Increased transparency of beneficial owners of companies and limited partnerships on the horizon for 2023

May 2023

Significant changes to the corporate governance disclosure rules were proposed last year and a draft bill is expected to be released in mid 2023. These changes are intended to improve the transparency of beneficial ownership of companies and limited partnerships, and signal a major departure from the long-standing ability of these beneficial owners to remain anonymous. Trusts will remain outside the ambit of the new transparency laws.

Background

In March 2022, Government proposed new identity disclosure requirements for the beneficial owners of companies and limited partnerships. A draft Corporate Governance (Transparency and Integrity) Reform Bill to amend the Companies Act 1993 and Limited Partnerships Act 2008 was expected to be released in late 2022, but now looks to be released in 2023. Since companies and limited partnerships are not currently required to provide information on their beneficial owners, these changes are expected to substantially affect transparency of corporate ownership. Trusts however are excluded from the ambit of the new disclosure requirements. The new rules will also bring in unique identifiers for individuals who are directors of companies or general partners of limited partnerships or the beneficial owners of these.

MBIE’s paper Better visibility of individuals who control companies and limited partnership outlines the Government’s plan and can be found here. Other relevant cabinet papers, minutes, and regulatory impact statements can be found here.

Why are these changes being implemented?

There is a growing international trend towards greater transparency around beneficial ownership as corporate entities can and have been misused by criminals (for tax evasion or money laundering purposes, for instance). New Zealand’s framework does not currently meet these international standards aiming to detect and deter misuse of corporate entities. Currently information about the identity of limited partners for example is not publicly available. Nor is the identity of a beneficial owner of a company’s shares disclosed on the Companies Register.

Transparent beneficial ownership structures mean that those who ultimately own or effectively control corporate entities are identifiable. The Government believes the incoming changes will foster long-term investment and financial stability in New Zealand’s business environment.

What will these changes look like?

Ascertaining beneficial owners

The Cabinet paper released by the Ministry of Business, Innovation and Employment anticipates that companies and limited partnerships will be expected to take reasonable steps to ascertain who their “beneficial owners” are and to provide key identifying information about each beneficial owner to the Companies Registrar. A new definition of “beneficial owner” is expected to be introduced under the Companies Act and the Limited Partnerships Act, focussing on persons who have “significant control” over a company or limited partnership. We do not yet know how “significant” control will be defined, but we should expect it to capture:

A minimum percentage of ownership interest;
A minimum percentage of voting rights;
The ability to appoint or remove a majority of the board; or
The right to exercise, or the actual exercise, of significant influence or control over a company or limited partnership.

Public beneficial ownership information

The creation of a new beneficial ownership register for limited partnerships and companies is expected, where identifying information on beneficial owners and limited partners will be publicly available. This information is likely to include full legal name, date of and basis for becoming a beneficial owner or date of appointment, address for service, and chains of beneficial ownership. Other details such as the date of birth, email address, and corporate information of other entities the person is a beneficial owner of, will be recorded on a non-public corporate role-holder register. Government agencies and AML reporting entities may be able to access other information such as residential address, phone number and nationalities under certain conditions. Beneficial owners may be able to request that public information remain confidential if they can demonstrate safety or welfare concerns.

Unique identification number

In addition, every director of a company or general partner and all beneficial owners will likely to be required to apply for and be issued a unique identification number, similar to the way New Zealand Business numbers are issued to New Zealand entities. These numbers will make it easier for businesses, creditors, and consumers to undertake their due diligence, and for potentially unlawful activities to be detected by enforcement agencies.

What now?

Nothing has changed yet, but the Corporate Governance (Transparency and Integrity) Reform Bill should be released soon. A transition period to allow existing companies and limited partnerships to identify their beneficial owners and provide the necessary information to the Registrar has been proposed. Companies that are considered ‘large’ under the Financial Reporting Act 2013 and/or those with at least one offshore director or beneficial owner may have a shorter transition time.

We are awaiting this bill with interest and will provide an update as soon as it is available.

If you have any further questions about what this means for you, please get in touch with one of our experts Ellen Sewell or Kirsten Todd.

Ellen Sewell
ellen.sewell@tp.co.nz
021 952 642

Kirsten Todd
kirsten.todd@tp.co.nz
027 320 7097