Proposed company law reforms

Cabinet has since made further phase one policy decisions in March 2025.

A bill implementing phase one was originally expected to be introduced in the first half of 2025. By April 2025, MBIE was indicating that it would be introduced in the second half of 2025.

As at September 2026, no Government bill implementing the phase one reform package has been introduced to Parliament. The phase one changes described below therefore remain proposals, and no further revised timetable for their introduction has been publicly announced.

Phase one: Corporate Governance Reforms

Director Identification and Privacy

The phase one reforms would introduce unique identification numbers for directors of companies and general partners of limited partnerships. This is intended to help identify and enforce against poor and illegal business practices, including harmful phoenixing, where substantially the same business re-emerges through a new company following the failure of an earlier company.

The package would also allow directors and shareholders to replace their residential addresses on the Companies Register with an address for service, providing greater privacy while maintaining public accountability.

Separately, Parliament has enacted the Companies (Address Information) Amendment Act 2025 (Act). The Act is not part of the phase one reform package and is narrower than the Government’s broader proposal. Once in force, it will allow a director to apply to restrict public access to their residential address where public availability is likely to result in physical or mental harm to the director or a person they live with.

As at September 2026, the Act is not yet in force. It will come into force on a date set by Order in Council or, if not brought into force earlier, on 18 November 2026.

Modernising and Simplifying Company Administration

The first phase of the proposed changes are also intended to make a number of common corporate processes simpler and reduce unnecessary compliance costs. They include:

• introducing a simpler and cheaper process for a company to reduce its share capital (without court approval subject to a board resolution and agreement of shareholders); 
• amending the major transaction provisions to avoid duplication of processes and strengthening the current provisions so that they cannot be avoided; 
• allowing easier execution of certain actions with unanimous shareholder approval, such as issuing options or convertible securities, and acquiring shares to be held as treasury stock; 
• permitting the use of unclaimed dividends after two years and after reasonable efforts have been made to contact the shareholder, while the shareholder's claim still remains; 
• increasing digitisation to allow more actions to be carried out online; and
• technical improvements to insolvency law, such as extending the claw back period for transactions with related parties prior to liquidation to four years.

In March 2025, the Government agreed to further changes, including:

• streamlining certain non-solvency corporate actions by incorporating matters currently required to be addressed in a subsequent directors’ certificate into the relevant board resolution; 
• enabling the threshold for a ‘large’ company or ‘large overseas company’ to be adjusted through regulations, rather than primary legislation; 
• removing the requirement for a disclosure document for a selective share redemption;
• clarifying when an administrator may exercise a casting vote at a creditor’s meeting; and
• allowing recovery in relation to certain transactions at undervalue and related-party transactions to be commenced by notice.

For businesses, the overall direction is to reduce compliance burden and cost relating to straightforward processes for routine corporate actions.

NZBN and other measures

The reforms would also promote wider use of New Zealand Business Numbers (NZBN), including by enabling government agencies to require an NZBN as a condition of service and enabling registrars of MBIE registers to update information using the NZBN Register as a single source of truth.