Non-active declaration form for New Zealand Companies Office (FRA1)

Under section 10A Financial Reporting Act 1993, each director will have to make a declaration under the Oaths and Declarations Act 1957. The declaration must be in the prescribed form, and must be made after each non-active accounting period has ended. If there are two or more directors of a company, all directors must complete and sign separate declaration forms. All forms should be submitted to the Companies Office together. Under the Oaths and Declarations Act 1957, the statutory declaration must be signed by the applicant, and witnessed by a solicitor, a Justice of the Peace or other person authorised to take a statutory declaration.

Section 11 of the Oaths and Declarations Act 1957 states:

  1. A declaration made in a Commonwealth country other than New Zealand shall be made before a Judge, a Commissioner of Oaths, a notary public, a Justice of the Peace, or any person authorised by the law of that country to administer an oath there for the purpose of a judicial proceeding, or before a Commonwealth representative, or before a solicitor of the High Court of New Zealand.
  2. A declaration made in a country other than a Commonwealth country shall be made before a Commonwealth representative, or before a Judge, or before a notary public, or before a solicitor of the High Court of New Zealand.
  3. Any document purporting to have affixed, impressed, or subscribed thereon or thereto the seal or signature of any person authorised by this section to take a declaration shall be admitted in evidence without proof of the seal or signature being the seal or signature of that person or of the official or other character of that person.

Overseas company directors must be certain that the witness to the statutory declaration is actually authorised to do so. Please contact the local New Zealand Embassy or High Commission in your country for information about document witnessing service.

Except for issuers, there is no restriction in the Financial Reporting Act 1993 on which entities can complete the non-active declaration. However, entities that have ongoing and future filing obligations under the Act are the ones encouraged to complete a non-active declaration form if the following conditions apply per section 10A:

  • the entity has not derived, or been deemed to have derived income; and
  • has no expenses; and
  • has not disposed of, or been deemed to have disposed of, any assets; and
  • has not been party to, perpetuated, or continued with, any transactions that, during the period, give rise to obligations under the Income Tax Act 2004 in relation to the entity or any other person (or both)

In determining whether an entity is a non-active entity, no account may be taken of any:

  • statutory company filing fees or associated accounting or other costs; or
  • bank charges or other minimal administration costs totalling not more than $50 in the accounting period; or
  • interest earned on any bank account during the accounting period, to the extent that the total interest does not exceed the total of any charges or costs incurred by the entity to which paragraph (b) applies.

Large companies caught under s19(1)(b) of the Financial Reporting Act 1993 are not able to file a non-active declaration form. If a company is deemed to be “large” as it meets two of the thresholds for a large entity per section 19A of the Financial Reporting Act 1993 (FRA), then it is assumed that it is carrying on business and will therefore not meet the conditions specified under section 10A of the Act.

April 6th, 2011