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The Companies Act 1993 (CA93) currently requires all company directors to make their residential addresses available as a matter of public record. However, in recent times, incidents of stalking and harassment of directors have prompted calls to preserve the privacy of directors as regards their address details where concern for safety is sufficiently warranted.
In February 2024, the Companies (Address Information) Amendment Bill (the Bill) was introduced. The Bill enables directors who have serious concerns about their own safety, or the safety of someone they live with, to elect to substitute their residential address on the Companies Register with an ‘alternative address’.
Requirements of an application to use an alternative address
A director looking to substitute their residential address with an alternative address on the public register would need to include with the prescribed application a statutory declaration verifying that public availability of the residential address is likely to result in physical or mental harm to either the director or a person with whom the director lives.
The alternative address provided must not be the company’s registered address or address for service, nor may it be a postal centre or document exchange. It is possible to elect to use the address of a legal or accounting firm of the director, where the alternative address states that the address is linked to that firm.
Committee’s recommendations
The Bill passed its first reading in March 2024 and last week, the report of the Economic Development, Science and Innovation Committee (the Committee) on the Bill was presented to the House.
The Committee supported the passing of the Bill, based on several further amendments:
- Documents available on the register: The report notes that a director’s address can often be gleaned from supporting documents publicly available on the register (such as director consent forms). Accordingly, the Committee has suggested that the Registrar should be required to “take reasonable steps to prevent public access from the New Zealand register to the residential address” which would also include redaction of director’s address information from publicly available documents.
- Directors who are shareholders: The Committee noted that often directors are also shareholders and therefore the Registrar should be required to “take reasonable steps to prevent public access to the residential address of a director in their capacity as a shareholder of the company” in circumstances where a director has made the requisite application for an alternative address.
- Shareholder living with a director: The Committee recommended that the Bill covers scenarios where a director resides with a shareholder of the company, in circumstances where the shareholder also consents to use of the alternative address.
- Prospective directors: The Committee recommended extending the coverage of the Bill to protect the situations of prospective directors/shareholders for existing and proposed companies.
- Change wording: The Bill originally used the term “address for service”. The Committee has recommended to replace the term with “alternative address” to avoid confusion with the existing “Address for Service” definition in the CA93 which relates to a company’s address for service.
What next?
The Bill is currently awaiting its second reading. The Committee has recommended that the Bill be passed. Our team will be following developments closely.
If you have any questions about the proposed changes or other corporate governance matters, please get in touch with our Corporate and Commercial Team or your usual contact at Hesketh Henry.
Disclaimer: The information contained in this article is current at the date of publishing and is of a general nature. It should be used as a guide only and not as a substitute for obtaining legal advice. Specific legal advice should be sought where required.
