Sitting date: 8 Oct 2025
Clause 3C Section 189 amended (Company records)

CHAIRPERSON (Maureen Pugh): Members, we now come to clause 3C.

TOM RUTHERFORD (National—Bay of Plenty): Thank you very much, Madam Chair. Clause 3C is about section 189 being amended, the "Company records". My question relates to the record-keeping complexity that may potentially arise from this change. The amendment requires companies to maintain records—as I outlined in my previous contribution—of both, now, the alternative addresses along with the residential addresses. Now, the member the Hon Dr Deborah Russell answered the question by saying that there will be no administrative burden, there will be no additional record-keeping complexity; whereas I say, in clause 3C, which amends section 189, to include alternative addresses in company record requirements—how will clause 3C's amendment to section 189 work in practice for company record-keeping? Companies now will need to maintain both the residential and the alternative addresses. How will this interact with the privacy protections that the bill is trying to create? If a director's alternative address is meant to protect their privacy, should companies be required to maintain records of both addresses?

I think that's a really important point we haven't canvassed, because what we're trying to do here with the alternative address is provide those directors the privacy so they don't necessarily have people turning up to their home residential address. But how will this change interact with the privacy protections in the bill that it's trying to create? If a director's alternative address is meant to protect their privacy, should companies be required to maintain records of both addresses?

Hon Dr DEBORAH RUSSELL (Labour): I'm going to make two points here. One is that I invite the member to look up section 189 of the Companies Act. I'm assuming the member uses a smartphone and that, in fact, he could call up the Companies Act himself and have a look at it. Section 189 is about "Company records", where it says, "a company must keep the following documents at its registered office:"—this is section 189(1)—"(a) the constitution of the company: (b) minutes of all meetings and resolutions of shareholders within the last 7 years: (c) an interests register: (d) minutes of all meetings and resolutions of directors and directors' committees within the last 7 years: (e) certificates given by directors under this Act within the last 7 years: (f) the full names and addresses of the current directors: (g) copies of all written communications to all shareholders or all holders of the same class of shares during the last 7 years, including annual reports …: (h) copies of all financial statements and group financial statements required to be completed by this Act or any other enactment for the last 7 [years]: (i) the accounting records required by section 194 for the current accounting period and for the last 7 completed accounting periods of the company: (j) the share register." Frankly, having to have the alternative address as well is neither here nor there, particularly if we're a small group of people who are the directors of the company.

The member then said, "Well, hang on a second. If a director's alternative address is going to be available in the company's records, which can be available for inspection and people can find it." I'm going to take it the member's now moved on to discuss clause 4 because, in actual fact, if we look at it, clause 4 addresses exactly that privacy concern that the member was worried about. If the clause applies, a company can replace a director's residential address with an alternative address on the company's records that are available for inspection. That particular issue has already been addressed, and we've now addressed clause 4 as well.

CHAIRPERSON (Maureen Pugh): For clarity for the House, too, the question is that clause 3C stand part?

Clause 3C agreed to.

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