Making changes to the Companies Office? Here’s what records you actually need to keep

It’s common for small business owners to update the NZ Companies Office when something changes—like adding a new director or transferring shares. But what often gets missed is the paperwork that needs to sit behind those updates.

If you’re making changes to your company’s official records, you also need to update your internal company records. That means preparing and keeping supporting documentation to show why and how those changes happened.

Here’s a quick guide on what you should keep when updating company directors or shareholders.

1. Changes to Directors

If you appoint or remove a director, you need to keep:

• Board meeting minutes or resolutions – showing the company agreed to the appointment or resignation

• Consent to Act form – signed by any new director

• Resignation letter – from any outgoing director (if available)

• Updated director interests register – especially if the director has any shareholding or other relevant interests

Don’t just update the Companies Office and call it done—these documents are legally required under the Companies Act 1993.

2. Changes to Shareholders or Shareholding

Transferring shares? Issuing new shares? These are major decisions and must be documented properly. You’ll need:

• Share transfer forms – signed by the seller and buyer

• Director resolution – approving the share transfer or share issue

• Updated share register – this must always reflect the current ownership

• Share certificates – issued to the new shareholders (if your company uses them)

• Special resolution – if the company is issuing shares that affect voting rights or structure

Why It Matters

If you’re ever audited, applying for finance, selling your business—or there’s a dispute—these documents are what protect you. The Companies Office doesn’t ask for them, but they’re still required by law. Without them, your records may be considered invalid.

Need Help? We’ve Got You.

We can help prepare board minutes, shareholder resolutions, share registers and all the necessary documents to support your Companies Office updates. Just flick us an email before making changes—this stuff is usually quick, inexpensive and easy if it’s done right the first time.

Our support starts from $100+GST, depending on what’s needed.