Coalition government not currently considering improving disclosure on the beneficial owners of NZ companies & limited partnerships

Glacial moves over almost a decade to improve disclosure on the beneficial owners of New Zealand companies and limited partnerships have been parked up, at least for now, by the new coalition government.

In March 2022 Labour's then-Commerce and Consumer Affairs Minister David Clark said the Government would introduce a bill to Parliament changing the rules around beneficial owners of NZ companies and limited partnerships in an attempt to make it easier to tell who the ultimate owner or controller is, and thus reduce misuse of these entities. The proposed legislation, the Corporate Governance (Transparency and Integrity) Bill, was to be introduced in late 2022, Clark said.

Clark's announcement closely followed the Financial Action Taskforce (FATF) stepping up its expectations around beneficial ownership for member countries such as NZ. The Paris-based FATF is an inter-governmental body that sets international standards and is considered the global money laundering and terrorist financing watchdog.

Duncan Webb, Clark's successor as Commerce and Consumer Affairs Minister, told interest.co.nz last June the Bill was still in the drafting process and there wasn't a timeline for its introduction. Thus the Bill didn't see the light of day before last October's election, which resulted in a change of government. 

So does the coalition government intend to push ahead with moves to improve disclosure on the beneficial owners of NZ companies and limited partnerships?

A spokesman for Commerce and Consumer Affairs Minister Andrew Bayly told interest.co.nz; "The matter is not currently under active consideration."

However, according to a Ministry of Business, Innovation & Employment (MBIE) spokeswoman, the issue could make it back onto the agenda.

"The Government intends to consider this project in the context of possible changes to the Companies Act. The Commerce and Consumer Affairs Minister, Hon Andrew Bayly, will let people know how the Government plans to proceed in due course," the MBIE spokeswoman told interest.co.nz.

Speaking in January, Bayly said he wants to reform the Companies Act

"The Companies Act is an important piece of legislation. It provides the operating framework for all New Zealand companies, including those in the financial services sector. It has been an important part of the corporate landscape of New Zealand for decades," Bayly said.

"But it’s now 30 years old. I think aspects of it are out of date and could be improved. To this end, I’m considering how it might be improved, and how these changes might be progressed. This is an important medium-term project. Rest assured, I will provide more details on this further down the track."

"In essence, what we want to do is simplify, modernise, and digitise the Companies Act," said Bayly.

The Bill was targeting improving disclosure on the beneficial owners of companies and limited partnerships, but not trusts. However, the Ministry of Justice has suggested the possibility of introducing a register of beneficial ownership for trusts should be reexamined because the landscape has shifted significantly since the Law Commission rejected the idea in 2013.

Open to misuse

Just last month the International Consortium of Investigative Journalists (ICIJ) reported NZ's Trust Corp. Ltd was the registered beneficial owner of British Virgin Islands company Wastom Holdings Ltd, which the ICIJ links to a multi-million dollar London property tied to Igor Komarov, an ally of Russian President Vladimir Putin. Komarov, a member of Russia’s Security Council, was sanctioned by the United Kingdom after Russia's invasion of Ukraine. The ICIJ reports the property remains untouched by sanctions.

The ICIJ also says Panama Papers documents show Wastom was a client of Cone Marshall, a NZ corporate services provider.

Whilst NZ's cheap and simple company registration system is great for legitimate businesspeople, it has been exploited for nefarious purposes with ethically challenged and/or crooked entities dragging NZ's reputation through the mud in almost all corners of the world. Interest.co.nz has reported on many examples of this over the years.

Criminals can and do obscure the true ownership of a corporate entity using nominee directors and shareholders, a web of shell companies, intermediaries and complex business structures based in multiple jurisdictions. Such ownership structures can be used to enable investment scams, money laundering, terrorism financing, drugs or arms trafficking, tax evasion and to hide assets. 

Information about the beneficial ownership of NZ companies isn't currently collected by MBIE's Companies Office, although Companies Registrar Sanjai Raj can request it for law enforcement purposes. The Government has described beneficial owners as "the natural persons who ultimately own or, directly or indirectly, exercise effective control over a corporate entity."

Improving the transparency of beneficial ownership is proving a very slow burner for NZ. It emerged in 2017 that MBIE was considering the creation of a public central register of company beneficial ownership information following a commitment made at a London Anti-Corruption Summit in May 2016, which was attended by then-Police Minister Judith Collins. 

A consultation paper followed in 2018. Progress was subsequently delayed by Covid-19 and while funding issues were worked through, a spokesman for Clark told interest.co.nz in 2021.See all our beneficial ownership related stories here.

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