Filing obligations after incorporation

The main documents that building societies are required to file after incorporation are:

• annual returns with the auditors report attached (section 106(1)), within three months of the start of the financial year (from 1 April in all cases) (section 103).  Read more...
• annual financial statements
  • If an issuer, in accordance with the Financial Reporting Act 1993.
  • If not an issuer in accordance with the Financial Reporting Act 1993, at least 14 days before the annual general meeting, which must be held within four months from the end of the financial year (section 91).  Read more... 
• alterations to rules which must be approved by a special resolution of members and a copy signed by a director and the secretary filed within 14 days (section 19 (2)).  Read more...
• changes of directors, manager or secretary to be notified within 14 days (section 88). Read more...
  and
• change of registered office to be notified within 14 days (section 73(1)).

What does it cost?

There is no cost to file the documents other than those prescribed by the Financial Reporting Act 1993 and Securities Act 1978.

Where are the documents sent?

Any documents to be filed with the Registrar of Building Societies must be sent to:

Registrar of Building Societies
Northern Business Centre
Private Bag 92061
Victoria Street West
Auckland 1142

FAQs about financial statements

When does a building society need to file financial statements with the Registrar of Building Societies under the Financial Reporting Act 1993?

If the building society is an ‘issuer’, it must file financial statements with the Registrar of Building Societies under the Financial Reporting Act 1993.

What is an issuer?

An entity that raises money from the public, invites the public to subscribe for shares or seeks public participation more generally, through a registered prospectus under the Securities Act 1978.

If a building society is an issuer, is it required to file two sets of financial statements - one set under the Financial Reporting Act 1993 and another the Building Societies Act 1965?

Yes (sections 97A(2) and (3)).  All building societies are required to file financial statements with the Registrar of Building Societies under the Building Societies Act 1965. 

In addition to this, if the society is an issuer then it must also file a second set of the same financial statements, with the relevant fee, under the Financial Reporting Act 1993.  The same set can be filed twice.  A fee is required when filing under the Financial Reporting Act 1993.  Note that there could be differences (sections 97A and 91(1)(d)).

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A society was an issuer but is no longer one.  Does it still have to file financial statements under the Financial Reporting Act 1993? 

No, the society reverts to ‘non-issuer’ status and therefore needs to file annual financial statements with the Registrar of Building Societies only.  The society needs to confirm, in writing, to the Registrar that it is no longer an issuer, so no further reminders are sent.

Is there a specific format under the Building Societies Act 1965 for financial statements?

If the building society is an issuer, it must follow the requirements of the Financial Reporting Act 1993.  If it is not an issuer, there is no specific format prescribed, however section 91 of the Building Societies Act 1965 does set out what financial statements need to be prepared.  Specifically:

• a revenue and appropriation account;
• a balance sheet as at the end of the financial year;
• a statement of cash flows for that financial year; and
• such other financial statements prescribed in the Regulations.

Refer also to section 93 of the Building Societies Act 1965 for form and content. 

If, at any particular time, the building society has no outstanding loans/mortgages etc, does that exempt it from filing?

No.   Top 

FAQs about annual returns

Can the annual return filing month be changed from 1 April?

No.  All current building societies have a 31 March balance date which is why the three month deadline for filing statements starts from 1 April.  

Is there an annual return form?

There is no printed annual return form available, however the format of the annual return is in Schedule 5 of the Building Societies Regulations 1989.  Specifically, the annual return includes:

• name of society, annual return year, registered office and details of directors, secretary and manager
• summary of fixed capital shares
• list of present fixed capital shareholders
• list of persons ceasing to be fixed capital shareholders
• bonus ballots and
• loans made during the year concerning officers.

FAQs about other changes

Is there a form for the alteration to rules?

Yes.  Refer to Form 2 of Schedule 1 of the Building Societies Act 1965 Regulations.  There is no printed form available.

Is there a change of directors’ form?

No.  Written notice is all that is required under section 88 of the Building Societies Act 1965.  The notice must:

• be delivered to the Registrar within one month of the change having taken effect and
• state the full name and address of the person as well as details of the office that he or she has taken or relinquished.
  

Can a person become a member of a building society after incorporation?

Yes.  A member includes any person who for the time being holds a share in the society or who succeeds to any of the rights or liabilities of a member.  The rules of a society may allow a person to become a member without holding a share in the society (section 24(1)).