Participatory securities

A participatory security is an entity that invites investment from members of the public in New Zealand much like companies and superannuation schemes.  The difference is that these entities consist of New Zealand based 'partnership' issuers such as forestry partnerships, joint venture partnerships, retirement village partnerships etc.

Why register?

As a participatory security invites investment by the public they are required to lodge for registration a prospectus and associated documents with the Registrar of Companies under the Securities Act 1978.

Incorporation process

1. Who may apply?

An application for incorporation is not made as there is no incorporation process for a participatory security because they are filing under the Securities Act 1978.  The details of the entity are entered on the register and a file number issued when the prospectus is filed for the first time.

2. What needs to be filed?

A prospectus and associated documents as required under the Securities Act 1978.

3. What fees are involved?

There is a registration fee of NZ$320 for the prospectus.

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Filing obligations after incorporation

The documents that participatory securities are required to file are:

• Any documents filed under the Securities Act 1978 such as prospectus and amendment to prospectus, trust deed and amendment to trust deed, prospectus extension certificates, etc.
• Annual financial statements in accordance with the Financial Reporting Act 1993 (FRA).

If the participatory security has no outstanding securities, is my entity required to file financial statements under the Financial Reporting Act 1993?

No.  Once your entity had advised the Registrar of Companies in writing that all securities have been repaid, the compliance programme will cease.

What is the timeframe for filing my financial statements under the Financial Reporting Act 1993?

Financial statements need to be submitted within five months and 20 working days of balance date.  The content must comply with the requirements of the FRA.

When I file a prospectus extension certificate, does the Registrar issue a new certificate of registration?

No but if you request a confirmation of receipt and extension, the Companies Office will write to you advising of registration.

Removing a participatory security from the register

There is no formal removal process for participatory securities.  A letter can be filed confirming that the investments have been repaid to the members.

Please address correspondence to:

The Companies Office
Nothern Business Centre
Private Bag 92061
Victoria Street West
Auckland 1142