CERITAS New Zealand could face penalties of up to $10,000 for failing to notify the Companies Office of the sales of shares. Ceritas Group is Computerland’s parent company.
When Paul Morrison, then national sales and marketing chief, left Computerland after 17 years, one of the requirements of his resignation was to sell his shares back to the company. He did so in October last year.
However, according to the Companies Act, the Companies Office should have been informed within 10 working days of this sale. But it was only signed off by director Chris McKay on June 4, 2004 and received by the Companies Office on June 15, 2004.
“When I left Computerland in August last year, part of the requirement was I had to sell the shares back. The shares were sold back at the time,” Morrison says.
Morrison would not comment further on the share notification.
Mark Flood of the Companies Office says: “If the company purchases or acquires shares from a shareholder — [within] 10 working days the board of the company has to notify us. We should have been notified towards the end of October or early November.
“It seems they’ve been late to notify us … It’s a requirement under the Companies Act.”
Flood says if they fail to notify the Companies Office, they breach the Act, “and it’s an offence. They would need to be prosecuted for it and if they were successfully prosecuted for it … they can be fined up to $10,000. The courts can impose that,” Flood says.
However, good news perhaps for Ceritas, Flood says considering the company has now complied it may be considered more of a technical offence and the registrar is unlikely to prosecute.
Ceritas did not respond at the time of going to press.
It is not the first time major organisations have fallen short of reporting in a timely fashion. In October last year, Reseller News reported that multinational Acer New Zealand fell behind in filing annual financial statements with the Companies Office.
As a subsidiary of an overseas company with at least 25% of voting shares held offshore, Acer was required under the Financial Reporting Act 1993 to submit yearly statements to the Companies Office. But Companies Office records showed that Acer last filed statements in 2001, when it submitted its 1998 and 1999 results.
A month later it was reported that Acer discovered the function of filing accounts with the Companies Office had been overlooked when finance and administration functions were transferred to Sydney following the restructuring of the New Zealand operation.