Companies (Address Information) Amendment Bill

I move, That the Companies (Address Information) Amendment Bill be now read a first time. I nominate the Economic Development, Science and Innovation Committee to consider the bill.

This bill proposes a small—but I think important—measure to enable company directors, in some circumstances, to have their address removed from a public register of a company. It’s had quite a history coming to this Parliament. I would like to acknowledge, first of all, Sarah Pallett, formerly the MP for Ilam—this was her bill in the ballot. When she left Parliament, we put the bill in the ballot in my name, and it was drawn recently. However, it is Sarah Pallett’s bill, and I am honoured to bring it to the House on her behalf.

I’d also like to acknowledge Laura Trask, ACT MP, who had a very similar bill in the ballot. I will talk about the issue she was addressing a little as I go on through this speech, but she had some particular reasons as to why she thought a measure like this would be quite good too. I look forward, with interest, to hear what she says.

I’d like to tell you a bit about why this bill is important. As part of our companies law, there is a public register of company directors, names, and addresses. That’s publicly available—anyone can go and search up a name of a company director, and can search up their home address. Back in the olden days, before the internet, if someone wanted to go and find a company director’s address, there was quite a barrier to doing so. The person who wanted to search it up had to go to the Companies Office and look through physical records in order to access a company director’s address. It might take quite some time to find that particular address. So it took time and effort. What that meant was that there was quite a barrier to people searching out a company director’s address for frivolous or for malicious reasons.

But contrast that with the way the Companies Register is kept today. It is online; it is readily accessible. So, in fact, with a little bit of effort, if you know someone who is a company director, and you know that person’s legal name, then it is perfectly possible to go and type in the person’s legal name, and come up with their address in a matter of moments—seconds even. I’ve done it myself, and it is an easy thing to do. What it means is that there is no barrier to finding out where someone lives, in the way that there used to be. With that comes hazards. In particular, the hazard that this bill addresses is that where a person feels that she or he, or that someone they live with, is in physical or mental danger, they could be traced very, very easily. At the moment, a stalker, someone who wished a person harm, can find where they live at home so quickly and so easily. People might think that this is just a theoretical problem, but it is not.

At this point, what I would like to do, if you will excuse me, is to read something that Sarah Pallett herself wrote about this. It’s a way of getting Sarah Pallett’s words into the Hansard. This is from a letter that Ms Pallett wrote to the then Minister of commerce:

“[I’ve] been approached by one of my constituents who has raised some serious concerns relating to her personal safety. My constituent is a Clinical Psychologist and Neuropsychologist, whose work involves assessment of violent offenders, and clients who often have serious mental health issues and brain injuries. The outcomes for her assessments can have substantial impacts on the lives of her clients, determining matters such as custody, sentencing, parole, and eligibility for financial compensation. Inevitably, my constituent’s assessments do not always conclude in the client’s favour, and this can result in her clients becoming very angry and threatening towards her. For this reason, my constituent goes to great lengths to protect her privacy and safety. For example, she is on the unpublished electoral roll, and has ensured that her child has a different surname to avoid them being easily connected to her.

“My constituent recently discovered that a quick google of her name links it directly to her physical residential address [off of] NZ Companies Office website. [She’s] appealed to the Companies Office, and explained her situation in an attempt to have her residential address removed and replaced by an alternate contact address … as the visibility of her residential address to any and all members of the public who wish to find out her location constitutes a very serious risk to her safety given the nature of her work. She was advised that there was no way to have her residential address removed from their website, unless she had a court order under the Family Violence Act [2018], and that they would not accept any alternate contact address other than her personal residential address.”

So that is the issue: a person’s address can be found readily, and then that can expose that person to malicious actors.

So how does this bill address that issue? What it says is that if a person thinks that she or he is at serious risk of mental or physical harm, then she or he can, after swearing a statutory affidavit to that effect—so there’s a statutory declaration to that effect; there’s a test in there—then that person can apply to the Companies Office to have their physical address removed from the records, and they must provide an alternate address for service. So that’s what this bill will enable to happen. I think it is a very sensible measure.

It could go further. I think there is a case to be discussed about whether all company directors should be able to have an alternate address rather than their personal address. There’s some pros and cons on that one. I think most of us in the House would know the stories of the phoenix companies which rise up and disappear very quickly, and stiff the subbies on the way. Where company directors do just disappear into the ether, having a personal address available might be a counter to that. But that is something that could be weighed up—that, I think, allowing all company directors to perhaps have some way of making sure their own personal address is not available is a rather bigger issue, and it would take a lot of time to discuss.

In the meantime, I think it would be worth it to enable people to improve their own personal, physical, and mental safety by not having to have their home address publicly available to anyone and everyone. So, that’s the issue—you may recall that I mentioned that that Laura Trask had been working on a similar issue, and she had looked at that particular issue. It’s worthy of consideration too. However, I am asking this House, in the meantime, to consider this rather smaller measure to take the small step that would improve the safety of many, many people.

Of course, I have read out the example which Sarah Pallett gave, and one of the obvious groups of people that this applies to is women, that women are more likely to be stalked or subject to violence. We also have stories of people whose former partners have been stalking them, and so on. But it is important to note that it is not only women who are affected by this sort of issue. As I was writing about this bill being pulled from the ballot on my social media, I had my old friend contact me to say he’d been out in public on some issue, someone had tracked him down through his personal address, and then had managed to turn up outside his kid’s school to harass him, because he was able to trace him.

So this does actually matter, the public availability of company directors’ addresses, and it is a broader issue. I would hope that the Minister of Commerce and Consumer Affairs, the Hon Andrew Bayly, would consider addressing it one day. But, in the meantime, I would invite the House to consider this rather smaller case, and this rather smaller measure, that, possibly in the short term, would provide some better safety, particularly for women, but also for men, whose addresses are so publicly available. I commend this bill to the House.

The question is that the motion be agreed to.

Thank you, Mr Speaker. It’s a pleasure to be talking on the Companies (Address Information) Amendment Bill. First of all, I want to acknowledge and congratulate the Hon Dr Deborah Russell for having a bill pulled—I presume this is her first?

Hon Dr Deborah Russell: No, second.

Hon ANDREW BAYLY: Oh, second?

Hon Dr Deborah Russell: Yeah.

Hon ANDREW BAYLY: Oh, that’s outright greedy! I’ve never had one pulled in the nine years—and I’m now going in my 10th year—it’s just unbelievably lucky that you’ve had two!

But, anyway, I’m glad you acknowledge Sarah Pallett, who—obviously, she was the one who filed the bill initially, and we all know the game, and it’s good that you picked this up. I also wanted to acknowledge Laura Trask, who had a very similar bill in the ballot, and I understand that she withdrew that bill once this one was drawn, which is a proper thing to do, really, and I congratulate her on doing that.

Of course, this is a very worthy issue, and the member has talked about the issues. I think, particularly, we’ve heard many stories specifically around women being stalked, but, as the member noted, it’s not exclusive to women. But I think we are very mindful of that fact: that people can use this information, as they can use other sources of public information, to identify where people live, to actually do serious harm in terms of chasing them, hounding them, and all the other things that go with that. So, I think, from that perspective, I’ve got to congratulate the intent of this bill. It is a worthy bill; it is an excellent bill that ordinarily would be considered and should be considered by this House as a member’s bill.

But we’re not going to support the bill, and the reason why is not because we don’t find the bill is worthy; we do. It’s, as I’ve said—

Hon Dr Duncan Webb: If you say you’ve got a bill coming!

Hon ANDREW BAYLY: Interesting, I’ve just been interjected by the former Minister of commerce, and I’ve just got to say that I find it staggering that the previous Government didn’t take the opportunity to progress this issue when it was in Government, and particularly that Minister who progressed many things—and, in fact, I’m having to tidy up some of them at the moment. But you should have had the opportunity—sorry, Mr Speaker; the member, the former Minister of commerce should have taken the opportunity to pursue this, and it’s interesting—I see him sitting there, showing outrage. But this is a worthy thing, and I think it’s something that the Minister of commerce should have pursued.

I just want to go into why we’re not going to support the bill. But I just want to look at the main provision. So clause 4 of the bill, amending section 215 of the Companies Act, allows replacing a director’s residential address with a service address in public records, provided new section 360D conditions are met. Obviously, that is a fair bit of discretion around: when does someone really have safety concerns and when might they be using this provision to escape the attention of creditors or other reasons, legitimate or otherwise? So it is a test that is somewhat subjective, and I’m not denying the situation that there are people who are sometimes very much in danger—that’s not the issue. All I’m noting is that the test is somewhat subjective, as set out in new section 360D.

The second one is specifically around 360D. There is a requirement for a process requiring a personal application, risk declaration, alternative address been specified, and a fee applicable across multiple companies. So that’s, obviously, the process that people go through, and then, of course, the prescribed fee, which I’m not sure that’s been set, but, obviously, that would come with some cost. Whether this is something you should be charging for, I’m not quite sure, given we’re talking about safety matters. It’s one of those interesting things that we would be asking the Companies Office to make a change for the reason of protecting someone’s safety and seeking to charge for that, rather than other aspects where sometimes we don’t charge for this type of registration. It’s an interesting point.

But there are some reasons why we see a little bit of concern with this bill. The first one is—and I’ve noted before—it is principally around meeting safety concerns, and the member introducing the bill talked about that tonight. It overlooks the critical issues relating to privacy for both directors and shareholders, and actually increases, probably inadvertently, the potential risk of identity theft and fraud. I’m not sure whether the member has thought about it in the wider context of it, but by moving to this arrangement, by removing one of the identifiers of a particular individual who might be a director, it does create the opportunity for theft and fraud. The limited focus may not adequately protect against fraud and privacy. That’s the first thing. There are times when people also may want to have their addresses withheld, not only for safety reasons but quite separately for privacy reasons, and, of course, this bill does not address that issue at all.

The second one is that—

Hon David Parker: You could fix that at select committee.

Hon ANDREW BAYLY: —there’s a lack of logic, Mr Parker, and I’ll tell you what the lack of logic is. The lack of logic is: if we accepted this solution to this important issue and we allowed people to strike off their residential address, the lack of logic is that if they are a shareholder—and for many smaller entities, the directors are also the shareholder of those companies—the shareholder residential address would not be changed under the provisions in this bill, and that is rather much of a glaring issue. I don’t know whether the member thought about this further. It seems inconceivable that we’re going to achieve much of an outcome, where you go through the process under new section 360D, strike off your residential address as a director, but guess what! When you’re listed as a shareholder, just as accessible, your residential address is also highlighted there. So this bill does not adequately address that one.

The third element is that the bill lacks provisions for a clear differentiation of directors sharing the same name posing difficulties in terms of identifying who people are. So just before I came to the House, I went to the Companies Office and I put in “Brian Smith”—and, by the way, I think it went to 51 pages, but I’ve just printed off a few of them. So here we are: I’ve got Brian Smith, lives at 394 Vaile Road, Reporoa. Now we’ve got the next one, Brian Smith—Smith, Brian, actually—7 Darcy Place, Massey, Waitakere City. Third Brian: Smith, Brian—

Hon Dr Duncan Webb: Point of order. I’m just aware that there is a convention in this House not to identify individuals, and certainly not identify individuals’ personal details.

Hon ANDREW BAYLY: Well, these are on the Companies Office.

ASSISTANT SPEAKER (Teanau Tuiono): I’ll just take some advice on that, as I was thinking that could be an issue. I wonder if the member could give us some assurance about whether that information is in the public domain and/or whether he got assurances from the people whose addresses he just read out.

Hon ANDREW BAYLY: It’s come straight from the Companies Office. Anyway, I think, Mr Speaker, I’ve made my point—

ASSISTANT SPEAKER (Teanau Tuiono): I think the point’s been made, if you could just move on from reading the addresses.

Hon ANDREW BAYLY: So what I’m saying is that as soon as you remove the address identifier—so we end up with 51 pages full of Brian Smiths, all spelt with the same B-R-I-A-N.

I think the fourth element to this is that inevitably what will happen is people will see people taking advantage of this clause and then actually moving to the recommendation that everyone should strike off their name, and we will end up with, inevitably, I think, over time, people’s addresses not being made available at all.

Look, I agree with the member—it is an important issue—but the reason we are going to oppose it is that we will be introducing a revised Companies Act, which will include amendments to it, which will address this issue, in particular. I think the big issue is around: how do you distinctly and uniquely identify specific directors so that people are accountable, particularly, as the member quite rightly pointed out, where people choose, quite deliberately, phoenix companies, where they have companies—particularly we see it, unfortunately, often in the construction sector—they get into trouble, they close them down, open them up, same name but with a different date on it, and continue to operate.

People do manipulate the Companies Office records by either putting their name—it might be Brian Smith, it might be Brian D. Smith, it might be Brian Daniel Smith, it might be a slightly changed address, because people who deliberately try to avoid detection and identification use those things, they may even try and change the Brian from an “i” to a “y”. I think we will be introducing changes that will specifically deal with those unique identifiers. That is why we are not supporting this bill.

I rise in support of the Companies (Address Information) Amendment Bill. As a true Marxist, I’m not really one to stand up for the petite bourgeoisie, but I think what this bill is trying to do is address structural issues relating to violence that may occur as a result of the way we have created a disclosure regime that does put people at risk of violence because of how easy, as the previous speaker actually demonstrated, it is to find some of that information. I think this bill has merit in that regard to unpack, especially at a select committee stage, how we can, as we’ve identified, utilise a test that protects people from those threats of violence and harm and therefore have a regime that would allow for people who are at risk to be protected.

I think it’s also worth unpacking at a select committee stage how do we create, none the less, the ability for companies’ directors to be properly held to account, for example by media. Media has often used those registers, actually, to then be able to hold companies’ directors to account when there are things of public interest.

So I think the select committee stage would’ve enabled a proper unpacking of, specifically, the concerns that the previous speaker raised and would’ve allowed for a more substantive debate on the nature of how do we protect people who under the current systems and structures are more at risk of violence and physical and mental harm while at the same time ensuring that companies’ directors are held to account and we continue preventing phoenixing, which is a practice that was identified as one that is still a problem in Aotearoa. For that reason, we support this bill.

Thank you. Firstly, I just want to congratulate the member, the Hon Deborah Russell, for having this bill pulled from the tin. I also want to acknowledge her predecessor or her former colleague Sarah Pallett for her work in raising this issue. I also want to acknowledge our coalition partner and the Hon Andrew Bayly for the work that he will be doing in this space as well.

The member’s bill is very similar to a member’s bill that, actually, I had in the ballot. I may say that I feel that ours could have quietly been a little bit more superior because it was covering a few more of these wider issues that we’ve seen discussed here tonight. Once I put my member’s bill into the ballot, I was inundated with messages of support and other complaints from many different people—mostly women, but there were all kinds of different people. There were issues with stalking, domestic violence, violent threats, fraud, even the likes of spam mail, for example, going to people with their business’s address.

The thing is: if you’re a director of a small business or a company, do you deserve to have your public address made available? I feel, personally, as a former director of a company, that this is actually very scary and very dangerous and it is not appropriate. I heard from a few people during the time that I did have my member’s bill in the tin that there were concerns that, you know, big corp will be hiding their directorship. Well, news flash: they already do. Because if you open a business or a company via an accountant, the accountant’s office is there—which I can tell you our business was. So this issue didn’t directly affect me.

Who it affects the most is actually your sole traders. It’s your hairdressers, it’s your tradies, it’s your people that are working from home as well—and during COVID, we saw quite a few businesses established from home. And to have your work address and your home address publicly displayed, that is really unacceptable.

What would be the benefits of having an address on the register at all? So this bill actually allows for an alternative address, but, really, what is the benefit from having any address publicly available? I really, honestly don’t see the benefits. I want to support this bill, considering that it was very similar to my own and it would be silly for me not to—acknowledging the fact that my colleague Andrew Bayly will be doing some work on this. I want to see it go to the select committee and hash out some of these issues that we are seeing.

And yeah, really, that’s all I have to say on it. I just want to congratulate the member again and say that I support this bill and I commend it to the House.

Thank you, Mr Speaker. I’m going to join in congratulating the member the Hon Dr Deborah Russell for having her bill drawn. I’m not quite sure why we do that, because it’s a matter of luck—but you have to be in to win, as they say, so you were in to win on this one.

New Zealand First is not going to support this bill, and that is, basically, on the basis that we think there is other legislation, which has been talked about already in this House, which is going to be more comprehensive, and we don’t want to take too much of the House’s time—valuable time—to consider one bill when a more comprehensive approach is planned to be taken.

Look, these issues are a balancing act. They’re a balancing act between providing for business people’s safety. I think we are a little concerned about that concept of the “mental safety”, because that could be—you know, physical safety is one thing, but mental safety is something which we could see some fairly long bows drawn, and what we don’t want to see is people hiding behind those sort of things and it being too hard to administer.

But I think one point that I would make is that we’ve often seen—you know, I could almost say “the late”—Fair Go, operations like that, where they have said, “Look, there is an issue, some business is not behaving in a way which it should be behaving to its customers and its clients.” Of course, the media want to go, or other people want to go, and actually knock on somebody’s door and say, “Well, hey, Mr Business Person, Mrs Business Person, how are you doing, are you behaving fairly to your customers?” I think the ability to be able to access those people and to be able to hold them to account actually is a really, really important one.

So finding the balance, here, between the safety of the business person and their responsibility to the people who are their clients is a really, really important one. So we think that a more a more holistic approach, that the Hon Andrew Bayly has talked about, is the right way to go, and we will not be supporting this bill.

Thank you, Mr Speaker. I’m absolutely delighted to be standing here in support of this Companies (Address Information) Amendment Bill. And I’d like to say a thank you to Te Pāti Māori for allowing me to be able to have this call here this evening.

Look, just listening to the last contribution and the contribution of the Hon Andrew Bayly, I’m a little bit concerned that we’re hearing some of the reasons why this needs to go through, and possibly even with some more urgency. And we’re hearing work’s coming, but we don’t know when that is or when those discussions will actually take place. I’m really concerned, especially when I hear the contribution from Laura Trask around the really serious reasons why this bill is so important, especially to some really vulnerable demographics. And it is the small-business person who is most at risk. For me, in reading through some of the media that has been about this bill, it is the most vulnerable business-holder who is the woman often in those situations who is having her address being published in a way that is making her unsafe. I think that we need to really take that into account and really think about is the time in the future for that work or is the time now that we need to put safety into place for those vulnerable people.

I can remember having the conversation with Sarah Pallett around this particular bill as it was being put together when I was Minister for Women and saying that I would support this 100 percent because it is something that addresses some absolute vulnerabilities for women. And I want to say thank you to the Hon Dr Deborah Russell and congratulate her for actually taking on this bill, because there was a bit of a concern at one stage that it might not progress any further when Sarah left Parliament.

The Institute of Directors have been calling for this change for quite some time. This isn’t something new that’s been thought up in the last wee while—I actually have found stuff that goes back about eight years where they have been calling for this. They have been saying that changes in law need to happen, and they need to happen to make their home addresses safe from people who are disgruntled—not just women in this case, this is everybody—or clients who might have something that they think they can go after that person.

But the one issue that I really started to get a bit antsy about when I was reading it was in November of last year when there was an article that was put up about an Auckland company director who felt forced to break the law to keep her home address off the Companies Office register when she was persecuted by a man with a history of violence towards her. Because she could easily be found on the internet, she felt she had no other alternative than to do something about that. The woman secured a permanent protection order against the man, allowing her to have her home address off the public searchable Companies Office register, but she had to go through all that trauma to be able to make that happen. This is something that we need to address.

As I said, I really listened to Laura Trask’s contribution there around why it needs to go to select committee, why we need to hear these stories, why we need to hear what it is that has brought this to this particular case and to this point in time. We can’t wait for something that might happen in the future, and that’s basically what we’ve heard here tonight. That’s great if people are talking about that, but at this point in time it is a might. We have something concrete in front of us now that is going to keep people safe. That is why we need to be voting in support of this. We need to keep our women, our most vulnerable people, and those people who feel under threat safe. As we have developed—and I hadn’t thought of that point, but the flexible working environments that we have put in place in recent years make this even more urgent. This is something that we must vote for, and I am very happy to commend this to the House.

Tēnā koe e te Mana Whakawā, thank you. You know, it was good to see Andrew Bayly, Minister of Commerce and Consumer Affairs, front up and talk about this bill and why the National Party’s not supporting it. It was, however, disappointing.

Now, this is a bill that was put in the ballot when I was Minister of Commerce and Consumer Affairs and I was very happy to see it in there because it is a small adjustment but it’s a timely one. I think it was a great idea to have an improvement to the Companies Act, even though, as Mr Bayly mentioned, we were at the same time working on a more robust overhaul of aspects of the Companies Act.

The interesting thing, of course, is that the aspects of the Companies Act that we were working on, and I hope he remains working on, are around transparency. And as the ACT member Laura Trask noted, it’s very easy to hide ownership interests through trusts and trustee companies, through limited partnerships and all kinds of obscure shareholdings. In fact, New Zealand is on a grey list for that reason because it’s not possible to see who owns what and where funds are going because of the ability to hide shareholdings. As that member also pointed out, and I must say it’s a certain irony, but the fact is that we do agree on some things and we do agree that we need to look after the little guy here, that hairdressers and tradies are the kinds of people who have relatively straightforward company arrangements—just a shareholder and director, very simple—but they’re the ones who have to put their home address on the company’s register.

And, I mean, it beggared belief to me that Andrew Bayly would come into the House and talk about a bill that touches on privacy and start reading out people’s home addresses. It shows how out of touch he is, that the very thing that Deborah Russell has brought this bill to the House to protect, he sits there and violates. It really just amazed me. So this bill is about privacy, Mr Bayly, and the idea that you’d sit in this House and read out people’s home address, whether it’s on a public record or not, frankly just astounds me. But, then again, what’s surprising there? But I do challenge you, Mr Bayly, to get on with that company transparency legislation and improve the work that was being undertaken and bring into this House a bill which makes corporate transparency much more effective in New Zealand.

Then Mr Bayly also gave an example—I think it was Mr Bayly, or was it the New Zealand First member—of media sort of wanting to look up a company director who, you know, might have defaulted, or something of media importance, and that being the reason that they should be able to go on the Companies Register, get the cameras, knock on the front door, and intrude on that person’s privacy. That, again, shows a real misconception as to the reasoning underlying why being able to find a director one way or another is important. The reason you want to be able to find a director is because the director in many circumstances is liable for the operations of the company—legally liable. So you need to be able to go and track them down for legal purposes to serve a notice on the company or for shareholders to serve notices on the director for similar purposes. It’s not a general ability to hunt someone down—we’re not private investigators here. It’s actually a really important legal reason.

I do want to, in my closing minute, just mention Sarah Pallett, who did come to me and talk about this and we agreed it was an important and actually quite urgent thing to do. Because every day that this isn’t in place, there are people—and, as my colleagues have said, mainly women, but people of all kinds—who are at risk, and we can change that. It’s good to see that there seems to be some agreement in this House, at least, that that’s a good thing. And where people are at risk, the idea that they can approach the Companies Office, give a statutory declaration to say that they feel at risk and thereby not have their personal details on the register is a good thing, and I absolutely commend that to this House.

Madam Speaker, thank you. Look, we are going to oppose this bill, and I am going to speak to the Companies (Address Information) Amendment Bill. I believe in privacy and the ability to protect our privacy—it is really, really important. And, look, I do want to acknowledge and congratulate the Hon Deborah Russell for having that member’s bill pulled and putting the spotlight on this issue, which is a really important issue. And to Laura Trask for obviously realising the same issue, that we do need to have these concerns and we certainly do need to address them because, especially for women, as you have spoken about already, there are potentially issues of stalking and harassment and that is not OK. However, we do not believe that this specific piece of legislation is the right way forward.

I do thank the member Deborah for giving a bit of a process around the Companies Office website and how it works. Because myself, I’m actually quite familiar with that process because I was a former journalist, actually, working here in Wellington for TV One News. As I’m sure many of you may be aware, the media often do try to unravel stories. They try to find out stories and hold people accountable, make us all transparent—hold politicians here in this House, actually, accountable—but they also hold companies accountable. So, you know, sometimes part of that job was actually to put the spotlight on companies that are actually acting fraudulently and not doing the right thing. So you could use that website to find out who those directors were and who those shareholders were, and hold them to account.

As a journalist, I actually did uncover quite a large story. It was actually an exclusive story and I did about three or four kind of exposés on this specific company that was fraudulently ripping a lot of its clients off. So that was not on, and that company was not doing a good thing. So I suppose what I’m trying to get to here is that, you know, that information on the Companies Office website actually can be very beneficial in some cases.

So let’s just look at perhaps why we are opposing it, which the Minister has already spoken to. But, you know—and as I have just mentioned—we do have to be careful and mindful that people can’t use it as a tool to evade something, and I think that’s a really important note to make. You know, we don’t want to see people using it as a tool to evade theft or fraud. There was obviously also another note there around the bill introducing a fee and perhaps that’s something that we also need to look at, and perhaps the lack of logic in some areas in terms of—giving the example around the shareholders and the directors and the discrepancy that we perhaps see there.

So the Minister’s already said that he’s going to revise that piece of legislation; we’re very well aware of the concerns here—and rightfully so—around privacy, and I think all of us can acknowledge that. But how to move forward is not this specific bill. We just need to make sure that we don’t have people who are manipulating the system and potentially, you know, who could evade fraud or other serious legal matters. You know, as companies—as the member Duncan Webb also referred to, there is a legal responsibility here as well. We also have to respect that legal responsibility when you are a company and when you are a director or a shareholder of that company as well. So I think that is also really, really important to note.

So, you know, we’re going to welcome the Minister doing some more work on this very important area, but we are not going to support the bill today.

Madam Speaker, thank you for the opportunity to take a call on this bill. It’s a good bill. It’s a good bill from my colleague the Hon Dr Deborah Russell; it is a good policy intention from Laura Trask, who has spoken on her very similar bill; and that’s why we should support it around the House tonight and enjoy the opportunity that we have—we still have—to break out in a round of “Kumbaya” about this cross-partisan thing that we can all do. If Labour and ACT can agree, surely we can agree that this is, indeed, sticking up for the little guy. This is about making small-business owners’ lives easier.

Because it is not about the big-business owners. Big-business owners have options to set themselves up with the kind of corporate structuring that allows them to already do this, to choose whether or not they want their directors’ details to be on the corporate register or not. They can use things that already enjoy the protections of limited liability, but still allow directors to not have their addresses published—things like limited partnerships which allow them to have all of their address details withheld from public view. That’s not available to the hairdressers and the tradies that Laura Trask spoke about tonight, and that’s why we should make this urgent change, even if there is further change coming later, which I welcome.

It was good to hear the Minister of Commerce and Consumer Affairs down here saying he’s going to review the Companies Act. So, if you’ll indulge me, I want to talk just briefly, in this reflective mood that Grant Robertson has set for the House tonight, about the corporate veil and about why we give people the ability to set themselves up, to limit their liability when they’re trading, through a company—that’s usually the way that we do it, although there are other entities like limited partnerships where you can do that. The corporate veil and limited liability allow commerce to happen between people because we say, in this very special set of rules, that only your liability in your trading relationships, in your business, will apply to this particular circumstance where you are complying with the Companies Office rules.

One of those particular circumstances is that people need to be able to find you. They need to be able to tell you if you owe them money or if they owe you money—that sounds reasonably right. The problem here is that because of successive amendments to the way that our corporate structuring rules work in New Zealand, some people can avoid those rules through limited partnerships, through trust structures which avoid the disclosure of details, and some people can’t—and that’s the little guy, and it’s often women, who are then subject to the kind of abuse online, the kind of abuse in real life, that we want to avoid for them.

So there is no reason to delay this. Some people already have the ability to do this. We want to make sure that small-business owners, who make up the majority of business owners in New Zealand, have the ability to enjoy the same kinds of protections that their big-business - owning counterparts have. I think it’s a good, fair approach to take immediately tonight.

Now, what I was saying about the commerce Minister coming down here and telling us he’s reviewing the Companies Act—that is good news. I’m really interested in that. When? When will the Companies Act be reviewed? Because the reason he gave tonight is that, you know, he’s got a few minor concerns that it could be aired out at select committee. We’ve had a number of really good members of the select committees tonight making contributions about not only their personal experience but their professional experience with the Companies Register and the Companies Office rules, so we know we have expertise in this House to be able to iron out these problems.

He’s identified privacy concerns. He’s identified the fact that we need to double these provisions up and make them apply to shareholders—all sensible stuff that members of this House can get their heads around. So the primary reason that we heard from him is, “Well, I’m reviewing the Companies Act.” But there’s no reason why that review of the Companies Act can’t go ahead at the same time as this provision would come in.

This is a sensible thing. I hope members in all parties can listen to this debate and change their minds here and now, because there is nothing in this bill which would create harm, there is nothing in this bill which would put the directors in a worse position than they were before, and there’s certainly nothing in this bill that would put shareholders in a worse position than they were before. In fact, it would just allow a small protection for the large number of small-business owners who are affected by this and who have been asking about this for a long time.

My colleagues made the point that the Institute of Directors have been asking for this for some time, that it is a stand-out thing that comes up for women in directors’ positions about why they would not become directors. So if we are committed in this House to making sure that small-business owners, medium-sized business owners are treated in the same way as large-business owners, then we should do this tonight. It makes sense.

The other concerns are around the fees. That is interesting. I will hold this Minister to account when he says that he does not think fees should be charged for Companies Office changes which are about safety. We will make sure that that is followed through if the Minister does, in fact, revise the Companies Act.

I stand before you tonight to oppose the Companies (Address Information) Amendment Bill at its first reading. The reasons are very simple. But, before that, I wanted to congratulate the Hon Dr Deborah Russell, because we sit on the Finance and Expenditure Committee together and I’m learning from her, and I’m learning from the fact that to have an idea to put in front of the House is sometimes not easy, because when an idea is not good enough it does not get support.

There are a couple of reasons why I don’t support this bill in the House tonight, and one of them is particularly around the fact that it is not addressing the solutions that it is proposing to the House, is not addressing the intention or the improvements that it wants to make with the amendment.

First of all, the bill’s main provision is to allow directors to, in a way, basically, substitute their residential address with a different address in the public record. However, I want people to understand, and I want members as well as our voters and constituents and also directors of companies in New Zealand to understand, that will hinder the transparency that we uphold so highly in New Zealand. If I can refer to the latest transparency.org.nz recent review on New Zealand’s latest corruption performance index, CPI, ranked in 2023, about conducting businesses in New Zealand, we are ranked top three in the world. We New Zealanders uphold high regard to how we conduct businesses in New Zealand, and one of the ways we do that is by being honest about who we are and what we do. So I don’t agree to the proposal in the House tonight, by simply trying to hide or trying to substitute the address on the Companies Office website.

Secondly, I also do not support this bill to the House because we, as New Zealand—and this is according to the Ministry of Business, Innovation and Employment official information, that in New Zealand, small and micro-business, including the self-employed, make up 97 percent of all companies registered in New Zealand. Ninety-seven percent are small and self-employed businesses. That means that on company office websites, when you go into registered companies, it’s 97 percent of the case where the shareholder information will be exactly the same as the director information. So I don’t understand how substituting the address for a director address on the company’s website will be helpful, when you can literally go to the next page, look at the shareholder, and identify the same person with her or his address.

I honestly think, in light of the considerations of the members, what they put forward, and, as well, their personal stories or their constituents’ stories that they have brought to the House today to try to address a legitimate concern of personal safety and privacy—however, they’re not talking about how do we address the problem of undermining transparency and accountability of business directors in New Zealand. To me, it’s just not good enough. In principle, I do acknowledge there is a need to protect the privacy and safety of our own people, but I do not support this bill, because it’s just simply not good enough. The amendment is only addressing one thing, without considering the full picture. The amendments that I see—that I’m reading and seeing and listening to tonight—are not improving towards the full intention of protecting people, because they have neglected the fact that small enterprises like the sole traders and the sole proprietors would still have their information displayed on companies’ office websites.

For me, I think it is critical for our country’s reputation in terms of transparency, and also the fact that we should be addressing the full problem instead of addressing part of the problem—I do not think the legislation put forward to the House today is really doing it justice. So, therefore, I do not support this bill to the House.

Madam Speaker, I seek leave to table a letter from Sarah Pallett, former MP for Ilam, to the then Minister of Commerce and Consumer Affairs, Minister Clark. It’s not publicly available. It just sets out the problem, as it has been addressed. Tabling it would enable it to be in the record.

DEPUTY SPEAKER: Leave is sought for that purpose. Is there any objection? There is not.

Document, by leave, laid on the Table of the House.

Hon Dr DEBORAH RUSSELL: Thank you, Madam Speaker. I’d like to begin this final speech by saying, well, I’m pretty sad that this bill looks like it won’t make it through the first reading. That’s a real shame, because I think it does address a real problem and addresses it in a thoroughly reasonable way.

I would like to begin by acknowledging again Sarah Pallett, who put this bill in the ballot during the last Parliament, which meant that, in this Parliament, when it was in the ballot in my name, it was able to be drawn out. So a thank you to Sarah for her work on this bill. I’d also like to thank Laura Trask, who has had a very similar bill in the ballot, addressing the same sort of issue. I’m grateful to Laura for a really good conversation about it, and I acknowledge that she personally supports this particular bill.

I guess, in this final address, I’d like to just go to how this problem is really caused. It is caused by the fact that we can find a director’s name and address very, very quickly and easily. When this bill was first drawn from the ballot, I wrote to the Minister of commerce, asking for his support for the bill. He did come to the House tonight, and I’m grateful for him coming himself—and he said he won’t support it. Nevertheless, as I wrote to him, I said, “Actually, Andrew”—although I did it a little more formally—“I managed to search the Companies Register and find your”—meaning his, Madam Speaker, not yours—“home address within about 30 seconds.” That’s how quickly I found his home address—being a middle-aged woman, I’ve probably forgotten it. I didn’t record it—

DEPUTY SPEAKER: We’ll let the member be the judge of that.

Hon Dr DEBORAH RUSSELL: Ha, ha! Because that wasn’t the point. But it did only take about 30 seconds to find the Minister of commerce’s home address. And that’s the problem: that people’s home addresses can be found so quickly and so easily.

Now, members opposite have pointed out some problems. They’ve said that, of course, the same thing applies to shareholders too—that can be easily searched. But that is precisely the sort of problem that can be ironed out at the Economic Development, Science and Innovation Committee. If this bill is a good idea—and they have said the principle is a good idea. Nevertheless, some of those problems could be ironed out at select committee, so it’s disappointing that it looks like we’re not going to have that process.

The last speaker, Nancy Lu, did raise an interesting point about transparency, pointing out that New Zealand does have very transparent businesses, and it’s a very good point. But, of course, this bill does not seek to enable all directors to use different addresses; it is just in the case where a director has serious fears for their own safety or for the safety of someone who lives with them, and they sign a statutory declaration to that effect, and then they can apply to have their name removed from the register and a different address used instead. That, to me, strikes the right balance between personal safety and maintaining transparency.

There is a balance to be sought there—of course we want to be transparent about business, and I think that’s quite correct too, given some of the problems I talked about myself, with phoenix companies. Nevertheless, I think we also need to be seriously concerned about physical safety. The rate of violence against women in this country is quite extraordinary. As I talked about, it’s not just women who are affected by this; it’s men as well.

We should be doing all we can to ensure that that people are safe in their own homes, and this bill would have added to that. So I am deeply disappointed that a couple of the parties opposite are not able to support this bill this evening. I am grateful for Laura Trask’s support, and I’m grateful for the support of the Māori Party and the Green Party on this bill. Having said that, I commend it to the House.

The question is, That the Companies (Address Information) Amendment Bill will be considered by the Economic Development, Science and Innovation Committee.

Motion agreed to.

Bill referred to the Economic Development, Science and Innovation Committee.