Companies directed by a single individual living outside Australasia – to be removed

New Zealand registered companies that continue to be directed beyond 28 October 2015 by a single individual who resides outside Australasia – will be removed from the register of companies by the Registrar of Companies, under changes being introduced by the Companies Amendment Act 2014 and the Limited Partnerships Amendment Act 2014. Under this legislation ……

By 28 October 2015 ….

All New Zealand companies will have to have at least one director who either lives in New Zealand; or lives in Australia and is a director of a company incorporated in Australia by 28 October 2015.

When filing annual returns after 28 October 2015 New Zealand companies will need to indicate whether any director living in Australia is also a director of a company incorporated in Australia. They will also need to provide details of one of those Australian companies (ACN, name and registered office address).

All sole directors of any NZ company who reside outside Australia will have to get busy and before 28 October 2015 appoint at least one suitable director who actually resides in New Zealand, if the company is to comply with the new law. This may prove a demanding task in the case of for example, a sole director who resides in the United States and who currently directs a significant number of NZ companies on his/her own.

See informative case study link PDF below.

John M Carr Companies Scheme Updated 3 July 2015

Porn Company Connections and Directors John M. Carr and Steve Crow

Also see reference:

Photos of John Malcolm Carr CPA

Photo 1: http://www.carr.co.nz/images/jmc.jpg

Photo 2: http://www.bankler.com/AboutUs/JohnMCarr/tabid/130/Default.aspx

Photo 3: https://www.linkedin.com/in/johnmalcolmcarr

Photo 4: http://taxdeity.com

Soaring Kiwis – Non-Compliance with the Companies Act: A Case Study

Soaring Kiwis LtdJohn Malcolm Carr is the sole director of this company and its board has failed to file its annual return with the Registrar of Companies. It was due in May 2015. This failure is a breach of Section 214 of the Companies Act 1993. Every director of a company commits an offence in failing to comply with s. 214 and is liable on conviction to the penalty set out in section 374(2) of the Act (see below).

See: John Carr Company Scheme Updated 1 July 2015

Let’s see how the law works in this case …… in a study of non-compliance and enforcement issues.

Section 214 Companies Act 1993: Annual return

(1) The board of a company must ensure that there is delivered to the Registrar each year, for registration, during the month allocated to the company for the purpose, an annual return in the prescribed form or in a form the use of which by the company has been approved by the Registrar pursuant to subsection (8), or as near to it as circumstances allow, and containing as much of the information specified in Schedule 4 as is prescribed. 

(2) The annual return must be dated as at a day within the month during which the return is required to be delivered to the Registrar and the information required to be contained in it must be compiled as at that date. 

(10) If the board of a company fails to comply with subsection (1) or subsection (2), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

Source: http://www.legislation.govt.nz/

The Companies Office website’s latest Notice relating to Soaring Kiwis Ltd (Co. No. 4349845) states::

“This company is now overdue in its obligation to file an annual return. If the annual return is not filed immediately the Registrar will initiate action to remove the company from the register.”

Soaring Kiwis Ltd was incorporated on 11 March 2013 and its “Operations Manager” is Alexander Carr, son of John M Carr.

See: https://www.linkedin.com/in/alexandermcarr  (Photo source)

Alexander Carr LinkedIn

Soaring Kiwis: Operations Manager: Alexander Carr

IT Manager/Administrative Assistant at Global Group of Carr Companies

Greater Minneapolis-St. Paul Area
Information Technology and Services 
Soaring Kiwis

– Present (2 years 3 months) Auckland, New Zealand

“Established initial concept of Soaring Kiwis; Unmanned Arial Vehicle (UAV) company developed to facilitate the arial imaging of residential and commercial properties

“Collaborated with owner to launch company; independently completed client projects and provided high quality arial imaging and edited final videos

“Created budgets, controlling costs, and worked with New Zealand government Civil Aviation Authority to successfully acquire an operating certificate

“Oversaw day-to-day operations in addition to developing and managing website, creating product packages and finding new clients.”

____

Soaring Kiwis Ltd is listed by John M Carr as a business involving “Aerial drones UAV” [unmanned Aerial Systems]. Its website is soaringkiwis.com and the company is 100% owned by Velocity Partners Ltd, a company which is directed and owned by US citizen John M Carr CPA. He records his residential address for this and all his other NZ-registered companies as 289 Cornish Point Road, Rd 2, Cromwell, 9384, New Zealand. This property is a Bed & Breakfast unit. Mr Carr resides in San Antonio Texas.

The registered office address for Soaring Kiwis Ltd is recorded on the Companies Office website by John M Carr as 13c 33-35 Apollo Dr, Albany, Auckland, 1136, New Zealand, while that of its parent company, Velocity Partners Ltd, is recorded as Unit 13, 33-35 Apollo Drive, Rosedale, Auckland, 0632, New Zealand. No address for either of these company’s share registers is provided by John M Carr CPA. Interestingly, no such address is provided for any of the many companies he directs and owns, with the exception of Cornish Point Development Ltd which has its share register address recorded as 14/31 Greenlane Rd, Remuera Auckland 1136 (effective from 8/06/2004).

The List of Companies directed by John M Carr CPA that have been struck off the register, some after having been put into liquidation, is extensive

IT WOULD APPEAR THAT ALL HAVE BEEN PURSUED BY THE INLAND REVENUE DEPARTMENT FOR UNPAID TAX FOLLOWING FAILURE TO FILE ANNUAL RETURNS, AND EACH HAS BEEN STRUCK OFF THE REGISTER OF COMPANIES ONLY AFTER ANY OUTSTANDING TAX ISSUES WERE SETTLED WITH THE DIRECTOR – John Malcolm Carr.

Below are the most recent companies struck off directed by John M Carr:

Eden Digital Ltd (Struck off)  [Held licence for Erotica Lifestyles Expo run by Steve Crow]

Director: John M Carr Appointed director 23/04/08. Ceased 13/09/11

Director: Stephen (Steve) Peter Crow. Appointed 23/04/08. Ceased 15/05/10

Disqualified [banned] as director for four years 16/04/10 to 16/04/14

In Liquidation

from 22 Nov 2011 to 28 Aug 2013

Registered

from 23 Apr 2008 to 22 Nov 2011

Struck off 22 Nov 2011

Esprit Events Ltd (Struck Off) [Held licence for Erotica Lifestyles Expo run by Steve Crow].

Sole Director: John M Carr

Registered from 10 Nov 2011 to 18 Jun 2013

Struck Off 18/06/13

Digital Matrix Ltd (Struck Off)

Sole Director: John M Carr 10/11/11 to 31/07/12

Registered from 10 Nov 2011 to 18 June 2013

Struck Off 18/06/13

First Virtual Deposit & Nominee Company Ltd (Struck Off)

Sole Director John M Carr: 6/07/00 to 13/09/13

Registered 6/07/00 to 13/09/13

Struck Off 13/09/13

Pick-A-Flick Ltd (Struck Off)

John M Carr Sole Director 11/06/09 to 13/09/13

Registered 11/06/09 to 13/09/13

Struck off 13/09/13

CVC Group Ltd (Struck Off) [Owned licence for Erotica Lifestyles Expo]

Sole Director: John M Carr 16 May 2010 to 31 Oct 2013 (Co-director from 3 Dec 2007 to 15 May 2010 with Stephen Peter Crow). Steve Crow director from 29 Nov 2005 to 15 May 2010).

Registered 29 Nov 2005 to 23 June 2014

Struck off 23 June 2014

Payroll Solution Services Ltd (Struck Off)
In Liquidation by Order of Auckland High Court – petitioner (creditor) I.R.D.

Sole Director: John M Carr. Appointed 28/08/03

Registered  from 28 Aug 2003 to 02 Sep 2011

In Liquidation from 02 Sep 2011 to 08 Aug 2014

Struck Off 08 Aug 2014

Cheyenne Investment Company (NZ) Ltd (Struck Off)

Director John M Carr 24/05/91 to 18/08/14

Registered 26/07/90 to 18/08/14

Struck Off 18/08/14

Coronet Hotels Ltd (Struck Off)

John M Carr Sole Director: 16/09/03 to 18/08/14

Registered 16/09/03 to 18/08/14

Struck off 18/08/14

Aotea Online Ltd (In Receivership)

Director John M Carr 20/10/14 to 30/10/14

Registered 15/11/10 to 15/12/14

Struck Off 15/12/14

New Zealand Petroleum Exploration Ltd (Struck off)

John M Carr – Co-director: 9/11/94 to 8/01/15

Registered 3/07/68 to 8/01/15

Struck Off – 8/01/15

Carrlandazz Holdings Ltd (Struck Off).

Director John M Carr: Appointed 25/09/02
Registered  from 25 Sept 2002 to 17 Mar 2015

Struck off 17/05/2015

A general observation.

It is common practice for company directors with a history of numerous failed companies (especially those put into liquidation by order of the Court following a petition from a creditor such as the IRD), and who have been disqualified to act as company directors in the past; to deliberately choose not to submit an annual return. By not doing this, an action which is contrary to the Companies Act 1993, they force the hand of the Companies Office to remove their company from the register. Directors do o in order to try and avoid the costs involved in winding up their company, a process that can involve disclosing the company’s state of affairs to the IRD. Directors who fail to file annual returns often do so deliberately to give themselves time to hide company assets prior to a liquidator(s) being appointed or even when the liquidation process is underway. Assets are promptly transferred by such unscrupulous directors to the parent company in which they have beneficial interests, and/or the assets are sold ‘down’ at discount prices to their related companies so that the liquidator is deprived of the funding sources he/she is entitled to use in an attempt to realise assets so that creditors can be paid.

DSS Ecotech Ltd – Non-Compliance with the Companies Act: A Case Study

DSS Ecotech Ltd: Simon Hugh Johnston is co-director along with David Bruce Crow of DSS Ecotech Limited [formerly ASM Sonic (NZ) Ltd]. These two directors have failed to file the company’s Annual Return that was due in May 2015…… Let’s see how the law works in this case …… in a study of non-compliance and enforcement issues.

The Companies Office website reports:

This company is now overdue in its obligation to file an annual return. If the annual return is not filed immediately the Registrar will initiate action to remove the company from the register.” [Read more…]

Soaring Kiwis Ltd – Non-Compliance with the Companies Act: A Case Study

Soaring Kiwis LtdJohn Malcolm Carr is the sole director of this company and its board has failed to file its annual return with the Registrar of Companies. It was due in May 2015. This failure is a breach of Section 214 of the Companies Act 1993. Every director of a company commits an offence in failing to comply with s. 214 and is liable on conviction to the penalty set out in section 374(2) of the Act (see below).

Let’s see how the law works in this case …… in a study of non-compliance and enforcement issues. [Read more…]

New Zealand Petroleum Exploration Limited: ‘defunct’ company with issues of non-compliance

The Registries Integrity and Enforcement Team (RIET) are part of the Companies Office.  Its  role is to ensure the integrity of the registers that are administered by the Companies Office, by proactively monitoring their use.  RIET primarily acts by seeking compliance or preventing misuse but, where appropriate, it prosecutes offences on behalf of the Registrar of Companies – Mandy McDonald.

The public are encouraged to contact RIET if they become aware of company directors who are failing to comply with the law.

see: http://www.business.govt.nz/companies/about-us/enforcement/contact-registries-integrity-enforcement

To help understand the crucial role of RIET consider the following case study: [Read more…]