What is the difference in liability between company directors and secretaries in New Zealand?

Directors in New Zealand face higher personal liability. They're legally obligated to manage the company responsibly, making decisions with care, avoiding conflicts of interest, and always acting in the company's best interest. If they don't, they can be held personally accountable, especially if they breach fiduciary duties or allow the company to trade while insolvent.

On the flip side, company secretaries generally face less liability. Their role includes tasks like signing official documents and lodging forms with the Companies Office. But while they might have powers similar to directors, they don't usually carry the same heavy duties. They still, however, can be penalised for not lodging necessary documents with the Companies Office or for fraudulent activities.

For both roles, it's crucial to check the company's constitution or shareholders' agreement. Sometimes, these documents specify extra duties or liabilities.

And a side note: in smaller New Zealand companies, it's not rare for one person to be both the director and the company secretary. This means they'd take on responsibilities—and potential liabilities—of both roles.