Company Incorporation Step by Step: New Zealand
By Celestine Loh, Last updated: 2021-06-03 (originally published on 2020-08-13)
This article covers the main points on registering a company in New Zealand. Read on for details on New Zealand’s requirements, procedures, and the estimated timeline to register a company.
Minimum Setup Requirements to Register a Company in New Zealand
- Director -1
- Shareholder – 1
*The shareholder can be the director
- Official Local Office Address
- Local registered agent
At least one director must reside in either New Zealand or Australia.
Once the company name is reserved, all other procedures must be completed and approved within 20 working days to successfully incorporate your company. Therefore, it is important to make sure you have all the required information and signatures from the required parties beforehand to ensure a smooth application process.
The registration process can be completed online through the New Zealand Companies Office website, managed by the Ministry of Business, Innovation & Employment.
The estimated total cost of applying for incorporation is roughly NZD$115.
*Most importantly, in order to start the online registration, you will need to have a RealMe®️ login and an online services account with the Companies Register.
**New Zealand corporations pay an annual renewal fee of USD$6,000.
Step 1: Reserve a Company Name
It is important to make sure the proposed company name meets all the criteria and it is available. The name cannot be identical or almost identical to an existing company’s. Proposed names can be checked using the ONECheck platform and it should not fall within the restricted names as set out in the Companies Act 1993.
Once the application has been submitted, the Companies Register office will check for all requirements. If approved, you will receive an email notification to confirm the reservation of the company name. From the date of confirmation, you will have 20 working days to fully successfully incorporate your company.
Step 2: Registering your Company
As mentioned earlier, it is important to have, on standby, the required documents for the following applications. It is also advisable to have the directors and shareholders registered to be available to sign the consent forms as required within the 20 working days period.
- Registered office address for place of business
- Legal name and address of all registered directors
- Legal name and address of all shareholders
- Declaration of an Ultimate Holding Company (UHC) – if applicable
- Tax registration – for an Inland Revenue number and a Goods & Services Tax (GST) number
- Annual return filing month
- Company constitution – optional but highly recommended
Once all the documents mentioned have been prepared, you can submit the online application for incorporation. More information can be found here.
Step 3: File the required Consent Forms
Once the online application has been submitted, the Companies Register office will reply with the required consent forms to be signed individually by all registered directors and shareholders.
The signed consent forms must be returned to the Companies Register office within the 20 working days stipulated period as well for the registration to be successful.
Once the consent forms are all received by the Companies Register office and all documents have been approved, the office will send a Certificate of Incorporation and information of your company will be publicly available on their website.
All New Zealand registered companies might be audited yearly. Therefore, it is advisable to keep detailed documentation of the company.
If your company is a subsidiary of a company incorporated outside of New Zealand, and the total assets of the entire company is more than NZD$20 million or have a total revenue of more than NZD$10 million, you will have to file audited financial statements.
If your company has more than 25% of its voting shares held overseas, and the total assets of the entire company is more than NZD$60 million or have a total revenue of more than NZD$30 million, you will have to file audited financial statements.
Annual Return Filing
On top of tax returns and financial statements, all New Zealand incorporated companies need to submit an annual return.
An annual return is a yearly update of publicly available information about your company to be published on the Companies Register website. Failure to submit results in the company being off the register.
More information can be found here.
Corporate Tax Requirements
All New Zealand incorporated companies are taxed on worldwide income. The current tax rate is 28%.
Annual General Meeting
All New Zealand-registered companies must hold their Annual General Meeting for each calendar year. The meeting must be no later than 6 months after the company;s balance date and no later than 15 months after the previous annual general meeting.
For newly incorporated companies, the annual general meeting must be held within 18 months of the first day of business.
This article does not constitute legal advice.
The opinions expressed in the column above represent the author’s own.