Company Registration | New Zealand

Companies Act 1993; Companies Act 1993 Regulations 1994

Private limited liability company (private LLC)
Public limited liability company (public LLC)

Any activity not prohibited by law. A licence is required for banking activity, activity with features of an investment, mutual or venture fund, insurance and passenger transportation.

None

3 days from submission of all required documents.

The law does not prohibit purchase of already registered companies.

It must not be identical or similar to an existing name.

The name must contain the required abbreviation corresponding to the company type.

The words “National”, “Bank”, “Chamber of Commerce”, “Insurance”, “Municipal”, “State”, “Royal” or other words or phrases with the same meaning cannot be used in the company name.

Memorandum
Company Constitution (CCN)
Confirmation of company name reservation from The Companies Office

Share capital consists of shares contributed by the shareholders (owners) of the company to the total capital. It may be expressed in cash or property. Property may be an asset with a real market value. Intellectual property may also be contributed to the company capital provided that the rights to such property may later be transferred to third parties without restrictions. The value of property represented by real estate and contributed to the company capital must be confirmed by a licensed auditor, but may be stated at a lower value at the contributor's request.

The share capital may be declared; there is no requirement for mandatory payment of the capital with liquid funds.

Ordinary, registered and savings shares with nominal value, as well as bearer shares, may be issued. Shares without nominal value are prohibited.

Company shareholders may be legal entities or individuals resident in any country of the world. The minimum number of shareholders is two. If one person becomes the shareholder of a private company, liability for payment of debt or compensation of losses will be unlimited and will apply to all assets of the shareholder.

Company directors may be individuals or legal entities resident in any country of the world. The minimum number is one director, who has all powers except those reserved exclusively for shareholders, as defined by the memorandum, company charter and/or law.

Annual meetings of shareholders (owners) are required. The place and time are selected by the shareholders themselves. The validity of the general meeting is confirmed by the presence of all shareholders (owners) of the company. For public companies, a general meeting of shareholders must be held no later than 15 months after the previous general meeting.

Director meetings are regulated by the company charter.

Each company must keep current accounting records that show all transactions carried out by the company during one financial year so that the current financial position of the company can be determined. The accounting records contain continuous daily records of all funds received or sent, records of liquid assets, shareholder interests and their total amount. The records must be kept at the stated legal address and must be available to financial control authorities.

All legal entities must conduct an annual audit of business activity.

All legal entities registered in the national company register must obtain a tax identification number (IRD number), whether or not they have domiciled status.

Company name, registered office, share capital, addresses and names of directors and shareholders, accounts payable.

Companies without domiciled status in New Zealand do not pay income tax or goods and services tax (GTS) on income from foreign sources.

Company income tax on income from sources in New Zealand is 33%.

The law does not restrict the company in its choice of banks or the countries where they are located, or the total number of accounts required for its own business needs. The law protects the confidentiality of information about the company's banking operations.