We have compiled a list on questions we receive about registering a company (a legal entity) in New Zealand.
Please take note that Private Box is a mail forwarding company. We do not provide legal or financial advice.
The contents of this post are based on our experience when dealing with the New
Zealand Companies Office. We make no warranty to the accuracy of it, and you must make your own investigations to verify the information provided.
What types of companies can I register with in New Zealand?
There are two types of companies - NZ Limited company and an Overseas company.
A NZ Limited Company requires an NZ resident as a director. You can also have an Australian resident as a director if they are a director of an AU company already. NZ Limited companies are tax resident in New Zealand and their shareholders have limited liability. The NZ Limited company can be owned by individuals (either in NZ or overseas) or another company (in NZ or overseas).
Overseas Company registration is where you register an existing overseas company to do business in NZ. These can be ASIC (Australian Securities & Investments Commission) Overseas companies and Non-ASIC overseas companies. There is no difference, except that the NZ Companies Office has some integration with ASIC to make the set-up and administration a little simpler. An Overseas Company is non-resident for tax and has no protection regarding shareholder liability in New Zealand.
You can view more information about types of companies on the NZ Companies Office website.
What requirements are there for NZ Limited company?
An essential requirement is having an NZ resident as a director. You can also have an Australian resident as a director if they are a director of an AU company already.
You will also need the following:
- A registered office address - This is a physical address where the company records are stored and must be in New Zealand.
- An address for service - This is a physical address where legal documents can be "served" on the company.
- An address for communication - This can be a PO Box, Private Bag or physical address where the NZ company's office can contact you regarding your company.
- Every year you must complete an annual company return.
- You will need to file an NZ income tax return each year (even if there is no income, also known as a "nil" return).
Do I need an NZ resident director?
Registering an NZ Limited Company must have at least one NZ resident director.
Private Box does run an introductory service based on your requirements. Please get in touch with us for more info.
How much does it cost?
You can get current pricing from https://www.privatebox.co.nz/pricing/.
When writing this article, the first NZ Limited Company is included free of charge for all of our business plans.
Additional NZ Limited Companies will incur additional costs.
Overseas companies incur an additional fee.
What are the tax rules?
When registering an NZ Limited Company, you have an option to register for tax or not. For more info, please see https://companies-register.companiesoffice.govt.nz/help-centre/starting-a-company/tax-registration.
What is the legal liability of companies?
NZ Limited Companies' shareholders have limited liability, but their directors may be liable for negligence or not being proactive around best practices.
A limited liability company is responsible for all of its legal and financial obligations. It's the liability of the shareholders that's limited.
Shareholders are only liable for:
- money owing on their shares
- personal guarantees they give lenders or creditors, such as banks or suppliers.
Limited liability companies are incorporated under the Companies Act 1993.
How do I register Overseas companies in New Zealand?
There are three ways an overseas company can operate in New Zealand. It can:
- Set up a New Zealand subsidiary — the overseas company owns 100 per cent of the shares, and the subsidiary is registered on the Companies Register as an NZ Limited Company.
- Establish a business, for example, a branch, for its NZ operations — the business is not a separate legal entity but is governed by New Zealand law
- to become a New Zealand company — the overseas company leaves its country of incorporation and transfers its incorporation to New Zealand (as an NZ Limited Company).
For more info, please see the NZ companies office website.