The “Application for Name Approval” is filed with the Companies Office. Please note that if your initial choices are not acceptable by the Registrar of Companies there are further application and filing fees payable. When the name approval has been granted the applicant is given a name approval form that is valid for 20 working days. In the letter of name approval, you are advised that you should be aware that the company’s name application may infringe rights arising under the Trademarks Act 1953 and the Fair-Trading Act 1986. Please have a look and search the New Zealand Trademark Register at the Intellectual Property Office of New Zealand.
Every company must have a registered office in New Zealand, as well as an address for service, where legal documents can be delivered to the company. Both addresses must be notified to the Registrar on application for incorporation.
It has to be a physical New Zealand address, not a postal box or document exchange; normally it is the business address of our company. If a company wishes to change its registered office or the address for service, the change and the date upon which it is to take effect must be notified to the Registrar. This date must be at least five working days after the notice is registered. At the registered office, a company must keep the following documents:
Constitution of the company; Minutes of all meetings and resolutions of shareholders within the last 7 years; Share register and the register of Director’s interests; Minutes of all meetings and resolutions of directors and directors committees within the last 7 years; Certificates given by directors under this act within the last 7 years; Full names and addresses of the current directors; Copies of all written communications to all shareholders during the last 7 years, including annual reports; From when the Company commences business copies of all financial statements and financial statements for the last 7 completed accounting periods of the company; Accounting records for the current accounting period and for the last 7 completed accounting periods of the company; The share register.
The share register, if undivided, is the company’s principal register and must be kept at its registered office. If divided, the registers may be kept elsewhere.
We act as your registered office and address for service. That is particularly important for overseas owners, who could otherwise have trouble in registering in NZ. We can only act for you; if you keep in mind the requirements mentioned above and please keep in mind that we are not liable in any circumstances for any failure complying with those requirements.
Forming a company in New Zealand is straightforward and reflects the modern corporate code which New Zealand adopted in 1993. The salient features of the company law which will be of interest to clients include:
A company must have at least one Director and one share.
Directors have to be natural persons.
At least one of the Directors must be resident in New Zealand.
There is no capital requirement although the shares are denominated according to a monetary value. The minimum value for a share is 1NZ$.
No need for a Constitution (Memorandum and Articles of Association) as the company is deemed to have all the powers of a natural person.
Shareholders may be corporate bodies or natural persons and may be either resident or non-resident.
The company needs to have a business or management service office in NZ.
If over 25% of the shares of the company are owned by a non-resident, audited annual accounts must be filed in the New Zealand Companies Office. This requirement does not apply where the shares are held by a New Zealand nominee which holds the shares on behalf of an overseas Shareholder.
A New Zealand company can be formed in 24 hours. The minimum information required to form a company is:
Proposed company name
Full name and residential address for the Directors
Full name and residential address for the Shareholders
Both members and directors need to file a Consent and deliver certified copy of passport and original or certified copy of recent Utility Bill as proof of address; if these documents are not issued in the English language, certified translations are required.
|Company Status:||Companies Act 1993|
|Type:||Limited by Shares|
|Company ending in:||Limited|
|Memorandum & Articles:||English|
|Time to Incorporate:||Same day|
|Common or Civil Law:||Common|
|Capital:||New Zealand dollar – not specified|
|Share restrictions:||Bearer shares not allowed|
|Minimum number of shareholders:||One|
|Corporate Shareholders Allowed:||Yes|
|Bearer Shares Allowed:||No|
|Minimum number of Directors:||One|
|Corporate Directors Allowed:||No|
|Directors qualification:||Personal, local or overseas|
|Secretary:||Personal, local or overseas|
|Nationality of Directors/Shareholders:||Shareholders – Any Country|
Minimum 1 Director must be NZ Resident
|Annual Meetings Required:||Yes|
|Registered Office:||We provide|
|Registered Agent:||We provide|
|Public Information:||Company name, registrations, Directors & Members|
|Documents at Registered Office:||Statutory Registers|
|Accounting requirements:||Annual Return filed. Company must maintain proper records|
|Annual Return:||Payment of Annual Government fee, Directors, Shareholders & changes|
|Where are meetings held:||Anywhere|
|Any exchange controls:||None|
|Double taxation treaties:||Comprehensive list of countries|
|Exchange of information:||Yes|
|Taxation:||Tax on profits, not normally capital gains, comprehensive legislation|
|Attendance in New Zealand:||Not Required (Formalities by fax, email, and courier)|
|Bank Accounts:||Can be open worldwide|
|Special notes:||Companies Office provides internet access & registration|
The reason for this is that if more than 25% of the shares, or a majority of Directors are resident outside New Zealand then the company has to produce annual audited accounts that are filed with the company annual return – client’s option and decision.
A Company that is formed and registered in New Zealand under the New Zealand Companies Act 1993 (NZ Company) as well as a body corporate that is incorporated and registered outside New Zealand but is carrying on business in New Zealand (Overseas Company) are required to file an “Annual Return” in a designated month and pay the required annual filing fee.
A Company is not required to file an Annual Return in the calendar year of its incorporation. Companies can apply to the Registrar to vary the month in which they file their Annual Return. A “Shuttle Annual Return” is sent by the Registrar to the company’s address for communication, or its registered office one month before the return is due to be filed, or there is also the option to file the Annual Return on-line with the Companies Office.
The information within the shuttle Annual Return is obtained from the New Zealand Companies Office database. The process of requiring an Annual Return is an important way of verifying the information contained in this database. Where the information on a shuttle Annual Return needs to be updated, follow the instructions on the form. Date of Annual Return. The Annual Return is completed upon this date. It must be a day in the month the return is due. All information must be correct as at this date.
It is usual for a trust to be created by the execution of a formal written deed. Following execution of the trust deed a trust will come into existence upon settlement of the initial property.
SC & Associates is able to assist with preparation of all of the appropriate documentation and provide the following services:
Initial advice and liaison with professional advisers;
Drafting the trust deed and letters of wishes (or deed of retirement and appointment of trustees, as the case may be);
Formation of underlying companies to hold trust assets;
Preparing and reviewing documentation relating to commercial transactions;
Selecting an appropriate trustee to administer the trust.
When you order any of our company formation products, you’ll get FREE support from our lawyers to help answer your NZ Company day-to-day management questions.
Start your New Zealand Company registration with SC & Associates today.
Get Started with a legal consultation and see the most suitable corporate structure for you.
No Obligation. No-Risk. Completely Confidential
Tailor-Made Customized Business Solutions
Made Completely for You.
No Obligation. No-Risk.
Completely Confidential Tailor-Made Customized Business Solutions Made Completely for You!