Questions and Answers

Part 8 Section 151 of the Companies Act 1993 sets out that “…a person that is not a natural person cannot be a director of a company.”

In effect this means that New Zealand companies cannot have corporate Directors.

Part 5 Section 26 of the Companies Act 1993 sets out that New Zealand companies are not required to have a constitution, although there is no restriction to prohibit a company from having a constitution, if they wish to do so.

Part 5 Section 28 of the Companies Act 1993 sets out that if the company does not have a constitution, all of the duties, powers, rights, and obligations of the company, its Directors and Shareholders will be prescribed in the Companies Act 1993.

During the process of incorporation, the company can upload a constitution to be held by the Companies Office and made available to the public.

Under current New Zealand tax regulations, any New Zealand registered entity which meets any of the following conditions must be register for GST:

• Turnovers or taxable activity exceeding NZD 60 000 in the previous 12 months, or
• Turnovers or taxable activity is expected to exceed NZD 60 000 in the next 12 month.

All companies that become liable to register for GST (by meeting the above criteria) must apply for a GST registration within 21 working days of becoming liable.

It is possible for New Zealand companies to apply for GST during the incorporation process.

The New Zealand fiscal year starts on April 1st each year, and ends on March 31st the following year.

Further details regarding the dates of filing and payment of taxes in New Zealand can be found on our New Zealand Tax Calendar.

Subject to Section 120 of the Companies Act 1993, the board of any New Zealand company must call an annual meeting of shareholders:

• within 6 months of the balance date of the company, and
• no later than 15 months following the previous annual meeting, and
• within 18 months of its registration.

The company is not obliged to hold its first meeting within the same calendar year as its initial formation, but it must comply with the rules listed above in order to fulfil its obligations.

The New Zealand Look Through Company (LTC) is a standard New Zealand Limited Liability company, which has applied for and been granted tax transparent status by the New Zealand Inland Revenue Department.

For taxation purposes, the profits and expenses raised by the activities of the company are regarded as being raised by the shareholders of the company. The Look Through Company is not taxed at a corporate level as its profits “flow though” to its shareholders.

In order to be granted for LTC status the company must:

• Have 5 or fewer shareholders, and
• Only have shareholders who are individuals, other LTCs, or Trustees acting on behalf of a Trust, and
• Have met all the conditions for holding LTC status in the year for which the application is granted.

The corporate income tax rate in New Zealand is set at 28 percent for all incomes earned in the 2012 fiscal year and after.

In some circumstances the corporate tax rate may not apply to the profits raised by New Zealand entities doing business overseas.

For more detailed information on the tax rates which apply to New Zealand business entities, please see our guide to New Zealand tax rates.

The transparent status of the New Zealand Look Through Company is set out in the Income Tax Act 2007 Part H Subpart HB 1, which describes all of the conditions which must be met in order for an LTC to obtain and maintain transparent status.

The Section B Subpart BD 1 sets out the tax treatment of foreign-sourced incomes derived by non-residents, and applies to the distribution of profits from the LTC due to its transparent status.

Newly registered companies have not yet needed to file an income tax return may be granted LTC status for their first income year.

Companies which are already trading may only be granted LTC status for the income year after their application is lodged.

Non-active companies may be granted LTC status for their first active year after they file for company reactivation.

New Zealand regulations do not restrict the types of business and activities a company may carry out, as long as they are compliant with the laws of the country in which they operate. New Zealand companies do not face any extra regulations regarding their business activities after they are granted Look Through status.

The definition of “tax agent” is outlined in section 34B(2) of the Tax Administration Act 1994, but as a simple explanation can be thought of as a tax specialist who prepares tax returns for at least 10 taxpayers and meets a set of criteria for qualifications and professionalism.

The Tax Agent may communicate with the Inland Revenue Department and represent the best interest of the client. While taking on a Tax Agent is not necessary, it is highly recommended as it is an invaluable service for all companies meeting their tax administration, tax filling, and bookkeeping obligations.

Clients of Tax Agents can also be granted an extension of time for filing of annual income tax returns.

The Companies Act 1993 sets out, in Part 10 Section 189, that all New Zealand companies are required to keep the following documents at their registered office:

• The company constitution, and
• All the minutes of all meetings of the shareholders, and all the resolutions of the shareholders for the last seven years, and
• All the minutes of all meetings of the directors, all of the certificates given by the directors, and all the resolutions of the directors for the last seven years, and
• The registers of the company, and
• The full names and addresses of all of the current directors of the company, and
• Copies of all written communications to all shareholders during the last 7 years, and
• All financial statements and group financial statements required to be completed by the Companies Act 1993 or the Financial Reporting Act 1993 for the last 7 accounting periods of the company:
• The accounting records for the current accounting period and for the last 7 completed accounting periods of the company:

After a New Zealand company is incorporated, the following documents will be available online from the Companies Office Register:

• Certificate of Incorporation
• Company Extract
• Company Constitution
• Shareholder and Director Consents

The documents are available as electronic copies, but we can arrange for physical copies of the documents to be affixed with an apostille and delivered to you via courier.

Provisional tax is not an extra tax faced by New Zealand companies, but a system for meeting companies’ tax obligations through a set of provisional payments over the course of several preset payments throughout the year.

Every company which had a tax liability of NZD 2 500 or more in one year will be required to pay provisional tax in the following fiscal year.

At the end of the year, the cumulative provisional tax payments will be deducted from the final tax bill of the company.

Currently there are three different methods for calculating and estimating provisional tax payments, and your New Zealand accounting professional will assist you with meeting the filing and payment obligations for your company.

Please see our guide for more detailed information on Provisional Taxes.

Some examples of actions which may be liable to attract a penalty in New Zealand are:

• Failing to maintain a share register, a penalty of up to NZD 10 000
• Failing to clearly state the name of the company in any contracts or written communications, a penalty of up to NZD 5 000
• Failing to register a transfer of shares, a penalty of up to NZD 5 000
• Making false statements regarding the performance of the company, a penalty of up to NZD 200 000
• Destroying or falsifying records of the company, a penalty of up to NZD 200 000
• Carrying out fraudulent business, a penalty of up to NZD 200 000
• Failing to ensure that reasonable accounting records are kept, a penalty of up to NZD 10 000
• Failing to prepare an annual report within five months of the company balance date, or failing to provide the shareholders with the annual report, a penalty of up to NZD 10 000
• Failing to ensure that auditors have appropriate access to the company documents, a penalty of up to NZD 10 000

In order for the New Zealand Companies Office to authorize your New Zealand company formation you will need to provide physical copies of the following:

1. Certified copies of the passports of all the Director(s) for the New Zealand company.
2. Certified copies of utility bills as Proof of Address for all the Director(s) of your new New Zealand company.
3. Certified copies of the passports of all the Shareholder(s) for the New Zealand company.
4. Certified copies of utility bills as Proof of Address for all the Shareholder (s) of your new New Zealand company.
5. The Constitution for your New Zealand company.

The New Zealand company is not required to have its own unique Constitution but can upload one at the time incorporation. You may use your own Constitution, or we may assist you to find a suitable Constitution, if required.

All the documents provided when incorporating a New Zealand company must be in English, if the documents are not in English they must be translated before they will be accepted by the New Zealand Companies Office. We may assist you to have your documents translated in New Zealand.

For more detail on how documents must be certified for use as Proof of Residency or Proof of Identity when incorporating a New Zealand company can be found on our website.

Reserve the company name

Each New Zealand company must have a unique name and must comply with all regulations set out in Companies Act 1993. In order to proceed with the New Zealand company registration, please check if the proposed name for the company is already on the New Zealand company register LINK. As part of our services, we will reserve the proposed name for your New Zealand company, and provide you with confirmation from the New Zealand Companies Office when the name is granted.

Provide details for the New Zealand company

Once the name of your new New Zealand company is reserved, details of the proposed company can be submitted to the Companies Office.

In order to proceed with the application, you will have to provide:

1. Full name of the director(s) of the new Zealand company.
2. Full legal name of shareholder(s) for you new New Zealand company.
3. Residential address of the proposed Shareholder(s) of the New Zealand company.
4. Residential address for the proposed Director(s) of the New Zealand company.
5. The amount of share capital of the new New Zealand company.
6. Number of shares which will be issued.
7. Registered address in for the Company New Zealand. In most cases, we can help you find a registered address.
8. Address for service In New Zealand. In most cases, we can help you find an address for service
9. The Company constitution.

Provide Signed Consents

In order to complete the registration of a New Zealand company, the Companies Office will require the Shareholders and Directors of the proposed company to provide signed Consents. The signed originals of the Consents must be returned to the Companies Office and will need to be accompanied by the Proof of Identity and Proof of Residence for all Directors and Shareholders (LINK).

Once the documents are received and processed, the Companies Office may authorize the formation of the New Zealand company, and issue the Certificate of Incorporation and the Company Extract for the new company. If required, we may provide you with copies of the documents affixed with an apostille.

Current New Zealand legislation specify that a New Zealand Look through Company can only have shareholders who are:

• Natural Persons, or
• Another LTC, or
• Trustee of a Trust which has look though interest in the entity.

In most cases it will not be possible to use a foreign company as a shareholder in a New Zealand Look Through company.

Current New Zealand regulations do not require New Zealand companies to have a resident Director, and the Director of the New Zealand company can be an individual from any country.

We do not have a New Zealand resident to act as the Director of our New Zealand company. Will we still be able to proceed with a New Zealand company registration?

Current New Zealand regulations do not require New Zealand companies to have a resident Director, and the Director of the New Zealand company can be an individual from any country.

Part 8 Section 150 of the Companies Act 1993 specifies that New Zealand companies must have at least one Director.

Part 8 Section 151 sets out that each Director must:

• Be at least 18 years old, and
• Not be bankrupt, and
• Not be disqualified from being a Director of a New Zealand company or an overseas company.

Any individual breaches the regulations and takes on the role of Director while being disqualified from being a Director of a New Zealand company can face penalties and be held responsible and personally liable for actions of the company.

Part 12 Section 214 of the Companies Act 1993 sets out that every New Zealand company must deliver to the Register an Annual return confirm its details.

The Annual return will need to be submitted in the month allocated by the Register when the company was first incorporated. If required it may be possible to request for the allocated month to be changed. Companies which are subsidiaries of other New Zealand companies may be granted premission to submit their Annual Returns in the same month as their parent companies.

New Zealand companies are not required to make an annual return in the calendar year of its registration.

Companies which submit their Annual Returns after their allocated date may be charged a late fee, and in some cases the Register may take action to strike the company of the registry if the Annual Return is not filed.

In most situations, companies which are unable to submit their Annual Return on time may request for an extension of time. The Director of the company should provide the Companies Office with a letter explaining the delay and requesting more time. Customarily the Companies Office may grant up to 20 extra working days to complete the Annual return.

The Use-of-Money Interest (UOMI) is the rate charged by the New Zealand Inland Revenue Department on any underpaid or overpaid taxes of a New Zealand company.

The Use-of-Money interest is levied when a company underpays or overpays its Provisional Tax obligations, and the UOMI is applied to the difference between the amount owed and the amount paid by the New Zealand company.

If the New Zealand company overpays its tax obligations the New Zealand IRD will pay a 2.18 percent interest on the excess held.

If the new Zealand company underpays it tax obligations it will be liable for an 8.89 percent interest in the difference between the taxes owed and the tax payments made.

Please read our other guides for more information on Use-of-Money interest (UOMI) and provisional tax.

As of May 8th 2012, the Use-of-Money interest rates are:

• Underpayment: 8.40 percent
• Overpayment: 1.75 percent

Please read our other guides for more information on Use-of-Money interest (UOMI) and provisional tax.

All New Zealand business entities are eligible to become a Financial Service Provider (FSP), if they meet the required criteria.

FSP status can be granted to any New Zealand company which:

• Offers Financial services from New Zealand, and
• Has a physical place of business in New Zealand, and
• Can transact its services and products from the place of business in New Zealand.

Please read our further guides on the requirements of an FSP and New Zealand Financial Service Provider registration.

It is possible to restore a New Zealand company to the Register.

An application to the restore a New Zealand company to the register can be made by:

• The Shareholders of the Company
• The Directors of the Company
• The Company’s liquidator
• A creditor of the Company

In order to be restored to the register, the New Zealand company will be required to lodge an application and submit the last outstanding Annual return and any other outstanding documents.

The New Zealand company will only be restored to the register when the Companies Office is adequately satisfied that the entity has properly addressed the reasons why it was originally removed.

The procedure to restore a New Zealand company may take as long as eight weeks.

The New Zealand government maintains that non-residents will not be charged New Zealand taxation on their overseas incomes.

Currently there are three main options to consider when registering a new New Zealand entity.

New Zealand Look Through Company

New Zealand Look Through Companies are standard New Zealand companies which have applied for and been granted tax transparent status in New Zealand by the Inland Revenue Department.

All of the profits of a New Zealand Look Through Companies are deemed to belong to the shareholders of the company. The Look Through company is not charged taxation at a corporate level, and the raised profits are “passed through” to the shareholders.

If all of the shareholders are non-New Zealand residents and the profits are raised overseas, the distributions will not be eligible for taxation in New Zealand.

New Zealand Limited Partnership

New Zealand Limited Partnerships are business entities which are made up of at least one Limited Partner and one General Partner.

The Limited Partnership does not face a corporate tax liability as all of its profits are distributed to its Partners, at the same ratio as their capital contributions into the entity.

If the profits raised by the Partnership are derived from activities outside of New Zealand, all of the  distributions made to non-resident partners will not face a tax liability in New Zealand.

There are no restrictions on what entities must be in a Partnership, and it is possible to use companies and individuals in any jurisdiction as the Limited or General Partner in the Partnership.

New Zealand Foreign Trusts

New Zealand Foreign Trusts are a well established popular entity for tax planning, and are regularly utilized by international investors for succession planning, wealth management and financial security.

The distributions made by a New Zealand Foreign trust to non-resident Beneficiaries are not liable to face New Zealand taxation, as long as the Settlor of the Trust is not a New Zealander and all of the profit raising activities of the trust are conducted outside of New Zealand.

New Zealand Foreign Trusts allow for the Separation of Powers of Trustees, allowing strong control and security of the assets of the Trust.

Part YA 1 of the Income Tax Act 2007 sets out that a New Zealand Look Through Company may have no more than 5 look-though counted owners.

A look-though counted owner is an individual who has contributed a portion of the capital of the Look Through Company, or has a voting interest in the company. Any look-though counted owners who are related by blood or marriage re regarded as a single owner. Trustees may also hold the shares of an LTC in accordance with the Trust Deed, and the beneficiaries of the Trust will be regarded as the look-though counted owners.

It is important to plan the number of shareholders and look-though counted owners in the entity before initiating the New Zealand Look Through Company registration process.

New Zealand Limited Partnerships are a business entity made up of at least one Limited Partner and one General Partner carrying out operations in accordance with a Partnerships Agreement.

New Zealand Limited Partnerships are tax transparent entities and do not face corporate tax liabilities in New Zealand. The profits raised by New Zealand Limited Partnerships are distributed out to the Partners at the same ratio as their respective capital contributions into the entity.

The role of the General Partner is to provide the day-to-day management of the New Zealand Limited Partnerships assets and business.

The role of the Limited Partner is to provide capital contributions into the Partnership.

The distributions made to the Partners will not face taxation in New Zealand, if the Partners are not New Zealand tax residents and the profits are raised from activities outside of New Zealand.

New Zealand regulations set out that New Zealand Look Through Companies are tax transparent entities and do not face taxation at a corporate level in New Zealand.

All of the profits raised and expenses incurred by the New Zealand Look Through Company are attributed to the shareholders of the company personally.

If the shareholders in the New Zealand Look through Company are not New Zealand residents, the distributions of foreign sourced incomes which are made to the shareholders will not face a tax liability in New Zealand.

Effectively, the profits raised outside of the country by a New Zealand Look Through Company will not face taxation in New Zealand if the shareholders are non-residents

New Zealand Look Through Company registration can be registered in two weeks, but can start operating within two days of submitting an application for registration to the New Zealand Companies Office.

New Zealand Look Through Companies are standard New Zealand Companies which have applied for and been granted “look through” status by the New Zealand Inland Revenue Department.

The initial step to registering a New Zealand Look through Company is to register a New Zealand Company, which can take two working days, once all of your documentation is received by the Companies Office.

Once registered, the company may apply for Look Through status with the Inland Revenue Department. if the application is filed and approved before the end of the companies first year of operations, the LTC status will be granted and in effect from the day of incorporation.

Current regulations require that a New Zealand Limited Partnership has at least one Limited Partner and at least one General Partner.

There are no restrictions on whether the company is an individual or a legal entity, and there are no controls on which country they are residents.

The only restriction is that the General Partner and the Limited Partner cannot be the same person/entity.

For more information regarding New Zealand Limited Partnerships, please contact us or read our information section. To register your own New Zealand Limited Partnership, please proceed to our ordering page.

The safe harbour activities are the designed to allow the Limited Partner to participate in the key decision of the Limited partnership while maintaining their limited liability. Under current regulations, the safe harbour activities include:

• Taking part in the decisions about the amendment or replacement of the Partnership Agreement.
• Taking part in the decision to approve an proposed investment.
• Taking part in decisions regarding the general nature of the Limited Partnership.
• Taking part in the decision of whether the Limited Partnership should be terminated entirely.

For a full list of the safe harbour activities, please see our article on Safe Harbour Activities in a Limited Partnership.

For more information regarding New Zealand Limited Partnerships, please contact us or read our information section. To register your own New Zealand Limited Partnership, please proceed to our ordering page.

When the New Zealand Limited Partnership is registered, it will be visible on the New Zealand Companies Office’s Limited Partnership Register.

The following information will be publicly available on the register:

• Registered Office address
• Address for Service
• Address for Communication
• Details of the General Partner
• The Limited Partnership registration form (with all details of the Limited Partner removed)
• Certificate of Registration (with all details of the Limited Partner removed)
• The Annual Returns

All information regarding the Limited Partner will not be made available on the public register.

For more information regarding New Zealand Limited Partnerships, please contact us or read our information section. To register your own New Zealand Limited Partnership, please proceed to our ordering page.

An application to deregister a New Zealand company can only be made by the Shareholders, Directors or other authorized person for the company.

The Company will be required to provide the grounds for applying to be deregistered.

In order for the Registrar to proceed with the removal of the company, the Company will be required to submit  a notice from the Commissioner of the Inland Revenue Department, stating that the IRD and the Commissioner have no objection to the company being removed.

The Company will also have to provide the special resolution which states that the Company is to be shut down.

The application to remove a company from the register may take up to five working days.

We can assist you in removing a New Zealand company from the register. Please contact our consultants to discuss your requirements.

Part Y of the Income Tax Act 2007 defines look through counted owners as:

• Natural persons who have voting interests in the look through company
• Natural persons who have derived income as a beneficiary of a trust which has had beneficial interest in an LTC within the last three years
• Natural persons who have voting interest or market value interest in a company which has derived income as a beneficiary of a Trust which has direct or indirect beneficial interest in an LTC
• The trustee of a trust which has had look through interest in the LTC within the last three years

In order for a company to apply and be granted for LTC status it must not have more than five such owners.

Companies which only have natural persons as Shareholders will only need to ensure that there are no more than five shareholders in the company for the duration of its time as an LTC.

For more information about LTCs or to order an LTC, please proceed to our New Zealand Look Through Company registration section.

New Zealand companies which are not active for an entire year are able to file a Non-active company declaration form (IR433).

Companies which file an IR433 are excused from filing income taxes for the year, and each subsequent year until the company applies to be re-activated.

Prior to filing a IR433 form, the company must first ensure that it meets all of the following criteria:

• It has not derived any gross income during the year
• It has no allowable deductions for the year
• It has not disposed of any assets during the year
• It has not been party to, or continued with, any transactions that have given rise to income or deemed income in any person’s hand, fringe benefits to any employee or former employee or a debit in the company’s imputation credit account or dividend withholding payment account.

New Zealand Look Through Companies are not treated differently to standard New Zealand companies in regards to their annual bookkeeping, filing and compliance requirements.

New Zealand Look Through Companies are required to submit an Annual Return every year to confirm details regarding the company.

New Zealand Look Through Companies which fail to meet their filing obligations will face the same late filing penalties as a standard New Zealand company.

New Zealand Look Through Companies are not required to make any extra filings or elections annually in order to maintain the LTC status.

Once the New Zealand Company obtains LTC status, it will be maintained until the company no longer meets the criteria for being a New Zealand Look Through Company.

The Look Through Company will not be required to make any new elections to maintain the status, but will still be required to fulfil all the filings obligations necessary for a New Zealand Company.

New Zealand legislation does not place any restrictions on which country New Zealand companies may conduct business and what business they may engage in, as long as all activities comply with local and international laws.

Since New Zealand Look Through Companies are standard New Zealand companies with tax transparent status, they are not restricted on what activities they may engage in and where they ay conduct their business.

The first set of documents needed to complete a New Zealand Look Through Company registration are the documents that are required to establish a New Zealand company.

In order to elect for LTC status, the following documents will be needed:

• Shareholder resolution stating that the company wishes to elect for LTC status and meets the criteria for LTC status, signed by all Shareholder
• LTC election form, completed and signed by all shareholders

New Zealand Look Through Companies generally only have individual shareholders. However, Part YA 1 of the Income Tax Act 2007 specifies that a New Zealand Look Through Companies may have shareholders who are:

• Individuals
• Other New Zealand Look Through Companies
• Trustee Companies who are acting in accordance with a Trust Deed

In common practice, international residents using New Zealand Look Through Companies will have shareholders who are not individuals.

Section 186 of the Companies Act 1993 states that a New Zealand Company ” must always have a registered office in New Zealand.”

Companies which do not comply with this requirement may be struck of the New Zealand Companies Register.

In order to complete the New Zealand company registration process, the Companies Office requires documents in order to verify:

• the identity of all natural persons signing documents in regards to the application for the New Zealand Company registration
• the residential address of all natural persons signing documents in regards to the application for the New Zealand Company registration
• the name, company number and address for all legal entities signing documents in regards to the application for the New Zealand Company registration

For more information on the document requirements for registering a New Zealand company, please see our article on New Zealand document requirements, or contact us today.

The New Zealand Companies Office can process a New Zealand company registration in one working day, if all the necessary documentation is provided.

The biggest delays that can arise during a New Zealand company registration revolve around inadequately certified documents and delivery times.

The simplest step you can take to speed up the registration process is to ensure that you send all your documents to our office via a signed international courier. Provide us with a tracking number and inform us of the date of shipment, so we can process the documents as soon as they arrive, and inquire about any delays as soon as they arise.

All documents submitted to the Companies Office must comply with New Zealand regulations in order to be accepted and used in registering a New Zealand company. Documents which do not clearly meet the requirements may cause delays, and may even be rejected by the Companies Office.

Please read our detailed guide to New Zealand document requirements for a full breakdown of what documents are required and the certification which must be affixed to the documents.

If you unsure whether your documents will be accepted, please complete our Document Checklist or contact us to talk to our consultants. 

There is no requirement for the Directors or Shareholders of a new New Zealand company to be in the country in order to complete the company registration process.

The Directors and Shareholders will be required to sign consent forms, and the originals will need to be submitted to the Companies Office.

During the New Zealand company registration process we will act on your behalf and supervise your application and make all the submissions to the New Zealand Companies Office, and will relay all necessary information back to you.

We have compiled a checklist that you can use before sending us your documents for registering a New Zealand company.

The checklist will help you determine if your documents will be accepted by the New Zealand Companies Office.

If you answer all of the questions in the checklist with a “YES”, your documents are likely to be accepted. If you are answer “NO” to any of the questions we cannot guarantee that your documents will be accepted. You may still send the documents to us at your own discretion, and we will attempt to proceed with the New Zealand Company registration process.

Our checklist is available for download.

All New Zealand companies can change their name.

We can assist you to complete the name change for the company. In order to carry out the process, the company will have to pass a resolution, detailing the name change and consenting for the name to be changed. We will arrange for the name change to be completed by the New Zealand Companies Office.

Once completed, the new company name will be reflected on the companies register. The new name, and all of the old names of the company will be listed on the Certificate of Registration for the company.

As the Look Through Company status is granted by the Inland Revenue Department it will not affect the name or registration of the company and it will still be a Limited Liability company ending in LIMITED or LTD.  

Part 2 Section 10 of the New Zealand Companies Act 1993 specifies that a New Zealand company must have at least 1 Shareholder and 1 Director.

The Act does not set out a maximum number of Shareholders or Directors.

The only restriction that may be placed on a New Zealand company, is the shareholder limit placed on Look Through Companies, which may have a maximum of five shareholders.

New Zealand Look Through Companies are still required to follow all the same tax filing and regulations as a standard New Zealand company. However, for the purposes of calculating income tax obligations, New Zealand Look Through Companies are considered to be tax transparent.

Any other tax obligations which are raised through the activities of the New Zealand Look Through Company will be need to be dealt with by the company, these can include GST, PAYE, etc.

In order for documents to be accepted for Proof of Identity and Proof of Residence they must be in English. If the documents are not English they must be translated before they will be accepted by the Companies Office.

The translation must be completed by a recognized or certified translation agency in order to ensure that the information provided is accurate when translated.

According to Section 18 of the Limited Partnership Act 2008 “…Any person may be a partner of a limited partnership.”

As there are no restriction placed on who may be a Limited Partner in the New Zealand Limited Partnership, the role may be taken up by an individual or company from any jurisdiction in the world.

The Limited Partnership may be planned and structured to include a Limited Partner from a specific jurisdiction, in order to bestow the company with pre-planned commercial or business advantages.

For more information on how your proposed Limited Partner could interact with a New Zealand Limited Partner, please contact our consultants to discuss your situation today.

Section 18 of the Limited Partnership Act 008 specifies that “…Any person may be a partner of a limited partnership.”

New Zealand regulations do not place restrictions who may or may not be a General Partner in a New Zealand Limited Partnership, and the role may be taken up by an individual or business entity from any jurisdiction in the world.

In some cases it may be advantageous for the Limited Partnership to use a General partner from New Zealand.

For help with planning, structuring or registering you New Zealand Limited Partnership, feel free to contact us and talk to our consultants today.

Section 9 Part 1 of the Limited Partnership Act 2008 states that ” a limited partnership must have a written partnership agreement.”

At the time of registration of the Limited Partnership, the Partnership Agreement will act as a contract between the Partners, dictating the affairs of the Limited Partnership and the conduct of its business.

If the Limited Partnership involves any individuals or entities which are resident or registered outside of New Zealand, the Partnership Agreement will need to be submitted alongside the application to register a Limited Partnership. At the time of registration, the Partnership Agreement will need to be signed by all of the Partners and will need to contain details of each Partner’s capital contributions into the Limited Partnership.  

We can provide you with our standard New Zealand Limited Partnership Agreement, which can be tailored for your particular situation. For more information on registering a New Zealand Limited Partnership or completing a Partnership Agreement, please contact us and talk to our consultants.

New Zealand regulations specify that the name of a proposed Limited Partnership must:

• Not contravene any New Zealand Acts or regulations, or use any words that are restricted, or
• Not be offensive, in the opinion of the Registrar, or
• Not be identical or nearly identical to the name of any Limited Partnership already registered in New Zealand, or
• End with ‘Limited Partnership’, ‘LP’, or ‘L.P.’.

Before lodging an application to register a New Zealand Limited Partnership it is advisable that the proposed name of the entity is free to use and meets New Zealand regulations. If you would like some assistance with checking the name please feel free to contact us and talk to our consultants.

All New Zealand Limited Partnerships are required to have the following addresses:

• Registered Office Address

The Registered Office Address is the official address of the New Zealand Limited Partnership, as recorded by the New Zealand Companies Office. We can provide you with Registered Office Address services for your New Zealand Limited Partnership.

The New Zealand Limited Partnership is required to keep all of its corporate and financial documents at the Registered Office.

The Registered Office address may be changed by the General Partner, if required, but the Companies Office must be informed of the change, and all the details of the new address must be maintained on the public register.

It is a requirement that the Registered Office Address is a physical address, and cannot be a private bag or any form of “virtual office”.

• Address for Service

The Address for Service for a New Zealand Limited Partnership is the location at which the entity may be served with legal notices.

It is a requirement that the Address for Service of the New Zealand Limited partnership is a physical address, and cannot be a private bag or any form of “virtual office”.

• Postal Address

The Postal Address of the Limited Partnership may be postal box or private bag or the personal residential address of a Partner.

Mail correspondences to the Limited Partnership will be sent to the Postal Address specified. It is acceptable for the Postal Address to be the same as the Registered Office Address.

• Email Address

All electronic communications with the Limited Partnership will be conducted through the specified Email Address.

The regulations for New Zealand Limited Partnerships do not place a preset lifespan on the entity, and the entity can operate indefinitely if desired.

Further, the New Zealand Limited Partnership does not need to be dissolved and reformed if the Partners are changed, allowing the Partnership to operate into the future despite changing situations and conditions.

As of October 1st 2010 the New Zealand Companies Office no longer provides Certificates of Good Standing for companies.

If a Certificate of Good Standing is requested as evidence of incorporation or in order to prove particulars of the company, it is possible to provide a Certificate of Incorporation or a Company extract.

Under typical business practices, the Certificate of Incorporation and Company Extract will be adequate documentation of they are provided with an apostille affixed.

We can assist you to obtain corporate documents for any New Zealand company, and we can arrange for the documents to be affixed with an apostille and sent to internationally. Please contact our consultants to obtain your New Zealand company documents.

Any New Zealand company which meets any of the following conditions is required to register for GST in New Zealand:

• In the last 12 months the company carried out taxable activities and saw turnovers of over NZD 60 000, or
• In the next 12 months the company intends to carry out taxable activities and expects to see a turnover of over NZD 60 000, or
• In the last 12 months the company carried out taxable activities and had a turnover of less than NZD 60 000, but included GST in its prices.

New Zealand companies which sell their capital assets and exceed the NZD 60 000 turnover limit are not be required to register for GST, if the sales occurred because:

• the company is replacing its major assets, or
• the company is ceasing its taxable activities, or
• the company is making a significant reduction to the scale of its taxable activities.

All New Zealand companies are required to register for GST within 21 days of becoming liable to register. The Inland Revenue Department may impose penalties on any New Zealand company which did not register for GST within a reasonable timeframe.

When assessing Proof of Identity document for a New Zealand company registration, the New Zealand Companies Office will inspect the certification affixed to the document and will also verify the contact details of the individual making the certification.

At an absolute minimum, the Proof of Identity documents must contain details on the nature of the certification (e.g. “True Copy of an Original”) and must bear the stamp or seal and the signature of the certifier. The contact details for the certifier may be provided on a separate document, and should be verified by the certifier. If documents are certified to this standard they may be accepted by the Companies Office, but could face delays as the extra checks are conducted on the document and the certifier.

Ideally, all Proof of Identity documents submitted to the Companies Office should be affixed with the following:

• The full name, position and seal of the individual making the certification, and
• The seal of the individual making the certification, and
• The full contact details of the individual making the certification, and
• Description of the nature of the certification, and
• The date of certification, and
• Description of the documents being certified, and
• The signature of the certifier.

If the document is more than a one page, the certification can be affixed to a single page, but a clear indication must be provided of how many pages are being certified.

Proof of Identity Document which are appropriately certified may be accepted quicker by the Companies Office and may be easier to verify if required.

Company Extracts can be obtained for every New Zealand Company, even if it has already been struck off.

Copies of the Company Extract can be downloaded online at the Register of New Zealand companies.

As the Company’s documents are available on the internet, it is often not necessary to have the Company extract certified if it is being used within New Zealand.

If the Company Extract for the New Zealand company is being used outside of New Zealand it is recommended for the document to be affixed with an apostille, so it will be recognized as a True Copy of the document in any country participant to the Hague Convention.

If you require a Company Extract, feel free to contact us, and our consultants can process your order immediately.

We can arrange for your documents to be affixed with an apostille for use outside of New Zealand. If you require an apostille on the Company Extract for your New Zealand Company, please talk to our consultants who can have the document affixed with an apostille and ready to be sent back to you within three working days.

Certificates of Incorporation can be obtained for every New Zealand Company.

Digital copies of the Certificate of Incorporation can be obtained from the Companies register.

Printed copies of the Certificate of Incorporation are often adequate for use in New Zealand, as the document can be verified by any individual with access to the internet.

However, in order for the Certificate of Incorporation to be recognized as a genuine True Copy while outside of New Zealand, it will need to be affixed with an apostille.

We can arrange for the a Certificate of Incorporation to be affixed with an apostille in New Zealand.

To order a Certificate of Incorporation and to have a Certificate of Incorporation affixed with an apostille, please contact our consultants to place an order.

The New Zealand Companies Office maintains a number of clear criteria regarding documents which may be used as Proof of Residence when incorporating a New Zealand company.

In order for a document to be accepted as Proof of Residence, it must meet the following requirements:

• Contain the name and contact details of the issuer, and
• Be addressed to the individual applying to be the Director/Shareholder of the New Zealand Company, and
• Contain the full residential address (as provided to the New Zealand Companies Office) of the individual applying to be the Director/Shareholder of the New Zealand Company, and
• Be sent to the residential address of the individual within the last three months, and
• Be issued no more than three months ago, and
• Be in English.

Typically these criteria can be satisfied with a recent utility bill issued to the individual at their residential address.

The New Zealand Inland Revenue Department sets out that all the shares in a New Zealand Look Through Company must have the same rights to vote on:

• The distributions made by the LTC
• Any changes or amendments to the constitution of the LTC
• Any variations to the capital of the LTC
• Any appointments or elections of Directors to the LTC
• Any acquisition or cancellation of shares

Company Extracts can be retrieved online for all New Zealand Companies, including New Zealand Companies which have been previously struck off.

The Company Extract will be provided as PDF and can be verified online when used in New Zealand.

In most cases, if the Company Extract of a New Zealand Company is used overseas, it will need to be affixed with an apostille in order to be recognized.

We can arrange to obtain a Company Extract for a struck off Company on your behalf, and we would be glad to organize to have the document affixed with an apostille.

If an apostille is not required, we can also arrange to have the document certified by a New Zealand Notary Public or a New Zealand Court official.

New Zealand regulations specify that all companies which meet either of the following criteria are required to register for GST in New Zealand:

• The turnover or taxable activity for the company in the previous 12 months exceeds NZD 60 000 in the previous 12 months, or
• The turnover or taxable activity for the company is expected to exceed NZD 60 000 in the coming 12 months.

Companies which neglect to register for GST within 21 days of becoming liable to register may face penalties from the New Zealand Inland Revenue Department. 

In order for the Companies Office to verify the identity and residential address of the Shareholders and Directors of a new New Zealand company it must obtain documents proving their name and address.

Unless the documents are presented as originals in English, the Companies Office requires that they be certified in order to ensure that the copies are accurate.

The certification must be completed by a lawyer, notary, court official or someone of equal standing in the community.  

The certification must also contain the full contact details of the individual making the certification.

Under New Zealand legislations some names and words are protected and restricted, and cannot be used in the name of a New Zealand company.

When registering a new New Zealand company we recommend that you check whether the proposed company name is currently available, and the New Zealand Companies Office will run checks to see if the name contravenes any New Zealand legislation.

None of the names below may be used in the name of your new New Zealand company.

• Agricultural Research Centre
• Air Guide
• Air Ranger
• Animal Research Laboratory
• Anzac
• Aotea Centre
• Aotea Auckland Centre
• Bank
• Banker
• Banking
• Boy Scout
• Brownie
• Carillon
• Civil Aviation Authority
• Co-operative (unless it is a co-operative company)
• Department of Scientific and Industrial Research
• Dominion Physical Laboratory
• DSIR
• D.S.I.R.
• Eagle Owl
• Geneva Cross
• Girl Guide
• Girl Guides Association
• Government
• Government Department
• Governor-General
•  Greyhound Racing Association
• Guider
• Hall of Memories
• Harness Racing New Zealand
• Hillary Commission for Sport, Fitness and Leisure
• Her Majesty
• House of Representatives
• Housing Corporation of New Zealand
• Institute of Nuclear Sciences
• Insurance
• International Atomic Energy Agency
• International Bank of Reconstruction and Development
• International Criminal Police Organisation
• International Development Association
• International Finance Corporation
• Interpol
• Land Transport Safety Authority
• Laughing Owl
• Lone Guide
• MAF
• Management Consultancy Services
• Maori Fisheries Commission
• Maritime Safety Authority
• Minister
• Minister of the Crown
• Museum of New Zealand
• National Archives
• National Art Gallery
• National Museum
• National Provident Fund
• National War Memorial
• NECAL
•  New Zealand Communicable Disease Centre
• New Zealand Film Commission
• New Zealand Export-Import Corporation
• New Zealand Oceanographic Institute
• New Zealand Planning Council
• New Zealand Soil Bureau
• NZGS
• Olympic Games 
•  Parliament
• Physics and Engineering Laboratory
• Post Guide 
• Queen 
• Racing Conference
• Ranger Guide
• Red Crescent
• Red Cross
• Red Lion and Sun
• Returned Services
• Returned Services Association
• Royal
• Royal Charter
• RSA
• Ruakura
• Royal 
• Scout
• Scout Association
• Sea Guide
• Sea Guide
• Sea Ranger
• Soil Conservation Centre 
• Tawny Owl
• Te Papa Tongarewa
• Testing Laboratory Registration
• Toc H 
• UN
•  UNESCO
• United Nations
• United Nations Educational, Scientific and Cultural Organisation
• Universities
• War Memorial
• Wheat Research Institute
• WHO
•  World Bank
• World Health Organisation
• World Meteorological Organisation

No, the name reserved for a company registration cannot be used until the registration process is completed and confirmed by the New Zealand Companies Office.

Reserving a company name is only intended to ensure that the chosen name for your New Zealand Company is not used by someone else while you are completing your application. Once the reservation is made, the name will be held for only 20 days and will become available for use to the public.

If you are in a location with a New Zealand embassy or diplomatic mission you may be able to have your documents certified there, instead of turning to a local lawyer or Notary Public.

In many cases it can be easier to have documents certified by a New Zealand diplomatic figure, as the certification will be in English and can be tailored to suit the exact requirements of the Companies Office, and will be affixed with a seal which is readily accepted by the New Zealand Companies Office.

If required, we can contact the New Zealand diplomatic mission closest to you and organize for your documents to be certified to the required standards.

There is no requirement for the Directors or Shareholders of a proposed New Zealand Company to come to New Zealand as part of the company registration process, and every step of the company registration process may be completed remotely.

In order to complete the company registration all of the Directors and Shareholders will be required to submit verified copies of their Proof of Identity and Proof of Residence documents in accordance with all document certification requirements. (For your convenience, please follow our Document Checklist to ensure that the all of the documents presented for the New Zealand company registration meet the certification criteria of the New Zealand Companies Office)

All the Directors and Shareholders will also be required to complete and submit original signed Consent forms, verifying that the individuals and entities elected as Shareholders and Directors consent to holding the position.

Shareholder Consents are forms which need to be signed and returned to the New Zealand Companies Office by the Shareholder as part of the New Zealand company registration process.

The Shareholder Consent is a written indication to the Companies Office that the individual (or authorized person) takes on the duties of a Shareholder for the new New Zealand company. Signing the Consent also indicates that the signee understands and complies with all the regulations for being a Shareholder, and also confirms their the full name and residential address to the Companies Office.

The original of the signed Shareholder Consent must be returned to the Companies Office, where the signature and information will be checked and, if approved, the Company can be registered.

Directors Consents are documents which must be signed by all individuals elected to become Directors in a New Zealand Company.

The Director Consent confirms to the Companies Office that the individual consents to being a Director, and also confirms that they are not disqualified from being a Director.

The original of the signed Director Consent must be returned to the Companies Office before the New Zealand company registration process can continue.

Scanned copies of the Shareholder and Director Consents will need to be provided to the New Zealand Companies Office, and the original of the document will also need to be provided to the Companies Office before the New Zealand Company registration can be approved.

New Zealand regulations do not place any restrictions on local or overseas companies being Shareholders in a New Zealand company.

New Zealand regulations do not require companies to appoint a Secretary.

Current regulations in New Zealand specify that a New Zealand company must have at least one director. The Director maybe be a New Zealand resident or a non-resident, and they must:

• Be at least 18 years old, and
• Not be bankrupt, and
• Not be prohibited in New Zealand or overseas from being a Director of a company, and
• Not be restricted by any New Zealand laws from being a Director of a New Zealand company.

New Zealand companies are required to have a Registered Office and an Address for Service in New Zealand at all times, and a location outside of New Zealand cannot be used for these address.

Registered Office

• The Registered Office is the address at which the company maintains its full set of company records. The address must be a physical location, and cannot be a virtual office, mail service, or any similar service.

Address for Service

• The address to which legal documents of a company can be delivered. Often this address will be the recorded as the Registered Office of the company, or the address of the company’s accountant or legal counsel.

New Zealand companies may keep some records at a location other than its Registered Office.

Address of the Share Register

• The location at which the business maintains a physical list of all the Shareholders of the company. If the company chooses not to hold its Share Register at its Registered Office, it must inform the Companies Office within 10 days of the move. The Address of the Share register must be a physical location and cannot be a virtual office, mail service, or any similar remote service.

Address of Records

• If the company chooses to maintain its physical records at a location other than the registered office, it must inform the Companies Office of this new location.

 Address of Communication

• The address that the Companies Office will use when contacting the company in regards to administrative measures. Often this address will be the Registered Office of the company or the address of the company’s accountant or legal counsel.

New Zealand regulations do not restrict what activities a New Zealand company engages in, as long as its actions are compliant with the laws of New Zealand and the all the laws of the jurisdictions where it operates.

New Zealand companies are required to have a Registered Office address in New Zealand, and will need to disclose the address to the Companies Office at the time of incorporation. 

New Zealand companies are required to have unique names which end with “LIMITED” or “TAPUI (LIMITED)”. Before submitting an application for a New Zealand company to us, it is recommended to first check that the proposed name is available using our company name check tool. Our New Zealand company name check tool searchers the New Zealand companies Register and displays any names that are identical to the proposed name.

In order to be approved by the Companies Office, the name of the proposed company must also:

• Not be regarded as being offensive (be obscene, contrary to public policy, or be likely to offend any particular section of the community or a particular religion)
• Not be identical, or nearly identical, to the name of an already registered company
• Not contain any restricted words, protected by the Name Protection Act 1981 or any other New Zealand legislation

Please use our New Zealand company name check tool to search the New Zealand companies Register and find any names that are identical to your proposed name.

New Zealand regulations set out that a New Zealand company may change its name, as long as the newly selected name complies with all conditions prescribed for naming a New Zealand company.

 In order to change the name of the New Zealand company, the shareholders of the company must complete and sign a Shareholder Resolution to change the name of the company. We will process the application to change the name of the Company and inform you of the results.

Once approved, the change in the name will be reflected in the public Register of the Companies Office. The Certificate of Incorporation of the company will also contain details and dates of all previous changes to the company’s name.

The right of the company to change its name is described in the Companies Act 1993 Part 5 Section 23.

New Zealand companies can be incorporated in less than one working day, once all the required documents are delivered to the New Zealand Companies Office.

Once you confirm your order, we will send you all the necessary documents to sign, and you will need to return the documents to our office along with your Proof of Identity and Proof of Address. The Companies Office will take only one working day to process the application and your provided documents before approving the incorporation.

In order for a New Zealand company to offer financial services in New Zealand it must first be registered as a Financial Services Provider (FSP). However, if the company offers financial services only overseas and does not have a place of business in New Zealand, it will not be obligated to register as an FSP in New Zealand, but will still be bound to follow the regulations of the jurisdictions where it offers its products.

In order for a copy of a document to be accepted by the New Zealand Companies Office, the attestation on the copy must:

• Be made by a Notary public, and
• Contain the name of the individual making the attestation, and
• Contain the full contact details of the individual making the attestation, and
• Contain the seal of the individual making the attestation, and
• Describe the nature of the attestation (e.g. “True Copy”), and
• Be in English.

Any documents provided to the Companies Office must be in English or Maori in order to be accepted.

All documents not in English will need to be accompanied by a translation into English. The provided translation must:

• Be completed by a recognized or certified translation agency, and
• Contain the full and accurate contact details of the translator, and
• Contain the seal of the translator, and
• Contain verification from the translator that the document is a true and accurate translated copy of the original document.

The translation may be completed in your own country with a translator of your choice. In some cases the documents may also be translated at your nearest New Zealand embassy.

If you are unable to obtain a suitable translation into English, we can arrange for the documents to be translated by the New Zealand Department of Internal Affairs to meet all of the appropriate New Zealand standards. The charges for the service will vary based on the length of the document, but in some cases it may be acceptable to complete a “selective translation” only.