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A New Zealand company is one incorporated under the Companies Act 1993 and entered on the New Zealand register, run by the Companies Office for the Registrar of Companies. Nearly always it is a company with limited liability whose name ends in “Limited” or “Tāpui (Limited)”, which is why people search for a New Zealand Limited, an NZ Ltd or simply an NZ company. It is a legal person in its own right that can trade, employ staff and serve as the local subsidiary of a foreign group, and every registered company is allocated a New Zealand Business Number (NZBN) without applying. Incorporation also makes it resident for income tax, so a New Zealand company is a base for business done in or through New Zealand rather than an offshore vehicle.
| Form | What it is | Resident director rule |
|---|---|---|
| Limited company | One or more shares, shareholders and directors; no minimum capital, and no share may carry a nominal or par value | Applies |
| Unlimited company | Allowed by section 10(c), with shareholders whose liability is not limited; only a limited company must end its name in Limited | Applies |
| Overseas company registered under Part 18 | The foreign company itself, which applies within 10 working days of starting business in New Zealand and names someone resident or incorporated there to accept service | Does not apply |
The incorporation steps for a new Limited are on our page on how to register a company in New Zealand.
| Item | Position of a New Zealand company |
|---|---|
| Company income tax | 28% for most companies, with an IR4 return each year while the company is active |
| Tax residence | Being incorporated in New Zealand is enough, under section YD 2 of the Income Tax Act 2007; a head office, centre of management or directors’ control there are further grounds |
| GST | 15%; a business carrying on a taxable activity must register when its turnover over the past 12 months, or expected over the next 12, is NZD 60,000 or more, and may register voluntarily below that |
| Tax on a share sale | None, since the Stamp Duty Abolition Act 1999 ended stamp duty |
| Non-active companies | A non-active company declaration (IR433) removes the duty to file returns and prepare financial statements until the company becomes active |
| Tax treaties | 41 comprehensive double tax agreements in force, plus about 20 tax information exchange agreements |
Shareholders may be individuals or companies of any nationality, wherever they live. Directors must be natural persons aged 18 or over who are neither undischarged bankrupts nor disqualified, and each consents in writing and certifies as much before appointment. Section 10(d) adds the rule that matters to owners abroad: at least one director must live in New Zealand, or live in Australia, at present the only enforcement country, and be a director of a company incorporated there. The Act leaves “lives in” undefined; the Registrar’s guidance treats more than 183 days of presence in a 12-month period as enough in most cases. The rule never lapses, because the Registrar must remove a company that stops complying with section 10. The company also keeps a registered office and an address for service at physical addresses in New Zealand.
As for the UBO, New Zealand has no register of ultimate beneficial owners, and the Government’s planned Companies Act reforms do not create one; nor is any director identification number yet in force. The public register shows each director’s full name and residential address and the shareholders of record. The people behind those shareholders are identified privately: banks, and law firms, accountants and company service providers that act as or arrange nominee directors or shareholders or provide registered offices, are reporting entities under the AML/CFT Act 2009 and must obtain and, according to risk, verify the identity of every beneficial owner. Overseas ownership above 25% also brings the Overseas Investment Act 2005 into play, as described in the questions below.
Every New Zealand bank is a reporting entity under the AML/CFT Act 2009. Before it opens an account it identifies the company, the people acting for it and each beneficial owner, verifies them according to risk, and then decides on its own whether to proceed, so owners abroad should be ready to document the full chain of ownership. If the company you take over already banks in New Zealand, that account belongs to the company and survives the share sale, yet the bank looks again at the incoming owners and directors and then keeps the account, asks for further information or closes it. Our page on bank accounts for New Zealand companies covers the application, and the general mechanism is set out on shelf companies with bank accounts.
A new company is the usual route. Judged by the Companies Office’s own processing targets, what sets the pace of an incorporation is mostly the time directors and shareholders take to return their consents, and the company starts with the name, shareholders and constitution you choose.
Buying a ready-made Limited makes sense if an older incorporation date will actually be used, for example in a tender or a supplier’s credit check, because the certificate of incorporation is conclusive evidence of that date and nobody can move it. The company keeps its number, its NZBN and its annual return month, but it brings no trading record and no registration on the Financial Service Providers Register, and the new directors and shareholders appear on the public register. The share transfer is explained on our page on shelf companies in New Zealand.
Buying an existing company rather than forming one is discussed across countries in our guide to off the shelf companies.
We can incorporate a new Limited or hand over a ready-made one, prepare the application or the form of transfer, the consents and the notices to the Registrar, and help you assemble a bank application; where we have a working contact at a bank that suits the company we can introduce you, and the bank alone decides.
No. Proposals for a register of beneficial owners have been consulted on since 2018, but none has been enacted, and the Government’s current set of Companies Act reforms leaves it out. Ultimate beneficial owners are instead identified by banks and other reporting entities during customer due diligence under the AML/CFT Act 2009; an amendment in force since 19 May 2026 refined who counts as a beneficial owner for that purpose.
Not as an offshore company in the usual sense. A company incorporated in New Zealand is resident for income tax wherever its owners and business are, pays company tax at 28%, must have a director living in New Zealand or Australia, and shows its directors and shareholders on a public register. It fits a business with real activity in or through New Zealand, not one looking for a zero-tax home.
Anyone searching the Companies Register. It shows the directors with their full names and residential addresses and the shareholders with their shareholdings, together with the documents the company has filed. What it does not show is who stands behind a corporate shareholder; that information sits with the banks and professionals who must identify beneficial owners.
Only for certain assets. Once overseas persons own or control over a quarter of a class of its shares, its votes or its board, the company counts as an overseas person itself under the Overseas Investment Act 2005. Consent is then required for buying sensitive land or significant business assets; the requirement attaches to those transactions, not to owning the company as such.
Not if it qualifies as non-active. A company with no gross income, no deductions, no asset disposals and no other relevant transactions for a whole income year, and no GST registration, can file a non-active company declaration (IR433). It then files no tax returns and prepares no financial statements until it becomes active, when a reactivation form (IR434) is due. The annual return to the Companies Office continues regardless.
Thinking about a company in New Zealand? Let us know who will hold the shares, who will sit on the board and where each of them lives, and we will say what a new incorporation or a takeover of an existing company would require. Send the details through our contact page, or write on Telegram or WhatsApp at +48 663 247 166.