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To register a company in New Zealand is to incorporate it under the Companies Act 1993 on the New Zealand register, which the Registrar of Companies keeps through the Companies Office. For most people asking how to start a business in New Zealand through a company, and for almost every founder abroad, the vehicle is a company limited by shares whose name ends with Limited, or with Tāpui (Limited). The procedure runs through the Companies Office online services and ends with a certificate of incorporation, which section 14 makes conclusive evidence that the company exists from the date it states.
Taking over a company that already exists is a different transaction, a share transfer, explained on our page on ready-made shelf companies in New Zealand.
A foreign business can incorporate a New Zealand company, or register its existing foreign company under Part 18 of the Act to carry on business here, usually called a branch.
| Point | New Zealand limited company | Overseas company registered under Part 18 |
|---|---|---|
| Legal person | A new company, separate from its shareholders | The foreign company itself |
| Board | At least 1 natural person, with at least 1 director living in New Zealand, or in Australia with an Australian directorship | The existing directors, listed with their residential addresses |
| Local presence | A registered office and an address for service in New Zealand | A place of business in New Zealand and at least 1 person resident or incorporated here authorised to accept service |
| Timing | Exists from the date on its certificate of incorporation | Applies for registration within 10 working days of starting to carry on business in New Zealand |
Most owners abroad choose the company, a legal person in its own right under section 15 whose shareholders’ liability is limited. The rest of this page deals with it.
| Requirement | What the Companies Act 1993 and the Companies Office ask for |
|---|---|
| Name | Reserved before registration, not identical or almost identical to another company’s name or a reserved name, and ending with Limited |
| Shares | At least 1; there is no minimum capital, and no share may have a nominal or par value |
| Shareholders | At least 1, an individual or a company, of any nationality and living anywhere; each signs a consent to the shares they take |
| Directors | At least 1 natural person aged 18 or over who is not disqualified; each signs a consent and certifies that they are not disqualified |
| Resident director | At least 1 director who lives in New Zealand, or lives in Australia and is a director of a company incorporated there |
| Director details | Full name, date and place of birth, and residential address |
| Registered office | A physical address in New Zealand; an accountant’s or solicitor’s office is common, stating the firm and where in the building it is |
| Address for service | In New Zealand; it can be the registered office, but not a postal centre or document exchange |
| Constitution | Optional; without one, the Act’s own rules govern the company |
| Ultimate holding company | The details of any body corporate that will control the company |
Shareholders can live anywhere; at least one director cannot. Section 10(d) requires at least one director who lives in New Zealand, or who lives in Australia, at present the only enforcement country, and is also a director of a company incorporated there; that director gives the Australian company’s ACN in the application. The Act does not define “lives in”. The Registrar’s guidance is that someone present in New Zealand for more than 183 days in a 12-month period meets the test in most cases, while someone below that may still meet it through their ties to the country and how they live when there.
The rule applies for as long as the company exists. Under section 318(1)(aaa) the Registrar must remove a company that does not comply with section 10, so a resident director who resigns needs a successor in office first. Each director’s full name and residential address are on the public register. No director identification number is in force: the Government decided in 2024 to introduce a unique identifier for directors, but no Act requiring it has been passed.
A founder abroad can do all of this without travelling, once the resident director and the New Zealand addresses are arranged.
The tax screen of the application lets the company apply for an IRD number, register for goods and services tax (GST) and register as an employer. Completed there, the IRD and GST numbers arrive with the certificate of incorporation.
| Tax point | Rule |
|---|---|
| Company income tax | 28% for most companies |
| Tax residence | A company incorporated in New Zealand is resident for income tax under section YD 2 of the Income Tax Act 2007, wherever it is managed |
| Income tax return | An IR4 return every year for an active New Zealand resident company |
| GST | 15%; registration is compulsory for a taxable activity with turnover of at least NZD 60,000 in the last 12 months or expected in the next 12, and voluntary below that threshold |
| Dormant periods | A non-active company declaration (IR433) releases a company with no income, deductions or asset disposals from returns and financial statements until it becomes active again |
| Tax treaties | 41 comprehensive double tax agreements in force, Australia and the United Kingdom among them |
On registration the Registrar allocates each company a month for its annual return, filed every year in that month from the calendar year after incorporation. It confirms the details on the register, and a company that does not complete it may be removed and cease to exist. Between returns the board notifies a change of directors, or of a director’s name or residential address, within 20 working days, and a change in the total number of shares within 10 working days.
Most small companies prepare financial statements for Inland Revenue to its minimum requirements. Statements under generally accepted accounting practice, completed within 5 months of balance date, are needed by a company with 10 or more shareholders that has not opted out, and by a large company, meaning total assets above NZD 66 million or revenue above NZD 33 million in each of the two previous periods, or NZD 22 million and NZD 11 million for a subsidiary of an overseas company. A large company with 25% or more of its votes held by a foreign company or by people not ordinarily resident in New Zealand also files them with the Registrar.
People search for New Zealand offshore company formation, so it is worth being plain: New Zealand offers no offshore company. A company incorporated here is resident for income tax even if its owners and business are abroad, pays company tax at 28%, has its directors and shareholders on a public register and needs a resident director. There is no beneficial ownership register, but owners are not invisible: banks and other reporting entities must identify and verify them under the AML/CFT Act 2009.
Foreign ownership also matters under the Overseas Investment Act 2005. A New Zealand company in which overseas persons hold more than 25% of any class of shares or of the votes, or control more than 25% of the board, is itself an overseas person and needs consent before acquiring sensitive land or significant business assets.
The bank account comes after the certificate of incorporation, since a bank begins by matching the company and its officers against the Companies Register. Banks are reporting entities under the AML/CFT Act 2009: they identify the company, the people acting for it and every beneficial owner, verify according to risk, and alone decide whether to open the account. Our page on bank accounts for New Zealand companies covers the banks and the application.
Speed is rarely the reason in New Zealand. With name reservations handled within hours and consents within an hour of receipt by the Companies Office’s own targets, a new incorporation moves as fast as its directors and shareholders sign. A ready-made company makes sense when an earlier date of incorporation has a concrete use, such as a tender, a supplier’s credit check or a counterparty asking how long the company has existed. It does not remove the resident director requirement, change the tax rate or bring a trading record. Our guide to aged shelf companies compares the two routes across the countries we cover.
Some readers come at this from the other side: a New Zealand business planning a subsidiary or a branch in the United Kingdom. That follows the rules of Companies House, not those of the Companies Office, and is covered on our page on UK company formation.
We can incorporate a new New Zealand Limited or supply a ready-made one, prepare the application, the consents and the Companies Office filings, help you assemble the bank application and, where we have a working contact at a suitable bank, introduce you, with the bank alone deciding whether to open an account. If none of your directors lives in New Zealand or Australia, we can arrange a resident director, which the Companies Act allows on these terms: the person consents in writing, is named with a residential address on the public register and carries all the duties of a director, anyone whose instructions the board is accustomed to follow is treated as a director for those duties, and a firm that arranges a nominee director is a reporting entity under the AML/CFT Act 2009 that must verify the company’s beneficial owners. An overview of the country is on our New Zealand page.
Yes. Shareholders can be individuals or companies of any nationality, living anywhere, so a foreigner can own every share of a New Zealand Limited. The board carries the condition: at least one director must live in New Zealand, or live in Australia and direct an Australian company. A foreign owner can also be a director, though not the only one without meeting that test. Living and working in New Zealand is a matter for immigration law.
The Companies Office publishes no overall time, only targets for each step: most name reservations made during business hours are processed within 2 hours, and consent forms within 1 hour of receipt. The certificate follows the last accepted consent, and the consents must all be back within 20 working days, so the practical pace depends on how quickly the directors and shareholders sign.
Yes, every company does, at all times. The director must live in New Zealand, which the Registrar usually accepts after more than 183 days of presence in a 12-month period, or live in Australia and be a director of an Australian company. Shareholders are not covered by the rule. A company that falls out of compliance must be removed from the register, so the resident director stays in office until a replacement is appointed.
A company does not apply for one separately. Registered companies are allocated an NZBN and included on the NZBN Register automatically, and the number can be found by searching the Companies Register or the NZBN website. The NZBN is a globally unique identifier for the business, while the company number identifies it on the Companies Register. Sole traders, partnerships and trusts apply for theirs.
When it carries on a taxable activity and its turnover was at least NZD 60,000 in the last 12 months, or is expected to reach that level in the next 12; below that threshold registration is voluntary. GST is charged at 15%. Registering in the incorporation application brings the GST number together with the certificate and the IRD number.
Planning a New Zealand Limited? Tell us who will own and direct it and we will set out what the registration needs in your case, or reach us on Telegram or WhatsApp at +48 663 247 166.