Company Registration in New Zealand- An Overview
New Zealand is one of the dynamic places in the world to start a business. As per reports of the World Bank, this country is considered as one of the best places for ease of doing business. Added to this lot of diverse opportunities to grow and expand.
The law which regulates company registration in New Zealand is the Companies Act, 1993. All the regulatory insights related to company registration in New Zealand is governed by the above act. Though the area offered in New Zealand is small, still lot of financial resources and government support is present in the country to make a company grow.
As per the records of the transparency index, New Zealand is considered highly transparent and ranked second in the world. This would make it easy to conduct transactions in New Zealand with minimum amount of limitations.
Main Regulatory Authority
The primary regulatory authority for company registration in New Zealand is the Companies Register in New Zealand. The law that governs the registration of companies in New Zealand is the Companies Act, 1993.
Apart from the above there are other authorities that regulate the activities of companies registered in New Zealand. The following are the authorities that regulate the activities of companies registered in New Zealand:
- The Companies Office- Main body for maintaining all information pertaining the registers of the companies incorporated in New Zealand.
- Ministry of Business, Innovation and Employment (MIBE)- This authority is responsible for bringing out different form of policy changes in the law that regulates companies in New Zealand.
- Insolvency and Trustee Services (ITS)- Administers all the procedures related to bankruptcy and insolvency in New Zealand.
- Financial Markets Authority- Regulates all the financial activities of companies in New Zealand. Apart from this, it checks into activities such as Money Laundering and Terrorist Financing in New Zealand.
- Inland Revenue Authority- The Inland Revenue Authority looks into the aspects related to taxation and other form of services in New Zealand.
- Reserve Bank- This authority is considered as one of the Central Monetary Authorities in the country. Liquidity in the country is controlled by this institution.
What are the things to consider before going for Company Registration in New Zealand?
Type of Business Structure-
One of the things to consider before going for Company Registration in New Zealand is the form of business structure in New Zealand. The primary types of business structures prominent in New Zealand are:
- Sole Proprietor
The next thing what an entrepreneur or an overseas investor has to consider is the company name of the entity. The name of the entity must be reserved before starting or incorporating a company. The name of the company must not be offensive or opposing any form of laws related to incorporating companies in New Zealand.
Number of Directors-
Depending on the requirements of the company, there are minimum number of directors to be appointed to carry out the functions of a company. The meaning of director and shareholders are different and carry out different functions. Directors have to be appointed as per the requirements of the Companies Act, 1993.
Overseas Company Registration-
An applicant does not need to start a company in New Zealand from inception. An overseas company can be registered under the laws of New Zealand. However, such companies which are established under the laws of New Zealand would be governed by the local laws. However if the company is registered they will be governed by the overseas register. Apart from this the applicant can go for the process of transferring the registration to New Zealand. Another option available to the applicant is starting a subsidiary company in New Zealand.
Types of Structures for Company Registration in New Zealand
There are different forms of structures which can be adopted for registering a company in New Zealand. The applicant has to look into all the advantages and disadvantages of these structures before registering the company in New Zealand. The following structures can be adopted:
Sole Proprietorship or Sole Trader-
As the name implies a sole trader or sole proprietor is a business incorporated by a sole owner. The liabilities of the sole trader are unlimited. Hence if there are any dues or debts payable by the sole trader, then the creditors can go after the personal assets of the sole trader.
A Company can either be a private limited company or a public limited company. A company which is limited by shares is known as a private limited company. A company which is allowed to list its shares in public stock exchange is understood as a public limited company. The liability of the company is limited to the amount of shares subscribed. Hence the directors and shareholders would not be liable for any form of debts payable by the company.
A partnership is considered as a relationship between the partners with the intention to shares the profits of the business. The advantages of partnership would be sharing of profits and interests of the partnerships. However, there is no form of limited liability with respect to the partners.
Benefits of Company Registration in New Zealand
The following benefits can be enjoyed by the applicant by going for company registration in New Zealand:
Setting up a business in a new country would open gates to new employment opportunities. It will generate numerous amount of local employment opportunities and attract talent.
New Zealand is a diverse environment attracting different talents from all across the world. Setting up a company here would bring vibrant opportunities.
Numerous amount of government incentives are provided by the New Zealand government. An applicant can take the benefits of all the incentives offered by the government.
Compliance with Laws-
An applicant would find it seamless to comply with the requirements of the local laws laid down by the Companies Act, 1993.
Eligibility Criteria for Company Registration in New Zealand
The following eligibility criterion has to be sufficed by the applicant to go for company registration in New Zealand:
Procedure for Company Registration in New Zealand
The following procedure has to be adopted by the applicant for company registration in New Zealand:
- Carry out Requirements Before Starting a Company
- Set an Online Account
- Satisfy Requirements related to Management and Address
- Reserve Company Name
- Incorporate the Company
- Complete Online Application
Carry out Requirements before Starting a Company- Before setting up the company, the applicant has to carry out all the requirement for pre-company incorporation. Usually the procedure for company registration in New Zealand is an online process. The applicant should go first to the following website (https://companies-register.companiesoffice.govt.nz/ ) for Company incorporation in New Zealand. Under the Register your Company tab, the applicant has to create an account for company registration process. If the applicant wishes to choose the business structure of the company, then the following has to be considered:
- Name of the Company
- The Company must be incorporated by having at least one share, one shareholder and one director
- The registered addresses of all the concerned individuals must be provided.
Set an Online Account- Once the requirements related to the company are fulfilled, the applicant must login and register an online account through the above website. All the transactions related to the company can be carried out online.
Satisfy Requirements related to Management and Address- The applicant for company registration in New Zealand has to satisfy the requirements related to the management of the company and the requirements of the address of the business.
- There has to be directors recruited to carry out the operations of the business.
- Apart from this the company must have one director who is either a resident in New Zealand or a Resident of Australia. An individual working as a director in a company incorporated in Australia can also be a resident director in a New Zealand Company.
- The director must have requisite skills to run the company.
- The company must satisfy the requirements related to number of shareholders and the shares held by the company. The minimum number of shareholders of a company must be one. The number of shares owned by the company must also satisfy the requirements of the Companies Act, 1993.
- The requirements related to the Company’s constitution must also be satisfied by the shareholders.
- All these changes in the company’s constitution must be included in the Memorandum of Association (MOA) and Articles of Association (AOA).
- All the requirements related to registered office and addresses of the business have to be satisfied by the applicant. The company must have the following:
- The provided address for registering the business cannot be used for DX service.
• A registered office of the business with a physical address.
• An Address of communication of business matters.
• Correspondence address which receives all the intimations from the concerned shareholders and stakeholders.
Reserve Company Name- The applicant also has to ensure to reserve the name of the company. There are specific names that are not allowed as per the Companies Act, 1993. There is a particular domain and website to check the name availability of the company. This website is known as ONECheck which allows the applicant and users to check the names of already registered companies, trademarks and other information. Companies can easily carry out the requirements related to name checking using this website. The link for this can be accessible at https://www.business.govt.nz/onecheck. Reserving the name of the company can be done using the following website https://www2.logon.realme.govt.nz/cls/logon.logon?cid=1.
Incorporate the Company- Prior to incorporating a company, the online services account should be created to check the name of the company. "The cost of reserving the name of the company is 10 NZ$ and the cost of incorporating a company is 114.39 NZ$. All the above fees will include GST." After this process is complete, register all the details of the company. This information would include the details of the directors and shareholders of the company.
- If the company is incorporated outside New Zealand, then information on the ultimate holding company must be included in the information.
- The company also has to register to file its annual return. This must be carried out.
- The information related to the constitution of the company must be provided which will include details of the MOA and AOA.
Complete Online Application- In the final step, the applicant has to complete the online application. The following has to be considered by the applicant:
- Go to unfinished business, then go to my tasks tab, then go to COY application status, fill in the requisite information pertaining to the directors of the company. Provide the fee for the online application.
- Review the completed application and submit the same.
- After this process, individual consent forms must be obtained by the directors and shareholders.
- Once this process is complete, the company would receive the certificate of incorporation. Company registration in New Zealand is carried out through the above procedure.
Documents for Company Registration in New Zealand
The following documents are required for company registration in New Zealand:
- Provide Information Related to the Company
- Details of the Shareholders and Directors
- Application form
- If the applicant is a non-resident of New Zealand, passport and visa information must be submitted
- Contact Details of Company
- Information Pertaining to Resident Directors