Very few restrictions are imposed on foreign companies on the type of business operations permitted in New Zealand. Foreign companies investing in New Zealand in tourism or in sectors that contribute to foreign exchange earnings are particularly welcomed by the New Zealand Government.
There are three main ways for overseas companies to do business in New Zealand:
Incorporating a subsidiary in New Zealand is a relatively simple matter.
A New Zealand subsidiary is also required to either have a director that lives in New Zealand or have a director that lives in an enforcement country (currently only Australia) and is a director of a company registered in that enforcement country.
As a separate company from the overseas parent, the subsidiary is a separate legal entity from its shareholder. Shareholders of companies incorporated in New Zealand obtain limited liability automatically (unless an unlimited company is specifically created). Large companies, in which at least 25% of the shareholder voting power is held by a subsidiary of a company incorporated outside of New Zealand, a company incorporated outside of New Zealand or a person not ordinarily resident in New Zealand, may be required to file financial statements with the Registrar of Companies. These would relate only to their operations and the operations of any subsidiaries, not the operations of their overseas parent companies.
An overseas company seeking to register a branch in New Zealand is required to reserve its name with the New Zealand Companies Office. The other administrative requirements must then be satisfied by filing an application within 10 working days from the start of business in New Zealand with information such as, the overseas company:
A subsidiary company incorporated in New Zealand must have at least one shareholder and director (who can be the same person). Non-resident shareholders and directors are permitted. However, a company must have at least one New Zealand resident director. There is an exemption for this rule which allows a company to have no New Zealand resident director as long as one of the directors is an Australian resident who is a director of a company incorporated in Australia.
Generally, any legal entity may be a shareholder, however, only a natural person may be appointed a director. It is not necessary to appoint a company secretary.
There is no restriction on the size of a company’s share capital. Companies are not permitted to have a par or nominal value attached to their shares. It is not necessary for the issue price to be fully paid.
The first step to registering a subsidiary is to apply to the NZ Companies Office to reserve the proposed subsidiary’s name. Once the name of the proposed subsidiary company has been approved and reserved, the following incorporation documents must be filed:
The decision of whether to establish a branch office or a subsidiary company will be influenced by legal, tax and commercial considerations that are outlined later in detail.
The other forms of structures normally used are sole proprietorship, partnerships, joint ventures and trusts. These structures can be used in situations where the business is of a very small size or extremely large.