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Company Formation in New Zealand

Entity Type: Companies


Name Details

Does the name of the company require approval by the Registry or other authorities?

The name will need to be approved by the New Zealand Companies Officer prior to incorporation.
This can be done online and responses are normally received within one working day.

How many prospective names will you require?

Company names can be given pre-approval (as above).
Therefore, only one name is required.

Are there any restrictions or limitations on words that can be used in company names?

There are a number of words or phases that cannot be included in company names because they are protected by other legislation. For example, company names which include words or phases protected by the Flags, Emblems and Name Protection Act 1981 or by any other enactment will not be approved. These include names having royal, national, international, commercial or other significance.

The company name cannot be identical or almost identical to another company name.

The company name cannot be offensive or contain certain words that are restricted.

Company names must include “Limited” if it is a limited liability company.

Address Details

Does the company need to provide a registered address?

All companies need to provide a registered office, address for service and address for communication.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The address of the registered office and the address for service must be physical addresses in New Zealand. That is, a street address, not a Post Office Box or DX address.

The address for communication may be a postal or physical address (but not a DX) and must include an email address. It must also be within New Zealand.

If the client has no physical location in-country, can they use your address for the purposes of registration?

Yes.

Officer Details

How many Directors are required?

At least one director.

Are any other officers required (i.e. Secretary)?

No.

What personal details will you need for each officer?

Full name, residential address and date and place of birth. The directors’ dates and place of birth will be held by the Registrar of Companies, but will not be publicly available.

Is there a requirement for any in country resident directors?

Yes, every New Zealand incorporated company is required to have at least one director who is either a New Zealand resident, or lives in a country with which New Zealand has a reciprocal enforcement arrangement (currently the only enforcement country is Australia). If relying on an Australian resident, that person but also be a director of an Australian company and details of that company including name, ACN and registered office are required to be lodged with Companies Office.

Do you need proof of address or Identity for officers? If YES, in what format?

Where a director is an overseas resident the Companies Office generally requests certified proof of address documents and certified passports.

Shareholders

How many shareholders are required?

Each company must have at least one shareholder.

Are there any restrictions on who can be a shareholder?

No.

What information will you require about shareholder?

Full name and address (individuals must provide a residential address)

Will you require proof of address or ID from the shareholders?

This information is not routinely required for New Zealand or Australian shareholders. However, the Companies Office often requests a certified copy of the passports of overseas based shareholders.

Where the shareholder is an overseas company the Companies office often requests a certified copy of the overseas company’s incorporating documents, proof of the overseas company’s authorised signatory (certified passport of signatory, proof that the signatory is authorised), and proof that the overseas company intends to be a shareholder (board resolution resolving to incorporate in NZ). Generally Companies Office will also require a certified passport of an authorised signatory (such as a director) of the shareholder company.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

No.

Is there a minimum number of shares that must be issued?

Each company must have at least one share.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

No.

Other Details

Do you require any further information about the company or its office

Upon the appointment of a director, the director will be required to sign a consent and certificate confirming that they agree to their appointment as a director and that they are not disqualified from being a director. Directors should ensure that, before they sign, they are qualified to be a director of a company. Overseas directors or shareholders may occasionally be required to provide identification and proof of address. Every company must also disclose the name of any ultimate holding company, the country of its registration, the registration number or code (if any) and its registered office. These details will be publicly available.

Timescale

How long will it take to complete incorporation

Provided the application for incorporation is completed on a working day and the necessary information and documents have been obtained/signed, the incorporation process can usually be completed within 3-5 working days.

Is there any way to expedite the incorporation for an extra fee?

No.

Procedure

D1. Reserve the company name.
2. Gather the name and address information for the director(s), the shareholder(s) and the address information for the new company itself. This includes a registered office, address for service and address for communication. The date and place of birth of the director(s) will be required and details of any ultimate holding company.

3. Decide on the share quantity and distribution between the new shareholders (as required).
3. Arrange for the new director(s) and shareholder(s) to sign (prescribed) consent forms.
4. Prepare a company constitution (not mandatory).
5. Log on to the Companies Office website and lodge all of the above (incorporation fee applies).


Latest version updated 3rd May 2018