New Zealand Company incorporation


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A quick guide to New Zealand companies and New Zealand Company formation.

Content created on behalf of Abaconda Management Group

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New Zealand Company incorporation

  1. 1. NEW ZEALAND COMPANY REGISTRATIONNEW ZEALAND LIMITED LIABILITY COMPANY REGISTRATION WITH ABACONDA MANAGEMENT NEW ZEALAND LIMITEDGROUP LTD LIABILITY COMPANIESIn the last few decades, New Zealand has become an attractive option for the international financial A New Zealand Limited Liabilityplanning community, specifically in regards to high-net worth clients. Company is recognized as having come into existence after it is incorporated under the Companies Act 1993. UponDespite the amateur publications of recent years, New Zealand is not a tax haven or offshore completion of incorporation it isjurisdiction, it never has been nor is it planning to be. New Zealand is a developed Western country: henceforth recognized in law as anmember of the Commonwealth of Nations, United Nations, World Bank, World Trade Organization, independent legal entity. This means that it is treated as being a separateOrganization for Economic Co-operation and Development, International Monetary Fund, Asia ”body” from its directors andPacific Economic Cooperation. New Zealand participating in a number of free trade agreements, of shareholders. Therefore, as a legalwhich the most important are the China-New Zealand Free Trade Agreement (the only entity, it can do many of the samecomprehensive free trade agreement China has entered into with a developed country) and Closer things as a natural person – e.g. hold property in its own name, enter intoEconomic Relations with Australia. It does not face any blacklisting or sanctions by any international contracts, etcregulatory or fiscal bodies.
  2. 2. Requirements Every New Zealand Company has certain 1993 (Section 159) if these basic elements: requirements are not complied with. 1. A name, which has been reserved by Any new director must give consent the Registrar of Companies. to act as a director and to also certify New Zealand that he/she is not disqualified from New Zealand is an island nation located To register a New Zealand company being appointed or holding office as a 2000 kilometers south-east of Australia. or an overseas company under a director. It is comprised of two primary name, that name has to be approved landmasses, known as the North and and reserved by the Registrar As your authorized accountant, AMG South Islands, and a significant number (sections 20 & 333(1) Companies Act may provide service of Non- of smaller islands. The largest city in 1993). Thereafter, a company may executive Directorship for your new New Zealand is Auckland, in the top choose to change its name. The Company. half of the North Island, while the name must be comprised entirely capital, Wellington, lies in the Southern from the English alphabet and 5. Address for the Registered Office and tip of the northern island. The land include word LIMITED. Address for Service in New Zealand. mass of New Zealand consists of 368,680 square kilometers, making it 2. Issued capital of one or more share. Additionally, the Registrar also the 75th biggest nation in the world requests that an Address for and covers 0.18% of the worlds 3. One or more shareholder (any Communications be provided. surface. nationality, private or corporate). All documentation kept at the New Zealand Gross Domestic Product per capita is $30,234, comparable to 4. One or more directors (any Registered Office address must be Hong Kong, Italy and Spain. The total nationality, private). available for inspection and audit on GDP for the nation is USD$128.1 billion. A person is ineligible to be a director the first request of the New Zealand As a country that exports nearly a of a company if he/she is: authorities. quarter of its annual output, New Zealand is heavily dependent on trade.  under 18 years of age; or The Registered Office and Address Subsequently New Zealand holds a  an undischarged bankrupt; or for Service need not be at the same number of Free-Trade Agreements such  prohibited from directing, place or even at the companys place as the Trans Pacific Economic promoting, or participating in of business. Although, it is required Partnership between New Zealand, the management of a company that they are at a physical address, Singapore, Chile and Brunei, there are under any statutory provisions; not a postal centre or document talks of Australia, Peru and the United or exchange. However, the address for States joining also. Along with Australia,  subject to a property order communications can be a postal New Zealand holds free trade deals made under sections 30 or 31 of address. These addresses are the first with Vietnam, Thailand, Singapore, the Protection of Personal and notified to the Registrar on the Philippines, Myanmar, Malaysia, Laos, application for incorporation. Indonesia, Cambodia, Brunei Property Rights Act 1988; or Darussalam, as the nations of The  not qualified pursuant to the To change the Registered Office or Association of Southeast Asian Nations. constitution of a particular New Zealand is also a respected company. Address for Service, the company member of APEC. must notify the Registrar, with the The Registrar must be notified to any change and the date of the change, The New Zealand economy draws changes in the directorship of the at least 5 days before it comes into heavily on the service industry (tertiary company or information, which effect. sector), which produces nearly 70% of relates to the director(s). its GDP annually; this is followed by As your authorized accountant, AMG manufacture and construction New appointments or resignations of can provide you with a Registered (secondary sector) at 27%; and the rest a director must be notified within 20 Office address. in the farming and raw material working days of the appointment industry (primary sector). Due to the being made or resignation coming reputation of New Zealand as a holiday into effect. For other changes (e.g. destination, 8.9% of the New Zealand new director’s address) notification GDP comes from services centered must be given within 20 working days around the tourism industry. Estimates of the company first becoming aware have placed the increase of tourists to New Zealand as rising by 4% each, until of the change or event. It is deemed 2013. an offence under the Companies Act
  3. 3. Books, Records and Registers The Companies Act 1993 mandates the locations of each register must be that a company is required to keep delivered to the Registrar within 10 and maintain certain records, working days post the division of the including the constitution (if the original register. In the case that the company has adopted one), minutes Share Register is undivided, it is New Zealand of both the shareholders’ and considered to be the companys New Zealand is a developed country in directors’ meetings, the financial principal register and must therefore all understandings of the term. The statements, accounting records, the be kept at its Registered Office. In the banking, economic and infrastructure share register, etc. case of share register division, it may system ranks amongst the best in the be kept elsewhere. world. New Zealand has a thorough, Under normal business practice these complete and tested set of laws records are kept at the company’s Accounting Records relating to its economic system, along Registered Office. Any change in the with its own perks and unique features record’s permanent keeping requires All active companies have to prepare like New Zealand Foreign Trusts. a notification of change of address, at Financial Statements annually. least 5 days before it is carried out. Further, these Financial Statements While due to its reliance on foreign must be audited unless agreed trade New Zealand can be exposed to otherwise by all company price fluctuations on equity markets, Share Register the country is highly stable in all other shareholders. In the case that an A share register must be maintained aspects of its economic structure. New auditor is required, the appointment by a company, it must record the Zealand has been relatively unscathed must be made at the Annual shares issued by the company and by the economic turbulence Meeting. Companies that are also state: experienced by many world markets required to file Financial Statements  What restrictions or since the year 2000. Namely, New under the Financial Reporting Act limitations on their transfer, Zealand and neighboring Australia did 1993 are always required to appoint if any; and not face recessions like the United an Auditor.  The location of the States. More recently, unlike many documents that state the developed nations of the world, New It is the responsibility of the board of Zealand felt no serious repercussions restrictions and/or the company to ensure that from the 2008 financial market limitations. accounting records are kept, and that breakdown. This was due heavily to  they: New Zealands low reliance on foreign The share register must also record  Accurately record the debt markets and the active an alphabetical list of the: companys transactions and preventative measures taken by the  Name(s) of each adequately explain them; New Zealand government. shareholder, and  Allow the financial position  Last known address of each of the company to be While New Zealand does not have one shareholder, and accurately determined at ultimate constitution, it does have a  Number of shares held by any time; formal statement of constitutional each shareholder  Enable the directors to structure in the Constitution Act 1986. Further, the effective constitution of ensure that the companys (Note: this includes both the current New Zealand consists of a number of financial statements comply shareholders and those who have statues, Treatise, court decisions, with the Financial Reporting been shareholders within the last 10 Letters patent and conventions. Prior to Act 1993; and 2004 New Zealands highest court was years).  Allow the proper auditing of the Privy Council in London, although the companys Financial since the passing of the Supreme Court The share issues date, repurchases or Statements, in a timely Act 2003 it has been the Supreme Court redemptions and share transfers manner. of New Zealand. must also be shown. Please note that dormant (non- An agent, your lawyer or your active, non-trading) companies are accountant may maintain the share not required to keep accounting register for your company. records. The company’s constitution may also provides that the share register may As your authorized accountants, be divided into two or more AMG is able to provide a full range registers, which are subsequently of accounting and taxation service. kept in varying locations. Notice of
  4. 4. New Zealand New Zealand is a constitutional monarchy with a parliamentary democracy. The parliament building resides in the capital, Wellington, in a building dubbed "The Beehive". Queen Elizabeth II is currently the Queen of New Zealand, although is represented by Governor-General Anand Satyanand. The Governor General of New Zealand is able to exercise a certain number of reserve powers like the appointment and dismissal of Governors and Prime Ministers, dissolving of Parliament, and refusing the Prime-Ministers request for an election. In a ceremonial senseThe Constitution required to file an annual return in the Governor-General is the de-factoA constitution is not required for a head of state, as such the position the calendar year of its entitles its bearer the same privilegeNew Zealand registered company. incorporation. To continue and status as that of the actual head ofCompanies that opt to incorporate maintaining its registration with the state. The position entails with itselfwithout a constitution will have their Companies Office, a company must the further role of Commander-in-Chiefinternal procedures automatically file an Annual Return each year. In of the Defense Force. This leads togoverned by the Companies Act the case that an Annual Return has interesting hypothetical constitutional1993. Your options for incorporation not been filed by the due date, the arguments, in regards to what exactfor a new company are: role is played by the Governor-General company faces the risks of removal  Preparing your own if their wishes happen to differ from from the New Zealand Register of company constitution that of the Prime-Minister, but due to Companies. The filing of the Annual  Using a standard New Zealands peaceful history and Return is also considered as an constitution provided by nature this has never had to be tested. opportunity to confirm and/or Abaconda Management Group update any company information While due to its reliance on foreign  Incorporation without a held on the Register of Companies. trade New Zealand can be exposed to constitution. price fluctuations on equity markets,  Please visit our online questioner the country is highly stable in all other located at aspects of its economic structure. NewAnnual Meetings Zealand has been relatively unscathed company must hold an Annual to check New Zealand Companys by the economic turbulenceMeeting once every calendar year. experienced by many world markets Annual Filing Obligations under theWithin 6 month of a company’s since the year 2000. Namely, New Companies Act 1993, Financial Zealand and neighboring Australia didbalance date they are required to Reporting Act 1993 and Income Tax not face recessions like the Unitedhold the meeting, it must also be no Act 2004. States. More recently, unlike manylater than 15 months after the developed nations of the world, Newprevious annual meeting. As your authorized accountants, Zealand felt no serious repercussions AMG can complete all your filing from the 2008 financial marketWhile it is not required for a breakdown. This was due heavily to obligations on your to hold its first annual New Zealands low reliance on foreignmeeting in the calendar year of debt markets and the activeincorporation, it is a requirement to As an AMG client your new preventative measures taken by thehold one within the first 18 month of company will be linked to our tax New Zealand government.incorporation. agency within the New Zealand Inland Revenue Department, and Facts about New ZealandAs your authorized accountants, will receive significant extensionsAMG could provide you with a of time to pay your tax Population: 4,173,000 peopleCorporate Secretary service, to obligations. Language: English, Maori, Signperform annual meetings. Language Capital: Wellington Government Type: parliamentaryAnnual Return and Annual Filing democracyObligations Land Area: 268,680 square kilometers Coastline: 15,134 kilometersIn their designated months, all Natural resources: natural gas, ironcompanies must file an annual ore, sand, coal, timber, gold, limestonereturn, although a company is not GDP-per capita: USD$30,234
  5. 5. Process of Company Registration with AbacondaManagement Group 1. The initial step in the incorporation it was declined. Otherwise, the of a company is the reservation of its Companies Office will issue a letter of name. confirmation, stating that the name Before proceeding, make has been reserved. sure you have all of the We suggest that before you complete following: the application, you use our free 5. We will send you an email containing service at the official director(s) and  The Name(s) of the Director(s) shareholder(s) Consent Forms. These and their residential address (must have at least one to check the New Zealand Register of need to be printed off, signed by the director). Companies for an identical or nearly appropriate director(s) and identical name. Technical limitations shareholder(s) and faxed back to the  The number of shares (must prohibit us from guaranteeing 100% number on the form or emailed back have at least one share). that any particular result of this to us. Once these forms have been  The names and address of the search is not already in use. It is received and accepted by New Shareholder(s) (must have at recommended that you try and check Zealand Register of Companies, the least one shareholder). for keywords or names similar to the company will be incorporated and one you have already chosen. the Certificate of Incorporation will  The Registered Office, Address for Service and Address for be issued by New Zealand the 2. The Application Form, located at Communication for the Register of Companies. company (AMG may provide for our authorised clients). 008.pdf or attached to this brochure, The New Zealand company formation is to be filled in next and returned to procedure typically takes less than 24  The place of business and us. A scanned email copy of the hours, and this depends largely on main business activity of the new company. signed application is also acceptable. how fast you sign and return the Consent Forms (p.5 above). In most  The Company Constitution 3. An invoice will be issued to you via cases we are able to complete a (optional). email when we receive and accept company formation within one hour. your application. Your payment options are Credit Card, Wire Upon the completion of the Transfer, or Bank Transfer. registration process, the ordered set of documents will be delivered to 4. Next, your chosen Company name you. Please check the Company will be checked manually and we will Incorporation Packages for more advise you as to the results. details. Your order will be processed once your payment is received and confirmed. The name will be reserved and an application with the New Zealand Register of Companies will be lodged. In the case that your chosen Company name is unavailable, we will inform you as to the reason that
  6. 6. Due Diligence Requirements As Corporate Accountants and registered Tax Agents we will provide company formation service and any of the above mentioned services to our Authorised Clients only, subsequently you must sign an Authorisation Form before we can commence any work. While this may seem as an inconvenience, it is nothing short of necessity when conducting international business in today’s environment and is an integral part in maintaining the integrity and reputation of the New Zealand, our own reputation and reputation of yourAs an indicator of potentially provide As corporative accountant and tax agent new Company.documents, please inspect the following list of for your newly registered Company, wepossible services. are legally entitled to keep on our Please note, it is a Tax Regulation of premises a full set of Company’s New Zealand requirement that all  Certificate of the Incorporation; Documents and Registers as per the companies must be registered with the  Company Constitution; requirements of the Law of New Zealand. New Zealand Inland Revenue  Company Meeting Minutes; In this case, our address may be Department. This registration is  Copy of Register of Shares Issued and indicated as your Registered Office in included in the price estimation above Payment Made; your Registers, and may be used for the and is mandatory for Trading and Non-  Copy of Share Register; further communication with all trading companies.  Copy of Register of Address for Government departments (although no mail forwarding, nor any office service). In dealing with our Client we accept Service; At your request we will keep your written instruction in English only,  Copy of Register of Directors; signed by Director(s) or Authorised  Copy of Register of Address of Registers for the current financial year Agent of the Company. Service; only (till 31th day of the following  Copy of Register of Registered Office; March). We would appreciate you providing us  Copy of Register of Address for with a general description as to the Communication; proposed activities of the Company and  Name Reservation Certificate; copies of valid photo IDs of the  Confirmation Letter; Director(s) and Shareholder(s) for all  Company Extract; our new Clients. Please rest assured that all of the information you provide  Consent of Shareholder; to us will be kept in complete  Consent of Director; confidentiality.  Inland Revenue Department Registration;  Goods and Service Tax Registration;  Non-Trading Form;   Non-Active Form; Tax Agent and Accountant Total Cost Authorization Form; Please inspect the attached Schedule of Fees and Services, or contact one of our  Guide to your New Zealand company. representatives. At your request, the set of documents Office 3, 556 Cameron Rd may be certified by Public Notary, and/or Tauranga South Apostille (by New Zealand Department of Tauranga Internal Affairs) may be affixed. 3112 New Zealand +64 9 88 9 22 77
  7. 7. Legal Disclaimer Neither this brochure nor our website provides neither tax, nor legal or accounting advice. Please do not confuse the information given in our brochures, websites and communications with a professional consultation. Further, this brochure should not be construed as a solicitation or offering of company formation or any other service of Abaconda Management Group Ltd.Payments Before we can proceed with the formation of a new company, we require that payment is received and confirmed in full. We may apply monthly payment terms under certain conditions for our regular clients, but we cannot extend this offer to first-time or individual requests. Since we are offering non-tangible irrevocable goods and service we do not issue refunds after your order is accepted by us. Those exclusions do not limit any rights you may have under the Consumer Guarantees Act 1993. © All rights reserved. Abaconda Management Group Ltd. Abaconda Management Group Office 3, 556 Cameron Rd, Tauranga South Tauranga 3112 New Zealand +64 9 88 9 22 77