Legal Entities in New
Compliance Requirements in New Zealand
Regardless of their commercial activity, all companies incorporated and
operating in New Zealand must comply with a series of obligations
involving several Government Entities.
These obligations are related with the following aspects:
Every foreign company entering New Zealand must comply with the following steps in order to
incorporate a company in New Zealand:
• Reserve and register a Company name.
• Have an official registered office address in New Zealand.
However, companies that prefer to no have a physical presence in New Zealand
can retain the services of legal and accounting professionals in order to register
• A minimum of one shareholder of at least one share of a minimum value of NZ$1 is required
to incorporate a company in New Zealand.
• At least one director of every company incorporated in New Zealand must reside in New
Zealand (or Australia), which must be informed to the New Zealand Companies Office with
certain accompanying details.
• Both shareholders and directors must sign a consent disclosing their date and place of birth
Once a company has been incorporated in New Zealand, it must comply with certain
requirements in order to remain operative:
• It must hold annual shareholder meetings within 18 months of its balance date
(and no later than 6 months after this date).
• If it is registered as an overseas company, its financial statements must be filed on
an annual basis with de Companies Office.
• Large companies (i.e., those whose two last financial statements show a revenue,
along with their subsidiaries’, between NZ$30 and NZ$60) must disclose their
financial statements (as well as companies with more than 10 shareholders who
fail to opt-out during the fiscal year and companies with less than 10 shareholders
who fail to opt-in).
• Legal representatives: although not mandatory, it is advisable to appoint a legal
representative. Under New Zealand laws, both external and internal legal
representatives are equally allowed.
Companies in New Zealand are subject to several tax obligations. Among these, the most important are:
• Corporate income tax: 28% of the company’s income. Note that a company may file an income tax
return form with the Inland Revenue Department.
• Payroll tax: depending on whether the company hires local or foreign employees, the company will be
required to retain a higher or lower percentage of its employees’ salary. However, non-resident
companies may consider seeking support of a recruitment and hiring solutions provider.
• Personal income tax: employees are required to pay a tax calculated as a percentage of their wage.
Note that they may file a tax return as well. While employees with an income up to NZ$14,000 must
pay a 10.5% personal income tax, employees with an income over NZ$60,000 must pay a 33% personal
• Goods and services tax: Goods and Services Tax (GST) is a value-added tax or
consumption tax for goods and services consumed in New Zealand. A 15% GST is applied to the final
price of the product or service being purchased. While non-resident companies are usually required to
register for GST, a resident company may choose whether to do it or not (depending on their turnover
Avoid getting double-taxed: Being double taxed in New Zealand and another country as a foreign investor
can be a possibility due to defaults in the system.
However, this mistake is easy to avoid if you can provide evidence of credit for tax paid overseas on an
income that is also subject to the New Zealand Tax. There are, however, agreements in place with 39
trading and investing partners of New Zealand to avoid double taxation incidents occurring.
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