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New Zealand Company Incorporation

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How to incorporate Company in New Zealand

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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 For other changes (e.g. new basic elements: director’s address) notification must be given within 20 working days of 1. A name, which has been reserved by the company first becoming aware of the Registrar of Companies. the change or event. New Zealand New Zealand is an island nation located To register a New Zealand company It is deemed an offence under the 2000 kilometers south-east of Australia. or an overseas company under a Companies Act 1993 (Section 159) if It is comprised of two primary name, that name has to be approved these requirements are not complied landmasses, known as the North and and reserved by the Registrar with. South Islands, and a significant number (sections 20 & 333(1) Companies Act of smaller islands. The largest city in 1993). Thereafter, a company may Any new director must give consent New Zealand is Auckland, in the top choose to change its name. The to act as a director and to also certify half of the North Island, while the name must be comprised entirely that he/she is not disqualified from capital, Wellington, lies in the Southern from the English alphabet and being appointed or holding office as a tip of the northern island. The land include word LIMITED. director. mass of New Zealand consists of 368,680 square kilometers, making it 2. Issued capital of one or more share. As your authorized accountant, AMG the 75th biggest nation in the world may provide service of Non- and covers 0.18% of the worlds 3. One or more shareholder (any executive Directorship for your new surface. nationality, private or corporate). Company. New Zealand Gross Domestic Product per capita is $30,234, comparable to 4. One or more directors (any 5. Address for the Registered Office and Hong Kong, Italy and Spain. The total nationality, private). Address for Service in New Zealand. GDP for the nation is USD$128.1 billion. A person is ineligible to be a director As a country that exports nearly a of a company if he/she is: Additionally, the Registrar also quarter of its annual output, New requests that an Address for Zealand is heavily dependent on trade.  under 18 years of age; or Communications be provided. Subsequently New Zealand holds a  an undischarged bankrupt; or number of Free-Trade Agreements such  prohibited from directing, All documentation kept at the as the Trans Pacific Economic promoting, or participating in Registered Office address must be Partnership between New Zealand, the management of a company available for inspection and audit on Singapore, Chile and Brunei, there are under any statutory provisions; the first request of the New Zealand talks of Australia, Peru and the United or authorities. States joining also. Along with Australia,  subject to a property order New Zealand holds free trade deals made under sections 30 or 31 of The Registered Office and Address with Vietnam, Thailand, Singapore, the Protection of Personal and for Service need not be at the same Philippines, Myanmar, Malaysia, Laos, place or even at the companys place Indonesia, Cambodia, Brunei Property Rights Act 1988; or Darussalam, as the nations of The  not qualified pursuant to the of business. Although, it is required that they are at a physical address, Association of Southeast Asian Nations. constitution of a particular New Zealand is also a respected company. not a postal centre or document member of APEC. exchange. However, the address for The Registrar must be notified to any communications can be a postal The New Zealand economy draws changes in the directorship of the address. These addresses are the first heavily on the service industry (tertiary company or information, which notified to the Registrar on the sector), which produces nearly 70% of relates to the director(s). application for incorporation. its GDP annually; this is followed by manufacture and construction New appointments or resignations of To change the Registered Office or (secondary sector) at 27%; and the rest a director must be notified within 20 Address for Service, the company in the farming and raw material working days of the appointment must notify the Registrar, with the industry (primary sector). Due to the being made or resignation coming change and the date of the change, reputation of New Zealand as a holiday into effect. at least 5 days before it comes into destination, 8.9% of the New Zealand effect. GDP comes from services centered around the tourism industry. Estimates As your authorized accountant, AMG can have placed the increase of tourists to provide you with a Registered Office address. New Zealand as rising by 4% each, until 2013.
  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 Annual Return and Annual Filing the Governor-General is the de-facto Obligations head of state, as such the positionA constitution is not required for a entitles its bearer the same privilege In their designated months, all and status as that of the actual head ofNew Zealand registered company. companies must file an annual state. The position entails with itselfCompanies that opt to incorporate return, although a company is not the further role of Commander-in-Chiefwithout a constitution will have their required to file an annual return in of the Defense Force. This leads tointernal procedures automatically interesting hypothetical constitutional the calendar year of itsgoverned by the Companies Act arguments, in regards to what exact incorporation. To continue1993. Your options for incorporation role is played by the Governor-General maintaining its registration with thefor a new company are: if their wishes happen to differ from Companies Office, a company must file an Annual Return each year. In that of the Prime-Minister, but due to  Preparing your own New Zealands peaceful history and the case that an Annual Return has company constitution nature this has never had to be tested. not been filed by the due date, the  Using a standard company faces the risks of removal constitution provided by While due to its reliance on foreign from the New Zealand Register of Abaconda Management trade New Zealand can be exposed to Companies. The filing of the Annual price fluctuations on equity markets, Group Return is also considered as an the country is highly stable in all other  Incorporation without a opportunity to confirm and/or constitution. aspects of its economic structure. New update any company information Zealand has been relatively unscathed held on the Register of Companies. by the economic turbulenceAnnual Meetings experienced by many world marketsEvery company must hold an Annual Please visit our online questioner since the year 2000. Namely, NewMeeting once every calendar year. located at Zealand and neighboring Australia didWithin 6 month of a company’s http://www.abaconda.info/status/ not face recessions like the Unitedbalance date they are required to to check New Zealand Companys States. More recently, unlike manyhold the meeting, it must also be no Annual Filing Obligations under the developed nations of the world, Newlater than 15 months after the Companies Act 1993, Financial Zealand felt no serious repercussionsprevious annual meeting. Reporting Act 1993 and Income Tax from the 2008 financial market Act 2004. breakdown. This was due heavily to New Zealands low reliance on foreignWhile it is not required for a As your authorized accountants, debt markets and the activecompany to hold its first annual preventative measures taken by themeeting in the calendar year of AMG can complete all your filing New Zealand government.incorporation, it is a requirement to obligations on your behalf.hold one within the first 18 month ofincorporation. As an AMG client your new company Facts about New Zealand will be linked to our tax agency Population: 4,173,000 peopleAs your authorized accountants, within the New Zealand Inland Language: English, Maori, SignAMG could provide you with a Revenue Department, and will LanguageCorporate Secretary service, to receive significant extensions of time Capital: Wellingtonperform annual meetings. to pay your tax obligations. Government Type: parliamentary democracy Land Area: 268,680 square kilometers Coastline: 15,134 kilometers Natural resources: natural gas, iron ore, sand, coal, timber, gold, limestone GDP-per capita: USD$30,234
  5. 5. Process of Company Registration with AbacondaManagement Group 1. The initial step in the incorporation In the case that your chosen of a company is the reservation of its Company name is unavailable, we name. will inform you as to the reason that Before proceeding, make it was declined. Otherwise, the sure you have all of the We suggest that before you complete following: Companies Office will issue a letter of the application, you use our free confirmation, stating that the name service at  The Name(s) of the Director(s) has been reserved. http://www.abaconda.info/company and their residential address (must have at least one to check the New Zealand Register of 5. We will send you an email containing director). Companies for an identical or nearly the official director(s) and identical name. Technical limitations shareholder(s) Consent Forms. These  The number of shares (must prohibit us from guaranteeing 100% need to be printed off, signed by the have at least one share). that any particular result of this appropriate director(s) and  The names and address of the search is not already in use. It is shareholder(s) and faxed back to the Shareholder(s) (must have at recommended that you try and check number on the form or emailed back least one shareholder). for keywords or names similar to the to us. Once these forms have been one you have already chosen. received and accepted by New  The Registered Office, Address for Service and Address for Zealand Register of Companies, the 2. The Application Form, located at Communication for the company will be incorporated and company (AMG may provide http://www.abaconda.info/docs/CR2 the Certificate of Incorporation will for our authorised clients). 008.pdf or attached to this brochure, be issued by New Zealand the is to be filled in next and returned to  The place of business and Register of Companies. us. A scanned email copy of the main business activity of the new company. signed application is also acceptable. The New Zealand company formation procedure typically takes less than 24  The Company Constitution 3. An invoice will be issued to you via hours, and this depends largely on (optional). email when we receive and accept how fast you sign and return the your application. Your payment Consent Forms (p.5 above). In most options are Credit Card, Wire cases we are able to complete a Transfer, or Bank Transfer. company formation within one hour. 4. Next, your chosen Company name Upon the completion of the will be checked manually and we will registration process, the ordered set advise you as to the results. of documents will be delivered to you. Please check the Company Your order will be processed once Incorporation Packages for more your payment is received and details. confirmed. The name will be reserved and an application with the New Zealand Register of Companies will be lodged.
  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 Payments Authorization Form;  Guide to your New Zealand company. 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 At your request, the set of documents under certain conditions for our regular clients, but we cannot extend this offer to may be certified by Public Notary, and/or first-time or individual requests. Apostille (by New Zealand Department of Internal Affairs) may be affixed. 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.
  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.Abaconda Management GroupOffice 3, 556 Cameron Rd,Tauranga SouthTauranga3112New Zealand+64 9 88 9 22 77info@abaconda.infohttp://abaconda.infohttp://www.amgtrustee.comhttp://www.apostille.co.nzhttp://www.newzealandtaxation.com © All rights reserved. Abaconda Management Group Ltd.

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