How to register in New Zealand

No

Step

Procedure

1

Reserve a company name

To reserve a company name online, promoters can visit the New Zealand Companies Office Web site (www.business.govt.nz/companies). A company cannot reserve a company name with the Companies Office that is identical or almost identical to an existing New Zealand company name. The reserved name is available for registration for 20 working days. The applicant can then go back online and apply for the company to be registered by completing forms on company details (such as names of shareholders and directors and company addresses and address of communication) and pay the registration fee using a credit card or an account set up with the Companies Office. When the application is processed, the founder will receive a notification by email along with the appropriate director and shareholder consent forms, which are generated by the Companies Office. The applicant must then fax the signed director and shareholder consent forms within 20 working days, after which the application will expire. The certificate of incorporation will be issued via email in a few minutes when the last consent form is accepted.

Fee: NZ$10.22

2

Incorporate the company

To be incorporated under the Companies Act 1993, a company must have a name that has been reserved by the Registrar of Companies, at least one share, at least one shareholder, at least one director, a registered office, and an address for service. A company is not legally required to have a constitution. If the company has a constitution, it is generally filed at the time of incorporation. However, notice of the adoption of the constitution does not have to be filed until 10 working days after the constitution is adopted.

Promoters can apply online for a company IRD ( Inland Revenue Department) number and register for GST ( Good and Service Tax) at the same time as incorporating a company online with the New Zealand Companies Office. To register for GST using the online service, promoters must also apply for a company IRD number. The list of the information needed when applying for a company IRD number or registering for GST is as follows:

·     IRD number – IRD number of each Director and all shareholders that are NZ resident and are individuals, Main Business Activity, Place of Business and Postal Address, Trading Name of the company (if different to the Business Name), Company Contact details, and whether Fringe Benefit Tax for employees is applicable.

·     GST number – GST accounting method, frequency of filing returns, business activity code (visit www.businessdescription.co.nz for more information), details of how you would like refunds to be paid, whether the company will be making tax exempt supplies and whether the company will be making imports/exports and ACC uses the business activity code to calculate levies for personal injury cover and residual claims.

Since 1 July 2008 it has been mandatory to file most documents with the Companies Office online. The introduction of this policy has seen the removal of many of the paper based processes that the Companies Office previously supported.

Fee: NZ$150

3

Return signed consent forms

If the application is submitted online: an email containing director and shareholder consent forms should be sent. These need to be printed off, signed by the appropriate director(s) and shareholder(s) and either scanned and uploaded or faxed back to the number on the form. Once these forms have been received and accepted by New Zealand the company will be incorporated and the certificate of incorporation will be sent via email