Frequently asked questions

How many Directors do I need and do they need to be NZ Residents?
The Company must have at least one Director, who has to be a natural person (i.e. not a body corporate) but don't need to be a New Zealand Resident. There is no restriction on the total numbers of directors, and directors need not to be shareholders.

Do I need a Secretary?
You do not need to appoint a secretary but may do so. The appointment of a secretary is not notified to the Companies Office.

How many shareholders do I need?
A Company must have at least one shareholder, which can be an individual or a company. Trusts are not recognised for being a shareholder as shareholders have certain liabilities under New Zealand Company law.

What is the share capital of the Company?
The company issues shares normally called "Ordinary Shares", which are not assigned a value at the time of company registration. The number of shares will vary depending on the circumstances, normally numbering from one hundred shares to up to one thousand shares (or more, if you like).
Under the Companies Act 1993, shares can be issued with any par or nominal value (section 38), but the Company's constitution may nominate the share capital.
The liability of a shareholder is limited to the amount called up by the directors in accordance with the Constitution.

What about the Company's registered office?
Every company must have a registered office in New Zealand.
The registered office address must be notified to the Registrar on the application form for incorporation and needs to be a physical New Zealand address.
It is normally the business address of the company or the address of the Company's accountant. It is not longer necessary to display the Company's name at the Registered Office.
If you wish, we can act as your address for registered office.

What about an address for Service?
Every company must have an address for service in New Zealand, where legal documents can be delivered to the company. This may be the same address as the company's registered office or it may be elsewhere, but it needs to be a physical New Zealand address, not at a postal box or document exchange. The address must be notified to the Registrar on the application form for incorporation.

What is the annual return fee?
The fee for lodging an Annual Return in New Zealand is NZ$30.00 for a manual return, or without charge as an online return.

Do I need to appoint an auditor?
An auditor must be appointed, if a company is controlled by foreign interests, that is, where body corporate incorporated outside New Zealand or their subsidiaries, or persons not ordinarily resident on New Zealand control more than 25% of the votes.
Other companies can unanimously resolve not to appoint an auditor.
You may need to talk to an accountant about how the Companies Act 1993 affects you.

Is it necessary for a company to have a constitution?
A Company need not adopt its own constitution, than the rules of the Companies Act 1993 in effect become the company's constitution.
The company may adopt a written constitution, which (as long as it meets minimum prescribed Companies Act 1993 statutory requirements) outlines the rules by which a company must operate.
The provisions of the Companies Act 1993 apply except to the extent that they may be legally varied by a constitution.
We do however recommend a constitution where there is more than one shareholder.

What forms I have to sign?
The forms that we will prepare for you to sign include:

- Consent and Certificate of Director of Proposed Company (Form 2)
- Consent of shareholder or shareholders (Form 3)

Fax copy signatures are accepted with the Companies Office.
Please note that original signatures still need to be on the form.

How long does it take?
When we receive an order we lodge the name approval with the Ministry of Economic Development that usually takes a couple of minutes to be approved.
When we receive the signed incorporation documents back from you, we will lodge them with the Companies Office and we should receive the Certificate of Incorporation within short time on normal business days after which we can forward a copy of the certificate to you.

How do I place an order?
This is relatively straightforward. Please look at our order form, which you need to complete. The proposed shareholders and directors need to be specified with their full names and their residential addresses, as well as the number of shares they wish to hold. However, your payment needs to follow the order.

How much will it cost?
Our charge for forming a company in New Zealand is displayed on our order page. Please have a look.

What is the tax rate in New Zealand?
The rate for income tax for companies in New Zealand is 33%; the top marginal rate for natural persons is 39%.

What have overseas clients to know?
If a person not ordinarily resident in New Zealand carry the right to exercise 25% or more of the voting power at a meeting of the company, an auditor has to be appointed and a copy of the financial statements together with the auditor's report must be delivered to the Companies Registrar for registration. A registration fee of NZ$100 is payable each year.

When are annual reports to be prepared?
The Board of Directors of each company must prepare an annual report on the affairs of the company during the accounting period within 5 months after the balance date of the company.

Frequently asked questions

Do I need a Secretary? You do not need to appoint a secretary but may do so. The appointment of a secretary is not notified to the Companies Office.

How many shareholders do I need? A Company must have at least one shareholder, which can be an individual or a company. Trusts are not recognised for being a shareholder as shareholders have certain liabilities under New Zealand Company law.

What is the annual return fee? The fee for lodging an Annual Return in New Zealand is NZ$30.00 for a manual return, or without charge as an online return.

How much will it cost? Our charge for forming a company in New Zealand is displayed on our order page. Please have a look.

What is the tax rate in New Zealand? The rate for income tax for companies in New Zealand is 33%; the top marginal rate for natural persons is 39%.

When are annual reports to be prepared? The Board of Directors of each company must prepare an annual report on the affairs of the company during the accounting period within 5 months after the balance date of the company.

Do I need a Secretary?
You do not need to appoint a secretary but may do so. The appointment of a secretary is not notified to the Companies Office.

How many shareholders do I need?
A Company must have at least one shareholder, which can be an individual or a company. Trusts are not recognised for being a shareholder as shareholders have certain liabilities under New Zealand Company law.

What is the annual return fee?
The fee for lodging an Annual Return in New Zealand is NZ$30.00 for a manual return, or without charge as an online return.

How much will it cost?
Our charge for forming a company in New Zealand is displayed on our order page. Please have a look.

What is the tax rate in New Zealand?
The rate for income tax for companies in New Zealand is 33%; the top marginal rate for natural persons is 39%.

When are annual reports to be prepared?
The Board of Directors of each company must prepare an annual report on the affairs of the company during the accounting period within 5 months after the balance date of the company.