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Amico New Zealand Limited - Company formation on New Zealand

Company Incorporation and Formation in New Zealand

Registering an Overseas Company in New Zealand

What is an overseas company?
An "overseas company" is defined in the Companies Act 1993 as a body corporate that is incorporated outside New Zealand.

An overseas company can operate in New Zealand in many ways:

  • by establishing a wholly owned New Zealand subsidiary company
  • by establishing a branch operation and registering as an overseas company on the overseas register
  • by transferring its incorporation from the country in which it is registered to New Zealand and becoming a New Zealand company

Which Overseas Companies must register?
Any overseas company that is carrying on business in New Zealand must register within ten working days of commencing to carry on business.

What does it mean - "carrying on business"?
An overseas company is carrying on business in New Zealand if its activities include:

  • establishing or using a share transfer office or share registration office in New Zealand
  • administering, managing or dealing with property in New Zealand as an agent, or personal representative or trustee, and whether through its employees or an agent or in any other manner.

An overseas company does not carry on business in New Zealand because it:

  • is or becomes a party to or settling a legal proceeding, claim, or dispute
  • holds meetings of its directors or shareholders
  • carrying on any of its internal activities
  • maintains a bank account
  • selling property through an independent contractor
  • solicits or procures an order that becomes a binding contract only if the order is accepted outside New Zealand
  • creates evidence of a debt
  • creates a charge on property in New Zealand
  • collecting or securing debts or enforcing security rights in relation to those debts
  • conducting an isolated transaction that is completed within 31 days, where that transaction is not one of a number of similar transactions repeated from time to time
  • invests its funds or holds property

How to register
To register a company in New Zealand the company must have

  • a name, reserved before registration
  • one share, or more
  • one shareholder, or more
  • one director, or more

An application to register a company must be signed by the applicant and requires the following information:

  • the full name and address of the applicant
  • the full name and residential address of every director
  • the full name and residential address of every shareholder and the number of shares each will have
  • the company's registered office and its address for service

Each application must also be accompanied by:

  • a consent signed by every director, consenting to be a director and certifying that the proposed director is not disqualified from being a director
  • a consent signed by every shareholder, consenting to be a shareholder and to acquiring the class and number of shares stated in the document
  • the notice of reservation of name
  • the company's constitution certified as such by at least one applicant.  If a company does not have a written constitution, it may instead rely on the rights, powers, duties and obligations set out in the Companies Act 1993.

Overseas company registering on the Overseas Register
An application to register as an overseas company must be made on the prescribed form (Form 19 - Application for Registration of Overseas Company on the Overseas Register).
The application form requires the following information to be given:

  • the name of the overseas company
  • the full names and residential addresses of the directors at the date of application
  • the full address of its place of business in New Zealand, or if it has more than one, then the principal place must be given
  • the full name and address of one or more persons resident or incorporated in New Zealand who are authorised to accept service of documents on behalf of the overseas company

The application must be signed by each applicant and must be accompanied by:

  • Evidence of the company's incorporation overseas and a copy of its constitutional document.  If these documents are not in English, then an English translation is required, certified in accordance with the regulations made under the Companies Act
  • the notice of name approval.

Company transferring registration to New Zealand
To register an overseas company as a New Zealand company requires an application to transfer registration to New Zealand on a prescribed form (Form 23 - Application by Overseas Company to Register as a Company under the Companies Act 1993).
The application must be accompanied by:

  • a certified copy of the company's certificate of incorporation or other evidence of its incorporation
  • a certified copy of its constitution, (if it has one)
  • Evidence that the company is not prevented from being registered as a company under the Companies Act 1993 and should state:
    • that the company is authorised to transfer its incorporation under the law of the country in which it is incorporated to New Zealand
    • that the company has complied with the requirements of that law in relation to the transfer of its incorporation
    • that the transfer has been approved by at least 75% of the company's shareholders
  • the documents and information required to register a company in New Zealand (see above)
  • any other documents or information the Registrar may require.

An overseas company cannot be registered as a New Zealand company under Part II of the Companies Act 1993, if:

  • it is in liquidation, or a receiver or manager has been appointed for the company, or
  • it has entered into a compromise or arrangement with creditors, or
  • an application has been made to a the court, whether in New Zealand or elsewhere, to put the company into liquidation or to approve a compromise or arrangement with its creditors, or
  • it cannot satisfy the `solvency test' immediately after registration.  This test is defined in the Companies Act 1993 and means that the company must be able to pay its debts as they become due in the normal course of business, and that the value of its assets must be greater than the value of its liabilities including contingent liabilities.

Where to register
All completed application forms, accompanying documents and prescribed fees should be sent to the Companies Office National Processing Centre, Private Bag 92061, Auckland Mail Centre, New Zealand.

Consideration of other statutes
Overseas companies that wish to operate in New Zealand should consider the effect of other New Zealand legislation on their activities.  Professional advice should be obtained to ensure that all legislation is complied with.


The information contained in this document is for guidance only.
We recommend you seek professional advice on all aspects of setting up an overseas company in New Zealand.


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