Incorporation of a Company in New Zealand. Service offer

Step-by-step description of incorporation of a limited liability company in New Zealand:

1. Company name to be checked for its availability (at least three names), and such name*:

• must not be identical or similar to the name of an existing company;
• must have an ending that denotes the type of entity (“Limited”, “Ltd” or “Tapui”);

2. Company structure (director, shareholder, beneficial owner, attorney). The company should have at least one director – resident of New Zealand or an Australian resident, who is also a director of a company incorporated in Australia;

3. Share capital and distribution of shares between members. There are no requirements to the minimum amount of share capital. Shares are issued without nominal value. The minimum number of shares is

4. Activity and geography of business.

must be provided. The list of documents will be provided separately.

having the documents signed by the directors and members. Sending the set of documents to New Zealand.

If your business is likely to turn over more than $60,000 per year, you will need to register for Goods and Services Tax (GST). Registering for GST is optional for businesses earning less than USD 60 000 annually.

Companies should prepare and file an Annual Return with the Registrar on an annual basis. An annual return is not a financial document — it's a record of publicly available information about your company that appears on the Companies Register. That information, which includes your address and details of directors and shareholders, must be updated each year through an annual return.

The annual payments also include fees for provision of secretary, registered office, and professional directors/shareholders (if any in the company).

All companies that are active and New Zealand resident for tax purposes (except for look-through companies) must complete an IR4 income Tax Return each year, including bodies corporate and unit trusts. Non-active companies may be may be excused from completing Tax Returns if they complete special declaration.

Some large New Zealand, and all large overseas companies, must file annual audited financial statements under the Companies Act 1993. All Financial Markets Conduct (FMC) reporting entities must lodge annual audited financial statements under the Financial Markets Conduct Act 2013.

A New Zealand company that is a subsidiary of a body corporate incorporated outside New Zealand must file audited financial statements if, at the balance date for the 2 preceding accounting periods, at least 1 of the following applies:

• the total assets for the company and its subsidiaries were more than NZD 20 000 000,
• the total revenue was more than NZD 10 000 000.

Group financial statements must be filed for companies that, at the balance date, have 1 or more subsidiaries.

A New Zealand company with 25 per cent or more of its voting shares held overseas, must file audited financial statements if, at the balance date for the 2 preceding accounting periods, at least 1 of the following applies:

• the total assets for the company and its subsidiaries were more than NZD 60 000 000,
• the total revenue was more than NZD 30 000 000.

This includes any NZ company with 25 per cent or more of its voting shares held by:

• a subsidiary of a body corporate incorporated outside NZ, or
• a person who is not ordinarily resident in NZ.

A large company can apply for an exemption from filing a financial statement if, during an NZ accounting period it:

• hasn't received any income
• has no expenses
• hasn't disposed of any assets, and
• at the end of the accounting period, has no subsidiaries or all of its subsidiaries are inactive.

To apply for an exemption as an inactive entity an inactive declaration must be sent to the Companies Office:

• within 5 months of the balance date, and
• using wording from the Schedule to the Financial Reporting Regulations 2015.

A company does not have to prepare financial statements if during the income year all of the following apply:

• It was not part of a group of companies.
• It had not derived income of more than NZD 30 000.
• It had not incurred expenditure of more than NZD 30 000.

The Financial Markets Authority (FMA) has the power to grant financial reporting exemptions.

New Zealand companies are taxed on their worldwide income at the rate of 28%.

*The Registrar may reject any name that it considers to be unacceptable, identical or similar to a name of an existing company.

**The fees are valid as of the date of sending of this offer.