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Incorporation of a Company in New Zealand. Service offer

Major advantages of doing business in New Zealand:
- Not an offshore jurisdiction, not included in any offshore blacklists;
- New Zealand belongs to common law countries ad its law was developed on the basis of English law;
- Large network of double tax treaties.

Company incorporation

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

1) You need to select:

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.

2) Payment of fees

3) The documents for directors/shareholders/beneficiaries/attorneys

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

4) Preparing a package of documents for company incorporation

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

5) Filing an application for incorporation of a company with the Registrar

6) Filing an application for obtaining an Inland Revenue number (IRD)

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 $60,000 annually.

The average time required to register a new company in New Zealand is 2 weeks from the moment of filing of documents with the Registrar, including the timeframe for preparing an apostilled set of documents.

Further operation of the company

Annual Return

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).

Annual Tax Return

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.

Untimely filing of Tax Returns entails imposition of penalties depending on the company's net income.

Financial Statements and Audit

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 NZ$20 million,
  • the total revenue was more than NZ$10 million.

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 NZ$60 million,
  • the total revenue was more than NZ$30 million.

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.

Exemption from filing

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.

Small company reporting exemption

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 $30,000.
  • It had not incurred expenditure of more than $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%.

To assess the company’s tax burden, we recommend seeking tax advice (which can be arranged upon request).


Fees (in USD)
Total cost of incorporation (including compliance fee, preparation and provision of original constitutive documents of the company and apostilled copies of such documents, share issue documents, and common seal)
3 900
Annual administration (starting from the second year), not including the compliance fee
1 620
Nominee director (for 1 year)
from 3 950
Apostilled power of attorney (for 1 year)
from 950
Notarial certification of documents (per 1 document)
Apostilling of documents without notarial certification (per 1 document)
Courier delivery of documents
Compliance fee
Payable in the cases of:
- renewal of a company,
- liquidation of a company,
- transfer out of a company,
- issue of a power of attorney to a new attorney,
- change of director/shareholder/beneficial owner, except the change to a nominee director/shareholder)
250 (standard rate, includes the check of 1 individual);
+ 50 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL;
+ 100 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL;
350 (rate for high-risk companies, includes the check of 1 individual)
Preparing and submitting non-dormant accounts
100 – 400 / hour (depending on time spent)

*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.

Are you interested in the offer?
3900 USD
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