A company is lawfully registered in New Zealand after it is entered into the Companies Register. In this article, we address some of the key functions of the Trade Register, along with the main requirements for document submission. Business registration in New Zealand is a multi-step process that can be assisted by our New Zealand law firm.
| Quick Facts | |
|---|---|
| Trade Register’s full/ official name | The Companies Register, administered and maintained by the Companies Office |
| Services offered by our team for company registration with this authority | Complete and adequate assistance for registering a new legal entity or making inquiries |
| Main role of the New Zealand’s Companies Register | Company incorporation and company search |
| Organizational chart | The Register operates under the Companies Office which is part of the Ministry of Business, Innovation and Employment. |
| Laws observed and implemented by the Register | The Companies Act 1993, the Incorporated Societies Act, the Limited Partnerships Act, the Charitable Trusts Act, and others |
| Legal entities entered into the Register | Main ones include: limited liability companies, overseas companies and limited partnerships. |
| Public services offered by the New Zealand Companies Register | Free company search, company registration and company information updates, annual return filing – some of these subject to special account creation. |
| Compliance insurance | As per the Companies Act and the other relevant laws for incorporating legal entities in New Zealand |
| Modifications | Any changes brought to a registered legal entity are to be duly notified. |
| Modification notification | Modifications or updates must be notified, usually within a 10 to 20 day period. |
| Renewals | Mandatory for business continuation |
| Company names | Services for company name searches and reservations |
| Company name changes | Company names can be changed via the services offered by the Register, subject to availability |
| Company deregistration | Closing a company is done through the Register, via an application for removal. |
| New Zealand Companies Register – fees | $10 for name reservations, $90 for company incorporation (excluding GST) |
Table of Contents
General information on company registration in New Zealand
All companies in New Zealand come into existence (and are therefore able to engage in commercial activities lawfully) only after they are registered with the local authorities.
The New Zealand Companies Register is the national database of registered local and overseas companies that operate in the country. Company registration in New Zealand takes place with this government authority, as per the Companies Act 1993.
The following types of business entities are entered into the Register:
- limited liability companies;
- co-operative companies;
- unlimited companies;
- overseas companies, for example, a branch in NZ.
Our lawyers in New Zealand can give you more information about these types of companies, as the suitable choice can depend on many factors (among which we can mention: the number of investors, the planned size of the future legal entity, and others).
Limited partnerships are also subject to business registration in New Zealand, however, these are entered into a separate registry.
The infographic below lists the main functions of the company register:
Steps required for business registration in New Zealand
All investors who want to register a company in New Zealand follow several mandatory steps. Our team presents some of the most important actions that take place for this purpose:
- reserving the company name;
- deciding on the company’s shareholders and directors;
- drawing up the constitutive documents (the Articles of Association or constitution, if using one). This is a step that our attorneys in New Zealand can help with;
- filing for company registration in New Zealand and waiting for the Certificate of Incorporation.
Investors in New Zealand have the option to set up a company in two ways:
- with a constitution;
- without a constitution.
The constitution is a document that stipulates the powers and duties of the legal entity itself, along with the rights, powers, and duties of its Board, shareholders, and directors.
Co-operative companies cannot be set up without a constitution.
Once they are registered, all companies are subject to taxation. Our accountants in New Zealand can give you more information on this topic.
Fees for company registration in New Zealand
All actions undertaken with the Companies Register are subject to fees. Some of these are listed below:
- $11.50, including GST, for company name reservation;
- $136.55 (GST included) for company incorporation;
- $402.50, including GST, for company amalgamation;
- No fee applies when changing a company name.
Please know that the amounts above do not include any legal fees.
The role of the New Zealand Companies Register
As seen above, it is mandatory to register a business in New Zealand, whether it is a corporation or a partnership.
The Companies Register in New Zealand, kept by the Companies Office, which in turn operates under the Ministry of Business, Innovation, and Employment, fulfils several important functions:
- Handles the company incorporation process;
- Provides a platform for verifying the company name availability and its reservation;
- Offers the option to change the company’s particulars (such as updating the director’s details and other information);
- Offers the platform for completing the company’s annual return;
- Allows business owners to restore a company to the Register;
- Provides the space to remove a company from the Register. This is a complex process during which our New Zealand lawyers can assist.
The experts at our law firm in New Zealand can give you more information about the processes that take place with the Companies Register and the mandatory submissions you will have to make with this agency as a business owner in the country. Contact us for more information.