If you currently operate your business outside of New Zealand, but you want to expand into the New Zealand market, you will need to consider how to manage this expansion. There are a few possible ways to establish a branch in New Zealand. You could: 

  • form a subsidiary company incorporated in New Zealand; or 
  • establish a branch of your existing overseas company in New Zealand. 

To decide which approach best suits your business, you will need to consider legal, tax and commercial factors. This article explains the steps you will need to take to establish a branch of your overseas company in New Zealand. 

Step 1: Reserve Your Company’s Name with the Companies Register

You must start the registration procedure by reserving your company name. The name you reserve must be identical to the registered name of your foreign company. Before reserving the name, you should confirm that another New Zealand company has not already registered it. You may wish to use One Check for this purpose. 

Once confirmed, you must set up an online services account with the New Zealand Companies Register in order to proceed with the registration process. To set up an online services account you will need a RealMe login. 

As a registered user, you can use your account to reserve your company’s name with the Companies Register. The fee for this registration is $10 (plus GST).

If your existing foreign company is an Australian company, you can retrieve your company name from the Australian Securities and Investments Commission register by entering your company’s ACN. 

Step 2: Apply to Register and Establish Your New Zealand Branch 

Once the Companies Register confirms your company name reservation, you can complete your New Zealand branch registration to establish your business as a legal entity in New Zealand. You can do this online through the Companies Register. It is important to do this either: 

  • before you start trading in New Zealand; or 
  • within 10 working days of you starting your New Zealand business operations. 

Your application must contain information on your:

  • New Zealand operations; and
  • overseas company details.

This procedure is similar to that of ordinary company registration and company formation.

New Zealand Operations

You will need to provide the:

  • address from which you will operate your business in New Zealand (this must not be a post-office box);
  • details of the person who is authorised to accept legal documents on behalf of your business and their address (this must not be a post-office box);
  • best address to use to communicate with your business;
  • email address for your company and a phone number, if you wish; and
  • date your company started business in New Zealand, which must be no more than 10 working days before the date of your application.

You will also need to identify when you wish to file your company’s annual return with Companies Register. Notably, you cannot do this in December or January. 

The annual return is a confirmation of your company’s details with Companies Register. It is processed through your online services account and incurs a fee of $45.39 (plus GST).

Finally, you must provide the balance date for your company, ensuring that your New Zealand balance date is the same as for your existing overseas company. If your overseas company is “large”, you must register audited financial statements with the Companies Office within five months of your balance date. 

Your company is “large” if: 

  • at the balance date for the two preceding accounting periods, your total assets, including those of any subsidiary companies, are more than NZ$20 million; or
  • in each of the two preceding accounting periods, their total revenue, including revenue from subsidiary companies, is more than NZ$10 million.

Overseas Company Details

You will need to provide the New Zealand Companies Office with evidence of your overseas company’s incorporation. Most companies will have a certificate of incorporation (or similar) that they can supply for this purpose, along with confirmation of the country in which you incorporated your company. You will need to ensure that you provide a certified copy of this document. 

You will also need to provide a certified copy of your company’s constitution, which must either be in English, or accompanied by a certified English translation.

Finally you will need to provide the full name, address, email and phone number of each of your company’s current directors.

The fee for the application is $105 (plus GST).

Step 3: Monitor Your Application to Establish Your Branch in New Zealand

Once you submit your application, Companies Register will process your application. If accepted, you will receive a Certificate of Registration. Your company will appear on the New Zealand Companies Register as an Overseas Company. 

Step 4: What Happens After You Establish Your New Zealand Branch

Once you establish your New Zealand branch, you can carry out business activities in New Zealand. Note that registering your company with the New Zealand Companies Register does not protect your brand in New Zealand. Therefore, you will need to consider registering a local trademark or other IP protection. 

Key Takeaways

If you want to establish a branch office in New Zealand, you will need to start by reserving your company’s name with the New Zealand Companies Register. You will then need to file a registration application including information on your planned New Zealand operations and overseas company details. Finally, the Companies Register will process your application and you will be permitted to carry out business. If you require assistance registering a New Zealand branch for your overseas company, contact LegalVision’s business lawyers on 0800 005 570 or complete the form on this page.

FAQs

How do I set up my company in New Zealand?

To establish a branch of your company in New Zealand, you need to start by reserving your company’s name with the Companies Register. You must then file a registration application, with information on your New Zealand operations and overseas company details. After the Companies Register processes your application, you can start conducting commercial activities.

What does the New Zealand companies office classify as a “large” company?

Your overseas company will be “large” if your total assets were more than $20 million for the two preceding accounting periods. Alternatively, your company will also be “large” if your total revenue was more than $10 million for the two preceding accounting periods. Both of these measures factor in any value held by your parent company, meaning all of the assets or revenue of your subsidiaries will be accounted for.

How much does it cost to establish a foreign company branch in New Zealand?

It costs $10 to reserve your company name online and a further $105 to register your overseas company with the Companies Register.

Does my New Zealand branch need to be registered under the exact same company name?

Yes, the name you register with the New Zealand Companies Register must be identical to the name of your overseas company. You can check whether another business has already registered your name through One Check

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