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Starting a company can be an exciting and rewarding venture. Incorporating your company is the first official step, and you should undertake this step once you have ironed out key logistics, such as the name of your company, your company’s directors and shareholders, and the company type. This article will outline the five-step process for incorporating your company in New Zealand. 

1. Set-Up the Required Accounts

In New Zealand, incorporation is the process of registering your company with the Companies Office. This process is undertaken by filing an online application with the Companies Office. To complete this application, you will need:

  • a RealMe® login; and
  • an online services account with the Companies Register.

2. Reserve a Name for Your Company

Once you have determined your company’s name, you must check whether this name is available and suitable. 

Criteria for a Company Name

A company name cannot be identical or almost identical to another New Zealand company name. Phrases, such as ‘limited’ or ‘unlimited’, are not enough to distinguish between two names. However, the addition of a year, number or place may be enough to distinguish company names. 

Additionally, your company name cannot contain:

  • offensive words or phrases; 
  • words restricted or protected by law;
  • symbols or numbers unless it is appropriate within that context. For example, ‘$2’ in ‘$2 shop’; or
  • macrons, unless the macron is used within a Māori name. 

Reserving a Company Name 

Once you have determined that your chosen name meets the above criteria, you can now reserve it. This reservation process is available through your online services account and costs $10 (plus GST). After you have completed your reservation application, the Companies Office will process your application within two hours (provided the request is submitted during normal business hours). If your name is approved, you have a 20-day working day window to complete the incorporation process for your company.

3. Gather the Requisite Information

To ensure that you can complete your online application properly and efficiently, it is best practice to have all of the following information on hand. 

Company Contact Details

These details include:

  • the physical address for your company’s registered office. This address should be the location where you keep your company’s books and records;
  • the physical address for service (including where legal documents are delivered to); and
  • an email address used for correspondence. 

Tax Registration Details

You can choose to apply for an IRD number or GST number when incorporating your company. You may also choose to do this later or have your accountant undertake the application process. If your company intends on hiring employees, you will have to register as an employer when registering for tax. 

Directors’ Registration

To incorporate your company, you must register all of the company’s directors. To complete this registration, you will need to provide each director’s:

  • legal name;
  • gender;
  • date and place of birth;
  • residential address; and 
  • IRD number (only if the company intends to apply for GST registration on incorporation, and only if the director has an IRD number).

Once you have completed the application for incorporation, each director must provide and sign a director consent form before the company can be incorporated. This form is automatically generated once you have submitted your application for incorporation.

Shareholders’ Registration

You will also need to register all of the shareholders in the company. The information required for this registration process will vary depending on the entity type of the shareholder. For example, an individual shareholder will need to provide their:

  • legal name;
  • residential address; and 
  • IRD number (only if the company intends to apply for GST registration on incorporation and only if the shareholder has an IRD number). 

Similar to company directors, all shareholders must provide and sign a consent form before the company can be incorporated. Again, this form is automatically generated once the application for incorporation is completed. 

Company Constitution 

A company constitution is a public document that articulates the rights, powers and duties of the company and its board, directors and shareholders. A company does not need to adopt a constitution (unless listed on NZX or is a co-operative company). In the absence of a constitution, the default rules set out in the Companies Act 1993 apply. 

Ultimate Holding Company Details

If an ultimate holding company (UHC) controls your company, you will have to detail this in your application. You must also provide the:

  • type of entity that the UHC is; 
  • name of the UHC;
  • country of registration of the UHC;
  • UHC’s registration number; and
  • UHC’s registered address (if any).

4. Complete the Online Application

Once you have gathered this information, you can now complete your online incorporation application. This application will also require you to pay an application fee, which is currently $114.39 plus GST. 

5. File Consent Forms

Once this application is complete, you will receive an email from the Companies Office in the space of a few minutes. This email will contain the consent forms that your directors and shareholders will have to complete. Alternatively, you can access these forms on your online services account. These forms must be signed and returned to the Companies Office within the 20 working day window. 

If the Companies Office approves these forms, your company will be incorporated. You will:

  • be sent a Certificate of Incorporation;
  • have your company details uploaded to the Companies Register; and
  • receive a New Zealand company number (NZCN) and business number (NZBN).  

Key Takeaways

The first step to setting up your company is incorporation. To incorporate your company in New Zealand, you will need to:

  • set up a RealMe® and an online services account;
  • reserve a company name; 
  • complete an online incorporation application; and
  • file signed consent forms from your company’s directors and shareholders with the Companies Office.

If you need assistance with incorporating your company, contact LegalVision’s corporate lawyers on 0800 005 570 or complete the form on this page.

Frequently Asked Questions

What does it mean to incorporate a company?

Incorporation in New Zealand is the process of registering your company on the Companies Register.

How much does it cost to register a company?

The incorporation process costs $124.39 (plus GST). This amount is split across name registration and the online incorporation application.

How do you incorporate a company?

Firstly, incorporating a company requires a RealMe® and an online services account. Next, you will need to reserve a company name and complete an online incorporation application. You also need to file signed consent forms from your company’s directors and shareholders with the Companies Office.

How much does it cost to register a company name?

It costs $10 (plus GST) to register a company name in New Zealand. 

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