Company Incorporation Guide

New Zealand incorporation: how it works

Applicable country/region: NZ - New Zealand

Published: September 27, 2026Updated: September 27, 2026

Written by our advisory team
New Zealand rules and requirements
Checked against official sources

Guide overview

The decisions between a reserved name and a certificate

New Zealand incorporation means forming a limited company on the Companies Register, run by the New Zealand Companies Office, part of the Ministry of Business, Innovation and Employment (MBIE). The process starts with a RealMe login that needs no verified identity, so a founder abroad can reserve a name and apply online. The first choice is between a New Zealand company and registering the foreign parent as an overseas company. The application then records identities and needs every director's and shareholder's consent. Two conditions apply: a director who meets the residence rule and physical addresses in New Zealand. The same application can carry tax registrations, and the last question is the company's yearly duty to the register.

COMPANY TYPES

Limited company or overseas company: choosing the vehicle

The usual vehicle among the types of company is the limited company under the Companies Act 1993, whose company name must end with "Limited" or "Tāpui (Limited)". A constitution is optional; without one, the Act's own rules apply. A foreign company can instead register itself as an overseas company within 10 working days of starting to carry on business in New Zealand. A branch registered this way is the parent itself, so New Zealand creditors can sue it locally. A subsidiary is a separate company, and its shareholders, the parent included, have no liability for its obligations merely as shareholders. Individuals or companies from anywhere can hold shares, and 100% foreign ownership needs no local partner.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

New Zealand Ltd Basic Information

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

New Zealand Ltd Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

Minimum one shareholder

Requirements For Directors:

Minimum one director

Legal Representative Not Mandatory:

Positive

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

New Zealand Ltd Registered Capital Requirement

Minimum Registered Capital Requirement:

NZD 1

Capital Injection Not Required:

Negative

Capital Injection Requirement:

NZD 1

REQUIRED DOCUMENTS

What the application records, and who must consent

Directors and shareholders go into the online application by name and residential address, with the shareholdings and any ultimate holding company. Names, addresses and holdings become public, while dates and places of birth stay confidential. Each director and shareholder then signs consent forms, which must be returned and accepted within 20 working days of submitting the application. If one is missing at the deadline, everything is deleted and the applicant starts over, paying the fees again, so the signers set the pace. The documents reach the people behind a corporate shareholder because, under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act), a formation agent runs customer due diligence on the beneficial owners.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:

Shareholder and director passport cover scan;

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Shareholders and directors' address proof: scanned copies of water, electricity, and gas bills, or bank statements. the documents should clearly indicate the name, address, and date of the shareholder/director, not exceeding one month.

Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Proof Of Registration / Business License:

business license of the holding company

Process: Not ApplicableFormat: Scan Copy

New Zealand incorporation requirements: a director and two addresses

At least one director must live in New Zealand, or live in Australia and direct an Australian-incorporated company, whose Australian Company Number (ACN) goes into the application. In most cases the Registrar of Companies treats a person present for more than 183 days in a 12-month period as living in New Zealand. Only one director is required to qualify, and the rule is ongoing. The Companies Act has no nominee director category: the resident director owes every duty and can be personally liable if an insolvent company keeps trading. The registered office and address for service must be physical New Zealand addresses, never a PO Box. Whether either condition costs anything depends on what the founder already has.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:

CNY 17,750

Requirements

Registered Address: An New Zealand address is needed

To register a company in New Zealand, an New Zealand address is required. If you do not have an New Zealand address, you can choose the registered address service provided by TKEG Expat ™ (Belgium). This service already includes one year of New Zealand Registered Address.

Included: Yes ×1.00

Nominee Director: An New Zealand resident director is required

To register a company in New Zealand, an New Zealand resident director is required. If you do not have an New Zealand resident director, you can choose the nominee director service provided by TKEG Expat ™ (Belgium).

Included: No · Solution availableEstimated Cost: CNY 24,750

Estimated Cost

Estimated Cost:

CNY 17,750 – 42,500

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TAX

Tax residence, the IRD number and the GST test

Incorporation in New Zealand makes the company a New Zealand tax resident wherever its owners or directors live, so its foreign-sourced income is taxed too. Tax registration for an IRD number, goods and services tax (GST) and employer status can go in with the application. The tax authority, Inland Revenue, issues the numbers rather than the Companies Office. It applies offshore rules to a company 25% or more owned or controlled by offshore persons. GST registration is compulsory once taxable supplies over 12 months exceed NZD 60,000, or are expected to, and voluntary below it. Dividends can carry imputation credits, and a double tax agreement can lower the non-resident withholding tax (NRWT) on those paid to foreign shareholders.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

CIT Return Due Date:

July 7th (Settlement day from October 1st to March 31st). For balance days between April 1st and September 30th, the due date is the 7th day of the fourth month after the balance day. The application date for taxpayers associated with tax agents is extended to March 31st of the following year, regardless of the balance date.

CIT Payment Due Date:

February 7th (balance settlement date from March 31st to September 30th). For other balance sheet dates, the year-end tax is usually due on the 7th day of the 11th month after the balance sheet date. The final tax filing deadline for taxpayers in contact with tax agents is extended by two months.

CIT Estimated Payment Due Date:

According to the standard method, provisional duty is generally paid in three installments: (i) on the 28th day of the seventh month before the balance day. (ii) on the 28th day of the third month before the settlement day. (iii) on the 28th day of the month after the settlement day.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

33/28/0

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

30/15/15

Value-Added Tax (VAT)

General VAT Rate:

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

New Zealand does not have a comprehensive capital gains tax. However, with certain exceptions, capital gains earned by companies are typically taxed as dividends when distributed to shareholders.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:

26.97%

Composite Effective Marginal Tax Rate:

29.39%

Conclusion

After the certificate: yearly filings and a bank account

The Registrar issues the certificate of incorporation once the last consent form is accepted, and the company gets a company number and an automatically allocated New Zealand Business Number (NZBN). A corporate bank account is a separate approval, with the bank's own due diligence. An ordinary small company files no financial statements with the Companies Office; only large companies with overseas ownership, and large overseas companies, do. For compliance, an annual return is due yearly in the month the Registrar allocates, from the calendar year after registration. It confirms the register details, is not a tax return, and missing it can get the company removed from the register, so the first job is to diary that month.

New Zealand

Jurisdiction Overview

About New Zealand

New Zealand ranks among the world’s easiest places to start a business, offering a transparent regulatory environment, strong IP protection, and strategic access to Asia-Pacific and Pacific Island markets.

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