You can incorporate in New Zealand entirely online through the New Zealand Companies Office, and registration can complete in as little as one working day. Government fees to incorporate total roughly NZ$118.74 plus Goods and Services Tax (GST), per the Companies Office schedule of fees. New Zealand company incorporation is fast and inexpensive.
One catch decides everything for foreign founders: every company needs a resident director. A limited liability company is the right structure for most founders, and foreigners can own 100% of one. This guide covers the requirements, current costs, timeline, and the resident director rule step by step.
Why Incorporate in New Zealand?
New Zealand incorporation gives you a flat 28% corporate tax rate, no comprehensive capital gains tax, and an imputation credit system that stops dividends being taxed twice for resident shareholders. The country has a wide double tax agreement (DTA) network and a transparent registrar. Foreign founders can own the whole company. These features make it a credible base for holding intellectual property and for trading.
New Zealand’s standard corporate income tax rate is a flat 28%, per Inland Revenue’s tax rates for businesses. The country has no comprehensive capital gains tax. Some gains are still taxed: Inland Revenue’s bright-line test taxes residential property gains where the property is sold within 2 years, for property sold on or after 1 July 2024, and gains from assets bought with intent to resell are taxable as income.
What Are the Types of Business Entities in New Zealand?
The limited liability company (Ltd) is the most common entity and the right choice for most founders, including foreign owners. New Zealand also recognises sole traders, limited partnerships, trusts, and co-operatives. The limited liability company gives separate legal personality, limited liability, and the credibility banks and investors expect.
| Entity type | Liability | Best for | Governing law |
|---|---|---|---|
| Limited liability company (Ltd) | Limited to unpaid share capital | Most founders and foreign owners | Companies Act 1993 |
| Sole trader | Unlimited personal liability | Solo local operators | General law |
| Limited partnership | General partner unlimited; limited partner limited if not managing | Investment funds and venture capital | Limited Partnerships Act 2008 |
| Trust | Depends on trust deed | Asset holding and estate planning | Trusts Act 2019 |
| Co-operative | Limited | Member-owned ventures | Co-operative Companies Act 1996 |
The Companies Act 1993 (Public Act 1993 No 105) received royal assent on 28 September 1993 and remains the core incorporation statute (source: New Zealand legislation). The Limited Partnerships Act 2008 received royal assent on 13 March 2008 and commenced on 2 May 2008 (source: New Zealand legislation). A limited partnership needs at least one general partner and one limited partner, and the same person cannot hold both roles (source: Limited Partnerships Act 2008).
What Are the Requirements to Incorporate in New Zealand?
Every New Zealand company needs a name, at least one share, at least one shareholder, and at least one director, under section 10 of the Companies Act 1993. Directors must be natural persons aged 18 or over and not disqualified. Shareholders can be individuals or corporates, with no residency requirement, so 100% foreign ownership is allowed. You also need a physical New Zealand registered office and address for service.
- At least one director who is a natural person, aged 18 or over, and not disqualified (source: Companies Office, who can be a director).
- At least one shareholder, individual or corporate, with no residency requirement.
- At least one issued share.
- A physical New Zealand registered office and address for service.
- A compliant, unique company name.
- Signed director and shareholder consent forms.
Directors are disqualified if they are an undischarged bankrupt, banned by the Registrar or the Financial Markets Authority (FMA) from managing a company, or convicted of a dishonesty offence within the last 5 years (source: Companies Office). The registration application must disclose each director’s full name, date of birth, place of birth, and residential address (source: Companies Act 1993, s 12).
What Is the New Zealand Resident Director Requirement?
Every New Zealand company must have at least one director who lives in New Zealand, or who lives in Australia and is also a director of a company incorporated in Australia. Australia is the only prescribed “enforcement country” under the Companies Act 1993. This resident director rule, set by section 10, is the make-or-break gate for foreign founders with no local presence.
The Companies Act 1993, section 10 sets this rule, effective 1 May 2015. The Companies Office treats a director as living in New Zealand once they have been physically present for more than 183 days within a 12-month period (source: Companies Office). Foreign founders satisfy the rule three ways: a resident co-founder, a nominee resident director service, or a managed incorporation provider. Each director signs a consent form and discloses date and place of birth to the registrar. When directors change later, you file director changes with the Companies Office.
What Are New Zealand’s Company Naming Rules?
Your company name must be unique and not identical or almost identical to an existing registered name, and a limited liability company’s name must end in “Limited,” “Ltd,” or “Tāpui (Limited).” The Registrar rejects names that fail the similarity check. Check availability before you file, then reserve the name to hold it.
Reserving a company name costs NZ$10 plus GST (NZ$11.50 including GST) and holds the name for 20 working days while you complete incorporation (source: Companies Office, reserving a name). New Zealand’s ONECheck tool screens a company name, trademark, web domain, and social handles at once. You can also run a quick company name availability check before you commit to a brand.
How Do You Incorporate in New Zealand? Step-by-Step Process
You incorporate in New Zealand in six online steps: choose the entity, set up your logins, reserve the name, prepare consents and confirm your resident director, file the application, and receive your certificate. The whole process runs through the Companies Office register, with no paper default path.
Step 1: Choose your entity type
Pick your structure. Most founders choose a limited liability company for limited liability and credibility.
Step 2: Set up RealMe and a Companies Office account
Create a RealMe login (the New Zealand government’s verified identity service) and a Companies Office online services account to transact on the register.
Step 3: Check and reserve your company name
Confirm the name meets the naming rules above, then reserve it to hold it for 20 working days.
Step 4: Prepare consents and confirm your resident director
Collect signed director and shareholder consent forms and lock in the director who satisfies the resident director rule before you file.
Step 5: File the incorporation application online
Submit the application with company, office, director, and shareholder details. Opt in to register for an Inland Revenue Department (IRD) number at the same time.
Step 6: Receive your certificate and NZBN
Once approved, the Companies Office issues an electronic certificate of incorporation and an automatic New Zealand Business Number (NZBN).
What Incorporation Documents Do You Need in New Zealand?
You need the registration application, signed director consent forms, and signed shareholder consent forms. A constitution is optional. The application captures company details, the registered office, the address for service, and the full director and shareholder details required under the Companies Act 1993.
- Registration application (company details, registered office, address for service, director and shareholder details).
- Signed director consent forms.
- Signed shareholder consent forms.
- An optional company constitution.
Does a New Zealand Company Need a Constitution?
No. A constitution is optional in New Zealand. If a company adopts none, the default rules of the Companies Act 1993 govern how it runs. This corrects a common misconception that a constitution is a required, templated document. You adopt one only when you need to change the defaults.
A constitution makes sense when you want custom share rights, director indemnities, or provisions an investor requires. Without one, the Companies Act 1993 default provisions apply automatically (source: New Zealand legislation).
What Is a New Zealand Certificate of Incorporation?
A certificate of incorporation is the electronic document the Companies Office issues once it approves your registration. It is legal proof that your company exists. Banks require it to open a corporate account, and you use it in general commercial dealings.
The certificate holds no shareholder records. Ownership changes are recorded in the company’s statutory registers and share certificates, not on the certificate of incorporation.
How Much Does It Cost to Incorporate in New Zealand?
Government fees to incorporate total roughly NZ$130: about NZ$118.74 plus GST for the incorporation application and NZ$10 plus GST to reserve the name. Professional and managed-service fees are separate and vary. Confirm current figures on the Companies Office schedule before you file, because fees are under review.
| Fee | Amount (excl. GST) | Amount (incl. GST) | Source |
|---|---|---|---|
| Incorporation application | NZ$118.74 | NZ$136.55 | Companies Office schedule of fees |
| Name reservation | NZ$10.00 | NZ$11.50 | Companies Office schedule of fees |
| Annual return (online) | NZ$49.74 | NZ$57.20 | Companies Office schedule of fees |
| Annual return (via API) | NZ$46.74 | — | Companies Office schedule of fees |
| Limited partnership registration | — | NZ$245.13 | Companies Office LP register |
The NZ$118.74 incorporation fee breaks down into a NZ$90 Companies Office fee, a NZ$21.74 FMA levy, a NZ$6 External Reporting Board (XRB) levy, and a NZ$1 intellectual property levy (source: Companies Office). The Ministry of Business, Innovation and Employment (MBIE) reviewed these fees in 2025, with new levels proposed from 1 December 2025, so verify the current figure before filing. Beyond that one-time cost, an incorporated company owes an annual return fee of NZ$49.74 plus GST, registered office and resident director fees, and ongoing IRD tax and GST filings. Providers often discount or waive setup fees when a customer also takes an ongoing compliance package.
How Long Does It Take to Incorporate in New Zealand?
Registration completes in as little as one working day when your consents and resident director are ready, commonly within 1 to 3 working days. The real delays are the resident director arrangement, RealMe setup, and bank account opening, which can stretch a foreign founder’s end-to-end timeline to several weeks. Incorporation, an IRD number, and a bank account are separate, sequential steps: you can only apply for the IRD number once the company exists, and banks then run their own checks, so budget the bank account as the bottleneck against any investor or crowdfunding deadline.
| Step | Typical duration |
|---|---|
| Name reservation | Same day (holds 20 working days) |
| Online incorporation filing | As little as 1 working day (commonly 1 to 3) |
| RealMe and Companies Office account setup | Same day to a few days |
| Resident director arrangement | Days to weeks |
| Bank account opening | Weeks, especially for non-residents |
What Taxes Does a New Zealand Company Pay?
A New Zealand company pays a flat 28% corporate income tax and charges 15% GST once registered. GST registration is mandatory once turnover exceeds or is expected to exceed NZ$60,000 in a 12-month period. Resident shareholders benefit from imputation credits, and there is no comprehensive capital gains tax. Get an IRD number during or after incorporation.
| Tax | Rate or threshold | Source |
|---|---|---|
| Corporate income tax | 28% flat | IRD tax rates for businesses |
| GST | 15% | IRD registering for GST |
| GST registration threshold | NZ$60,000 turnover in 12 months | IRD registering for GST |
| GST registration deadline | Within 21 days of becoming liable | Goods and Services Tax Act 1985 |
| Capital gains tax | None comprehensive; 2-year bright-line on property sold on or after 1 July 2024 | IRD bright-line test |
The 28% rate has applied since the 2011-12 income year (source: IRD Tax Technical). The GST rate rose to 15% on 1 October 2010 (source: IRD Tax Technical). Foreign-owned businesses selling into New Zealand can review GST registration for foreign companies.
How Do You Open a Business Bank Account in New Zealand?
Banks require your certificate of incorporation, director and shareholder identification, and proof of business address. Anti-Money Laundering and Countering Financing of Terrorism (AML/CFT) checks make this the slowest step, often taking weeks for founders with no New Zealand presence. Some banks are reluctant to onboard non-resident-controlled companies.
Non-resident directors often must verify identity in person or supply extensive documentation, and banks ask source-of-funds questions under the AML/CFT Act 2009. Some founders use fintech or multi-currency accounts while the local account clears. See our guide to opening a business bank account as a foreigner for the practical path.
Can a Non-Resident Register a Company in New Zealand?
Yes. Foreigners can own 100% of a New Zealand company and register entirely online from overseas, with no visa or residency required. Two conditions bind you: you must satisfy the resident director rule, and you must provide a physical New Zealand registered office address. Everything else can be handled remotely, though opening a bank account is a separate step that requires identity verification.
The practical path uses a nominee director or managed provider to meet the resident director rule, a registered office service for the New Zealand address, and remote online filing. Founders acquiring sensitive land or large assets should also check whether Overseas Investment Office consent applies. For a wider view of establishing operations, see our New Zealand business setup guide.
Can You Flip a New Zealand Entity Into a Subsidiary Without Double Tax?
Yes, but the route matters: flip directly to a single foreign parent, such as a US or Australian holding company, rather than stepping through an intermediate country, since each stepwise flip can trigger a separate capital-gains event. New Zealand has no comprehensive capital gains tax, which is why founders often build their original IP-holding entity there before restructuring into a larger group. Because a certificate of incorporation holds no shareholder records, the flip itself does not require amending constitutional documents, only updating the share register and share certificates, and unpaid share capital can simply transfer to the new parent to settle.
What Are the Ongoing Compliance Requirements for a New Zealand Company?
You must file an annual return with the Companies Office each year, keep the share register and director and shareholder details current, notify the registrar of director and address changes, keep proper records, and meet IRD tax and GST filing obligations. New Zealand has no statutory company secretary requirement.
The annual return costs NZ$49.74 plus GST (NZ$57.20 including GST) online, or NZ$46.74 plus GST via the Companies Office API (source: Companies Office schedule of fees). The annual return confirms company details and is not a tax return. Failure to file can lead to removal from the register. A compliance calendar tracks these filing deadlines, and corporate secretarial services handle the filings for you.
How Commenda Helps You Incorporate in New Zealand
Commenda’s managed incorporation service handles your New Zealand company registration end to end, including resident director arrangements, document preparation, online filing, and IRD and GST registration. It removes the two hardest friction points for foreign founders: the resident director rule and non-resident onboarding.
After incorporation, Commenda keeps you certain your filings are handled. Our resident director services satisfy the section 10 rule, and our compliance calendar tracks your annual return and tax deadlines so nothing slips. Book a demo to map your New Zealand incorporation timeline and resident director options.
