New Zealand

Legal form: Corporate legislation source in New Zealand is Companies Act 1993. New Zealand laws allow for the following categories of business ownership: Private Limited Companies, Partnerships, Sole Proprietorships, Public Companies, Societies and Trusts. The most popular form used by international investors in New Zealand is private limited company.

Name of the company: The company names may end with one of the following names or their abbreviations: 'company' , 'Company Limited', 'Limited', 'Tapui (Limited)', 'Unlimited'. Company names which are offensive or include words or phrases protected by the Flags, Emblems and Name Protection Act 1981 or by any other enactment will not be approved. These, for example, include names having royal, national, international, commercial or other significance.

Memorandum and Articles of Association: A Company need not adopt its own constitution, than the rules of the Companies Act 1993 in effect become the company's constitution. The company may adopt a written constitution, which (as long as it meets minimum prescribed Companies Act 1993 statutory requirements) outlines the rules by which a company must operate. The provisions of the Companies Act 1993 apply except to the extent that they may be legally varied by a constitution.

Shareholders: A minimum of one shareholder is required which may be an individual or a corporate body. Trusts are not recognized for being a shareholder as shareholders have certain liabilities under New Zealand Company law. The details of company shareholders are available on public file.

The share capital: There is no specific minimum capital requirement. The usual minimum authorized capital is NZ$ 100. The minimum issued capital may be one share of par value. Issued shares must be fully paid. Registered shares, preference shares, redeemable shares and shares with or without voting rights are permitted.

Directors of the New Zealand company: New Zealand limited company must have at least one Director, who has to be a natural person (i.e. not a body corporate) but don't need to be a New Zealand Resident. There is no restriction on the total numbers of directors, and directors need not to be shareholders.

Registered office and local agent/secretary: Every company must have a registered office in New Zealand.

The registered office address must be notified to the Registrar on the application form for incorporation and needs to be a physical New Zealand address. It is normally the business address of the company or the address of the Company's accountant. It is not longer necessary to display the Company's name at the Registered Office. Every company must have an address for service in New Zealand, where legal documents can be delivered to the company. This may be the same address as the company's registered office or it may be elsewhere, but it needs to be a physical New Zealand address, not at a postal box or document exchange. The address must be notified to the Registrar on the application form for incorporation. It is not requested by law to appoint a secretary but it is advisable do so. The appointment of a secretary is not notified to the Companies Office.

Taxation: The rate for income tax for companies in New Zealand is 33%; the top marginal rate for natural persons is 39%.

Audit and financial returns: An auditor must be appointed, if a company is controlled by foreign interests, that is, where body corporate incorporated outside New Zealand or their subsidiaries, or persons not ordinarily resident on New Zealand control more than 25% of the votes. Other companies can unanimously resolve not to appoint an auditor. All New Zealand companies are required to file annual returns with the authorities and to keep financial records, which should reflect the financial position of a company.
Meetings: All meetings may be held outside New Zealand, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.