New Zealand company formation for non-residents

Who a New Zealand company suits

A New Zealand company suits founders who want an onshore, common-law company with a transparent record. It works well for trading with New Zealand and Australian customers, for software and service businesses, and as a regional subsidiary.

It is an onshore choice with 28% company tax, public ownership details and a local director rule. If your aim is a holding company with no local activity, Singapore, Hong Kong or an offshore company may fit better. We compare them with you before you pay.

Shareholders can be individuals or companies of any nationality, living anywhere. There is no minimum share capital, and one shareholder and one director are enough to start.

The resident director rule

Every New Zealand company needs at least one director who lives in New Zealand, or who lives in Australia and is a director of a company registered in Australia. The rule comes from section 10 of the Companies Act 1993.

The Companies Office generally treats someone as living in New Zealand if they spend more than 183 days there in a 12-month period. An Australian resident director must give the Australian company's number when consenting.

Directors must be individuals; a company cannot be a director of a New Zealand company. Anyone disqualified under the Companies Act, for example after certain convictions, cannot act.

If you have no one who qualifies, we arrange a resident director, quoted separately. That person is shown on the public register and has the same legal duties as any director. You can be a director as well and keep full ownership.

How registration works

Registration runs through the Companies Office online system. First the name is reserved, then the application is filed with the directors, shareholders, registered office and address for service.

A reserved name must be used within 20 working days, and consents must also be signed within 20 working days. If a deadline passes, the step has to be repeated. We line up your documents before we reserve the name so nothing lapses.

Each director and shareholder signs a consent form online. Directors give their full name, residential address, and date and place of birth. The certificate of incorporation is issued once all consents are approved.

You can apply for an IRD number, GST registration and employer registration as part of the same application. That saves a separate step with Inland Revenue.

From you we need a passport and proof of address for each director and shareholder, the date and place of birth of each director, and the details of your resident director. We prepare the application and send each person a link to sign their consent.

• Day 0: name reserved.
• Day 1–2: KYC approved and resident director confirmed.
• Day 2–3: consents signed online.
• Then: certificate of incorporation and IRD number.

Tax: what a New Zealand company pays

Company income tax is 28%, as published by Inland Revenue. A company registered in New Zealand is generally tax resident there and taxed on its worldwide income, with credits for foreign tax in some cases (confirm with your specialist).

GST is 15%. Registration is compulsory once your turnover has reached NZ$60,000 in the last 12 months or is expected to in the next 12. Many trading companies register earlier so they can claim GST on costs.

Dividends paid to overseas shareholders may carry New Zealand withholding tax, reduced under some tax treaties (confirm with your specialist).

Inland Revenue expects a company income tax return every year, and may require provisional tax payments during the year once the company has a tax bill (confirm with your specialist).

Annual return, accounts and audit

Each company files an annual return with the Companies Office once a year, in the filing month allocated at incorporation. The return confirms the directors, shareholders and addresses on the register.

Most small companies do not file financial statements with the Companies Office. They still prepare accounts for their income tax return. Large companies, with total assets over NZ$66,000,000 or revenue over NZ$33,000,000 in each of the two previous periods, must prepare audited statements.

Two groups must also file those audited statements with the Companies Office. The first is large companies with 25% or more of their voting shares held overseas. The second is subsidiaries of overseas companies, where the limits drop to NZ$22,000,000 of assets or NZ$11,000,000 of revenue. Filing is due within 5 months of balance date.

Keep the register current. Changes of directors, shareholders or addresses must be notified to the Companies Office, and a company that stops filing annual returns can be removed from the register. We handle these updates as part of your renewal.

• Every year: annual return in your filing month.
• Every year: income tax return to Inland Revenue.
• If registered: GST returns, usually every one, two or six months.
• If large: audited financial statements within 5 months of balance date.

Public register, privacy and banking

Directors and shareholders appear on the public Companies Register. Directors' residential addresses are shown too, with limited exceptions. The Companies (Address Information) Amendment Act 2025 will let directors replace their residential address with an alternative New Zealand address. It comes into force by 18 November 2026 at the latest.

This openness helps with banks and payment providers, who can check the company themselves. We introduce you to suitable banks or payment institutions and prepare the application; the institution decides.

What you pay with OCC

Your year-1 package starts at a fixed quote all-in, with the name reservation and incorporation fees included. From year 2 the renewal starts at a fixed quote, which covers the annual return and your registered office.

A resident director, if you need one, is quoted separately because the fee depends on the role and the activity. Bookkeeping, income tax returns and GST returns are also quoted separately, once we know your expected volume.

You see the year-1 and year-2 figures before you pay. If we cannot incorporate your company, we refund the service fee (minus courier costs).