Incorporation + Compliance

Company Incorporation in New Zealand

Effortlessly incorporate and manage your company in New Zealand with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.

Company Incorporation in New Zealand
Cayman Islands Company Formation
Why New Zealand?

New Zealand as Your Business Destination

Unlock Growth Opportunities in an Emerging Market

Low Cost

Low Cost

Requires fewer costs to set up and manage a company.

Efficient

Efficient

Simplified compliance requirements and regulatory processes.

Demography

Demography

A large qualified population provides a dynamic workforce.

No Residency

No Residency

Allows for foreign shareholding up to 100% in the company.

All-in-one Package

Company Incorporation Package

Everything You Need for Seamless Company Formation

COMPANY REGISTRATION

Online Company Incorporation

Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.

We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.

Online Company Incorporation
Local Office & Nominees
LOCAL ESSENTIALS

Local Office & Nominees

Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.

You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.

ACCESS BANKING

Bank Account Opening

You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.

You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.

Bank Account Opening
Work and Investor Visas
VISA SPONSORSHIP

Work and Investor Visas

Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.

Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.

Entity Structure

Multiple Company Types

Limited Liability Company (LLC)

A separate legal entity where shareholders have limited liability for the company's debts.

Limited Liability Partnership (LLP)

A partnership with limited liability protection, allowing partners to limit personal liability while enjoying partnership tax treatment.

Branch Office

An extension of a foreign parent company that operates in New Zealand under the same business activities as the parent, with the parent company bearing full liability.

Representative Office

A non-commercial entity used for market research and promotional activities, without the ability to engage in business.

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Flexible and secure payment options worldwide
Docs & Info

Documents Required

Mandatory documents and information required for your company formation

Individuals

If you are an individual:

Proof of Identity:

Included

A certified true copy (scanned version) of the passport (valid for at least 6 months)

Included

A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.

Proof of Address:

Included

One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.

It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).

It must be the most recent version and dated within the last 3 months.

Organization

If you are an organisation:

Company Documents:

Please provide us with certified true copy (scanned version) of the following company documents:

Included

Certificate of Incorporation

Included

Memorandum and Articles of Association / Constitution

Included

Register of Director

Included

Register of Shareholder / UBO

Included

Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).

Company Members:

All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.

PROCESS

Incorporate in 5 Easy Steps

From Paperwork to Approval: Making Company Formation Fast and Straightforward

Step 1

Tell us your requirements

Click here and fill out the short form to let us know your requirements.

Afterwards, our team will get in touch with you to guide you through the process.

Step 2

Documents and due-diligence

Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.

During the process of due diligence, our team might request additional information, documents, or clarification as needed.

If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.

Step 3

Application and follow-up

Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.

We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.

We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.

Step 4

Other registrations, if required

If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.

Step 5

Ongoing compliance

As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.

We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.

End

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What are the business entity types available in New Zealand?

Limited Liability Company (LLC)

An LLC is a separate legal entity, meaning it can own assets, enter contracts, and be sued independently of its shareholders, who have limited liability for the company's debts. LLCs are required to file annual tax returns and financial statements, with a corporate tax rate of 28% and a VAT (GST) rate of 15%. The LLC structure offers significant protection for shareholders with limited personal financial risk.

Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) combines the benefits of a partnership with the limited liability protection typically associated with a company. In an LLP, partners are not personally liable for the partnership’s debts, beyond their capital contributions. An added advantage for international investors is that income generated outside New Zealand is not subject to New Zealand taxes.

Branch Office

A Branch Office in New Zealand is an extension of a foreign parent company, allowing it to conduct business activities similar to those of the parent company. Unlike a subsidiary, the Branch Office is not a separate legal entity, meaning the parent company is fully liable for any debts incurred by the branch. This structure requires the appointment of a local registered agent or secretary. A Branch Office is suitable for businesses that want to establish a direct presence in New Zealand while retaining full control and responsibility.

Representative Office

A Representative Office in New Zealand serves as a liaison or marketing arm for a foreign parent company and is not permitted to engage in commercial activities such as signing contracts or generating revenue. Its primary functions are market research and promotional activities to gauge the market before making a full entry. This entity type is ideal for companies that want to explore business opportunities in New Zealand without committing to full-scale operations.

Sole Trader

A Sole Trader is the simplest business structure in New Zealand, where the individual owner is personally responsible for all aspects of the business, including debts and liabilities. Sole traders must have a personal New Zealand IRD number and may need to register for GST if their annual turnover exceeds NZD 60,000. This structure is often chosen by entrepreneurs starting small businesses or self-employed individuals who do not plan to hire employees.

Can foreigners incorporate a company in New Zealand?

Yes, foreigners can incorporate a company in New Zealand, and the most common and favorable structure for this purpose is the Limited Liability Company (LLC). New Zealand has a business-friendly environment that encourages foreign investment, allowing 100% foreign ownership of an LLC. There are no restrictions on foreign shareholding, meaning that foreign individuals or entities can own and control all the shares in a New Zealand company.

New Zealand's government has implemented several reforms and policies to further attract foreign investment. The Overseas Investment Act (OIA) governs foreign investments in sensitive land, business assets over certain thresholds, and certain fishing quotas, but for most business activities, including setting up an LLC, the process is relatively uncomplicated. The country’s corporate tax rate of 28% and the 15% GST (VAT) are competitive by international standards. Additionally, New Zealand ranks highly in global indices for ease of doing business, offering a stable and predictable environment for foreign investors.

What is the structure of an LLC in New Zealand?

Directors

A New Zealand company requires a minimum of one director. At least one director must be either a New Zealand resident or an Australian resident who is also a director of a company incorporated in Australia. Corporate directors (i.e., companies acting as directors) are not allowed; all directors must be natural persons. There are no restrictions on the nationality of the directors, aside from the residency requirement mentioned. Nominee directors are permitted.

Shareholders

A company in New Zealand must have at least one shareholder, who can be either an individual or a corporate entity. There are no restrictions on the nationality or residency of shareholders, making it possible for foreigners to hold 100% of the shares in a New Zealand company. Shareholders can also be nominee shareholders, where the shares are held on behalf of another person. There is no maximum limit on the number of shareholders, and shareholding can be split as preferred by the founders.

Public Officer

New Zealand companies are required to appoint a Public Officer, who is responsible for ensuring the company’s tax obligations are met. The Public Officer must be a resident of New Zealand and acts as the company’s representative for tax purposes.

Share Capital

New Zealand does not have a minimum share capital requirement, allowing companies to be formed with any amount of capital. This flexibility is particularly beneficial for startups and small businesses, as founders can choose a nominal amount to begin with and increase it as the company grows. Share capital can be issued in multiple classes with different rights attached, such as voting rights or dividend preferences, depending on the needs of the company and its shareholders.

Office Space

Every New Zealand company must have a registered office address in New Zealand. This address is where all legal documents and communications will be sent. The registered office must be a physical location, not a P.O. Box, although it does not need to be the company's place of business. Many companies use the address of their legal or accounting firm as their registered office to fulfill this requirement.

Documents required for a company formation in New Zealand

To incorporate a company in New Zealand, you need to prepare and submit various documents. These documents are essential to complying with New Zealand regulations and ensuring your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.

Proposed Company Details:

  1. Proposed company names.
  2. Business Activities: Detailed description of the company’s purposes and objectives.
  3. Share Details: Number of shares, share classes (if any), rights attached, and nominal value.
  4. Power of Attorney: Signed by each shareholder for submission.
  5. Proof of a registered address in New Zealand.

Personal Documents for Directors, Shareholders, and Promoters:

  1. Copy of colored passport with at least 18 months of validity.
  2. National identity card.
  3. Proof of a foreign residential address.
  4. Resume and contact information.

Corporate Documents for Corporate Shareholders:

  1. Certificate of Incorporation.
  2. Memorandum & Articles of Association/Constitution and Amendments.
  3. Certificate of Incumbency.
  4. Proof of the registered address.
  5. Board of Directors structure and corporate chart.
  6. Corporate representative details and board resolution.

Additional Requirements:

  1. Written confirmation that directors, shareholders, and other key individuals are not Politically Exposed Persons (PEPs).
  2. Principal place of business address.
  3. Source and origin of funds used in the business.
  4. Expected location of the company’s customers and suppliers.
  5. Information on the beneficial owner, if different from the named shareholder.

How do I incorporate a company in New Zealand?

Step 1 - Reserve the Company Name

The first step is selecting a unique company name that complies with New Zealand’s naming regulations. Once you have chosen an available name, you must reserve it through the New Zealand Companies Office. This reservation is valid for 20 working days, during which you must complete the incorporation process.

Step 2 - Register the Company

After reserving the name, you can proceed to register the company online via the New Zealand Companies Office website. You will need to provide details such as the company’s registered office address, director(s), shareholder(s), and the company's share structure. At least one director must be a New Zealand or Australian resident. You will also need to appoint a Public Officer for tax purposes.

Step 3 - Draft the Company Constitution (Optional)

While not mandatory, drafting a company constitution is advisable as it outlines the rules governing the management and operations of the company. If no constitution is adopted, the company will be governed by default provisions under the Companies Act 1993. The constitution can be tailored to fit the specific needs of the company and its shareholders.

Step 4 - Apply for a New Zealand Business Number (NZBN)

Upon successful registration, your company will automatically be issued a New Zealand Business Number (NZBN). The NZBN is a unique identifier that all businesses in New Zealand use to interact with government agencies and other businesses. It simplifies compliance and administration processes by providing a single point of reference for your company’s details.

Step 5 - Register for Taxes

Depending on your business activities, you may need to register for various taxes, including Goods and Services Tax (GST) if your annual turnover is expected to exceed NZD 60,000. You will also need to register with the Inland Revenue Department (IRD) for corporate income tax and possibly other taxes, depending on the nature of your business.

Compliance requirements post-incorporation

After incorporating a company in New Zealand, there are several ongoing compliance requirements that must be met to ensure the company remains in good standing with the authorities. These requirements include:

Filing Annual Returns

Every New Zealand company is required to file an annual return with the Companies Office. This return provides updated information about the company, including details of directors, shareholders, and the registered office address. The filing is typically due on the anniversary of the company's incorporation and must be completed online. Failure to file an annual return can result in the company being removed from the Companies Register.

Financial Statements and Tax Returns

New Zealand companies must prepare and maintain accurate financial statements that reflect the company’s financial position. These statements are essential for filing the company’s annual tax return with the Inland Revenue Department (IRD). Companies must file a corporate income tax return (IR4) every year, and depending on the company’s size and turnover, financial statements may also need to be audited. Additionally, if the company is registered for Goods and Services Tax (GST), periodic GST returns must be filed, typically on a monthly, two-monthly, or six-monthly basis, depending on the company’s reporting period.

Maintaining Statutory Records

Companies in New Zealand are required to maintain certain statutory records at their registered office. These records include minutes of directors’ and shareholders’ meetings, the company’s constitution (if applicable), and records of share transactions. These documents must be kept up to date and made available for inspection if requested by authorities or shareholders.

Employment Law Compliance

If your company employs staff, you must comply with New Zealand’s employment laws. This includes providing employees with written employment agreements, paying the minimum wage, deducting PAYE (Pay As You Earn) tax from salaries, and contributing to the KiwiSaver retirement savings scheme. Companies must also adhere to health and safety regulations, ensuring a safe working environment for all employees.

Updating the Companies Register

Any changes to the company’s structure or details, such as changes in directors, shareholders, or the registered office address, must be promptly updated in the Companies Register. These updates must be filed with the Companies Office within 20 working days of the change. Keeping the register up to date is essential for maintaining the company’s legal standing and ensuring transparency.

Visas for foreign investors and employees in New Zealand

Investor 1 Visa

This visa is designed for individuals who can invest at least NZD 10 million in New Zealand over a three-year period. There are no age restrictions or language requirements for this visa, making it a flexible option for high-net-worth individuals. The visa grants the holder the right to live, work, and study in New Zealand and offers a pathway to permanent residency after maintaining the investment for three years.

Investor 2 Visa

Aimed at those who can invest a minimum of NZD 3 million over four years, this visa has more stringent requirements, including a points-based system that considers factors like age, business experience, and English language proficiency. Applicants must be aged 65 or younger and meet health and character requirements. Like the Investor 1 Visa, it also provides a pathway to permanent residency after the investment period.

Entrepreneur Visa

The Entrepreneur Work Visa is for individuals who want to establish or purchase a business in New Zealand. Applicants must make a minimum capital investment of NZD 100,000 (excluding working capital) and score at least 120 points on a points scale that assesses factors such as business experience, the nature of the business, and its potential benefits to New Zealand. The visa is initially granted for 12 months, during which the entrepreneur must establish the business. If the business is progressing as planned, the visa can be extended for an additional 24 months. After two years of successfully running the business, the visa holder may be eligible to apply for an Entrepreneur Residence Visa, leading to permanent residency.

Essential Skills Work Visa

This visa is for foreign workers with a job offer in New Zealand in a role that is on the official skill shortage lists or where the employer can demonstrate that they cannot find a suitable New Zealand citizen or resident for the role. The visa is typically granted for a period corresponding to the length of the employment contract, up to five years.

Accredited Employer Work Visa

This visa allows businesses that are accredited with Immigration New Zealand to hire skilled workers from overseas without needing to prove that no New Zealanders are available for the job. The visa can lead to permanent residency if the worker continues employment with the accredited employer for a certain period.

Global Impact Visa (GIVs)

This is a special visa for high-impact entrepreneurs, investors, and changemakers who are part of the Edmund Hillary Fellowship program. The visa offers a three-year work visa, with the potential for permanent residency for those who make a significant contribution to New Zealand.

GST and tax considerations for companies in New Zealand

Goods and Services Tax (GST)

GST is a 15% tax on most goods and services. Companies must register for GST if their annual turnover exceeds NZD 60,000, though voluntary registration is allowed. Registered businesses charge GST on sales and can claim credits on business purchases. GST returns are typically filed monthly, two-monthly, or six-monthly. Exports are zero-rated, meaning GST is not charged, but input credits can still be claimed.

Corporate Income Tax

New Zealand's corporate income tax rate is 28%. All companies must file an annual tax return with the Inland Revenue Department (IRD), detailing income and expenses. Companies expecting a tax liability over NZD 2,500 may need to make provisional tax payments during the year. Accurate record-keeping is essential for correct tax reporting.

Withholding Tax

Withholding tax applies to dividends, interest, and royalties paid to non-residents, with standard rates of 30%, 15%, and 15% respectively. Rates may be reduced under double tax agreements (DTAs). Companies must deduct and remit withholding taxes to the IRD to avoid penalties.

Fringe Benefit Tax (FBT)

FBT is levied on non-cash benefits provided to employees, such as company cars or loans. The tax is calculated at various rates and must be reported quarterly or annually. Proper compliance with FBT rules is necessary to avoid penalties.

Imputation Credits

New Zealand’s imputation system allows companies to attach credits to dividends, reflecting the tax already paid on profits. This helps shareholders offset their personal tax liability and prevents double taxation on company earnings.

Tax Residency

A company is tax resident in New Zealand if incorporated there or managed from within the country. Resident companies are taxed on worldwide income, while non-residents are taxed only on New Zealand-sourced income. Understanding residency is crucial for international operations.

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