Establishing A Local Subsidiary Company

Incorporating a company in New Zealand is generally a quick and simple process. It can be completed online (at the New Zealand Companies Office website www.companies.govt.nz (Companies Office).

Once the company’s name has been reserved and appropriate documents are lodged, incorporation can be confirmed within a matter of hours (although this process may be delayed where the proposed director(s) and/or shareholder(s) are based overseas.

The basic incorporation requirements are as follows:

(a) The registered office (and address for service) must be in New Zealand. A solicitor or accountant can provide the company’s registered office. The company does not need to have a physical place of business in New Zealand.

(b) The company must have at least one shareholder (holding at least one share) and at least one director who lives in New Zealand, or who lives in Australia and is a director of a company registered in Australia. Signed consents (in the prescribed form) of both the director(s) and shareholder(s) are required for the incorporation process.

(c) The date, place of birth and residential address of each proposed director, and details of the proposed company’s ultimate holding company (if any), must be provided to the Companies Office. If the director lives in Australia and is also a director of an Australian company, that Australian company’s ACN number will also need to be provided.

(d) If the proposed director(s) and/or shareholder(s) are based overseas, the Companies Office may require additional evidence to verify the identity of the director(s) and shareholder(s) and to confirm their consent to own and manage the company. Evidence typically includes the original copies of the director and shareholder consents referred to above, certified copies of passports (or another specified form of identification), and proof of residency.

(e) There is no need for a formal constitution (New Zealand’s equivalent to articles of association or corporate bylaws). The rights and obligations set out in the Companies Act 1993 (Companies Act) apply by default. A company is free to adopt a constitution modifying certain rules which would otherwise apply under the Companies Act. However, a well-drafted constitution is usually desirable to permit a number of corporate activities (eg share buy-backs, issue of redeemable shares, indemnification and/or insurance of directors), and permitting a wholly owned subsidiary to act in the best interests of its holding company (if applicable)) that are not otherwise authorised under the Companies Act.

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