Establishing a New Zealand Branch Of An Overseas Entity

An overseas company “carrying on business” in New Zealand must register as an “overseas company” with the Companies Office within 10 working days of commencing business in New Zealand.

The term “carrying on business” is not exhaustively defined in the Companies Act. In every case the question is to be decided on its facts, in light of all the surrounding circumstances. Relevant factors to consider in determining whether an overseas company is “carrying on business in New Zealand” include the following:

(a) having a physical place of business in New Zealand;

(b) having employees in New Zealand;

(c) maintaining bank accounts in New Zealand;

(d) having a degree of regular involvement in transactions in New Zealand; or

(e) having some form of “permanence” in New Zealand.

In isolation the existence of one of these factors may not necessarily be sufficient for finding that a business is carried on in New Zealand. However, the more of these (or other) factors that exist, the more likely it is that a business is being carried on in New Zealand. Prior to registering a New Zealand branch for an overseas company, the Companies Office may require further evidence to verify the identity of the director(s) and shareholder(s) of the overseas company. There is no requirement for an overseas company carrying on business in New Zealand to have a New Zealand resident director. It must however have a principal place of business in New Zealand and person who is authorised to accept service on its behalf in New Zealand.

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