Limited liability company LtdNew Zealand
What it takes to form, own and run a private limited company in New Zealand, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
Quote
It’s the liability of the shareholders that’s limited.
Quote
A company must have— (a) a name; and (b) 1 or more shares; and (c) 1 or more shareholders
Quote
All New Zealand companies must have at least one director who lives in: New Zealand, or Australia and is a current director of a company incorporated in Australia.
Quote
A company must have— (a) a name; and (b) 1 or more shares; and (c) 1 or more shareholders, having limited or unlimited liability for the obligations of the company; and (d) 1 or more directors, of whom at least 1 must— (i) live in New Zealand; or
Quote
It costs $10 (plus GST) to reserve a company name and $118.74 (plus GST) to apply to incorporate a company.
Form it
Who registers it
- Registry
- Formed without visiting
- Yes
- Formed online
- Yes
What it takes to form
- A notary
- Not required
- A resident director
- Required
- Paying up the capital
- Not in our records
Own it
Who may own and run it
- Directors
- At least 1 · one must live there · individuals only
Quote
All New Zealand companies must have at least one director who lives in: New Zealand, or Australia and is a current director of a company incorporated in Australia.
- Shareholders
- At least 1 · a company may be one
Quote
A company must have— (a) a name; and (b) 1 or more shares; and (c) 1 or more shareholders
- Members
- At least 1 · one person may form it alone
Quote
A company must have— (a) a name; and (b) 1 or more shares; and (c) 1 or more shareholders
- A local company secretary
- Not required
Quote
A company must have— (a) a name; and (b) 1 or more shares; and (c) 1 or more shareholders, having limited or unlimited liability for the obligations of the company; and (d) 1 or more directors, of whom at least 1 must— (i) live in New Zealand; or
- A local registered agent
- Not required
Quote
A company must have— (a) a name; and (b) 1 or more shares; and (c) 1 or more shareholders, having limited or unlimited liability for the obligations of the company; and (d) 1 or more directors, of whom at least 1 must— (i) live in New Zealand; or
Each year, at the registry
- Annual registry fee
- NZD 49.74 (about €25)
Quote
Company annual return $21 $21.74 $6 $1 $49.74 $57.20
- Accounts on the public record
- Small exempt
Quote
If you are a New Zealand company that meets the definition of a ‘large’ company, you must file financial statements with us.
- Audit for a small company
- Not required
Quote
Some large New Zealand companies, and all large overseas companies, must file annual audited financial statements under the Companies Act 1993.
- Audit
- Only large companies: some large New Zealand companies must file annual audited financial statements under the Companies Act 1993.
Quote
Some large New Zealand companies, and all large overseas companies, must file annual audited financial statements under the Companies Act 1993.
Important dates
When each obligation falls due, as the authority states it.
- Register for an Inland Revenue number, GST and employer registration, if chosen
- Stated; see the note
With Inland Revenue
Optional, chosen on the incorporation application; the page sets no deadline.
- Register as an employer from the day staff start
- Stated; see the note
With Inland Revenue
Dated to the day staff start; the page gives no lead time as a deadline.
- File audited financial statements for the first accounting period
- 5 months after the end of the accounting period
With Companies Office
Large companies only, per the Companies Office page. The page does not state a filing date for small companies.
- First annual return
- Not in our records
With Companies Office
Not stated on companies-register.companiesoffice.govt.nz/help-centre/company-annual-returns/completing-an-annual-return/ when checked
- First annual meeting of shareholders
- 18 months after incorporation
Page: https://companies-register.companiesoffice.govt.nz/help-centre/complying-with-the-law/company-meetings/
- File audited financial statements
- 5 months after the end of the accounting period
With Companies Office
Large companies only; the page states 5 months from the balance date for large companies.
- Annual return: confirm company details and pay the annual return fee
- Not in our records
With Companies Office
Not stated on companies-register.companiesoffice.govt.nz/help-centre/company-annual-returns/completing-an-annual-return/ when checked
- Annual meeting of shareholders
- 6 months after the end of the accounting period
Companies Act 1993 s 120(1): the board must call an annual meeting not later than 6 months after the balance date and not later than 15 months after the previous one. The Companies Office page (https://companies-register.companiesoffice.govt.nz/help-centre/complying-with-the-law/company-meetings/) states the same rule.
- Register a director change: a director dies, is removed or resigns
- 20 days after change of officers
With Companies Office
Page: https://companies-register.companiesoffice.govt.nz/help-centre/company-directors/updating-a-directors-details/. The 20-working-day period is the one quoted; registration of a new director is also within 20 working days of appointment on https://companies-register.companiesoffice.govt.nz/help-centre/company-directors/registering-the-appointment-of-a-director/
- Notice of a change of registered office or address for service
- Not in our records
With Companies Office
Not stated on companies-register.companiesoffice.govt.nz/help-centre/keeping-company-details-up-to-date/updating-company-addresses/ when checked
- Shareholder change: consent form signed and returned
- 20 days after change of shareholders
With Companies Office
Page: https://companies-register.companiesoffice.govt.nz/help-centre/shares-and-shareholders/registering-a-shareholder/. The 20-working-day period quoted is for the shareholder consent form on a new shareholder; it is applied here as the shareholder-change period.
- Notify a constitution change after the resolution
- 10 days after change of articles
With Companies Office
Page: https://companies-register.companiesoffice.govt.nz/help-centre/keeping-company-details-up-to-date/adding-amending-or-removing-a-company-constitution/
What is public
- Directors
- Public
Quote
When you apply, you must identify all the places where the residential address you wish to have suppressed is publicly viewable on the Companies Register.
- Shareholders
- Public
Quote
When you apply, you must identify all the places where the residential address you wish to have suppressed is publicly viewable on the Companies Register.
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Flat · 28%
Most companies pay income tax at 28% on their profit.
Quote
Most companies 28%
Work it out on a profit figure: the company’s tax, the owner’s, and what is left.
- CFC rules in New Zealand
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Application to the Companies Office to remove the company from the register, after public notice; the public then has 20 working days to object, and the company is removed if no objection is received.
Quote
Once the notice has been published, the public have 20 working days to object to the removal of the company.
- Statutory fee
- Not in our records
Every business in New Zealand
VAT
- Standard rate
- Not in our recordsThe tax authority’s pages have not been read for New Zealand.
Payment and banking services
2 services name New Zealand on their own list: Airwallex, Stripe. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- Limited liability company (Ltd)
- ISO 20275 code
- P2R9Secondary GLEIF, Entity Legal Forms code list