Before you set up a company

Choosing a structure for your business

When you go into business, you need to choose a structure for your business that suits the way you work and the kind of work you do.

Choosing a structure for your business

When you start a business, it’s important to choose a structure that suits the way you work and the kind of business you’re in.

There are 3 common structures for businesses in New Zealand — sole trader, partnership and company. If you’re unsure which structure to choose, seek professional advice from an accountant or lawyer before you make a decision.

Three quick questions that will help you choose a business structure business.govt.nz

If you decide to set up a company

When you set up a company, you’re creating a separate legal entity. A company can do many of the same things as an individual — hold property in its own name, enter into contracts, sue and be sued.

All companies incorporated in New Zealand have the same basic elements:

  • a company name
  • at least one share, one shareholder and one director
  • contact addresses.

There are several different types of companies. You need to choose one that suits your business.

Choosing a type of company for your business

Choosing a company name

Before you set up a company, you need to reserve its name on the Companies Register. There are firm guidelines to follow when choosing and reserving a company name. Once you've reserved a name and it's been approved by us, no other company can incorporate with an identical or almost identical name.

How to reserve a name for a new company

There are some names that aren't acceptable under the Companies Act 1993.

Company directors

Directors are responsible for managing the company’s day-to-day business and may also be shareholders. They have duties to the company, its shareholders and others dealing with the company.

What it means to be a director

All directors must be registered with the Companies Office, and sign a consent form. They are responsible for tasks such as preparing and filing statutory documents, and reporting annually to the Companies Office.

How to set up a board of directors Institute of Directors

All companies must have at least one director who lives in:

  • New Zealand, or
  • Australia, and who is a director of a company incorporated in Australia.

Who can be a director

Keen to develop your director skills?

Being a good director can help your company to run effectively, to achieve its goals, and to maintain a good reputation.

Check out the governance resources available at business.govt.nz

Find out more about the role and responsibilities of a director at business.govt.nz

Shares and shareholders

Every company must have at least one shareholder and at least one share.

Shareholders are investors in the company, but they’re not responsible for the day-to-day management of a company’s business.

They have the right to vote at meetings of shareholders on some decisions about how the company is run, including:

  • changes you make to a company's constitution
  • approving major transactions, and
  • authorising dividends.

The number of shares each shareholder owns determines the level of voting control they have.

What it means to be a shareholder

Your company’s contact details

All New Zealand companies must have:

  • a registered office address — a physical address in New Zealand where company records are kept
  • an address for service — a physical address where legal documents can be delivered to the company
  • an address for communication — a post office box, private bag or physical address that the we can use to contact your company.

Company addresses

All help topics

Before you start a company 5 guides

Get an overview of how companies are structured, find out about the company records you need to keep, and what's involved when you incorporate with and report to the Companies Office.

Starting a company 11 guides

You need to comply with New Zealand laws when you incorporate your company with the Companies Office, including reserving a company name, appointing directors, issuing shares and registering for tax.

Keeping company details up to date 14 guides

Once your company is registered with the Companies Office, nominate who will have authority to file your annual returns, and update your name, address, constitution, director and shareholder details.

See all 14 guides for Keeping company details up to date

Shares and shareholders 7 guides

When you incorporate, you must provide details of all company shares and shareholders. As changes occur, you must update this information on your own share register and in your company's annual return.

Company directors 7 guides

Directors have responsibilities to their company and shareholders, and under the Companies Act 1993. You must register all your directors with the Companies Office and they must sign a consent form.​

Filing annual returns 7 guides

Find out about filing an annual return — the information you need to update, how to change your filing month or request a time extension — and what happens if you don't file your annual return by the due date.

Complying with the law 12 guides

Find out how New Zealand law affects the directors and shareholders of your company, and your responsibility to create and maintain accurate company records, report to us and file financial statements.

Financial reporting 7 guides

​Some large New Zealand and overseas companies, and all FMC reporting entities must submit audited annual financial statements to the Companies Office.

Managing an overseas company in New Zealand 11 guides

Before they can carry out some business activities, companies incorporated in other countries, including Australia, must register with the Companies Office and then keep their company details up to date.

Closing a company 11 guides

When your company closes down you need to remove it from the register. Your company can be removed if it amalgamates with another company or doesn't file its annual return.

Restoring a company to the register 4 guides

Only some companies can be reinstated to the Companies Register once they've been removed. Find out who can apply, what evidence to provide and if you should apply to the Registrar or the High Court.

When your company fails 9 guides

Find out about voluntary administration, receivership and liquidation (external administration), and the roles and responsibilities of those appointed to manage your company's affairs.

Managing your online account 8 guides

Creating an account with the Companies Office allows you to complete the majority of your transactions online. It's free to set up, but fees apply for some transactions, such as filing annual returns.

Getting support to use the Companies Register 8 guides

Get help with any technical problems you have using the register, such as uploading documents or searching for companies, directors and shareholders.