Choosing a type of company for your business

The different structures of companies in New Zealand

Before you register a company on the Companies Register, you need to choose the type of company that best suits the way you want to operate your business.

Types of companies

There are 3 types of New Zealand companies:

  • limited liability companies — these are the most common type which you can often recognise because they have Limited, Ltd or Tapui (Limited) at the end of their name
  • co-operative companies — sometimes called co-ops, these are limited liability companies that are owned and controlled by the members
  • unlimited companies — these are quite rare, as they don't limit a shareholder’s liability for company debts.

Limited liability companies

A limited liability company has full responsibility for all of its legal and financial obligations. It’s the liability of the shareholders that’s limited.

Shareholders are only liable for:

  • money owing on their shares
  • personal guarantees they have given to lenders or creditors, such as banks or suppliers.

Limited liability companies are incorporated under the Companies Act 1993.

Companies Act 1993 New Zealand Legislation

Co-operative companies

The main purpose of co-ops is mutual support for members, or the promotion of a specific purpose or social benefit. Examples include some taxi businesses, dairy companies, or Māori community services and developments. They often have the word 'co-operative' in their company name.

All co-ops must:

  • have transacting shareholders — this means at least 60 per cent of shareholders must:
    • supply goods or services to the company
    • buy its goods or services, or
    • enter into commercial transactions with the company
  • have a constitution that includes a description of the co-op's activities — this must be filed with us
  • return their profits to shareholders as rebates or as shares instead of rebates.

Registering a co-op

Co-op companies incorporate as a company in the same way as other limited liability companies. At the same time or afterwards, they can register as a co-operative company under the Co-operative Companies Act 1996.

Co-operative Companies Act 1996 New Zealand Legislation

Unlimited companies

The shareholders of an unlimited company have ultimate liability meaning they must pay any debts the company can’t pay. This liability is included in the company’s constitution.

Unlimited companies are used to meet very particular, often foreign, legal requirements.

Overseas companies registered in New Zealand

There are 3 ways an overseas company can operate in New Zealand. It can:

  • set up a New Zealand subsidiary — the overseas company owns 100 per cent of the shares and the subsidiary is registered on the Companies Register
  • establish a business, for example a branch, for its NZ operations — the business is not a separate legal entity, but is governed by New Zealand law
  • become a New Zealand company — the overseas company leaves its country of incorporation and transfers its incorporation to New Zealand.

Registering an overseas company to do business in New Zealand

Incorporating your company

When you’ve decided on the type of company you want to set up and other details about how it will operate, apply online on the Companies Register to incorporate it.

Incorporating a company

Setting up your online services account

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 13 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 13 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 11 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.