Managing an overseas company in New Zealand

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.

• Before you set up a company
• Choosing a type of company for your business
• Keeping company records
• Company meetings
• Reporting to the Companies Office

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.

• Incorporating a company
• How to reserve a company name
• Transferring a company name reservation
• Company addresses
• Tax registration
• Registering the appointment of a director
• Registering a shareholder
• Filing director and shareholder consent forms
• Issuing shares in a company
• Incorporating with a company constitution
• How overseas companies set up as an NZ business
• Ultimate holding companies

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.

• How to file an annual return
• Getting authority to update company records
• Getting a copy of your company information
• Adding or removing a company constitution
• Changing a company name
• Updating company addresses
• Registering the appointment of a director
• Updating a director's details
• Managing share allocations
• Updating a shareholder's details
• Applying for a correction to the register
• Changing your financial reporting month

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.

• What it means to be a shareholder
• Registering a shareholder
• Filing director and shareholder consent forms
• Issuing shares in a company
• Managing share allocations
• Updating a shareholder's details
• Distributions to shareholders

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.​

• What it means to be a director
• Who can be a director
• Registering the appointment of a director
• Banned directors
• Reporting a director
• Updating a director's details
• Filing director and shareholder consent forms

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.

• Managing your annual return
• How to file an annual return
• Forgotten your RealMe® username or password
• Receiving annual return reminders
• Requesting an extension to file an annual return
• Changing your annual return filing month
• Annual returns for overseas companies

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.

• Keeping company records
• How we enforce the law
• Reporting to the Companies Office
• Reporting a director
• Company meetings
• How to file an annual return
• What it means to be a director
• What it means to be a shareholder
• Who needs to submit financial statements
• Banned directors
• Making a complaint

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

• Who needs to submit financial statements
• How to submit financial statements
• Preparing financial statements
• Financial reporting fees and penalties
• Changing your financial reporting month
• Financial reporting for FMC reporting entities
• Reporting for NZ companies registered in Australia

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.

• Before you close your company
• Removing your company from the register
• When the Registrar removes your company
• How to remove a company from the Overseas Register
• Objecting to the removal of a company
• Withdrawing an objection
• How companies amalgamate
• Before you apply for amalgamation
• Preparing documents for a short-form amalgamation
• Preparing documents for a long-form amalgamation
• Applying for company amalgamations

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.

• Before you apply to restore a company
• Applying to the Registrar to restore a company
• Reasons and evidence for restoring a company
• Applying to the High Court to restore a company

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

• What happens during voluntary administration
• Appointment and responsibilities of administrators
• What happens after a watershed meeting
• What happens during receivership
• Appointment and responsibilities of receivers
• What happens during liquidation
• Appointment and responsibilities of liquidators
• Filing by administrators, liquidators or receivers
• Holding creditors' meetings

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.

• Setting up your online services account
• Getting authority to update company records
• Managing who can use and update your account
• Forgotten your RealMe® username or password
• Customising your online services account
• Schedule of fees
• Managing payments on the Companies Register
• Lodging other documents
• Filing documents with electronic signatures

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

• Uploading documents to the Companies Register
• Forgotten your RealMe® username or password
• Searching the Companies Register
• Searching the PPSR from the Companies Register
• Searching using other applications
• NZBN and the Companies Register