There are 3 ways that companies incorporated in other countries can carry on business in New Zealand.
What an overseas company is
Overseas companies are incorporated outside New Zealand. Their incorporation is recognised in New Zealand for the purposes of registering as an overseas company to do business here.
Business activities you must be registered for
Your company must be registered on the Companies Office's Overseas Register if it's carrying on business here. This includes business activities such as:
- establishing or using a share transfer office, or share registration office in New Zealand
- administering, managing or dealing with property in New Zealand as an agent, personal representative or trustee — even if this is through your employees or an agent.
Business activities that overseas companies don't need to register for
You don't need to register your overseas company in New Zealand if your business activity in this country is limited to:
- becoming a party to, or settling a legal proceeding, claim or dispute
- undertaking activities that concern only your company, such as holding meetings of directors or shareholders
- maintaining a bank account, investing funds, or buying or leasing property
- selling property through an independent contractor
- creating evidence of a debt or creating a charge on property
- collecting or securing debts, or enforcing security rights in relation to those debts
- carrying out a one-off transaction that takes no more than a month to complete and won't be repeated.
How registration in New Zealand can affect your business
Overseas companies registered in New Zealand:
- can be sued in this country by New Zealand creditors — this helps creditors avoid the costs, delay and potential language problems of dealing with another country's legal system
- have their New Zealand assets distributed for the benefit of New Zealand creditors if they go into liquidation.
The ways overseas companies can register
Before you register your company in New Zealand, decide how you want to manage your business here. There are 3 ways to do this and the registration process is different for each.
Set your overseas company up as an NZ business
You can carry out business activities in New Zealand by setting up as a business, for example by establishing a branch of your company here. The company doesn't become a separate legal entity, but your New Zealand operations are:
- governed by our laws, and
- registered on our Overseas Register.
About the Overseas Register
Companies that are incorporated in another country and doing business in New Zealand are registered on the Overseas Register. You can find overseas companies by doing an advanced search of the Companies Register.
Not all information about an overseas company is held on the Overseas Register. Search the register in the country where the company is incorporated to find:
- its registered office
- information about its shareholdings
- liquidation details.
Establish a subsidiary company
You can set up a wholly owned New Zealand subsidiary — that is, a company controlled by a holding company. All the shares in the subsidiary company are held by the overseas company.
You must register the subsidiary as a New Zealand company on the Companies Register.
About subsidiary companies
A company is a subsidiary if another company:
- controls the make-up of its board
- controls more than half of the maximum number of votes at company meetings
- holds more than half of the shares, or
- is entitled to receive more than half of every share dividend.
Transfer your company to New Zealand
You can transfer your company's incorporation from another country to the New Zealand Companies Register. If you do this, you must give up your incorporation in the other country.