Registering your company to do business in New Zealand
Ways to register overseas companies
There are 3 ways that companies incorporated in other countries can carry on business in New Zealand.
On this page:
- What an overseas company is
- Business activities you must be registered for
- How registration in New Zealand can affect your business
- The ways overseas companies can register
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 holding 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.
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.
- Incorporating a company
- Reserving a name for a new company
- 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 a NZ business
- Ultimate holding companies
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.
- Confirming your authority to manage information
- How to file an annual return
- Getting a copy of your company information
- Updating company addresses
- Updating a director's details
- Registering the appointment of a director
- Updating a shareholder's details
- Managing share allocations
- Changing the name of a company
- Adding, amending or removing a company constitution
- Changing your financial reporting month
- Adding or updating additional NZBN information
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
8 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.
- Registering your company to do business in NZ
- How overseas companies set up as a NZ business
- How to transfer incorporation to NZ
- Financial reporting for overseas companies
- Reporting for NZ companies registered in Australia
- Annual returns for overseas companies
- Updating directors' details
- Updating addresses of overseas companies
- Changing the name of an overseas company
- Updating the constitution of an overseas company
- How to remove a company from the Overseas Register
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.
- 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
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.
- 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
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.
- Setting up your online services account
- Confirming your authority to manage information
- Updating your online services account details
- Forgotten your RealMe® username or password
- Customising your online services account
- Schedule of fees
- Managing payments on the Companies Register
- Lodging other documents
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.
- Uploading documents to the Companies Register
- Filing documents with electronic signatures
- 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
- Suppressing a residential address on the register