Incorporating a company

Before you start an application to incorporate a New Zealand company with the Companies Office, you must create an online services account and reserve a company name. It costs $10 (plus GST) to reserve a company name and $118.74 (plus GST) to apply to incorporate a company.

1. Set up an online services account

To file an online application to incorporate a company with the Companies Office, you must have:

• a RealMe® login, and
• an online services account with the Companies Register.

2. Reserve a company name

Before you reserve a company name check that the name you want to reserve is available and make sure it meets all of our criteria for a suitable name.

Timeframe for completing your incorporation

Once you’ve reserved a company name, you have 20 working days to complete the incorporation of your New Zealand company. This includes filing signed consent forms for all directors and shareholders.

3. Gather information you need

Once you’ve reserved a company name, you can continue registering your company.

At this point it can be useful to:

• check you have all of the information you need to provide, and
• ensure each director and shareholder is available to sign and return a consent form within 20 working days.

Company contact details

You must provide contact details for your company, including addresses for your registered office, service and correspondence.

You must also provide an email address. This is the address we send your company’s certificate of incorporation and future correspondence to, for example, annual return reminders.

Tax registration

You can choose to register for an Inland Revenue number, a Goods and services tax (GST) number, and register as an employer.

Registering directors

You must register all your company’s directors. Each director must sign and return a consent form certifying they can, and agree to be a director.

Registering shares and shareholders

You must register all shareholders in your company, and each shareholder must sign and return a consent form. You must also provide details of how many shares each shareholder owns.

Declaring an ultimate holding company (UHC)

If your company is controlled by a UHC, you must tell us what type of company or entity the UHC is. You must also tell us its name, country of registration, registration number or code, if any, and registered office address.

Annual return filing month

Every company on the Companies Register, including overseas companies, must file an annual return. This isn’t a financial statement — it’s a yearly update of the publicly available information about your company.

When you incorporate your company, we tell you in which month your future annual returns will fall due. You can change your filing month after your company is incorporated.

Providing a company constitution

A constitution sets out the rights, powers and duties of your company, its board, directors and shareholders. When you incorporate as a limited company you can:

• do so without a constitution
• buy one from a third party and upload it as part of your application, or
• prepare and upload a copy of your own constitution.

Important note for co-operative companies

Co-operative companies must incorporate with a constitution.

4. Complete your online application

To register your company online, you can either click on the link in the email we send when your company name reservation is approved, or log in to your account and follow these steps.

1. Select ‘My unfinished business’
2. Select ‘My tasks’
3. Find the ‘Complete Coy Application’ task.
4. Progress through each screen (Directors, Shareholders, Tax Registration), entering the requested information.
5. Select how you want to pay your application fee.
6. Select ‘Review’ to check the information you’ve provided and then ‘Submit’.

Incorporate a company

5. File directors’ and shareholders’ consent forms

Once you’ve submitted your online application for incorporation, we send you an email within a few minutes. Attached to the email are individual consent forms for each director and shareholder you’re registering.

Each director or shareholder must sign and return their form to the Companies Office within 20 working days to avoid having their registration cancelled.

Consent forms are also available from your dashboard

You can download consent forms from the ‘My unfinished business’ tab of your online account dashboard.

6. Receive your Certificate of Incorporation

Once we receive all directors’ and shareholders’ consent forms your application is complete.

If we approve it:

• we send you a Certificate of Incorporation, and
• your company details become publicly available on the Companies Register.

Companies incorporated in other countries

If your company is incorporated in another country, there are 3 ways you can do business in New Zealand.

Registering an overseas company to do business in New

Zealand