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New Zealand: Types of Company

Limited Liability Company

A limited company in New Zealand is normally indicated as “Limited” or “Ltd”.

Formation of a company is relatively quick and easy. After the search, free of charge, on the register held at the Companies Office, a company name can be reserved (for 20 days) after payment of NZD10. The company’s details (of at least one director, one shareholder and a physical registered address) can then be submitted online against payment of NZD150. Application for IRD and GST numbers can be made at the same time.

Registration is effective after submission of consent forms from each director and shareholder, who can be the same person if he or she is the sole shareholder/director. In addition to a certificate of incorporation, the company will receive a seven-character unique company key for use in future communication with the IR.

There is no minimum share capital, and there is no necessity to specify authorised and paid-up share capital. Each company must maintain a share register, and hold an annual general meeting (AGM).

There is no requirement for a board of directors, or a supervisory council.

A company may, but does need to have, a constitution. If a company does not have a constitution, the company, the board, each director and each shareholder have the rights, powers, duties and obligations set out in the Companies Act 1993.

A Limited Liability Company must file, at no charge, an annual return of its updated details with the Companies Office each year to maintain its registration.

The director(s) of a company must ensure that the company keeps proper accounting records, and every company must prepare financial statements annually. These must be audited unless all shareholders agree otherwise in each year’s AGM.

A company’s financial statements have to be audited if it is has issued shares to the general public in New Zealand.



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