Company Incorporation in New Zealand
Incorporation of a New Zealand limited company (Ltd) under the Companies Act 1993 — reserve the name (NZD 10 +GST), collect director and shareholder consents, and file the online application (NZD 118.74 +GST); an NZBN is issued automatically and free of charge. No minimum share capital. The binding constraint on foreign founders is the residency rule: the company must have at least one director who lives in New Zealand, or who lives in Australia and is a director of an Australian company (the ACN is required at registration). A foreign company may instead register its existing entity as an overseas company / branch (NZD 130 +GST).
3–10 business days
NZD
Compare the structures
Every column is a vehicle you can actually incorporate here, and each is bought on its own terms. Every fact carries where it was read: on the authority’s own page, or — marked Indicative — on a filing platform or publication we name and link. Anything we could not read anywhere is marked Pending verification and confirmed with the authority before you pay.
| Limited company (Ltd) — Companies Act 1993The default vehicle for startups, SMEs, foreign subsidiaries and holding companies — one shareholder and one director, no minimum capital | Overseas company / branch (Companies Act 1993, Part 18)A foreign company that wants to register its existing entity to carry on business in NZ rather than form a subsidiary — must register within 10 working days of starting business | Sole traderIndividual traders and freelancers wanting the simplest form; accepts unlimited personal liability | General partnershipTwo or more persons carrying on business together with shared unlimited liability | Limited partnership (LP)Investment funds and venture structures needing at least one general partner with unlimited liability and limited partners with capped liability | |
|---|---|---|---|---|---|
| Minimum owners | 1 | 1 | 1 | 2 | 2 |
| Maximum owners | Pending verification | Pending verification | 1 | Pending verification | Pending verification |
| Minimum directors | 1 | Pending verification | Pending verification | Pending verification | Pending verification |
| Liability | limited | unlimited | unlimited | unlimited | unlimitedmixed |
| Foreign ownership | Yes | Yes | Pending verification | Pending verification | Yes |
| Tax treatment | Separate taxable person; company income tax at a flat 28% on net profit (verified on ird.govt.nz). No imputation-adjuste… | The overseas company is taxed in NZ on income attributable to its NZ business/permanent establishment (broadly at the 28… | Not a separate entity; business income taxed in the individual's hands at personal income-tax rates (progressive). Regis… | Fiscally transparent — the partnership files a partnership return but income is taxed in each partner's hands at their o… | Fiscally transparent for income tax — income flows through to partners. Must be registered on the Limited Partnerships R… |
| Audit required | No | Pending verification | No | No | No |
| Audit threshold | Most private companies are NOT required to have a statutory audit. Audit is generally triggered only for 'large' compani… | Pending verification | Pending verification | Pending verification | Pending verification |
| Annual compliance | Low | Medium | Low | Low | Medium |
| Typical use | Single-founder or foreign-parent NZ company incorporated fully online at companiesoffice.govt.nz; NZBN issued automatica… | Foreign company registering to carry on business in NZ without forming a separate NZ company. Must register within 10 wo… | Local freelancer or contractor; not incorporated at the Companies Office. Can obtain an NZBN as a sole trader. | Professional practices and small joint ventures. Governed by the Partnership Law Act 2019. | Venture-capital and private-equity funds; the standard NZ fund vehicle. Governed by the Limited Partnerships Act 2008. |
What we will need from you
Upload these once. They are stored encrypted and reused across every service you buy from us.
Signed director consent form for EACH director
One per director, certifying they can and agree to be a director; filed within 20 working days of the application. Directors must be natural persons aged 18+, not undischarged bankrupts or persons disqualified/banned.
Signed shareholder consent form for EACH shareholder
One per shareholder, stating the number of shares each holds. Minimum one shareholder.
Proof of the residency link for at least one director
Either the director lives in NZ, or lives in Australia AND is a director of an Australian company (the ACN is required at registration). A wholly non-resident founder must appoint a qualifying resident director.
Registered office, address for service and address for communication
Physical NZ addresses; no PO box for the registered office. An email address for official correspondence is also required.
Company constitution (optional)
A company may instead rely on the Companies Act 1993 default rules.
For an overseas-company / branch registration: certified certificate of incorporation and certified constitution in English
Certificate of incorporation is NOT required for Australian companies (ASIC data is retrieved via the ACN); a certified English translation is required where the constitution is not in English. Plus physical NZ addresses for the principal place of business and for a person authorised to accept service.
Cost breakdown
Our fee and the government’s are always separate lines. Government fees are passed through at exactly what the authority charges — we add nothing to them.
| Company name reservation (online)Companies Office schedule of fees: NZD 10 excl GST (NZD 11.50 incl 15% GST). Holds the name for 20 working days. Re-confirm at quote against the Companies Office schedule of fees. | NZ$10Read at source on 2026-09-10 |
| Application to incorporate a companyCompanies Office schedule of fees: NZD 118.74 excl GST (NZD 136.55 incl GST) — the NZD 90 Companies Office fee plus FMA, XRB and Insolvency Practitioners levies. Re-confirm at quote. | NZ$119Read at source on 2026-09-10 |
| NZBN (New Zealand Business Number)Issued automatically and free of charge on incorporation; no separate application or fee. | No statutory feeRead at source on 2026-09-10 |
| Registration of an overseas company / branch (after name reservation)only if it appliesNZD 130 excl GST to register an overseas company, after reserving the name (NZD 10 +GST). Applies only to the overseas-company / branch route. Re-confirm at quote. | NZ$130Read at source on 2026-09-10 |
| Comriq professional fee | Fixed fee within 1 business day |
These are the authority’s published lines. Which of them apply depends on your filing — a schedule by headcount, capital or entity type is one line, not all of them — and the applicable line is confirmed before payment, at cost.
How it runs
You will see these exact stages update in your client portal as we progress.
Name Reserved
Proposed name reserved online (NZD 10 +GST); reservation valid for 20 working days.
Qualifying Director Secured
At least one director lives in NZ, or lives in Australia and is a director of an Australian company (ACN).
Consents Collected
Signed consent forms obtained from every director and every shareholder.
Application Filed
Online incorporation application completed (NZD 118.74 +GST) with addresses, shareholding and any constitution.
Incorporated + NZBN
The Registrar incorporates the company; an NZBN is issued automatically.
Ready to start?
This one is priced to your situation — most of what we do needs a local filing agent, so we scope it rather than guess. Tell us the specifics and we come back with a fixed quote and a confirmed timeline, within one business day.
Not sure this is the right service? A paid expert call is credited against your order.
Verified September 2026
Requirements and statutory fees are set by New Zealand Companies Office (Companies Register), MBIE and change without notice. This page is general information, not legal or tax advice. Your engagement letter and quote are the binding documents.