Offline Company Registration

For offline registrations please download the “Application to Register Company” form (in Microsoft Word Format or Acrobat PDF Format). Online discount will not apply to offline registrations.

Company names

You have a choice of three names. Note that all companies in New Zealand must end with LIMITED. Under the Companies Act 1993, any name may be reserved unless it comes within any one of three categories of names that cannot be reserved (section 22(2) Companies Act 1993). These categories are:

• a name, the use of which would contravene an enactment
• a name that is identical or almost identical to:
• another company name, or
• a company name previously reserved by the Registrar and still available for registration
• a name that, in the opinion of the Registrar, is offensive

Trade Mark

You should always consider the possibility of the name infringing a registered or pending trade mark.

Unless you have done some preliminary work in the trade mark search we strongly recommend that you delegate it to us. There is an extra charge of $64.00 (incl GST).

LAQC

A loss attributing qualifying company (LAQC) is simply a normal company that has elected to be an LAQC with Inland Revenue Department. IRD has the following criteria for becoming an LAQC:

• Must not be a foreign company;
• Must have fewer than 5 shareholders;
• All shareholders and directors must have elected that the company become an LAQC and not have revoked this status;
• The directors must have elected to become personally liable for their share of any income tax not paid by the company (herein lies quite a big difference between regular companies and LAQCs);
• All shares in the company must carry the same rights

We only make sure that the company can pass the above criteria. The actual LAQC election will have to be done by the shareholders and directors.

Company constitution

Excerpt from Companies Act 1993:

A company may but does not have to have a constitution.

If a company has a constitution, the company, the board, each director, and each shareholder of the company have the rights, powers, duties, and obligations set out in this Act except to the extent that they are negated or modified, in accordance with this Act, by the constitution of the company.

If a company does not have a constitution, the company, the board, each director, and each shareholder of the company have the rights, powers, duties, and obligations set out in this Act.

It is common practice for companies with more than one director and/or shareholder to have a constitution.

In our opinion, one-person-companies are initially better off without a constitution. However, a constitution can be prepared later if it becomes appropriate.

Company addresses

Every company must have at least the following addresses:

• Address of Registered Office (physical address in New Zealand);
• Address for Service (physical address in New Zealand);
• Postal Address or address for communications;
• an electronic address for communications (e-mail).

Please note that all of the all of the addresses can be the same.

Registered Office address and Address for Service must be physical street address and not a postal centre or document exchange.

Director(s) of the company

Directors are responsible for managing the company’s day-to-day business and may or may not be shareholders. Directors owe duties to the company, to its shareholders, and to others dealing with the company.

Directors must act honestly in what they believe to be the best interests of the company and with such care as may reasonably be expected of them in all the circumstances.

Directors must not carry on the business in a manner likely to create a substantial risk of serious loss to the company’s creditors (also called “reckless trading”).

A person cannot be a director of a company if he/she is:

• under 18 years of age;
• an undischarged bankrupt;
• prohibited from directing/promoting/participating in the management of a company under any statutory provisions;
• subject to a property order made under sections 30 or 31 of the Protection of Personal and Property Rights Act 1988;
• not qualified pursuant to the constitution of a particular company.

Residential address must be physical street address where a director resides in and not a postal centre or document exchange.

Can a director also be a shareholder?

Yes. A director can also be a shareholder. It is common practice, especially with small companies. In fact, you can have a one-person-company. Please tick the checkbox against the appropriate director(s) to include the individual as a shareholder(s).

Shareholder(s) of the company

Shareholders are investors in the company. They pay money into the company in return for shares. The number of shares they own determines the level of control they have over the company. For example, if a shareholder owns 750 shares out of a total of 1,000 company shares, that shareholder owns 75% of the company since each share represents a vote in the company.

Shareholders vote on the appointment of directors that manage (provide direction for) the company. Shareholders do not make decisions on running the company unless they are also directors. In small businesses it is common for the major shareholder to be the managing director of the company. Every company must have at least one director.

It is quite common practice to start with 100 (evenly divisible between 2, 4 and 5 shareholders) or 120 (evenly divisible between 2, 3, 4 and 6 shareholders) shares.

If a shareholder is an individual the following information must be supplied: full name, residential address, number of shares.

If a shareholder is another company then the following information must be supplied: company name, number of shares, registered address.

One-Person-Company

A one-person-company is a company with one individual as both director and shareholder.

Currency

Please note that all our charges are in New Zealand Dollars.

Payment options

We accept VISA, MasterCard, Direct Credit and Cheques.