Company formation in New Zealand

At a glance

Entity

Limited company (Ltd) under the Companies Act 1993 — the standard private company vehicle; shares are not publicly offered

Corporate tax

Flat 28% company income tax on worldwide income for resident companies (NZ-sourced income only for non-residents), administered by Inland Revenue (IRD). Rate unchanged for 2026. GST is 15%.

Incorporation time

~1-3 business days once director/shareholder consents, a NZ registered office and address for service are in place; incorporation itself is often same-day online

Minimum capital

None — no minimum share capital; a company can be incorporated with a single share of any (even nominal) value

Resident director

Yes. Under s10 Companies Act 1993 at least one director must live in New Zealand, or live in Australia AND be a director of an Australian-incorporated company. The Registrar generally treats >183 days in NZ over a 12-month period as 'living in NZ', but applies a multi-factorial test. This is the main practical hurdle for foreign founders.

Audit

No statutory audit for most private companies. An audit is mandatory only for 'large' companies (Financial Reporting Act 2013 s45): NZ-owned entities with total assets >NZ$66m or revenue >NZ$33m in each of the two preceding years; the lower thresholds of assets >NZ$22m or revenue >NZ$11m apply where the company is >25% overseas-owned or an overseas company. Companies can also opt in/out of audit by shareholder resolution within statutory limits.

Remote set-up

Yes — incorporation is fully online through the Companies Office register and requires a RealMe login; no notarisation of documents. Non-residents can be shareholders and directors, but the company must have a NZ registered office and address for service, and must satisfy the resident-director rule. Directors/shareholders must provide date and place of birth for identity verification.

Government fee

NZ$118.74 + GST (NZ$136.55 incl. GST) to incorporate, plus NZ$10 + GST (NZ$11.50 incl. GST) to reserve the company name; paid to the Companies Office. (MBIE ran a 2025 fees-and-levies review, so amounts may rise — confirm at time of filing.)

Best for

Best for founders who want a reputable, low-tax common-law OECD base with a setup that is fast, cheap and fully online. The catch is you will need a New Zealand (or qualifying Australian) resident director.

The process

1. Reserve the company name with the Companies Office (NZ$10 + GST) and check name availability
2. Set up a RealMe login and a Companies Office online account; prepare a NZ registered office, address for service, and director/shareholder details (including dates and places of birth)
3. Obtain signed consents from each director and shareholder and ensure at least one director satisfies the s10 resident-director rule
4. Submit the online incorporation application and pay NZ$118.74 + GST; on approval receive the certificate of incorporation and NZBN, then register for an IRD number and, if turnover warrants, GST