APGI New Zealand Company Incorporation

New Zealand Offshore Company Incorporation

From US$825.00

New Zealand lies in the South Pacific Ocean and consists of two large islands and a number of smaller islands. Granted autonomy in 1947, New Zealand has a progressive economy that is based largely upon banking and finance. It has undergone substantial structural reform since 1984 and as a result has experienced economic liberalization. There have been several reforms, such as the removal of interest and exchange controls allowing the free flow of capital in and out of the country. The government has implemented various changes to encourage greater investment in New Zealand. With the overall tax incentives highlighting the positive attitude of the government to place New Zealand amongst the best international financial centers.

Operating through a limited liability company has several advantages over other alternatives, such as sole trader or partnership.

Here are some of the main advantages summarized for you:

Limited Liability

The main advantage of a company is to separate business risk from the shareholder's personal assets and a possibility to limit the amount of money that a business proprietor owes personally.

A Company allows shareholders to limit their maximum possible liability for the debts of that company to the amount of the paid capital in the company. If a shareholder holds hundred $1.00 shares in a company, that shareholder's liability for the company's debts is limited to $100.00.

Shareholders are only liable for any unpaid shares and any debts that have been personally guaranteed. That is in contrast to the position of a sole trader or partner in a firm who is liable for the debts of that business unlimited.

A Name

While there are still common law grounds for the protection of an unregistered name, forming a company is a way to formally register a Business name and therefore notifying the world of a name's existence.

Once the Registrar of Companies approves the company name, no other company can be registered with the identical or near identical name.

There is no register for unincorporated bodies such as partnerships or sole traders. Additional name protection can be archived through registering a Trademark or Service Mark with the Commissioner of Trademarks.

Separate Legal Entity

A Company is a separate legal entity from its shareholders. An individual cannot enter a contract with him but a shareholder can enter a contract with the company. Therefore a shareholder may be employed by the company or may loan money to the company on the same basis as any other unrelated party.

Finance

A Company gives different opportunities for raising capital. This may be by issuing of new shares (the purchase of which, by the new shareholders, brings capital into the company) or by offering the company as security (or collateral) for any mortgage or debenture that the company takes on gives the lender more options and therefore more security. Arranging security for a loan can be both cheaper and easier for a company than an individual.

Security for Shareholders Loan

It is possible for a shareholder to have their lending to the company secured by way of a debenture. In the event of the company experiencing financial difficulties, eventuating in a wind up of the company, the debenture holder would stand to rank ahead of the unsecured creditors in distribution of the residual assets.

Continuity

A Company facilitates continuity. A Company as a separate entity is not limited to the lifetime of any one particular shareholder. If a shareholder wishes to sell or otherwise transfer part or all of his or her shares to another party, the company continuity is not affected. This would be different with a sole trader or partnership. Both of these business forms would have to create a completely new entity.

In-depth New Zealand Company Information

New Zealand Company Statutory Notes

The Application for Name Approval is filed with the Companies Office. Please note that if your initial choices are not acceptable by the Registrar of Companies there are further application and filing fees payable. When the name approval has been granted the applicant is given a name approval form that is valid for 20 working days. In the letter of name approval you are advised that you should be aware that the company's name application may infringe rights arising under the Trade Marks Act 1953 and the Fair Trading Act 1986. Please have a look and search the New Zealand Trademark Register at the Intellectual Property Office of New Zealand.

Every company must have a registered office in New Zealand, as well as an address for service, where legal documents can be delivered to the company. Both addresses must be notified to the Registrar on application for incorporation.

It has to be a physical New Zealand address, not a postal box or document exchange; normally it is the business address of Global Administration Limited.

If a company wishes to change its registered office or the address for service, the change and the date upon which it is to take effect must be notified to the Registrar. This date must be at least five working days after the notice is registered.

At the registered office, a company must keep the following documents: Constitution of the company; Minutes of all meetings and resolutions of shareholders within the last 7 years; Share register and the register of Director's interests; Minutes of all meetings and resolutions of directors and directors committees within the last 7 years; Certificates given by directors under this act within the last 7 years; Full names and addresses of the current directors; Copies of all written communications to all shareholders during the last 7 years, including annual reports; From when the Company commences business copies of all financial statements and group financial statements for the last 7 completed accounting periods of the company; Accounting records for the current accounting period and for the last 7 completed accounting periods of the company; The share register.

The share register, if undivided, is the company's principal register and must be kept at its registered office. If divided, the registers may be kept elsewhere.

We act as your registered office and address for service. That is particularly important for overseas owners, who could otherwise have trouble in registering in New Zealand. We can only act for you; if you keep in mind the requirements mentioned above and please keep in mind that we are not liable in any circumstances for any failure complying with those requirements.

We will usually provide a New Zealand corporate nominee shareholder and a personal nominee Director. The reason for this is that if more than 20% of the shares, or a majority of Directors are resident outside New Zealand then the company has to produce annual audited accounts that are filed with the company annual return.

A Company that is formed and registered in New Zealand under the New Zealand Companies Act 1993 (NZ Company) as well as a body corporate that is incorporated and registered outside New Zealand but is carrying on business in New Zealand (Overseas Company) are required to file an Annual Return in a designated month and pay the required annual filing fee.

A Company is not required to file an Annual Return in the calendar year of its incorporation. Companies can apply to the Registrar to vary the month in which they file their Annual Return. A Shuttle Annual Return is sent by the Registrar to the company's address for communication, or its registered office one month before the return is due to be filed, or there is also the option to file the Annual Return on-line with the Companies Office.

The information within the shuttle Annual Return is obtained from the New Zealand Companies Office database. The process of requiring an Annual Return is an important way of verifying the information contained in this database. Where the information on a shuttle Annual Return needs to be updated, follow the instructions on the form.

Date of Annual Return

The Annual Return is completed upon this date. It must be a day in the month the return is due. All information must be correct as at this date.

Company Directors

If a director of the company has changed or if his/her name or address has changed and the Companies Office has not been advised, amend the details printed on the Annual Return and file a Notice of Change of Director and Particulars of Directors with the Annual Return. There is no filing fee payable, however a late filing fee will be payable if the notice is filed more than 20 working days after the change occurred. In the case of a resignation by death, the time for filing your notice of the change runs from the date of notification to the company of the death. If the change involves the appointment of a new director, the company must file that director's consent and a document certifying that he/she is not disqualified from being a director. If no change has occurred, but the pre-printed information does not reflect the last document filed with the Companies Office, amend the Annual Return.

Shareholders

All companies must complete this table by providing the requested information as at the date of the Annual Return.

Annual General Meeting

Every company should hold an annual meeting of shareholders once every calendar year. The Companies Act 1993 details certain things that should be done at that meeting, either by resolution or as otherwise specified. A Company can avoid holding an annual general meeting, if within the time prescribed for having a meeting, all matters specified in the Companies Act 1993 to be done (either by resolution or otherwise) at that meeting, are done by way of a resolution in writing. If this occurred and the company did not hold an annual meeting, the date of the last resolution relating to a matter specified to be reviewed at an annual meeting should be given.

Annual Returns for Overseas Companies

Overseas companies are companies that are formed and registered overseas and are carrying on business in New Zealand by virtue of registration under the Companies Act 1993.

Overseas companies are required to file an Annual Return every year. The month before the Annual Return of an overseas company is due the company will receive an information pack including: an explanatory letter; the Annual Return form; a summary of the current position on record; a form upon which to notify any amendments.

A New Zealand company or an overseas company intending to carry on business in New Zealand cannot be registered under a name unless that name has been approved and reserved by the Registrar of Companies.

The name that you request is checked against the register held at the Companies Office to see that it does not contravene any of the restrictions on certain names. If a name is acceptable, a notice of reservation is issued to the applicant. If not, a notice of explanation is issued.

If your first choice of name is unavailable, the Companies Office will inform about the reason why it was declined and immediately consider your next preference. The reservation of a name is valid for 20 working days from the date stated in the reservation notice.

Corporate Types

Although it is possible to register an unlimited liability company, companies are usually either limited liability companies or companies limited by guarantee. A public company must have a minimum of seven members but has no maximum. In comparison, the minimum in the case of a private company is two and the maximum is 25.

A private company may have one or more directors. If such a company has only one director, that director cannot also be the secretary. As indicated, a private company cannot have unissued shares and, in the case of a foreign controlled company, must complete and file audited accounts annually. Both a public and a private company can be incorporated either with all the rights, powers and privileges of a natural person or with limited objectives.

A private company may, by way of a resolution passed by means of an entry in its minute book signed in accordance with the Companies Act requirements, do everything that is required to be done by a public company by way of shareholders resolution at a meeting. This convenient facility avoids the necessity for annual and extraordinary general meetings of private companies.

Generally, foreign equity ownership is not restricted and joint venturing with local New Zealand companies is not required. Participation in the news media is one of the few notable prohibitions on foreign ownership.

Our basic New Zealand Company Incorporation Package includes:

• Incorporating a New Zealand Company Limited by Shares & arranging First Resolutions.
• Government Incorporation fee.
• Provision of Registered Office, Registered Agent, Secretary, Letterhead (unprinted), shared use of New Zealand Company Address, P.O. Box, Phone & Fax, yearly in advance.

Schedule of Fees

Basic Fees: New Zealand Company	€ EURO	$ US DOLLAR
Annual License Fee:	included	included
Annual Registered Office fee:	included	included
Annual Registered Agent fee:	included	included
Incorporation Fees:	€-	US$825
TOTAL FIRST YEAR FEES:	€-	US$825
Additional Services:	€ EURO	$US DOLLAR
Corporate Seal	€-	$50
Open Bank Account	€-	US$350
Privee Bancaire Account	€-	US$350
Power of Attorney	€-	US$150
Certificate of Good Standing	€-	US$200
Certified Copy	€-	US$175
“Apostille” per document or set	€-	US$150
Nominee Director	€-	US$250
Nominee Shareholder	€-	US$150
Custody Service	€-	US$250
Annual Fees:	€EURO	$ US DOLLAR
Maintenance Fee	€-	US$400
Nominee Director	€-	US$350
Nominee Shareholder	€-	US$350