New Zealand is notable for its geographic isolation: it is situated about 2000 km (1250 miles) southeast of Australia across the Tasman Sea, and its closest neighbours to the north are New Caledonia, Fiji and Tonga.
The majority of New Zealand's population is of European descent; the indigenous Māori are the largest minority. Asians and non-Māori Polynesians are also significant minority groups, especially in urban areas. The most commonly spoken language is English.
New Zealand is a developed country that ranks highly in international comparisons on human development, quality of life, life expectancy, literacy, public education, peace, prosperity, economic freedom, ease of doing business, lack of corruption, press freedom, and the protection of civil liberties and political rights. Its cities also consistently rank among the world's most liveable.
Elizabeth II, as the Queen of New Zealand, is the country's head of state and is represented by a ceremonial Governor-General who holds reserve powers. The Queen has no real political influence, and her position is essentially symbolic. Political power is held by the democratically elected Parliament of New Zealand under the leadership of the Prime Minister, who is the head of government.
Average tax rate on income of organizations in New Zealand is 33%. In general, there are three rates of income tax for organizations - 19.5%, 33% and 39%. State tax on goods and services (GST) is charged at a rate of 12,5%. This tax is added to the value of all goods and services in New Zealand.
New Zealand law is based on English common law.
Incorporation of a company in 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 ATRIUM INCORPORATORS .
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 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. 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.
Financial Reporting Act 1993
Auditor and AIL. Resolution that no auditor be appointed. This can apply only where at least 75% ownership of record is in New Zealand, or where the sole shareholder is a New Zealand resident. However, a company can unanimously pass a resolution that no auditor is appointed. If the company has done so, the date on which that resolution was passed should be provided in the date boxes.
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 actioned at an annual meeting should be given.
Failure to file an Annual Return . Companies that fail to file their Annual Returns by the due date are required to pay a late filing penalty. The Registrar of Companies sends a letter to remind companies and directors of companies that their Annual Return is overdue. If no response to that reminder is received, it is presumed that the company has ceased to carry on business and action is commenced to remove the company from the register. It is important to maintain the addresses notified to the Registrar and file your Annual Return on time.
Authorized Company Names
Company names that include words or phrases protected by the Flags, Emblems and Name Protection Act 1981 or by any other enactment will not be approved. These include names having royal, national, international, and commercial or other significance. The Registrar does not consider whether a name could breach any other enactment (e.g. the Fair Trading Act 1986 or the Trade Marks Act 1953). The Fair Trading Act contains a general prohibition against misleading and deceptive conduct. This could include carrying on business under a name that is misleading or deceptive.
Identical or almost identical. Certain words and phrases can be disregarded when determining whether names are identical or almost identical. These words and phrases are: the definite article ("the") when it is the first word in a name.
Suffixes - the following words appearing at the end of a name : "company"; "and company"; "Company Limited"; "Limited"; "Tapui (Limited)"; "Unlimited". The following abbreviations whenever they appear in a name: "&" for "and"; "no" for "number"; "co" or "coy" for "company"; "N.Z." or "NZ" for "New Zealand"; "Bros" for "Brothers”.
Corporate Types
- limited companies
- trusts
Limited Companies
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.
New Zealand Foreign Trust
A New Zealand trust is derived from and is similar to a UK trust. A New Zealand trust, which is settled by a non-resident Settlor and which has no New Zealand sourced income, is not liable for tax in New Zealand. Neither the Settlor, nor the trustee, nor beneficiaries (providing the beneficiaries are non residents) are liable for New Zealand tax.
If New Zealand sourced income is received, then tax is due only on this New Zealand portion of income. A New Zealand registered Corporate Trustee is formed to act as the sole trustee for the trust. World trading will provide tax free income in New Zealand.
The Corporate Trustee has a different function from a trading company or corporation, which is the commonly used structure in other jurisdictions. The Corporate Trustee owns assets and operates the business in a trustee role on behalf of the trust and its beneficiaries. This trust can in turn own the shares or business assets in any existing or newly formed offshore companies, or own the assets directly.
International Treaties
New Zealand subscribes to the following International Treaties: Trademarks: The Paris Convention (Lisbon version); Copyright: The Berne Convention, The Universal Copyright Convention; Patents: The Paris Convention; Designs: The Paris Convention: The Hague Convention on Apostille.
There are requirements relating to the license, manufacture and use of certain products in New Zealand, such as food, drugs, chemicals and toxic substances. These generally require a license to be granted by an authorized regulatory body before products can be exploited in the New Zealand market. There are no statutory or regulatory controls relating to royalties or remission of it from New Zealand, other than deduction of non-resident withholding tax.
New Zealand has agreements on avoidance of double taxation with the following countries: Australia, Belgium, Britain, Germany, Denmark, India, Indonesia, Ireland, Canada, China, Malaysia, Netherlands, Norway, Singapore, USA, Fiji, Philippines, Finland, France, Switzerland, Sweden, South Korea and Japan.
