Manage an overseas company in New Zealand

• Overseas companies must register on our Overseas Register if they wish to conduct business in New Zealand.
• The Companies Act 1993 defines an overseas company as "a body corporate that is incorporated outside New Zealand" (section 2(1)).  The law that applies to them is that of their home country, but they are recognised by New Zealand on the principle of 'comity of nations' (courteous respect by one nation for the laws and institutions of another).
• The registration system is designed to enable New Zealand creditors to sue an overseas company in New Zealand, rather than forcing them to sue in the country's home jurisdiction.  This avoids attendant costs, delays, possible language problems and uncertainty due to a different legal system.
• An overseas company's assets in New Zealand can be liquidated for the benefit of creditors.
• All registered overseas companies are required to file financial statements under the Financial Reporting Act 1993.
• Amendments were made to the Companies Act 1993 in late 2006 and the section covering the provision of documents by Australian overseas companies is set out in section 343A.  This section states:
  
  "An overseas company is not required to give information, notice of information, or a copy of a document to the Registrar under this part if -
  (a)  the overseas company is incorporated in a prescribed country, state, or territory outside New Zealand; and
  (b) the information or a copy of the document has been given to, or is held by, a body or person in that country, state, or territory whose functions correspond to those of the Registrar; and
  (c) the information or document is of a class that is prescribed for the purposes of this section."
  
  The Companies Act 1993 Regulations 1994 were also amended to include a regulation regarding documents from a prescribed country (see regulation 4A).  To date, only Australia has been made a prescribed country.

Important information

This information is for guidance only.  We recommend you seek professional advice on all aspects of setting up a company in New Zealand.

Further information