Before you begin

Which overseas companies must register in New Zealand?

All overseas companies intending to carry on business in New Zealand must register within ten working days of commencing to carry on business (section 334(1) of the Companies Act 1993).

What is meant by 'carrying on business'?

Carrying on business is not specifically defined.  However, section 332(1) of the Companies Act 1993 includes the concept that an overseas company is carrying on business in New Zealand if its activities include:

• Establishing or using a share transfer office or share registration office in New Zealand; or
• Administering, managing or dealing with property in New Zealand as an agent, personal representative or trustee.  These activities may be through its employees or an agent or in any other manner (section 332(a)).
• The following activities do not, on their own, amount to carrying on business:
• Becoming a party to or settling a legal proceeding, claim, or dispute in New Zealand
• Holding meetings of directors or shareholders in New Zealand or carrying on any internal activities in New Zealand
• Maintaining a bank account in New Zealand
• Selling property through an independent contractor in New Zealand
• Creating evidence of a debt or creating a charge on property in New Zealand
• Collecting or securing debts or enforcing security rights in relation to those debts in New Zealand
• Conducting an isolated transaction that is completed within 31 days, where that transaction is not one of a number of similar transactions repeated from time to time
• Investing funds or holding property.

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Why does the register not show the number of shares or shareholders for an overseas company?

Overseas companies are not required to provide the number of shares or shareholders.

Are there any other laws I should consider when registering an overseas company?

Overseas companies that wish to operate in New Zealand should consider the effect on their activities of other New Zealand legislation, including the following:

• Land Transfer Act 1952
• Income Tax Act 1994
• Securities Act 1978
• Overseas Investment Act 1973
• Commerce Act 1986
• Fair Trading Act 1991
• Financial Reporting Act 1993

Important information

This is not a complete list and professional advice should be obtained to ensure that all legislation is complied with.  New Zealand legislation can be viewed online at www.legislation.govt.nz.