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Register an overseas company

An overseas company can operate in New Zealand in one of three ways:

1. Subsidiary (New Zealand company on the New Zealand register)

A subsidiary company is like a 'child' that is a wholly owned subsidiary of a 'parent' (overseas company). You can establish a wholly owned New Zealand subsidiary by registering a New Zealand company with 100% shareholding held by the overseas company.

2. Branch (the New Zealand operations of an overseas company on the New Zealand overseas register)

A branch means the New Zealand operations of an Overseas Company. It is not a separate legal entity. The company incorporation is still held under another country's jurisdiction, but the New Zealand operations are governed by New Zealand law.

Part XVIII of the Companies Act 1993 (sections 332 to 337) allows overseas companies to establish and register a branch operation in New Zealand on the Overseas Register.

3. Become a New Zealand company (transferring incorporation from another country to the New Zealand register)

This option allows an overseas company to abandon its country of incorporation and transfer its incorporation to the New Zealand Companies Office Register. A company can transfer its incorporation from the country in which it is registered to New Zealand under Part XIX of the Act and become a New Zealand company by registering under Part II of the Companies Act 1993 (sections 344 to 349 and 11 to 15).

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Step by step instructions

Step one: Before you can apply for registration, you need to reserve the company name
Step two: Complete the application documents. There are three options for overseas company carrying on business in New Zealand:
- Option one: Register a subsidiary on the New Zealand register
- Option two: Register a branch on the New Zealand overseas companies register
- Option three: Transfer incorporation from another country to the New Zealand register
Step three: How to register your application documents

Step one: Reserve the name

All company names must be reserved before registration. To reserve a name you should lodge an online application. Applying to reserve a name costs just NZ$10.

Note | When you register a company on the Overseas Register you need to reserve the exact name of the company as it is registered in its country of incorporation.

Reserve a name online now.

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Step two: Complete the application documents

Option one: Subsidiary (companies registering under Part II Companies Act 1993)

Choose this option to register a New Zealand 'child' company on the New Zealand Register as a wholly owned subsidiary of the overseas 'parent' company.

A subsidiary company registration process is identical to registering a New Zealand company, it must have a name, one or more shares, one or more shareholders with limited or unlimited liability for the company's obligations, and one or more directors.

This process can be completed using the online service. Read more....

Option two: Branch (companies registering under Part XVIII Companies Act 1993)

Choose this option to register a company on the Overseas Register. Effectively you are registering a 'branch' of the overseas company.

Australian overseas company

To register an Australian company as an overseas company either:

Other overseas company

Complete Form 16 - Application for registration of an overseas company on the Overseas Register (NZ$250) and send the completed form with the prescribed fee to the Registrar of Companies. The address is on the form.

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If filing the manual form 'Form 16 - Application for registration of an overseas company on the Overseas Register' the following information will be required:

The full name of the overseas company.
The full names and residential addresses of the directors at the date of application. Note - This information is not required if the company is incorporated in Australia.
The full address of its place of business in New Zealand. If it has more than one, then the principal place of business must be given.
The full name and address of one or more persons resident or incorporated in New Zealand who are authorised to accept service of documents for the company.
Each applicant must sign the application.

Each application must be accompanied by:

Evidence of the company’s incorporation overseas and a copy of its constitutional document. If these documents are not in English, then an English translation is required, certified in accordance with the regulations made under the Act. Note - This information is not required if the company is incorporated in Australia.
A notice of reservation of name.
A fee of NZ$250. Please make your cheque payable to 'Ministry of Economic Development'.

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Option three: New Zealand incorporation (companies transferring registration to New Zealand under Part XIX Companies Act 1993)

Choose this option to transfer incorporation of an overseas company to the New Zealand register. This method allows an overseas company to abandon their country of incorporation and transfer its incorporation to the New Zealand Companies Office Register.

An overseas company may be registered under Part II of the Companies Act 1993 if:

The law in its country of incorporation allows companies to transfer to another jurisdiction.
The company has complied with those laws.
The transfer has been consented to by at least 75% of the company’s shareholders, or by the percentage required in its country of incorporation (section 346).

An overseas company cannot be registered under Part II of the Companies Act 1993 if:

It is in liquidation, or a receiver or manager has been appointed for the company; or
It has entered into a compromise or arrangement with creditors, or
There is an application before the Court to put the company into liquidation or to approve a compromise or arrangement with its creditors, or
It cannot satisfy the ‘solvency test’ immediately after registration. This test is defined in the Act and means that the company must be able to pay its debts as they become due in the normal course of business, and that the value of its assets must be greater than the value of its liabilities including contingent liabilities (section 347).

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Apply to transfer your company incorporation to New Zealand on the prescribed form (Form 20 - Application by overseas company to register as a company under the Companies Act 1993) and send your application, along with the prescribed fee, to the Registrar of Companies. The address is on the form.

The application must be accompanied by:

A certified copy of the company’s certificate of incorporation or other evidence of its incorporation
A certified copy of its constitution, (if it has one)
Evidence that the company is not prevented from being registered under the Act. This should consist of a written statement by a director of the company and should state:
- That the proposed transfer of registration from (name of country) to New Zealand is authorised by the law in that country.
- The name of the Act or Regulation that authorises the transfer.
- That the company has complied with the law in that country and that the transfer has been approved by at least 75% of the company’s shareholders (or by the percentage required in that country).
- That the company is not in receivership or liquidation and has not entered into a compromise or arrangement.
- That there is no undetermined application before the Court, in its country of incorporation or in New Zealand, to put the company into liquidation or wind it up, or to approve a compromise or arrangement.
- That the company can satisfy the solvency test immediately after registration
The documents and information required to register a company under Part II of the Companies Act 1993.
A copy of the Act or Regulations or an extract from the relevant part of the Act or Regulations that authorises the transfer of incorporation.
A certified English translation of any document or documents to be filed under Part XIX that is not already written in English.
A fee of NZ$250. Please make your cheque payable to 'Ministry of Economic Development'.
Any other documents or information the Registrar may require.