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Open a company in New Zealand

About New Zealand / July 28, 2016

Every company must have at least one director that lives in New Zealand or lives in Australia and is a director of a company incorporated in Australia.

A person can't be a director of a company if they are:

  • under 18 years of age
  • an undischarged bankrupt
  • otherwise prohibited from directing, promoting or participating in the management of a company under any statutory provisions.
    Read more about who can't be a director.

The ‘live in New Zealand’ requirement for a director

On 1 May 2015 section 10(d) of the Companies Act 1993 was amended to require all companies to have one or more directors, of whom at least one must either:

  • live in New Zealand; or
  • live in an enforcement country and be a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country.

Australia has been prescribed as an ‘enforcement country’ by Regulation 12 of the Companies Act 1993 Regulations 1994.

The term ‘live in New Zealand’ is not defined in the Act. The Registrar of Companies interprets this on the basis that a director lives in New Zealand if he or she is present in New Zealand for more than 183 days in total in a 12-month period.

If the director is not present in New Zealand for that period, that does not mean that the Registrar automatically considers that section 10(d) cannot be satisfied. The Registrar will consider a number of factors in determining that issue. The policy behind the amendment to section 10 is to ensure the capacity to enforce obligations on companies and their directors so the Registrar will consider such matters as the actual time the director spends in New Zealand, the director's connection and ties to New Zealand and the manner of the director's living when in New Zealand. No one factor will be determinative. The key issue the Registrar considers is whether the combination of those factors is such that obligations can be enforced against the company and the director. This approach is consistent with the Court’s recent consideration of section 10(d) in Carr [2016] NZHC 1470 [PDF 400KB].

Persons intending to incorporate a new company will need to consider if at least one director will meet the requirements in section 10(d). If this is doubtful then legal advice should be sought and consideration could be given to appointing an additional director who will meet the requirements should be appointed before the company is incorporated.

Director details

For each director, you need to provide their:

  • full legal name,
  • date and place of birth and
  • residential address.

Residential address

The director's residential address must be a physical address (street address) and can't be a postal address such as a PO Box, Private Bag or DX address.

Note | Address verification (PAF)

The system will check the address entered to ensure it matches an address recorded on the NZ Post database. If the address you want to enter is not yet included in that database, you will have the option of entering it manually.

Email and phone numbers

There are optional fields to notify us of the director's email address, phone, mobile and fax numbers.

We recommend you provide an email address as the Registrar may use this to communicate with the company and its directors.

IRD number

If you chose to register for tax, you will also need to provide the IRD number of each director (if they have one).

Note | Banned and disqualified directors

There are some restrictions regarding who can be a director of a company, for example.

  • A person who is a banned director, banned manager or undischarged bankrupt can't be a director of a company. Our system automatically checks this when you submit the director details. A warning will appear on screen alerting you if a director you have listed is banned or is an undischarged bankrupt.

Where the person being appointed as a director has a similar name to a banned director, this may trigger an alert and you'll need to confirm that they are not the prohibited person in order to continue.

Source: www.companiesoffice.govt.nz