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New Zealand

New Zealand is a highly respected jurisdiction with a modern legal framework and rated the most business friendly nation in the world by the World Bank in 2005. Banking services can be offered in and from New Zealand by different types of entities, including but not limited to Registered Banks, Finance Companies, Credit Unions and Building Societies.

Advantages

  • Member of the O.E.C.D. and World Trade Organization
  • Member of the British Commonwealth, English is the main language, has a common law system, and the majority of legislation including trust law is founded on British law
  • Not a member of the EU, and is not influenced by the EU Savings Tax Directive and any future developments (should they be extended to apply to companies or trusts)
  • Signatory to the 1922 Hague Convention and can provide Apostilled documentation as well as Notarized documentation
  • Well developed infrastructure, including a progressive and robust economy
  • No Capital Reserve Requirements
  • For Directors and Shareholders, any residency is accepted and individuals can be of any nationality.
  • Minimum number of Shareholders is one

COMPANY INFORMATION

Name

The "Application for Name Approval" is filed with the Companies Office.

Registered Office

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 Global Administration Limited. 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.

Annual Returns

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.

A Company is not required to file an Annual Return in the calendar year of its incorporation. Companies can apply to the Registrar to vary the month in which they file their Annual Return. A "Shuttle Annual Return" is sent by the Registrar to the company's address for communication, or its registered office one month before the return is due to be filed, or there is also the option to file the Annual Return on-line with the Companies Office.

Directors

If a director of the company has changed or if his/her name or address has changed and the Companies Office has not been advised, amend the details printed on the Annual Return and file a "Notice of Change of Director and Particulars of Directors" with the Annual Return. There is no filing fee payable, however a late filing fee will be payable if the notice is filed more than 20 working days after the change occurred. In the case of a resignation by death, the time for filing your notice of the change runs from the date of notification to the company of the death. If the change involves the appointment of a new director, the company must file that director's consent and a document certifying that he/she is not disqualified from being a director. If no change has occurred, but the pre-printed information does not reflect the last document filed with the Companies Office, amend the Annual Return.

Shareholders

All companies must complete this table by providing the requested information as at the date of the Annual Return.

Annual Meeting

Every company should hold an annual meeting of shareholders once every calendar year.

Company Types

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 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 Finance Company

A New Zealand Finance Company (NZOFC) can offer banking services to both private individuals and corporations worldwide, with no limitations on number of customers, amounts on deposit or number of currencies.

The NZOFC can offer virtually anything a fully licensed bank can offer, but the word "bank" cannot be included in the name. Instead, you can use the words "Savings & Loans", "Bancorp", (Clearing House", "Finance House", "Trust", "Credit", "Financial Services", as some examples.

Activities of an NZOFC can include the following:

  • Deposit taking & lending
  • Debit and credit card services
  • Issuing of financial guarantees and instruments
  • Cash management services
  • Current accounts
  • Cheque (Checking) accounts
  • Savings accounts
  • Term deposits
  • Wire transfer services
  • Payment processing services
  • Fund management
  • Marketing of investments

The Company is required to have a minimum of one director and one shareholder. Directors and shareholders can be legal entities or physical individuals of any nationality and resident anywhere in the world.

The annual tax rate on reported profit is 30%. In addition a 2% levy is paid by the Finance Company on interest payments.