New Zealand company incorporation

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GROUP LTD                                                                                                LIABILITY COMPANIES
In the last few decades, New Zealand has become an attractive option for the international financial     A New Zealand Limited Liability
planning community, specifically in regards to high-net worth clients.                                   Company is recognized as having come
                                                                                                         into existence after it is incorporated
                                                                                                         under the Companies Act 1993. Upon
Despite the amateur publications of recent years, New Zealand is not a tax haven or offshore
                                                                                                         completion of incorporation it is
jurisdiction, it never has been nor is it planning to be. New Zealand is a developed Western country:    henceforth recognized in law as an
member of the Commonwealth of Nations, United Nations, World Bank, World Trade Organization,             independent legal entity. This means
                                                                                                         that it is treated as being a separate
Organization for Economic Co-operation and Development, International Monetary Fund, Asia
                                                                                                         ”body” from its directors and
Pacific Economic Cooperation. New Zealand participating in a number of free trade agreements, of         shareholders. Therefore, as a legal
which the most important are the China-New Zealand Free Trade Agreement (the only                        entity, it can do many of the same
comprehensive free trade agreement China has entered into with a developed country) and Closer           things as a natural person – e.g. hold
                                                                                                         property in its own name, enter into
Economic Relations with Australia. It does not face any blacklisting or sanctions by any international   contracts, etc
regulatory or fiscal bodies.

  Every New Zealand Company has certain                   For other changes (e.g. new
  basic elements:                                         director’s address) notification must
                                                          be given within 20 working days of
  1.   A name, which has been reserved by                 the company first becoming aware of
       the Registrar of Companies.                        the change or event.                       New Zealand
                                                                                                     New Zealand is an island nation located
       To register a New Zealand company                  It is deemed an offence under the          2000 kilometers south-east of Australia.
       or an overseas company under a                     Companies Act 1993 (Section 159) if        It is comprised of two primary
       name, that name has to be approved                 these requirements are not complied        landmasses, known as the North and
       and reserved by the Registrar                      with.                                      South Islands, and a significant number
       (sections 20 & 333(1) Companies Act                                                           of smaller islands. The largest city in
       1993). Thereafter, a company may                   Any new director must give consent         New Zealand is Auckland, in the top
       choose to change its name. The                     to act as a director and to also certify   half of the North Island, while the
       name must be comprised entirely                    that he/she is not disqualified from       capital, Wellington, lies in the Southern
       from the English alphabet and                      being appointed or holding office as a     tip of the northern island. The land
       include word LIMITED.                              director.                                  mass of New Zealand consists of
                                                                                                     368,680 square kilometers, making it
  2.   Issued capital of one or more share.               As your authorized accountant, AMG         the 75th biggest nation in the world
                                                          may provide service of Non-                and covers 0.18% of the world's
  3.   One or more shareholder (any                       executive Directorship for your new        surface.
       nationality, private or corporate).                Company.
                                                                                                     New Zealand Gross Domestic Product
                                                                                                     per capita is $30,234, comparable to
  4.   One or more directors (any                    5.   Address for the Registered Office and
                                                                                                     Hong Kong, Italy and Spain. The total
       nationality, private).                             Address for Service in New Zealand.
                                                                                                     GDP for the nation is USD$128.1 billion.
       A person is ineligible to be a director
                                                                                                     As a country that exports nearly a
       of a company if he/she is:                         Additionally, the Registrar also           quarter of its annual output, New
                                                          requests that an Address for               Zealand is heavily dependent on trade.
          under 18 years of age; or                      Communications be provided.                Subsequently New Zealand holds a
          an undischarged bankrupt; or                                                              number of Free-Trade Agreements such
          prohibited    from      directing,             All documentation kept at the              as the Trans Pacific Economic
           promoting, or participating in                 Registered Office address must be          Partnership between New Zealand,
           the management of a company                    available for inspection and audit on      Singapore, Chile and Brunei, there are
           under any statutory provisions;                the first request of the New Zealand       talks of Australia, Peru and the United
           or                                             authorities.                               States joining also. Along with Australia,
          subject to a property order                                                               New Zealand holds free trade deals
           made under sections 30 or 31 of                The Registered Office and Address          with Vietnam, Thailand, Singapore,
           the Protection of Personal and                 for Service need not be at the same        Philippines, Myanmar, Malaysia, Laos,
                                                          place or even at the company's place       Indonesia, Cambodia, Brunei
           Property Rights Act 1988; or
                                                                                                     Darussalam, as the nations of The
          not qualified pursuant to the                  of business. Although, it is required
                                                          that they are at a physical address,       Association of Southeast Asian Nations.
           constitution of a particular                                                              New Zealand is also a respected
           company.                                       not a postal centre or document
                                                                                                     member of APEC.
                                                          exchange. However, the address for
       The Registrar must be notified to any              communications can be a postal
                                                                                                     The New Zealand economy draws
       changes in the directorship of the                 address. These addresses are the first
                                                                                                     heavily on the service industry (tertiary
       company or information, which                      notified to the Registrar on the           sector), which produces nearly 70% of
       relates to the director(s).                        application for incorporation.             its GDP annually; this is followed by
                                                                                                     manufacture and construction
       New appointments or resignations of                To change the Registered Office or         (secondary sector) at 27%; and the rest
       a director must be notified within 20              Address for Service, the company           in the farming and raw material
       working days of the appointment                    must notify the Registrar, with the        industry (primary sector). Due to the
       being made or resignation coming                   change and the date of the change,         reputation of New Zealand as a holiday
       into effect.                                       at least 5 days before it comes into       destination, 8.9% of the New Zealand
                                                          effect.                                    GDP comes from services centered
                                                                                                     around the tourism industry. Estimates
                                                 As your authorized accountant, AMG can              have placed the increase of tourists to
                                                 provide you with a Registered Office address.       New Zealand as rising by 4% each, until
Books, Records and Registers

    The Companies Act 1993 mandates             the locations of each register must be
    that a company is required to keep          delivered to the Registrar within 10
    and maintain certain records,               working days post the division of the
    including the constitution (if the          original register. In the case that the
    company has adopted one), minutes           Share Register is undivided, it is         New Zealand
    of both the shareholders’ and               considered to be the company's             New Zealand is a developed country in
    directors’ meetings, the financial          principal register and must therefore      all understandings of the term. The
    statements, accounting records, the         be kept at its Registered Office. In the   banking, economic and infrastructure
    share register, etc.                        case of share register division, it may    system ranks amongst the best in the
                                                be kept elsewhere.                         world. New Zealand has a thorough,
    Under normal business practice these                                                   complete and tested set of laws
    records are kept at the company’s           Accounting Records                         relating to its economic system, along
    Registered Office. Any change in the                                                   with its own perks and unique features
    record’s permanent keeping requires         All active companies have to prepare       like New Zealand Foreign Trusts.
    a notification of change of address, at     Financial    Statements      annually.
    least 5 days before it is carried out.      Further, these Financial Statements        While due to its reliance on foreign
                                                must be audited unless agreed              trade New Zealand can be exposed to
                                                otherwise      by     all    company       price fluctuations on equity markets,
    Share Register                                                                         the country is highly stable in all other
                                                shareholders. In the case that an
    A share register must be maintained                                                    aspects of its economic structure. New
                                                auditor is required, the appointment
    by a company, it must record the                                                       Zealand has been relatively unscathed
                                                must be made at the Annual
    shares issued by the company and                                                       by     the     economic       turbulence
                                                Meeting. Companies that are
    also state:                                                                            experienced by many world markets
                                                required to file Financial Statements
          What           restrictions     or                                              since the year 2000. Namely, New
                                                under the Financial Reporting Act
              limitations on their transfer,                                               Zealand and neighboring Australia did
                                                1993 are always required to appoint
              if any; and                                                                  not face recessions like the United
                                                an Auditor.
          The         location     of    the                                              States. More recently, unlike many
              documents that state the                                                     developed nations of the world, New
                                                It is the responsibility of the board of   Zealand felt no serious repercussions
              restrictions             and/or
                                                the company to ensure that                 from the 2008 financial market
                                                accounting records are kept, and that      breakdown. This was due heavily to
                                               they:                                      New Zealand's low reliance on foreign
    The share register must also record
                                                       Accurately        record     the   debt markets and the active
    an alphabetical list of the:
                                                           company's transactions and      preventative measures taken by the
          Name(s)             of        each              adequately explain them;        New Zealand government.
              shareholder, and
                                                       Allow the financial position
          Last known address of each                      of the company to be            While New Zealand does not have one
              shareholder, and                             accurately determined at        ultimate constitution, it does have a
          Number of shares held by                        any time;                       formal statement of constitutional
              each shareholder                         Enable the directors to            structure in the Constitution Act 1986.
                                                                                           Further, the effective constitution of
                                                           ensure that the company's
    (Note: this includes both the current                                                  New Zealand consists of a number of
                                                           financial statements comply
    shareholders and those who have                                                        statues, Treatise, court decisions,
                                                           with the Financial Reporting
    been shareholders within the last 10                                                   Letters patent and conventions. Prior to
                                                           Act 1993; and                   2004 New Zealand's highest court was
                                                       Allow the proper auditing of       the Privy Council in London, although
                                                           the company's Financial         since the passing of the Supreme Court
    The share issues date, repurchases or
                                                           Statements, in a timely         Act 2003 it has been the Supreme Court
    redemptions and share transfers
                                                           manner.                         of New Zealand.
    must also be shown.
                                                Please note that dormant (non-
    An agent, your lawyer or your
                                                active, non-trading) companies are
    accountant may maintain the share
                                                not required to keep accounting
    register for your company.
    The company’s constitution may also
    provides that the share register may
                                                As your authorized accountants,
    be divided into two or more
                                                AMG is able to provide a full range
    registers, which are subsequently
                                                of accounting and taxation service.
    kept in varying locations. Notice of
                                                                                  New Zealand
                                                                                  New Zealand is a constitutional
                                                                                  monarchy with a parliamentary
                                                                                  democracy. The parliament building
                                                                                  resides in the capital, Wellington, in a
                                                                                  building dubbed "The Beehive". Queen
                                                                                  Elizabeth II is currently the Queen of
                                                                                  New Zealand, although is represented
                                                                                  by Governor-General Anand Satyanand.
                                                                                  The Governor General of New Zealand
                                                                                  is able to exercise a certain number of
                                                                                  reserve powers like the appointment
                                                                                  and dismissal of Governors and Prime
                                                                                  Ministers, dissolving of Parliament, and
                                                                                  refusing the Prime-Minister's request
                                                                                  for an election. In a ceremonial sense
The Constitution                         Annual Return and Annual Filing          the Governor-General is the de-facto
                                         Obligations                              head of state, as such the position
A constitution is not required for a                                              entitles its bearer the same privilege
                                         In their designated months, all          and status as that of the actual head of
New Zealand registered company.
                                         companies must file an annual            state. The position entails with itself
Companies that opt to incorporate
                                         return, although a company is not        the further role of Commander-in-Chief
without a constitution will have their
                                         required to file an annual return in     of the Defense Force. This leads to
internal procedures automatically                                                 interesting hypothetical constitutional
                                         the     calendar     year    of    its
governed by the Companies Act                                                     arguments, in regards to what exact
                                         incorporation.      To       continue
1993. Your options for incorporation                                              role is played by the Governor-General
                                         maintaining its registration with the
for a new company are:                                                            if their wishes happen to differ from
                                         Companies Office, a company must
                                         file an Annual Return each year. In      that of the Prime-Minister, but due to
        Preparing     your     own                                               New Zealand's peaceful history and
                                         the case that an Annual Return has
         company constitution                                                     nature this has never had to be tested.
                                         not been filed by the due date, the
        Using       a      standard
                                         company faces the risks of removal
         constitution provided by                                                 While due to its reliance on foreign
                                         from the New Zealand Register of
         Abaconda      Management                                                 trade New Zealand can be exposed to
                                         Companies. The filing of the Annual      price fluctuations on equity markets,
                                         Return is also considered as an          the country is highly stable in all other
        Incorporation without a         opportunity to confirm and/or
         constitution.                                                            aspects of its economic structure. New
                                         update any company information           Zealand has been relatively unscathed
                                         held on the Register of Companies.       by     the     economic       turbulence
Annual Meetings
                                                                                  experienced by many world markets
Every company must hold an Annual        Please visit our online questioner       since the year 2000. Namely, New
Meeting once every calendar year.        located                          at      Zealand and neighboring Australia did
Within 6 month of a company’s           not face recessions like the United
balance date they are required to        to check New Zealand Company's           States. More recently, unlike many
hold the meeting, it must also be no     Annual Filing Obligations under the      developed nations of the world, New
later than 15 months after the           Companies Act 1993, Financial            Zealand felt no serious repercussions
previous annual meeting.                 Reporting Act 1993 and Income Tax        from the 2008 financial market
                                         Act 2004.                                breakdown. This was due heavily to
                                                                                  New Zealand's low reliance on foreign
While it is not required for a
                                         As your authorized accountants,          debt markets and the active
company to hold its first annual
                                                                                  preventative measures taken by the
meeting in the calendar year of          AMG can complete all your filing
                                                                                  New Zealand government.
incorporation, it is a requirement to    obligations on your behalf.
hold one within the first 18 month of
incorporation.                           As an AMG client your new company        Facts about New Zealand
                                         will be linked to our tax agency         Population: 4,173,000 people
As your authorized accountants,          within the New Zealand Inland            Language: English, Maori, Sign
AMG could provide you with a             Revenue Department, and will             Language
Corporate Secretary service, to          receive significant extensions of time   Capital: Wellington
perform annual meetings.                 to pay your tax obligations.             Government Type: parliamentary
                                                                                  Land Area: 268,680 square kilometers
                                                                                  Coastline: 15,134 kilometers
                                                                                  Natural resources: natural gas, iron
                                                                                  ore, sand, coal, timber, gold, limestone
                                                                                  GDP-per capita: USD$30,234
Process of Company Registration with Abaconda
Management Group

  1.   The initial step in the incorporation                   In    the case         that your       chosen
       of a company is the reservation of its                  Company name is unavailable, we
       name.                                                   will inform you as to the reason that            Before proceeding, make
                                                               it was declined. Otherwise, the                  sure you have all of the
       We suggest that before you complete                                                                      following:
                                                               Companies Office will issue a letter of
       the application, you use our free
                                                               confirmation, stating that the name
       service                                       at                                                            The Name(s) of the Director(s)
                                                               has been reserved.                                                                             and their residential address
                                                                                                                    (must have at least one
       to check the New Zealand Register of               5.   We will send you an email containing
       Companies for an identical or nearly                    the        official      director(s)       and
       identical name. Technical limitations                   shareholder(s) Consent Forms. These                 The number of shares (must
       prohibit us from guaranteeing 100%                      need to be printed off, signed by the                have at least one share).
       that any particular result of this                      appropriate             director(s)        and
                                                                                                                   The names and address of the
       search is not already in use. It is                     shareholder(s) and faxed back to the                 Shareholder(s) (must have at
       recommended that you try and check                      number on the form or emailed back                   least one shareholder).
       for keywords or names similar to the                    to us. Once these forms have been
       one you have already chosen.                            received and accepted by New                        The Registered Office, Address
                                                                                                                    for Service and Address for
                                                               Zealand Register of Companies, the
  2.   The Application Form, located at                                                                             Communication        for     the
                                                               company will be incorporated and                     company (AMG may provide
                                                               the Certificate of Incorporation will                for our authorised clients).
       008.pdf or attached to this brochure,
                                                               be issued by New Zealand the
       is to be filled in next and returned to                                                                     The place of business and
                                                               Register of Companies.
       us. A scanned email copy of the                                                                              main business activity of the
                                                                                                                    new company.
       signed application is also acceptable.                  The New Zealand company formation
                                                               procedure typically takes less than 24              The Company        Constitution
  3.   An invoice will be issued to you via
                                                               hours, and this depends largely on                   (optional).
       email when we receive and accept
                                                               how fast you sign and return the
       your      application.        Your   payment
                                                               Consent Forms (p.5 above). In most
       options      are    Credit       Card,      Wire
                                                               cases we are able to complete a
       Transfer, or Bank Transfer.
                                                               company formation within one hour.

  4.   Next, your chosen Company name
                                                               Upon       the        completion      of   the
       will be checked manually and we will
                                                               registration process, the ordered set
       advise you as to the results.
                                                               of documents will be delivered to
                                                               you. Please check the Company
       Your order will be processed once
                                                               Incorporation Packages for more
       your      payment        is    received     and
       confirmed.         The        name   will    be
       reserved and an application with the
       New Zealand Register of Companies
       will be lodged.
                                                                                                    Due Diligence Requirements
                                                                                                    As    Corporate    Accountants    and
                                                                                                    registered Tax Agents we will provide
                                                                                                    company formation service and any of
                                                                                                    the above mentioned services to our
                                                                                                    Authorised Clients only, subsequently
                                                                                                    you must sign an Authorisation Form
                                                                                                    before we can commence any work.
                                                                                                    While this may seem as an
                                                                                                    inconvenience, it is nothing short of
                                                                                                    necessity      when        conducting
                                                                                                    international business in today’s
                                                                                                    environment and is an integral part in
                                                                                                    maintaining    the    integrity   and
                                                                                                    reputation of the New Zealand, our
                                                                                                    own reputation and reputation of your
As an indicator of potentially provide              As corporative accountant and tax agent         new Company.
documents, please inspect the following list of     for your newly registered Company, we
possible services.                                  are legally entitled to keep on our             Please note, it is a Tax Regulation of
                                                    premises a full set of Company’s                New Zealand requirement that all
        Certificate of the Incorporation;          Documents and Registers as per the              companies must be registered with the
        Company Constitution;                      requirements of the Law of New Zealand.         New      Zealand     Inland    Revenue
        Company Meeting Minutes;                   In this case, our address may be                Department.       This registration is
        Copy of Register of Shares Issued and      indicated as your Registered Office in          included in the price estimation above
         Payment Made;                              your Registers, and may be used for the         and is mandatory for Trading and Non-
        Copy of Share Register;                    further    communication      with    all       trading companies.
        Copy of Register of Address for            Government departments (although no
                                                    mail forwarding, nor any office service).       In dealing with our Client we accept
                                                    At your request we will keep your               written instruction in English only,
        Copy of Register of Directors;                                                             signed by Director(s) or Authorised
        Copy of Register of Address of             Registers for the current financial year
                                                                                                    Agent of the Company.
         Service;                                   only (till 31th day of the following
        Copy of Register of Registered Office;     March).                                         We would appreciate you providing us
        Copy of Register of Address for                                                            with a general description as to the
         Communication;                                                                             proposed activities of the Company and
        Name Reservation Certificate;                                                              copies of valid photo IDs of the
        Confirmation Letter;                                                                       Director(s) and Shareholder(s) for all
        Company Extract;                                                                           our new Clients. Please rest assured
                                                                                                    that all of the information you provide
        Consent of Shareholder;
                                                                                                    to us will be kept in complete
        Consent of Director;                                                                       confidentiality.
        Inland       Revenue      Department
        Goods and Service Tax Registration;
        Non-Trading Form;
         Non-Active Form;
         Tax      Agent      and    Accountant
         Authorization Form;
        Guide to your New Zealand company.       Before we can proceed with the formation of a new company, we require that
                                                  payment is received and confirmed in full. We may apply monthly payment terms
    At your request, the set of documents         under certain conditions for our regular clients, but we cannot extend this offer to
    may be certified by Public Notary, and/or     first-time or individual requests.
    Apostille (by New Zealand Department of
    Internal Affairs) may be affixed.             Since we are offering non-tangible irrevocable goods and service we do not issue
                                                  refunds after your order is accepted by us. Those exclusions do not limit any rights
                                                  you may have under the Consumer Guarantees Act 1993.
                                                             Legal Disclaimer
                                                             Neither this brochure nor our website
                                                             provides neither tax, nor legal or
                                                             accounting advice. Please do not
                                                             confuse the information given in our
                                                             brochures,        websites       and
                                                             communications with a professional
                                                             consultation. Further, this brochure
                                                             should not be construed as a
                                                             solicitation or offering of company
                                                             formation or any other service of
                                                             Abaconda Management Group Ltd.

Abaconda Management Group

Office 3, 556 Cameron Rd,
Tauranga South
New Zealand

+64 9 88 9 22 77

                                    © All rights reserved. Abaconda Management Group Ltd.

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Description: Company incorporation and registration in New Zealand.