Registration

Registration requirements of overseas companies


What is an overseas company?
An overseas company is defined in the Companies Act 1993 as a body corporate that is incorporated outside New Zealand.

When should an overseas company register in New Zealand?
Any overseas company that is carrying on business in New Zealand must register (see below) within ten working days of commencing that business. Under the Companies Act 1993 a company is deemed to be carrying on business if its activities include:

Establishing or using a share transfer or registration office in New Zealand.
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.

Undertaking one of the following activities in New Zealand does not, on its own, amount to carrying on business:

Becoming a party to or settling a legal proceeding, claim, or dispute,
Holding meetings of directors or shareholders or carrying on any other activities concerning its internal affairs, Selling property through an independent contractor, Maintaining a bank account, Soliciting or procuring an order that becomes a binding contract only if the order is accepted outside New Zealand,
Creating evidence of a debt or a charge on property,
Collecting or securing debts or enforcing its rights in relation to securities, Conducting an isolated transaction that is completed within 31 days, where that transaction is not one of a number of similar transactions, or
Investing funds or holding property.


You should seek advice regarding what constitutes carrying on business in specific cases.

How can an overseas company comply with New Zealand registration requirements? An overseas company can do this in one of three ways:
1.
By establishing a branch operation in New Zealand and registering it as an overseas company on the overseas register under Part XVIII of the Act.
2:
By establishing a wholly owned New Zealand subsidiary company and registering the subsidiary as a New Zealand company under Part 11 of the Act.
3.
By transferring its incorporation from the country in which it is registered to New Zealand under Part XIX of the Act and becoming a New Zealand company by registering under Part 11 of the Act. Source: New Zealand Companies Office BulletinApril 2001 may - june 2001


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