Business entities in New Zealand in 2024

pay fee by instalmentsbusiness setup without travelGuaranteed solutions

Healy Consultants will assist our Clients engineer the optimal New Zealand corporate structure. There are several ways of doing business in New Zealand, the most common being the setting up of an LLC. Alternatively, our foreign Clients can also establish a look-through company or, if they already run a foreign company, a branch and a representative office.

  • Doing business in New Zealand with a local entity

    • The New Zealand limited liability company (closed limited company)

      • Multinationals wishing to set up a subsidiary in New Zealand will use the simple limited liability company requiring i) paid up share capital of just US$1 and ii) just 1 shareholder and 1 director but iii) one resident director (Australia or New Zealand). The registration process with the New Zealand Companies Office is straightforward and can be completed within 1 week. Such type of business entity is also the perfect choice for a foreign corporation willing to register a subsidiary in New Zealand;
      • After New Zealand company setup, annual audited financial statements and tax returns are to be submitted to the Inland Revenue Department. A New Zealand limited liability company is considered resident for tax purposes, so corporation tax on all its net profits amounts to 28%;
      • Best uses: the New Zealand limited liability company is a flexible vehicle to do business in New Zealand and is almost always fit for the expected activities of our Clients.
    • The New Zealand public limited company (open limited company)

      • To give their company a marketing edge, Healy Consultants recommends our Clients establish a New Zealand PLC instead of an LLC, which can be done just by allowing for the issuance of new shares in the company’s articles of incorporation. There are no additional administrative or capital requirements compared to an LLC. Corporation tax on net profits also amounts to 28%;
      • Best uses: the New Zealand public limited company is fit when our Clients are planning to finance their business by raising capital through private/public equity issuance.
    • The New Zealand limited partnership

      • A New Zealand limited partnership can be registered by a minimum of two partners, amongst whom at least one general partner who will be subject to unlimited liability against the partnership’s losses. It is however possible to appoint a corporate as general partner so that the beneficial owner(s) still enjoy limited liability. The other “limited” partners are only liable to their contribution to the partnership;
      • Partnerships are tax transparent entities, in the sense that all earnings channeling through them are subject to income tax when they are distributed to the partners, at the end of the partnership’s financial year. Partnerships are still required to prepare and file an annual tax return, and may be also required to register for GST;
      • It is also possible to register in New Zealand an overseas partnership. Unlike New Zealand limited partnerships, there is then no requirement to appoint a general partner ordinarily resident in New Zealand, provided that the overseas partnership has one resident representative in New Zealand;
      • Best uses: using a limited partnership is a good solution when our Clients already have a local partner willing to act as general partner. It is also possible to register a branch of an overseas partnership, as described above.
    • The New Zealand foreign trust

      • Trusts are most commonly used by our Clients i) in need of wealth management services or ii) willing to provide such services. This contract enables to transfer property over assets such as i) real estate ii) shares and other securities and iii) art, antiques jewelry and other kind of alternative assets. The trust agreement will appoint i) a “trustee”, who will manage these assets in accordance with the trust’s rules and ii) “beneficiaries” receiving earnings generated by the assets and who may include the assets’ initial owner(s), but also other people;
      • Our Clients may also choose to register a private trustee company (PTC) in order to provide i) wealth management services to their Clients and ii) raise and invest funds. The private trustee company, a subtype of limited liability company serving as a trustee for one or many trust agreements, is indeed very easy to setup in New Zealand;
      • In accordance with the New Zealand Trustee Act of 1956, a New Zealand trust must have at least one individual or professional licensed trustee in New Zealand from the date of its formation. Healy Consultants Group will supply a professional New Zealand resident trustee to manage the trust assets on our Client’s behalf;
      • The trustee’s responsibilities include i) day-to-day management of the trust’s assets ii) managing trust distributions iii) accepting new trust assets iv) maintaining the trust’s statutory records and v) conducting the trust’s annual review. Our annual trustee fee is the standard fee for a standard, vanilla trust;
      • For more complex structures, trust management services or assets of high-risk nature, Healy Consultants Group may revert for additional fees for professional trustees services;
      • Healy Consultants Group is happy to assist in setting up a New Zealand trust for our Clients for a fee of US$35,750 (link to invoice). Prices quoted are applicable to trusts with total assets of less than US$5 million;
      • Each foreign trust is required to complete i) FTDR return filing ii) compliance reporting and iii) tax filing to New Zealand Inland Revenue Department. If required, Healy Consultants Group can assist in preparing financial statements, tax returns and filings, assist in completing compliance reporting, and preparing the FTDR return & filing;
      • Best uses: setting up a New Zealand trust is an efficient way to reduce taxation for our foreign Clients as foreign-sourced assets and earnings remitted to a trust will be 100% tax exempt in New Zealand, as long as the income generated by the trust is not distributed to the beneficiaries. Endowing their assets to a trust will also protect their assets against i) inheritance tax ii) potential expropriation by their country’s government and iii) potential claimants in business and family disputes.
  • Doing business in New Zealand with a foreign entity

    • The New Zealand branch office

      • New Zealand’s Companies Act allows foreign companies to register branch offices in New Zealand, with an independent management team and a corporate bank account based in the country. Registration of this business entity follows similar procedures to those involved for the setup of a limited liability company, including the need to provide the authorities with i) a registered address and ii) a resident administrative agent;
      • All New Zealand branch offices are required i) to provide the company register with an annual update regarding the branch’s particulars and ii) to file annual audited financial statements including both the branch’s accounts and its parent company’s. New Zealand sourced income of a branch of a foreign company is subject to local corporation tax of 28%;
      • Best uses: registration of a branch of a foreign company in New Zealand can be a good option in regulated industries, such as banking, insurance and financial services.
    • The New Zealand representative office

      • New Zealand representative offices are only allowed to engage in i) market research and ii) promotion of the business of the parent company. While representative offices are exempted from corporate tax in New Zealand and do not need to register for tax, they are still required to i) register with the Companies registrar ii) appoint an administrative agent and iii) submit annual audited financial statements to the authorities. Because no sales income is permitted, no corporation tax is payable by New Zealand representative offices;
      • Best uses: it usually makes more sense to register a limited liability company in New Zealand as such entity is more flexible and will be allowed to trade immediately if needed, while a representative office will be required to convert first into a branch.
  • Table of comparison between tax resident New Zealand entities

    Operations and Logistics LLC LTC PLC Overseas LP Trust Branch RO
    Doing business in New Zealand permitted? Yes Yes Yes Yes No Yes No
    Allowed to sign contracts with local Clients? Yes Yes Yes Yes No Yes No
    Allowed to invoice local Clients? Yes Yes Yes Yes No Yes No
    Can rent local office premises? Yes Yes Yes Yes No Yes Yes
    Allowed to import raw materials? Yes Yes Yes Yes No Yes No
    Allowed to export goods? Yes Yes Yes Yes No Yes No
    Accounting and tax LLC LTC PLC Overseas LP Trust Branch RO
    Corporate tax rate on local sales? 28% 0% 28% 28% N/A 28% N/A
    Corporate tax rate on global sales 28% 28% 28% 28% N/A 28% N/A
    Corporate bank account? ANZ DBS Singapore ASB Bank HSBC Hong Kong Citibank Westpac New Zealand Westpac New Zealand
    Statutory audit required? No No Yes Yes Yes No No
    Annual tax return to be submitted? Yes Yes Yes Yes Yes Yes Yes
    Access to DTAAs? Yes No Yes Yes Yes Yes No
    Company law LLC LTC PLC Overseas LP Trust Branch RO
    Issued share capital required? US$1 US$1 US$1 US$2 None None None
    Resident director/representative required? Yes Yes Yes Yes Yes Yes Yes
    Resident bank signatory required No No No No No No No
    NZ shareholder required? No No No No No No No
    Minimum number of directors? 1 1 1 2 1 1 1
    Minimum number of shareholders? 1 1 1 2 1 Parent company Parent company
    Individual shareholders allowed? Yes Yes Yes Yes Yes No No
    Corporate director(s) allowed No No No No No No No
    Corporate shareholders allowed? Yes Yes Yes Yes Yes Yes Yes
    Public register of shareholders and directors Yes Yes Yes Yes Yes Yes Yes
    Immigration LLC LTC PLC Overseas LP Trust Branch RO
    Can the entity hire expatriate staff? Yes Yes Yes Yes No Yes Yes
    How long to get work permit approved 1 month 1 month 1 month 1 month N/A 1 month 1 month
    Fees and timelines LLC LTC PLC Overseas LP Trust Branch RO
    How long to set the entity up? 1 week 2 weeks 2 weeks 2 weeks 2 weeks 1 week 1 week
    How long to open corporate bank account? 4 weeks 4 weeks 4 weeks 4 weeks 4 weeks 4 weeks 4 weeks
    Estimate of engagement costs US$17,235 US$9,590 US$8,830 US$9,200 US$35,750 US$10,330 US$18,530
    Draft invoice View invoice PDF View invoice PDF View invoice PDF View invoice PDF View invoice PDF View invoice PDF View invoice PDF

Frequently asked questions

Contact us

For additional information on our business setup services in New Zealand, please contact our in-house country expert, Mr. Simon Guidecoq, directly:
client relationship officer - Simon