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Fast, Affordable & Fully Compliant
| Feature | Private Limited Company | Limited Partnership (LP) |
|---|---|---|
| Legal Status | Legal entity distinct under the NZ Companies Act | Separate legal entity as per the Limited Partnerships Act |
| Liability | Shareholders are only responsible for unpaid shares | Limited partners are only liable for an agreed-upon amount of contribution |
| Minimum Members | 1 director (must reside within NZ or Australia) 1 shareholder | 1 general partner and 1 limited partner (can be entities or individuals) |
| Compliance Requirements | Moderate (annual tax return) | No audit, lower compliance unless the audit is structured as an LTC |
| Taxation | 28 % corporate tax. LTC option is available for tax-pass-through | Partners tax profits |
| Fundraising | Simpler (VCs or equity-based funding are permitted) | Not suitable for equity-based funding typically employed for internal financing |
| Transferability | Shares can be transferred, or traded (subject to the constitution) | Need approval before transferring partnership interest |
The most sought-after structure for business within New Zealand, ideal for small and medium-sized enterprises as well as startups. Provides less liability, a distinct legal identity, and greater access to funds.
Ideal for professional and service-based companies seeking flexibility in operation with only limited liability protection for partners.
It is ideal for freelancers or solo entrepreneurs just starting. It's easy to set up with no compliance requirements and total control over profits as well as the decisions.
Perfect for firms run by two or more persons. Shared responsibility, profit and compliance are less burden than those of corporations.
Ideal for associations, clubs and community organizations. The organization is a nonprofit with a distinct legal name from its members.
It is ideal for NGOs and organizations working for social causes. Provides tax benefits and credibility for donations and grants.
The formation of a private Limited Company or a Limited Liability Partnership (LLP) in New Zealand gives your business a distinctive legal identity. The separation between the business and the person guarantees that the personal belongings of your employees are safe from the company's debts and liabilities. This increases your reputation among your suppliers, customers and potential partners.
New Zealand businesses benefit from a simple, competitive and transparent tax system. Private companies enjoy an unbeatable tax rate of 28% for corporate tax and LLPs and look-through corporations (LTCs) permit income to be passed directly to owners, thus avoiding double taxation.
A registered business makes it easier to expand throughout New Zealand and beyond. It allows for efficient banking processes, effortless hiring, simple registration with Inland Revenue (IRD), and easier access to tenders from the government.
The investment market favours firms that have a defined shareholding, which makes it easier to attract entrepreneurs, investors or even to think about an IPO in the future. It's a way for entrepreneurs with big dreams to prepare for the future.
LLPs in New Zealand offer a practical advantage for professionals and service-oriented companies. They have a lower compliance requirement than businesses and offer the creation of custom profit-sharing ratios for partners regardless of capital contribution.
The two structures provide a significant benefit, as your assets such as your car, home, or savings will be protected regardless of whether the company is in debt. This security is essential for those who want to create something new without putting their entire possessions at risk.
Discuss your goals for business with one of our New Zealand company formation experts to help you determine the most suitable structure and needs.
You can reserve your company name through the Companies Office (NZCO). We can help you narrow down the names you want to use.
Create the details of your RealMe account or verify the director's details to gain online access to filing.
Upload your company's application online using the NZCO platform.
Request your IRD (New Zealand Tax ID) and then register for GST
Get your Certificate of Incorporation within 1 to 2 business days once NZCO has approved it.
The registration process is 100% online on the Companies Office (NZCO) website. Our team is responsible for all the required forms and filings on your behalf.
Name approval: It is recommended to choose 2-3 names for business that conform to NZCO rules. We will also confirm their availability immediately before making a reservation.
Digital identity: Directors must have RealMe account to sign documents. We can assist in setting it up or validating existing accounts.
Incorporation: The online form contains company structure, director/shareholder info address, and the constitution (optional). We make sure that everything is completed precisely.
It is estimated that the entire registration procedure for registration in New Zealand usually takes 3 to 5 working days from the time you submit all the documents to getting your formal certificate of incorporation.
Quick-Track Options: For urgent cases we provide prioritized handling and reduce the duration to 1-2 business days, depending on the Companies Office’s processing speed.
Our pricing is transparent and upfront- there are no hidden costs. The cost of the total is affected by:
We offer complete packages that include Companies Office fees, tax registrations, and professional charges for our services.
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Note: Government fees vary based on authorized capital (for Pvt Ltd) and number of partners (for LLP). Contact us for exact pricing for your specific requirements.
After registering successfully, you might require these additional services to function efficiently throughout New Zealand:
Mandatory if annual turnover exceeds NZD 60,000. We can assist you with speedy and precise GST enrollment by contacting Inland Revenue (IRD).
Register your New Zealand Business Number (NZBN) to streamline the business relationship with government agencies and other companies.
Explore your eligibility to apply for Startup Visa programs, innovation grants, and funding schemes within the Startup NZ ecosystem.
We can help you establish a locally-based New Zealand business bank account--essential for separating your personal and business accounts.
Protect your trademark and brand by filing your trademark with the Intellectual Property Office of New Zealand (IPONZ).
Establish a professional system for bookkeeping and payroll from day one to ensure smooth compliance with taxation and IRD requirement.
Meet your annual compliance by submitting your financial statements and company updates and tax returns through Inland Revenue and the Companies Office.
| Feature | Sole Trader | Partnership | Look-Through Company (LTC) | Limited Liability Company (LLC) | Trust (for Business) |
|---|---|---|---|---|---|
| Legal Status | No separate entity | No separate entity | Separate legal entity | Separate legal entity | Separate legal entity |
| Liability | Unlimited | Unlimited | Limited | Limited | Limited (with trustee rules) |
| Minimum Members | 1 | 2 | 1 director, 1 shareholder | 1 director, 1 shareholder | 1 trustee, 1 beneficiary |
| Max Members | 1 | 20 (recommended) | 5 shareholders maximum | There are no Limits in law | There is no fixed limit |
| Compliance | Low | Low | Medium | Medium-High | Medium-High |
| Taxation | Personal tax | Personal tax | Owners can pass through the Pass-through | Corporate tax (28%) | Tax rates for trusts and personal income |
| Fundraising | Very little | Limited | Limited | Easier (formal structure) | Limit to the trust deed rules |
| Credibility | Low | Medium | High (for small-sized companies) | Very high (widely accepted) | Medium-High |
Selecting the best business structure for New Zealand depends on several crucial elements:
Start with a basic design and then upgrade as your business grows:
If you're a sole proprietor providing services (e.g., consulting, graphic design or IT), registering as a Sole Trader keeps things simple. For increased credibility and liability protection, LTC offers tax benefits for pass through entities and a formal structure with no legal compliance.
Best structure: Sole Trader or Look-Through Company (LTC)
Two or more persons working together can form a Partnership to allow for greater flexibility and comfort. However, forming an LLC is highly recommended for long-term scale as well as legal protection and transparent profit-sharing.
Best structure: Partnership or Limited Liability Company (LLC)
If you're developing an enterprise based on technology or a product and plan to raise capital through an LLC, it's best to use an LLC as the sole way to issue shares and attract investors.
Recommended: Limited Liability Company (LLC)
For those who sell products online (via Shopify, Trade Me, or Amazon) forming an LLC guarantees legal separation and confidence with clients. LTC might be a good choice for smaller-scale setups with fewer shareholders, and easier tax administration.
Best structure: LLC or LTC
For families who operate joint ventures (like cafes, farms or rental businesses), utilizing Trust or LLC Trust can provide asset protection along with a succession plan. Alternatively, LLC allows clearer roles and provides a formal arrangement.
Best structure: Trust or LLC
Overseas individuals or NRIs can start a business within New Zealand through a Limited Liability Company. Directorships with a resident in New Zealand are usually required. We can assist with nominating services and compliance.
Best structure: Limited Liability Company (with local directors)
We have more than 10 years of experience and have helped startup entrepreneurs, freelancers, and global founders to register.
Everything will be managed online via the NZ Companies Office portal. No paperwork or visits to the office are required.
Provide all-inclusive plans with clear and concise breakdowns there are no hidden charges and no surprise charges.
You’ll be assigned a person-to-person relationship coordinator to help you navigate each step.
We cater to customers from all over New Zealand with a fully online and compliant registration procedure.
We assist NRIs, foreign entrepreneurs and foreign citizens in registering a company in New Zealand. Our specialists will ensure that your registration complies with the Foreign Direct Investment guidelines.
Ensure you are ready before you begin your business registration process.
Choose whether you'll be registering as a sole-trader, partnership, or a company according to your business objectives and personal preferences regarding liability.
Check that your business’s name is registered and doesn't clash with any existing registered names by checking on the NZ Companies Register.
Then, finalize the people who will be shareholders and directors. A minimum of one director should reside within New Zealand or Australia.
Arrange a local registered office in New Zealand for official communication and documentation purposes.
You can choose to adopt the default constitution or write a custom one to regulate all the inner workings of your company.
You'll require an NZBN to ease interactions with government agencies and other companies once your business is registered.
Stay compliant with these key deadlines after incorporation
Callaghan Innovation is the country's top government agency that supports businesses through (R&D) to increase innovation. It's especially beneficial for companies in the biotech, tech and other deep innovation industries.
Your business must meet these conditions to qualify as a Startup:
Your business must be registered in New Zealand.
The company must demonstrate its potential for growth, and market impact.
It is mandatory to comply with all New Zealand tax and legal laws.
Maintain accurate financial records and transparency in the project's spending.
Applications are subject to evaluation by the Callaghan Innovation team.
We assist non-resident New Zealanders (NRZs), persons of New Zealand Origin (PNZOs), and foreign nationals creating companies with us in New Zealand, fully compliant with New Zealand's Overseas Investment Office (OIO) regulations and the Companies Act 1993.
New Zealand is open to foreign ownership 100% in the majority of areas.
However, prior OIO approval is required in certain situations:
Advising the correct business form - Limited liability company, Branch Office, or Joint Venture, based on your goals and the legal framework of New Zealand.
Complete assistance with notarisation, apostille, and document legalization, as per NZ Companies Office requirements for foreign directors/shareholders.
Guidelines by Overseas Investment Office (OIO) filings (if applicable) and regularly scheduled post-incorporation requirements such as tax filings and annual return.
Assistance with opening a business bank account and the IRD (Tax) registration, and guidance on repatriation of profit in accordance with the Double Tax Avoidance
Learn about the entire lifecycle for your company entity in New Zealand, from formation to expansion
Select the appropriate business structure and register a company name through Companies Office.
Sign up your company through the NZ Companies Office and obtain NZBN and IRD numbers.
Create an account with a New Zealand bank account and set up accounting GST, business operations.
Get financing, hire employees and secure IP rights locally and internationally.
Complete annual tax returns, keep the records and file tax returns with Inland Revenue.
Closing or selling your company in accordance under NZ law business.
We provide guidance and services throughout the business's lifecycle, from initial registration through the annual audit and beyond. Our experts assist you in navigate the legal requirements at every stage, allowing you to focus on expanding your business.
Companies Office (MBIE)
NZBN Register
Professional CA/CPA Network
Banking Partners
Our relationships with New Zealand government bodies, financial institutions, and certified experts ensure that your business's setup is fully compliant, swiftly tracked and future-proof. These alliances provide you access to proven procedures, expert guidance, and reliable local support - reducing risks and increasing the reliability of your business from the beginning.