Incorporation & Structuring
Settle the structure before it costs you to change it.
At Matt and Zen we set up New Zealand companies, and the structure that sits around them. Registration itself is quick. The decisions attached to it are not.
Who owns what, who decides what, and what happens when someone wants out. These are easier to agree at the start, while nobody has anything to lose by agreeing.
We act for people setting up here from overseas, and for businesses already trading that have outgrown the way they were first put together.
Scope
We can assist with the following, and more.
Setting up
- New Zealand company incorporation
- Choosing between a company, a partnership and a trust
- NZBN, IRD and GST registration
- Working alongside your bank on account opening
Ownership and control
- Share structure and share classes
- Shareholders’ agreements
- Constitutions, where the default rules do not suit
- Director appointments, and the resident director requirement
Group structures
- Holding and operating companies
- A New Zealand subsidiary of an overseas parent
- Whether a branch or a subsidiary suits what you are doing
Keeping it current
- Share transfers and new issues
- Changes of director and shareholder
- Annual return obligations and company records
Directors
New Zealand asks for a director who lives here.
A New Zealand company must have at least one director who lives in New Zealand, or who lives in Australia and is a director of a company registered there.
For an overseas founder this is usually the first problem to solve rather than the last. It decides timing, and it sometimes decides the structure.
We work through the options with you before anything is filed.
Questions
Frequently asked questions.
How long does incorporation take?
Registration is usually quick once the information is complete. What takes time is settling the shareholding and solving the resident director requirement.
Do we need a constitution?
Not always. Without one, the Companies Act rules apply by default. A constitution is worth having when you want something other than the default.
What is the difference between a constitution and a shareholders’ agreement?
The constitution is public and governs the company. The shareholders’ agreement is private and governs the shareholders. Most groups want both.
Can an overseas company own a New Zealand company?
Yes. There may be consent and tax questions attached, and they are better answered before incorporation than after.
Can you act for all of the shareholders?
Sometimes, where interests line up and everyone agrees to it. Where they do not, you each need your own advice. We will tell you which situation you are in.
We are already incorporated. Can the structure be fixed later?
Usually. It costs more than setting it up correctly, and some changes carry tax consequences. Bring it to us before you move anything.