Page 12 - English-DBINZ brochure-2019

9 Doing business in New Zealand

Section 4
ESTABLISHING A BUSINESS

Alternative structures

As a result of New Zealand’s Commonwealth legal tradition, the forms of business structure found in
countries such as the United Kingdom, Canada and Australia also exist in New Zealand. These include
limited liability companies, partnerships and limited partnerships.
The choice of business structure will be dictated by various matters, including the desire of investors to
have limited liability, the size and nature of the relevant business, the need to raise funds from the
New Zealand public, and tax considerations. Irrespective of the chosen structure, it is important to note
that particular types of business may be subject to specific licensing and regulatory controls that are not
covered in this guide, for example insurance providers and real estate agents.
In general, foreign investors prefer the company structure. However, there is an increasing trend for the
use of limited partnerships (discussed further below) since the introduction of the Limited Partnerships
Act 2008, particularly for investment funds and joint ventures.
An overseas company may conduct business in New Zealand by:
ə Incorporating a subsidiary in New Zealand

ə Registering as an “overseas company” (ie as a New Zealand branch of an overseas company)
ə Acquiring an existing New Zealand company.
Legal, tax and commercial considerations will influence an investor’s choice of corporate structure.
Buddle Findlay is able to provide tax and legal advice to assist with such a decision.
If an overseas person or company has special requirements, for example wanting to provide financial
services or establish a non-profit organisation, other forms of entity may be more appropriate and
Buddle Findlay can provide advice on which vehicle may be most suitable. In addition, we can provide
advice on establishing partnerships, limited partnerships and joint ventures with existing businesses.

INCORPORATE A SUBSIDIARY
Incorporating a subsidiary in New Zealand is a relatively simple matter. The desired company name must
be reserved (and approved by the Registrar of Companies) and certain administrative documentation
must be registered. A New Zealand subsidiary is required to have a registered office in New Zealand.