Limited Company (Ltd)
Company formation in New Zealand
The Ltd is best suited for: Small and medium businesses of any type, Freelancers and consultants wanting limited liability, Tech startups and SaaS companies, Foreign entrepreneurs seeking an English-speaking common-law jurisdiction, E-commerce businesses targeting the Asia-Pacific region. New Zealand companies are taxed at a flat 28% on worldwide income. There is no separate capital gains tax, although gains on certain property transactions and financial arrangements may be taxed as income. Imputation credits prevent double taxation of dividends โ company tax paid is credited to shareholders when dividends are distributed. GST (Goods and Services Tax) at 15% applies to most goods and services. Resident withholding tax (RWT) applies to interest and dividend payments. Non-resident withholding tax (NRWT) applies to payments to overseas shareholders, typically at 15% (reduced under double tax treaties). R&D tax incentives provide a 15% tax credit on eligible research and development expenditure.
- Small and medium businesses of any type
- Freelancers and consultants wanting limited liability
- Tech startups and SaaS companies
- Foreign entrepreneurs seeking an English-speaking common-law jurisdiction
- E-commerce businesses targeting the Asia-Pacific region
Key Facts
Step-by-Step Formation Process
Reserve a company name
Check name availability and reserve your company name through the New Zealand Companies Office online portal (companies.govt.nz). The name must include "Limited" or "Ltd" and must not be identical or deceptively similar to an existing company name. Name reservation is optional but recommended.
Register on the Companies Office portal
Create a RealMe login (New Zealand's government digital identity system) to access the Companies Office online registration portal. Foreign applicants can create a RealMe account using a valid email address and overseas identity verification.
Complete the online registration form
Submit the company registration through the Companies Office portal. Provide the company name, registered office address (must be a physical New Zealand address), address for service, details of all directors and shareholders, share structure, and the constitution (optional โ default rules under the Companies Act 1993 apply if no constitution is adopted). The registration fee is NZ$115.86 (including GST).
Register with Inland Revenue (IRD)
Apply for an IRD number (tax identification number) through Inland Revenue's online portal (ird.govt.nz). Register for GST if your annual turnover exceeds or is expected to exceed NZ$60,000. Register as an employer if you will hire staff. PAYE, FBT, and other tax obligations are managed through myIR.
Open a business bank account
Apply with a New Zealand bank โ ANZ, ASB, BNZ, Westpac, or Kiwibank are the main options. Online applications are available for New Zealand residents. Non-residents may need to visit a branch or use a specialist service. Provide the certificate of incorporation, company details, and identification documents for all directors and beneficial owners.
Set up accounting and compliance systems
Appoint an accountant or use cloud accounting software (Xero, founded in New Zealand, is the dominant choice). Set up GST filing periods (monthly, two-monthly, or six-monthly), confirm your balance date with IRD, and establish a system for tracking income, expenses, and tax obligations.
Required Documents
- Passport or government-issued ID for all directors and shareholders
- Proof of New Zealand registered office address (physical address, not a PO Box)
- Address for service in New Zealand
- Consent to act as director (signed by each director)
- Details of shareholding structure and share allocation
- Company constitution (optional โ Companies Act 1993 default rules apply if none adopted)
Cost Overview
Tax Treatment
New Zealand companies are taxed at a flat 28% on worldwide income. There is no separate capital gains tax, although gains on certain property transactions and financial arrangements may be taxed as income. Imputation credits prevent double taxation of dividends โ company tax paid is credited to shareholders when dividends are distributed. GST (Goods and Services Tax) at 15% applies to most goods and services. Resident withholding tax (RWT) applies to interest and dividend payments. Non-resident withholding tax (NRWT) applies to payments to overseas shareholders, typically at 15% (reduced under double tax treaties). R&D tax incentives provide a 15% tax credit on eligible research and development expenditure.
Pros & Cons
- Extremely easy and fast online registration โ fully digital process
- No minimum share capital requirement
- English-speaking common-law jurisdiction with strong rule of law
- Consistently ranked among the easiest countries in the world to do business
- Strong intellectual property protections
- Transparent and well-regulated business environment
- No capital gains tax (with limited exceptions)
- CPTPP membership provides trade access across the Asia-Pacific
- Globally respected jurisdiction with high credibility
- 28% corporate tax rate is higher than many competing jurisdictions
- 15% GST adds to the cost of domestic goods and services
- Small domestic market of approximately 5.2 million people
- Geographic remoteness from major markets in Europe and North America
- Non-resident bank account opening can be challenging
- At least one director must be resident in New Zealand or a resident in an "enforcement country" (Australia)
- Foreign investment screening under the Overseas Investment Act for sensitive land and significant business assets
Other Structures in New Zealand
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Get StartedThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.