It is ideal to have a residential address if you want to register your company in New Zealand; however, if you don’t have one, there are still options to explore.
Why is a residential address important?
New Zealand law puts an emphasis on transparency and requires all businesses registered here – whether as a branch, subsidiary, or company – to supply not only a company address but also residential addresses of their directors and shareholders.
No matter where you live, your name and address will appear publicly in either the Companies Register or the Overseas Register, which are both administered by the Companies Office. Both are public and searchable online.
Residential addresses are particularly important for people wishing to direct a company or subsidiary company registered in New Zealand. Under the Companies Act 1993, companies must have at least one director who is a NZ resident, and they may be required to provide proof of residential address. Australian residents can also qualify if they are also the director of a company incorporated in Australia. Often, directors will be asked to provide proof of address. The law in this area was tightened in 2015, with the idea that every New Zealand-registered company would have a local director who would be responsible and accountable for the company’s actions and affairs. Your presenter (anyone who presents information to the Companies Office on your behalf, usually a director or an accountant) also needs to be based in New Zealand.
It’s important to note that only natural people can be directors; corporate persons (companies) cannot act as directors of other companies in New Zealand. When it comes to shareholders, individual people (no matter where they’re based) are recognised as shareholders under New Zealand law. Foreign companies cannot hold shares, but New Zealand companies can. Sometimes shareholders are also asked for proof of address, but this is less common.
Are there any exceptions to registering your residential address?
The only exception to having a director or shareholder address listed on the Companies Register is when the person concerned has a protection order from the Family Court. This type of order is usually only granted in instances where an individual’s safety or that of their children is at risk. Protection orders cover many different types of situations, ranging from physical violence, intimidation, and threats to psychological, sexual, or financial abuse. They are generally made on notice (the other party has a chance to respond), but in emergency situations it’s possible to apply directly to the court to get a temporary, ex parte order. If you want more information about this topic, read on for resources from the Ministry of Justice.
Once an order or temporary order is granted by a judge, you can apply to the Companies Office asking for your address to be redacted; you will also have to attach a copy of your protection order. Unfortunately, if your residential address is also your company address or your address for service, you will have to provide another physical address to register your company. Information about this from the Companies Office can be found here: Suppressing a residential address on the register.
What if I don’t have a local director?
Don’t panic if you don’t have a local director – your company can still open a branch here and do business. Provided you have a local company address and address for service (which might be the address of your accountant or lawyer), you can register your company on the Overseas Register. Your company won’t become a separate legal entity, but you will be governed by New Zealand laws. Being registered here makes it easier for New Zealand creditors to seek redress from you / have your assets distributed if things go wrong.
If you want to open a subsidiary company (or you want to transfer your entire company to New Zealand, giving up your incorporation in another country), you will need to look into getting a local director. For more information about the difference between a branch and a subsidiary, please see Private Box’s article on this topic.
If you want to register as the director of a New Zealand company, but you tend to split your time travelling between New Zealand and another country, you might be wondering where you fit in. If you’ve been present in New Zealand for more than 183 days in the last year, you will probably satisfy the “lives in New Zealand” rule; but if you have a New Zealand address and spend more than 182 days of the year overseas, you may not qualify. There are exceptions to this rule, however; if you apply, the Companies Office will also take your circumstances into account, such as your connection to New Zealand and how you live when in New Zealand (for instance if you have a family home).
Does my company actually need to be registered?
If your company is incorporated overseas, you only need to register it in New Zealand (either as a branch or a subsidiary) if you’re carrying out business activities. There are a number of activities you don’t need to register for at all, including settling a legal proceeding or claim, holding meetings with your shareholders, maintaining a bank account, selling property through an independent contractor, or carrying out a one-off transaction.
If your dealings here are deemed not to be “business activities”, our residential address requirements won’t apply to you (but you can still use Private Box as a company address if you need to!). The Companies Office provides some general guidelines about what is and isn’t considered business activity, but this is a complex area, and it’s best to seek legal advice on your specific situation to be sure.
What happens if you provide an incorrect residential address?
If your company is registered on the Companies Register, but the director is found to live overseas, the company will be removed; whenever you provide inaccurate information, you risk having your company taken off the register.
Directors can also be banned from the register if they have more than two instances of misconduct. It’s important to keep your director details up-to-date on the register and alter them within 20 days of any change (change of director, director name, or change of address) occurring.
How can Private Box help?
The great news is you can use Private Box as a registered New Zealand company office address. Your company doesn’t have to actually operate from the office, but key records (from the past seven years) do need to be kept here, such as your share register, minutes of your meetings, and written communications to shareholders. Take a look at our information page on this topic and our information on your “address for service”.
Whether you’re based in New Zealand or overseas, we always recommend keeping your business and home addresses separate, to protect your privacy and create some separation between your professional and personal life. It’s also important to notify the Companies Office if you have a change of address.
If you want some assistance through the general process of getting your overseas company registered in New Zealand, Private Box can provide help and advice. However, if you want to open a subsidiary, having a Private Box address doesn’t negate the need to supply official New Zealand residential addresses for your directors and presenters.
How can I get a New Zealand-based director?
If you’re interested in finding a New Zealand-based director, Private Box provides a service putting you in touch with an appropriately qualified resident director; we take the details of your company and attempt to find someone who will suit. Read on for more information. How much of a say your resident director has in the running of your company is a matter to be decided by both of you, but their name and details will appear on the Companies Register.
Some New Zealand-based consultants and law firms also advertise nominee director services to overseas clients. If you are looking at nominee directors, it’s important to be aware of the impact they may have. In practice, nominee directors have a largely ceremonial and procedural role, but they are still in a technically powerful position in your company, so it’s important to pick the right person.
Nominee directors are also exposing themselves to liability, particularly if your company is operating in a highly regulated industry (such as financial services) and will understandably want to be compensated for the level of risk they take on. Firms sometimes charge in the tens of thousands to provide nominee director services.
It is also possible to get nominee presenters, and if your shareholders want to protect their privacy and you have the budget for it, it’s possible to get nominee shareholders. The best and cheapest option, however, is to use your own residential address where you can but use a separate address for your company.
The bottom line
Whatever you’re planning to do with your company in New Zealand, it’s important to get it right. Contact Private Box today to see how we can help you.
