Registering Overseas Companies

Overseas Companies

For overseas companies, there are two options available to create a legal entity to represent your company in New Zealand. These are:

1. Branch – this is registration of your existing Overseas Company in NZ.
2. Subsidiary – this is the creation of an NZ Company that is wholly owned by your Overseas Company.

There are differences in legal, tax, liability and record keeping obligations for these two types of entities. See below for more information on each.

1. Branch

There are two types of overseas companies that are allowed to register in New Zealand:

1. 1. ASIC (Australian Securities and Investments Commission) – which is the term used for Australian companies
   2. NON-ASIC – which captures Companies from the rest of the world.

Things to consider when thinking about using a branch entity:

1. Tax – A New Zealand branch of an overseas company will generally be considered non-resident for taxation purposes
2. Annual accounts – A New Zealand branch of an overseas company must file two separate sets of audited financial statements, one for its worldwide operations and one for its New Zealand business.
3. Liability – A New Zealand branch (being legally the overseas company), bears directly any liabilities that it may incur under New Zealand law.

For more information please see the NZ Companies Office website about registering overseas companies.

An ASIC or NON-ASIC entity is only required to be registered on the NZ Companies Register if the company is doing business (or holding property) in New Zealand. Registration requires a “Principal Place of Business” in New Zealand. We can act in this capacity for a cost of $1295 NZD per year (this is in addition to our box rental, and mail handling fees).
Private Box’s Principal Place of Business service includes:

• Passing on any customer queries to ‘head office’
• Holding brochures for you and providing to customers who visit
• Receiving customer returns

You can register this type of company on the NZ Companies Office website by choosing either “Register an Australian overseas company ” or “Register an overseas company (non Australian)”.
Alternatively, customers can contact Private Box to do this for them.
Not a customer yet? Sign up here.

2. Subsidiary

A subsidiary is a New Zealand Limited Company and its shareholder is the overseas company. Limited companies incorporated and registered in New Zealand require:

1. A “Registered Office” – this is the location your company documents are stored and can be inspected. Private Box can provide this – Read more about Private Box’s Registered Office service.
2. At least one director resident in New Zealand or Australia. Private Box can put you in touch with resident directors in NZ. Download our resident director information pack.
3. At least one shareholder

Things to consider when thinking about using a subsidiary entity:

1. Tax – A New Zealand subsidiary is resident in NZ for tax purposes
2. Annual accounts – A subsidiary is required to file audited financial statements relating to its New Zealand business only. Every company must file an annual return at the Companies Office.
3. Liability – A New Zealand subsidiary has limited liability.

For more information please see the NZ Companies Office website about registering overseas companies.

You can register this type of company on the NZ Companies Office website by choosing “Incorporate a company”.

Alternatively, customers can contact Private Box to do this for them.
Not a customer yet? Sign up here.

Want help getting registered?

For both options, Private Box can help existing customers with the registration on the NZ Companies Office Register. This costs $450NZD (including all taxes and government fees).
To get started, choose a Private Box plan, or existing customers can contact us.

Get our 10-page Explainer
It explains the different company structures available, & compares the differences & associated costs side-by-side.