How do I register a company in NZ — and what do the decisions inside the form actually mean?

What to watch for

Six places company registration goes wrong.

1. Miss the consent-form deadline and you start over from zero. When you submit your application, the Companies Office emails individual consent forms to every director and shareholder. They have to be signed and returned within 20 working days of your name reservation, not 20 working days from when you submit. Miss it and the Companies Office cancels the registration. You lose the fees, you lose the reserved name, and you start the whole thing again.² Build a single afternoon into your plan to chase signatures, not a casual two weeks.

2. No PO Box. Your home address goes on the public register unless you arrange otherwise. The registered office is where official correspondence is sent and where statutory records have to be available for inspection — which is why a PO Box doesn't qualify. If you're running the company from home and use your home address, it's on the public register. Some founders use their accountant's office as the registered office to keep their home address off the register; that's a normal arrangement, but it's a decision you make at registration, not after.

3. The default rules apply unless you adopt a constitution — and most SMBs don't need one. The Companies Act has built-in default rules covering most of how a company runs. You can adopt a constitution to override or extend these rules, but for a sole-director, sole-shareholder company there's almost never a reason to. Where it starts mattering is when you bring in another shareholder. Adopting a constitution at that point — covering pre-emptive rights, transfer restrictions, voting thresholds — is normal. At incorporation, with one of you, default is fine.

4. The director residency rule catches some founders. At least one director has to ordinarily live in NZ, or live in Australia and also be a director of an Australian company. If you're a New Zealander who lives overseas and you're trying to register a company at home, this is the rule that stops you doing it solo. The fix is usually appointing a co-director who lives in NZ — but that's a real governance decision, not just a paperwork hack.

5. Take five minutes on the BIC code. It flows through to ACC levies. The BIC code (Business Industry Classification) is how Stats NZ and other agencies classify your business. The form makes it look like a dropdown. It is, but the code you pick flows through to ACC levy categories, sector statistics, and sometimes regulatory lists. Worth taking the five minutes to look up the right one rather than picking the closest match by name. The Companies Office page links to the BIC code lookup tool.

6. The "register for IRD and GST at the same time" option is tempting and sometimes wrong. During incorporation the form offers tax co-registration. Registering for an IRD number alongside the company makes sense — you'll need it. Registering for GST at the same time only makes sense if you've actually decided to register for GST. If you're under the $60,000 threshold and haven't worked out whether voluntary registration is right for you, defer this decision. You can register for GST any time. Cross-link: see the entry on GST registration.

A separate point on what registration is. Registration creates the legal entity — a separate "person" in the legal sense, with its own existence, its own liability, its own balance sheet. Once incorporated, the company can sign contracts, owe debts, and be sued in its own name, separate from you. That separateness is the entire point. Treat it accordingly: don't pay personal expenses out of the company account, don't lend money to the company without recording it, don't sign things "as yourself" when you mean to sign as the company. The discipline starts on day one of trading, not day one of "when it gets serious."

Where this entry stops

This entry covers what the registration form asks you, what the in-form decisions commit you to, and the deadlines that bite if you miss them. It doesn't cover:

• Choosing between sole trader and company in the first place. That's a different decision, mostly about liability, tax, and what you're trying to build. See the entry on sole trader or company.
• Director duties in any depth. Once you're a director you carry statutory duties under the Companies Act — care, good faith, solvency, conflicts of interest. They matter, they're enforceable, and they don't fit in this entry. If anyone is co-investing, lending to, or relying on the company, get an accountant or a lawyer to walk you through what you've signed up to.
• Bespoke constitutions and shareholders' agreements. If you're incorporating with co-founders, you almost certainly need both at some point — and almost certainly not at registration. Default at incorporation, then bespoke when shareholders matter to each other beyond just owning shares. Talk to a lawyer.
• Annual returns, director changes, and ongoing compliance. Once incorporated, you have ongoing filing obligations — most importantly the annual return, which is one of the most common reasons companies get struck off the register. Out of scope here; in scope for the corpus.

If you're incorporating with overseas shareholders, multiple share classes, vesting arrangements, or anything else that pushes past one-director-one-shareholder simplicity — get proper advice before submitting. The form lets you do all of those things; getting them right is a different matter.

Last verified 9 May 2026 against the Companies Act 1993 (as at 1 July 2025) and current Companies Office incorporation guidance. Full source list: references.