
How to Register a Company in New Zealand: Step-by-Step Guide
You’ve just had the “time to make it official” conversation about your New Zealand side hustle, and now you’re eyeing the Companies Office website like it’s a tax form drafted in another language. The reality is friendlier than it looks: a standard company registration is an online process that the official guidance describes in minutes, not weeks.
Cost to register a company name in NZ: $10.80 (name reservation) + $146.70 (incorporation) · Processing time: Same day (online) · Minimum directors: 1 · Annual return fee: $42.86 · Shareholder requirement: At least 1
Quick snapshot
- Name reservation runs $10.80 incl. GST and incorporation $146.70 incl. GST, per the Companies Register (official fee schedule).
- Online filing requires a RealMe login, per business.govt.nz (government small-business site).
- A company needs at least one share, one shareholder, and one director, per the Companies Register (company setup requirements).
- Exact processing time if the company name triggers a manual review.
- Whether the $5,000 Small Business Grant is currently available — funding rounds can be limited.
- Online applications usually process the same day once the name is approved, per the Companies Register (official incorporation guide).
- Annual return fees on the official schedule have applied since 1 July 2022, per the Companies Register (official fee schedule).
- You can apply for an IRD number, GST, and employer registration during the same online application, per the Companies Register (tax registration page).
- Each year a company confirms its register details and pays the annual return fee, per the Companies Register (official incorporation guide).
Ten requirements, one pattern: none of them are expensive or slow, but every one is non-negotiable.
| Requirement | Detail |
|---|---|
| Name reservation cost | $10.80 (incl. GST) — Companies Register (official fee schedule) |
| Incorporation cost | $146.70 (incl. GST) — Companies Register (official fee schedule) |
| Minimum directors | 1 — Companies Register (company setup requirements) |
| Minimum shareholders | 1 — Companies Register (company setup requirements) |
| Minimum shares | 1 — Companies Register (company setup requirements) |
| Registered office | Physical address in New Zealand — Companies Register (company setup requirements) |
| Address for service | Physical address in New Zealand — Companies Register (company setup requirements) |
| Annual return fee | $42.86 — Companies Register (official fee schedule) |
| Processing time | Same day (online) — Companies Register (official incorporation guide) |
| GST registration | Required if turnover is likely to exceed $60,000/year — Companies Register (tax registration page) |
Do I need to register my small business in NZ?
If you’re starting out on your own and you don’t need outside investors, you can trade as a sole trader without registering a company at all. Registration becomes necessary the moment you want the business to be its own legal person — a limited liability company in its own right.
What is a limited company?
- Owned by shareholders and run by directors.
- Can own property, sign contracts, and owe debts in its own name.
- Shareholder liability is capped at the amount unpaid on their shares.
That last point is the whole game. If a company can’t pay a supplier, the supplier can pursue the company — not your house. business.govt.nz (government small-business advice) puts it directly: registering a company creates a separate legal entity, protecting your personal assets.
A company separates your personal assets from business debts — but it also makes you a director with legal duties. Limited liability protects your house, not your reputation.
When is registration mandatory?
- Mandatory if you want a limited liability company.
- Not required for sole traders or partnerships.
- Mandatory for any entity that wants to be listed on the Companies Register as a company.
The Companies Register (before-you-set-up guide) lists the low bar for entry: at least one share, one shareholder, one director, a registered office, and an address for service. If you can’t meet those, you’re not forming a company.
The trade-off: skipping registration keeps administration low, but it also keeps your personal assets inside the blast radius of every business debt.
What are the steps to register a company in New Zealand?
The Companies Register (official incorporation guide) breaks the process into a short checklist: set up your online services account, reserve a name, and file the application. In practice the checklist runs like this:
- Step 1: Choose a company name
- Pick a name that isn’t identical to an existing registered or reserved name.
- Check availability on the Companies Register before you spend anything.
- Avoid names that are misleading or that need a regulator’s approval.
- Step 2: Reserve the name
- Name reservation costs $10.80 incl. GST.
- Reserving the name holds it while you prepare the rest.
- The reservation and incorporation fees are separate payments.
- Step 3: Prepare incorporation documents
- At least one share, one shareholder, and one director.
- A registered office — a physical address in New Zealand.
- An address for service and an address for communication.
- Step 4: Submit to the Companies Office
- Sign in with a RealMe login.
- Complete the online application on the Companies Register.
- Add IRD number, GST, and employer registration in the same application if needed.
- Step 5: Pay fees and receive registration
- Incorporation fee: $146.70 incl. GST, paid at submission.
- Once approved, the company is listed on the Companies Register.
- You can start trading under the company’s name after registration.
The pattern: every step is a form, a fee, or a decision — nothing requires a lawyer, an accountant, or a physical office.
How much does it cost to register a company name in NZ?
The headline number is small: the Companies Register (official fee schedule) prices a name reservation at $10.80 and incorporation at $146.70, both including GST. What surprises most first-time founders is the yearly fee that follows.
Name reservation fee
- $10.80 incl. GST per name.
- Paid when you reserve the name, before the company exists.
- Check availability first; the reservation step has its own fee.
Incorporation fee
- $146.70 incl. GST for a standard online application.
- Covers processing and listing on the Companies Register.
- Paid at submission.
Ongoing annual return fee
- $42.86 per year.
- Due when you confirm the company’s register details.
- Applies whether the company is profitable or not.
Four figures, one pattern: the first year costs about $200 all-in, and each year after that runs under $50 — before GST and any tax registrations.
| Fee item | Amount (incl. GST) | When it’s due |
|---|---|---|
| Name reservation | $10.80 | Before incorporation |
| Incorporation application | $146.70 | At submission |
| Annual return | $42.86 | Each year |
| First-year total | $200.36 | Name + incorporation + annual return |
The implication: at these prices, cost isn’t the reason to stay a sole trader. The annual return works out to under a dollar a week, and GST only kicks in past the $60,000 turnover threshold set by the Companies Register — the numbers behind that are in our guide to GST rates in New Zealand.
How long does it take to register a company in NZ?
The Companies Register (official incorporation guide) is refreshingly blunt: once the name is approved and the application is complete, a company can be registered online in minutes, and most applications clear within one business day.
Standard processing time
- Online applications are usually processed within one business day.
- Same-day processing is normal for straightforward, complete applications.
- Registration is confirmed when the company appears on the Companies Register.
Same-day registration option
- Clean name, complete details, and a RealMe login are the ingredients for same-day completion.
- The name check is usually the step that decides whether the application is instant or takes the day.
Factors affecting speed
- Name availability and whether the name needs a manual review.
- Completeness of director, shareholder, and address details.
- Whether you add IRD, GST, or employer registration to the same application.
What this means: a founder with a clean name and a prepared checklist can realistically go from idea to registered company before lunch. The bottleneck is rarely the government — it’s having the details ready.
Can I just walk away from my limited company?
No — and the reason is structural. The company is a separate legal person, so it doesn’t dissolve because you lose interest. Until it’s formally removed from the Companies Register, the obligations keep running.
What happens if you cease operations
- Annual returns keep falling due and fees keep accruing.
- The company stays listed on the Companies Register.
- Unpaid debts don’t vanish with the business — creditors can still act.
The Companies Register’s own incorporation guidance (official registry guide) is direct about the annual return as the yearly checkpoint that keeps a company compliant.
How to dissolve a company
- Apply to remove the company from the Companies Register.
- Settle debts and distribute remaining assets before removal.
- Directors with continuing obligations may need to provide details as part of the removal process.
Personal liability after dissolution
- Limited liability protects against the company’s debts, not against guaranteed ones.
- If you signed a personal guarantee, lenders can still pursue you after the company is gone.
- Directors who’ve traded while insolvent can face personal exposure.
Before you stop trading, plan the exit. Unpaid annual returns and signed personal guarantees are the two ways a “walk away” turns into a personal bill.
The catch: limited liability is a shield, not a parachute. A properly wound-up company keeps the shield intact; an abandoned one turns a clean exit into a paper trail of unpaid returns and unanswered letters.
Limited company vs sole trader: the trade-offs
The decision usually comes down to one question: are you comfortable with your personal assets sitting behind every business decision? A company moves that risk; a sole trader carries it.
Upsides
- Limited liability keeps company debts away from personal assets, per business.govt.nz (government small-business advice).
- A registered company looks more established to clients and suppliers.
- Ownership is split into shares, which makes bringing in partners or investors cleaner.
- You can apply for an IRD number and GST in the same application, per the Companies Register (tax registration page).
- The company can keep operating even when owners change — the structure outlives the founder.
Downsides
- Annual returns and the $42.86 annual return fee arrive every year.
- Director and shareholder details are published on the public register.
- You can’t simply stop — the company must be formally dissolved.
- Bookkeeping standards are higher; see our sole trader accounting software comparison for what keeping those records involves.
The pattern: founders who want asset separation and a sharper public face accept the compliance. Founders who want zero admin usually find a sole trader structure suits them better.
What’s confirmed, what’s still unclear
For a company registration, the core facts are settled. The uncertainty sits at the edges — unusual names, grants, and specific application paths.
Confirmed facts:
- Official fees: $10.80 name reservation, $146.70 incorporation, and $42.86 annual return, from the Companies Register (official fee schedule).
- A RealMe login is required for online filing, per business.govt.nz (government small-business site).
- The registered office and address for service must be physical New Zealand addresses, per the Companies Register (company setup requirements).
What’s unclear:
- Exactly how long processing takes when a company name needs a manual review.
- Whether the $5,000 Small Business Grant is available in your region and funding round — awards can be limited.
- Whether the BIC code requirement applies to every GST registration path used during incorporation.
The implication: the facts are solid where they count — fees, minimums, and addresses. The fuzziness is in timing and grant availability, not in the core registration process.
What the official guidance says
“You can register a company online in minutes.”
— Companies Register, official incorporation guide (government registry)
“Registering a company creates a separate legal entity, protecting your personal assets.”
— business.govt.nz, government small-business guidance
“If a business expects to earn more than $60,000 in a 12-month period, GST registration is compulsory.”
— Companies Register, tax registration guidance (government registry)
What this means: the two agencies are saying the same thing from different angles — registration is fast, and the legal separation is the point.
What this means for founders
The companies that get the most from limited liability treat the company as a real thing: separate bank account, separate records, annual returns filed on time. The ones that get stung register for asset protection and then run the company like a casual side project — mixing funds, ignoring annual returns, and signing personal guarantees without reading them. For a New Zealand founder, the choice is clear: register a company for the asset protection and the credible structure, and commit to the small annual rituals that keep it — or stay a sole trader and keep your personal assets deliberately in play.
companies-register.companiesoffice.govt.nz, mbie.govt.nz, business.govt.nz, companies-register.companiesoffice.govt.nz, dhl.com, companies-register.companiesoffice.govt.nz, mbie.govt.nz, companies-register.companiesoffice.govt.nz
Frequently asked questions
How do I change my company name after registration?
Apply through your Companies Register online services account. The new name must be available and will go through the same name-approval process as a new registration.
Do I need a business number to register a company?
No separate application is needed. When a company is registered, it is automatically issued a New Zealand Business Number (NZBN), which becomes its public identifier.
Can a non-resident register a company in New Zealand?
Yes — New Zealand doesn’t restrict foreign ownership of companies. The company still needs a physical registered office and an address for service in New Zealand, and at least one director must meet the residency requirements in the Companies Act.
What are the ongoing obligations after registering a company?
File an annual return and pay the annual return fee each year, per the Companies Register (official incorporation guide). Keep company details on the register current, register for GST once turnover is likely to exceed $60,000 a year, and register as an employer if you hire staff.
Is GST registration automatic after company registration?
No. GST registration is separate, though the online incorporation process lets you apply for it in the same session. It becomes compulsory only if turnover is likely to exceed $60,000 a year, per the Companies Register (tax registration page).
How do I dissolve a company in New Zealand?
You apply to remove the company from the Companies Register after settling debts and distributing remaining assets. Leaving the company without dissolving it means annual returns and fees keep accruing.
If your question isn’t covered here, the Companies Register help centre is the final word on current fees and forms.
Related reading: Best Accounting Software for Sole Trader 2025 Comparison · How Much Is GST? Rates, Calculations, and Examples for 2025