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Open a Branch Office in New Zealand
Updated on Monday 12th April 2021
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Just like foreign investors, foreign companies interested in setting up their business presence in New Zealand benefit from very advantageous conditions. Among these, the possibility of deciding the type of structure they can use for their operations in New Zealand.
Foreign companies can open subsidiary companies, branch offices or representative offices in New Zealand. Out of these 3 options, the subsidiary and the branch office are the most employed. A New Zealand branch office is an extension of a foreign company in this country, which means it is legally bound to complete the activities of the parent company.
Those who want to open a branch office in 2021 can rely on our New Zealand company formation consultants for assistance in registering this business form.
Requirements for opening a New Zealand branch office in 2021
Foreign companies seeking to set up branches in New Zealand are subject to the requirements imposed by the Company Law which provides for the following:
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- the branch office must have a legal address and a resident representative;
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- the branch office must have a local management body, who can be made of natural persons or other companies;
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- the parent company is required to file the necessary documents for incorporation with the Companies Register in New Zealand;
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- the representative of the parent company must open a corporate bank account with a local bank.
The Overseas register is the one used in case of overseas companies set up as a New Zealand business. Advanced searches on existing companies are possible, however, those interested should note that not all information about an overseas company is kept by the Overseas Register. Details about the shareholdings or liquidation-related issues must be checked with the company register in the country where the overseas company is registered. However, there is an explicit requirement for foreign companies registered in NZ to notify the Register if the parent company goes into liquidation.
A NZ branch is governed by the laws in New Zealand, however, it is not a separate legal entity from the parent foreign company. This means that it can be sued in New Zealand by local creditors (this is advantageous for NZ creditors as they avoid commencing the legal proceedings directly with the parent company, which would mean dealing with a different legal system). Moreover, the branch can have its assets distributed in New Zealand in case of liquidation (to the benefit of any NZ creditors, as applicable).
If you are a foreign investor looking to set up a company in New Zealand, our local advisors can offer the necessary information to get started.
The steps needed to open a branch office in New Zealand
Foreign businesses that set up their activities in New Zealand in 2021 need to follow four main steps. The registration must take place within 10 days from the branch’s first day of activity in the country.
Australian companies that do business in New Zealand via a branch office are also required to register.
Below, our New Zealand company formation agents highlight the four important steps:
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Reserve the company name: this is important because the branch needs to have exactly the same name as the one it uses in the country in which it is originally incorporated.
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Prepare the documents for registration: these include the registered address that will be used for the branch in NZ, the appointed authorized person, the date on which the branch started business, the parent company’s Certificate of Incorporation as well as the director’s details;
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Submit the application: this is the formal application for a NZ branch registration and it can be performed once the approval for the name reservation is received;
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Receive the confirmation: once the application for registration is processed, the branch receives the Certificate of Registration and it will be included in the Overseas Register.
Australian companies have an option to enter their Australian Company Number and retrieve the name from the Australian Securities and Investments Commission register. This allows the company to make sure that the business name reserved in New Zealand for the branch is the same as that of its Australian parent company.
Some of the costs associated with opening and managing a branch in New Zealand include:
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- $10 for the name reservation;
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- $105 for the online NZ branch registration (to which GST is added);
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- $45.39 plus GST to file the annual return;
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- 28% the tax rate for businesses in New Zealand, also applicable to branches.
Please note that the fees mentioned above can be subject to change.
In 2021, the goods and services tax (GST), the New Zealand equivalent of the value-added tax maintains a standard rate of 15% and a reduced rate of 0%. This tax applies to various types of goods and services, among which intangibles are also included (for example, digital downloads that are supplied remotely by an offshore provider). The GST also applies to the supply of distantly taxable goods. Our team can give you more details about this tax and how it applies in case of NZ branches.
Financial reporting and obligations for overseas companies in New Zealand
Upon registration, a NZ branch is required to provide essential financial information. The month in which the annual return will be filed can be chosen when the registration is made, however, it cannot be December or January. Moreover, a date for submitting the balance for the company will also be chosen on registration. For branches, it is useful to remember that they must have the same balance data as the rest of the company.
Large overseas companies that set up their operations in New Zealand are required to submit an annual audited financial statement with the Companies Register. More on this requirement can be provided upon request by our team of New Zealand company formation agents. Additionally, the New Zealand counterpart of a large overseas company will need to include the parent company’s financial statements when it submits its NZ financial statements.
Below, our team also lists other obligations for branch offices in NZ. If you need more details, please feel free to reach out to us for more details.
Obligations of branch offices in New Zealand
As a satellite of the foreign company, the New Zealand branch office is required to submit the following information with the Companies Register:
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- information about the parent company – the address in the home country and its incorporation documents;
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- annual accounting documents- financial statements of both branch and parent company;
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- information about a representative of the parent company in New Zealand;
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- an e-mail address through which the parent company can be contacted by the authorities.
Branch offices can operate in various industries in New Zealand based on specific licenses.
For assistance in opening a branch office in New Zealand, please contact us. You can also rely on us for other company formation services in New Zealand.
Meet us in Wellington
Call us now at +44 203 287 0408 to set up an appointment with our business consultants in Wellington, New Zealand. Alternatively you can incorporate your company without traveling to New Zealand.
As a BridgeWest client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in New Zealand.
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