How To - How to Register Your Company



Registration is also referred to as incorporating your company.

The 2 ways are:

  1. Online incorporation. You can incorporate your company by going on to the Internet and logging on to the Companies Office web site. Information on the web site will set out how a person can register a company by following their prompts and completion of various forms.

  2. In person or by Post - by calling into the Companies Office to complete registration or by or applying by post.

    If you decide to incorporate a company you can secure an Application for Registration of a company form (Form 1), as well as a Consent and Certificate of Directors form (Form 2) and Consent of Shareholders form (Form 3). These are available from the Companies Office, or can be downloaded from the Companies Office web site.

    Once these forms are completed, you can post them with the prescribed fees to the following address:

The Companies Office
National Processing Centre
Private Bag 92061
Auckland Mail Centre

The Companies Office will register the company and then forward the documentation back to you on completion.


4 Steps – How to Form Your company

The procedure of company formation involves the following 4 steps:

  1. Obtain a name for your company.
  2. Decide whether to set up your own constitution or use the default one in the Act.
  3. Obtain the consent of the members, directors and secretary.
  4. Apply to register your proposed company.


Step 1: Obtain a name for your company
The first thing you have to do is make application to secure the name you wish to use. This application allows you to reserve the company’s name until your documentation is ready to be filed. Once the name is reserved, the Registrar will issue a Notice of Reservation and you will have 20 working days from the date of issue to complete the registration process, otherwise the registration will lapse.

You can go to the Companies Office web site at www.companies.govt.nz and check whether the name you are proposing is available. You have to ensure that the proposed name does not infringe on anyone else’s company name or trademarks, etc. You may also need to do a search of the availability of the name by going to the Intellectual Property Office of NZ and see if anyone else has it as a trademark or has registered in any other way.

The web site for this is www.iponz.govt.nz. Something many people forget is that if you are also looking to go online, you need to see if the company name you want to use is also available as an Internet domain name.


Step 2: Constitution

Choose whether to use the default Constitution or draft your own. It is a good idea to draft your own Constitution to cover specific rules that apply to your company, especially when other people are involved. This will save headaches and arguments later on and also makes very clear from the beginning how the business of the company is to be conducted.

If you don’t draft your own Constitution, the company will come under the draft Constitution contained in the Limited Liability Coy Law. While this is sufficient for most situations, it may not be specific enough to cover your company’s operations, so the recommendation is to draft up your own. You may need to go through what you want to include in the Constitution with your accountant and solicitor.


Step 3: Obtain consents of members, directors and secretary.

You will need to get written consent from each person who agrees to become a shareholder in the company, a director in the company and a secretary in the company. You cannot bring on members, directors or secretaries without their written authorisation and acceptance.


Step 4: Apply to register your proposed company.

Once you have obtained your company name and received the various acceptances of the people who will be involved, you can then apply to the Companies Office for registration or incorporation.

There is a standard application form to be completed and sent to the office with the following documents:

  • Written consents from every director consenting to be a director and confirming that they are not disqualified from acting.
  • Written consents from every shareholder accepting the number of specified shares.
  • A written consent from the person who is prepared to act as secretary, if the company decides to appoint one.
  • The notice from the Companies Office confirming the reservation of the name that has initially been approved.
  • A copy of the company’s constitution, if you have one. This has to be properly certified by the applicant.
  • The prescribed fees for this process.

All this documentation must then be lodged with the Companies Office and they will proceed to effect registration.


Where to Get the Necessary company Forms
You can get all the necessary forms from the Companies Office. These forms can be collected from the Companies Office, or downloaded from the Companies Office web site, as required. The web site address is www.companies.govt.nz. You can also obtain the necessary forms from selected, large stationery retail stores.


Buying “Off the Shelf” Companies
Many people choose to buy an “off the shelf” company that has already been registered. You can then apply to the Companies Office for a name change, in line with your proposed name, and make any other changes needed to the “off the shelf” documents.

The shelf company is basically a company that is already formed and sitting of the shelf, ready to be used. Various firms who specialise in this area sell them and some accountants and lawyers are able to offer this service. What actually happens is that the company is fully formed with its own shareholders and directors, but has not traded. It is therefore, legally registered and able to be operated as soon as somebody requires a company at short notice.

Often a situation will arise where a company is required immediately, and rather than wait and take the time to arrange incorporation of a new company, the party will buy a ready-made company and make the necessary changes to directors and shareholders as required.

Shelf companies are best used in situations where the requirements of the company are straightforward and simple.

 


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