Incorporating your Company



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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