You need to decide whether a limited-liability company is the best legal form for your business. The alternatives are a partnership (see related articles How to enter into a business partnership agreement) and How to structure your business). A business may change its legal form at any time. Each form provides a different legal framework for your business activities, including your liabilities. A company has a legal identity of its own, separate from its owners.
Before it can be registered and incorporated, a company must have the following elements:
You will need to select a suitable name for your company. The Companies Office provides a website (www.companies.govt.nz) where you can check whether your proposed name is already in use. You can search for company details on this website by company name, directors, shareholders and addresses.
It is also a good idea to check that your proposed company name does not infringe on anyone else's trademark name. You can do at the website of the Intellectual Property Office of New Zealand (www.iponz.govt.nz).
Be aware that information obtained at the Companies Office website is no guarantee of a complete search.
Before you can apply to register your proposed company you must first reserve a name for it with the Companies Office. Your application must be sent to its Auckland Office, together with the prescribed fee.
When the Companies Office has reserved your proposed name, it will send you a notice of reservation. This notice is valid for 20 working days after it is issued, which means that if you wish to register the company under that name you must apply within those 20 days.
If your name reservation is declined the Companies Office will notify you and ask you to select another. There is no additional fee for this.
If your desired name has been reserved, one or two people authorised by the company may then apply for the company to be registered. You must file an application for registration on the standard form, along with the following documents:
You can get all the necessary forms from the Companies Office (these are also available on-line at their website: www.companies.govt.nz) and from some large stationery shops.
When the Companies Office is satisfied that your application complies with all the requirements, including payment of the required fee, it will register the company and issue you with a certificate of incorporation for the company. The company is then incorporated under the COMPANIES ACT 1993 from the date stated in the certificate.
The constitution is a document that sets out the rules for running the company. You are able to have a company without a constitution and to rely instead on the constitution in the first three schedules of the COMPANIES ACT 1993, which will then automatically apply to your company. This would be acceptable for a husband and wife company, but it is advisable to have a specially designed constitution in any other situation. See How to draft a company constitution .
You may also buy an off-the-shelf company that has already been registered, and then apply for a name change with the Companies Office. Most lawyers or accountants will offer this service.
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