NZ Company Formation: Scrib🐮 Guided Prep

TL;DR: Scrib🐮's M2 Guided Preparation wizard walks you through New Zealand company formation under the Companies Act 1993 — from name reservation to Companies Office registration — generating your constitution and shareholder documents along the way.

The Challenge

Registering a company in New Zealand through the Companies Office (https://www.companiesoffice.govt.nz/) is straightforward for the online form — but the documents that govern the company are not generated by the registration portal. The company's constitution (if you choose to adopt one) and the initial shareholder resolutions must be prepared separately and kept on file at the company's registered office.

New Zealand's Companies Act 1993 provides default rules that apply to all companies that do not adopt a constitution. These defaults work for simple companies but create limitations for more complex structures: the default rules do not limit share transfers, do not provide for pre-emption rights among shareholders, and do not cover the rights of different share classes.

Most founders who register online without adopting a constitution later discover they cannot easily add share transfer restrictions or different share class rights without amending the constitutional framework — which requires a special resolution.

How Scrib🐮 M2 Guided Prep Solves It

Scrib🐮's M2 wizard for New Zealand company formation guides you through the registration process and the optional constitution simultaneously.

Phase 1 — Company name:

Enter your proposed company name. The wizard links to the Companies Office name search (https://www.companiesoffice.govt.nz/companies/search-for-a-company/) and explains naming rules: the name must not be identical or confusingly similar to an existing company name, registered trademark, or body corporate name. Names containing "Limited" are typical; New Zealand companies use "Limited" (not "Pty Ltd").

Phase 2 — Directors and shareholders:

Enter director details (full name, date of birth, and residential address). At least one director must live in New Zealand or in an Exempt Country (Australia, UK, Canada, or certain others under the Companies Act 1993 s10). The wizard flags non-compliant director configurations.

Enter shareholder details: name and address for each shareholder, and the number of shares to be issued (ordinary shares are the default; the wizard offers multi-class configurations for founders who need them).

Phase 3 — Constitution decision:

The wizard presents the key questions that determine whether you need a constitution:

• Do you have more than two shareholders with different roles or investment levels?
• Do you want to restrict share transfers (to prevent unwanted third parties from becoming shareholders)?
• Do you plan to issue different share classes in the future?
• Do you want the directors to have authority to issue shares without shareholder approval?

If the answers suggest a constitution is advisable, the wizard generates one covering: share transfer restrictions (hembud-style pre-emption rights), the number of directors and their appointment/removal procedures, decision-making by written resolution, dividend distribution policy, and winding-up procedures. If default rules suffice, the wizard notes this and skips constitution generation.

Phase 4 — Incorporation application:

The wizard generates a pre-filled summary of the information required for the Companies Office online incorporation form, with field-by-field guidance on the online portal. The incorporation fee is NZ$44.58.

Phase 5 — Post-registration documents:

After receiving the company number from the Companies Office, the wizard generates: the initial shareholder resolution approving the constitution (if adopted), the first board resolution covering officer appointments and banking authority, and the initial share register entries.

Reference: Companies Office guidance (https://www.companiesoffice.govt.nz/companies/incorporating-a-company/) and Companies Act 1993 (https://www.legislation.govt.nz/act/public/1993/0105/latest/DLM319570.html).

Scrib🐮 is a document preparation service. For structural advice on New Zealand company formation, consult a New Zealand solicitor or accountant.

What's Included in Your Scrib🐮 Pass

Pricing: From $149/month — all menus, all countries, unlimited documents.

Why Scrib🐮 vs DIY or Traditional Services

DIY risk: Registering online without a constitution means your company is governed entirely by the Companies Act 1993 defaults — including free share transferability. Any shareholder can transfer their shares to anyone without requiring approval or offering them to existing shareholders first. For a closely-held family business or co-founder startup, this is a significant governance gap.

New Zealand solicitor: NZ solicitors charge NZ$800–NZ$2,500 for company incorporation with a custom constitution. For a simple company, this is disproportionate.

Scrib🐮: The wizard guides you through the constitution decision, generates a comprehensive document if needed, and covers the full post-registration document set. At $149/month, the same pass covers employment agreement (IEA) templates and lease agreement templates.

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Frequently Asked Questions

Q: Does New Zealand require a New Zealand director?

Yes. Under the Companies Act 1993 s10, at least one director must live in New Zealand or in a prescribed country (Australia, UK, Canada, and others defined by regulation). If you do not have a New Zealand-resident director, you must appoint one before registration. Some corporate service providers offer professional director services.

Q: How long does New Zealand company registration take?

Online registration through the Companies Office is typically processed within 1–3 business days. The Companies Office issues a company number immediately upon successful application, and the certificate of incorporation follows by email. The incorporation fee is NZ$44.58 payable online.

Q: Do I need to register for GST (Goods and Services Tax)?

GST registration is not required at incorporation — it becomes mandatory when your taxable turnover exceeds NZ$60,000 in a 12-month period. You can register voluntarily before that threshold. The Inland Revenue (https://www.ird.govt.nz/gst) handles GST registration separately from the Companies Office incorporation process.

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