Open a Holding Company in New Zealand: Incorporation Steps

Investors looking to open a holding company in New Zealand can rely on the services provided for this purpose by our company formation experts.

Quick Facts
Legal entities used	Limited company incorporated as per the New Zealand company formation laws
Incorporation method	Registration with the Companies Office for the holding in New Zealand
Incorporation time	Estimated at 3 working days
Types of assets owned by the holding	– stocks in other companies, – bonds, – real estate, – trademarks, – copyright, etc
Requirement for local bank account (Yes/No)	Yes
Residency requirements for the founder(s)	No
Advantages	– asset protection, – subsidiary management and control, – succession planning
Precautions	The treatment of different types of assets for tax purposes
Shareholding structure	The holding in New Zealand acts as the parent business entity for other business forms.
Minimum Capital	No mandatory minimum capital for a holding in New Zealand The LLC is required to issue at least 1 share
Taxation in New Zealand	28% standard corporate income tax rate
Control	The New Zealand holding company is controlled by its founders.
Registered agent requirements	A registered agent is not mandatory, but advisable.
Accounting and reporting	Small and medium companies are subject to lighter accounting requirements. The annual income tax return is due by 7 July, or by 31 March of the following year when filed through a tax agent
Number of double taxation treaties	New Zealand has 40 double tax treaties with countries worldwide.

How do I open a holding company in New Zealand?

The general steps are briefly listed below by our company formation specialists:

Select a suitable business structure. This is often a private limited liability company.
Choose an available business name. The brand name can be different, but the name of the company as it will be registered with the New Zealand authorities, must be available for use. You will pay a fee for reserving your chosen name while handling the other steps for company formation in New Zeeland.
Prepare the company documents: drafting the constitution (optional) and gathering the other supporting documents is a step with which our team will assist with.
Register the business: the new company is fully formed once it is duly registered with the Companies Register.

What is a holding company in New Zealand?

A holding company in New Zealand is a company that is not involved in trading; rather, it is used solely for the purpose of owning shares in other legal entities and controlling them by means of having a majority shareholding.

Who can open a holding company?

There are no restrictions on company formation in New Zealand in terms of investor nationality or residency. Full foreign ownership is permitted for all types of legal entities, including corporations that are structured as a holding company.

How is a holding company used?

Some of the common uses of a holding company in New Zealand are briefly listed below by our team:

Protect various types of assets: the holding company can be used for holding capital, property such as real estate, or intellectual property;
Reduce risk: by separating the assets with the help of a holding company, the overall risk is reduced; moreover, should a subsidiary fail, the holding company is generally not liable for its actions;
Development: the holding company can diversify its assets; it can take up new investments and cease to invest in certain types of assets, accordingly;
Succession: the holding company survives the change of ownership or the death of its founders; it can be a useful tool for succession planning.

What are the main requirements for holding company creation?

Because a New Zealand holding company is essentially incorporated as a locally registered legal entity, a set of obligatory requirements apply, as listed below by our agents:

It must have a registered office address in New Zealand. Upon request, we can connect you with a virtual office provider;
The business will be issued an Inland Revenue Department number for tax purposes, once it is incorporated;
While there are no specific conditions for the founders of the business, the company must have at least one director who lives in New Zealand or in Australia and is the director of an Australian-based company.

Because the holding company is not actively engaged in trading, nor does it offer import/export services, it will not require special permits and licenses.

How much does it cost to set up a holding company in New Zealand?

When working with our team, you can expect the following one-off payments for the establishment and incorporation of a company, regardless of its object of activity:

NZD 250 per person for due diligence on company directors and shareholders;
NZD 9,000 for the company formation package that includes: document drafting and submission for registration, completing the shareholder and director registers, and IRD number registration;
NZD 2,500 plus GST for bank account opening (liaison with the bank, completing and providing the documents and handling the bank account opening process).

What are some mandatory compliance requirements for the New Zealand holding company?

Investors who plan to open a company in New Zealand that will not be used as a holding company itself, but rather will be controlled by a holding company located in another country, need to report this status.

For the purpose of company formation, the ultimate holding company (UHC) status is reported when registering a company in New Zealand with the Companies Office, part of the Government of NZ.

This means that when a company incorporated in the country has an ultimate holding company that will have majority shareholding in it, information about the UHC will be included in the data submitted to the Register. The information that will be disclosed about the holding company controlling the business registered in New Zealand will be the following:

name and country of registration;
registration number or code;
the address of its registered address.

How is a holding company in New Zealand taxed?

The taxation regime applicable to NZ registered companies is the following:

28% corporate income tax;
dividend withholding tax of 0% on fully imputed dividends when the nonresident has a voting interest of 10% or more in the company;
in other cases, the nonresident withholding tax on dividends is 15% (fully imputed or treaty rate) or 30% (unimputed);
there is no special holding company regime in New Zealand.

The tax year in NZ has a standard run date from 1 April to 31 March the following year. Companies can apply for a non-standard date in certain cases, such as to align the accounting and tax year end.

Contact us for more information about holding companies, the regimes applicable to these entities, and other relevant questions.