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ESTABLISHING A BUSINESSBusiness structuresThere are a number of differentstructures which can be used toestablish a business in New Zealand.The most commonly used are:(a) establishing a branch office for anoverseas company; or(b) setting up a (or purchasing anexisting) New Zealand registeredcompany.Limited Partnerships have beenavailable in New Zealand since 2008and they are steadily increasing inpopularity.There will be a number of taxconsiderations which will need to betaken into account when consideringwhich business structure to use, andwhen thinking about carrying ona business or deriving other sourcesof income in New Zealand. If taxableactivities are undertaken both inNew Zealand and abroad, then doubletax agreements (or tax treaties) mayreduce the incidence of double taxationbetween countries.Anthony Harper has close links withspecialist tax advisers who can adviseon any complex taxation issues whichmay arise.Establishing a branch of an overseascompanyIn order for an overseas company tocarry on business in New Zealand, itmust apply to be registered under theCompanies Act 1993 as an “OverseasCompany”. The first step is to reservethe company’s name. This is to ensurethat there is not already a companyin New Zealand with that name, or asubstantially similar name. As part ofthe application process, the overseascompany must notify the Registrar of:(a) its principal place of business inNew Zealand (i.e. its branch office);(b) the full names and residentialaddresses of the directors of theoverseas company; and(c) the full name and address of oneor more persons who are residentor incorporated in New Zealandand is authorised to accept serviceof documents in New Zealand onbehalf of the overseas company.It will also be necessary to providedocuments evidencing the overseascompany’s incorporation, together withits constitutional documents (translatedwhere necessary). There is a specificexception for companies incorporatedin Australia. Where the necessarydocumentation is already registeredwith the equivalent of the Registrarof Companies in Australia, it doesnot need to be provided to the NewZealand Registrar.An overseas company carrying onbusiness in New Zealand must ensureits full company name and its countryof incorporation are stated clearly onall written communications sent by, oron behalf of, the company (e.g. letters,advertising materials, emails) and on alldocuments signed by the company.In terms of ongoing compliance, anoverseas company must not changeits name without first reserving thenew name with the Registrar. Further,if there is a change in the directors,principal place of business, orconstitution of the overseas company,the Registrar must be notified within20 working days. Like all companies2