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incorporated in New Zealand, anoverseas company registered in NewZealand must complete an “AnnualReturn” once a year confirming thekey information about the company(e.g. address details and directors ofthe company). An overseas companywill also be required to file financialstatements with the Registrar which willbecome publicly available. Generally,these accounts will need to cover theNew Zealand “branch” operation as wellas the overseas company’s activitiesoutside New Zealand, and will likelyneed to be audited.CompaniesThe process to incorporate a newsubsidiary company in New Zealandis simple and straightforward. Theprocess can be completed “on line” anda new company registered within amatter of hours of lodging the requireddocumentation.To incorporate a company, therequirements are to:(a) reserve the company name;(b) provide a registered office addressand address for service (theseare often the same). If the newcompany does not have a physicalbusiness presence in New Zealand,a solicitor or accountant may bewilling to provide this service for thecompany; and(c) have at least one shareholderand one or more directors. Thedirector must be a person, but theshareholder would usually be theoverseas company. The directordoes not need to be resident in NewZealand (although this may affectthe tax residency of the company).The director(s) and shareholder(s)will each need to sign a consentform for registration.It is not necessary (although it is oftendesirable) to adopt a constitution.This can be done at the same time asincorporation, or at a later date.As with a company registered as an“Overseas Company”, a New Zealandsubsidiary will be required to file anannual return and register it with theCompanies Office.In certain circumstances, it may bepreferable to acquire an existing NZregistered company. This would bedone primarily through the acquisitionof shares in that existing company.There are certain matters which willneed to be considered including:(a) whether Overseas Investment Officeconsent will be needed;(b) whether the approval of theCommerce Commission is needed;and(c) whether the Takeovers Code isrelevant.These matters are considered later inthis guide.Limited partnershipsLimited partnerships in New Zealandare governed by the LimitedPartnerships Act 2008.A limited partnership is a separatelegal entity and is formed byregistration at the Companies Office. Itmust have at least one general partnerand one limited partner (and a personmay not be both a general partner anda limited partner at the same time) butthere is no upper limit on the numberof either class of partner. A generalpartner may become a limited partnerand vice versa.3