How Much Does It Cost to Register a Company in New Zealand? (2026)

Registering a company in New Zealand through the Companies Office costs NZD $136.55 (GST-inclusive) for online filing. That covers your Companies Act 1993 registration fee, your company number, and your entry on the public register. You can be incorporated the same day if your application is complete. Annual return fees, a constitution, and any professional help come on top of that.

The $136.55 registration fee: what it covers

The $136.55 fee (GST-inclusive) is paid through the Companies Register portal at companiesoffice.govt.nz. The fee covers:

• Assigning your New Zealand Business Number (NZBN)
• Issuing your company number (also your IRD entity identifier)
• Publishing your company's details on the public register
• Filing the initial shareholder and director records

There is no separate state or territorial fee — New Zealand operates a single national register. The online path is immediate; a paper-based application used to be available but has been phased out for most applicants.

Annual return: the ongoing cost

Every registered company must file an annual return with the Companies Office. The fee depends on company type:

• Standard company (non-filing entity): NZD $57.20 per year (GST-inclusive)
• Filing entity (annual report required): NZD $57.20 plus any audit costs

The annual return is due within 20 working days of the company's annual return month, which is set at incorporation. Missing it triggers reminders and, if ignored, can lead to removal from the register under section 317 of the Companies Act 1993. Reinstatement after removal costs $100.

The annual return confirms that director and shareholder details are still correct. It does not require filing financial statements unless your company is a "large company" under section 45 of the Financial Reporting Act 2013, which broadly applies to entities with total assets exceeding NZD $66 million or total revenue exceeding NZD $33 million (thresholds updated effective 29 September 2025 by the Regulatory Systems (Economic Development) Amendment Act 2025).

Constitution vs the default rules: does it cost extra?

Under the Companies Act 1993, every company is automatically governed by the default provisions in Schedule 1 of the Act if no constitution is adopted. Many small companies incorporate without one and operate fine under those defaults.

Adopting a company constitution at incorporation is free — you upload a document during the online registration process. The cost is the time drafting it, or a lawyer's fee if you engage one. A standard lawyer-drafted constitution for a small private company typically costs NZD $500–$1,500 in New Zealand.

A constitution matters when you want to vary shareholder rights, restrict share transfers, set quorum requirements above the defaults, or grant weighted voting. For a single-owner company, the defaults usually suffice. For a company with multiple shareholders or external investors, a tailored constitution — along with a shareholder agreement — is worth the spend from day one. Using a free New Zealand company constitution template can reduce legal drafting costs by giving your lawyer a clean starting point.

Registered office and address for service

Every New Zealand company needs a registered office address and an address for service. Both must be physical New Zealand addresses (not PO boxes) where documents can be served.

If you don't have a NZ address, virtual office services charge roughly NZD $150–$400 per year for a registered office. This is not a Companies Office fee — it's a cost to a third-party provider. Directors living overseas face this cost unless a local director or accountant offers their address.

IRD number and tax registration

A new company does not automatically get an IRD number at incorporation. You must apply for one separately through Inland Revenue's myIR portal — no fee. If your projected taxable supplies exceed NZD $60,000 in twelve months, GST registration is also required at no cost.

Companies must pay provisional income tax in instalments once annual tax exceeds NZD $5,000, and fringe benefit tax if employees receive non-cash benefits. These are compliance obligations, not registration fees, but budget for a tax agent (typically NZD $500–$2,000 per year for a small company) unless you manage returns yourself.

Directors' liability under the Companies Act 1993

A company director in New Zealand owes duties under sections 131–149 of the Companies Act 1993. Key ones:

• Section 131: Act in good faith and in the best interests of the company
• Section 135: No reckless trading — a director must not cause or allow the business to be carried on in a manner likely to create a substantial risk of serious loss to creditors
• Section 136: A director must not agree to the company incurring an obligation unless the director believes on reasonable grounds that the company will be able to perform the obligation when it falls due

These are civil liability provisions. Breaching section 135 exposes directors to compensation claims by the company or its creditors. Understanding these duties before incorporating saves surprises later.

Buying a shelf company: is it cheaper?

A shelf company is a pre-registered company with no trading history, sold ready to use. Shelf companies in New Zealand are less common than in some other jurisdictions. Providers charge NZD $150–$350 for a basic one. For most founders, incorporating fresh is faster, cheaper, and cleaner — there is no advantage in a New Zealand shelf company unless you specifically need a registration date predating your application.

Total cost summary for a typical small company

| Item | Cost (NZD) | |---|---| | Companies Office registration fee | $136.55 | | Constitution (template, self-prepared) | $0–$50 | | Constitution (lawyer-drafted) | $500–$1,500 | | Registered office (if needed) | $0–$400/year | | Annual return | $57.20/year | | IRD number | $0 | | GST registration | $0 | | Accountant/tax agent (optional) | $500–$2,000/year |

The hard minimum is $136.55 to get on the register, plus $57.20 each subsequent year. A company with a local director, a self-prepared constitution, and in-house bookkeeping stays well under $500 in year one.

What the Companies Office checks

The Companies Office does not assess the merits of your business — it checks administrative requirements only. An application is rejected or flagged if:

• The proposed name is identical or too similar to an existing registered name (section 22 of the Companies Act 1993 bars names that are identical or almost identical to an existing name, or that the Registrar considers offensive)
• Director or shareholder details are incomplete
• The company's registered office address is missing or is a PO box

Name checks are available free via the Companies Register search before filing. Overseas persons holding 25% or more of shares must also be reported to the Overseas Investment Office if the company acquires certain New Zealand assets.

Sole trader or company: a quick cost comparison

Sole traders pay nothing to register their trading name unless it differs from their legal name, in which case a business name registration through the Companies Office costs approximately NZD $44.20. The trade-off is unlimited personal liability for business debts — a risk that a registered company's separate legal personality under section 15 of the Companies Act 1993 eliminates.

For anyone earning meaningfully above expenses or carrying contract risk, the $136.55 company registration fee is among the cheaper risk-management tools available in New Zealand law.