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Companies Act 1993

Incorporation - Method of incorporation

12: Application for registration

You could also call this:

“How to apply to register a company”

You must send or deliver an application to register a company to the Registrar. The application needs to be in the right form and signed by everyone applying. You also need to include some important documents:

A document signed by each person who will be a director. This document shows they agree to be a director and confirms they are allowed to be one.

A document signed by each person who will own shares in the company. This shows they agree to be a shareholder and how many shares they will have. If someone else signs for them, you need to include proof that they are allowed to do this.

A notice that reserves a name for your new company.

If your company will have a constitution, you need to include this too. At least one person applying must confirm it’s the company’s constitution.

Your application must also include some key information:

The full name and address of everyone applying.

For each director: their full name, when and where they were born, and where they live.

The full name, address, and number of shares for each shareholder.

Information about the company that will own your company (if there is one).

The address of the company’s registered office.

An address where official papers can be sent to the company.

If none of the directors live in New Zealand, you need to provide extra information about at least one director who lives in a country where New Zealand can enforce its laws. You must confirm they are a director of a company in that country, which is set up under similar laws to New Zealand. You also need to provide some specific information about that company.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320111.

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11: Right to apply for registration, or

“How to register a company”

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13: Registration, or

“How to officially create and register a new company”

Part 2 Incorporation
Method of incorporation

12Application for registration

  1. An application for registration of a company under this Act must be sent or delivered to the Registrar, and must be—

  2. in the prescribed form; and
    1. signed by each applicant; and
      1. accompanied by a document in the prescribed form signed by every person named as a director, containing his or her consent to be a director and a certificate that he or she is not disqualified from being appointed or holding office as a director of a company; and
        1. accompanied by—
          1. a document in the prescribed form signed by every person named as a shareholder, or by an agent of that person authorised in writing, containing his or her consent to being a shareholder and to taking the class and number of shares specified in the document; and
            1. if the document has been signed by an agent, the instrument authorising the agent to sign it; and
            2. accompanied by a notice reserving a name for the proposed company; and
              1. if the proposed company is to have a constitution, accompanied by a document certified by at least 1 applicant as the company's constitution.

                1. Without limiting subsection (1), the application must state—

                2. the full name and address of each applicant; and
                  1. in relation to every director of the proposed company,—
                    1. his or her full name and date and place of birth; and
                      1. his or her residential address; and
                        2. the full name and residential address of every shareholder of the proposed company, and the number of shares to be issued to every shareholder; and
                          1. the proposed company's ultimate holding company information; and
                            1. the registered office of the proposed company; and
                              1. the address for service of the proposed company.

                                1. If no directors of the proposed company live in New Zealand, the application must, in relation to at least 1 director who lives in an enforcement country,—

                                2. confirm that the director is a director of a body corporate that is incorporated in that enforcement country under a law that is equivalent to this Act; and
                                  1. include the prescribed information in respect of that body corporate.

                                    Notes
                                    • Section 12(2)(b): replaced, on , by section 10(1) of the Companies Amendment Act 2014 (2014 No 46).
                                    • Section 12(2)(b)(iii): repealed, on , by section 16(1) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                                    • Section 12(2)(ca): inserted, on , by section 10(2) of the Companies Amendment Act 2014 (2014 No 46).
                                    • Section 12(3): inserted, on , by section 16(2) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).