How to register a business and meet legal requirements in NZ
Many Kiwis have a passion or idea they’d like to turn into a business. If you're reading this, you're likely taking practical steps to make that happen. Registering a business in New Zealand involves a few important legal and registration requirements. To help you get started, we've outlined the key steps below, along with the associated costs of registering a business in NZ that you'll need to consider before officially launching.
Steps to registering a business name in New Zealand
1. Decide on a business name
Presuming you already have a business name in your head, you can quickly check its availability with the NZ Government’s ONECheck tool.
2. Register a domain name
Now that you know what business name you’ll be going with, you can register a domain name to match. Use our domain name checker tool at JumpStarter to make sure your desired .co.nz or .nz name is available.
3. Select a business structure
NZ's three most common business structures are sole traders, companies, and partnerships. Naturally, each has its respective pros and cons. If you're considering registering as a sole trader in NZ, it's one of the easiest and most affordable options. Sole trader business structures don’t require registering a company in New Zealand but you’ll still need to apply for an NZBN and make sure you’re set up with Inland Revenue for tax purposes.
4. Get a New Zealand Business Number (NZBN)
An NZBN is a unique 13-digit number that identifies a business in NZ. If you form a company in New Zealand, it will automatically get an NZBN. However, you can also register for one online. It’s free to apply for an NZBN, whether you’re going into business as a sole trader, self-employed person, or partnership.
5. Set up a RealMe login to register your business
To form a business in New Zealand, you might need to register with a few different government agencies. You can create a RealMe login when you register for an NZBN.
6. Do you need a trade mark when registering a business in NZ?
Trade marks in NZ can cover words, logos, shapes, colours, and even sounds or smells. Registering a trade mark is not compulsory, but it can protect your brand from being copied by competitors and provide long-term value to your business. It’s worth considering whether a trade mark is right for you, especially if your business relies heavily on a unique name, product, or identity.
How to register a trade mark in NZ
Obtaining a trade mark registration for your start-up can greatly help strengthen and protect your brand, by preventing competitors from imitating it.
If you’re new to registering trade marks in NZ, it’s wise to apply for a search and preliminary advice (SPA) report first. The report will tell you whether your trade mark is unique enough and whether it’s already registered by someone else. You can get the report via the NZ Intellectual Property Office (IPONZ) website for $50, excluding GST. You can also search the trade mark register for free.
It’ll take you up to five days to receive the SPA report. If you decide to go ahead with the registration, you’ll be able to do it online with IPONZ.
Pro tip
You need to be aware that various classes of trade marks exist. So, if you’re interested in registering trade marks, you may need professional advice on the relevant classes for protecting your New Zealand Aotearoa business.
The standard fee for a trade mark application, per class, is $100 excluding GST. You will pay a reduced fee if you apply for the trade mark within three months after receiving your SPA report and use the same information as assessed in the SPA report.
How to register a company name in NZ (skip if sole trader or partnership)
1. Reserving the company name (If setting up a company)
This is a separate step from business name registration and is only required if this is your chosen business structure.
If you're registering as a company, reserving your company name is essential for compliance under NZ law. Again, a RealMe login will be required, and there is a fee of $10, plus goods and services tax (GST). The Companies Office website explains the full process.
2. Registering the company
Presuming you’ve decided in favour of a company structure for your Kiwi business, it’ll finally be time to use the Companies Office website to register it.
3. The certificate of incorporation
You need it if you’re looking to register as a company with the Companies Office, which will issue the certificate on successful registration.
This document is essential for starting a company in NZ. You can use the Companies Register website to create one for your business.
To do so, you will need details of your company name and names and consents from the people you intend to be your company shareholders and directors.
Reserving a company name costs $10 plus GST. The application fee for incorporating a company is $118.74 plus GST.
4. A company constitution
You need it if your business is a cooperative company - a company owned and controlled by its members, usually to meet shared needs. Otherwise, it isn’t legally required.
Following the incorporation of your NZ company, you may be interested in filing a constitution. This is a public document that stipulates the rules under which the company will be operated.
It isn’t strictly necessary for a Kiwi company to have a constitution. However, it can be a great way of enhancing transparency, which may help attract investors.
Legal steps to registering your business
1. Register for GST (optional if under $60K revenue)
GST registration is not compulsory to getting your business started, especially if you are unlikely to be making more than $60,000 in annual sales. However if you are likely to generate more than NZ$60,000 in your first year of business then you must register for goods and services tax (GST) with Inland Revenue. You can register for GST when you register your company or online via the Inland Revenue website.
We strongly encourage you to consult with an accountant about GST so you can make the right choice for your business early on, even if you are under the $60K revenue threshold. IRD also runs regular seminars around the country about GST basics for business owners and self-employed people.
2. Check that your business will comply with basic legal regulations
Naturally, the exact regulations that your NZ business will need to adhere to will depend on its nature and location in the country.
For example, if you open a bakery, you must comply with the Food Act 2014, which focuses on the safety and suitability of the food a business produces. If, on the other hand, you start a beauty salon in Auckland, you will need to be informed about the Health and Hygiene Bylaw 2013. So, we would urge you to consult a legal expert when navigating all these.
Below are a few other New Zealand business laws and regulations that you may need to be mindful of:
- The Companies Act 1993 will apply to you if you choose the company structure. It covers such matters as company names, how companies can be incorporated, and the powers of companies.
- The Employment Relations Act 2000 is relevant if you plan to have employees. It outlines the minimum terms and conditions of employment in NZ and applies to all employees, including full-time employees (FTEs) and casual workers (if they’ve signed an employment agreement). It doesn’t generally apply to contractors.
- The Consumer Guarantees Act 1993, applies to all businesses selling products and services that are usually for personal or household use. It sets minimum guarantees for the safety, quality, and usability of products and services sold by Kiwi businesses.
- The Fair Trading Act 1986, applies to all businesses in New Zealand Aotearoa. It aims to ensure consumers are given full and accurate information about goods and services.
- The Privacy Act 2020 governs how organisations in NZ can collect, store, use, and share personal information. For example, if you keep a list of your customers’ names, phone numbers, and email addresses, this is personal information. You must comply with the Privacy Act requirements when handling and storing this data.
3. Check that your business has the right contracts and legal documents
When you are launching a brand new business in NZ, there are various legal documents you will likely need to prepare and keep at hand, whether now or later.
In most cases, you are not legally required to consult a lawyer to write these documents. However, we encourage you to get professional help to save yourself trouble later. Consider it an investment in your new business's solid foundation rather than an expense.
Here is your cut-out-and-keep checklist of some of those potentially vital contracts and legal documents:
Employment agreements
If you intend to employ people at your Kiwi business, you will need a written employment contract for each employee. There is no standard structure that all New Zealand employment agreements are legally required to have. However, certain mandatory content needs to be included.
Each employment agreement must include the employer and employee names, job description, the number of hours or days the employees will work, and other vital employment terms and conditions.
Non-disclosure agreements
These agreements, commonly known as “NDAs”, can be very useful if you choose to share confidential information with suppliers, investors, or partners of your business. They can help ensure your company’s confidential information is not leaked to competitors.
A shareholders agreement
If you are starting a company in NZ that will have more than one shareholder, this can be a critically important document.
A shareholders agreement is a confidential contract between the company’s shareholders, regulating the relationship between them. It typically covers such aspects as voting rights, dispute resolution, and the business decisions that require shareholder approval. Once this agreement has been signed, it will be legally binding.
A partnership agreement
If you opt for the partnership approach to running a Kiwi business, it can be a good idea to put together a written partnership agreement before you begin your business activities. This can help prevent disputes.
This document will need to set out clear rules for all partners. It must explain, for example, the responsibilities of each partner, the share each partner will hold in the business, and how any disputes between the partners will be resolved.
Service agreements
A service agreement is a legally binding contract between the provider of a service and a client that will be receiving the service. This document will explain what the service provider will provide, how this service will be provided, and the payment terms.
Service agreements are crucial for new Kiwi businesses. They help protect both parties’ interests and make sure the expectations of the two parties are absolutely clear.
Action point
Now that you know a bit more about the essential registration and legal requirements for a new business in New Zealand, why not jump in with JumpStarter? Subscribe to our newsletter to receive notifications about new blog articles and guides, to help put your start-up in the best position for success.
