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New Zealand Offshore Company Formation

The tax haven of New Zealand has company structures which operate as offshore business entities. Offshore companies which can be formed in tax haven New Zealand are New Zealand Limited Partnerships and New Zealand Special Purpose Companies. Both business structures will operate tax free as long as they make no income earnings within the tax haven of New Zealand. Both offshore business structures are recognized around the world. New Zealand offshore business companies can be used to reduce on taxes, asset protection as well as for trading in countries around the world.

The jurisdiction of New Zealand permits the formation of several types of business companies including, resident companies which can be limited liability companies, limited partnership companies and branches and subsidiaries of foreign companies. New Zealand also allows for the formation of charitable and non charitable trusts. With the right structure in place a New Zealand company can take advantage of offshore benefits in the jurisdiction. Companies which are allowed to operate an offshore in the tax haven of New Zealand are Limited Partnership Companies and New Zealand Special Purpose Companies.

A New Zealand Limited Partnership is made up of General and limited partners. The general partners are the ones who will incur all the debts of the corporation and the limited partners are only responsible for the debts of the company based on the contributions made towards the company. New Zealand Limited Partnership Company is regulated by the New Zealand Limited Partnership Act which was passed in the territory in 2008. New Zealand Limited Partnerships are registered at the New Zealand Companies this is done by submitting a complete Form 1 Application form (this is the standard application form used for forming limited partnerships in the jurisdiction) to the Companies Office in New Zealand.

For offshore company formation in New Zealand a general partner form the limited partnership or an agent working on behalf of the partners must sign a document which in essence states that the partnerships complies with the laws of the legislation which governs the offshore formation of such companies. The information to be included in the application form is:

  • The name of the limited partnership company
  • The address of the registered office in New Zealand and mailing address for the partnership
  • The names, addresses and nationalities of the persons who will become the general partners of the corporation
  • The names, addresses and nationalities of the persons who are the limited partners of the corporation
  • The name and address of the person incorporating the limited partnership company
  • A signed document from the partners stating their permission to form the New Zealand partnership (the document is known as the Form 5 Consent Form for General Partner) For the offshore company registration of a New Zealand Limited Partnership corporation the partners can enter into a partnership agreement. This agreement can also be submit for offshore company formation. The Partnership agreement simply states the laws which will govern the corporation and it may also contain the contributions of each partners and the rights and powers which each partner has within the partnership. The offshore formation of Limited Partnership in New Zealand has many benefits. A limited partnership formed in the tax haven of New Zealand will pay no taxes in the tax haven if all it income is earned abroad and all the partners in the c corporations are not residents of New Zealand. The legislation governing the formation of offshore limited partnerships in New Zealand allows for the use of corporate bodies to act as partners in the New Zealand Corporation.

Limited Partnership Legislation in New Zealand also allows for the formation of foreign partnerships in the tax haven. That is to say that a limited partnership already formed an incorporate in another country can register itself as an overseas limited liability partnership in the tax haven. An overseas limited partnership can do business within the territory or operate outside of the tax haven.

For the offshore formation of a New Zealand Special Purpose Company is very easy. This type of company is basically a New Zealand Company which is in charge of or is the trustee of a New Zealand offshore Trust company. The first step to achieving this type of offshore business structure in New Zealand will be the formation of a resident company which will then be used to manage the New Zealand offshore trust. For the formation of a resident company which will then be used as a Special Purpose Company a Memorandum of Association and Articles of Association must be submitted. The type of company preferred by foreign investors in the tax haven is the Private Limited Liability Company. The minimum number of shareholders for this company is one and at least one director is need. There are no limitations as to the number of directors the company must have.

Once formed the New Zealand Company or the New Zealand Trust can hold bank accounts or do its business operations anywhere in the world. If the New Zealand offshore Trust and the New Zealand Company does no business in the tax haven then it will operate as a tax free business entity. Zero local taxes will be levied on the Special Purpose Company. The Trust beneficiary and the rightful owner of New Zealand Company can be the same individual. The formation of such business structures in the tax haven of New Zealand normally takes between one (1) and two (2) working days.

Offshore companies formed in New Zealand are free to operate bank accounts in the country. Such companies will benefit from the absence of exchange controls laws in New Zealand. The tax haven of New Zealand is well established and well recognized as a progressive tax haven. Other positive features of the tax haven of New Zealand are its progressive legislation, stable economy and political systems all of which contribute to the present position of the country as a respectable tax haven.