Alex is Sprintlaw's co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
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Setting up a company in New Zealand is an exciting step - it often means you’re ready to grow, take on bigger clients, hire staff, or build something that can scale beyond you personally.
But it’s also the point where small “admin” decisions can start having big legal consequences.
If you’re not sure what needs to be done (and in what order), you’re not alone. Below is a practical legal checklist to help you get set up properly, stay compliant, and protect your business from day one.
Step 1: Decide Whether A Company Is The Right Structure For You
Before you start setting up a company in New Zealand, it’s worth stepping back and confirming that a company structure actually matches what you’re building.
A “company” (usually a limited liability company) is a separate legal entity. That’s a fancy way of saying the business can own property, enter contracts, and owe debts in its own name - not your personal name (although directors can still be personally liable in certain situations).
Why People Choose A Company Structure
- Limited liability: Generally, your personal assets are better protected than if you operate as a sole trader (though personal guarantees, director duties, and wrongful trading rules still matter).
- Professional credibility: Many suppliers, commercial landlords, and larger customers prefer dealing with a company.
- Easier to bring in co-founders or investors: A company makes it clearer how ownership is split via shares.
- Growth-friendly structure: If you plan to expand, employ staff, or sell the business later, a company can be easier to manage and transfer.
When Another Structure Might Be Better
Depending on your situation, it might be more appropriate to start as:
- a sole trader (simple, but you’re personally liable);
- a partnership (shared responsibility, but also shared liability if not structured properly); or
- a trust structure (commonly used for asset protection or family arrangements, but it needs careful setup).
If you’re weighing up ownership, risk, and tax implications, it’s usually worth getting tailored advice early - changing your structure later can be done, but it often costs more and creates avoidable headaches.
Step 2: Set Up The Company On The Companies Office Register
Once you’ve decided a company is the right fit, the next step in setting up a company in New Zealand is registering it on the Companies Office Register.
This is the official “birth” of your company. You’ll need to make key choices at this stage, and those choices often flow into your legal documents and how you operate day to day.
Choose Your Company Name (And Check It’s Available)
Your company name has to be available on the Companies Register, and it can’t be misleading. Availability doesn’t necessarily mean you’re safe to trade under it though - a name can be available as a company name but still create trade mark issues.
If your brand matters (for most businesses, it does), it’s smart to think about trade marks early rather than after you’ve spent money on logos, packaging, and domain names.
Appoint Directors, Shareholders, And Shares
You’ll need to confirm:
- Directors: at least one director is required, and directors have legal duties (you can’t treat this as a “title only” role). In many cases, at least one director must live in New Zealand, or live in Australia and also be a director of an Australian incorporated company (there are limited exceptions).
- Shareholders: who owns the company and in what proportions.
- Share structure: the number of shares and what rights attach to them (e.g. voting rights, dividends, etc.).
If you’re setting up with another person (a co-founder, spouse, friend, or investor), don’t rely on verbal agreements. Ownership disputes are one of the most common ways early-stage businesses unravel.
Even if you trust each other, it’s still wise to document expectations in a Shareholders Agreement so you’ve got a clear plan if someone wants to leave, new money comes in, or there’s a disagreement about direction.
Registered Office And Address For Service
When you register, you’ll also need to provide key company addresses, including a registered office address and an address for service (where official communications and legal documents can be sent). These need to be physical addresses (not PO Boxes) and should be kept up to date on the register.
Register For An IRD Number And Tax Settings
Your company will need an IRD number, and you’ll need to decide how you’ll handle tax obligations such as:
- income tax (for the company);
- GST (if you need to register); and
- PAYE and KiwiSaver (if you employ staff).
Accountants are typically best placed to advise you on the numbers side. Sprintlaw can help with the legal setup and contracts, but we don’t provide tax advice - so it’s worth speaking with an accountant or tax adviser to confirm your specific obligations and registrations.
Step 3: Lock In Your Governance Documents (Before You Start Trading)
“Governance” sounds like a big-corporate word, but in a small business it simply means: what rules apply to ownership and decision-making?
This is where many founders accidentally skip steps - and then later find out that the default legal rules don’t match what they thought they agreed to.
Adopt (Or Don’t Adopt) A Constitution
A company constitution is a set of internal rules for how the company is run. If you don’t adopt one, the default rules in the Companies Act apply.
In practice, a tailored constitution can be useful if you want to set clearer rules around things like:
- how shares can be transferred;
- how directors are appointed or removed;
- decision-making thresholds; and
- minority shareholder protections.
If you want customised rules (especially with multiple owners), it’s usually worth putting a Company Constitution in place from day one, because it’s easier to set things up properly now than to renegotiate when there’s pressure later.
Put A Founders Agreement Or Shareholders Agreement In Place
If you have more than one founder or shareholder, you’ll usually want a written agreement that covers the practical “what if” situations, such as:
- what happens if someone stops working in the business;
- who owns intellectual property created during the startup phase;
- how new shares can be issued;
- how profits are distributed (if at all);
- deadlock and dispute resolution; and
- exit pathways if someone wants to sell.
Getting this right doesn’t just prevent disputes - it can also make your business much more attractive to investors or buyers later, because your ownership position is clear and well documented.
Step 4: Sort Out Your “Trading Legals” (The Documents Customers And Suppliers Actually See)
Once your company exists, the next part of setting up a company in New Zealand is making sure the business can safely start trading.
This is where contracts and compliance stop being “theoretical” and become very real. If you sell a product, provide a service, hire contractors, lease premises, or run a website, you’ll need the right documents in place.
Customer Terms And Conditions (Or A Service Agreement)
If you’re providing services, you should strongly consider having a clear written agreement that covers things like scope, fees, payment timing, variations, and what happens if there’s a dispute.
Depending on your business model, this might be a formal Service Agreement or a set of website/booking Terms and Conditions.
Without proper terms, you might find it harder to enforce late payment fees, limit your liability, or avoid misunderstandings about what the customer is actually buying.
Supplier And Contractor Agreements
Many small businesses rely on third parties - freelancers, subcontractors, manufacturers, suppliers, and agencies. This is where it pays to get very clear on:
- who owns the IP created;
- confidentiality obligations;
- timeframes and deliverables;
- warranties and responsibility for defects; and
- termination rights.
A handshake deal can feel faster, but it often becomes expensive once something goes wrong.
Privacy Compliance (If You Collect Personal Information)
If you collect personal information - even something as simple as names, emails, delivery addresses, or customer enquiries - you need to think about compliance with the Privacy Act 2020.
That usually means being transparent about what you collect, why you collect it, and how you store it and share it.
For many businesses, that starts with a properly drafted Privacy Policy on your website (and internal processes that match what the policy says).
Website Terms (If You Operate Online)
If your business runs through a website (especially ecommerce, subscriptions, or bookings), you’ll want terms that manage key risks like cancellations, refunds, acceptable use, and liability settings.
For example, online businesses often use Website Terms and Conditions to set expectations and reduce disputes with customers and users.
Step 5: Check Your Ongoing Legal Compliance (The Stuff That Can Catch You Out Later)
One of the biggest mistakes business owners make when setting up a company in New Zealand is assuming “registration” equals “compliance”.
Registration is just the beginning. Most legal risk shows up after you start operating - when you’re marketing, selling, collecting money, hiring people, and signing contracts.
Consumer Law And Marketing Rules
If you sell to consumers, you need to comply with consumer protection laws, including:
- Fair Trading Act 1986: you can’t mislead customers (including through advertising, pricing claims, testimonials, and “before and after” representations).
- Consumer Guarantees Act 1993: consumers have automatic guarantees around quality and fitness for purpose in many situations.
This matters for your website copy, product descriptions, refund processes, and customer communications. It’s also why your customer terms should be drafted carefully - you can’t contract out of certain obligations to consumers.
Employment Law (If You Hire Staff)
If you hire employees, you’ll need to comply with New Zealand employment laws, including minimum entitlements and good faith obligations. Even if you’re hiring “just one person”, your legal responsibilities are real from day one.
At a minimum, you’ll want a compliant Employment Contract in place, along with policies that match how you actually run the workplace.
Misclassifying workers (e.g. treating someone like a contractor when they function like an employee) can also cause serious issues later, including disputes over leave entitlements and PAYE liabilities.
Health And Safety Duties
Under the Health and Safety at Work Act 2015, businesses must take reasonably practicable steps to keep workers and others safe.
That applies whether you run a physical workplace, do on-site work, operate vehicles, or even have staff working from home.
Compliance isn’t just about avoiding penalties - it’s about having systems that actually work if an incident happens.
Annual Filings And Keeping The Register Up To Date
Companies have ongoing admin requirements, including keeping details up to date on the Companies Register and completing annual return obligations.
If your details become outdated (directors, addresses, shareholdings, registered office/address for service), it can create issues later - especially if you’re trying to sell the business, raise capital, or prove authority to sign.
Step 6: Plan For Growth (Shares, Investment, Leasing, And Protecting Your IP)
When you’re in startup mode, it’s easy to focus on what needs to happen this week. But smart legal setup also prepares your company for the “next stage” - because that’s when many businesses run into avoidable delays.
Bringing In Investors Or Issuing Shares
If you plan to raise money, you’ll likely deal with questions like:
- how many shares exist now (and what they’re worth);
- whether new investors will get voting rights;
- whether founders are subject to vesting; and
- what happens if a major shareholder wants to exit.
This is where having clean governance documents early can save a lot of time (and reduce negotiation friction) later.
Leasing Premises
If you’re taking on a commercial space, a lease can lock you in for years - and many small businesses only realise the risks after signing.
Rent reviews, outgoings, maintenance obligations, renewal rights, and personal guarantees can all have major financial consequences.
Before you sign, it’s worth getting a Commercial Lease Review so you understand what you’re actually committing to.
Protecting Your Intellectual Property
Your IP might include your brand name, logo, website content, product designs, software, training materials, and even internal systems.
Two common issues we see are:
- IP not being assigned to the company: for example, a founder or contractor builds something valuable, but the company doesn’t clearly own it.
- Brand protection being left too late: another business registers a similar name, or your name infringes an existing trade mark.
Thinking about IP early is part of building a company that’s actually saleable and investable.
Key Takeaways
- Setting up a company in New Zealand starts with choosing the right structure - a company can offer credibility and limited liability, but it still comes with legal responsibilities.
- When you register your company, make sure your director/shareholder setup, required addresses (registered office and address for service), and share structure reflect what you’ve agreed in real life (not just what’s convenient on the day).
- Strong governance documents like a Company Constitution and Shareholders Agreement help prevent disputes and make your business easier to grow or sell later.
- Your “trading legals” matter just as much as your registration - customer terms, supplier agreements, and privacy compliance protect you once you start operating.
- Ongoing compliance (consumer law, employment law, health and safety, annual filings) is where many businesses get caught out, so it’s worth getting systems in place early.
- If you plan to grow - by raising money, leasing premises, or building valuable IP - the legal setup you choose now can either support that growth or slow it down.
If you’d like help with setting up a company in New Zealand (or sense-checking your structure, contracts, or governance documents), you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.
