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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Starting a business is exciting - but it can also feel like you’re juggling 20 things at once. You might be nailing your product, building a website, and talking to your first customers, while the “legal stuff” sits in the background as a vague (and slightly stressful) to-do list.
The good news is that getting your legal foundations right doesn’t have to be complicated. With a clear starting a business checklist approach, you can work through the key steps in order, protect yourself from day one, and set your business up for growth (without constant “what if we’ve missed something?” worry).
Below is a practical starting a business in NZ checklist focused on the legal steps and documents most SMEs and startups need. It’s general guidance (every business is a little different), but it’s a strong roadmap to help you build properly. Where tax is a key factor, it’s also worth speaking with an accountant for advice tailored to your situation.
1. Set Your Foundations: Business Structure, Ownership And Roles
One of the first legal decisions you’ll make is how your business will exist in law. This affects tax and reporting, liability, how you bring on co-founders or investors, and how easy it is to sell later (an accountant can help you weigh up the tax side for your circumstances).
Choose A Business Structure That Matches Your Risk And Growth Plans
Common options in New Zealand include:
- Sole trader - simplest to start, but you’re generally personally responsible for the business’s debts and liabilities.
- Partnership - two or more people run the business together; you’ll want to be crystal clear on profit share, decision-making, and what happens if someone wants out.
- Company - a separate legal entity, which can help with limited liability (in many cases), investment, and scaling. It comes with more admin and governance, but many startups prefer it.
There’s no “best” option - it depends on your industry, risk profile, and plans for growth. For example, a low-risk side hustle might start as a sole trader, while a business aiming to raise capital may want a company structure earlier.
Get Clear On Who Owns What (Before Things Get Busy)
If you’re starting with other founders (or even involving family), it’s worth agreeing on key questions early:
- Who owns what percentage of the business?
- What happens if someone stops working in the business?
- Who makes decisions day-to-day vs major decisions?
- What happens if you want to bring in an investor later?
This is where a Founders Agreement (for early-stage startups) and/or a Shareholders Agreement (once you have a company with shareholders) can save you serious headaches later.
It can feel awkward to talk about “break-ups” at the start, but it’s usually much more awkward (and expensive) to deal with disputes when the business is already operating.
2. Register The Right Details: Names, Companies And Core Set-Up Tasks
The next part of your business start-up checklist is making sure the public-facing identity and legal entity are properly set up. This helps you avoid brand confusion, contracting issues, and admin problems when you start invoicing and hiring.
Lock In Your Business Name (And Reduce Brand Risk)
Many founders assume that simply using a name on social media “claims” it. In reality, different systems protect different things:
- Your company name (if you form a company) sits on the Companies Register.
- Your trade mark is what can protect your brand name/logo for the goods/services you offer.
- Your domain and social handles are separate again.
If your name is central to your business, trade mark protection can be a smart step - especially if you’re investing in marketing or planning to scale.
Create A Basic “Paper Trail” For How The Business Operates
Even very small businesses benefit from having core documents and processes in place early, such as:
- How you approve spending
- Who can sign contracts
- How you handle customer complaints
- What you do if someone makes a mistake (or something goes wrong)
If you’re running a company, you’ll often also consider whether to adopt a Company Constitution. It’s not mandatory for every company, but it can help clarify internal rules and governance - particularly where there are multiple shareholders, different share classes, or plans for future investment.
3. Get Your Contracts Right: Customers, Suppliers, Co-Founders And Contractors
Contracts are one of the most practical legal tools you have when starting a business. They’re not just “formal paperwork” - they set expectations, protect cash flow, and reduce disputes when things get busy.
If there’s one rule of thumb for this starting a business in NZ checklist, it’s this: if money, deliverables, timelines, or ownership are involved, get it in writing.
Customer Terms: How You Get Paid And Limit Disputes
Most businesses should have either a service agreement or terms and conditions that cover things like:
- Scope of work (what’s included and what isn’t)
- Pricing, deposits, and payment timeframes
- Late payment rules
- Refunds/cancellations
- Liability and risk allocation (where appropriate)
- Intellectual property ownership (who owns what you create)
If you sell online, you’ll also want website terms that match how your checkout, shipping, and returns actually work.
Supplier And Manufacturing Arrangements: Protect Your Inputs
When you rely on others to deliver stock, ingredients, packaging, software development, or professional services, a written agreement helps ensure you receive what you’re paying for - and gives you a pathway if things aren’t delivered on time or to spec.
Depending on your business, this might include supply agreements, manufacturing agreements, or a master services agreement (especially if you work with different clients on repeat engagements).
Working With Contractors Or Freelancers
Startups and SMEs often engage contractors early (designers, developers, marketers, sales reps). That can be efficient - but it creates legal risks if the relationship isn’t documented properly.
A Contractor Agreement can help clarify:
- Deliverables and deadlines
- Fees and invoicing
- Confidentiality obligations
- Who owns intellectual property created during the project
- Whether they can subcontract the work
- Termination and handover obligations
It also helps reduce the risk of confusion between contractors and employees, which can become a serious issue if there’s a dispute later.
4. Plan For Hiring Early: Employment Law, Pay And Workplace Policies
Even if you’re not hiring on day one, it’s worth building your hiring process into your business start-up checklist. Many businesses move from “just the founder” to “we need help” quickly - and employment mistakes can be costly.
Use The Right Employment Documents
In New Zealand, employees should have a written employment agreement that matches their role and working arrangements. This is important for setting expectations and complying with employment law.
A solid Employment Contract will usually cover:
- Job title and duties
- Hours, location, and flexibility
- Pay and benefits
- Leave entitlements (including sick leave and annual leave)
- Confidentiality and IP clauses
- Termination provisions
If you’re planning to hire contractors, casual staff, or part-time staff, the details matter. The “template you found online” approach often creates gaps - and those gaps usually show up when a relationship ends (or when performance issues arise).
Don’t Forget Health And Safety Duties
Under the Health and Safety at Work Act 2015, businesses have duties to provide a safe workplace (even for small teams and even if you work from home or at client sites). What “safe” means depends on your industry, but you should be thinking about:
- Hazards and how you manage them
- Training and supervision
- Incident reporting
- Equipment and protective gear (if relevant)
If you’re in a higher-risk industry (construction, hospitality, manufacturing), it’s even more important to have proper systems in place before you scale.
5. Stay Compliant From Day One: Consumer Law, Privacy And Marketing Rules
This is the part many founders leave until later - usually because it feels “less urgent” than making sales. But compliance is part of protecting your reputation and avoiding expensive clean-ups.
Consumer Law Basics: Don’t Overpromise And Get Refunds Right
Most businesses will need to comply with key consumer protections, including:
- Fair Trading Act 1986 - your advertising and sales practices can’t be misleading or deceptive (including pricing, claims about results, and “limited time” offers).
- Consumer Guarantees Act 1993 - if you sell to consumers, your goods/services generally must meet certain guarantees (acceptable quality, fit for purpose, delivered with reasonable care and skill, etc.).
Practically, that means you should be careful about:
- Marketing claims (including on social media)
- Comparative advertising (e.g. “best in NZ” type statements)
- Return and refund policies (these must align with the law)
- How you describe delivery times and stock availability
If you’re setting up an online store, a clear returns/refunds approach can reduce chargebacks and complaints - but it needs to comply with your legal obligations.
Privacy And Data: If You Collect It, You Must Protect It
If your business collects personal information (customer names, emails, phone numbers, delivery addresses, health information, IP addresses, even CCTV footage), the Privacy Act 2020 can apply.
As a practical starting point, you should understand:
- What data you collect and why
- Where you store it (and who can access it)
- How you respond to access/correction requests
- How you handle and report privacy breaches
Most SMEs with an online presence should have a Privacy Policy that matches what they actually do (not just a generic statement copied from somewhere else).
Email Marketing And Spam Rules
If you market via email or text, you’ll want to check you’re complying with New Zealand’s anti-spam rules under the Unsolicited Electronic Messages Act 2007. In general terms, you should be getting consent, identifying your business clearly, and always including a working unsubscribe option.
Marketing compliance often feels minor - until a complaint comes in, your accounts get restricted, or customer trust takes a hit.
6. Protect Your Assets: IP, Confidentiality And “Future You” Risk Management
A lot of what makes a business valuable isn’t physical - it’s the brand, the product concept, the customer list, the software, the know-how, and the systems you’ve built.
This part of your business start-up checklist is about protecting the value you’re building.
Identify Your Intellectual Property (And Who Owns It)
Common types of intellectual property (IP) in SMEs and startups include:
- Business name and logo (often protected via trade marks)
- Website content, photos, designs (copyright can apply)
- Software code, app features, internal tools
- Processes, templates, training materials
A classic trap is assuming that “if I paid for it, I own it”. With contractors, IP ownership can be messy unless your contract clearly assigns IP to your business.
If you’re collaborating with another business (for example, co-developing a product or running a joint campaign), it can be worth documenting expectations in a Collaboration Agreement so you’re aligned on IP, responsibilities, and what happens if the relationship ends.
Confidentiality: Stop Your Know-How Walking Out The Door
Whether you’re speaking to potential investors, suppliers, or contractors, you may be sharing commercially sensitive information. That’s where an NDA can be helpful - particularly for startups refining a product, pricing model, or go-to-market strategy.
Confidentiality clauses also matter in employment and contractor agreements, so you’re not relying on “common sense” to protect your business information.
Think About How You’ll Handle Disputes And Exits
It’s not pessimistic - it’s practical. Early-stage businesses often move quickly, and disputes usually come from mismatched expectations rather than bad intentions.
Ask yourself:
- If a co-founder stops contributing, what happens to their equity?
- If a key supplier fails, what’s your backup plan?
- If a customer refuses to pay, what’s your enforcement pathway?
- If you want to sell the business one day, do your contracts and IP records support that?
Putting the right agreements and governance in place early can make your business easier to sell, easier to invest in, and easier to scale.
Key Takeaways
- A clear starting a business checklist approach helps you set your business up properly and avoid missing important legal steps when you’re busy building and selling.
- Choosing the right business structure early (sole trader, partnership, or company) affects liability, tax, growth, and how you bring on co-founders or investors (and it’s worth getting accounting advice on the tax side).
- Document ownership and decision-making from the start, especially where there are multiple founders, using documents like a Founders Agreement or Shareholders Agreement.
- Strong customer, supplier, and contractor contracts can protect your cash flow, clarify deliverables, and reduce disputes as you grow.
- If you hire (or plan to hire), make sure you use a compliant Employment Contract and understand your health and safety duties under the Health and Safety at Work Act 2015.
- Most SMEs need to comply with consumer and advertising rules under the Fair Trading Act 1986 and the Consumer Guarantees Act 1993, and many will need a Privacy Policy under the Privacy Act 2020.
- Protecting intellectual property, confidentiality, and “future you” risk management early can make your business more resilient and valuable over time.
If you’d like help working through your starting a business in NZ checklist and getting the right documents in place, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.
