INCORPORATING IN NEW ZEALAND

COMPANY STATUTORY INFORMATION
The "Application for Name Approval" is filed with the Companies Office. Please note that if your initial choices are not acceptable by the Registrar of Companies there are further application and filing fees payable. When the name approval has been granted the applicant is given a name approval form that is valid for 20 working days. In the letter of name approval you are advised that you should be aware that the company's name application may infringe rights arising under the Trade Marks Act 1953 and the Fair Trading Act 1986. Please have a look and search the New Zealand Trademark Register at the Intellectual Property Office of New Zealand.

Every company must have a registered office in New Zealand, as well as an address for service, where legal documents can be delivered to the company. Both addresses must be notified to the Registrar on application for incorporation.

It has to be a physical New Zealand address, not a postal box or document exchange; normally it is the business address of EUROFINANZZA .

If a company wishes to change its registered office or the address for service, the change and the date upon which it is to take effect must be notified to the Registrar. This date must be at least five working days after the notice is registered. At the registered office, a company must keep the following documents:

Constitution of the company; Minutes of all meetings and resolutions of shareholders within the last 7 years; Share register and the register of Director's interests; Minutes of all meetings and resolutions of directors and directors committees within the last 7 years; Certificates given by directors under this act within the last 7 years; Full names and addresses of the current directors; Copies of all written communications to all shareholders during the last 7 years, including annual reports; From when the Company commences business copies of all financial statements and financial statements for the last 7 completed accounting periods of the company; Accounting records for the current accounting period and for the last 7 completed accounting periods of the company; The share register.

The share register, if undivided, is the company's principal register and must be kept at its registered office. If divided, the registers may be kept elsewhere.

We act as your registered office and address for service. That is particularly important for overseas owners, who could otherwise have trouble in registering in NZ. We can only act for you; if you keep in mind the requirements mentioned above and please keep in mind that we are not liable in any circumstances for any failure complying with those requirements.

We usually provide a New Zealand corporate nominee shareholder and a personal nominee Director. The reason for this is that if more than 20% of the shares, or a majority of Directors are resident outside New Zealand then the company has to produce annual audited accounts that are filed with the company annual return – client's option and decision.

A Company that is formed and registered in New Zealand under the New Zealand Companies Act 1993 (NZ Company) as well as a body corporate that is incorporated and registered outside New Zealand but is carrying on business in New Zealand (Overseas Company) are required to file an "Annual Return" in a designated month and pay the required annual filing fee.

A Company is not required to file an Annual Return in the calendar year of its incorporation. Companies can apply to the Registrar to vary the month in which they file their Annual Return. A "Shuttle Annual Return" is sent by the Registrar to the company's address for communication, or its registered office one month before the return is due to be filed, or there is also the option to file the Annual Return on-line with the Companies Office.

The information within the shuttle Annual Return is obtained from the New Zealand Companies Office database. The process of requiring an Annual Return is an important way of verifying the information contained in this database. Where the information on a shuttle Annual Return needs to be updated, follow the instructions on the form. Date of Annual Return. The Annual Return is completed upon this date. It must be a day in the month the return is due. All information must be correct as at this date.

Account Number . This is a unique number allocated to agencies, including ourselves, that file Annual Returns on behalf of their clients.

Address of Registered Office . A "Notice of Change of Registered Office" must be filed with the Companies Office at least five working days before the date the change can take effect. Complete and file this form with the Annual Return. If the company does not intend to change its registered office, but the printed information does not reflect the last "Notice of Change of Registered Office" filed with the Companies Office, legibly amend the Annual Return.

Address for Service . A "Notice of Change of Address for Service" must be filed with the Companies Office at least five working days before the date the change can take effect. Complete it and file it with the Annual Return. If the company does not intend to change its address for service, but the printed information does not reflect the latest address for service document filed with the Companies Office, legibly amend the Annual Return.

Address of divided share register or records. If the company has divided its share register and/or moved any of its statutory records to a place other than its registered office, it must notify the Registrar of the place where the records are kept. As there is no prescribed form for this notice, you can amend the Annual Return to show the new details.

Details of person filing the return . The details of the person who is filing the Annual Return with the Companies Office. This may be an individual or a firm.

Company Directors . If a director of the company has changed or if his/her name or address has changed and the Companies Office has not been advised, amend the details printed on the Annual Return and file a "Notice of Change of Director and Particulars of Directors" with the Annual Return. There is no filing fee payable, however a late filing fee will be payable if the notice is filed more than 20 working days after the change occurred. In the case of a resignation by death, the time for filing your notice of the change runs from the date of notification to the company of the death. If the change involves the appointment of a new director, the company must file that director's consent and a document certifying that he/she is not disqualified from being a director. If no change has occurred, but the pre-printed information does not reflect the last document filed with the Companies Office, amend the Annual Return.

Shareholders . All companies must complete this table by providing the requested information as at the date of the Annual Return.

Charges . If the company has created a charge of a type that requires registration under the Companies (Registration of Charges) Act 1993, but the charge has not been registered at the Companies Office, the company should seek legal advice. If a registered charge has been satisfied, the company should obtain a memorandum of satisfaction from the lender and file that with the Companies Office. There is no prescribed form for the memorandum. Do not amend the Annual Return and do not delay filing it with the Companies Office. If no change has occurred, but the printed information does not reflect the company's documentation filed with the Companies Office, amend the Annual Return.

Financial Reporting Act 1993 . Circle the appropriate boxes for Companies Office records.

Auditor and AIL . Resolution that no auditor be appointed. This can apply only where at least 75% ownership of record is in New Zealand, or where the sole shareholder is a New Zealand resident. However, a company can unanimously pass a resolution that no auditor is appointed. If the company has done so, the date on which that resolution was passed should be provided in the date boxes.

Annual General Meeting. Every company should hold an annual meeting of shareholders once every calendar year. The Companies Act 1993 details certain things that should be done at that meeting, either by resolution or as otherwise specified. A Company can avoid holding an annual general meeting, if within the time prescribed for having a meeting, all matters specified in the Companies Act 1993 to be done (either by resolution or otherwise) at that meeting, are done by way of a resolution in writing. If this occurred and the company did not hold an annual meeting, the date of the last resolution relating to a matter specified to be actioned at an annual meeting should be given.

Authorised Signature . A director or an authorised person must sign the Annual Return. The signatories must provide their names under their signatures. The people signing certify that the particulars contained in the Annual Return are true and correct.

Failure to file an Annual Return . Companies that fail to file their Annual Returns by the due date are required to pay a late filing penalty. The Registrar of Companies sends a letter to remind companies and directors of companies that their Annual Return is overdue. If no response to that reminder is received, it is presumed that the company has ceased to carry on business and action is commenced to remove the company from the register. It is important to maintain the addresses notified to the Registrar and file your Annual Return on time.

AUTHORIZED COMPANY NAMES
Contravention of an Enactment . Company names that include words or phrases protected by the Flags, Emblems and Name Protection Act 1981 or by any other enactment will not be approved. These include names having royal, national, international, and commercial or other significance. The Registrar does not consider whether a name could breach any other enactment (e.g. the Fair Trading Act 1986 or the Trade Marks Act 1953). The Fair Trading Act contains a general prohibition against misleading and deceptive conduct. This could include carrying on business under a name that is misleading or deceptive.

Identical or almost identical . Certain words and phrases can be disregarded when determining whether names are identical or almost identical. These words and phrases are: the definite article ("the") when it is the first word in a name.

Suffixes - the following words appearing at the end of a name : "company"; "and company"; "Company Limited"; "Limited"; "Tapui (Limited)"; "Unlimited". The following abbreviations whenever they appear in a name: "&" for "and"; "no" for "number"; "co" or "coy" for "company"; "N.Z." or "NZ" for "New Zealand"; "Bros" for "Brothers". The typeface and case (upper or lower) of letters, accents, spaces between letters and punctuation marks. The use of plurals.

"Identical" can therefore have the ordinary meaning of the same in every respect or it can mean a name in which the number and order of key words is the same as those in another name. "Almost identical" is more difficult to define. The Registrar's policy is that it probably means a name in which the key words and/or the order in which they appear make that name virtually indistinguishable from another. Each case will be considered in light of its own individual circumstances. In general, a year marker (e.g. "[2002]") is sufficient to distinguish one name from another. For the purposes of determining whether two names are almost identical, a year marker is no different from any other word that distinguishes the names. For example, "ABC Company Limited" and "ABC Company (2002) Limited" are not almost identical.

"Offensive" - what does that mean? The Registrar may determine that a name is offensive if it is of an obscene nature, or contrary to public policy, or likely to offend any particular section of the community or any particular religion. The question of whether a name is offensive is entirely within the Registrar's discretion.

CHANGING THE NAME OF A COMPANY
. A Company may choose to change its name or it may be directed by the Registrar to change its name if it is believed on reasonable grounds that its name should not have been reserved. If a company changes its name voluntarily then the reservation procedure is the same. After the company has been notified that the new name has been reserved, it must pass a resolution to change the name and notify the Registrar of the change. If the Registrar directs a company to change its name, the Registrar must send a written notice to do so. The notice must specify a date by which the change should take place. This date must be at least 20 working days after the date on which the notice is served on the company. A Company that receives a direction to change its name can either reserve a new name by following the normal reservation procedure, or appeal to the court against the Registrar's direction. If it does neither, the Registrar may choose a new name for the company (whatever that may be), enter it on the register and issue a new certificate of incorporation.

CORPORATE TYPES
Although it is possible to register an unlimited liability company, companies are usually either limited liability companies or companies limited by guarantee. A public company must have a minimum of seven members but has no maximum. In comparison, the minimum in the case of a private company is two and the maximum is 25.

A private company may have one or more directors . If such a company has only one director, that director cannot also be the secretary . As indicated, a private company cannot have unissued shares and, in the case of a foreign controlled company, must complete and file audited accounts annually. Both a public and a private company can be incorporated either with all the rights, powers and privileges of a natural person or with limited objectives.

A private company may, by way of a resolution passed by means of an entry in its minute book signed in accordance with the Companies Act requirements, do everything that is required to be done by a public company by way of shareholders resolution at a meeting. This convenient facility avoids the necessity for annual and extraordinary general meetings of private companies.

Generally, foreign equity ownership is not restricted and joint venturing with local New Zealand companies is not required. Participation in the news media is one of the few notable prohibitions on foreign ownership.

INTERNATIONAL TREATIES
New Zealand subscribes to the following International Treaties: Trademarks: The Paris Convention (Lisbon version); Copyright: The Berne Convention, The Universal Copyright Convention; Patents: The Paris Convention; Designs: The Paris Convention: The Hague Convention on Apostille.

There is no body in New Zealand from which approval must be sought before applications for intellectual property rights are filed. Procedures under the Trade Marks Act 1953, the Patents Act 1953, and the Designs Act 1953 are all regulated by the Commissioner of the New Zealand Patent Office.

There are no notarization requirements for the filing of applications for trademark patent or design. The only requirement is the appointment of a New Zealand address for service and our office can supply this for you. An authorized officer of the applicant executes such an appointment.

There are no regulatory guidelines for licensees of intellectual property rights. Proprietors are completely free to negotiate the terms of any agreement. There are relevant provisions in the Trade Marks Act concerning appointment of licensees as registered users, and the Patents Act includes provisions relating to the licensed use of patents. There are also compulsory license provisions within the Patents Act. In all other respects, the law of contract will be applicable.

There are requirements relating to the license, manufacture and use of certain products in New Zealand, such as food, drugs, chemicals and toxic substances. These generally require a license to be granted by an authorized regulatory body before products can be exploited in the New Zealand market. There are no statutory or regulatory controls relating to royalties or remission of it from New Zealand, other than deduction of non-resident withholding tax.

The provisions of the Commerce Act 1986 apply to all trade practices which have the purpose or effect of substantially lessening competition in a market, or fix prices, or relate to the use of a dominant position in a market. There is an exemption for contracts or arrangements concerning the exploitation or enforcement of statutory intellectual property rights where such provisions might otherwise be anti-competitive.

Informal arrangements between foreign corporations and wholly owned subsidiaries are common. More formal arrangements include service agreements, license arrangements (where applicable), and other debt and equity instruments.

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