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Business the New Zealand Way



The three main forms of business in New Zealand are:
  • sole traders
  • partnerships
  • companies.

    Sole traders

    A sole trader owns all the assets of the business and is solely responsible for all the business's risks, obligations and debts.

    Business partnerships

    If you want to operate a business with other people in New Zealand, you can establish an ordinary or special partnership under the guidelines established by the Partnership Act 1908. Companies
    The Companies Act 1993 provides the basic rules for establishing and operating a company in New Zealand. Any person may, either alone or together with another person, apply for registration of a company.

    What constitutes a company?

  • A company must have:
    a registered name
    one or more shares
    one or more shareholders with limited or unlimited liability for the obligations of the company
    one or more directors

  • A company may have a constitution and, in certain circumstances, a constitution can be adopted to alter the Act's rules to suit a company's individual requirements.

  • A company is a legal entity in its own right, separate from its shareholders, and continues in existence until it is removed from the Companies Register.
  • Under the Financial Reporting Act 1993 only companies that are 'reporting entities' need to prepare and register financial statements. Reporting entities are companies that issue shares, overseas companies, subsidiary companies or companies with at least one subsidiary. Companies satisfying two out of the following conditions: the value of the total assets exceeds $1,000,000, the turnover exceeds $2,000,000, the company has more than 5 full-time equivalent employees, must also file financial statements.
  • Companies that offer securities, including shares, to the public, and overseas-owned or overseas-controlled companies, must be independently audited.
  • Unless otherwise agreed, contracts entered into by the company do not impose liability on individual members.
  • A company has access to the Australian market under CER (Australia New Zealand Closer Economic Relations Trade Agreement).
    Freephone: 0508 266 726 (O508 COMPANIES)
    Visit New Zealand Companies Office


    BUSINESS CONDUCT


    Business in New Zealand is not strictly controlled. However, all businesses have to follow some standard principles. Business conduct is overseen by three government agencies – the Commerce Commission, Securities Commission and Takeovers Panel.

    Commerce Commission

    The Commission is an independent organisation that promotes healthy competition, informed consumer choice and sound economic regulation. It is responsible for ensuring that businesses meet the provisions of a number of regulatory Acts, including the Commerce Act, the Fair Trading Act and the Credit Contracts and Consumer Finance Act.

    The Commission undertakes a range of activities including:
  • investigating and prosecuting breaches of the Commerce Act, the Fair Trading Act and the Credit Contracts and

    Consumer Finance Act

  • adjudicating on proposed business acquisitions or mergers
  • regulating competition in the telecommunications, dairy and electricity industries.

    The Commerce Act 1986

    The Commerce Act promotes competition in markets within New Zealand by:
  • prohibiting conduct that restricts competition
  • prohibiting the purchase of a business's shares or assets if that would lead to less competition in a market
  • authorising practices that lessen the competition if this will benefit the public.

    The Fair Trading Act 1986

    The Fair Trading Act protects the public from misleading conduct and unfair trading practices. The Act applies to all aspects of the promotion of goods and services – from advertising and pricing to sales techniques and finance agreements.

    The Act prohibits:
  • misleading conduct
  • misleading information about employment, goods or services
  • false claims about the price, standard, quality, history or origin of particular goods and services
  • false claims about particular uses or benefits or about particular endorsements or approvals
  • unfair trading practices.

    The Act also provides for:

  • consumer information and safety standards.

    The Credit Contracts and Consumer Finance Act 2003

    This Act promotes consumer protection while allowing credit products to be flexible and innovative.

    The Act covers:

  • the obligations on creditors to disclose all necessary information to consumers
  • the ability of consumers to seek reasonable changes to credit contracts on the grounds of unforeseen hardship
  • the calculation of fees, charges and interest.
    The Act also allows the Court to reopen contracts if they are oppressive.

    The Consumer Guarantees Act 1993

    The Consumer Guarantees Act makes traders responsible for guaranteeing the quality of the goods and services they provide. The Act describes certain standards and obligations manufacturers and retailers must meet to protect customers against poor quality. It also covers such issues as prices, parts and representations.

    Business and consumer complaints

    Suspected instances of anti-competitive business practices, or unfair or misleading trading practices, can be reported to the Commerce Commission Contact Centre. The Centre provides advice and investigates if necessary. A range of handy booklets on business and consumer topics is also available. There is no charge for these services.
    Freephone: 0800 94 3600
    Health and safety

    The Department of Labour is the main organisation responsible for setting occupational health and safety standards.

    The Department provides guidance to employers on issues such as:
  • hazard identification and control
  • employee training and supervision
  • emergency management.

    It also publishes a range of booklets on health and safety in the workplace designed for both employers and employees.

    The Health and Safety in Employment Act 1992

    This legislation aims to prevent harm to employees while they are at work. It requires employers to ensure that employees work in a safe and healthy environment.

    Employment Relations

    The Department of Labour provides up-to-date information on all aspects of employer/employee responsibilities under the Employment Relations Act 2000.

    The department maintains a well-designed website with comprehensive information about all aspects of employer/employee relationships. It provides a handy series of booklets in English and other languages, dealing with the concept of good faith relationships and explaining how the various provisions of the Employment Relations Act 2000 influence employer/employee responsibilities. All publications are downloadable in whole or in part.
    If problems arise in an employment relationship, employers can get help from the Department of Labour Infoline.
    Freephone: 0800 20 90 20

    The Employment Relations Act 2000


    The Employment Relations Act 2000 recognises that good employment relationships are built on good faith behaviour. It promotes collective bargaining through unions, but also protects the rights of individuals who choose not to join a union and who wish to negotiate their own individual Employment Agreement.

    Resource management

    If your business activity either uses or affects a natural resource, you may need to apply for a resource consent from your local authority. Application forms are available from your local council. You will need to provide an assessment of the effects your business activity will have on the local environment. Land use consents are dealt with by city and district councils. Consents for the use of air, water or coastal areas are managed by regional councils.

    The Resource Management Act 1991

    Provides for the sustainable management of New Zealand's natural resources and establishes compliance standards for both private and business activities.

    NEW ZEALAND’S STOCKMARKET



    New Zealand Exchange Limited (NZX)

    New Zealand Exchange Limited (NZX) was established as a company on 31 December 2002 after members of the New Zealand Stock Exchange (NZSE) voted to demutualise the organisation. NZX is now a revenue-generating corporate. Through its listing rules, NZX is responsible for the frontline regulation of companies listed on its three securities markets: the NZSX, NZDX and NZAX Markets. NZX also regulates the conduct of a wide range of market participants, including NZX Firms (sharebroking firms), dealing and clearing participants, and futures and options dealers. In June 2003, NZX listed on its own NZSX Market. A special division of NZX Discipline (a body set up to determine breaches of NZX's rules) regulates the conduct of NZX as a listed company.

    Trading on NZX's markets is conducted through NZX Advisors who are accredited by NZX to give investment advice and enter orders into the market. NZX operates a screen-based trading system called FASTER (Fully Automatic Screen Trading and Electronic Registration) that replaced the trading floors in 1991. NZX has a user-pays data service that provides a number of products based on trading data. Email for more information. The NZX website contains a directory of NZX Firms (sharebroking firms) and a useful 'Education' section that includes information on how to get started in sharemarket investing.

    Listing on NZX's markets
    To be listed on the NZSX Market a company must have:
  • an existing board of directors
  • at least 500 shareholders who are members of the public and who together hold at least 25% of the shares
  • an estimated market capitalisation (market value) of at least $5 million. To be listed on the NZDX Market a company must have:
  • at least 500 security holders who are members of the public, who together hold at least 25% of the debt securities
  • an estimated market capitalisation (market value) of at least $5 million. To be listed on the NZAX Market, designed for smaller companies, a company must have:
  • an existing board of directors
  • at least 50 shareholders.

    Once a company is listed on any of NZX's markets, it must follow the NZX Listing Rules that apply to the relevant market. These rules are designed to protect shareholders and investors and ensure companies comply with continuous disclosure obligations. For more information, visit NZX.


    BUSINESS ORGANISATIONS



    Finding helpful information and expert advice is very important when entering a new business environment. In these early stages, the following organisations may prove particularly helpful.

    Business Development Programmes

    Business Development is supported by a wide range of organisations providing services to help improve the management skills and ability of small- and medium-sized businesses. The range of services includes assessment, skills training, coaching and networking, business incubation. Government grants and loans are also available. There are 29 BIZ Centres nationwide – all are listed in The White Pages.

    Technology New Zealand

    Technology New Zealand provides a comprehensive range of programmes that promote the business community's development and adoption of advanced technologies. A wide range of government-funded research grants is available.
    These grants focus on specific technical developments rather than general business development.

    New Zealand Trade and Enterprise

    New Zealand Trade and Enterprise is the government’s overseas trade and business enterprise development agency. It provides market intelligence and market development services through a network of 48 offices in New Zealand and around the world. This global capability is aligned with local strategies to develop sectors from a national and regional perspective, while assisting individual firms to improve their capabilities to take up these new opportunities.

    Economic Development Association of New Zealand (EDANZ)

    The Association represents 74 Economic Development Agencies and Economic Development Units run by regional, district and city councils. It provides a range of services for business migrants.

    New Zealand Chambers of Commerce & Industry (NZCCI)

    The Chambers of Commerce are voluntary, membership-based organisations. Membership is open to all types of businesses, and this is a particularly effective way to establish new business contacts and find out about local business conditions. Chamber services include:
  • advocacy
  • business education
  • international trade services
  • issuing Permits and Certificates of Origin
  • business advice/mentoring
  • social functions for meeting/networking with new members and developing business.
    The Chamber network includes 29 Chambers representing about 22,000 businesses. About 75% of the members in New Zealand are small- and medium-sized businesses and more than one-third are involved in international trade. The New Zealand Chambers website provides links to Chambers of Commerce throughout the country.

    Small Business Enterprise Centres

    There are 52 Small Business Enterprise Centres throughout New Zealand. They specialise in helping small businesses and offer:
  • economic development programmes
  • business development information
  • business services
  • business support
  • employment generation programmes.
    Some Centres provide specialist services for new migrants who want to start a business.


    BUSINESS TAX


    Tax is an important part of being in business. Getting the right information and advice and setting up the right systems from the start will help your business meet its obligations.

    Basic business tax rules

    Businesses in New Zealand must follow certain tax laws. Inland Revenue Department (IRD) provide information that is relevant to business owners and also if they employ staff. It outlines what they must do to pay income tax, GST and meet certain other obligations. Information is also provided on other topics including payments to non-residents, the implications of e-commerce and provisional tax.

    There are a number of taxes that businesses will have to consider. For all of these taxes your business will need to:
  • have an Inland Revenue (IRD) number
  • complete and send various tax return forms to Inland Revenue each year
  • make a number of tax payments each year
  • keep sufficient records, in English, so you can complete the various tax returns and calculate any taxes to pay or to be refunded to you.

    You may also need to:

  • charge Goods and Services Tax (GST) to your business's customers currently 15%
  • deduct tax at source from anyone your business employs in New Zealand.

    Your IRD number

    If you already have an IRD number for non-business income and you are a sole trader, you use the same number for your business. You would also use this number if, as a sole trader, you need to register either for GST or as an employer.

    If you are going to operate your business as a company, partnership or trust, you will need to get a separate IRD number. See Inland Revenue Department- Businesses & Employers for information on getting an IRD number.

    Income tax

    You will need to complete an income tax return each tax year. The tax year for most businesses is 1 April to 31 March. As a New Zealand resident you will be taxed on your worldwide income. When you complete a tax return, you must include your income from all sources (including that from overseas). If you are operating your business as a company, partnership or trust, you will need to file a separate tax return for your business. Income tax is payable on the net profit from your business, which is the income earned less any business expenses. Some expenses that can be deducted from the income are:
  • rent, rates, power and phone costs for the business premises
  • purchases of raw materials or trading stock
  • business vehicle and transport costs
  • wages paid to employees
  • stationery and supplies for the business. However, certain types of deductions are not permitted. These include deductions from your business income for:
  • personal expenses
  • money drawn as personal remuneration.

    Paying personal income tax

    Income tax rates can vary from time to time. For the year ended 31 March 2006 they are:
    Income Tax rates
    Income ($NZ) Tax rate for individuals, sole traders and partners in a partnership Tax rates for Companies
    $0 – $14,000 10.55% 28%
    $14,001 – $48,000 17.5% 28%
    $48,001 -70,000 30%28%
    over $70,00033%


    A business usually needs to pay income tax through the year in three instalments (known as Provisional Tax). When you send in your tax return, you pay or receive the difference between what you have already paid in Provisional Tax and the actual tax payable for the year.

    Tax Residency

    New Zealand residents are liable for income tax on their worldwide income. If you are a New Zealand tax resident, you will need to pay income tax on all income you receive from both New Zealand and overseas. If you have a taxable activity in New Zealand, you will need to pay Goods and Services Tax (GST).

    You are a New Zealand resident for tax purposes if:
  • you are in New Zealand for more than 183 days in any 12-month period. You are considered to be resident from the day you arrive in New Zealand. The 183 days need not be consecutive
  • you are overseas in the service of the New Zealand Government
  • you have an 'enduring relationship' with New Zealand.

    To decide whether you have an enduring relationship with New Zealand, Inland Revenue considers things such as:
        whether you are here for continuous periods from time to time
        whether you own, lease or have access to property in New Zealand
        your social ties (where your immediate family lives, if you have children being educated here, if you belong to any New Zealand associations)
        your economic ties (if you have bank accounts, credit cards, life insurance, investments or superannuation funds here)
        your employment (if you work here)
        your personal property (if you own or keep possessions here)
        whether you intend to live in New Zealand
        whether you receive welfare benefits, pensions and other payments.

    Note: you can keep similar ties, or even a home, in other countries, but still be a New Zealand resident for tax purposes. If you have an enduring relationship with New Zealand, you will always be a tax resident. You may be a tax resident in New Zealand and another country. This means you are resident in two countries under the tax laws of each of those countries. If both countries tax their residents on worldwide income, you could be taxed twice on the same income. To prevent this, New Zealand has double tax agreements with many other countries. These agreements establish which country has the first or sole right to tax certain types of income. Inland Revenue provides expert advice on these issues.

    Goods and Services Tax (GST)

    GST is New Zealand's form of indirect value-added tax. It is a tax on the goods and services provided by a GST-registered person in their business. It is charged at the rate of 15% to the person (including other businesses) who buys the goods or services. It is not a tax on the business. Anyone with a business turnover of $60,000 or more (excluding GST) must register for and charge GST. Registration is optional if the annual turnover is less than $60,000. When registered, the business completes regular GST returns (every one, two or six months) and pays or receives the difference between the GST charged and GST paid on business expenses. If a business is not registered for GST, it cannot charge or claim back GST. Some goods and services, such as rent from domestic accommodation and income from financial services, are exempt from GST.

    Employing people

    Your business is an employer if it:
  • hires someone to work as part of your business
  • controls the way in which the person works
  • supplies any equipment for that person to use when working for you.
    Your business will need to register with Inland Revenue as an employer and make pay-as-you-earn (PAYE) and other deductions (such as student loan repayments) from its employees' wages each pay day. Each month your business lets Inland Revenue know who its employees are, how much they earned and what was deducted from their wages, and pays those deductions to Inland Revenue. Your business will also need to keep wages records, such as a wage book.

    Getting help

    Inland Revenue has all the information your business needs on tax.
    Inland Revenue's website has information about starting up and running a business.
    Inland Revenue also offers a free business tax information service to help new businesses meet their tax obligations. You can find out more about this service and make an appointment through Inland Revenue's website, or by Freephone: 0800 377 774 when you arrive in New Zealand.

    You can also get Inland Revenue's book Smart Business – a guide for businesses and non-profit organisations (IR 320) from the website or by phoning:
  • +64 4 801 9973 from outside New Zealand, or
  • 0800 377 774 when you are in New Zealand.
    Remember, keeping good records will help your business meet its tax obligations, and means your business can deduct the right expenses from its income.

    BUSINESS AND GOVERNMENT WEBSITES / FREEPHONES



  • Accident Compensation Corporation
    Administers New Zealand's accident compensation scheme which provides personal injury cover for all New Zealand citizens, residents and temporary visitors.
    For Workplace Injury Prevention information, freephone: 0800 844 647 (0800 THINKSAFE)
    For information about Employer Levies, freephone: 0800 222 776

  • Business.govt.nz The Government's business ionformation and development website. Business.govt.nz offers a wide range of information for small- to medium-sized businesses and entrepreneurs. Freephone: 0800 424 946

  • New Zealand Companies Office Registers all new companies. Their database contains comprehensive company records which are available to the public; however, some searches incur a small fee. Freephone: 0508 266 726 (0508 COMPANIES)

  • Commerce Commission Responsible for the Commerce, Fair Trading, and Credit Contracts and Consumer Finance Acts. A range of handy guides is available free. These explain how individual Acts apply to particular business operations. Freephone: 0800 943 600

  • Ministry of Consumer Affairs Works with consumers and businesses to achieve a fair and informed marketplace. Good advice about the Fair Trading and Consumer Guarantees Acts.

  • Department of Labour Comprehensive information on all aspects of work in New Zealand. Publishes a useful range of free booklets on such topics as employment relations and occupational health and safety. Many can be downloaded from the site. Freephone: 0800 800 863

  • Ministry of Business, Innovation & Employment Site providing information on a range of science issues including funding, research and development, major projects and events. Provides details of government-funded business assistance schemes.

  • Inland Revenue For all information on business tax rules, including IRD numbers and GST. Freephone: 0800 377 774

  • Ministry for Primary Industries Import and export regulations and bio security issues.

  • Ministry of Business, Innovation & Employment Information about business law, company registration and also advice for consumers.

  • Ministry for the Environment Reports on the state of the environment. Day-to-day environmental management is handled by local government.

  • New Zealand Trade and Enterprise Government agency responsible for overseas trade and business enterprise development. For the Enterprise Hotline, freephone: 0800 555 888.

  • Financial Markets Authority Facilitates capital investment in New Zealand in accordance with the Securities Act.

  • Takeovers Panel For information on the takeovers and amalgamation processes.

    GENERAL WEBSITES


  • Business NZ Policy and advocacy wing of regional business associations.

  • Economic Development Association of New Zealand Provides a range of business services to business migrants through 52 regional associations.

  • Local Government New Zealand For information on New Zealand's local government and links to your council. Local councils are also listed in The White Pages on the Local Government Services page.

  • New Zealand Chambers of Commerce and Industry Directory of Chambers of Commerce and Industry throughout New Zealand.

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