Caution required when naming and forming your new company

Recent changes in the requirements for forming a company have made it more challenging, though for the most part something that can be worked with. The changes include requiring dates of birth and place of birth for each director. If you’re incorporating a company with others, such as business partners, this information is not to hand as readily as if you’re forming the company on your own.

It is also a requirement that there be at least one director living in New Zealand (with a NZ Address) or living in Australia and also a director of a company incorporated in Australia (details required to be provided.

If another company will own the company you are forming, additional details about it will also be required.

These changes were legislated in to “prevent misuse of the companies register, and to improve the integrity of the information held on the register.”

Consistent with this purpose, we have recently become aware through experience of the Companies Office, through its Registries Integrity and Enforcement Team, requiring additional identification and other information before accepting signed consents for directors and shareholders being appointed to the new company. This is also part of its efforts to “improve the integrity of the Companies Register”.

It still remains challenging at times for the most basic and fundamental part of forming a company—registering an appropriate and available name for your new company. The requirement is that the name not be “identical or almost identical’ to a previously named company. Before submitting the intended name for approval by the companies office, you would be expected to do a search of the name in the companies office database.

Despite receiving the result of your preliminary check being available, a more comprehensive check by the companies office still has the ability to reject it. We have seen where this produces perplexing decisions, for instance the addition of one letter to a name on one occasion enabled the name to be approved, but in another rejected. Even our own name has come under this scenario, as another company by adding the word “Chartered” has been able to register as MTM “Chartered Accountants” Limited, and not be deemed identical or almost identical’ to us. (Privacy prevents me listing other similar examples we’ve experienced.)

The cost of registering a name is $10.22 which is forfeited if the name is rejected. You can of course appeal, but you have to go to court within 15 working days.

As we are experienced in forming companies, both in the process and the pitfalls, it would be worth your while to let us go through the steps, as well as advising on whether this is the preferable structure for your enterprise