A New Zealand Look Through Company (LTC) is a different type of Limited Liability Company (LLC) where the shareholders elect to be treated differently for tax purposes. It became a new law in 2010 and went into effect in 2011.
Foreigners can own 100% of the LTC shares.
Similar to a LLC, it is a separate legal entity from its shareholders. It is more of a partnership than a corporation for tax purposes. Like a LLC, the shareholders enjoy limited liability with only their capital contributions to the company at risk.
LTC’s are governed by The New Zealand Companies Act of 1993. Instead of Articles of Incorporation their incorporation document is called the “Constitution”. LTC’s are perpetual companies where only voluntary dissolution by the shareholders or disqualification for violating applicable laws regarding qualifications as a LTC.
Background
New Zealand is an island nation located near Australia in the Pacific Ocean. In 1907, New Zealand became a UK Dominion after having been a British colony since 1841. It has an elected Parliament with a Prime Minister while still recognizing Queen Elizabeth II as its official monarch.
Benefits
A New Zealand Look Through Company (LTC) receives these benefits:
• 100% Foreign Owners: Every share in a New Zealand LTC can be owned by foreigners.
• Limited Liability: Shareholders’ liability is limited to their capital contribution.
• Tax Free: Non-resident shareholders pay no taxes if income earned outside its borders. Note, U.S. taxpayers and others taxed on global income must report all income to their governments.
• Simple Company Registration: The World Bank Survey in 2015 ranked New Zealand as one of the easiest countries to register new companies.
• One Shareholder: LTC’s can be formed with only one shareholder.
• One Director: Only one director to manage the company is required.
• No Minimum Share Capital: No required minimum share capital.
• English: As a former UK colony and current British Dominion, the official language is English.
Company Name
A Look Through Company must pick a company name different from the names all legal entities in New Zealand. Before registering, applicants can search the government’s website to see existing company names to help with choosing a unique name.
Every LTC must include the abbreviation “LTC” at their company’s name end.
Requirements for a LTC
Becoming a LTC and maintaining its legal status requires meeting the following criteria:
1. It must be a company (a legal entity separate from its members);
2. It must register as a New Zealand tax resident and will not be treated as a non-resident foreign company under a double tax treaty;
3. Every owner must maintain “look through interests” (shares in the LTC);
4. A maximum of 5 owners who are natural persons or trustees of a trust; and
5. Must not be a residential property owning company. This is where the LTC’s Constitution entitles owners to use specific residential property owned by the LTC where residential properties are the significant assets of the company. This type of benefit is prohibited.
There are no limitations in the types of business activities in which a LTC can engage in.
Registration
LTC’s register with the government by filing a special application form signed by the directors and shareholders and pay the filing fee with the Companies Office. The current registration fee is $150 NZ.
Limited Liability
Shareholders are only liable for their capital contributions to the LTC.
Shareholders
The LTC must be owned by natural persons, another LTC, or by the Trustee of a Trust. While foreigners as individuals can be shareholders, foreign companies and corporations cannot be shareholders.
The LTC can have a minimum of one shareholder. The maximum number of shareholders is five. One shareholder can consist of one’s family members grouped into one owner.
Only one class of shareholders is required with all of them having equal rights to vote on:
(a) The company’s Constitution;
(b) Company distributions;
(c) Appointment of directors and capital variations;
(d) Share acquisitions and cancellations; and
(e) Profits distributions.
Directors
The LTC must have at least one Director who must be a natural person and not a legal entity. Currently, the Director can be a citizen and residing in any country. Directors will provide daily management of the LTC in accordance with its Constitution.
Accounting and Auditors
A LTC is not required to file annual financial documents or reports with the Companies Registrar. However, even though the government does not require specific accounting methods, a LTC must maintain accounting records showing income, profits & losses, depreciation, etc. Failing to keep such financial records can incur a maximum fine of $10,000 NZ.
Registered Office and Agent
LTC’s must have a physical local office address (not just a P.O. Box).
A local registered agent is mandatory.
Minimum Share Capital
There is no minimum share capital requirement.
General Meetings
The law requires at least an annual general shareholders’ meeting. After registration approval, the first meeting can be conducted within 18 months.
Taxes
Unlike LLC’s, which can be taxed on global income, non-New Zealand resident shareholders of a LTC pay no income taxes as long as the LTC does not derive income within New Zealand.
A New Zealand LTC is considered a separate legal entity with tax transparency benefits so no corporate taxes are imposed. All profits flow through to the shareholders personally much like a partnership. Non-NZ residents are totally exempt from all taxes if the total source income derives from foreign sources.
LTC’s are still required to register as a New Zealand tax resident company. In addition, it must register with the New Zealand Tax Department as a Look Through Company.
Note, U.S. taxpayers and citizens in countries taxing worldwide income must declare all income to their tax authority.
Public Records
The public can access the records in the Companies Office.
Registration Time
A new LTC can expect the registration process to take one or two business days.
Shelf Companies
New Zealand shelf companies can be purchased.
Conclusion
A New Zealand Look Through Company (LTC) receives these benefits:100% foreign ownership, no taxes, limited liability, simple company registration, one shareholder up to five owners required, the LTC can be managed by one director, no minimum share capital, and the official language is English.
