Resident director
& officer services
in New Zealand.

The roles required depend on how the company is structured and whether it has New Zealand tax obligations. Under the Companies Act 1993, every New Zealand company must have at least one director who is resident in New Zealand or qualifies under the Australian enforcement country rule. A company secretary is not legally mandatory but is commonly appointed to manage filings, register maintenance and meeting administration.

A resident public officer is required under the Tax Administration Act 1994 for non-resident companies with New Zealand tax obligations, including those deriving income from New Zealand sources. The roles are separate and carry distinct legal responsibilities. A professional services firm can hold more than one role simultaneously depending on the company’s requirements.

Under the Companies Act 1993, every New Zealand company must have at least one director who lives in New Zealand or is an Australian resident who is also a director of an Australian company. Residency is generally assessed using a 183-day physical presence test, though other factors including business activity, property and family ties may also be considered, as confirmed in Re Carr [2016] NZHC 1536.

Failure to maintain a qualifying director can result in removal from the Companies Register. The resident public officer role requires New Zealand tax residency at the time of appointment and is not subject to the same physical presence test. For a full overview of the registration process and director appointment requirements, see the guide to setting up a subsidiary in New Zealand.

A resident director carries the full statutory duties of any director under the Companies Act 1993 and can be held personally liable for breaches. Key obligations include:

• Acting in good faith and in the best interests of the company
• Exercising reasonable care, diligence and skill in all decisions
• Avoiding reckless trading by not allowing the company to incur obligations it cannot meet
• Disclosing material personal interests and avoiding conflicts of interest

Serious breaches can result in civil penalties or criminal liability under the Act. Professional resident directors typically operate under a deed of indemnity from the appointing company and hold professional indemnity insurance to manage this exposure.

A nominee resident director is a New Zealand-resident professional appointed to satisfy the Companies Act 1993 residency requirement while operational control remains with the overseas shareholders. A properly structured arrangement includes:

• A nominee director agreement defining the scope and limits of the director’s authority
• A deed of indemnity from the company covering actions taken within that authority
• Shareholder resolutions or written approvals required for material decisions
• AML/CFT due diligence completed by the service provider before accepting the appointment

The nominee holds the same duties and liabilities as any director and cannot avoid responsibility under the Act. A professional provider will carry indemnity insurance and require appropriate oversight structures before accepting the role.

A resident public officer is required under the Tax Administration Act 1994 when a company that is not a New Zealand tax resident has ongoing IRD obligations or derives income from New Zealand sources. The officer must be a New Zealand resident and serves as the company’s authorised representative with IRD, responsible for signing returns, managing correspondence and ensuring compliance with the Income Tax Act 2007.

If no public officer is appointed when required, IRD may treat any New Zealand resident with apparent authority as the deemed officer, creating unintended personal tax liability for that individual. This requirement commonly applies to overseas companies holding New Zealand property, operating branches or receiving New Zealand-sourced income. For an overview of post-incorporation obligations, see the guide to registering a company in New Zealand.