BUSINESS ADVICE • 8 JULY 2025 • 5 MIN READ
Moving overseas? What happens to your NZ Company
Are you moving overseas and weighing up what to do with your New Zealand company? Whether you’re relocating for lifestyle reasons or business expansion, it’s important to know your options. Do you keep it running, close it down, or sell it? And what are the tax implications?
Let’s explore your options to help you make a well-informed decision.
Keep your company operating in New Zealand
If you’re moving overseas but want to keep your company operating in New Zealand, you’ll need to consider the legal and tax residency requirements.
Will your company remain a New Zealand tax resident after you relocate?
To remain a registered company under the Companies Act 1993, you must have at least one director who is a New Zealand tax resident. If you are the sole director and moving overseas permanently, you either need to appoint a new NZ-based director (who controls the company from within NZ) or wind up the company.
In terms of tax residency, a company is a New Zealand tax resident if:
- It is incorporated in NZ
- Its directors exercise control from within NZ
- Its centre of management is in NZ
- It has its head office located in NZ
If your company still meets the criteria, it will continue to have tax obligations in New Zealand even after you move. It’s possible that your company may also be considered a tax resident in your new country, depending on the local tax legislation of that country.
Double tax agreements
If the country you move to has a double tax agreement with NZ, it can get complicated with ‘tie-breaker’ rules that will determine which country the company is considered a resident of for tax purposes. Navigating double tax agreements can be complex, so getting professional advice is highly recommended.
In some cases, winding up your New Zealand company and starting fresh overseas may simplify your tax obligations.
Closing your New Zealand company
Shutting down your company may be a straightforward option if you no longer plan to operate in New Zealand.
Tax Considerations
- Sales of Assets - GST payable (if your company is GST-registered) on the sale of these assets, and potential tax liability if any asset is sold for greater than book value
- Distribution of retained earnings via dividends to shareholders - tax implications including Dividend Withholding Tax, and personal income tax (if you’re in the top tax bracket)
- Capital gains - this can generally be distributed tax-free during the company windup
Compliance steps to wind up the company
- Stop trading and repay all business debts
- Pass a shareholder resolution to wind up
- File final returns for all tax types (e.g. Income Tax, GST, PAYE, FBT) and cancel registrations
- Pay any outstanding tax and request a ‘no objection’ letter from IRD
- Apply to the Companies Office for removal from the register
- Retain all business records for at least 7 years
Closing costs
As well as compliance and tax considerations, you should also be mindful of other costs involved in properly winding up the company e.g. potential legal or accounting fees, any terms of subscriptions or lease agreements the company is in.
Selling your New Zealand company as a going concern
If your business has ongoing value, selling the company as a going concern could be a viable alternative to shutting it down.
Selling a business can take longer than simply winding it up as you will need to find a buyer, agree on a sale price, and potentially assist with the transition process.
Key considerations when selling
- Business valuation - ensure the sale price is appropriately allocated between inventory, fixed assets (e.g. equipment), and goodwill as this has tax consequences
- Shareholding changes - a change in ownership has an impact on the ability to carry forward tax losses as well as the use of imputation credits (for dividend declaration)
- Costs of sales - factor in legal, accounting, and possible broker fees
Setting up your business in a new country
If you’re expanding operations or relocating for a fresh start, setting up a company in that country might be your next step.
Each country has different requirements for company formation, tax obligations and compliance. Reach out to an accountant in your new location for advice on local requirements.
If you’re moving to Australia or the UK, Beany can help
We have teams in both regions who can guide you through setting up a company, tax registration and provide info about your compliance obligations.
Final thoughts
Deciding what to do with your New Zealand company when moving overseas depends on your long-term goals, tax implications and compliance requirements. Whatever you choose, understanding the different legal and financial considerations is crucial. Each option has its own set of challenges and seeking advice tailored to your specific situation will help ensure a smooth transition. For Beany clients, we can provide guidance for whichever option you opt for. Get in touch with client support or your accountant.
Alaina Smith
Lead Accountant
Lives in the sunniest part of the country, running around after kids and the dog.
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