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You’ve got the idea. You’ve started building. Now it’s time to make it real.
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Disclaimer: This content is not legal advice. It is general commentary designed to help founders get their heads around key legal concepts, decisions and risks - but it doesn’t account for your specific circumstances.
Every startup is different, and the right approach will depend on your unique situation. If you’re making important legal decisions or signing anything binding that you are unsure about, talk to a lawyer.
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It’s the moment your idea becomes a real, investable business — with structure, ownership, and a clear foundation for growth. This guide walks you through what incorporating actually means, why it matters, how to do it right, and what to get sorted early so you don’t trip over it later.
Starting a startup? One of your first big steps is incorporating your company. This section explains what that means, why it matters, and how to do it.
Incorporating creates a new legal entity, your company (e.g. Next Unicorn Limited). Just like a person, a company can:
Here’s why startups use companies:
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How To Work with a Lawyer (and Get Value)
If you haven’t worked with a lawyer before, here are a few tips:
Pick one who works with startups. Get them to talk you through who they have worked with and how often they work with startups. You don’t want someone reinventing the wheel, you need someone with experience and laser-focussed skills who gets early-stage businesses, knows you’re tight on money, and can right-size the legal output for where you're at.
Ask for a quick intro call. Most startup lawyers are happy to jump on a free 30-minute Teams chat. You might get what you need from that call alone, and it’s a good chance to test their experience and vibe.
Don’t be shy about asking what it’ll cost. A good lawyer will be upfront and they understand the scope. You’re running a business, so you need to know what you’re signing up for.
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Incorporating a company in New Zealand is simple, fast, and affordable. You can usually get it done in a day for under $150.
| 1 | Pick a company name | Your company name must end in “Limited” (e.g. Next Unicorn Limited). Use ONECheck to see if the name is available — it also checks domain names and trade marks: https://www.business.govt.nz/onecheck
Tip: Registering a company name does not give you trademark protection. That’s a separate step. | | --- | --- | --- | | 2 | Directors | Your company needs at least one director who: • Is 18+ years old; and • Lives in NZ, or lives in Australia and is a director of an Australian company
For each director, you’ll need: • Full legal name • Residential address • Place and date of birth • IRD number (if you're applying for an IRD number for the company at the same time)
Most startups appoint all co-founders as directors to begin with. | | 3 | Shareholder | You’ll need at least one shareholder (this can be the same person as the director). For each shareholder, you’ll need: • Full legal name • Residential address • IRD number (if applying for a company IRD number too) | | 4 | Shares | You can start with any number of shares. If there are multiple shareholders, we suggest issuing 1,000 shares and splitting them based on your agreed ownership split.
Tip: See our guidance below on founder equity. It can be beneficial for co-founders to first agree how they wish to split share ownership so the company is incorporated with this agreed shareholding on day 1. | | 5 | Addresses | You’ll need to provide: • A registered office address (where legal documents can be delivered) • A communication address (can be the same)
If you don’t have an office yet, use one of the directors’ home addresses (with their consent). | | 6 | Annual return month | Pick any month - this is just the month when you’ll file your annual return (a simple online update confirming your company’s details are still correct).
Tip: Make sure you file your annual return when its due. If you leave it overdue it may result in the company being struck off / removed. | | 7 | Constitution | You don’t need one to incorporate, but if you have multiple shareholders, we recommend adopting one (see guidance below). If you have more than one shareholder, see our guidance below on the basic constitution we suggest you adopt. |
Once you’ve got all the above ready: