ASIC vs the Companies Office: company registers side by side

A company isn’t a building or a logo. Legally, it’s an entry on a register. In Australia, that register is kept by ASIC, the Australian Securities and Investments Commission. In New Zealand, it’s the Companies Register, run by the Companies Office. Mr loves a good register (he keeps his hat on a numbered peg), and lenders do too, because the register is where they check who’s really in charge.

How do the two registers compare?

	Australia: ASIC	New Zealand: Companies Office
Registers	Australian companies, registered foreign companies, business names	NZ companies, overseas companies, limited partnerships
Company identifier	ACN (and usually an ABN for tax)	Company number and NZBN
Director identity	Director ID, 15 digits, required before appointment	No equivalent director ID requirement noted on the director guidance
Director residency	Proprietary company: one or more directors living in Australia	At least one director living in NZ, or living in Australia and directing an Australian company
Overseas companies	Register as a foreign company, get an ARBN, appoint a local agent	Register on the Overseas Register within 10 working days of starting activities
Incorporation fee (NZ)	—	$118.74 plus GST to apply to incorporate

What is an Australian director ID, and who needs one?

ASIC describes a director ID as a 15-digit identifier given to a company director, or to someone who intends to become one. It’s unique and permanent, so it follows a person from company to company. All directors of Australian companies need one, and so do directors of registered foreign companies, registered Australian bodies, and Aboriginal and Torres Strait Islander corporations.

The timing matters: ASIC says that if you plan to become a director, you must apply for a director ID before you’re appointed. Director IDs are administered by the Australian Business Registry Services (ABRS).

For lenders, the director ID helps confirm that the person signing is who they say they are, and it makes it harder to hide a history of failed companies behind name changes.

What’s New Zealand’s resident-director rule?

The Companies Office says every New Zealand company must have at least one director who lives in New Zealand, or lives in Australia and is a current director of a company incorporated in Australia. The Registrar generally treats someone present in New Zealand for more than 183 days in a 12-month period as meeting the rule, though other factors can be considered.

That “or Australia” clause is a lovely bit of trans-Tasman friendliness. An Australian business owner who already directs an Australian company can set up a New Zealand company without finding a Kiwi resident to sit on the board.

Setting up on the other side and need funding to do it? Mr’s people in each country look at expansion funding case by case, and asking doesn’t touch your credit file. Pick your country and see if you qualify.

How does a company register in the other country?

A New Zealand company carrying on business in Australia must register with ASIC as a foreign company. ASIC says it will issue a registration certificate and an ARBN, and the company must appoint a local agent who is resident in Australia and authorised to accept documents on its behalf. It must keep a registered office in Australia and display its name and ARBN correctly. ASIC also notes that New Zealand companies registered as foreign companies don’t have to lodge certain documents that other foreign companies do.

An Australian company carrying on business in New Zealand registers on the Overseas Register. The Companies Office says you must do this within 10 working days of starting activities in New Zealand, and the fee is $130 plus GST. For Australian companies, director details come from ASIC, so you don’t supply them separately.

Many owners instead set up a separate local company (a subsidiary) in the other country. That’s a structuring decision with tax, liability and lending consequences, so it’s one to make with advisers on both sides. Our pages on selling into New Zealand and expanding into Australia cover the practical steps.

What do lenders look for on the register?

On either side of the Tasman, a lender’s register search answers five questions:

1. Does the company exist, and is it active? A deregistered or struck-off company can’t borrow.
2. Who are the directors? They’re usually the people who sign and, for many loans, give personal guarantees.
3. Who owns the shares? If a parent company in the other country owns the local company, the lender will want to understand the group.
4. Are filings current? Overdue annual reviews or annual returns suggest the paperwork isn’t being looked after.
5. Does it match the application? Names, addresses and officeholders should line up with what you’ve told the lender.

Group structures that span both countries are perfectly normal. What slows a lender down is a structure the lender has to puzzle out alone. Draw a simple diagram, label each entity with its country and number, and include it with your enquiry.

Illustrative example

Illustrative only. A Gold Coast marketing agency wins a big Wellington client. Its director already runs the Australian company, so she incorporates a New Zealand company with herself as sole director, meeting the residency rule through the “lives in Australia and directs an Australian company” route. The New Zealand company gets its own NZBN and registers for GST once turnover heads past $60,000. When it later needs working capital for New Zealand contractors, the lender can see the whole group in a few minutes.

Ready to talk it through?

Registers aren’t glamorous, but every good funding conversation is built on them. When yours are tidy and you’re ready to talk money, the first step is gentle: no credit check to make an enquiry, one team handling it rather than a mailing list of lenders, and a real person on the other end. Quote the exact company names and numbers on the form, and Mr’s people can match you properly from the start. Head to the country chooser.