New Zealand Company Incorporation (Companies Register, Companies Act 1993)

This file is the source-review record for this document version, per the manual-source-review-v1 practice. It documents the provenance of the published fields and flow and states the current verification claim honestly.

Current claim

• status: draft
• verification.method: manual-source-review-v1
• verification.lastVerifiedAt: 2026-07-03

The document was derived entirely from the Companies Office's own Help Centre prose describing what its online incorporation application collects, not from the live authenticated screens themselves (which sit behind a RealMe® login this review could not reach). It therefore remains draft, not verified — the same posture already used for nz/dia/realme-verified-identity.

Sources examined

• Document (id, version): nz/companiesoffice/company-incorporation / 1.0.0
• Spec version: GovSchema 0.3.0
• Authority: New Zealand Companies Office (Ministry of Business, Innovation and Employment), which maintains the Companies Register under the Companies Act 1993.
• Primary sources (all fetched directly by this review — raw HTML parsed for article text, not an AI-summarized fetch — HTTP 200 on each):
  • https://companies-register.companiesoffice.govt.nz/help-centre/starting-a-company/incorporating-a-company/ — process overview, the two incorporation-time fees ("$10 (plus GST) to reserve a company name and $118.74 (plus GST) to apply to incorporate a company"), the 20-working-day completion window, company contact address requirements, and the constitution options.
  • https://companies-register.companiesoffice.govt.nz/help-centre/company-directors/registering-the-appointment-of-a-director/ — the exact director field set ("full legal name", "date and place of birth", "residential address — this must be a physical street address, not a PO Box, Private Bag or DX service", "date of appointment", plus optional email/telephone/mobile/fax) and the 20-working-day consent-form deadline.
  • https://companies-register.companiesoffice.govt.nz/help-centre/company-directors/who-can-be-a-director/ — the residency rule ("at least one director who lives in: New Zealand, or Australia and is a current director of a company incorporated in Australia", with an ACN required for the latter case).
  • https://companies-register.companiesoffice.govt.nz/help-centre/starting-a-company/registering-a-shareholder/ — the exact per-shareholder-type field sets (individual: full legal name, residential address, IRD number if NZ-resident and registering for tax; NZ company: full legal name and incorporation/registration number; other entity: full legal name, country of origin, registered address; trustees: full legal name and residential address per trustee) and the rule that unincorporated trusts cannot themselves be registered.
  • https://companies-register.companiesoffice.govt.nz/help-centre/starting-a-company/issuing-shares-in-a-company/ — confirms every company must have at least one shareholder and issue at least one share.
  • https://companies-register.companiesoffice.govt.nz/help-centre/starting-a-company/ultimate-holding-companies/ — the exact UHC disclosure field set (name, country of registration, registration number or code if any, registered office address).
  • https://companies-register.companiesoffice.govt.nz/help-centre/starting-a-company/tax-registration/ — the exact optional bundled tax-registration field set (BIC code, trading name, business-premises address, postal address for tax, contact phone/person, fringe-benefits question, non-active declaration, and — if registering as an employer — employment start date, pay frequency, first pay-cycle date).
• Corroborating source: business.govt.nz's general "Starting a company" guidance page confirms the same online, RealMe®-gated process at a higher level ("You must register your company with the Companies Office. This is known as incorporating a company. ... Sign in to the Companies Office website with your RealMe® login."), but returned a RedShield bot-detection block on direct fetch in this sandbox — the same class of block already documented for nzta.govt.nz in this registry's DMV candidates. It was instead read via a Wayback Machine snapshot (web.archive.org/web/20250901115220/...) and used only to corroborate the primary Help Centre sources above, not as a field-level source in its own right.
• Live channel not reached: the authenticated online-services screens themselves (behind RealMe®) were not reached, consistent with the approach already taken for nz/dia/realme-verified-identity — this schema sources from the operator's own published description of what a login-gated process collects rather than the live screens.
• Scope decisions:
  • Modelled a first and second director, and a first and second shareholder, rather than an arbitrary repeating group — the same two-instance-cap limitation already noted for the FR and AU schemas authored earlier in this cycle (fr/inpi/micro-entrepreneur-activity-declaration, au/asic/proprietary-company-registration); a real company may have more of either.
  • constitutionSource's two enum values (purchased_from_third_party, self_drafted) map to the source's own two upload paths; "incorporate without a constitution" is represented by hasConstitution: false rather than a third enum value.
  • director1ResidencyBasis/director1AustralianCompanyAcn are modelled only on the first director (the schema's minimum-viable compliance signal is that at least one director meets the residency rule); the second director's residency basis is not separately modelled.
  • The tax-registration bundle's "confirm who your tax agent is" branch (mentioned in the source's own numbered step 4) was not reached in the fetched page content and is left unmodelled rather than guessed.
  • Annual-return obligations (a recurring $49.74-plus-GST filing, not part of the incorporation transaction itself) are out of scope for this version — a natural companion schema for a future cycle.

Test run (mock data)

Two mock scenarios were run against this schema version's required/ requiredWhen/visibleWhen gating logic with the same standalone validator script used for the FR and AU schemas authored earlier this cycle (not committed — mirrors the checks tools/validate.mjs and tools/validate-ajv.mjs already run structurally):

1. A single-director, single-individual-shareholder company with no constitution, no UHC, and no bundled tax registration — confirms every optional/conditional block correctly stays unset. Committed as this version's conformance/.../application-packet.json fixture.
2. A two-director company (the second director resident in Australia), two shareholders (an individual and a registered NZ company), a purchased constitution, a UHC, and full bundled tax registration including employer registration — exercises every conditional branch simultaneously. A deliberately broken variant (with uhcCountryOfRegistration omitted) correctly failed with MISSING required field: uhcCountryOfRegistration, confirming the gate fires; restoring the field passed. Not committed as a fixture (single-packet-per-version convention), but recorded here as the branch coverage this version's conditional logic received.

Both tools/validate.mjs and tools/validate-ajv.mjs (full JSON Schema 2020-12 meta-schema, ajv) pass for this document.

Known gaps / future work

• Reach the live, RealMe®-gated online-services screen flow to confirm this schema's field set and gating match the actual application, not just the Help Centre's own description of it.
• Model a third-or-later director/shareholder as a repeating structure.
• Model the "confirm who your tax agent is" branch once its field content is sourced.
• A companion annual-return schema is a natural next candidate.

Scope

Out of scope for this version: a third-or-later director or shareholder, the tax-agent-nomination sub-branch of tax registration, and annual-return filing.