Oceania

New Zealand: contracts, corporate, trademarks and employment

New Zealand offers one of the simplest company regimes in the world, a consolidated commercial statute and a trade mark office that examines in weeks. It is used by groups as a low-friction operating jurisdiction, as the second half of a trans-Tasman structure and, for founders, as a home for lean holding and IP companies.

Review a contract here, US$490File a trademark, US$950 per class
ContractsCorporateTrademarksEmploymentProducts hereQuestions
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Who signs off and files here
LegalMatrix prepares documents on its AI-assisted workflow and delivers in New Zealand through a New Zealand law firm engaged as its delivery partner. Every document is reviewed and signed off by a New Zealand lawyer holding a current practising certificate before release. Trade mark searches and IPONZ filings are handled by the partner firm or a registered patent attorney.

Contracts

TopicEssentials
Governing lawNew Zealand contract law is common law supplemented by the Contract and Commercial Law Act 2017, which consolidates the statutes on privity, remedies, mistakes and electronic transactions. Parties may choose New Zealand or foreign law; New Zealand courts enforce foreign judgments from many countries and Australian judgments under the trans-Tasman regime.
LanguageEnglish (te reo Maori and New Zealand Sign Language are also official languages). Commercial contracts are in English.
Electronic signaturePart 4 of the Contract and Commercial Law Act 2017 gives electronic signatures legal effect where the method adequately identifies the signatory and indicates their approval, is as reliable as appropriate and the recipient consents. Schedule 5 excludes certain documents, including wills, affidavits, statutory declarations, powers of attorney and some negotiable instruments, which require paper or specific formalities. Companies may sign deeds electronically. Check the authority: https://www.legislation.govt.nz/
  • The Fair Trading Act 1986 prohibits unfair contract terms in standard-form consumer contracts and, since 2022, small trade contracts below a value threshold; check the Commerce Commission.
  • The Consumer Guarantees Act 1993 cannot be excluded in consumer sales; business-to-business contracts may contract out in writing.
  • The Personal Property Securities Register governs priority of security interests, including retention of title.
  • Deeds must be signed and, for individuals, witnessed; a company signs a deed by two directors, or one director with a witness, or under its constitution.

Corporate

TopicEssentials
Director dutiesSections 131 to 138 of the Companies Act 1993 require directors to act in good faith and in the company's best interests, for a proper purpose, with reasonable care, and not to trade recklessly or incur obligations the company cannot perform. At least one director must live in New Zealand, or live in Australia and be a director of an Australian company.
Shareholder rightsOrdinary resolutions pass by majority and special resolutions by 75 per cent. Shareholders have minority buy-out rights when they vote against certain major transactions, and may apply to the court for relief from prejudicial conduct. A constitution is optional; without one, the Act's default rules apply.
Share transfersShares are transferred by a written instrument signed by the transferor and entered in the share register (section 84); the board may refuse registration only on grounds set out in the constitution. Shareholder changes are updated on the Companies Office register. No stamp duty applies.
  • Annual returns are filed online with the Companies Office; the register is public and includes directors' and shareholders' details.
  • Companies must record their ultimate holding company on the register.
  • Financial reporting and audit obligations depend on size and overseas ownership; large companies and subsidiaries of overseas companies above thresholds must file audited statements (check the authority).
  • New Zealand has no beneficial ownership register at the review date; a register has been proposed, so check the Ministry of Business, Innovation and Employment.

Trademarks

0 mo6 mo12 mo18 moNew ZealandSingaporeUnited States
Approximate time from filing to registration without opposition, compared with two other offices. Compare all ten.
TopicEssentials
AuthorityIntellectual Property Office of New Zealand (IPONZ)
SystemFirst to file for registration, with ownership and prior-use arguments available to an earlier user in opposition and invalidity proceedings.
Time to registrationExamination usually produces a first report within about 15 working days. Registration cannot occur earlier than 6 months from filing, so approximately 6 to 9 months in total if there is no objection or opposition; check the authority.
ClassesNice Classification. Fees are charged per class and are lower where goods and services are selected from IPONZ's pre-approved list; check the authority.
Opposition3 months from advertisement of acceptance in the IPONZ Journal, extendable on request.
Term10 years from the filing date, renewable for further 10-year periods.
  • Applications containing Maori words or imagery are referred to the Maori Trade Marks Advisory Committee, which can add time.
  • An address for service in New Zealand or Australia is required; patent attorneys are registered under the trans-Tasman regime.
  • New Zealand is a member of the Madrid Protocol.
  • A registration unused for three continuous years is exposed to revocation.

Employment

TopicEssentials
ProbationTwo distinct tools exist. A 90-day trial period, available to all employers since 23 December 2023, must be agreed in writing before the employee starts and bars a personal grievance for unjustified dismissal if notice is given within the trial. A probationary period is different: it signals assessment but the employer must still follow a fair process before dismissal.
NoticeNo statutory minimum notice applies; the employment agreement sets notice and a reasonable period is implied if it is silent. Dismissal must be substantively justified and procedurally fair under the Employment Relations Act 2000, except within a valid trial period. Check the authority: https://www.employment.govt.nz/
Non-competeRestraints of trade are enforceable only to the extent reasonable to protect a proprietary interest, and the court may modify an unreasonable restraint under the Contract and Commercial Law Act. Consideration, duration (three to six months is typical), geography and the employee's seniority are the main factors. The government has signalled a review of restraint clauses; check the authority.
EquityEmployee share schemes are taxed under the Income Tax Act 2007 share scheme rules at the share scheme taxing date, with an optional PAYE withholding election. Offers to employees are exempt from the Financial Markets Conduct Act 2013 disclosure regime if they meet the employee share scheme exclusion. Plan rules, an offer letter and a board resolution are the standard set; check Inland Revenue and the FMA.

Products available here

Contracts: drafting and review

Commercial contracts and review

Counterparty Contract Review

Upload the contract the other side sent you. Within two business days a lawyer admitted where it will be used returns a redline, a one-page risk summary and the reply you can send.
from US$390Lawyer review included
redline and summary in 2 business days
Commercial contracts and review

Negotiation Playbook

Your company's contract positions written down once, then applied to every contract that comes in. A lawyer handles only what deviates. Billed monthly, cancel any time.
US$299 / monthLawyer review included
playbook drafted in 10 business days
Commercial contracts and review

Go-to-Market Contract Bundle

Customer terms, agency, distribution and supplier agreements for one market, drafted as a matched set so the obligations line up end to end.
from US$6,500+ US$1,950 lawyer sign-off per jurisdiction
first drafts in 7 business days
Commercial contracts and review

NDA Set

Mutual, one-way and employee or contractor confidentiality agreements, drafted for one jurisdiction and ready to send.
from US$900+ US$350 lawyer sign-off per jurisdiction
first drafts in 2 business days
Commercial contracts and review

Master Services Agreement and SOW

A master services agreement with a statement of work template, for selling or buying professional, technology or outsourced services.
from US$3,800+ US$1,150 lawyer sign-off per jurisdiction
first draft in 5 business days
Commercial contracts and review

Data Processing Agreement

A controller-to-processor data processing agreement, with cross-border transfer terms, for the privacy law of one jurisdiction.
from US$1,800+ US$550 lawyer sign-off per jurisdiction
first draft in 3 business days
Corporate and shareholders

Shareholders' Agreement

A shareholders' agreement and matching constitution or articles amendments for a private company with two or more owners.
from US$4,500+ US$1,350 lawyer sign-off per jurisdiction
first draft in 3 business days
The documents to issue new shares to an investor or transfer existing shares between holders, with the approvals and registry filings mapped.
from US$3,200+ US$950 lawyer sign-off per jurisdiction
first draft in 3 business days
Corporate and shareholders

Intercompany Services Agreement

An agreement between group companies for management, shared services, IP use or secondees, structured so that transfer pricing documentation can sit on top of it.
from US$2,800+ US$850 lawyer sign-off per jurisdiction
first draft in 4 business days
Corporate and shareholders

Board and Shareholder Resolutions Pack

A year's set of board and shareholder resolutions, minutes and written-resolution templates for one company, matched to its constitution and registry rules.
from US$1,200+ US$350 lawyer sign-off per jurisdiction
first drafts in 3 business days
An employment contract for hiring in one jurisdiction from a company based in another, with the local mandatory terms built in.
from US$1,500+ US$450 lawyer sign-off per jurisdiction
first draft in 3 business days
Employment and equity

Secondment Agreement

Documents to second an employee from one group company to another across borders, keeping the home employment intact and the host arrangements clear.
from US$1,900+ US$550 lawyer sign-off per jurisdiction
first draft in 4 business days
Employment and equity

Employee Share Option Plan

Plan rules, grant documents and corporate approvals for an option plan in one jurisdiction, with the local tax-advantaged route used where available.
from US$6,800+ US$2,050 lawyer sign-off per jurisdiction
first draft in 5 business days
Employment and equity

Executive Equity Grant

A single bespoke equity award for a senior hire or key executive: restricted shares, options or growth shares, with the approvals and tax elections mapped.
from US$2,400+ US$700 lawyer sign-off per jurisdiction
first draft in 3 business days
The governance documents for a family holding company and, where the jurisdiction recognises trusts, a discretionary trust to hold it: constitution, shareholders' agreement, trust deed and family charter.
from US$12,000+ US$3,600 lawyer sign-off per jurisdiction
first drafts in 10 business days

IP rights: applications and portfolio

A clearance search with a written opinion, then a trade mark application filed and prosecuted through to registration in one jurisdiction.
from US$950 per class
search report in 3 business days
For jurisdictions with no copyright registry: the assignments, work-for-hire terms and dated evidence that prove you own the work when it matters.
from US$400
pack delivered in 7 business days
IP assignments and licences

IP Assignment and Licence

A deed of assignment to move IP into the right group company, and a licence back to the entities that use it, with register recordals mapped.
from US$2,600
first draft in 4 business days
IP assignments and licences

Technology Licence Agreement

A licence of software, data, models or technical know-how to a customer or partner, drafted from the licensor's or licensee's side for one jurisdiction.
from US$4,200
first draft in 5 business days
IP portfolio management

IP Portfolio Management

Every patent, trademark, design and copyright record of the group in one portfolio: docketed deadlines, renewals handled, documents attached, a registered practitioner responsible. Billed monthly per asset.
US$180 / month
portfolio loaded and reconciled against the registries…
IP portfolio management

Renewals and Annuities

A single renewal or annuity paid on time in any of ten offices through the registered agent of record, with the receipt in your record. Per payment, no subscription needed.
from US$95
instruction confirmed in 1 business day
IP portfolio management

Trademark Watch

Monitoring of new applications that conflict with your marks in the offices you choose, with a practitioner's view on each hit and the opposition deadline docketed.
US$60 / month
first report within 10 business days

Questions

What is the difference between a 90-day trial and a probation period?

A valid 90-day trial removes the right to bring an unjustified dismissal claim if the employer gives notice within the trial; a probation period does not and the employer must still run a fair process. The trial must be agreed in writing before day one and only applies to genuinely new employees.

Can any employer now use a 90-day trial?

Yes. The restriction to employers with fewer than 20 employees was removed with effect from 23 December 2023.

How fast is a New Zealand trade mark?

IPONZ examines within about three weeks, but registration cannot occur until six months after filing, so expect six to nine months unopposed.

Do we need a New Zealand resident director?

Yes, unless a director lives in Australia and is also a director of an Australian company. The trans-Tasman rule is convenient for groups already in Australia.

Is a New Zealand non-compete enforceable?

Only if reasonable. Courts can cut down an overbroad restraint rather than void it, but short, specific restraints on senior staff fare best, and confidentiality and non-solicitation terms do most of the work.

Does New Zealand have stamp duty or capital gains tax on share transfers?

No stamp duty. New Zealand has no general capital gains tax, but share dealing can be taxable in specific circumstances; the review flags this for the client's tax adviser.

Guides

Sources

Reviewed 26 October 2026. Rules and fees change; confirm with the authority before relying on them.

Documents and filings for New Zealand

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