LTCs: How do you set up or form an LTC* in New Zealand? It’s quite straightforward:

1. Form a company

2. Complete an LTC election and send it to IRD

3. File your annual returns with IRD and NZCO^

However, there are a few decisions you’ll need to make:

• Who will be the company directors?
• How many directors will you have?
• Who will be the shareholders?
• How many shares will they own?
• What will be your company name?
• Will you have a website, and if so, is a suitable domain name available (which ties in with your company name)?
• What will be the address of your registered office?
• Will the company be an LTC?
• Will the company be registered for GST?
• Will the company be an employer?
• Will you maintain your own NZ Companies Office records?
• Will you file your annual NZ Companies Office return?

If this all sounds a bit daunting, don’t panic.  There is lots of helpful info at companies.govt.nz, and they have a toll-free hotline.

Note that prices for company setup vary wildly in the marketplace, hence it pays to shop around.  We can set up your LTC quickly and cost-effectively.  Contact us for help and a free quote. Alternatively, if you're ready to get started then go straight to our LTC set-up questionnaire here.

* Look-Through Company

^ New Zealand Companies Office

As a couple, should you form an LTC (Look-Through-Company) to own your rental investment property?  There are two schools of thought on the subject, basically divided into “Yes, absolutely necessary” and “No, it’s a total waste of time.”  What are the merits of the two approaches?

The LTC Approach

If you form an LTC, you have now another legal entity which has annual filing requirements with IRD and with the New Zealand Companies Office.   In other words, more compliance costs. However, this legal vehicle does allow you to proportion losses (and income) according to the amount of shareholding that each shareholder has.

For example, John and Mary have an LTC which owns a rental investment property.  Mary is not working at the moment (whereas John is), so they have chosen a shareholding percentage of 95/5 for Mary/John.  This allows the income to flow disproportionately from the LTC to Mary, who is in a lower tax bracket.

Of course, any tax benefits are incidental. The main reason for planning things this way is that John is flat out at his job, whereas Mary (who works part-time) has a bit more time on her hands. Thus she does almost all of the work involved with the property. And therefore, she is appropriately remunerated for this, hence the 95% shareholding.

The beauty of the LTC is that it has been explicitly set up and clearly and legally allows losses/profits to flow through to the company owners.*  The LTC has its own bank account,  which expenses/income go through, leaving a nice neat audit trail to follow.

The Partnership Approach

An income tax partnership can be used to own a rental investment property.  In this scenario, each natural person is an owner of the property, and the partnership return is used to determine the share of each person in any losses/profits which flow from the investment property.*  As no company has been created, compliance is a little less.  However, filing with the IRD is still mandatory for each owner of the rental property and for the income tax partnership.  Depending on the wording of the partnership agreement (if there is one), the percentage of ownership or the distribution of profits/losses may be changeable .

Where it can get confusing is that expenses are not forced into their own bank account.  If the owners are not good at keeping their paperwork, you can end up with a real mess at financial year end, as well as an auditor’s nightmare.

All things being considered, our opinion is that “best practice” would be to form an LTC.  It is more flexible, more transparent and more audit-friendly. However, if you already have rental properties in a partnership (or owned by a couple who are married, in a civil union or similar), then an LTC may not be the best option.  Please contact us to talk over your options.

For more info on LTCs, see this page at IRD or contact us.  If you’re looking for advice on companies vs being a Sole Trader to run your business, see this article.

* From 1 April 2019, losses from partnerships or LTCs that are residential land rich cannot be used to offset taxable income of the partner /shareholder. For more information on why this is, please see this article. And for help re structures and advice, please call us or email us.

Should I set up my business as a Sole Trader or Limited Company?
When most people have decided to set up their own business, the first issue they encounter is how to do this. This inevitably leads to the question: "Should I operate as a sole trader or start my own limited company?" There are many factors to consider and many advantages and disadvantages to setting up as either. The decision often depends on the personal preference of the person who owns and runs the business and the type of goods or services that they are providing. There is never one standard answer for all businesses, therefore it is worth spending the time to consider this carefully.

What's the difference?
Here are some basic definitions describing a Sole Trader and a Limited Company.

Sole Trader: A structure in which a business is owned by one person, acting under their own name or using a 'trading name'. This person is fully liable for the company's debts and contracts and there is no distinction in law between the business and their own personal wealth i.e. unlimited liability. This means that their personal possessions are at risk.

Limited Company: A corporate structure in which the shareholder(s) own the businesses and their responsibility for company debt is limited to the amount they have invested in the company. The company is run by a board of directors who act on behalf of the shareholders, although in most small businesses this may well be the same individual(s).

What are the factors I should consider?
There are a large number of factors which affect your decision. Some of the main ones include:

1. Tax 
One of the main reasons that people decide to trade as a limited company rather than a sole trader or partnership is due to the tax benefits. The use of dividends and sensible payroll planning often mean that the business owner(s) can make substantial tax savings. These savings would of course need to be set against the additional administration costs of running a limited company, however generally most individuals are substantially better off by acting through a limited company.

Your accountant should be able to guide you in relation to tax planning and how you can minimise your tax liability, whilst still working within the parameters of recent IRD rulings e.g.Penny and Hooper

2. Liability 
Another significant reason why people decide to trade through a limited company is due to issues regarding liability. When operating as a sole trader there is no legal distinction between the identity of the business and the individual, which means that any debts of the business are the responsibility of the individual. However if the business is set up as a limited company, the debts are the responsibility of the company (unless the directors have signed personal guarantees). The shareholders are only liable to the extent of the capital they have in the company (i.e. their personal possessions are not at risk). This is a significant factor to consider.

3. Perception 
By deciding to trade as a limited company, this often creates the perception that the business is an established, long term business which can be of benefit. Trading as a limited company is usually viewed as the most professional way to trade. As well as giving confidence to consumers, this may also improve relationships with other businesses.

4. Accounts & Administration 
When trading as a sole trader, you will need to prepare accounts and submit an individual tax return on an annual basis. Depending on your circumstances, there may be some other requirements during the year, such as GST and/or provisional tax returns. However the level of detail in the accounts and general amount of administration is significantly less than trading through a company.

When trading through a limited company, detailed accounts need to be prepared. The directors must also ensure that the company complies with the Companies Act, including keeping a company register and maintaining the relevant records for example. As a result, accountancy and administration costs are likely to be substantially higher for a limited company

There are also other factors you may need to consider and therefore you should think about consulting your Accountant if you are in any doubt as to what structure is right for you.

Adapted from http://www.squidoo.com/sole-trader-vs-limited-company 

Other Information
Great article here on company formation http://www.bizbuzz.co.nz/node/10957
Info from IRD here http://www.ird.govt.nz/yoursituation-bus/starting/structure/