The New Zealand Look-Through Company is an entity providing all the advantages of separate corporate identity and limited liability, but with look-through treatment for tax purposes.

ADVANTAGES

• Corporate identity
• Limited liability
• No tax liability at Company level
• Flow through taxation to shareholders and trustee shareholders

CRITERIA FOR LOOK-THROUGH COMPANY (LTC) STATUS

To become an LTC and maintain LTC status, a company must meet the following criteria for the whole of each income year that they are an LTC:

• It must be a company (ie a body corporate or other entity with a legal existence separate from that of its members).
• It must be a New Zealand tax resident and not treated as a non-resident under any double tax agreement.
• All owners must have only look-through interests. There are special requirements for look-through interests depending on when the company is an LTC.
• There must be five or fewer look-through counted owners. Look-through counted owners must be either natural persons or trustees (including corporate trustees). There are special rules for determining the number of look-through counted owners.
• It must not be a flat-owning company.

ADDITIONAL CRITERIA THAT APPLY FOR THE 2017-2018 AND LATER INCOME YEARS

• It must not have an owner which is a tax charity or a Māori authority, unless the tax charity or Māori authority are grandparented.
• If the total ownership interests in the LTC are more than 50% held by foreign LTC holders, the LTC must not have a foreign-sourced amount for the year that is more than the greater of $10,000 or 20% of the LTC's gross income for the year.

If the LTC has an owner who is a trustee the trust cannot:

• make a distribution to a company or Māori authority (unless the Māori authority is a grandparented Māori authority) which is directly or indirectly a beneficiary of the trust.
• make a distribution of income to a tax charity, unless the tax charity has no control or influence in relation to distributions from the trust or the operation of the LTC.

TAXATION OF OFF-SHORE SHAREHOLDERS

A Look-Through Company is not liable for income tax at company level, as all its income flows through to its shareholders, much like a partnership. This means that non-resident shareholders pay no income tax in New Zealand provided the Look-Through Company does not derive New Zealand sourced income.

ACCOUNTING SERVICES

CONCLUSION

The New Zealand Look-Through Company is a tax efficient and straightforward vehicle for shareholders looking for the advantages of corporate identity, limited liability and an entity operating out of a stable and well respected jurisdiction.