Established contractors
Switching from sole trader to a company
The mechanics of the switch: incorporating with tax registration in one pass, winding down the sole-trader GST position, re-papering contracts and banking, and the discipline companies demand.
~7 min read · Facts checked 16 Jul 2026
Once the decision to incorporate is made (the structure guide covers whether and when), the switch itself is a sequence of small administrative moves, most of which exist because of one fact: the company is a new legal person, not a renamed you. Everything attached to you-the-sole-trader either ends, transfers, or gets recreated in the company's name. This guide is that sequence.
1. Incorporate, and register for tax in the same pass
The company is created through the Companies Office online, around $130 plus GST all up: reserve the name, file the incorporation with director and shareholder consents. The step people miss: the same online process can apply for the company's IRD number and its GST registration at once, so the new entity arrives tax-ready. The company's IRD number is separate from yours; your personal one carries on for your personal return.
2. Wind down the sole-trader tax position
- GST doesn't transfer.Your sole-trader GST registration is cancelled (in myIR), with a final return covering up to the cancellation date. The company charges GST under its own number from its own registration date. Sequence these so there's no gap during which invoices go out with the wrong (or no) GST number.
- Your last sole-trader return still happens. The income you earned before the switch is returned as self-employed income as usual, with provisional tax and terminal tax playing out on the normal calendar for that final period.
- Tell ACCyou've stopped trading as self-employed, so levies follow the income to the right entity instead of double-billing you.
3. Re-paper the business
Everything that names you as the contracting party needs the company's name instead:
- Client contracts. Existing contracts are with you personally; clients need to agree to the company taking them over (or new contracts signed with the company). Most clients are used to this; larger ones will have a process for it.
- Bank accounts. The company needs its own accounts; from the switch date, business income lands there, never in your personal accounts.
- Invoices. New name, new GST number, new bank account: the invoice requirements all still apply, now with the company's details.
- Insurance, subscriptions, and assets. Business assets moving into the company are a transaction with tax consequences (values matter); this is one of the places the accountant earns the fee.
4. Learn the discipline that companies demand
The habits that were optional as a sole trader become structural:
- The company's money is not your money. You take money out as shareholder salary (taxed at your personal rates), or it's tracked as a loan through the shareholder current account. Casual withdrawals create real problems at year end.
- Two tax returns now exist:the company's (28% on its profit) and yours. The company also runs its own provisional tax cycle once its first return crosses the threshold.
- Records get more formal: the annual return to the Companies Office, minutes for significant decisions, and books that can prove the boundary between you and the company held all year.
How Coffer fits
Coffer is built for the sole-trader side of this story today, and company support (the 28% math and the shareholder current account) is on the roadmap. If you're mid-transition, Coffer keeps the final sole-trader period clean: every pre-switch invoice, its GST, and the tax accruing on that income stay tracked to the end of the entity that earned them.
References
- Tax registration (when incorporating) · New Zealand Companies Office · accessed 16 Jul 2026
- Incorporating a company · New Zealand Companies Office · accessed 16 Jul 2026
- When to cancel your GST registration · Inland Revenue Department · accessed 16 Jul 2026
- Tell us if you're no longer trading as a self-employed person · Accident Compensation Corporation · accessed 16 Jul 2026
- Tax rates for businesses · Inland Revenue Department · accessed 16 Jul 2026