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Companies Act 1993

Liquidations - Appointment and supervision of liquidators

283: Vacancies in office of liquidator

You could also call this:

“How to replace a liquidator who leaves their role”

The job of a liquidator can become empty in several ways. This can happen if the liquidator quits, dies, or is no longer allowed to do the job. If you’re not an Official Assignee, you can quit by choosing someone else to take over. An Official Assignee needs approval to quit and must choose another Official Assignee to replace them.

If no one is doing the liquidator job, the Registrar can pick an Official Assignee or a licensed insolvency practitioner to do it. The court can also choose a new liquidator if asked by the company, a shareholder, director, or someone who is owed money by the company.

When a liquidator leaves their job, they must tell the Registrar in writing as soon as they can. A new liquidator must tell the Registrar about their appointment by the end of the next working day.

If someone doesn’t follow these rules about telling the Registrar, they might be punished as stated in section 373(2).

In some cases, if a certain rule (section 243A) stops applying to a company, the liquidator must quit right away and choose someone else to take over, unless they are a licensed insolvency practitioner.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321957.

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Part 16 Liquidations
Appointment and supervision of liquidators

283Vacancies in office of liquidator

  1. The office of liquidator becomes vacant if the liquidator—

  2. resigns; or
    1. dies; or
      1. becomes disqualified under section 280(2); or
        1. ceases to be a licensed insolvency practitioner (unless section 243A applies to the company) or otherwise ceases to be permitted to act as a liquidator of the company in accordance with the Insolvency Practitioners Regulation Act 2019; or
          1. is not a licensed insolvency practitioner and section 243A ceases to apply to the company (see section 243A(4)).

            1. A person, other than an Official Assignee, may resign from the office of liquidator by appointing another such person as his or her successor.

            2. With the approval of the Official Assignee for New Zealand, an Official Assignee may resign from the office of liquidator by appointing another Official Assignee as his or her successor.

            3. A liquidator of a company to which section 243A applies must, unless the liquidator is a licensed insolvency practitioner, resign without delay and appoint a successor if section 243A ceases to apply (see section 243A(4)).

            4. The court may, on the application of the company, or a shareholder or other entitled person, or a director or creditor of the company, review the appointment of a successor to a liquidator and may appoint any person who is permitted to act as a liquidator of the company in accordance with section 280.

            5. If a vacancy occurs in the office of liquidator, the person vacating office must, as soon as practicable, give written notice of the vacancy to the Registrar.

            6. If, as the result of the vacation of office by a liquidator, no person is acting as liquidator, the Registrar may appoint an Official Assignee or a licensed insolvency practitioner as liquidator.

            7. If a vacancy occurs in the office of the liquidator, or a liquidator has been appointed under subsection (6), as the case may be, the court may, on the application of the company, or a shareholder or other entitled person, or a director or creditor of the company appoint any person who is permitted to act as a liquidator of the company in accordance with section 280 to be the liquidator of the company.

            8. A liquidator appointed under subsection (7) must, before the end of the next working day after appointment, deliver a notice of his or her appointment to the Registrar for registration.

            9. A person who fails to comply with subsection (5) or (8) commits an offence and is liable on conviction to the penalty set out in section 373(2).

            Notes
            • Section 283(1): replaced, on , by section 49(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
            • Section 283(2): amended, on , by section 49(2) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
            • Section 283(3A): inserted, on , by section 49(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
            • Section 283(4): amended, on , by section 49(4) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
            • Section 283(5): replaced, on , by section 49(5) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
            • Section 283(6): replaced, on , by section 49(5) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
            • Section 283(7): amended, on , by section 49(6) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
            • Section 283(8): amended, on , by section 49(7) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
            • Section 283(9): replaced, on , by section 49(8) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).