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Companies Act 1993

Removal from the New Zealand register

318: Grounds for removal from register

You could also call this:

“Reasons why a company can be removed from the New Zealand register”

The Registrar must remove a company from the New Zealand register in several situations. These include when:

You don’t follow the rules in section 10.

Your company is joining with another company, except if it’s the new combined company.

The Registrar thinks you’re not doing business and there’s no good reason for your company to keep existing.

You don’t answer when the Registrar asks for information about your company.

You, your directors, or shareholders don’t respond when asked for information about your or another company.

You, your directors, or shareholders give wrong information to the Registrar on purpose.

You, your directors, or shareholders keep breaking important rules about running your company.

Your company is being closed down (liquidated) and either there’s no one in charge of this process, or the right paperwork hasn’t been sent to the Registrar within 6 months of finishing.

Your shareholders or board of directors ask for the company to be removed because it has stopped doing business and has no money left, or because it has paid all its debts.

The person closing down your company (liquidator) sends the right documents to the Registrar.

You haven’t paid the fee for registering your company.

Sometimes, even if these things happen, the Registrar might choose not to remove your company.

Before removing your company, the Registrar usually has to follow certain steps, like giving notice and dealing with any objections people might have.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM322827.

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317: Removal from register, or

“How a company is officially removed from the New Zealand register”

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319: Notice of intention to remove company under paragraph (aaa), (b), (ba), (bb), (bc), (bd), or (f) of section 318(1), or

“Registrar must notify and allow objections before removing a company from the register”

Part 17 Removal from the New Zealand register

318Grounds for removal from register

  1. Subject to this section, the Registrar must remove a company from the New Zealand register if—

  2. the company does not comply with section 10; or
    1. the company is an amalgamating company, other than an amalgamated company, on the day on which the Registrar issues a certificate of amalgamation under section 224; or
      1. the Registrar has reasonable grounds to believe that—
        1. the company is not carrying on business; and
          1. there is no proper reason for the company to continue in existence; or
          2. the company has failed to respond to a requirement made under section 365(1)(caaa) or (c); or
            1. the Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has failed to respond to a requirement made in relation to that or another company under section 365F or 365G; or
              1. the Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has intentionally provided the Registrar with inaccurate information; or
                1. the Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has failed in a persistent or serious way to comply with duties relating to the company—
                  1. under this Act; or
                    1. under the Financial Reporting Act 1993 while in force, except that the Registrar may not rely on this ground after 5 years have elapsed after this subparagraph came into force; or
                    2. the company has been put into liquidation, and—
                      1. no liquidator is acting; or
                        1. the documents referred to in section 257(1)(a) have not been sent or delivered to the Registrar within 6 months after the liquidation of the company is completed; or
                        2. there is sent or delivered to the Registrar a request in the prescribed form made by—that the company be removed from the New Zealand register on either of the grounds specified in subsection (2); or
                          1. a shareholder authorised to make the request by a special resolution of shareholders entitled to vote and voting on the question; or
                            1. the board of directors or any other person, if the constitution of the company so requires or permits—
                            2. a liquidator sends or delivers to the Registrar—
                              1. the documents referred to in section 257(1)(a); and
                                1. a copy of the notice referred to in section 320(4); or
                                2. the company has failed to pay the fee prescribed by regulations for the application for registration of the company under section 12.

                                  1. The Registrar may choose not to proceed with the removal of a company from the New Zealand register despite subsection (1)(aaa), (bb), (bc), or (bd) applying.

                                  2. A request that a company be removed from the New Zealand register under subsection (1)(d) may be made on the grounds—

                                  3. that the company has ceased to carry on business, has discharged in full its liabilities to all its known creditors, and has distributed its surplus assets in accordance with its constitution and this Act; or
                                    1. that the company has no surplus assets after paying its debts in full or in part, and no creditor has applied to the court under section 241 for an order putting the company into liquidation.

                                      1. A request that a company be removed from the New Zealand register under subsection (1)(d) must be accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being removed from the New Zealand register.

                                      2. The Registrar must remove a company from the New Zealand register under subsection (1)(f) if—

                                      3. the Registrar has complied with section 319; and
                                        1. the fee prescribed by regulations for the application for registration of the company under section 12 has not been paid in full to the Registrar within 20 working days after the date of the notice given under section 319.

                                          1. The Registrar must remove a company from the New Zealand register under subsection (1)(b) only if—

                                          2. the Registrar has complied with section 319; and
                                            1. the company has not satisfied the Registrar that it is carrying on business or that a proper reason exists for the company to continue in existence; and
                                              1. the Registrar—
                                                1. is satisfied that no person has objected to the removal under section 321; or
                                                  1. if an objection to the removal has been received, has complied with section 322.

                                                  2. The Registrar may remove a company from the New Zealand register under subsection (1)(aaa), (ba), (bb), (bc), or (bd) only if—

                                                  3. the Registrar has complied with section 319; and
                                                    1. the Registrar—
                                                      1. is satisfied that no person has objected to the removal under section 321; or
                                                        1. if an objection to the removal has been received, has complied with section 322.

                                                        2. The Registrar must remove a company from the New Zealand register under paragraphs (c), (d), or (e) of subsection (1) only if—

                                                        3. the Registrar is satisfied that notice has been given in accordance with section 320; and
                                                          1. the Registrar—
                                                            1. is satisfied that no person has objected to the removal under section 321; or
                                                              1. if an objection to the removal has been received, has complied with section 322.

                                                              Notes
                                                              • Section 318(1)(aaa): inserted, on , by section 38(1) of the Companies Amendment Act 2014 (2014 No 46).
                                                              • Section 318(1)(b): replaced, on , by section 38(2) of the Companies Amendment Act 2014 (2014 No 46).
                                                              • Section 318(1)(ba): inserted, on , by section 38(2) of the Companies Amendment Act 2014 (2014 No 46).
                                                              • Section 318(1)(bb): inserted, on , by section 38(2) of the Companies Amendment Act 2014 (2014 No 46).
                                                              • Section 318(1)(bc): inserted, on , by section 38(2) of the Companies Amendment Act 2014 (2014 No 46).
                                                              • Section 318(1)(bd): inserted, on , by section 38(2) of the Companies Amendment Act 2014 (2014 No 46).
                                                              • Section 318(1)(d)(i): replaced, on , by section 39 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                                                              • Section 318(1)(e): replaced, on , by section 18 of the Companies Amendment Act 1998 (1998 No 31).
                                                              • Section 318(1)(e)(ii): amended, on , by section 15(1) of the Companies Amendment Act (No 2) 2004 (2004 No 24).
                                                              • Section 318(1)(f): inserted, on , by section 15(1) of the Companies Amendment Act (No 2) 2004 (2004 No 24).
                                                              • Section 318(1A): inserted, on , by section 38(3) of the Companies Amendment Act 2014 (2014 No 46).
                                                              • Section 318(3A): inserted, on , by section 15(2) of the Companies Amendment Act (No 2) 2004 (2004 No 24).
                                                              • Section 318(4)(b): amended, on , by section 38(4) of the Companies Amendment Act 2014 (2014 No 46).
                                                              • Section 318(4A): inserted, on , by section 38(5) of the Companies Amendment Act 2014 (2014 No 46).