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Companies Act 1993

Removal from the New Zealand register

321: Objection to removal from register

You could also call this:

“How to object if someone wants to remove a company from the register”

If someone says they want to remove a company from the New Zealand register, you can tell them you don’t want this to happen. You need to do this before the date they say in their notice. You can object for these reasons:

The company is still doing business or should keep existing for a good reason.

The company is involved in a court case.

The company is being looked after by a receiver or is closing down.

You’re owed money by the company, you own part of it, or you have a claim against it that hasn’t been settled.

You think you have a right to take action for the company under Part 9 of the Companies Act, and you plan to do this.

For any other reason that makes it unfair to remove the company.

If you say you’re owed money or have a claim, it doesn’t count if the debt has been paid, partly paid in a way you agreed to, paid by a receiver or liquidator, or if you’ve been told there’s no money to pay you.

If you own part of the company or have another type of claim, it doesn’t count if you’ve been paid from leftover money or told there isn’t any.

You can’t object this way if the company is being removed because it’s agreed to be taken off the register.

There are other reasons you can object too, depending on why they want to remove the company. For example, if they say the company doesn’t follow the rules, you can object by saying it does follow the rules.

If the Registrar asks, you might need to prove your objection with documents or a formal statement.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM322846.

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320: Notice of intention to remove company under paragraph (c), (d), or (e) of section 318(1), or

“Notifying the public and relevant parties about plans to remove a company from the register”

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322: Duties of Registrar if objection received, or

“What the Registrar must do when someone objects to removing a company from the register”

Part 17 Removal from the New Zealand register

321Objection to removal from register

  1. Where a notice is given of an intention to remove a company from the New Zealand register, any person may deliver to the Registrar, not later than the date specified in the notice, an objection to the removal on any 1 or more of the following grounds:

  2. that the company is carrying on business or there is a proper reason for it to continue in existence; or
    1. that the company is a party to legal proceedings; or
      1. that the company is in receivership, or liquidation, or both; or
        1. that the person is a creditor, or a shareholder, or a person who has an undischarged claim against the company; or
          1. that the person believes that there exists, and intends to pursue, a right of action on behalf of the company under Part 9; or
            1. that, for any other reason, it would not be just and equitable to remove the company from the New Zealand register.

              1. For the purposes of subsection (1)(d),—

              2. a claim by a creditor against a company is not an undischarged claim if—
                1. the claim has been paid in full; or
                  1. the claim has been paid in part under a compromise entered into under Part 14 or by being otherwise compounded to the reasonable satisfaction of the creditor; or
                    1. the claim has been paid in full or in part by a receiver or a liquidator in the course of a completed receivership or liquidation; or
                      1. a receiver or a liquidator has notified the creditor that the assets of the company are not sufficient to enable any payment to be made to the creditor; and
                      2. a claim by a shareholder or any other person against a company is not an undischarged claim if—
                        1. payment has been made to the shareholder or that person in accordance with a right under the company's constitution or this Act to receive or share in the company's surplus assets; or
                          1. a receiver or liquidator has notified the shareholder or that person that the company has no surplus assets.

                          2. An objection to the removal of a company from the New Zealand register cannot be made under this section if the ground for removal is that specified in section 318(1)(f).

                          3. Where a notice is given of an intention to remove a company from the New Zealand register, in addition to an objection to the removal on 1 or more of the grounds identified in subsection (1), in relation to any of the grounds for removal specified in the first column of the following table, any person may deliver to the Registrar, not later than the date specified in the notice, an objection to the removal on any of the corresponding grounds specified in the second column of the following table:

                            The following table is small in size and has 2 columns. Column 1 is headed Grounds for removal. Column 2 is headed Grounds for objection.
                            Grounds for removal Grounds for objection
                            The company does not comply with section 10 The company complies with section 10
                            The company has failed to respond to a requirement made under section 365(1)(caaa) or (c) The company has responded to the requirement made under section 365(1)(caaa) or (c)
                            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 Information has been disclosed as required by the Registrar under section 365F or 365G (in accordance with any specification under section 365H)
                            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 The company has provided accurate information or inaccurate information was provided unintentionally
                            The Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has failed to comply with duties relating to the company under this Act or the Financial Reporting Act 1993 in a serious or persistent way There has been no serious or persistent failure to comply with duties relating to the company under this Act or the Financial Reporting Act 1993

                          4. An objection on the grounds described in subsection (1) or (4) must, if required by the Registrar, be verified by the production of original documents or certified copies of original documents or by statutory declaration.

                          Notes
                          • Section 321(1)(a): amended, on , by section 41(1)(a) of the Companies Amendment Act 2014 (2014 No 46).
                          • Section 321(1)(a): amended, on , by section 41(1)(b) of the Companies Amendment Act 2014 (2014 No 46).
                          • Section 321(3): inserted, on , by section 18 of the Companies Amendment Act (No 2) 2004 (2004 No 24).
                          • Section 321(4): inserted, on , by section 41(2) of the Companies Amendment Act 2014 (2014 No 46).
                          • Section 321(5): inserted, on , by section 41(3) of the Companies Amendment Act 2014 (2014 No 46).