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Companies Act 1993

Removal from the New Zealand register

328: Registrar may restore company to New Zealand register

You could also call this:

“Registrar can put removed companies back on the register in certain situations”

The Registrar can put a company back on the New Zealand register if it was removed by mistake. This can happen if the company didn’t actually meet the reasons for being taken off, if it was in a legal case, or if it was in receivership or liquidation when it was removed. The Registrar can also put a company back on if it was doing business when it was removed and there’s a good reason for it to keep existing.

If you were a shareholder, director, creditor, liquidator, or receiver of the company when it was removed, you can ask the Registrar to put it back on the register. The Registrar can also decide to do this on their own.

Before putting a company back on the register, the Registrar or the person asking for it to be restored must let people know. They have to publish a notice with details about the company and why it’s being put back on. People have at least 20 working days to object.

If someone objects, the Registrar can’t put the company back on the register. The Registrar might also ask the company to follow some rules it didn’t follow before it was removed.

The court can help make sure that when a company is put back on the register, everyone is in a similar position to before it was removed.

Remember, there’s another section of the law (section 329) that might also apply to putting companies back on the register.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM322855.

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Part 17 Removal from the New Zealand register

328Registrar may restore company to New Zealand register

  1. Subject to this section, the Registrar must, on the application of a person referred to in subsection (2), and may, on his or her own motion, restore a company that has been removed from the New Zealand register to the register if he or she is satisfied that, at the time the company was removed from the register,—

  2. the grounds for the removal did not exist at the time the company was removed; or
    1. the company was a party to legal proceedings; or
      1. the company was in receivership, or liquidation, or both.

        1. The Registrar may, on the application of a person referred to in subsection (2), or on his or her own motion, restore a company that has been removed from the register to the register if the Registrar is satisfied that the company was carrying on business at the time of its removal and there is a proper reason for the company to continue in existence.

        2. Any person who, at the time the company was removed from the New Zealand register, was—

        3. a shareholder or director of the company; or
          1. a creditor of the company; or
            1. a liquidator, or a receiver of the property, of the company—
                1. may make an application under subsection (1).

              1. Before the Registrar restores a company to the New Zealand register under this section,—

              2. in the case of a company that was removed from the New Zealand register under section 318(1)(aaa), (b), (ba), (bb), (bc), (bd), or (c), the Registrar must give public notice setting out—
                1. the name of the company; and
                  1. the name and address of the applicant; and
                    1. the section under, and the grounds on which, the application is made or the Registrar proposes to act, as the case may be; and
                      1. the date by which an objection to restoring the company to the register must be delivered to the Registrar, not being less than 20 working days after the date of the notice:
                      2. in the case of a company that was removed from the New Zealand register under paragraph (d) or paragraph (e) of section 318(1), the person who made the application under subsection (1) must give public notice setting out—
                        1. the name of the company; and
                          1. the person's name and address; and
                            1. the section under, and the grounds on which, the application is made; and
                              1. the date by which an objection to restoring the company to the register must be delivered to the Registrar, not being less than 20 working days after the date of the notice.

                              2. The Registrar must not restore a company to the New Zealand register if the Registrar receives an objection to the restoration within the period stated in the notice.

                              3. Before the Registrar restores a company to the New Zealand register under this section, the Registrar may require any of the provisions of this Act or any regulations made under this Act, being provisions with which the company had failed to comply before it was removed from the register, to be complied with.

                              4. The court may, on the application of the Registrar or the applicant, give such directions or make such orders as may be necessary or desirable for the purpose of placing a company that is restored to the New Zealand register under this section and any other persons as nearly as possible in the same position as if the company had not been removed from the register.

                              5. Nothing in this section limits or affects section 329.

                              Notes
                              • Section 328(1)(a): replaced, on , by section 43(1) of the Companies Amendment Act 2014 (2014 No 46).
                              • Section 328(1A): inserted, on , by section 43(2) of the Companies Amendment Act 2014 (2014 No 46).
                              • Section 328(3): replaced, on , by section 21 of the Companies Act 1993 Amendment Act 1997 (1997 No 27).
                              • Section 328(3)(a): amended, on , by section 43(3) of the Companies Amendment Act 2014 (2014 No 46).