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New Zealand law explained for everyone

Companies Act 1993

Removal from the New Zealand register

329: Court may restore company to New Zealand register

You could also call this:

“Court can put a removed company back on the register if it's fair and right”

If a company has been removed from the New Zealand register, you can ask the court to put it back. The court can do this if it thinks it’s fair and right. You might ask for this if the company was still doing business when it was removed, or if it had a good reason to keep existing. Other reasons could be if the company was in legal proceedings, in receivership, or being shut down. You might also ask if you were owed money by the company, owned part of it, or had a claim against it.

The court will think about why the company was removed and if those reasons still exist. You can ask the court to restore the company if you were a shareholder, director, or someone the company owed money to when it was removed. You can also ask if you were in a legal case against the company or had an unresolved claim. If you were in charge of the company’s money or property, you can ask too. The Registrar can also make this request, and other people can ask with the court’s permission.

Before the court puts the company back on the register, it might ask the company to follow some rules it didn’t follow before. The court can also give instructions to try to put everyone back in the same position they were in before the company was removed from 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=DLM322857.

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Part 17 Removal from the New Zealand register

329Court may restore company to New Zealand register

  1. The court may, on the application of a person referred to in subsection (2), order that a company that has been removed from the New Zealand register be restored to the register if it is satisfied that,—

  2. at the time the company was removed from the register,—
    1. the company was carrying on business or a proper reason existed for the company to continue in existence; or
      1. the company was a party to legal proceedings; or
        1. the company was in receivership, or liquidation, or both; or
          1. the applicant was a creditor, or a shareholder, or a person who had an undischarged claim against the company; or
            1. the applicant believed that a right of action existed, or intended to pursue a right of action, on behalf of the company under Part 9; or
            2. for any other reason it is just and equitable to restore the company to the New Zealand register.

              1. In considering whether to restore a company to the register on the ground referred to in subsection (1)(a)(i) or (b), the court must have regard to the reasons for the company’s removal and whether those grounds existed at the time of removal or exist at the time of the hearing of the application.

              2. The following persons may make an application under subsection (1):

              3. any person who, at the time the company was removed from the New Zealand register,—
                1. was a shareholder or director of the company; or
                  1. was a creditor of the company; or
                    1. was a party to any legal proceedings against the company; or
                      1. had an undischarged claim against the company; or
                        1. was the liquidator, or a receiver of the property of, the company:
                        2. the Registrar:
                          1. with the leave of the court, any other person.

                            1. Before the court makes an order restoring a company to the New Zealand register under this section, it may require any 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.

                            2. The court may give such directions or make such orders as may be necessary or desirable for the purpose of placing the company and any other persons as nearly as possible in the same position as if the company had not been removed from the New Zealand register.

                            Notes
                            • Section 329(1)(a)(i): amended, on , by section 44(1)(a) of the Companies Amendment Act 2014 (2014 No 46).
                            • Section 329(1)(a)(i): amended, on , by section 44(1)(b) of the Companies Amendment Act 2014 (2014 No 46).
                            • Section 329(1A): inserted, on , by section 44(2) of the Companies Amendment Act 2014 (2014 No 46).