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New Zealand law explained for everyone

Companies Act 1993

Overseas companies

341: Overseas company ceasing to carry on business in New Zealand

You could also call this:

“How an overseas company stops doing business in New Zealand”

If you’re an overseas company that wants to stop doing business in New Zealand, you need to tell everyone about it. You do this by putting a notice in the newspaper or online. After waiting at least 3 months, you then need to tell the Registrar when you’ll stop working in New Zealand.

The Registrar will take your company off the overseas register soon after the date you said you’d stop working, or when a liquidator tells them to. The Registrar can also remove your company if they think you’ve stopped working in New Zealand.

Before the Registrar removes your company, they’ll let you know and give you 20 working days to say if you’re still working here. They’ll also tell the public, so anyone can object if they think you’re still doing business.

If someone objects to your company being removed, the Registrar won’t do it unless the objection is taken back, isn’t true anymore, or isn’t serious.

The Registrar doesn’t need to tell you before removing your company if they know your company has closed down in another country.

If you want to know more about what happens when a company is being shut down, you can look at Schedule 9.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM322877.

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Part 18 Overseas companies

341Overseas company ceasing to carry on business in New Zealand

  1. An overseas company registered under this Part that intends to cease to carry on business in New Zealand must—

  2. give public notice of that intention; and
    1. not earlier than 3 months after giving notice in accordance with paragraph (a), give notice to the Registrar in the prescribed form stating the date on which it will cease to carry on business in New Zealand.

      1. The Registrar must remove an overseas company from the overseas register as soon as practicable after—

      2. the date specified in the notice given in accordance with subsection (1)(b); or
        1. receipt of a notice given by a liquidator in accordance with the provisions of Schedule 9.

          1. The Registrar may (in any event) remove an overseas company from the overseas register if satisfied that it has ceased to carry on business in New Zealand.

          2. Before an overseas company can be removed from the overseas register under subsection (3), the Registrar must—

          3. give notice to the overseas company—
            1. that the Registrar intends to remove the overseas company from the overseas register under subsection (3); and
              1. that the overseas company may, within 20 working days after the date of the notice, deliver to the Registrar an objection to its removal on the ground that it is still carrying on business in New Zealand; and
              2. give public notice—
                1. that the Registrar intends to remove the overseas company from the overseas register under subsection (3); and
                  1. that any person may, within 20 working days after the date of the public notice, deliver to the Registrar an objection to the overseas company’s removal on the ground that the overseas company is still carrying on business in New Zealand.

                  2. Subsection (4) does not apply if the Registrar is satisfied that the overseas company has been dissolved, or has otherwise ceased to exist as a company, under or by virtue of the laws of any other country.

                  3. If any person objects to the removal of the overseas company as referred to in subsection (4)(a)(ii) or (b)(ii), the Registrar must not proceed with the removal unless the Registrar is satisfied that—

                  4. the objection has been withdrawn; or
                    1. the facts on which the objection is based are not, or are no longer, correct; or
                      1. the objection is frivolous or vexatious.

                        Compare
                        • 1955 No 63 s 405
                        Notes
                        • Section 341(2): replaced, on , by section 43 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                        • Section 341(3): inserted, on , by section 32 of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                        • Section 341(4): inserted, on , by section 32 of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                        • Section 341(5): inserted, on , by section 32 of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                        • Section 341(6): inserted, on , by section 32 of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).