Plain language law

New Zealand law explained for everyone

Companies Act 1993

Transfer of registration - Registration of overseas companies as companies under this Act

347: Overseas companies that cannot be registered

You could also call this:

“Companies from overseas that can't be registered in New Zealand”

You can’t register an overseas company as a company under this Act in certain situations. These situations are:

  1. If the company is being liquidated.
  2. If someone has been appointed to manage the company’s property, whether by a court or not.
  3. If the company has made a deal with someone it owes money to, and that deal is still active.
  4. If someone has asked a court, in New Zealand or another country, to liquidate the company or approve a deal between the company and someone it owes money to, and the court hasn’t made a decision yet.

Also, an overseas company can only be registered if it will be able to pay its debts after it becomes registered. This means the company must have enough money or assets to cover what it owes.

This text is automatically generated. It might be out of date or be missing some parts. Find out more about how we do this.

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM322888.

Topics:
Business > Industry rules
Business > Fair trading
Previous

346: Overseas companies must be authorised to register, or

“Overseas companies need permission and approval to register in New Zealand”

Next

348: Registration, or

“How to register an overseas company in New Zealand and get a certificate”

Part 19 Transfer of registration
Registration of overseas companies as companies under this Act

347Overseas companies that cannot be registered

  1. An overseas company must not be registered as a company under this Act if—

  2. the company is in liquidation; or
    1. a receiver or manager has been appointed, whether by a court or not, in relation to the property of the company; or
      1. the company has entered into a compromise or arrangement with a creditor that is in force; or
        1. an application has been made to a court, whether in New Zealand or in another country,—and has not been dealt with.
          1. to put the company into liquidation or wind it up; or
            1. for the approval of a compromise or arrangement between the company and a creditor—

            2. An overseas company must not be registered as a company under this Act unless the overseas company would, immediately after becoming registered under this Act, satisfy the solvency test.

            Compare
            • Corporations Act 1989 s 134 (Aust)