Plain language law

New Zealand law explained for everyone

Companies Act 1993

Transfer of registration - Transfer of registration of companies to other jurisdictions

354: Companies that cannot transfer incorporation

You could also call this:

“Companies facing closure, legal action, or financial difficulties can't transfer to overseas registers”

You can’t remove a company from the New Zealand register under section 355 in certain situations. These situations are when the company is being shut down or someone has asked the court to shut it down. You also can’t remove a company if someone is looking after its property because of money problems. If the company has made a deal with people it owes money to, or is trying to make such a deal, it can’t be removed either. The same goes if a court has approved or is being asked to approve a plan to solve the company’s money troubles.

Also, you can only remove a company from the New Zealand register under section 355 if it can pay its debts. This means the company must have enough money to pay what it owes right before it’s 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=DLM322896.

Topics:
Business > Industry rules
Business > Fair trading
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“How the Registrar removes a company from the New Zealand register”

Part 19 Transfer of registration
Transfer of registration of companies to other jurisdictions

354Companies that cannot transfer incorporation

  1. A company must not be removed from the New Zealand register under section 355 if—

  2. the company is in liquidation or an application has been made to the court under section 241 to put the company into 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 with creditors or a class of creditors under Part 14 or a compromise has been proposed under that Part in relation to the company; or
        1. a compromise has been approved by the court under Part 15 in relation to the company or an application has been made to the court to approve a compromise under that Part.

          1. A company must not be removed from the New Zealand register under section 355 unless the company would, immediately before it is removed from the register, satisfy the solvency test.