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Companies Act 1993

Schedule 9: Liquidation of overseas companies

You could also call this:

“Rules for closing down foreign companies operating in New Zealand”

When an overseas company is being liquidated in New Zealand, Part 16 of the Companies Act 1993 applies with some changes. In this case, ‘company’ means an overseas company, and ‘removal from the New Zealand register’ means the company stops doing business in New Zealand.

Some parts of Part 16 don’t apply to overseas companies. These include certain reasons for appointing a liquidator in section 248(1)(d), (e), (f), and (g), and section 268. Also, when the liquidator makes a statement under section 257, they need to say that the company has stopped doing business in New Zealand and is ready to be removed from the overseas register.

If a liquidator is appointed for an overseas company, creditors can still take legal action against the company outside New Zealand for debts not claimed in the liquidation. They can also sue in New Zealand for any remaining unpaid debt after the liquidation is finished.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM323594.

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9Liquidation of overseas companies

1Modified application of Part 16

  1. Part 16 applies to the liquidation of an overseas company, with the following modifications and exclusions:

    1. references to a company are to be taken as references to an overseas company:
      1. references to removal from the New Zealand register are to be taken as references to ceasing to carry on business in New Zealand:
        1. the following provisions of that Part do not apply to such a liquidation:
          1. section 248(1)(d), (e), (f), and (g):
            1. section 268:
              1. section 257 applies to such a liquidation, but instead of making the statement required by subsection (1)(a)(ii)(C) of that section, the liquidator must state that the company has ceased to carry on business in New Zealand and is ready to be removed from the overseas register.

                Notes
                • Schedule 9 clause 1: amended, on , by section 13 of the Insolvency (Cross-border) Act 2006 (2006 No 57).
                • Schedule 9 clause 1(a): repealed, on , by section 13 of the Insolvency (Cross-border) Act 2006 (2006 No 57).
                • Schedule 9 clause 1(e): repealed, on , by section 13 of the Insolvency (Cross-border) Act 2006 (2006 No 57).

                2Rights of action not affected

                1. Nothing in this Act excludes the right of a creditor of an overseas company in relation to which a liquidator has been appointed—

                2. to bring proceedings outside New Zealand against the overseas company in relation to a debt not claimed in the liquidation or the balance of a debt remaining unpaid after the completion of a liquidation; or
                  1. to bring an action in New Zealand in relation to the balance of a debt remaining unpaid after the completion of a liquidation.

                    Notes
                    • Schedule 9 clause 2: amended, on, by section 13 of the Insolvency (Cross-border) Act 2006 (2006 No 57).