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Companies Act 1993

Schedule 9: Liquidation of overseas companies

You could also call this:

"Rules for closing down companies from other countries in New Zealand"

When an overseas company is being liquidated, you need to follow some rules. These rules are found in Part 16 of the Companies Act 1993, but with some changes. You should read the references to a company as references to an overseas company.

If an overseas company is being liquidated, some parts of Part 16 do not apply. For example, section 248(1)(d), (e), (f), and (g) and section 268 do not apply. But section 257 does apply, and the liquidator must make a statement saying the company has stopped doing business in New Zealand.

The liquidation of an overseas company does not affect the rights of its creditors. You can still take action against the company outside of New Zealand for debts that were not claimed during the liquidation. You can also take action in New Zealand for debts that were not fully paid after the liquidation was completed.

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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 Empowered by ss 341(2), 342(1)

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                • Schedule 9 clause 1(a): repealed, on , by section 13 of the Insolvency (Cross-border) Act 2006 (2006 No 57).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