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How to remove a company from the register

A company may close or be removed for one of the following reasons:

Formal removal
By the Registrar
At the completion of a liquidation
Amalgamation

There are no fees associated with registering the closure of your company with the New Zealand companies office.

If your company is being liquidated there may be some fees associated with the distribution of your company assets. You will need to speak to your liquidator to confirm their fees. There will also be fees associated with an amalgamation.

The Companies Office pays for the removal notice of the company to be placed in the New Zealand gazette and the company’s local newspaper.

Step by step instructions

How to register a formal removal

With a formal removal you need to file:

A Form 14 - Request to remove a company from the Register.
A letter from IRD stating that IRD have no objection to the company being removed from the register (section 318(3) of the Companies Act 1993). For this, phone IRD on 0800 377 774.
If the form is being submitted by a shareholder authorised by special resolution to make the application, then a copy of the special resolution of shareholders under section 318(1)(d)(i) of the Companies Act 1993 must be submitted with the Form 14.

Download form 14 - Request to remove a company from the Register [57 kB PDF]

The Registrar will advertise his intention to remove your company from the register in the New Zealand Gazette and the major newspaper closest to the company’s registered office every two weeks. Once the intention to remove the company has been advertised, the public have 20 working days to object to the removal of the company. If there are no objections received within that 20 working days then the company will be removed from the register.

Clients will be notified of the date of publication at the time they lodge their documents. A letter is sent confirming the date the Registrar intends to give public notice of his intention to remove the company from the register.

How a company is removed by the Registrar

Under section 318(1)(b) of the Companies Act 1993, if the Registrar can be satisfied that the company has ceased to carry on business and that there is no other reason for the company to continue in existence then he may remove the company from the Register. The most common scenario section 318(1)(b) is when an annual return has not been filed.

An annual return confirms the address, director, shareholder and share details for your company. It also asks for information relating to the date of the company’s last Annual General Meeting and the date of the shareholder resolution not to appoint an auditor, if any. It is a legal requirement of the Act and the director’s responsibility to ensure that it is filed in the month it is due.

If you fail to file your company’s annual return the Registrar will assume the company has ceased trading and will advertise the company for removal from the register.

FAQs

What happens at the completion of a liquidation?

The Registrar must remove a company from the register when a liquidator forwards to the Registrar prescribed final reports and accounts in respect of the company liquidation.

What happens if the company is amalgamated?

Two or more companies may amalgamate, and continue as one company, which may be one of the amalgamating companies, or may be a new company incorporated under the Companies Act 1993.

If two existing companies amalgamate, the company no longer in existence must be removed on the day on which the Registrar issues a certificate of amalgamation.