Restore a New Zealand company

Where the Registrar of Companies is satisfied that a company should be restored to the Register, he gives public notice of that intention.

Once the 20 working day period to allow for objections has passed, assuming no objections have been received,  the company is then restored from the Register.

A restoration application can be made by a shareholder/director, liquidator/receiver or creditor of the company.

The company will be required to file outstanding annual returns and any other outstanding documents such as financial statements.

An application is made by submitting:

• A restoration application form (form RA)
• Restoration fee of NZ$200
• Any outstanding documents and their associated filing and late fees (For outstanding annual returns (form 12) this may be up to NZ$130 for each return)

• Download the forms you need to apply to restore a company to the Register [324 kB PDF]  Note | This set contains the application form and an annual return form (form RA and form 12)

Step by step instructions

What do I need to do to restore my company? 

• NZ$200 restoration fee
• Restoration application form
• The last one-three outstanding manual annual returns; although we would prefer all of them to be filed if possible - include the following fees for each annual return filed:
  • NZ$30 annual return fee
  • NZ$100 late filing fee
• All outstanding financial statements and fees (NZ$250 for registration and NZ$100 late filing fee) if required.

These all need to be posted into the Companies Office for registration at:

Northern Business Centre
Companies Office
Private Bag 92061
Victoria Street West
Auckland 1142

The annual returns must show the company information as at the date of the annual return.  If changes had occurred during the time the company was removed from the register, these must be noted on the annual returns and the applicable forms included if needed (for example, appointments/resignation of directors).

Note | If the Registrar receives a request from the public to see the outstanding annual returns not filed upon restoration, we can request that the company file them along with the relevant fees. 

• Download the forms you need to apply to restore a company to the Register [324 kB PDF]  Note | This set contains the application form and an Annual Return form (form RA and form 12)

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How is your application processed? 

A restoration application can be made by a person who was a director, shareholder, creditor, liquidator or receiver, at the time the company was removed from the register.

If a company has outstanding annual returns, the director or shareholder must ensure that the:

• outstanding annual return(s)
• appropriate annual return fee(s) and late filing fee(s)
• restoration application form and
• NZ$200 restoration application fee

are filed before the company can be restored to the register.

Where the restoration is requested by a creditor, liquidator or receiver, the applicant needs only to complete the restoration application form and pay the restoration fee (NZ$200) as they do not have the authority to file the annual returns. 

Letter confirming receipt

A letter confirming that the restoration application has been received is sent to the applicant.  This letter also advises the date that public notice will be given and the date the company will be restored to the register (provided no objection to the restoration is received).

Public notice

The Registrar is required to give public notice of the intended restoration and provide a period of 20 working days for any objections to be made by the public.  The notice is published in both a local newspaper and the New Zealand Gazette.  The Registrar advertises on a fortnightly basis in an effort to keep costs to a minimum.  The process can, therefore, take up to six-eight weeks to complete.

If there is some urgency in restoring the company to the register (for example, a property settlement) call our Contact Centre to discuss what options are available (for example, Court restoration).  

No objection received

If no objection to the restoration is received within the time period, the company will be restored to the register on the next working day.

Objection received

If an objection is received to the restoration, this halts the Registrar’s involvement in the restoration process.  If the applicant still wishes to restore the company, then they must apply to the High Court under section 329 of the Companies Act. 

If, during the time a company is off the register, another company is incorporated under the same name (or the same name has been reserved), the applicant for restoration will have to send in a NZ$25 cheque for a new name reservation, along with the name reservation and change of company name forms.  At the time the company is restored to the register the name change will also be procesed.

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FAQs

What happens to assets that remain in the name of a removed company after its removal?

Assets vest in the Crown under, respectively, section 337 of the Companies Act 1955 (in its pre-1 July 1994 form) where they are described as bona vacantia [ownerless goods (Lat)], section 299 of the Companies Act 1955 (in its post-1 July 1994 form) or section 324 of the Companies Act 1993.

In this instance, the Crown is represented by The Treasury so you should direct initial inquiries to The Treasury, PO Box 3724, Wellington 6140.  On restoration, the assets re-vest without formality in the company as if it had not been removed.

Can the assets of a removed company by liquidation be dealt with, without having to restore the company?

Yes.  In some instances, as with money in a bank account or shares in a company, the Crown has power of disposal, so the person interested should write to The Treasury as noted in the question above.

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What if removal followed completion of the company’s liquidation?

The company can be restored, but not by the Registrar.  An application has to be made to the High Court under section 336(6), 304 or 329, as the case may be and at the same time, with the consent of the liquidator, application has to be made for the liquidator’s final report to be cancelled in order to re-open the liquidation to deal with the matter at hand, as without this step, there would be no-one empowered to act for the company.  If the liquidator does not give consent, the applicant would have to request the High Court to appoint a replacement who was willing to act. Sections 250, 258(1)(b) and 284(1)(b) respectively are relevant to cancelling the final report in such cases.

If such an application is under consideration, you should write to the Registrar of Companies setting out the circumstances for review.

Is there a time limit on restoring a company to the Register?

There is no time limit for restoring a company to the Register (that is, it does not matter how long it has been since the company was removed).  However, the Registrar may require the company to file all outstanding annual returns for the period when it was off the Register (for example, if the company had been trading during the time it was off the Register).

Notes | The Registrar does not require the outstanding annual returns to be filed if a creditor is applying to restore a company.

Can a company removed before 1 July 1994 be restored to the New Zealand Register of Companies?

Yes.  This can be achieved but only by order of the High Court under section 336(7) of the Companies Act 1955 (in its pre-1 July 1994 form).

The procedure is set out in Re Durweston Properties Limited (1992) 6 NZCLC 67,854.  Restoration is at the High Court’s discretion.  Section 336(7) originally provided for restorations within 20 years of removal, but this was reduced to two years by section 42(4) of the Companies Amendment Act 1993 then amended again to be at the High Court’s discretion and saved from repeal by the Companies Repeal Act 1993 as amended in 1997.

On registration of a sealed copy of the High Court’s order, the company is deemed to have been reregistered that day as a company under the Companies Act 1993 by section 13A(2) of the Companies Reregistration Act 1993.

Can a company removed from the register while registered under the Companies Act 1955 between 1 July 1994 and 30 June 1997 be restored to the register?

Yes.  This is possible by either of two methods.

Method One: 

Section 303 of the Companies Act 1955 (in its post-1 July 1994 form) allows application to the Registrar of Companies by a person who was a shareholder, director or creditor of the company at the time it was removed, and in circumstances where the company was continuing in liquidation or receivership at the date of removal, by the liquidator or receiver.

The company had to be carrying on business at the date of its removal or some other reason had to exist for it to remain on the register or it had to be party to legal proceedings or, with the last categories of possible applicants, be in liquidation or in receivership.

There is a fee of NZ$200 payable to the Registrar with the application, which can be by letter.  The Registrar gives public notice in one issue of the Gazette (official Government bulletin) and local daily paper of the intention to restore the company. Restoration will take place on the next working day, if there are no objections within 28 days from the date of the notice.  Upon restoration of the company, it will be re-registered under the 1993 Companies Act.

Method Two:

Under section 304 of the Companies Act 1955 any of those possible applicants on those grounds can apply to the High Court for an order that the company be restored to the register.  Also permitted to apply is a person with an undischarged claim against the company or, with the leave of the High Court, any other person.  The grounds are wider under this section and allow an applicant to claim that is would be just and equitable to restore the company to the register.  The procedure of Re Durweston Properties Limited applies here with necessary changes.

A restored company will be deemed to be reregistered as a company under the Companies Act 1993 as noted above on restoration by the Registrar or on registration of the sealed copy of the High Court’s order.

Can a company incorporated under the Companies Act 1993 or that was reregistered to become a company under that Act and then removed from the register be restored to the register?

Yes.  The same procedures apply as for the question above.  The relevant sections are 328 and 329.  The same fee of NZ$200 is payable on an application under section 328.