Restore a New Zealand company

What you need to know 

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
• Restoration fee of $NZ200
• Any outstanding documents and their associated filing and late fees (e.g. up to $NZ130 for each annual return)

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Step by step instructions

What do I need to do to restore my company? 

• $NZ200 restoration fee
• Restoration Application form
• The last three manual annual returns $NZ30 each (but we would prefer all of them to be filed if possible) 
• $NZ100 late filing fee (per annual return)
• All outstanding financial statements and fees ($NZ250 for registration and $NZ100 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 (e.g. 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. 

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How is your application processed? 

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

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
• $NZ200 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 ($NZ200) as they do not have the authority to file the annual returns.

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

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 Gazette is published every Thursday and the cut off date for the advertisements in some cases is four days before publication.  However, 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 e.g. property settlements etc then call our Contact Centre to discuss what options are available e.g. Court restoration etc.  If no objection to the restoration is received within the time period, the company will be restored to the register as soon as possible after the objection period has expired (generally restoration occurs the next day).

If an objection is received to the restoration, the company cannot be restored and the applicant could consider applying to the High Court to restore the company to the register.

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 $NZ25 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 be processed at the same time.

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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.

The Crown is represented by The Treasury in this instance to which initial inquiries should be directed (PO Box 3724 Wellington).  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 under section 303 or 328, as the case may be. Application has to be made to the High Court under section 336(6), 304 or 328, 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.

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 shareholder, director or creditor 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 $NZ200 payable to the Registrar with the application, which can be by letter.  There is no statutory form for this.  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, which will take place if there are no objections within twenty working days from the date of the notice.

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 $NZ200 is payable on an application under section 328.