Before you close your company
Get ready to apply to remove your company
Before you can ask us to remove your company from the Companies Register, there are steps you need to take.
In this guide:
Closing down your company
If your company is closing down, there are a number of things you need to do before you can ask us to remove it from the Companies Register. What your company needs to do will depend on its current situation.
Before you apply for removal
Your company must have—
- stopped trading (no longer carrying on in business)
- distributed its assets
- paid all of its business debts
- no creditors taking action to put it into liquidation.
Deciding to apply
The Companies Act specifies who can decide to apply to have a company removed from the Companies Register. When deciding, you must also authorise a person to make the application.
Shareholders
Your company’s shareholders can vote on applying to remove the company from the register (known as a shareholders’ special resolution). If your company doesn’t have a constitution, this is the only way you can apply for removal.
The shareholder's special resolution must—
- agree to requesting removal of your company from the register, and
- authorise a shareholder to make the application.
You will need to provide us with a copy of the resolution when you apply for removal. Make sure the resolution—
- Includes the date it was passed.
- Is signed by at least 75% of the shareholders in number that hold at least 75% of the voting shares. (Signing indicates that the resolution has been approved by the shareholders).
- Includes each signatory’s full name and signature.
Board of directors or another person (if allowed by your company’s constitution)
Your company’s directors can resolve to apply to remove your company from the Companies Register if—
- your company has a constitution, and
- that constitution allows them to authorise such an application.
Your company’s directors must pass a resolution agreeing to apply for removal.
The director's resolution must:
- agree to requesting removal of your company from the register, and
- authorise one of the directors to make the application, or
- authorise another person to make the application.
Where the constitution does not allow the directors to authorise a removal application, your company must follow the shareholder process outlined above.
Make sure your company’s details are up to date
The details recorded on the Companies Register for your company must be up to date. This includes your directors' details, and company addresses.
Check that all documents have been filed
Make sure your company’s filing requirements are up to date on the Companies Register, such as any outstanding annual returns.
If your company is due to file audited financial statements, submit these before you apply to have your company removed from the register.
Request a ‘no objection’ letter from Inland Revenue
When your company closes, you must meet all of your filing requirements with Inland Revenue. We recommend that you call Inland Revenue and talk about closing your business. They can answer any of your questions. It also means they will not send you any more letters or returns.
All companies need to:
- file a final Companies income tax return - IR4
- store business records
- request a 'no objection' letter from Inland Revenue that says they don’t object to the company’s removal from the Companies Register.
Exceptions
There are times when you can’t apply for your company to be removed from the register.
Next steps
Complete our online application to remove your company from the register.
Other guides in
Closing a company
- Applying to remove your company from the register
- When the Registrar removes your company
- Objecting to the removal of a company
- Withdrawing an objection