When you apply to us to remove your company from the Companies Register, there are steps you need to take so the process goes smoothly.
Who can request removal
An application to remove a company from the register can be made by:
- the shareholders through a special resolution, or
- the board of directors or another person, but only if the constitution of the company:
- allows them to, or
- says they must apply.
Your legal obligations
When you close your company you must meet obligations under the Companies Act 1993 and to Inland Revenue.
Your obligations under the Act
Before you close your company you need to make sure your company filing requirements are up to date on the Companies Register. All the information can be updated online, including your directors' and shareholders' details, and address information.
If your company is due to file audited financial statements under the Companies Act 1993 or other legislation, complete these before you apply to have your company removed from the register.
Inland Revenue obligations
When your company closes, you must meet all of your filing requirements with Inland Revenue.
You must file a final tax return that includes company accounts that were up to the date when your company stopped operating.
There are other obligations, which could include:
- paying business tax and GST obligations
- cancelling your company's GST registration
- paying employer-related taxes and income tax
- cancelling your employer registration, and
- settling up any depreciation recovery.
Until you've filed your final tax return, you haven't complied with your business tax obligations.
Preparing for removal from the Companies Register
Before you can apply to remove your company from the Companies Register, make sure that:
- the company is no longer in business
- all your business debts are paid
- the company has distributed its assets in ways that comply with the Companies Act and its constitution, if it has one
- there are no creditors who have taken steps to put the company into liquidation
- you've given notice to any parties that have registered a financing statement over the company on the Personal Property Securities Register (PPSR) that you're intending to remove the company.
You also need a letter from Inland Revenue confirming they have no objection to your company being removed from the Companies Register. You must supply this letter no matter what your company's GST status is and even if it's had very low trading activity.
What you need to know
If shareholders initiate removal
If your shareholders have decided to remove the company from the register, they need to pass a shareholder's resolution:
- agreeing to this course of action, and
- authorising a shareholder to make the application. You will need to provide a copy of the resolution when you apply for removal.
If the board of directors initiates removal
The directors of a company can only apply for removal from the register if the company's constitution allows them to.
You must pass a resolution agreeing to apply for removal, but you don't need to provide a copy of the resolution when you apply for removal.
Where the constitution does not allow the directors to apply for removal, you must provide a shareholders’ resolution (see 'If shareholders initiate removal' above).
If the Registrar has already initiated removal
Before you ask us to remove your company from the register you should check that we have not already initiated removal of the company. If we have, you need to file any outstanding annual returns with us.
If your company is in liquidation
The shareholders and directors cannot apply to remove a company from the register if it's in liquidation. In this case, applying for removal is one of the liquidator's responsibilities.
If your company is amalgamating with another company
The processes for removing companies from the Companies Register when they merge or are taken over are different, and depend on the circumstances of the companies that are coming together.
Keeping records after removal
After your company is removed from the Companies Register, you must keep your business records for 7 years.