Before you close your company

Get ready to apply to remove your company

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.

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.

Reporting to the Companies Office

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.

How to submit financial statements

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.

Closing down a company Inland Revenue

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.

Personal Property Securities Register

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.

Tax obligations — Closing down a company Inland Revenue

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.

You can find public notices of our intention to remove a company both in the 'News and Notices' pages on our website, and on the New Zealand Gazette website .

When the Registrar removes your company

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.

Appointment and responsibilities of a liquidator

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.

How companies amalgamate

Keeping records after removal

After your company is removed from the Companies Register, you must keep your business records for 7 years.

All help topics

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Get an overview of how companies are structured, find out about the company records you need to keep, and what's involved when you incorporate with and report to the Companies Office.

Starting a company 11 guides

You need to comply with New Zealand laws when you incorporate your company with the Companies Office, including reserving a company name, appointing directors, issuing shares and registering for tax.

Keeping company details up to date 13 guides

Once your company is registered with the Companies Office, nominate who will have authority to file your annual returns, and update your name, address, constitution, director and shareholder details.

See all 13 guides for Keeping company details up to date

Shares and shareholders 7 guides

When you incorporate, you must provide details of all company shares and shareholders. As changes occur, you must update this information on your own share register and in your company's annual return.

Company directors 7 guides

Directors have responsibilities to their company and shareholders, and under the Companies Act 1993. You must register all your directors with the Companies Office and they must sign a consent form.​

Filing annual returns 8 guides

Find out about filing an annual return — the information you need to update, how to change your filing month or request a time extension — and what happens if you don't file your annual return by the due date.

Complying with the law 11 guides

Find out how New Zealand law affects the directors and shareholders of your company, and your responsibility to create and maintain accurate company records, report to us and file financial statements.

Financial reporting 7 guides

​Some large New Zealand and overseas companies, and all FMC reporting entities must submit audited annual financial statements to the Companies Office.

Managing an overseas company in New Zealand 11 guides

Before they can carry out some business activities, companies incorporated in other countries, including Australia, must register with the Companies Office and then keep their company details up to date.

Closing a company 11 guides

When your company closes down you need to remove it from the register. Your company can be removed if it amalgamates with another company or doesn't file its annual return.

Restoring a company to the register 4 guides

Only some companies can be reinstated to the Companies Register once they've been removed. Find out who can apply, what evidence to provide and if you should apply to the Registrar or the High Court.

When your company fails 9 guides

Find out about voluntary administration, receivership and liquidation (external administration), and the roles and responsibilities of those appointed to manage your company's affairs.

Managing your online account 8 guides

Creating an account with the Companies Office allows you to complete the majority of your transactions online. It's free to set up, but fees apply for some transactions, such as filing annual returns.

Getting support to use the Companies Register 8 guides

Get help with any technical problems you have using the register, such as uploading documents or searching for companies, directors and shareholders.