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 some steps you need to take first 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.

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.

If shareholders initiate removal

If your shareholders have decided to remove the company from the register, they need to pass a special resolution:

  • agreeing to this course of action, and
  • authorising a shareholder to make the application.

You need to provide a copy of the resolution when you apply for removal from the register.

If directors initiate removal

The directors of a company can only apply for removal from the register if the company's constitution allows them to.

You need to 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.

If your company is in liquidation

The shareholders and directors can't 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 process for removing companies from the Companies Register when they merge or are taken over is different, and depends 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.

All help topics

Before you start a company 5 guides

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.

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 7 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

Financial reporting 7 guides

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.

Getting support to use the Companies Register 6 guides