Reasons and evidence for restoring a company
What to provide in support of your application
When you apply to the Registrar of Companies to restore a company, you need to have a reason for applying and submit supporting documents with your application.
Specify the reason for restoring your company
A company can only be restored to the register for the specific reasons described in Section 328 of the Companies Act 1993. When you apply, you must select the reason that best applies to the situation your company was in when it was removed from the register:
- The company was carrying on business at the time it was removed and there is a proper reason for it to continue in existence.
- The company was a party to legal proceedings when it was removed.
- The company was in receivership, liquidation or both when it was removed.
- The grounds for removal didn’t exist at the time the company was removed.
Whatever the reason for restoring your company, you’ll need to submit evidence to support your application. Not providing this evidence will delay the restoration process. Please refer to the examples below of the type of documents that are acceptable as evidence.
Evidence to show the company was carrying on business
You need to submit documents that are dated in the month your company was removed and show that:
- the company was in business when it was removed from the register, and
- there is a proper reason for the company to continue.
Documents that prove the company was in business and should continue include:
- a bank statement showing business-related entries — a statement showing only bank fees wouldn't be acceptable
- an invoice to or from the company
- a receipt for rent
- a copy of a current land title showing the company as the owner
- a copy of a trust deed showing the company as a trustee.
Documents that prove you're a creditor include:
- a copy of an invoice or document showing a debt owed to you, and
- confirmation that the debt remained unpaid when the company was removed.
Evidence that the company was party to legal proceedings
If you've chosen this reason for restoring your company, provide a copy of the first page of the court document that:
- identifies the court where the proceedings were held
- states the number allocated by the court, and
- shows that, at the date of your company's removal, the company was named as a party to the proceedings.
Evidence that the company was in receivership or liquidation
Provide confirmation that the receiver or liquidator was appointed before the company was removed. For example, you could submit a copy of the special resolution, court order or the public notice of appointment.
This situation usually arises if the company is removed before we have been notified that a receiver or liquidator has been appointed.
Evidence that there were no grounds for removing your company
Before your company was removed, you'll have received written notice from us confirming that:
- your company would be removed from the register, and
- the reason for removal under Section 318 of the Companies Act 1993.
If you’re applying because you believe it shouldn’t have been removed, you need to provide evidence to support your application.
Evidence must be in writing and confirm that at the time the company was removed from the register, you had:
- a director who lived in:
- New Zealand, or
- Australia and was the director of an Australian company
- responded to the requirement made under Section 365(1)(caa) or (c) of the Companies Act 1993 — for example, a request from the Registrar to confirm information you provided was correct
- disclosed information under Sections 365F or 365G of the Companies Act 1993 with regard to controlling interests in the company and delegations of that control
- confirmed that:
- you provided accurate information, or
- the inaccurate information you provided was unintentional
- confirmed that there was no persistent or serious failure to comply with duties relating to the Companies Act 1993 or the Financial Reporting Act 1993.