How to Deregister an NZ Company: Companies Office Process

When an NZ company is dormant, has finished its purpose, or never traded, the cleanest exit is voluntary removal from the register under Companies Act 1993, s.318(1)(d). Done correctly, removal extinguishes the company’s separate legal personality and ends the obligation to file annual returns. Done badly, it freezes assets in the Crown and triggers personal liability under tax law.

This guide walks the workflow from board resolution to register removal, plus the tax wind-up tasks that must run in parallel.

The two routes: removal vs liquidation

NZ has two legal exits:

• Removal from the register (s.318) — fast, low-cost, suitable for solvent companies with no assets, no creditors, and no disputes.
• Liquidation (Part 16, ss.241-289) — required when the company has creditors or assets to distribute, or when shareholders cannot agree on dissolution.

This article covers removal. For liquidation, engage a licensed insolvency practitioner.

Eligibility for voluntary removal

Under s.318(1)(d), the Registrar may remove a company if shareholders pass a special resolution and the company satisfies these conditions:

• The company has ceased to carry on business.
• The company has discharged all liabilities to known creditors.
• The company has distributed all surplus assets to shareholders.
• The company is not a party to any legal proceedings.

If any of these is false, removal is not available — the company must be liquidated under Part 16.

Step 1 — Board resolution and special resolution

The directors call a shareholders’ meeting under s.120. Shareholders pass a special resolution under s.2(1) (75% of votes cast) approving the application for removal under s.318(1)(d).

The minutes record:

• The resolution that the company has ceased business.
• Confirmation that all liabilities have been discharged.
• Confirmation that all surplus assets have been distributed.
• Confirmation that the company is not party to any legal proceedings.
• Authorisation for a director to file the removal application.

Step 2 — Tax clearance from IRD

Before applying to the Companies Office, the company must close its IRD obligations:

• File final GST return under GST Act 1985, s.5(3) (cessation of taxable activity).
• File final income tax return to the date of cessation.
• Pay all outstanding tax (income tax, GST, PAYE, FBT).
• Cancel GST registration via myIR.
• Cancel employer registration (PAYE) if applicable.
• Request an IRD letter of no objection if the Companies Office requests one (for asset transfers or where IRD has open audits).

Skipping this step is the most common founder mistake. Tax debts survive removal — they revert to the Crown’s bona vacantia claim and can trigger personal liability under the Tax Administration Act 1994, s.157 for directors who knowingly failed to pay PAYE.

Step 3 — Notify creditors

Under s.318A, the company must give notice of the intended removal to:

• Every creditor of the company (known creditors).
• Every shareholder.
• Every director.
• Every employee.

Notice can be by post or email, and must invite objections within 20 working days of the application.

Step 4 — Apply to the Companies Office

The application is filed online via the Companies Office portal:

1. Log in to the Companies Office portal (www.companiesoffice.govt.nz).
2. Select the company, then “Apply for removal.”
3. Confirm the s.318(1)(d) grounds.
4. Upload the special resolution.
5. Pay the NZ$25 fee (online).
6. Receive an acknowledgement and a Notice of Intention to Remove is published in the New Zealand Gazette.

Step 5 — Wait for the objection period

Under s.319, the Registrar publishes notice in the Gazette and waits 20 working days for objections from any person. Common objectors include:

• IRD if tax is unpaid.
• Creditors who were missed in the s.318A notification.
• Other government departments (ACC, MBIE) if registrations are open.

If an objection is lodged and not withdrawn, the Registrar declines removal under s.319(3). The company must resolve the objection (pay the debt, settle the dispute) and reapply.

If no objection is lodged within 20 working days, the Registrar removes the company from the register.

Step 6 — Removal and post-removal tasks

On removal, the company ceases to exist as a legal person under s.328. Practical effects:

• The company name becomes available for reuse (after a cooling-off period).
• Bank accounts close automatically.
• Contracts in the company’s name are unenforceable.
• Property held in the company’s name vests in the Crown as bona vacantia under s.324.

Post-removal tasks:

• Distribute final shareholder funds before removal (not after).
• Retain company records for 7 years under Tax Administration Act 1994, s.22.
• Cancel any IP registrations, business names, or domain names linked to the company.

Restoration if needed

Under s.328, a removed company can be restored to the register within 6 years by court order or Registrar’s discretion. Restoration is needed when:

• A creditor or claimant emerges after removal.
• Property was missed in the distribution and has vested in the Crown.
• Litigation arises from pre-removal events.

Restoration fees and legal costs typically run NZ$2,000-5,000. Avoidable by careful pre-removal due diligence.

Dialogue: a Chick worries about Crown vesting

🐣 Chick: “What if we forget to distribute one bank account before removal?”

🐮 Cow: “It vests in the Crown under s.324. The Treasury holds it as bona vacantia.”

🦉 Owl: “Recoverable by restoration under s.328, but it costs lawyer fees and a court application.”

🐣 Chick: “And what if we have an open lease?”

🦉 Owl: “If you remove the company while still party to a lease, the landlord can object under s.319, or pursue the directors personally if you signed guarantees. Cancel the lease before applying.”

🐮 Cow: “And cancel GST, PAYE, and ACC. IRD will object if any registration is open.”

🦉 Owl: “Removal is fast and cheap if the company is genuinely dormant and tidy. If not, do the cleanup first or use liquidation.”

Removal vs liquidation decision matrix

Closing notes

Voluntary removal is the cheapest, fastest way to wind up a solvent dormant NZ company — but only if creditors are paid, taxes filed, assets distributed, and registrations cancelled before the application. Skipping any of these steps converts a NZ$25 process into a multi-thousand-dollar restoration headache.

A Gyoseishoshi (行政書士) prepares the bilingual board resolution, special resolution, and IRD cessation pack. A New Zealand chartered accountant signs off the final tax returns. A NZ insolvency practitioner is required if the company is insolvent or has disputed assets.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not New Zealand lawyers. For removal, restoration, or insolvency matters, consult a New Zealand-qualified barrister, solicitor, or licensed insolvency practitioner.

Sources

• Companies Act 1993, s.318 — https://www.legislation.govt.nz/act/public/1993/0105/latest/DLM323274.html
• Companies Act 1993, s.319 (objections) — https://www.legislation.govt.nz/act/public/1993/0105/latest/DLM323281.html
• Companies Office, Removing a company — https://www.companiesoffice.govt.nz/companies/learn-about/removing-or-restoring/
• IRD, Closing a business — https://www.ird.govt.nz/managing-my-tax/income-tax/closing-a-business