How To Deregister A Company

Deregistering a company in New Zealand is a significant decision and involves a series of steps that need to be carefully followed to ensure legal compliance and a smooth transition. This article provides a detailed guide on how to go about this process.

Understanding Company Deregistration

What Does Deregistration Mean?

Deregistering a company means formally removing it from the New Zealand Companies Register. After deregistration, the company ceases to exist as a legal entity and can no longer conduct business.

Reasons for Deregistration

Companies may opt for deregistration for various reasons, such as business closure, merger, or restructuring.

Preparing for Deregistration

Assessing the Implications

Before proceeding, it’s crucial to understand the implications of deregistration. These include the company’s ability to hold assets, settle debts, and its obligations to employees and creditors.

Settling Debts and Obligations

All debts and liabilities of the company must be settled. This includes paying off creditors, finalising tax obligations, and ensuring employees are treated according to legal requirements.

Distributing Assets

After settling debts, distribute any remaining assets among shareholders as per their shareholding percentages.

The Deregistration Process

Step 1: Hold a Shareholder Meeting

Call a meeting of shareholders to pass a resolution for deregistration. A special resolution, requiring a 75% majority, is needed for this purpose.

Step 2: Ensure Compliance with Legal Requirements

Ensure the company meets the criteria for deregistration, such as having no liabilities and obtaining consent from all shareholders.

Step 3: Apply to the Companies Office

Submit an application for removal to the New Zealand Companies Office. This can typically be done online via the Companies Office website.

Required Documentation

The application must be accompanied by:

• A copy of the special resolution passed by the shareholders.
• A declaration confirming that the company has discharged its liabilities.
• A declaration that all shareholders have consented to the deregistration.
• Any other documentation as required by the Companies Office.

Step 4: Notification and Objection Period

Once the application is submitted, the Companies Office will notify the public of the proposed deregistration. There is a period during which objections to the deregistration can be made.

Step 5: Final Steps and Confirmation

If there are no objections, and the Companies Office is satisfied that all criteria have been met, the company will be removed from the register. The Companies Office will issue a confirmation of the deregistration.

After Deregistration

Record Keeping

Even after deregistration, it is advisable to keep all company records for a certain period, as per legal requirements.

Tax Considerations

Consult with a tax advisor to understand any final tax implications or filings that may be necessary.

Key Takeaway

Deregistering a company in New Zealand is a structured process that requires thorough preparation and compliance with legal obligations. By carefully following these steps and seeking appropriate advice when necessary, business owners can ensure a compliant and orderly winding down of their company. Remember, each step is vital to ensure that the process is legally sound and that all parties involved are adequately protected.

If you would like a consultation on deregistering a company, you can reach us at 0800 002 184 or [email protected] for a free, no-obligations chat.

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