Your NZ company annual return is overdue: what to do before removal

Your company annual return is overdue, and you need to know whether this is a routine late filing or a genuine removal risk. Check the Companies Register for the filing month and company status, then check separately for any notice of intended removal sent by the Registrar or published among the Companies Office notices. This article is general information only and is not legal advice.

Start by checking the company record on the Companies Register for the filing month and overdue return. Separately review any Companies Office notice you have received and the current Companies Register notices to see whether an intended-removal notice has actually been published. An overdue reminder and an intended-removal notice are different situations; treating them as the same can waste valuable time.

Overdue return or Registrar removal notice?

If your annual return is simply overdue, your priority is to log in and complete the annual return properly through the Companies Register. If there is an actual notice of intended removal, read it and act within 20 working days by complying with its stated conditions, which may include completing the overdue return, or by objecting to removal.

The annual return is due every year during your company's assigned filing month. Your first annual return is due in the calendar year after incorporation. You can search the register if you are unsure when the next return was due.

Do not confuse this filing with an Inland Revenue tax return. A Companies Office annual return is not a financial document. It is the yearly confirmation of public company information such as addresses, directors and shareholders.

What to gather before you start filing

Late filings often drag on because the person logging in does not have the right information or authority. Before opening the return, pull together the details you will need to confirm or correct.

• Registered office address
• Address for service
• Address for communication
• Director full legal names, residential addresses and contact details
• Director appointment dates, if they need checking
• Whether the company has an ultimate holding company, and its correct details if it does
• Total number of shares on issue
• Each shareholder's full legal name, address and number of shares held
• The reminder email address and any mobile number used for text reminders
• Card or banking details for the filing fee

You may also see optional fields for public NZBN information, such as a trading name or website. Those optional updates are separate from the core annual return checks.

Who can file, and how to get the return submitted

To complete the return online, you need a RealMe login, an online Companies Register account, and confirmed authority to update the company's details. If you are a director, company secretary, founder or external administrator, do not assume you automatically have access. Check this first so the overdue return does not sit untouched while people argue about logins.

Once you are in the return, work through each section carefully. Check the addresses, ultimate holding company details if relevant, director information and shareholdings. Confirm who is authorising the return, review the reminder email address, submit the return and pay the fee.

The current filing fee stated by the Companies Register is $49.74 plus GST. After payment, wait for the payment confirmation before closing the window. The register states it will email you once the return is complete, and any changes made through the return will be added automatically.

Do not rely on a filing-month change as a workaround

Some directors hope they can solve an overdue return by changing the company's filing month. That is not the shortcut to use once the return is already due or overdue.

The Companies Register says you can change your filing month only if the return is not currently due or overdue. In practice, that means a late company should focus on filing the outstanding return correctly first. If your company is already facing possible removal, deadline-specific action matters more than administrative tidying.

When overdue becomes a removal problem

An overdue annual return does not automatically dissolve the company. However, the Registrar removal process can lead to a company being removed from the register if it appears the company is no longer operating, including where annual returns have not been completed or required information requests have not been answered.

If the Registrar intends to remove the company, the Companies Register says a notice will be sent and a notice will also be published on its website. To stop the removal, action must be taken within 20 working days. The required action will be either to comply with the conditions stated in the notice or to object to the removal.

That is why the wording on any notice matters. If you have only an overdue reminder, file the return urgently. If you have a removal notice, read it closely, diarise the 20 working day period immediately, and follow its stated conditions or consider an objection if appropriate. Do not assume filing the return alone answers every notice.

Your filing task is different from a creditor objection

This guide is about a company regularising its own overdue return. A creditor or another person affected by a proposed removal may also have grounds to object, but that is a separate task from filing the company's annual return; the Companies Register explains who can object and how. If your company faces a removal notice, follow the conditions in that notice or consider the objection route, rather than treating every overdue reminder as a removal proceeding.

It is also worth being careful with emails and invoices. A genuine annual return involves logging into the Companies Register through an authorised account and paying the official filing fee there. It is not the same as an unexpected renewal invoice from a private sender, and it is not the same as your Inland Revenue tax obligations.

If the company is already shown as removed, this overdue-filing checklist is no longer the whole task. Our restoration guide covers that separate status.

Practical next steps if time is tight

Save the filing confirmation once submitted, and check the company record again so your team can distinguish a completed return from an attempted login.

• Search the Companies Register and confirm the filing month and current company status.
• Check whether the company is only overdue or has a notice of intended removal.
• Make sure the person acting has RealMe access, an online account and confirmed authority.
• Gather the address, director, shareholding and ultimate holding company information first.
• Complete the return carefully, pay the fee, and wait for payment confirmation.
• If there is a removal notice, act within 20 working days and follow the notice instructions exactly.
• Update reminder contact details so next year's return is less likely to be missed.

If you need help reviewing company records, confirming who can file, responding to a removal notice or sorting out director and shareholder updates, Sprintlaw's New Zealand legal team can help. Call 0800 002 184 or email team@sprintlaw.co.nz.