What You Need to Know Before Closing Your Company

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If your company goes out of business and you want to apply to remove your company from the Companies Register, you need to meet certain legal obligations under the Companies Act 1993 and to Inland Revenue.

Before you close your company, you need to make sure your filing requirements are up to date. You can update all the information online through the companies register website.   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.

Further you must meet all of your filing requirements with Inland Revenue, before closing your company. You must file a final tax return that includes company accounts that were up to the date when your company stopped operating and cease any other tax types you have been registered for such as payroll or GST. All tax liabilities must have been paid.

You must file a final tax return that includes company accounts that were up to the date when your company stopped operating.

When ready for applying for removal from the companies’ register, an application can be made by:

  1. The shareholders through a special resolution
  2. The board of directors or another person if the constitution of the company allows them to

Check the following things are correct and true before making the application:

  • the company is no longer in business
  • all your business debts are paid
  • the company has distributed its assets
  • there are no creditors who have taken steps to put the company into liquidation
  • you have 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. More information can be found on Inland Revenue’s website.

Important: If your company is in liquidation, applying for removal is the liquidator’s responsibility.

The process for removal if your company is merging with another business is different and depends on individual circumstances. For more information read on here.

After your company is removed from the Companies Register, you must keep your business records for 7 years.

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