Before closing down

Check the following before applying for your company to be removed

1. Your company has ceased trading.
2. All business debts have been paid.
3. All company assets have been distributed in accordance with the Companies Act and the company's constitution.
4. No creditor is seeking to liquidate your company.
5. You have written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being removed from the register.
6. If you are filing for a formal removal you have a copy of the special resolution of the shareholders that the company be removed from the register.
7. If your company has been in liquidation the liquidator has filed the prescribed final reports and accounts and the removal notice has been published no earlier than 20 working days.

Other actions to consider before closing your company

1. Outstanding filing requirements with the Companies Office  

Before you close down your company you need to ensure all of your company filing requirements are up to date with the New Zealand Companies Office.  This information includes, director and shareholder details, address information, annual returns and financial statements (if you are required to file these under the Financial Reporting Act 1993). 

All of this information can be updated online 24 hours a day, seven days a week.

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2. Annual returns  

Every year your company is required to file an annual return with the Registrar.  The annual return is a chance for you to confirm the details of your company held by the Registrar.

There is no fee to file your annual return online.  The annual return must be signed either by a director, solicitor or chartered accountant authorised for that purpose.

Failure to file an annual return with the companies office can lead the Registrar to believe the company has ceased trading and may lead to the company being removed from the register before you are ready.

Note | The annual return all companies must file with the Companies Office should not be confused with the financial returns you need to file with the Inland Revenue.

3. Contact the Inland Revenue  

If you cease to operate your business, you must meet all of your filing requirements with the Inland Revenue.  These are likely to include business tax and GST obligations, cancelling GST registration, employer related taxes and cancelling your employer registration, income tax and depreciation recovery.

You must file a final tax return that includes your business accounts up to the date when your business ceased to operate.

Until you have filed your final tax return, you have not completed your business tax obligations.

To find out more, phone the Inland Revenue on 0800 377 774 or visit www.ird.govt.nz.
 

Note | You cannot file this tax return early.  It is due at the same time of the year as your previous income tax returns, after the end of the financial year in which your business ceased to operate.
 

4. Assets and liabilities  

All of your business debts need to have been paid and all the company’s assets have to have been distributed in accordance with the Companies Act 1993 and with the company’s constitution.

You may also close your company if it has paid off as many debts as it can and there is nothing left to distribute, however, no creditor can be seeking to liquidate your company.
 

5. Your company records

After you stop operating your business, you must keep your business records for seven years.