Section 318 — Companies Act 1993: Grounds for removal from register

318 Grounds for removal from register (1) Subject to this section, the Registrar must remove a company from the New Zealand register if— (a) The company is an amalgamating company, other than an amalgamated company, on the day on which the Registrar issues a certificate of amalgamation under section 224 of this Act; or (b) The Registrar is satisfied that— (i) The company has ceased to carry on business; and (ii) There is no other reason for the company to continue in existence; or (c) The company has been put into liquidation, and— (i) No liquidator is acting; or (ii) The documents referred to in section 257(1)(a) of this Act have not been sent or delivered to the Registrar within 6 months after the liquidation of the company is completed; or (d) There is sent or delivered to the Registrar a request in the prescribed form made by— (i) A shareholder authorised to make the request by a special resolution of shareholders entitled to vote and voting on the question; or (ii) The board of directors or any other person, if the constitution of the company so requires or permits— that the company be removed from the New Zealand register on either of the grounds specified in subsection (2) of this section; or (e) A liquidator sends or delivers to the Registrar— (i) The documents referred to in section 257(1)(a) ; and (ii) A copy of the notice referred to in section 320(4) ; or. (f) the company has failed to pay the fee prescribed by regulations for the application for registration of the company under section 12 . (2) A request that a company be removed from the New Zealand register under subsection (1)(d) of this section may be made on the grounds— (a) That the company has ceased to carry on business, has discharged in full its liabilities to all its known creditors, and has distributed its surplus assets in accordance with its constitution and this Act; or (b) That the company has no surplus assets after paying its debts in full or in part, and no creditor has applied to the Court under section 241 of this Act for an order putting the company into liquidation. (3) A request that a company be removed from the New Zealand register under subsection (1)(d) of this section must be accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being removed from the New Zealand register. (3A) The Registrar must remove a company from the New Zealand register under subsection (1)(f) if— (a) the Registrar has complied with section 319 ; and (b) the fee prescribed by regulations for the application for registration of the company under section 12 has not been paid in full to the Registrar within 20 working days after the date of the notice given under section 319 . (4) The Registrar must remove a company from the New Zealand register under subsection (1)(b) of this section only if— (a) The Registrar has complied with section 319 of this Act; and (b) The company has not satisfied the Registrar that it is carrying on business or that reason exists for the company to continue in existence; and (c) The Registrar— (i) Is satisfied that no person has objected to the removal under section 321 of this Act; or (ii) If an objection to the removal has been received, has complied with section 322 of this Act. (5) The Registrar must remove a company from the New Zealand register under paragraphs (c) , (d) , or (e) of subsection (1) of this section only if— (a) The Registrar is satisfied that notice has been given in accordance with section 320 of this Act; and (b) The Registrar— (i) Is satisfied that no person has objected to the removal under section 321 of this Act; or (ii) If an objection to the removal has been received, has complied with section 322 of this Act. Subsection (1)(d)(i) was substituted, as from 1 July 1994, by section 39 Companies Act 1993 Amendment Act 1994 (1994 No 6). Subsection (1)(e) was substituted, as from 3 June 1998, by section 18 Companies Amendment Act 1998 (1998 No 31). Subsection (1)(e) was amended, as from 15 April 2004, by section 15(1) Building Societies Amendment Act 2004 (2004 No 24) by inserting the expression “ ; or ” . Subsection (1)(f) was inserted, as from 15 April 2004, by section 15(1) Building Societies Amendment Act 2004 (2004 No 24). Subsection (3A) was inserted, as from 15 April 2004, by section 15(2) Building Societies Amendment Act 2004 (2004 No 24).