GUIDE TO:
Remove Company from Register

HELP WITH STEPS

Important

  • This template is NOT for liquidation. It is to be used for voluntary removal of a company from the Companies Office register which is sometimes referred to as a short-form liquidation. 

Shareholder's Resolution - there are two

  • Their full legal names should be used, and for multiple shareholders please keep on the same line but separate their names with AND. Doing so will ensure their names are inserted into the later documents correctly (such as the resolution).

  • The first Shareholder's Resolution is to commence the work and begins the "liquidation" period as per  IRD PUBLIC RULING - BR Pub 14/09

  • The final Shareholder's Resolution is to be used to upload to the Companies Office.

Final Accounting

  • If there are revenue reserves, these will need to be distributed to shareholders and will be taxable i.e. declaring a dividend. Early advice to your client regarding tax they will need to pay is recommended.

  • Capital reserves (capital gains and share capital) are generally not taxable on liquidation.

  • A cleared balance sheet is required to submit to IRD

Paying the invoice

  • The client should pay the fee at the start of the process so the payment can be included in the final GST return and accounts. 

File Company Annual Return

  • The company annual return must be up to date in order to proceed with the removal.

What to send IRD

  • You will need to attach a copy of the final Profit & Loss and Balance Sheet when you request a no-objection letter from IRD. The best method for this is by secure message in MyIR using the suggested text in the workpaper. You may need to ask the client to email you a copy of the letter if they receive it directly by post.

 
 
 

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