Where the Registrar of Companies is satisfied that a company should be removed from the register public notice of that intention is provided. After the company is struck off, the public details about that company will remain visible on the register, but the current status of the company will show as ‘Struck Off.’

Reasons for being struck off

A company may close for many reasons. A company might close once it has ceased trading, failed to submit required filings or if it has become insolvent or completed liquidation.

Removal for failure to submit required filings

A company may be removed by the Registrar for failing to comply with the Act, including the failure to make certain filings. Most commonly this results from the failure to file an annual return.

Insolvency

Your company is insolvent if either:

• It is unable to pay its debts as they fall due for payment, or
• Its liabilities (debts), including contingent liabilities exceed the value of its assets (what it owns)

As soon as the directors and/or shareholders become aware the company is insolvent, they need to decide whether the company should continue to trade or appoint a liquidator. By continuing to trade they are placing themselves at risk of being made personally liable to creditors for any further deterioration in the company’s financial position. This is why it is important to keep your accounting records up to date. Regular financial reports will reveal if the company is solvent or insolvent.

Voluntary removal

If you wish to remove your company from the Register you must complete the prescribed form (Form 15) and send it to the Registrar. You will also need to file:

• A written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being removed from the register;
• A copy of the special resolution of shareholders under section 327(1)(d)(i) of the Companies Act 1995; and
• A copy of the public notice required under section 329(2) Companies Act 1995 that reflects the date of its publication.

You will also need to make sure that all of your company filing requirements are up to date with the companies office before you can remove it. This information includes director and shareholder details, address information and any back due Annual Returns, together with fees and penalties, if any.