How to Dissolve or Strike Off a New Zealand Company

Every year, thousands of NZ company directors decide it is time to close their company. Whether the business has run its course, a new structure makes more sense, or the venture did not go as planned, dissolving a company properly protects you from ongoing filing obligations and potential liability.

This guide explains the two main ways to close a NZ company, the steps involved, and the critical things to do before you start the process.

The Two Ways to Close a NZ Company

1. Voluntary Removal (Strike Off)

Voluntary removal is the simplest way to close a company that has finished trading, has no debts, and has dealt with all its assets and liabilities. You apply to the Registrar of Companies to have the company removed from the register.

This process is appropriate when:

The company has stopped trading
All debts and liabilities have been paid or settled
There are no assets remaining in the company
All tax obligations to Inland Revenue are up to date

2. Liquidation

Liquidation (also called winding up) is required when a company has assets, debts, or ongoing contracts to deal with. A liquidator is appointed to realise the assets, pay creditors in the correct order, and distribute any surplus to shareholders before the company is removed from the register.

Liquidation can be voluntary (directors and shareholders decide to close) or court-ordered (a creditor applies to the court when a company cannot pay its debts).

Before You Start: Things to Do First

Rushing the closure process can create problems that follow you personally. Before applying for removal or liquidation, work through this checklist:

File all outstanding tax returns with Inland Revenue, including final GST and income tax returns.
Pay all IRD obligations. PAYE, GST, and income tax debts must be settled before the company can be removed. The IRD is notified of every voluntary removal application and will object if there are outstanding amounts.
Cancel GST registration if the company was GST registered. A final GST return will be required.
Deregister as an employer if the company employed staff.
Settle all creditor debts. Suppliers, contractors, landlords, and lenders must all be paid or formally released from obligations.
Deal with company assets. Transfer, sell, or distribute any remaining assets to shareholders before applying for removal. Assets left inside a dissolved company can become ownerless property (bona vacantia).
Cancel business insurance, leases, and contracts. Give proper notice to terminate any ongoing agreements.

How to Apply for Voluntary Removal

Once everything above is complete, the voluntary removal process works like this:

All shareholders (or a majority, depending on the company constitution) pass a resolution to remove the company from the register.
The directors complete and file an application for voluntary removal through the Companies Register online portal at companiesoffice.govt.nz.
The Registrar notifies the IRD and other government agencies. If no objection is received within 20 working days, the company is removed from the register.
A notice of removal is published in the NZ Gazette.

The Cost of Voluntary Removal

As at 2026, the Companies Register charges a fee for processing a voluntary removal application. Check the current fee schedule at companiesoffice.govt.nz before filing.

What Happens to Debts After a Company Is Removed

Removing a company from the register does not automatically discharge its debts. Creditors may be able to apply to the court to have the company restored to the register to pursue unpaid amounts. If the directors breached their duties before dissolution (for example, by distributing assets while debts remained unpaid), they may face personal liability.

Getting Help

Company dissolution is straightforward when everything is in order, but the consequences of doing it incorrectly can be significant. Many business owners work with their accountant to finalise tax obligations and an accountant or lawyer to file the removal application.

If you are setting up a new company after closing an old one, or looking for accounting and legal advice, FreshFirms Connect can match you with a professional in your region.

Summary

To close a NZ company correctly: settle all debts and tax obligations, deal with assets, file a voluntary removal application through the Companies Register, and wait for the 20-working-day objection period to pass. Done properly, it is a clean process that leaves no loose ends.