NZ Company Annual Return Overdue: What Happens and How to Fix It (2026)

What Is the NZ Company Annual Return?

Every company registered in New Zealand must file an annual return with the Companies Register once per year. The annual return confirms your company's details — registered address, directors, shareholders — are correct and up to date. It is not a financial return or tax filing; it simply confirms your company still exists and is actively maintained.

The filing fee is NZ$45.74 online (or NZ$121.68 if filed by paper). It must be filed within 20 working days after the company's annual return month, which is the anniversary month of incorporation.

What Happens If Your Annual Return Is Overdue?

If you miss the annual return filing deadline, the Registrar of Companies follows a specific process:

1. Late notice issued — The Companies Register sends a reminder notice to the registered address and any directors with registered email addresses.
2. Strike-off notice — If the return is still not filed, the Registrar publishes a notice of intention to remove the company from the register. This notice appears in the New Zealand Gazette and gives the company a final warning period (typically 20 working days).
3. Removal from register — If no action is taken, the company is struck off the New Zealand Companies Register. Once removed, the company legally ceases to exist. Any assets owned by the company at the time of removal vest in the Crown.

The Registrar does not charge a late fee for overdue annual returns, but the removal risk is severe — particularly if the company owns property, intellectual property, or is party to contracts.

How Long Do You Have to Fix It?

Once a company has been struck off, it can be reinstated — but the process is more complex and costly than simply filing on time:

• Within 20 working days of removal: the Registrar may reinstate administratively if the return is filed immediately and fees are paid.
• Within 5 years of removal: a director or shareholder can apply to the Registrar for reinstatement. You will need to file any outstanding annual returns and pay all fees.
• After 5 years: reinstatement requires a court order, which is significantly more expensive and time-consuming.

If your company has been struck off and owned assets — particularly property or bank accounts — legal advice is essential before applying for reinstatement, as any assets may have vested in the Crown in the interim.

How to File an Overdue Annual Return

Filing an overdue annual return follows the same process as a normal filing:

1. Log in to the NZ Companies Register using your RealMe login or Companies Register account.
2. Search for your company and select "File Annual Return" from the company dashboard.
3. Confirm or update your registered office address, director details, and shareholder details.
4. Pay the filing fee of NZ$45.74 by credit or debit card.

If the company has already received a strike-off notice, file the annual return immediately and then contact the Companies Register to confirm the removal process is halted.

How to Avoid This in Future

The most common reason companies miss their annual return is that directors forget it is due. Unlike IRD obligations, the Companies Register does not send automated reminders through tax agents — the responsibility is on the company itself.

Simple prevention strategies:

• Set a calendar reminder on the anniversary of your incorporation date, giving yourself a week's buffer before the 20 working day deadline.
• Use the FreshFirms Annual Return Calculator at freshfirms.nz/annual-return — enter your incorporation date and it calculates your exact filing deadline and days remaining.
• Ask your accountant to manage it — most NZ accounting firms will file annual returns as part of their annual compliance package.
• Register a company email address at the Companies Register so you receive reminder notices.

If Your Company Was Struck Off: What to Do

If you discover your company has been removed from the register:

1. Do not attempt to trade or enter contracts using the struck-off company name — this can create personal liability for directors.
2. Contact a lawyer or accountant immediately to assess the situation, particularly if the company owned assets.
3. Apply for reinstatement by filing all outstanding annual returns and paying the outstanding fees. The Registrar's reinstatement form is available on the Companies Register website.
4. If the reinstatement is accepted, the company is restored to the register as if it had never been removed.

Need Help With Company Compliance?

If you are a new company director and want to make sure you stay on top of your annual return and other compliance obligations, connecting with a qualified NZ accountant or company secretary is the most cost-effective way to avoid these issues.

Use the FreshFirms Annual Return Date Calculator — free