Companies Act 1993

319 Notice of intention to remove company under paragraph (aaa), (b), (ba), (bb), (bc), (bd), or (f) of section 318(1)

(1)

Before a company can be removed from the New Zealand register under section 318(1)(aaa), (b), (ba), (bb), (bc), (bd), or (f), the Registrar must—

(a)

give notice to the company in accordance with subsection (2); and

(b)

give notice of the matters set out in subsection (3) to any person who is entitled to a security interest in respect of which a financing statement has been registered under the Personal Property Securities Act 1999; and

(c)

give public notice of the matters set out in subsection (3).

(2)

The notice to be given under subsection (1)(a) must state the section under, and the grounds on which, it is intended to remove the company from the New Zealand register and must include the following information in respect of the relevant grounds:

(a)

if section 318(1)(aaa) applies, that the company will be removed from the New Zealand register unless—

(i)

the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

(ii)

by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that it complies with section 10:

(b)

if section 318(1)(b) applies, that the company will be removed from the New Zealand register unless—

(i)

the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

(ii)

by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that it is carrying on business or that there is a proper reason for it to continue in existence:

(c)

if section 318(1)(ba) applies, that the company will be removed from the New Zealand register unless—

(i)

the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

(ii)

by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company (by notice in writing)—

(A)

responds to the requirement made under section 365(1)(caaa) or (c) to the Registrar’s satisfaction; or

(B)

satisfies the Registrar that there is a proper reason for it to continue in existence:

(d)

if section 318(1)(bb) applies, that the company will be removed from the New Zealand register unless—

(i)

the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

(ii)

by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that—

(A)

information has been disclosed as required by the Registrar under section 365F or 365G (in accordance with any specification under section 365H); or

(B)

there is a proper reason for the company to continue in existence:

(e)

if section 318(1)(bc) applies, that the company will be removed from the New Zealand register unless—

(i)

the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

(ii)

by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that—

(A)

the information provided is accurate; or

(B)

the inaccurate information was provided unintentionally; or

(C)

accurate information has since been supplied; or

(D)

there is a proper reason for the company to continue in existence:

(f)

if section 318(1)(bd) applies, that the company will be removed from the New Zealand register unless—

(i)

the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

(ii)

by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that—

(A)

there has been no persistent or serious failure to comply with duties relating to the company under this Act or the Financial Reporting Act 1993; or

(B)

there is a proper reason for the company to continue in existence:

(g)

if section 318(1)(f) applies, that the company will be removed from the New Zealand register unless the fee prescribed by regulations for the application for registration of the company under section 12 is paid in full to the Registrar within 20 working days after the date of the notice.

(3)

The notice to be given under paragraph (b) and paragraph (c) of subsection (1) must specify—

(a)

the name of the company; and

(b)

the section under, and the grounds on which, it is intended to remove the company from the New Zealand register; and

(c)

if section 318(1)(aaa), (b), (ba), (bb), (bc), or (bd) applies, the date by which an objection to the removal under section 321 must be delivered to the Registrar, which shall not be less than 20 working days after the date of the notice.

Section 319 heading: amended, on 1 May 2015, by section 39(1) of the Companies Amendment Act 2014 (2014 No 46).

Section 319(1): amended, on 1 May 2015, by section 39(2) of the Companies Amendment Act 2014 (2014 No 46).

Section 319(1): amended, on 15 April 2004, by section 16(2) of the Companies Amendment Act (No 2) 2004 (2004 No 24).

Section 319(1)(b): replaced, on 1 May 2002, by section 191(1) of the Personal Property Securities Act 1999 (1999 No 126).

Section 319(2): replaced, on 1 May 2015, by section 39(3) of the Companies Amendment Act 2014 (2014 No 46).

Section 319(3)(a): amended, on 30 June 1997, by section 19 of the Companies Act 1993 Amendment Act 1997 (1997 No 27).

Section 319(3)(c): amended, on 1 May 2015, by section 39(4) of the Companies Amendment Act 2014 (2014 No 46).

Section 319(3)(c): amended, on 15 April 2004, by section 16(5) of the Companies Amendment Act (No 2) 2004 (2004 No 24).