Section 324 of the Companies Act 1993 provides that property belonging to a company vests in the Crown with effect from the removal of the company from the Companies Register. Similar provisions exist in previous Companies Acts and, depending on when the company was removed from the Companies Register, may apply. This guidance refers only to the most recent Companies Act.
If you are dealing with an ownerless property situation, there are several options available to deal with the property.
Restoration to the Companies Register
Where property vests in the Crown pursuant to the Companies Act 1993 and someone wishes to deal with that property, the simplest means of doing so may be to have the company restored to the Companies Register.
Section 331 of the Companies Act 1993 provides that, on a company’s restoration to the Companies Register, property which had vested in the Crown under section 324 re-vests in the company as if the company had not been removed from the Register.
Details on restoring a company to the Companies Register can be found at www.business.govt.nz.
If restoration of the company to the Companies Register is not practicable, an application may be made to the High Court for an order vesting the property in the applicant under section 324(4) of the Companies Act 1993.
The Treasury is not able to assist with or advise on the merits of an application for a vesting order, as that is a matter for the Court to determine. When the Treasury receives notice of an application for a vesting order in relation to ownerless property it generally takes a neutral stance. The Treasury’s usual approach is to provide an applicant with a letter confirming it has no objection to the application for a vesting order and will abide the decision of the Court.
Exercise of Crown’s Discretion
If a company restoration or a vesting order is not practicable, the Treasury may exercise its discretion and deal with the property as requested by the applicant. Prior to doing so The Treasury must be satisfied that the property has vested in the Crown as “ownerless property” and that dealing with the property in the requested way will not lead to other parties having or bringing claims against the Crown.