The Treasury (on behalf of the Crown) can discharge a mortgage held in the name of a removed company.
To make an application, please provide the following:
- A statutory declaration by a director of the removed company ("the Company") (or someone else associated with the Company) at the time the Company was removed which includes:
1.1 details of the circumstances surrounding the giving and repaying of the mortgage;
1.2 details of the circumstances surrounding the removal of the Company without first discharging the mortgage;
1.3 a declaration that the Company held the mortgage in its own right and not on trust for any other body corporate or any other person; and
1.4 a declaration that all debts secured by the mortgage have been repaid.
If you are unable to locate anyone associated with the Company at the time it was removed we may accept a statutory declaration from someone else with knowledge of the matter. However, their statutory declaration will also need to include details of the steps taken to contact the former director(s) of the Company.
- An application form requesting the Crown deal with the matter pursuant to the relevant section of the Companies Act 1993 or Companies Act 1955, together with an indemnity from the applicant in favour of the Crown in respect of all or any liability that may be incurred by the Crown in respect of actions taken in obtaining a discharge of the mortgage.
- A copy of the mortgage filed in the Land Transfer Office and a copy of the certificate of title to which the mortgage relates.
- Evidence that the debt secured by the mortgage has been repaid (where possible).
- Extracts from the Companies Office for the Company showing when it was registered and when it was removed.
- Your undertaking to pay our fee ($400 inclusive of GST) and to reimburse any advertising costs and other disbursements we need to incur in connection with this matter. We are entitled to recover our costs pursuant to section 75(2) of the Public Finance Act 1989.
Provided that we find the above documents to be satisfactory we are then required to give notice of the mortgage vesting in the Crown in the NZ Gazette and in a newspaper circulating in the area in which the Company’s place of business or registered office was located. Assuming we receive no responses to our notice of vesting, we will then execute an application to the District Land Registrar to have the Crown registered as mortgagee together with a discharge of the mortgage. These documents will then be forwarded to you and will need to be registered electronically. We will provide an Authority and Instruction form in favour of the registering law firm to allow this to occur.
As an alternative to seeking a discharge of the mortgage by the Crown you may also wish to consider an application to restore the Company to the register. In some circumstances this can be a faster and cheaper process than seeking a discharge. For more information, see How to deal with property of a company removed from the Companies Register.
Template forms of the statutory declaration and the application and indemnity are available below.
Statutory Declaration - Mortgage (Word, 28KB)
Application and Indemnity - Mortgage (Word, 28KB)
If you have any specific questions not covered, please email [email protected].