Liquidation

Liquidation services Auckland

Liquidation

What is liquidation?
Liquidation is the process used to end a company’s life, its legal existence is at the end of the liquidation bought to an end.

When do liquidations begin?
Liquidation occurs when a liquidator is appointed to the entity by those who have the legal authority to appoint the liquidator.

What does a liquidator do?
The liquidator’s role is to identify, take possession of and realise the assets of the liquidated company in order to maximise the return to creditors. Sometimes this involves selling the business as a going concern, in which case the liquidator will trade the business until the sale process is completed. Investigating the affairs of the Company is also an obligation of the liquidator.

There are two methods of entry into liquidation, voluntary or involuntary (Court appointed). Voluntary liquidations can be divided up into a solvent liquidation and insolvent liquidation.

  1. Solvent Liquidation – Voluntary:
    A solvent liquidation occurs when it is decided to appoint a liquidator and the directors declare that their company will be able to pay all of its debts (including taxes). A certificate of solvency is signed by the directors.
    What are the benefits of a solvent liquidation?
    The significant benefits of a solvent liquidation are:
    • If capital is to be returned, it can generally be returned more quickly than compared to an insolvent liquidation; and
    • Capital returned to shareholders during the course of the liquidation will not be liable to income tax, however if the capital had been returned prior to liquidation then the distribution could result in for income tax being payable.
    What are the risks of signing a solvency certificate?
    Directors who sign certificates of solvency when the company is not solvent run the risk of prosecution and personal liability for the debts of the entity. Where any doubt exists, it is best to be cautious and not sign a certificate of solvency.

  2. Insolvent Liquidation – Voluntary; When those who have the authority to appoint a liquidator to an entity, decide to do so because the entity is under financial stress and can no longer pay or is unlikely to be able to pay its due debts. The earlier advice is sought from Norrie & Daughters the better, other options including some good advice may be all that is needed to avoid liquidation, however sometimes it is inevitable and is the best option.

    What are the Risks of Trading Insolvently?
    If an entity trades whilst it is unable to pay its debts as they fall legally due and liabilities exceed assets, then the onus falls on the shareholders and directors to take proactive action and appoint a liquidator. Failure to do can create severe consequences including personal liability for the entity’s debts and prosecution for reckless trading.

    What are the Benefits of Appointing a Liquidator?
    Provided the entity has not traded in a reckless manner the first benefit is significantly reduced risk for directors and shareholders. Voluntary liquidation generally will produce a better result than a court or creditor appointed liquidator and in some cases Norrie & Daughters has managed to obtain a dividend for shareholders.

    Are there limitations on when authorised persons can appoint a liquidator?
    Yes, if an application has been filed to have a liquidator appointed to your entity by the Court then you have 10 working days from when the application is served on the entity to appoint a liquidator.

  3. Court Appointed Liquidator – Involuntary: The Court can appoint a liquidator for a number of reasons, the most common being the inability to pay its debts. Other reasons include shareholder disputes, provision of false information to the registrar, no director or a director that does not live in New Zealand or is not a director in an approved country with a law that is equivalent to the Companies Act 1993 or for any other reason the Court considers just and equitable.
    A liquidator can also be appointed by creditors at a watershed meeting.

    What is the bad news of having a Court appointed liquidator? A liquidator’s role is the same, whether shareholder or Court appointed however a Court appointed liquidator can for a number of reasons be more incentivised to find recoveries from directors and shareholders. This can be particularly so where the agency requesting the Court to appoint a certain liquidator is not funding the costs of the liquidation. Another consideration is your own perception of how a Court ordered liquidation may affect your professional and possibly personal relationships compared to a voluntary liquidation.

A liquidator is appointed, often by shareholders when the company cannot pay its due debts as and when due for payment (insolvent). Creditors can appoint a liquidator at a watershed meeting or through the court and have a court appointed liquidator take control of the company. Directors of the company can appoint a liquidator if the circumstances exist to do so.

There are restrictions on when shareholders or directors can appoint a liquidator, if an application to have the company put into liquidation has been made to the court then shareholders have a window of 10 working days after service of the application on the company to do so.

The role of the liquidator involves identifying, taking possession of and realising the assets of the liquidated company so as to maximise the return to creditors and investigating the affairs of the Company.

There are risks in continuing to trade insolvently are significant and should not be underestimated. Professional advice should be sought if you suspect your company is close to or at the point of trading insolvently.

Norrie & Daughters can provide the answers to your questions and provide a liquidator.

The Benefits of Using Norrie & Daughters

Liquidation service Auckland

Quality & Experience

  • Chartered Accountants Australia & New Zealand Accredited insolvency practitioners
  • Free 1 hour meeting to be briefed on your situation
  • Experience and sound advice in all aspects of corporate Insolvency
  • New Zealand and cross border insolvency assignments including assignments involving European countries, Asia and South America including tax havens.

Results

  • We have successfully implemented schemes of arrangement involving significant debt including bank and tax debt and avoided the liquidation of the company’s.
  • Proven record in obtaining results for creditors from setting aside voidable transactions, reckless trading and similar actions.
  • We have successfully acted for debtors, directors and shareholders against claims by other liquidators against them
Liquidation service Auckland
Liquidation service Auckland

Services

  • Insolvency advice
  • Provision of an Administrator
  • Acting as a receiver
  • Assisting in preparing and securing Informal Arrangements
  • Assisting in preparing and securing Compromises, Amalgamations and Schemes of Arrangement under the Companies Act 1993
  • Providing a liquidator for solvent liquidations
  • Acting for Directors, Shareholders and Creditors against other Liquidator claims
  • Expert witness

To learn more about the services we offer to clients both in New Zealand and overseas

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