Chief Executive of the Ministry for the Environment v Registrar of Companies

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2025-404-2406

[2025] NZHC 3225

UNDER Sections 321(d) and 323 of the Companies Act 1993

IN THE MATTER

of an application for an order that a company not be removed from the register of companies

BETWEEN

CHIEF EXECUTIVE OF THE MINISTRY FOR THE ENVIRONMENT

Applicant

AND

THE REGISTRAR OF COMPANIES

Respondent

Hearing: On the papers

Counsel:

A B Goosen and K F Gaskell

Date of judgment:

28 October 2025

JUDGMENT OF JAGOSE J

This judgment was delivered by me on 28 October 2025 at 4.00pm.
Pursuant to Rule 11.5 of the High Court Rules.

………………………… Registrar/Deputy Registrar

Solicitors:
Crown Law, Wellington

CHIEF EXECUTIVE OF THE MINISTRY FOR THE ENVIRONMENT v THE REGISTRAR OF COMPANIES [2025] NZHC 3225 [28 October 2025]

[1] As duty judge, I have today been provided the Chief Executive’s 20 August 2025 applications for leave to commence proceedings by originating application and, if successful, for an order Bradwood Forest Limited (the company) not be removed from the New Zealand register as the registrar proposes, on grounds the Chief Executive is a creditor with an undischarged claim against the company and may pursue legal action to recover its debt.1 The registrar consents.

[2] The substantive application precisely reflects the exceptional type of case for which the originating application is apt.2 It arises under a specific statutory provision. The order sought is clearly defined and confined. Factual issues are not in dispute. Except for the application for permission to commence proceedings by originating application, no other interlocutory applications are apparent. There is precedent.3 The exception is justified. It then is in the interests of justice to permit the Chief Executive to commence its proceeding by originating application. I do so.

[3] I have evidence the Chief Executive has an undischarged claim against the company in respect of its obligation to surrender or repay New Zealand units under ss 123 and 125 of the Climate Change Response Act 2002, recoverable as a debt under s 159. Under s 323(2) of the Companies Act 1993, I therefore am satisfied the company should not be removed from the register on the ground proffered by the Chief Executive.

[4]I therefore order the company is not to be removed from the register.

—Jagose J

1      Companies Act 1993, s 321(1)(d).
2      Fisk v [E] Ltd [2014] NZHC 2797 at [18] citing Groves v TSSN Ltd (in Liq) [2012] NZHC 2402, [2013] 1 NZLR 111 at [25], and Hong Kong and Shanghai Banking Corporation v Erceg (2010) 20 PRNZ 652 (HC) at [26]. See also Public Trust v Kain [2018] NZHC 1547 at [35].
3      ICL Assets Ltd v Registrar of Companies [2025] NZHC 112; Beneficial Insurance Ltd v The Registrar of Companies [2017] NZHC 2437 and Singliworld Pte Ltd v The Registrar of Companies [2016] NZHC 628.

CaseChat Overview and Summary

In the case of Chief Executive of the Ministry for the Environment v Registrar of Companies, the Chief Executive of the Ministry for the Environment sought an order preventing the removal of Bradwood Forest Limited from the register of companies. The application was brought under Sections 321(d) and 323 of the Companies Act 1993, and it was argued that Bradwood Forest Limited should remain on the register due to an undischarged claim held by the Chief Executive. The Registrar of Companies consented to the application.

The primary legal issue before the court was whether Bradwood Forest Limited should be removed from the register of companies due to the undischarged claim held by the Chief Executive. This hinged on the interpretation and application of Section 323 of the Companies Act 1993, which provides that a company should not be removed from the register if it is proposed to do so on the ground that a creditor has an undischarged claim against it. The court had to determine whether the Chief Executive’s claim against Bradwood Forest Limited qualified as an undischarged claim under the relevant provisions of the Act.

The court found that the Chief Executive had an undischarged claim against Bradwood Forest Limited related to obligations under the Climate Change Response Act 2002. This claim was recoverable as a debt, satisfying the conditions set out in Section 323(2) of the Companies Act 1993. Consequently, the court concluded that it was in the interests of justice for Bradwood Forest Limited to remain on the register to prevent the potential loss of the Chief Executive's claim. The court granted the order requested, ensuring that Bradwood Forest Limited would not be removed from the register.

In summary, the court upheld the Chief Executive's application, preventing Bradwood Forest Limited from being removed from the register of companies based on the undischarged claim held against it. The decision was grounded in the statutory provisions of the Companies Act 1993, which safeguard the rights of creditors with undischarged claims.

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established

UNDER	Sections 321(d) and 323 of the Companies Act 1993
IN THE MATTER	of an application for an order that a company not be removed from the register of companies
BETWEEN	CHIEF EXECUTIVE OF THE MINISTRY FOR THE ENVIRONMENT Applicant
AND	THE REGISTRAR OF COMPANIES Respondent

Hearing:	On the papers
Counsel:	A B Goosen and K F Gaskell
Date of judgment:	28 October 2025