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

[2025] NZHC 3225

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.