Companies can stop being a qualifying company by choice or automatically.
Stopping by choice
A company can stop being a qualifying company by filling out a Revocation of qualifying company election - IR437 form.
This choice can be made by either:
- a board of directors
- any one shareholder who previously chose for the company to be a qualifying company.
When a company stops meeting one of the qualifying company requirements, it automatically stops being a qualifying company from the start of the income year that the event occurred in.
Companies may also lose their qualifying company status when they do not file a valid re-election form by the due date.
If a company stops being a qualifying company because of a shareholding change and still meets the criteria to re-elect, they should file the re-election form as soon as possible. The company or a tax agent should tell us about what happened to stop the company from being eligible.
If a qualifying company has a change in control - meaning the shareholders' voting interests change by more than 50% in a year - it stops being a qualifying company. Control is measured using a shareholder continuity test. The qualifying company's shareholders must maintain minimum voting interests.
Companies that do not meet qualifying company requirements for a whole year will not be able to become a qualifying company again.
Liquidating or winding up a qualifying company
If a qualifying company is removed from the Companies register it's technically no longer a company or a qualifying company. However, if the company is later restored to the Companies register and it still meets the eligibility requirements, it will still be considered a qualifying company too.
For more information check out our Qualifying companies guide - IR435.