The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 692. Power of Commission to strike off defunct company
(1) The Commission may strike off the name of a company from the register of companies if—
(a) a special resolution has been passed by the company that the name of the company be struck off the register ;
(b) an application has been made to the Commission that the name of the company be struck off the register ;
(c) advertisement has been made in three national daily newspapers within 28 days of passing the resolution, calling for objections, if any, to the application ; and
(d) the Commission is satisfied that—
(i) the reasons given for the application are sufficient to justify the striking off,
(ii) the company has not commenced business and has no undischarged obligations, and
(iii) no reasonable objection has been received within 28 days of the publication of the advertisement mentioned in paragraph (c (2) Any person aggrieved by the striking off of the name of the company under this subsection may apply to the Court, at any time before the expiration of two years from the date of the striking off, and if the Court is satisfied that it is just to restore it to the register, the Court may order the name of the company to be so restored.
(3) Where the Commission observes or has reasonable cause to believe that a company is not carrying on business or has not been in operation for 10 years or has not complied with provisions of this Act for a consecutive period of 10 years, the Commission may cause to be published, in at least three national daily newspapers, a notice of its intention to strike off the company from the register.
(4) Where the Commission does not, within 90 days of the last publication, receive any response from the company that it is carrying on business or in operation, it may strike off the name of the company.
(5) Where a company has been struck off in accordance with the provisions of this section, the Commission shall cause to be published in at least three national daily newspapers, the name and date of the striking off of the company, provided that—
(a) the liability, if any, of every director, managing officer and member of the company shall continue and may be enforced as if the company has not been struck off ; and
(b) nothing in this subsection shall affect the power of the Court to wind up a company the name of which has been struck off the register.
(6) Any company, member or creditor aggrieved by the striking off from the register under subsection (4) may apply to the Court, at any time before the expiration of 10 years from the publication of the notice under subsection (5), for an order restoring the company to the register, and if the Court is satisfied that, at the time of the striking off, the company was carrying on business or in operation, or that otherwise it is just to restore it to the register, the Court may order the name of the company to be restored to the register, and an order under this subsection may include any directions, the Court deems fit, and provision may be made therein for placing the company and all other persons in the same position, as nearly as may be, as if the name of the company had not been struck off the register, and upon delivery of an office copy to the Commission for registration, the order shall have effect according to its tenor, and may be registered accordingly.
(7) Any notice to a liquidator to be sent under this section may be addressed to the liquidator at his last known place of business, and any letter or notice to be sent under this section to a company may be addressed to the company at its registered or head office.
Section 693. Property of dissolved company to be declared as bona vacantia
Where a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution, including leasehold property (but not including property held by the company on trust for any other person) shall, subject and without prejudice to any order which may at any time be made by the Court under section 691 or 692 of this Act, be deemed to be vested in the State without further assurance, as bona vacantia.
What this means
Short answer
The Commission can strike a company off the register in two ways: on the company’s own application, after a special resolution and a newspaper advertisement, or on its own initiative where the company is not carrying on business, has not been in operation, or has not complied with the Act for 10 consecutive years (section 692).
Striking off at the company’s request
Under section 692(1), the Commission may strike a company’s name off the register if all of these are met:
- the company has passed a special resolution that its name be struck off;
- an application has been made to the Commission;
- an advertisement calling for objections has been published in three national daily newspapers within 28 days of passing the resolution; and
- the Commission is satisfied that the reasons are sufficient, that the company has not commenced business and has no undischarged obligations, and that no reasonable objection was received within 28 days of the advertisement.
A person aggrieved by a striking off of this kind can apply to the court within two years of the date of striking off, and the court may restore the company if it is just to do so (section 692(2)).
Striking off by the Commission
Where the Commission observes, or has reasonable cause to believe, that a company is not carrying on business, has not been in operation for 10 years, or has not complied with the Act for a consecutive period of 10 years, it may publish a notice of its intention to strike the company off in at least three national daily newspapers (section 692(3)). If it receives no response from the company, within 90 days of the last publication, that the company is carrying on business or in operation, it may strike the name off (section 692(4)).
This links to annual returns. Failure to file annual returns for a consecutive period of 10 years is a ground for striking off (section 425(3)). See annual returns and penalties.
What happens after a company is struck off
- The Commission publishes the company’s name and the date of striking off in at least three national daily newspapers (section 692(5)).
- The liability of every director, managing officer and member continues and can be enforced as if the company had not been struck off (section 692(5)(a)).
- The court can still wind up a company that has been struck off (section 692(5)(b)).
- When a company is dissolved, its property and rights, other than property it held on trust for others, are deemed vested in the State as bona vacantia, subject to any court order under section 691 or 692 (section 693).
Restoring a company to the register
A company, member or creditor aggrieved by a striking off by the Commission under section 692(4) can apply to the court at any time before 10 years from the publication of the notice of striking off. The court may restore the name if, when it was struck off, the company was carrying on business or in operation, or if it is otherwise just to do so. The order may include directions to put the company and others in the position they would have been in had the name not been struck off, and takes effect once an office copy is delivered to the Commission (section 692(6)).
Separately, where a company has been dissolved, the court can declare the dissolution void within two years of the dissolution, on the application of the liquidator or another interested person (section 691).
Limited liability partnerships
Section 793 lets the Commission strike a defunct limited liability partnership off its register using the procedure in section 692.
Questions and answers
How long can a company go without filing before it is struck off?
Failing to file annual returns for 10 consecutive years is a ground for striking off (sections 425(3) and 692(3)). The Commission must first publish a notice and wait 90 days for a response (section 692(3) and (4)).
Can a struck-off company be restored?
Yes. Where the Commission struck it off, a company, member or creditor can apply to the court within 10 years of the publication of the notice. For a voluntary striking off, the time limit is two years (section 692(2) and (6)).
Are directors still liable after a company is struck off?
Yes. The liability of every director, managing officer and member continues and can be enforced as if the company had not been struck off (section 692(5)(a)).
What happens to a dissolved company’s property?
It is deemed vested in the State as bona vacantia, apart from property held on trust for others and subject to court orders (section 693).
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