Companies Act · 2021 Revised Edition · Part 6
287A. Power of Registrar to strike defunct company off register
Official textFrom Attorney General's Chambers, unchanged
Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, he may send to the company by post a letter to that effect and stating that if an answer showing cause to the contrary is not received within 30 days from the date thereof, a notice shall be published in the Gazette with a view to striking the name of the company off the register.
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
Without prejudice to the generality of subsection (I), in determining whether there is reasonable ground to believe that a company is not carrying on business, the Registrar may have regard to such conditions as may be prescribed.
Unless the Registrar receives an answer within one month from the date of the letter to the effect that the company is carrying on business or is in operation, he may publish in the Gazette and send to the company by registered post, a notice that at the expiration of 3 months from the date of that notice, the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.
If in any case where a company is being wound up and the
Registrar has reasonable cause to believe that -
no liquidator is acting;
the affairs of the company are fully wound up and for a period of 6 months the liquidator has been in default in lodging any return required to be made by him; or
the affairs of the company have been fully wound up by the Court under Chapter VI of Part V of the Insolvency Order,
2016 (S 112016) and there are no assets or the assets available are
190 CAP. 39
Companies not sufficient to pay the costs of obtaining an order of the Court dissolving the company, he may publish in the Gazette and send to the company or the liquidator, if any, a notice to the same effect as that referred to in subsection (3).
Where the Registrar is of the opinion that -
the registered office of a company or the name and address of a liquidator or subscriber to the memorandum of association of a company cannot be ascertained; or
letter or notice to be sent under subsection (I), (3) or (4)
is unlikely to be received by the person to whom it would be directed, it shall be sufficient compliance with the provisions of those subsections if the Registrar publishes in the Gazette a notice stating that at the expiration of 3 months from the date of the publication of such notice the name of the company mentioned therein shall, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.
At the expiration of the time mentioned in the notice, the
Registrar -
may, unless cause to the contrary is previously shown, strike the name of the company off the register; and
shall publish notice thereof in the Gazette, and on the publication in the Gazette of the notice the company shall be dissolved; but -
the liability, if any, of every officer and member of the company shall continue and may be enforced as if the company had not been dissolved; and
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.
Companies
CAP. 39 191
a
If any person feels aggrieved by the name of the company having been struck off the register, the Court may on an application made by the person at any time within 15 years after the name of the company has been so struck off, if satisfied -
that the company was at the time of the striking off carrying on business or in operation; or
otherwise that it is just that the name of the company be restored to the register, order the name of the company to be restored to the register.
On a copy of the order being lodged with the Registrar, the company is deemed to have continued in existence as if its name had not been struck off, and the Court may by the order give such directions and make such provisions as seem just 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.
A notice to be sent under this section to a liquidator may be addressed to the liquidator at his last known place of business, and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office or, if no office has been registered, to the care of some officer of the company, or, if there is no officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who subscribed to the memorandum of the company addressed to him at the address mentioned in the memorandum.
place of business
"place of business" includes a share transfer or share registration ofice;
The Registrar shall ensure that -
such particulars of the company referred to in subsection (1) and of his belief that the company is not carrying on business or is not in operation, as he may determine, is sent to -
the Collector of Income Tax appointed under the
Income Tax Act (Chapter 35); and
'
192 CAP. 39
Companies
the Tabung Amanah Pekerja Board established by the Tabung Amanah Pekerja Board Order, 2016
(S 2/20 16); and
[S 3 7/202 01
the substance of the notices to be published in the
Gazette referred to in subsections (3), (4) and (5) is also published by the Registrar in such other manner as the Registrar thinks appropriate.
Terms defined in this Act
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
officer
Defined · s 2"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
place of business
Defined · s 307"place of business" includes a share transfer or share registration ofice;
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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