Offences by Officers of Companies Penalty for Falsification of Books Frauds by Officers of Companies Liability where Proper Accounts Responsibility of Directors Power of Court to Assess Prosecution of Delinquent Officers Disqualification for Appointment Corrupt Inducement Enforcement of Duty of Liquidator Notification on Company Liquidation Exemption of Certain Documents Books of Company to be Evidence Disposal of Books and Papers Pending Liquidations Unclaimed Assets to be Paid Resolutions Passed at Meetings Meetings to Ascertain Wishes Affidavits, &c. Power of Court to Declare Dissolution Repealed 30 of 1999 s. 18 Government Disclaimer of Property Effect of Government Disclaimer Repealed 30 of 1999 s. 21 Striking Defunct Company Power of Court to Order Company Application for Deregistration Reinstatement Registrar to Act as Representative Property and Books etc. Effect on Section 292 Companies Liquidation Account Investment of Surplus Funds Accounts of Particular Estates General Rules and Fees Disqualification for Appointment Disqualification of Undischarged Power to Appoint Official Receiver Receivers Appointed out of Court Notification Power of Court to Fix Remuneration Provisions as to Information Special Provisions as to Statement Delivery to Registrar of Accounts Enforcement of Duty of Receiver Construction of References Registration Offices Protection of Registrar etc. Fees Inspection, Production and Evidence Authentication of Documents Enforcement of Duties: Ordinance Application to Companies Formed Application to Companies Registered Companies re-Registered Companies Capable Definition of Joint Stock Company Registration: Joint Stock Companies Other than Joint Stock Companies Authentication of Statements Registrar May Require Evidence Exemption of Certain Companies Addition of "Limited" etc., to Name Certificate of Registration Vesting of Property on Registration Saving for Existing Liabilities Continuation of Existing Actions Effect of Registration Power to Substitute Memorandum Power of Court to Stay Actions on Winding-up Order Meaning of Unregistered Companies Winding up of Unregistered Oversea Companies May be Contributories in Winding up Power to Restrain Proceeding Actions Stayed on Winding-up Provisions of Part X Cumulative Saving for Enactments Application of Part XI Documents, etc. to be Delivered Continuing Obligation in Respect Termination of Registration Registrar to Keep an Index Return to be Delivered to Registrar Accounts of Oversea Company Obligation to State Name Notice of Commencement Regulation of Use of Corporate Service of Documents on Oversea Notice to be Given Removal etc. of Name Penalties Interpretation of Part XI Dating of Prospectus and Particulars Exemption of Certain Persons Provisions as to Expert's Consent Registration of Prospectus Amendment of Prospectus Prospectus May Consist Submission of Certified Copies Penalty for Contravention Civil Liability for Misstatements Criminal Liability for Misstatements Interpretation of Provisions Dormant Companies Prohibition of Partnerships Documents Delivered to Registrar Power of Registrar to Accept Power of Registrar to Refuse Registrar not Responsible for Disposal of Documents Form of Registers etc. Power of Registrar to Keep Records Penalty for False Statements Penalty for Dishonest Destruction Penalty for Improper Use of "Limited" Obligation to Give Notice Injunctions Provision for Punishment Limitation on Commencement Production and Inspection of Books Application of Fines Saving as to Private Prosecutors Saving for Privileged Communications Service of Documents on Company Costs in Actions Power of Court to Grant Relief Power to Enforce Orders Power to Make Regulations Power to Amend Requirements Repealed 30 of 1999 s. 34 Power to Refuse Registration Power to Order Company Certain Sections not to Apply Vesting and Disposal of Property Provisions Applicable to Winding up Certain Sections to Apply Calls on Contributories Continuation of Legal Proceedings Obstruction of Official Receiver Control of Official Receiver Audit of Official Receiver's Accounts Protection of Official Receiver Companies to Which Part XI Applies Saving Saving II Saving III Savings and Transitional Transitional Application of the Amending
Chapter: 32  COMPANIES ORDINANCE

Section Num: 291  Version Date 30/06/1997

Registrar may strike defunct company off register

(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or in operation, he may send to the company by post a letter inquiring whether the company is carrying on business or in operation.

(2) If the Registrar does not within 1 month of sending the letter receive any answer thereto, he shall within 14 days after the expiration of the month send to the company by post a registered letter referring to the first letter, and stating that no answer thereto has been received, and that if an answer is not received to the second letter within 1 month from the date thereof, a notice will be published in the Gazette with a view to striking the name of the company off the register.  (Amended 1 of 1949 s. 19)

(3) If the Registrar either receives an answer to the effect that the company is not carrying on business or in operation, or does not within 1 month after sending the second letter receive any answer, he may publish in the Gazette and send to the company by 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.  (Amended 1 of 1949 s. 19)

(4) If, in any case where a company is being wound up, the Registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of 6 consecutive months, the Registrar shall publish in the Gazette and send to the company or the liquidator, if any, a like notice as is provided in subsection (3).  (Amended 1 of 1949 s. 19)

(5) 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 the Registrar is of the opinion that a letter or notice to be sent under subsection (1), (2), (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 the said subsections if the Registrar shall publish 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 will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.  (Added 15 of 1955 s. 8)

(6) At the expiration of the time specified in any notice referred to in subsection (3), (4) or (5) the Registrar may, unless cause to the contrary is previously shown, strike its name off the register, and shall publish notice thereof in the Gazette and on the publication in the Gazette of this notice the company shall be dissolved:  (Amended 1 of 1949 s. 19; 15 of 1955 s. 8)

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 had not been dissolved; 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.

(7) If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the court on an application made by the company or member or creditor before the expiration of 20 years from the publication in the Gazette of the notice aforesaid may, 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 company be restored to the register, order the name of the company to be restored to the register, and upon an office copy of the order being delivered to the Registrar for registration the company shall be 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.

(8) 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 the memorandum, addressed to him at the address mentioned in the memorandum.

(Amended 6 of 1984 s. 204)

(Amended 15 of 1955 s. 8)

[cf. 1929 c. 23 s. 295 U.K.]

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30/09/2006
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