§ 344 — Power of Registrar to strike defunct company off register

344.—(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, the Registrar may send to the company, and its directors, secretaries and members, a letter to that effect and stating that, if an answer showing cause to the contrary is not received within 30 days after the date of the letter, a notice will be published in the Gazette with a view to striking the name of the company off the register.[36/2014]

(1A) Without limiting subsection (1), in determining whether there is reasonable ground to believe that a company is not carrying on business, the Registrar may have regard to such circumstances as may be prescribed.[36/2014]

(2) 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, the Registrar may publish in the Gazette and send to the company by registered post a notice that at the expiration of 60 days after the date of that notice the name of the company mentioned in that notice will, unless cause is (in the form and manner specified in section 344C) shown to the contrary, be struck off the register and the company will be dissolved.[36/2014]

(3) If in any case where a company is being wound up the Registrar has reasonable cause to believe that —(a)

no liquidator is acting;

(b)

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 the liquidator; or

(c)

the affairs of the company have been fully wound up under Division 2 of Part 8 of the Insolvency, Restructuring and Dissolution Act 2018 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the company,

the Registrar may publish in the Gazette and send to the company or the liquidator (if any) a notice to the same effect as that mentioned in subsection (2).

[40/2018]

(4) 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 must publish notice thereof in the Gazette, and on the publication in the Gazette of the notice the company is dissolved; but —(a)

the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and

(b)

nothing in this subsection affects the power of the Court to wind up a company the name of which has been struck off the register.

(5) If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off 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 name of the company be restored to the register, order the name of the company to be restored to the register, and upon 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.[36/2014]

(6) A notice to be sent under this section to a liquidator may be addressed to the liquidator at the liquidator’s 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 constitution of the company addressed to each person at the address mentioned in the constitution.[36/2014]

(7) The Registrar must ensure that —(a)

such particulars of the company mentioned in subsection (1) and of the Registrar’s belief that the company is not carrying on business or is not in operation, as the Registrar may determine, is sent to —(i)

the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and

(ii)

the Central Provident Fund Board established under the Central Provident Fund Act 1953; and

(b)

the substance of the notices to be published in the Gazette referred to in subsections (2), (3) and (4) is also published on the Authority’s website.[36/2014]

—(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, the Registrar may send to the company, and its directors, secretaries and members, a letter to that effect and stating that, if an answer showing cause to the contrary is not received within 30 days after the date of the letter, a notice will be published in the Gazette with a view to striking the name of the company off the register.[36/2014]

(1A) Without limiting subsection (1), in determining whether there is reasonable ground to believe that a company is not carrying on business, the Registrar may have regard to such circumstances as may be prescribed.[36/2014]

(2) 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, the Registrar may publish in the Gazette and send to the company by registered post a notice that at the expiration of 60 days after the date of that notice the name of the company mentioned in that notice will, unless cause is (in the form and manner specified in section 344C) shown to the contrary, be struck off the register and the company will be dissolved.[36/2014]

(3) If in any case where a company is being wound up the Registrar has reasonable cause to believe that —(a)

no liquidator is acting;

(b)

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 the liquidator; or

(c)

the affairs of the company have been fully wound up under Division 2 of Part 8 of the Insolvency, Restructuring and Dissolution Act 2018 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the company,

the Registrar may publish in the Gazette and send to the company or the liquidator (if any) a notice to the same effect as that mentioned in subsection (2).

[40/2018]

(4) 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 must publish notice thereof in the Gazette, and on the publication in the Gazette of the notice the company is dissolved; but —(a)

the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and

(b)

nothing in this subsection affects the power of the Court to wind up a company the name of which has been struck off the register.

(5) If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off 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 name of the company be restored to the register, order the name of the company to be restored to the register, and upon 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.[36/2014]

(6) A notice to be sent under this section to a liquidator may be addressed to the liquidator at the liquidator’s 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 constitution of the company addressed to each person at the address mentioned in the constitution.[36/2014]

(7) The Registrar must ensure that —(a)

such particulars of the company mentioned in subsection (1) and of the Registrar’s belief that the company is not carrying on business or is not in operation, as the Registrar may determine, is sent to —(i)

the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and

(ii)

the Central Provident Fund Board established under the Central Provident Fund Act 1953; and

(b)

the substance of the notices to be published in the Gazette referred to in subsections (2), (3) and (4) is also published on the Authority’s website.[36/2014]