Companies Act 2006

Registrar’s power to strike off defunct company

1000 Power to strike off company not carrying on business or in operation

(1) If the registrar has reasonable cause to believe that a company is not carrying on business or in operation, the registrar 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 one month of sending the letter receive any answer to it, the registrar must within 14 days after the expiration of that month send to the company by post a registered letter referring to the first letter, and stating—

(a) that no answer to it has been received, and

(b) that if an answer is not received to the second letter within one month from its date, a notice will be published in the Gazette with a view to striking the company’s name off the register.

(3) If the registrar—

(a) receives an answer to the effect that the company is not carrying on business or in operation, or

(b) does not within one month after sending the second letter receive any answer,

the registrar may publish in the Gazette, and send to the company by post, a notice that at the expiration of three months from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.

(4) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.

(5) The registrar must publish notice in the Gazette of the company’s name having been struck off the register.

(6) On the publication of the notice in the Gazette the company is dissolved.

(7) However—

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

(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

1001 Duty to act in case of company being wound up

(1) If, in a case where a company is being wound up—

(a) the registrar has reasonable cause to believe—

(i) that no liquidator is acting, or

(ii) that the affairs of the company are fully wound up, and

(b) the returns required to be made by the liquidator have not been made for a period of six consecutive months,

the registrar must publish in the Gazette and send to the company or the liquidator (if any) a notice that at the expiration of three months from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.

(2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.

(3) The registrar must publish notice in the Gazette of the company’s name having been struck off the register.

(4) On the publication of the notice in the Gazette the company is dissolved.

(5) However—

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

(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.

1002 Supplementary provisions as to service of letter or notice

(1) A letter or notice to be sent under section 1000 or 1001 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.

(2) If there is no officer of the company whose name and address are known to the registrar, the letter or notice may be sent to each of the persons who subscribed the memorandum (if their addresses are known to the registrar).

(3) A notice to be sent to a liquidator under section 1001 may be addressed to him at his last known place of business.