In accordance with the Registrar’s Directive dated May 26th, 2020, CAIPO is embarking on an exercise to clean up the Companies Register, and remove those companies which are in default of any provisions for which the consequential action is being struck off of the Register.
The Registrar issued a request on September 22, 2020, for companies who are no longer carrying on business and are desirous of being removed from the Register to indicate the same to us. This is just an initial step. Once the company information is received, CAIPO has a duty to perform the relevant checks to confirm that the company is eligible for being struck off the Register pursuant to the provisions of section 412 of the Companies Act. Once the company does fall within the ambit of section 412, the rules and procedures relating to striking off, including those for service of notice under section 414, will be strictly adhered to.
If the company does not fall within section 412, and remains desirous of being removed from the Register, it may proceed to dissolve in accordance with Part IV of the Companies Act.
Following this initial “low hanging fruit” phase, CAIPO will proceed to conduct a review of all the files on the Companies Register, for the purposes of removing those found to be eligible for striking off under section 412.
It is important to note that striking off is not a means for companies to evade its liabilities. Section 413 provides: “Where a body corporate is struck off the register, the liability of the body corporate and of every director, officer or shareholder of the body corporate continues and may be enforced as if it had not been struck off the register.”
In addition, there may be instances where a company may require restoration to the Register. Note that there is provision under the Companies Act for companies that have been struck off the Register to be restored. These are set out at section 412 (5) of the Companies Act, as amended by the Companies (Amendment) (No. 2) Act, 2019-51.