Company Strike Off: How to Reinstate Your Company Name into the Register under Companies Act 2016
There are several reasons why a company can be struck off by the Registrar of Companies. If this has occurred to your company, it is then important to understand the reason(s) and what steps can be taken to reinstate your company into the register under the Companies Act.
CIRCUMSTANCES WHICH MAY LEAD TO STRIKING OFF
1. The Registrar of Companies is authorized to struck off any company under section 549 of the Companies Act 2016 if the company is not carrying on business or is in breach of the Act.
2. A company can also be struck off if the company is being used for unlawful purposes, or if it has been wound up and no liquidator is acting or there are insufficient assets to pay for the costs of obtaining an order to dissolve the company.
THE EFFECT OF STRIKING OFF
3. If a company is struck off under s.549, it will be dissolved.
4. However, the directors, officers, and members of the company will still be liable for any outstanding debts or obligations, and legal action can be taken against them as if the company had not been struck off.
5. This means that their liability continues even though the company no longer exists.
6. The Court still has the power to wind up a company even if its name has been struck off from the register, but only if there is proof that the company has assets that can be realized.
7. This means that the Court can still order the liquidation of the company and distribution of its assets to creditors or other stakeholders.
8. In the event that the Court issues a winding up order for a company whose name has been struck off from the register, the liquidator will only be required to discover and realize any remaining assets of the company, as there is no longer an active business entity to manage or operate.
HOW TO REINSTATE YOUR COMPANY NAME INTO THE REGISTER UNDER COMPANIES ACT?
9. Section 555 of the Companies Act grants the power to a person who is aggrieved by the Registrar's decision to strike off their company's name from the register, to apply to the Court to reinstate the name of the company into the register within seven years of the strike off.
10. If the Court is satisfied that the company was still in operation at the time of striking off or it is just to reinstate the name, it may order the reinstatement and give directions to place the company and all other persons in the same position as if the name had not been struck off.
11. Once the Registrar receives a copy of the order, the company will be deemed to have continued in existence as if its name had not been struck off.
SUMMARYUnder the Companies Act in Malaysia, companies may be struck off from the Registrar of Companies for various reasons such as not carrying on business or contravening the Act. When a company is struck off, it is dissolved, but the liability of its directors, officers, and members may still be enforced. However, if a person is aggrieved by the decision to strike off their company, they may apply to the court for reinstatement within seven years. The court may order reinstatement if it is satisfied that the company was carrying on business at the time of striking off. The reinstated company will be deemed to have continued in existence as if its name had not been struck off.
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Disclaimer: This article is published for the purpose of awareness and general knowledge. Any part contained in this article should not be considered as a guide to initiate legal action independently without first consulting an experienced lawyer.
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Nor Hafeez adalah seorang peguamcara sivil yang beramal sebagai seorang peguam dan pemilik penuh sebuah firma guaman yang mempunyai pejabat kecil di pinggir Kuala Lumpur. Beliau mengendalikan pelbagai kes-kes sivil dan pelbagai masalah berkait dengan undang-undang sivil Malaysia seperti kes saman malu, langgar kontrak, hutang peribadi dan korporat, pencerobohan tanah, penceraian bukan islam, harta pusaka, pemecatan kerja, konsultan tuntutan CIPAA dan sebagainya. Di masa lapang, beliau berkongsi ilmu melalui penulisan blog dan sekali sekala menggunakan telefon untuk mengambil dan mengedit gambar secara amatur. Beliau juga adalah seorang glory hunter yang meminati Manchester City dan juga segelas Nescafe Ais diwaktu pagi.
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