Dissolution of a Defunct Company (Striking off)

Question 1

What is the Registrar’s first step to striking off a company?

Answer 1

First, the Registrar will send a letter to the company by post inquiring whether the company is carrying on business or in operation.

Question 2

Who can apply to have to company removed from the resgister?

Answer 2

A director…

Question 3

Can a company that has been struck off the register be restored?
If so, How?

Answer 3

Yes.

The court may order the name of a company which has been struck off the register to be restored in certain circumstances.

Restoration is done on application of the company; any member or creditor

There is no time period within which such an application needs to be made.

Question 4

What happens if there is no response to the Registrar’s first letter?

Answer 4

If there is no response to the letter within one month, then within 14 days after the expiration of the month, the Registrar will send a second letter to the company by registered post.

Question 5

What happens if there is a response to the notice indicating that the company is in operation?

Answer 5

If there is a response to the Registrar’s notice that the company is in fact in operation the Registrar may request that the company does all filings and pay all fees that are outstanding.

Question 6

After the Registrar receives the application, What is the first thing she must do?

Answer 6

the Registrar will initiate the striking off procedure in accordance with Section 220 of the Companies Act. The procedure Involves a series of notifications to the company and publication in the Gazette of the intention to strike off, designed to ascertain whether the company is really defunct and the true state of affairs regarding it.

Question 7

What is the preferred method of dissolving a defunct company?

Answer 7

Striking off

• simplest and most cost-effective way

Question 8

How is the second letter to the company sent?

Answer 8

the second letter to the company is sent by registered post

Question 9

Why is compulsory winding up not the preferred option to dissolve a defunct company?

Answer 9

Winding up by court order not preferred… public scrutiny because they assume something was wrong for the company to have taken that route, additional cost and potential delay

Question 10

When is striking off a good option for dissolving a company?

Answer 10

the company should at lease prima facie be defunct and not in operation, and have no assets or liabilities

Question 11

Why is voluntary winding up not the preferred option to dissolve a defunct company?

Answer 11

Not as costly as compulsory winding up but there is still a cost element and time element – have to appoint liquidator etc.

Question 12

How is the application to have the Company struck from the Registrar made?

Answer 12

*Not clear on whether there is a specific mode of application in Belize.

Question 13

How is a letter or notice dealing with striking off addressed to the company?

Answer 13

A letter or notice under this section may be addressed to the company at its registered office or, if no office has been registered, to the care of some director or officer of the company, or, if there is no director or officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who subscribe the memorandum, addressed to him at the address mentioned in the memorandum.

Question 14

How is the company given notice of intention to strike?

Answer 14

sent to the company by post and a notice is published in the Gazette of the intention of the Registrar to strike off the company.

Question 15

What should the first letter to the Company include?

Answer 15

the first letter to the company inquires whether the company is carrying on business or in operation.

Question 16

What should the second letter to the Company include?

Answer 16

The second letter will (1) refer to the first letter; (2) state that no answer to the letter has been received and (3) indicate that if no answer to this second letter is received within one month, then a notice will be published in the Gazette of the intention of the Registrar to strike off the company.

Question 17

How is the first letter to the company sent?

Answer 17

the first letter to the company is sent by post

Question 18

What are the legal implications of leaving a defunct company on the register?

Answer 18

A company that has been registered continues to be so registered until it has been properly dissolved.

Because the company continues to exists, so does its legal obligations under the Companies Act including the obligations to file annual returns, pay taxes etc.

Failing to meet these obligations may result in penalties and potential liability which may extend to you personally.

If you do not opt to dissolve the company, the Registrar may of her own volition, if she has reasonable belief that the company is not in operation, strike off the company from the register. *But if and until she does so, paragraphs 2-3 applies

Question 19

What happens if there is no response to the second letter?

Answer 19

If there is a response from the company that the company is not in operation or if there is no response within one month to the second letter, the Registrar will (1) send to the company by post and (2) cause publication in the gazette, a notice of intention to strike the company from the register at the expiration of three months from the date of the notice (unless cause is shown to the contrary, be struck off the register and the company will be dissolved)

Question 20

At the expiration of______________ from the date of the notice of intention to strike, the company will be struck off

Answer 20

3 months

Question 21

What Section of the Act deals with Striking Off?

Answer 21

Section 220 of the Companies Act

Question 22

If there is no response to the letter within_________, then within___________ after the expiration of ___________, the Registrar will send a second letter to the company by registered post.

Answer 22

If there is no response to the letter within one month, then within 14 days after the expiration of the month, the Registrar will send a second letter to the company by registered post.