Companies (Amendment) Act, 1982

Power of registrar to strike off register companies who fail to make returns.

12.—(1) Without prejudice to the generality of section 311 of the Principal Act where a company does not, for three consecutive years, make the annual returns required by sections 125 or 126 of the Principal Act, the registrar of companies may send to the company by post a registered letter inquiring whether the company is carrying on business and stating that, if an answer is not received within one month from the date of that letter, a notice will be published in Iris Oifigiúil with a view to striking the name of the company off the register.

(2) If the registrar either receives an answer to the effect that the company is not carrying on business or does not within one month after sending the letter receive any answer or all annual returns which are outstanding, he may publish in Iris Oifigiúil and send to the company by registered post a notice that at the expiration of one month from the date of that notice, the name of the company mentioned therein will, unless cause is shown to the contrary or all outstanding annual returns are made, be struck off the register, and the company will be dissolved.

(3) Subject to subsections (4) and (5) of this section, 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, and shall publish notice thereof in Iris Oifigiúil and on the publication in Iris Oifigiúil of this notice, the company shall be dissolved.

(4) The liability, if any, of every director, officer and member of the company shall continue and may be enforced as if the company had not been dissolved.

(5) Nothing in subsection (3) or (4) of this section shall affect the power of the court to wind up a company the name of which has been struck off the register.

(6) If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the court, on an application made (on notice to the registrar) by the company or member or creditor before the expiration of 20 years from the publication in Iris Oifigiúil of the notice aforesaid, may, if satisfied that the company was at the time of the striking off carrying on business or otherwise that it is just that the company be restored to the register, order that the name of the company be restored to the register, and upon an office copy of the order being delivered to the registrar for registration, the company shall be 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.

(7) 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 of companies, may be sent to each of the persons who subscribed the memorandum, addressed to him at the address mentioned in the memorandum.