Registrar-General To Delete Dormant Companies From Register
From 1963 till date, the Registrar-General’s Department has registered over 1.2 million companies. Over time, some of these companies have become dormant or have ceased operations altogether. However, their names remain in the Register of Companies. The Department estimates that there may be up to 740,628 inactive companies on their roll. It has therefore decided to embark on a cleanup exercise to delete dormant companies from the Register.
On 18th March 2021, The Registrar-General’s Department issued a Final Notice to all Directors, Shareholders, and Company Secretaries of Public/Private Companies Limited by Shares, Private Unlimited Companies, Companies Limited by Guarantee and External Companies on its intended delisting dormant Companies from the Companies database. This notice comes on the heels of two earlier ones published on 12th May and on 1st December, 2020 in the National Dailies and the Department’s website respectively. Companies therefore have between now and 30th June, 2021 to comply with this directive.
Apart from the dormant companies that were registered before 2011, there are some companies that were registered more recently who have never filed their Annual Returns before or re-registered with the Department since the new Company database (eRegistrar) was created. Those companies are also not in good standing with the Department.
Under Section 289 of the Companies Act 2019, (Act 992) a company can be stricken off the Register due to the failure to its Annual Returns on time or due to a change in the Company’s Registered Office and Principal Place of Business without notifying the Registrar of Companies timeously.
After the expiration of the 3 month from the date of the Notice, i.e by 30th June 2021, the names of the Companies/Partnerships that have still failed to comply with the moratoriums granted would have their names stricken off the Register and the company dissolved.