All sections · Part XVII: Striking Off, Winding Up And Dissolution · Sub-Part I: Striking off and dissolution
276 Restauração da empresa no Registro pelo Registrador
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) Sujeito às subseções (2) , (3) e (4) , onde uma empresa não é dissolvida, mas seu nome foi riscado do registro sob-.
(a) seção 272(1) (b) (v) por falta de pagamento de penalidades impostas pelo Registrador sob esta lei (exceto as referidas na seção 272(1) (c)); ou
(b) Seção 272(1)(c) por falta de pagamento de sua taxa anual ou qualquer penalidade de pagamento atrasado,
Ao solicitar a restauração do nome da Companhia ao Registro feita na forma aprovada por um credor, membro, ex-membro, diretor, ex-diretor, liquidante ou ex-liquidante da Companhia, o Registrador poderá, a seu critério e mediante pagamento da taxa de restauração referida na Parte II da Segunda Tabela e de todas as taxas e penalidades pendentes, restaurar o nome da Companhia ao Registro e emitir um aviso de restauração à Companhia.
(2) Quando o nome de uma empresa tiver sido excluído do registro sob a seção 272(1)(b)(v) por não pagamento de penalidades impostas pelo Registrador sob esta Lei (exceto sob a seção 272(1)(b)(c) ), a empresa não poderá ser restaurada sob a subseção (1) a menos que o Registrador esteja convencido de que a violação desta Lei pela qual a penalidade foi imposta está completa. (c) ), a empresa não será restaurada nos termos da subseção (1), a menos que o Registrador esteja convencido de que a violação desta lei pela qual a penalidade foi imposta foi totalmente remediada.
(3) Um solicitante sob a subseção (1) deve nomear uma pessoa autorizada a prestar serviços corporativos internacionais sob a Lei de Prestadores de Serviços Corporativos Internacionais (Cap 275) como agente registrado da empresa restaurada e apresentar o pedido de restauração junto ao Registrador em nome do solicitante.
(4) Se o agente registrado proposto da empresa não era o agente registrado da empresa no momento da remoção do registro (o agente registrado cessante), o pedido deve ser acompanhado de consentimento por escrito para a mudança de agente registrado pelo agente registrado cessante.
(5) O agente registrado aposentado de uma empresa deve dar seu consentimento por escrito nos termos da subseção (4), a menos que quaisquer taxas devidas e pagáveis não tenham sido pagas.
(6) Uma empresa que seja restaurada ao registro sob esta seção será considerada como continuando a existir como se não tivesse sido retirada do registro.
(a) seção 272(1) (b) (v) por falta de pagamento de penalidades impostas pelo Registrador sob esta lei (exceto as referidas na seção 272(1) (c)); ou
(b) Seção 272(1)(c) por falta de pagamento de sua taxa anual ou qualquer penalidade de pagamento atrasado,
Ao solicitar a restauração do nome da Companhia ao Registro feita na forma aprovada por um credor, membro, ex-membro, diretor, ex-diretor, liquidante ou ex-liquidante da Companhia, o Registrador poderá, a seu critério e mediante pagamento da taxa de restauração referida na Parte II da Segunda Tabela e de todas as taxas e penalidades pendentes, restaurar o nome da Companhia ao Registro e emitir um aviso de restauração à Companhia.
(2) Quando o nome de uma empresa tiver sido excluído do registro sob a seção 272(1)(b)(v) por não pagamento de penalidades impostas pelo Registrador sob esta Lei (exceto sob a seção 272(1)(b)(c) ), a empresa não poderá ser restaurada sob a subseção (1) a menos que o Registrador esteja convencido de que a violação desta Lei pela qual a penalidade foi imposta está completa. (c) ), a empresa não será restaurada nos termos da subseção (1), a menos que o Registrador esteja convencido de que a violação desta lei pela qual a penalidade foi imposta foi totalmente remediada.
(3) Um solicitante sob a subseção (1) deve nomear uma pessoa autorizada a prestar serviços corporativos internacionais sob a Lei de Prestadores de Serviços Corporativos Internacionais (Cap 275) como agente registrado da empresa restaurada e apresentar o pedido de restauração junto ao Registrador em nome do solicitante.
(4) Se o agente registrado proposto da empresa não era o agente registrado da empresa no momento da remoção do registro (o agente registrado cessante), o pedido deve ser acompanhado de consentimento por escrito para a mudança de agente registrado pelo agente registrado cessante.
(5) O agente registrado aposentado de uma empresa deve dar seu consentimento por escrito nos termos da subseção (4), a menos que quaisquer taxas devidas e pagáveis não tenham sido pagas.
(6) Uma empresa que seja restaurada ao registro sob esta seção será considerada como continuando a existir como se não tivesse sido retirada do registro.
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Restoration of company to the Register by Registrar
(1) Subject to subsections (2), (3) and (4), where a company is not dissolved
but its name has been struck off the Register under —
(a) section 272(1)(b)(v) for non-payment of any penalty fees
imposed by the Registrar under this Act (other than as referred
to in section 272(1)(c)); or
(b) section 272(1)(c) for non-payment of its annual fee or any late
payment penalty thereon, upon application for restoration of the
company‘s name to the Register being made in the approved
form by a creditor, member, former member, director, former
director, liquidator or former liquidator of the company, the
Registrar may in its absolute discretion and upon payment of
the restoration fee referred to in Part II of the Second Schedule
and of all outstanding fees and penalties, restore the name of
the company to the Register and issue a notice of restoration to
the company.
(2) Where the name of a company has been struck off the Register under
section 272(1)(b)(v) for non-payment of penalty fees imposed by the
Registrar under this Act (other than as referred to in section 272(1)(c)),
the company shall not be eligible for restoration under subsection (1)
unless the Registrar is satisfied that the contravention of this Act for
which the penalty was imposed has been remedied in full.
(3) An applicant under subsection (1) shall engage a person who is licensed
to provide international corporate services under the International
Corporate Service Providers Act (Cap 275) to act as the restored
company‘s registered agent and who shall file the restoration application
on the applicant‘s behalf with the Registrar.
(4) If the proposed registered agent of the company was not the company‘s
registered agent when it was struck off the Register (the „outgoing
registered agent“), the application shall be accompanied by the written
consent to the change of registered agent by the outgoing registered
agent.
(5) A company‘s outgoing registered agent shall provide its written consent
under subsection (4) unless any fees due and payable to it have not been
paid.
(6) A company that is restored to the Register under this section is deemed
to have continued in existence as if it had not been struck off the Register.
but its name has been struck off the Register under —
(a) section 272(1)(b)(v) for non-payment of any penalty fees
imposed by the Registrar under this Act (other than as referred
to in section 272(1)(c)); or
(b) section 272(1)(c) for non-payment of its annual fee or any late
payment penalty thereon, upon application for restoration of the
company‘s name to the Register being made in the approved
form by a creditor, member, former member, director, former
director, liquidator or former liquidator of the company, the
Registrar may in its absolute discretion and upon payment of
the restoration fee referred to in Part II of the Second Schedule
and of all outstanding fees and penalties, restore the name of
the company to the Register and issue a notice of restoration to
the company.
(2) Where the name of a company has been struck off the Register under
section 272(1)(b)(v) for non-payment of penalty fees imposed by the
Registrar under this Act (other than as referred to in section 272(1)(c)),
the company shall not be eligible for restoration under subsection (1)
unless the Registrar is satisfied that the contravention of this Act for
which the penalty was imposed has been remedied in full.
(3) An applicant under subsection (1) shall engage a person who is licensed
to provide international corporate services under the International
Corporate Service Providers Act (Cap 275) to act as the restored
company‘s registered agent and who shall file the restoration application
on the applicant‘s behalf with the Registrar.
(4) If the proposed registered agent of the company was not the company‘s
registered agent when it was struck off the Register (the „outgoing
registered agent“), the application shall be accompanied by the written
consent to the change of registered agent by the outgoing registered
agent.
(5) A company‘s outgoing registered agent shall provide its written consent
under subsection (4) unless any fees due and payable to it have not been
paid.
(6) A company that is restored to the Register under this section is deemed
to have continued in existence as if it had not been struck off the Register.
Amended since 2016
Act 32 of 2021 · 2021-08-02
44. Section 276 of the principal Act is amended —
(i) in subsection (1), by repealing the words “Subject to
subsections (1A), (2), (3) and (4), where a company is not
dissolved but its name has been struck off the Register”, and
substituting therefor the words “Subject to subsections (1A),
(1B), (1C), (1D), (2) (3) and (4), where the name of a
company has been struck off the Register”;
(ii) in subsection (1A), by repealing the words “section 272(1)(a)(ii) or (iii)”, and substituting therefor the words
“section 272(1)(a)(ii), (iii) or (iv)”;
(iii) by inserting after subsection (1A), the following subsections —
“(1B) The Registrar shall not restore the name of a
company if the Registrar is not satisfied that the company is in
compliance with its obligations —
(a) under this Act relating to accounting records,
register of members and register of director;
and
(b) under the Beneficial Ownership Act, 2020
(Act 4 of 2020) relating to register of
beneficial owners.
(1C) An application to restore the name of a struck off
or dissolved company to the Register under subsection (1)
may be made to the Registrar —
(a) within one year of the date of the striking off
notice published in the Gazette under section 272(4); or
(b) within five years of the date of dissolution
under Sub-Part II, III or IV of Part XVII.
(1D) In the case of a company whose name was struck
off the Register —
(a) for failing to have members due to all its
shares becoming void under the former Act;
or
(b) for any other reason and all its shares
becoming void under the former Act,
the Registrar shall only restore the name of the company if he
is satisfied that the new member is similar to a member
registered in the register of members as an owner of the shares
at the date prior to the shares becoming void:
Provided that the Registrar shall not restore a company
if he is satisfied that there is no member registered in the
register of members as an owner of the shares at the date prior
to the shares becoming void.”;
(iv) by inserting after subsection (6), the following subsection —
“(7) Where a company —
(a) is not dissolved, but its name has been struck-
off the Register under the former Act or this
Act, on or before the commencement of the
International Business Companies
(Amendment) Act, 2021;
(b) the name of the company has remained
continuously struck-off for one year or more
on the 31st December, 2021; and
(c) the name of the company has not been
restored to the Register on or before the 31st
December, 2021,
the company shall, notwithstanding section 275, be deemed
to have been dissolved on the 1st January, 2022.”.
(i) in subsection (1), by repealing the words “Subject to
subsections (1A), (2), (3) and (4), where a company is not
dissolved but its name has been struck off the Register”, and
substituting therefor the words “Subject to subsections (1A),
(1B), (1C), (1D), (2) (3) and (4), where the name of a
company has been struck off the Register”;
(ii) in subsection (1A), by repealing the words “section 272(1)(a)(ii) or (iii)”, and substituting therefor the words
“section 272(1)(a)(ii), (iii) or (iv)”;
(iii) by inserting after subsection (1A), the following subsections —
“(1B) The Registrar shall not restore the name of a
company if the Registrar is not satisfied that the company is in
compliance with its obligations —
(a) under this Act relating to accounting records,
register of members and register of director;
and
(b) under the Beneficial Ownership Act, 2020
(Act 4 of 2020) relating to register of
beneficial owners.
(1C) An application to restore the name of a struck off
or dissolved company to the Register under subsection (1)
may be made to the Registrar —
(a) within one year of the date of the striking off
notice published in the Gazette under section 272(4); or
(b) within five years of the date of dissolution
under Sub-Part II, III or IV of Part XVII.
(1D) In the case of a company whose name was struck
off the Register —
(a) for failing to have members due to all its
shares becoming void under the former Act;
or
(b) for any other reason and all its shares
becoming void under the former Act,
the Registrar shall only restore the name of the company if he
is satisfied that the new member is similar to a member
registered in the register of members as an owner of the shares
at the date prior to the shares becoming void:
Provided that the Registrar shall not restore a company
if he is satisfied that there is no member registered in the
register of members as an owner of the shares at the date prior
to the shares becoming void.”;
(iv) by inserting after subsection (6), the following subsection —
“(7) Where a company —
(a) is not dissolved, but its name has been struck-
off the Register under the former Act or this
Act, on or before the commencement of the
International Business Companies
(Amendment) Act, 2021;
(b) the name of the company has remained
continuously struck-off for one year or more
on the 31st December, 2021; and
(c) the name of the company has not been
restored to the Register on or before the 31st
December, 2021,
the company shall, notwithstanding section 275, be deemed
to have been dissolved on the 1st January, 2022.”.
Act 63 of 2021 · 2021-12-20
(e) Section 276 of the principal Act is amended, with effect from
1st January, 2022 —
(i) in subsection (1C), —
(a) in paragraph (a), by repealing the word “date” and
substituting therefor the words “date of striking
off under section 272(1)(c) or within one year
from the date”;
(b) in paragraph (b), by repealing the words “Sub-Part
II, III or IV”, and substituting therefor the words
“Sub-Part I,”;
(ii) in subsection (4), by inserting after the words “by the
outgoing registered agent” the words “, unless the
outgoing registered agent has resigned as registered
agent of the company after the company was struck-
off”;
1st January, 2022 —
(i) in subsection (1C), —
(a) in paragraph (a), by repealing the word “date” and
substituting therefor the words “date of striking
off under section 272(1)(c) or within one year
from the date”;
(b) in paragraph (b), by repealing the words “Sub-Part
II, III or IV”, and substituting therefor the words
“Sub-Part I,”;
(ii) in subsection (4), by inserting after the words “by the
outgoing registered agent” the words “, unless the
outgoing registered agent has resigned as registered
agent of the company after the company was struck-
off”;
Act 19 of 2024 · 2024-12-18
17. Section 276 of the principal Act is amended —
(a) by repealing subsection (1C) and substituting it with the
following —
“(1C) An application to restore the name of a struck off or
dissolved company to the Register under subsection
(1) may be made to the Registrar within five years
of the date of striking-off or dissolution under Sub-
7
Part I of Part XVII. ”
(b) by repealing subsection (7) and substituting it with the
following —
“(7) Notwithstanding section 275, where —
(a) a company is not dissolved, but its
name has been struck-off the Register;
(b) the name of the company has remained
struck-off on the date of commencement
of the International Business Companies
(Amendment) Act, 2024; and
(c) the name of the company has not been
restored to the Register on or before
date of commencement of the
International Business Companies
(Amendment) Act, 2024,
the company shall be deemed to have been dissolved on the
date of commencement of the International Business
Companies (Amendment) Act, 2024.”
(a) by repealing subsection (1C) and substituting it with the
following —
“(1C) An application to restore the name of a struck off or
dissolved company to the Register under subsection
(1) may be made to the Registrar within five years
of the date of striking-off or dissolution under Sub-
7
Part I of Part XVII. ”
(b) by repealing subsection (7) and substituting it with the
following —
“(7) Notwithstanding section 275, where —
(a) a company is not dissolved, but its
name has been struck-off the Register;
(b) the name of the company has remained
struck-off on the date of commencement
of the International Business Companies
(Amendment) Act, 2024; and
(c) the name of the company has not been
restored to the Register on or before
date of commencement of the
International Business Companies
(Amendment) Act, 2024,
the company shall be deemed to have been dissolved on the
date of commencement of the International Business
Companies (Amendment) Act, 2024.”
Act 9 of 2025 · 2025-07-01
8. Section 276 of the principal Act is amended in subsection (1B) —
(a) in the chapeau, by repealing the words “the company is in
compliance with its obligations”;
(b) in paragraph (a), —
(i) by repealing the word “under” and therefor
substituting the words “the company is in
compliance with its obligations under”;
(ii) by repealing the word “and” at the end;
(c) in paragraph (b) —
(i) by repealing the word “under” and therefor
substituting the words “the company is in
compliance with its obligations under”;
(ii) by repealing the word “beneficial owners.” and therefor
substituting the words “beneficial owners; and”;
(d) by inserting after paragraph (b) the following new
paragraph —
“(c) there are no adverse information on the company
or its beneficial owners.”.
(a) in the chapeau, by repealing the words “the company is in
compliance with its obligations”;
(b) in paragraph (a), —
(i) by repealing the word “under” and therefor
substituting the words “the company is in
compliance with its obligations under”;
(ii) by repealing the word “and” at the end;
(c) in paragraph (b) —
(i) by repealing the word “under” and therefor
substituting the words “the company is in
compliance with its obligations under”;
(ii) by repealing the word “beneficial owners.” and therefor
substituting the words “beneficial owners; and”;
(d) by inserting after paragraph (b) the following new
paragraph —
“(c) there are no adverse information on the company
or its beneficial owners.”.
