All sections · Part XVII: Striking Off, Winding Up And Dissolution · Sub-Part I: Striking off and dissolution
276 登记处恢复公司在登记册中的地位
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 除第(2)、(3)和(4)款的规定外，如果公司没有解散，但其名称已根据以下规定从登记册中删除，则该公司将被取消。
(a) 第272(1)(b)(v)条，因未支付书记官长根据本法实施的处罚（第272(1)(c)条提及的处罚除外）；或
(b) 第272(1)(c)条，未支付其年费或任何逾期付款罚款。
在公司的债权人、成员、前成员、董事、前董事、清算人或前清算人以批准的形式提出将公司名称恢复到登记册的申请后，登记官可酌情在支付附表二第二部分所述的恢复费用和所有未付的费用和罚款后，将公司名称恢复到登记册并向公司发出恢复通知。
(2) 如果一个公司的名字已经根据第272(1)(b)(v)条从登记册中删除，因为没有支付书记官长根据本法施加的罚款（根据第272(1)(b)(c)条除外），除非书记官长确信施加罚款的违反本法的行为已经完成，否则该公司不得根据第(1)款恢复。(c)），根据第(1)款的规定，公司不得被恢复，除非书记官长确信施加处罚的违反本法的行为已经完全得到纠正。
(3) 第(1)款规定的申请人必须指定一名根据《国际公司服务提供者法》（第275章）被授权提供国际公司服务的人作为恢复的公司的注册代理人，并代表申请人向注册处提交恢复申请。
(4) 如果公司的拟议注册代理人在从登记册中删除时不是公司的注册代理人（离任注册代理人），申请必须附有离任注册代理人对变更注册代理人的书面同意。
(5) 公司的退休注册代理人必须根据第(4)款给予其书面同意，除非任何到期应付的费用尚未支付。
(6) 根据本条恢复登记的公司应被视为继续存在，就像它没有被从登记册中删除一样。
(a) 第272(1)(b)(v)条，因未支付书记官长根据本法实施的处罚（第272(1)(c)条提及的处罚除外）；或
(b) 第272(1)(c)条，未支付其年费或任何逾期付款罚款。
在公司的债权人、成员、前成员、董事、前董事、清算人或前清算人以批准的形式提出将公司名称恢复到登记册的申请后，登记官可酌情在支付附表二第二部分所述的恢复费用和所有未付的费用和罚款后，将公司名称恢复到登记册并向公司发出恢复通知。
(2) 如果一个公司的名字已经根据第272(1)(b)(v)条从登记册中删除，因为没有支付书记官长根据本法施加的罚款（根据第272(1)(b)(c)条除外），除非书记官长确信施加罚款的违反本法的行为已经完成，否则该公司不得根据第(1)款恢复。(c)），根据第(1)款的规定，公司不得被恢复，除非书记官长确信施加处罚的违反本法的行为已经完全得到纠正。
(3) 第(1)款规定的申请人必须指定一名根据《国际公司服务提供者法》（第275章）被授权提供国际公司服务的人作为恢复的公司的注册代理人，并代表申请人向注册处提交恢复申请。
(4) 如果公司的拟议注册代理人在从登记册中删除时不是公司的注册代理人（离任注册代理人），申请必须附有离任注册代理人对变更注册代理人的书面同意。
(5) 公司的退休注册代理人必须根据第(4)款给予其书面同意，除非任何到期应付的费用尚未支付。
(6) 根据本条恢复登记的公司应被视为继续存在，就像它没有被从登记册中删除一样。
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.”.
