All sections · Part XVII: Striking Off, Winding Up And Dissolution · Sub-Part I: Striking off and dissolution
277 要求将公司恢复到登记册中的法院诉讼
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 在符合第(2)款的情况下，如果公司的名称因任何原因被从登记册中删除，可向法院申请将已被删除或解散的公司名称恢复到登记册中，该申请是由以下方面决定的
(a) 公司的债权人、成员、前成员、董事、前董事、清算人或前清算人；或
(b) 任何其他可能在恢复公司注册方面有兴趣的人。
(2) Ein Antrag auf Wiederherstellung des Namens einer gestrichenen oder aufgelösten Gesellschaft in das Register nach Absatz (1) kann beim Gericht gestellt werden –
(a) 在根据第272(4)条的规定在公报上公布的日期之后的十年内；或
(b) 根据本法第十七部分第二、第三或第四小节规定的解散日期后的五年内。
(3) 申请的通知应送达书记官长，书记官长有权在申请的听证会上出庭并进行陈述。
(4) 根据第(1)款的申请并在符合第(1)款的情况下
(5) 法院可以--
(a) 按其认为合适的条款和条件恢复公司的地位，并在其周围登记法院上诉以恢复公司的地位
(b) 在其認為必要或適宜的情況下，發出指示或作出命令，使本公司及所有其他 人士盡可能處於與本公司沒有清盤或從登記冊中剔除的情況相同的地位。
(5) 如果法院作出命令，将公司恢复到登记册，第(1)款规定的申请人应指定一名根据《国际公司服务提供商法》（第275章）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，该人应代表申请人将恢复命令的密封副本提交给注册官。
(6) 在收到根据第(5)款提交的密封的恢复原状命令的存档副本后，但在符合第(7)款的情况下，注册官应将公司恢复在登记册中，从该密封命令副本存档的日期和时间起生效。
(7) 尽管收到了加盖公章的恢复原状命令的副本，注册官在以下情况下不得将公司恢复到登记册中：。
(a) 向其支付所有未付的年费和所有罚款或根据本法应向公司支付的其他费用；以及
(b) 如果本公司的拟议注册代理人在被书记官长免职时不是本公司的注册代理人（离任注册代理人），书记官长应获得离任注册代理人对变更注册代理人的书面同意（除非尚未向其支付任何到期应付的费用，否则他应给予同意）。
(8) 根据本条恢复的已解散的公司应以其在紧接解散前的名称列入登记册，但如果该公司的名称已按照第五附表恢复，该公司应以其公司编号和 "有限 "一词组成的名称列入登记册。
(9) 根据本条规定重新注册的公司应被视为继续存在，就像它没有被解散或从登记册中删除一样。
(a) 公司的债权人、成员、前成员、董事、前董事、清算人或前清算人；或
(b) 任何其他可能在恢复公司注册方面有兴趣的人。
(2) Ein Antrag auf Wiederherstellung des Namens einer gestrichenen oder aufgelösten Gesellschaft in das Register nach Absatz (1) kann beim Gericht gestellt werden –
(a) 在根据第272(4)条的规定在公报上公布的日期之后的十年内；或
(b) 根据本法第十七部分第二、第三或第四小节规定的解散日期后的五年内。
(3) 申请的通知应送达书记官长，书记官长有权在申请的听证会上出庭并进行陈述。
(4) 根据第(1)款的申请并在符合第(1)款的情况下
(5) 法院可以--
(a) 按其认为合适的条款和条件恢复公司的地位，并在其周围登记法院上诉以恢复公司的地位
(b) 在其認為必要或適宜的情況下，發出指示或作出命令，使本公司及所有其他 人士盡可能處於與本公司沒有清盤或從登記冊中剔除的情況相同的地位。
(5) 如果法院作出命令，将公司恢复到登记册，第(1)款规定的申请人应指定一名根据《国际公司服务提供商法》（第275章）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，该人应代表申请人将恢复命令的密封副本提交给注册官。
(6) 在收到根据第(5)款提交的密封的恢复原状命令的存档副本后，但在符合第(7)款的情况下，注册官应将公司恢复在登记册中，从该密封命令副本存档的日期和时间起生效。
(7) 尽管收到了加盖公章的恢复原状命令的副本，注册官在以下情况下不得将公司恢复到登记册中：。
(a) 向其支付所有未付的年费和所有罚款或根据本法应向公司支付的其他费用；以及
(b) 如果本公司的拟议注册代理人在被书记官长免职时不是本公司的注册代理人（离任注册代理人），书记官长应获得离任注册代理人对变更注册代理人的书面同意（除非尚未向其支付任何到期应付的费用，否则他应给予同意）。
(8) 根据本条恢复的已解散的公司应以其在紧接解散前的名称列入登记册，但如果该公司的名称已按照第五附表恢复，该公司应以其公司编号和 "有限 "一词组成的名称列入登记册。
(9) 根据本条规定重新注册的公司应被视为继续存在，就像它没有被解散或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): Court application to restore company to Register
(1) Subject to subsection (2), where the name of a company has been struck
restore company to
off the Register for any reason, an application to restore the name of the
Register
struck off or dissolved company to the Register may be made to the Court
by —
(a) a creditor, member, former member, director, former director,
liquidator or former liquidator of the company; or
(b) any other person who can establish an interest in having the
company restored to the Register.
(2) An application to restore the name of a struck off or dissolved company
to the Register under subsection (1) may be made to the Court —
(a) within ten years 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 the Part XVII of this Act.
(3) Notice of the application shall be served on the Registrar, who is entitled
to appear and be heard on the hearing of the application.
(4) On an application under subsection (1) and subject to subsection (5), the
Court may —
(a) restore the company to the Register subject to such conditions as
it considers appropriate; and
(b) give such directions or make such orders as it considers necessary
or desirable for the purpose of placing the company and any other
persons as nearly as possible in the same position as if the
company had not been dissolved or struck off the Register.
(5) Where the Court makes an order restoring a company to the Register, the
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 a sealed copy of the
restoration order on the applicant‘s behalf with the Registrar.
(6) On receiving a filed copy of a sealed restoration order filed under
subsection (5) but subject to subsection (7), the Registrar shall restore the
company to the Register with effect from the date and time that the copy
of the sealed order was filed.
(7) Notwithstanding its receipt of a copy of the sealed restoration order, the
Registrar shall not restore the company to the Register until —
(a) payment to it of all outstanding annual fees and any penalty or
other fees payable under this Act in relation to the company;
and
(b) if the proposed registered agent of the company was not the
company‘s registered agent when it was struck off the Registrar
(the „outgoing registered agent“), the Registrar receives a
written consent to the change of registered agent by the
outgoing registered agent (who must provide such consent
unless any fees due and payable to it have not been paid).
(8) A dissolved company restored under this section is restored to the
Register with the name that it had immediately before it was dissolved,
provided that if the name of the company has been reused in accordance
with the Fifth Schedule, the company is restored to the Register with its
name consisting of its company number followed by the word „Limited“.
(9) A company that is restored to the Register under this section is deemed
to have continued in existence as if it had not been dissolved or struck off
the Register.
restore company to
off the Register for any reason, an application to restore the name of the
Register
struck off or dissolved company to the Register may be made to the Court
by —
(a) a creditor, member, former member, director, former director,
liquidator or former liquidator of the company; or
(b) any other person who can establish an interest in having the
company restored to the Register.
(2) An application to restore the name of a struck off or dissolved company
to the Register under subsection (1) may be made to the Court —
(a) within ten years 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 the Part XVII of this Act.
(3) Notice of the application shall be served on the Registrar, who is entitled
to appear and be heard on the hearing of the application.
(4) On an application under subsection (1) and subject to subsection (5), the
Court may —
(a) restore the company to the Register subject to such conditions as
it considers appropriate; and
(b) give such directions or make such orders as it considers necessary
or desirable for the purpose of placing the company and any other
persons as nearly as possible in the same position as if the
company had not been dissolved or struck off the Register.
(5) Where the Court makes an order restoring a company to the Register, the
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 a sealed copy of the
restoration order on the applicant‘s behalf with the Registrar.
(6) On receiving a filed copy of a sealed restoration order filed under
subsection (5) but subject to subsection (7), the Registrar shall restore the
company to the Register with effect from the date and time that the copy
of the sealed order was filed.
(7) Notwithstanding its receipt of a copy of the sealed restoration order, the
Registrar shall not restore the company to the Register until —
(a) payment to it of all outstanding annual fees and any penalty or
other fees payable under this Act in relation to the company;
and
(b) if the proposed registered agent of the company was not the
company‘s registered agent when it was struck off the Registrar
(the „outgoing registered agent“), the Registrar receives a
written consent to the change of registered agent by the
outgoing registered agent (who must provide such consent
unless any fees due and payable to it have not been paid).
(8) A dissolved company restored under this section is restored to the
Register with the name that it had immediately before it was dissolved,
provided that if the name of the company has been reused in accordance
with the Fifth Schedule, the company is restored to the Register with its
name consisting of its company number followed by the word „Limited“.
(9) A company that is restored to the Register under this section is deemed
to have continued in existence as if it had not been dissolved or struck off
the Register.
Amended since 2016
Act 32 of 2021 · 2021-08-02
45. Section 277 of the principal Act is amended —
(i) in subsection (2) —
(A) in paragraph (a), by repealing the words “twelve
years”, and substituting therefor the words “one year”;
(B) in paragraph (b), by repealing the words “five years”,
and substituting therefor the words “three years”;
(ii) in subsection (4), in the chapeau, by repealing the words
“subsection (5)”, and substituting therefor the words
“subsections (4A), (4B) and (5)”;
(iii) by inserting after subsection (4), the following subsection —
“(4A) The Court shall not restore the name of a struck off
or dissolved company if the Registrar is not satisfied that the
company is in compliance of 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.
(4B) 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 Court shall only restore the name of the company if it is
satisfied that the new member is identical 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 Court shall not restore a company if it 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.”.
(i) in subsection (2) —
(A) in paragraph (a), by repealing the words “twelve
years”, and substituting therefor the words “one year”;
(B) in paragraph (b), by repealing the words “five years”,
and substituting therefor the words “three years”;
(ii) in subsection (4), in the chapeau, by repealing the words
“subsection (5)”, and substituting therefor the words
“subsections (4A), (4B) and (5)”;
(iii) by inserting after subsection (4), the following subsection —
“(4A) The Court shall not restore the name of a struck off
or dissolved company if the Registrar is not satisfied that the
company is in compliance of 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.
(4B) 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 Court shall only restore the name of the company if it is
satisfied that the new member is identical 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 Court shall not restore a company if it 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.”.
Act 63 of 2021 · 2021-12-20
(f) Section 277 of the principal Act is amended with effect from
1st January, 2022 —
(i) in subsection (2), —
(A) in paragraph (a), by repealing the word “date” and
substituting thereof the words “date of striking off
under section 272(1)(c) or within one year from
the date”;
(B) in paragraph (b), —
(a) by repealing the words “three years”, and
substituting therefor the words “five years”;
(b) by repealing the words “Sub-Part”, and
substituting therefor the words “Sub-Part
I,”;
(ii) in subsection (4A), by repealing the words “the
Registrar” and substituting therefor the words “the
Court”;
1st January, 2022 —
(i) in subsection (2), —
(A) in paragraph (a), by repealing the word “date” and
substituting thereof the words “date of striking off
under section 272(1)(c) or within one year from
the date”;
(B) in paragraph (b), —
(a) by repealing the words “three years”, and
substituting therefor the words “five years”;
(b) by repealing the words “Sub-Part”, and
substituting therefor the words “Sub-Part
I,”;
(ii) in subsection (4A), by repealing the words “the
Registrar” and substituting therefor the words “the
Court”;
Act 19 of 2024 · 2024-12-18
18. Section 277 of the principal Act is amended by repealing
subsection (2) and substituting it with the following —
“(2) An application to restore the name of a struck off or
dissolved company to the Register under subsection (1) may be
made to the Court within five years of the date of striking-off or
dissolution under Sub-Part I, II, III or IV of Part XVII of this Act.”
subsection (2) and substituting it with the following —
“(2) An application to restore the name of a struck off or
dissolved company to the Register under subsection (1) may be
made to the Court within five years of the date of striking-off or
dissolution under Sub-Part I, II, III or IV of Part XVII of this Act.”
Act 9 of 2025 · 2025-07-01
9. Section 277 of the principal Act is amended in subsection (4A), —
(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 is no adverse information on the company or
its beneficial owners.”.
Amendment of section 25 of the International Business Companies
(Amendment) Act, 2024 (Act 19 of 2024)
10. Section 25 of the International Business Companies (Amendment)
Act, 2024 (Act 19 of 2024) is amended by repealing the words and figure “within
12 months from such commencement” and therefor substituting the words and
th
figures “by 30 June 2025”.
Transitional provision
11. Every person who, immediately prior to the commencement of this
Act, is acting as a nominee member shall comply with the provisions of subsection
(1C) of section 104 of the International Business Companies Act, 2016 (Act 15 of
2016) by 30th June, 2025, as amended by this Act.
(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 is no adverse information on the company or
its beneficial owners.”.
Amendment of section 25 of the International Business Companies
(Amendment) Act, 2024 (Act 19 of 2024)
10. Section 25 of the International Business Companies (Amendment)
Act, 2024 (Act 19 of 2024) is amended by repealing the words and figure “within
12 months from such commencement” and therefor substituting the words and
th
figures “by 30 June 2025”.
Transitional provision
11. Every person who, immediately prior to the commencement of this
Act, is acting as a nominee member shall comply with the provisions of subsection
(1C) of section 104 of the International Business Companies Act, 2016 (Act 15 of
2016) by 30th June, 2025, as amended by this Act.
