Clause 153

The Registrar may, on the application by a company, strike the company’s name off the register on such grounds and subject to such conditions as may be prescribed.(2) An application under subsection (1) shall be made on the company’s behalf by its directors or by a majority of them. (3) Upon receipt of the application, the Registrar shall, if satisfied that the grounds and conditions (if any) referred to in subsection (1) have been satisfied, send to the company and its directors, secretaries and members a letter informing them of the application and stating that if an answer showing cause to the contrary (in the form and manner referred to in section 344C) is not received within 30 days after the date thereof a notice, details of which are set out in subsection (4), will be published in the Gazette with a view to striking the name of the company off the register.(4) The Registrar may not strike a company’s name off the register under this section until after the expiration of 60 days after the publication by the Registrar in the Gazette of a notice —

stating that the Registrar intends to exercise the power under this section in relation to the company; and

inviting any person to show cause why that should not be done within such period as may be prescribed.(5) If no person shows cause or sufficient cause within the period referred to in subsection (4)(b) as to why the name of the company should not be struck off the register, the Registrar shall strike off the name of the company from the register and publish a notice in the Gazette of the company’s name having been so struck off.(6) On the publication of the notice in the Gazette under subsection (5), the company is dissolved.(7) Notwithstanding the dissolution of the company under subsection (6) —

the liability, if any, of every officer and member of the company shall continue and may be enforced as if the company had not been dissolved; and

nothing in this section shall affect the power of the Court to wind up a company the name of which has been struck off the register.(8) The Registrar shall ensure that —

such particulars of the company and of the application referred to in subsection (1), as he may determine, is sent to —

the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act (Cap. 138A); and (ii)the Central Provident Fund Board established under the Central Provident Fund Act (Cap. 36); and

the substance of the notices to be published in the Gazette referred to in subsections (4) and (5) is also published on the Authority’s website.(9) The Registrar may, for the purposes of this section, send notices to the company by ordinary post or in such other prescribed manner.Withdrawal of application344B.—

The applicant or applicants may, by written notice to the Registrar, withdraw an application to strike a company’s name off the register under section 344A at any time before the name of the company has been struck off the register.(2) Upon receipt of the notice referred to in subsection (1), the Registrar shall —

send to the company by ordinary post a notice that the application to strike the company’s name off the register has been withdrawn; and

publish a notice on the Authority’s website that the application to strike the company’s name off the register has been withdrawn. Objections to striking off344C.—

Where a notice is given or published by the Registrar under section 344(2) or 344A(4) of the Registrar’s intention to strike the company’s name off the register, any person may deliver, not later than the date specified in the notice, an objection to the striking off of the name of the company from the register on the ground that there is reasonable cause why the name of the company should not be so struck off, including that the company does not satisfy any of the prescribed grounds for striking off referred to in section 344(1) or 344A(1).(2) An objection to the striking the name of the company off the register referred to in subsection (1) shall be given to the Registrar by notice in the prescribed form and manner.(3) Upon receipt of a notice of objection, which is made in the prescribed form and manner, within the time referred to in subsection (1), the Registrar —

shall where applicable, give the applicant or applicants for striking the name of the company off the register notice of the objection; and

shall, in deciding whether to allow the objection, take into account such considerations as may be prescribed. Application for administrative restoration to register344D.—

Subject to such conditions as may be prescribed, an application may be made to the Registrar to restore to the register the name of a company whose name has been struck off the register by the Registrar under section 344, if no application has been or is being made to the Court to restore the name of the company to the register under section 344(5).(2) An application under this section may be made whether or not the company has in consequence been dissolved.(3) An application under this section may only be made by a former director or former member of the company.(4) An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the company is dissolved.Registrar’s decision on application for administrative restoration344E.—

The Registrar shall give notice to the applicant of the decision on an application under section 344D.(2) If the Registrar’s decision is that the name of the company should be restored to the register —

the restoration takes effect as from the date that notice is sent; and

the Registrar shall —

enter in the register a note of the date on which the restoration takes effect; and

cause notice of the restoration to be published in the Gazette and on the Authority’s website.(3) The notice under subsection (2)(b)(ii) shall state —

the name of the company or, if the company is restored to the register under a different name, that name and its former name;

the company’s registration number; and

the date as on which the restoration of the name of the company to the register takes effect.(4) If the Registrar’s decision is that the name of the company should not be restored to the register, the person who made the application under section 344D or any other person aggrieved by the decision of the Registrar may appeal to the Court.(5) On an appeal made under subsection (4), the Court may —

confirm the Registrar’s decision; or (b)restore the name of the company to the register and give such directions and make such orders as the Court is empowered to give and make under section 344G(3).Registrar may restore company deregistered by mistake344F.—

The Registrar may, on his own initiative, restore the name of a company to the register if he is satisfied that the name of the company has been struck off the register and the company is dissolved under section 344 or 344A as a result of a mistake of the Registrar.(2) In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by the applicant in connection with the application for striking the name of the company off the register under section 344A.(3) The Registrar may restore the name of a company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice.Effect of restoration344G.—

If the name of a company is restored to the register under section 344E(2) or 344F, or on appeal to the Court under section 344E(5), the company is to be regarded as having continued in existence as if its name had not been struck off the register.(2) The company and its directors are not liable to a penalty under section 204 for a financial year in relation to which the period for filing its financial statements and other related statements ended —

after the date of dissolution or striking off; and

before the restoration of the name of the company to the register.(3) On the application by any person, the Court may give such directions and make such orders, as it seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or its name had not been struck off the register.(4) An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the company to the register.”.