Companies Act 1967 · 2020 Revised Edition · Part 10 · Dissolution
344A. Striking off on application by company
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
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.
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
An application under subsection (1) is to be made on the company’s behalf by its directors or by a majority of them.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Upon receipt of the application, the Registrar must, 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.
name
“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
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 —
register
“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
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.
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 must 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.
On the publication of the notice in the Gazette under subsection (5), the company is dissolved.
Despite the dissolution of the company under subsection (6) —
the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and
nothing in this section affects the power of the Court to wind up a company the name of which has been struck off the register.
The Registrar must ensure that —
such particulars of the company and of the application mentioned in subsection (1), as the Registrar may determine, is sent to —
the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and
the Central Provident Fund Board established under the Central Provident Fund Act 1953; 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.
The Registrar may, for the purposes of this section, send notices to the company by ordinary post or in such other prescribed manner.
Terms defined in this Act
Authority
Defined · s 4“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
name
Defined · s 4“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
officer
Defined · s 4“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12