PART X
DISSOLUTION
[Act 40 of 2018 wef 30/07/2020]
Division 1 — Repealed by Act 40 of 2018 wef 30/07/2020
247.  [Repealed by Act 40 of 2018 wef 30/07/2020]
248.  [Repealed by Act 40 of 2018 wef 30/07/2020]
249.  [Repealed by Act 40 of 2018 wef 30/07/2020]
250.  [Repealed by Act 40 of 2018 wef 30/07/2020]
251.  [Repealed by Act 40 of 2018 wef 30/07/2020]
252.  [Repealed by Act 40 of 2018 wef 30/07/2020]
Division 2 — Repealed by Act 40 of 2018 wef 30/07/2020
253.  [Repealed by Act 40 of 2018 wef 30/07/2020]
254.  [Repealed by Act 40 of 2018 wef 30/07/2020]
255.  [Repealed by Act 40 of 2018 wef 30/07/2020]
256.  [Repealed by Act 40 of 2018 wef 30/07/2020]
257.  [Repealed by Act 40 of 2018 wef 30/07/2020]
258.  [Repealed by Act 40 of 2018 wef 30/07/2020]
259.  [Repealed by Act 40 of 2018 wef 30/07/2020]
260.  [Repealed by Act 40 of 2018 wef 30/07/2020]
261.  [Repealed by Act 40 of 2018 wef 30/07/2020]
262.  [Repealed by Act 40 of 2018 wef 30/07/2020]
263.  [Repealed by Act 40 of 2018 wef 30/07/2020]
264.  [Repealed by Act 40 of 2018 wef 30/07/2020]
265.  [Repealed by Act 40 of 2018 wef 30/07/2020]
266.  [Repealed by Act 40 of 2018 wef 30/07/2020]
267.  [Repealed by Act 40 of 2018 wef 30/07/2020]
268.  [Repealed by Act 40 of 2018 wef 30/07/2020]
269.  [Repealed by Act 40 of 2018 wef 30/07/2020]
270.  [Repealed by Act 40 of 2018 wef 30/07/2020]
271.  [Repealed by Act 40 of 2018 wef 30/07/2020]
272.  [Repealed by Act 40 of 2018 wef 30/07/2020]
273.  [Repealed by Act 40 of 2018 wef 30/07/2020]
274.  [Repealed by Act 40 of 2018 wef 30/07/2020]
275.  [Repealed by Act 40 of 2018 wef 30/07/2020]
276.  [Repealed by Act 40 of 2018 wef 30/07/2020]
277.  [Repealed by Act 40 of 2018 wef 30/07/2020]
278.  [Repealed by Act 40 of 2018 wef 30/07/2020]
279.  [Repealed by Act 40 of 2018 wef 30/07/2020]
280.  [Repealed by Act 40 of 2018 wef 30/07/2020]
281.  [Repealed by Act 40 of 2018 wef 30/07/2020]
282.  [Repealed by Act 40 of 2018 wef 30/07/2020]
283.  [Repealed by Act 40 of 2018 wef 30/07/2020]
284.  [Repealed by Act 40 of 2018 wef 30/07/2020]
285.  [Repealed by Act 40 of 2018 wef 30/07/2020]
286.  [Repealed by Act 40 of 2018 wef 30/07/2020]
287.  [Repealed by Act 40 of 2018 wef 30/07/2020]
288.  [Repealed by Act 40 of 2018 wef 30/07/2020]
289.  [Repealed by Act 40 of 2018 wef 30/07/2020]
Division 3 — Repealed by Act 40 of 2018 wef 30/07/2020
290.  [Repealed by Act 40 of 2018 wef 30/07/2020]
291.  [Repealed by Act 40 of 2018 wef 30/07/2020]
292.  [Repealed by Act 40 of 2018 wef 30/07/2020]
293.  [Repealed by Act 40 of 2018 wef 30/07/2020]
294.  [Repealed by Act 40 of 2018 wef 30/07/2020]
295.  [Repealed by Act 40 of 2018 wef 30/07/2020]
296.  [Repealed by Act 40 of 2018 wef 30/07/2020]
297.  [Repealed by Act 40 of 2018 wef 30/07/2020]
298.  [Repealed by Act 40 of 2018 wef 30/07/2020]
299.  [Repealed by Act 40 of 2018 wef 30/07/2020]
300.  [Repealed by Act 40 of 2018 wef 30/07/2020]
301.  [Repealed by Act 40 of 2018 wef 30/07/2020]
302.  [Repealed by Act 40 of 2018 wef 30/07/2020]
303.  [Repealed by Act 40 of 2018 wef 30/07/2020]
304.  [Repealed by Act 40 of 2018 wef 30/07/2020]
305.  [Repealed by Act 40 of 2018 wef 30/07/2020]
306.  [Repealed by Act 40 of 2018 wef 30/07/2020]
307.  [Repealed by Act 40 of 2018 wef 30/07/2020]
308.  [Repealed by Act 40 of 2018 wef 30/07/2020]
309.  [Repealed by Act 40 of 2018 wef 30/07/2020]
310.  [Repealed by Act 40 of 2018 wef 30/07/2020]
311.  [Repealed by Act 40 of 2018 wef 30/07/2020]
312.  [Repealed by Act 40 of 2018 wef 30/07/2020]
Division 4 — Repealed by Act 40 of 2018 wef 30/07/2020
313.  [Repealed by Act 40 of 2018 wef 30/07/2020]
314.  [Repealed by Act 40 of 2018 wef 30/07/2020]
315.  [Repealed by Act 40 of 2018 wef 30/07/2020]
316.  [Repealed by Act 40 of 2018 wef 30/07/2020]
317.  [Repealed by Act 40 of 2018 wef 30/07/2020]
318.  [Repealed by Act 40 of 2018 wef 30/07/2020]
319.  [Repealed by Act 40 of 2018 wef 30/07/2020]
320.  [Repealed by Act 40 of 2018 wef 30/07/2020]
321.  [Repealed by Act 40 of 2018 wef 30/07/2020]
322.  [Repealed by Act 40 of 2018 wef 30/07/2020]
322A.  [Repealed by Act 40 of 2018 wef 30/07/2020]
323.  [Repealed by Act 40 of 2018 wef 30/07/2020]
324.  [Repealed by Act 40 of 2018 wef 30/07/2020]
325.  [Repealed by Act 40 of 2018 wef 30/07/2020]
326.  [Repealed by Act 40 of 2018 wef 30/07/2020]
327.  [Repealed by Act 40 of 2018 wef 30/07/2020]
328.  [Repealed by Act 40 of 2018 wef 30/07/2020]
329.  [Repealed by Act 40 of 2018 wef 30/07/2020]
330.  [Repealed by Act 40 of 2018 wef 30/07/2020]
331.  [Repealed by Act 40 of 2018 wef 30/07/2020]
332.  [Repealed by Act 40 of 2018 wef 30/07/2020]
333.  [Repealed by Act 40 of 2018 wef 30/07/2020]
334.  [Repealed by Act 40 of 2018 wef 30/07/2020]
335.  [Repealed by Act 40 of 2018 wef 30/07/2020]
336.  [Repealed by Act 40 of 2018 wef 30/07/2020]
337.  [Repealed by Act 40 of 2018 wef 30/07/2020]
338.  [Repealed by Act 40 of 2018 wef 30/07/2020]
339.  [Repealed by Act 40 of 2018 wef 30/07/2020]
340.  [Repealed by Act 40 of 2018 wef 30/07/2020]
341.  [Repealed by Act 40 of 2018 wef 30/07/2020]
342.  [Repealed by Act 40 of 2018 wef 30/07/2020]
343.  [Repealed by Act 40 of 2018 wef 30/07/2020]
Power of Registrar to strike defunct company off register
344.—(1)  Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, the Registrar may send to the company, and its directors, secretaries and members, a letter to that effect and stating that, if an answer showing cause to the contrary is not received within 30 days after the date of the letter, a notice will be published in the Gazette with a view to striking the name of the company off the register.
[Act 36 of 2014 wef 03/01/2016]
(1A)  Without prejudice to the generality of subsection (1), in determining whether there is reasonable ground to believe that a company is not carrying on business, the Registrar may have regard to such circumstances as may be prescribed.
[Act 36 of 2014 wef 01/07/2015]
(2)  Unless the Registrar receives an answer within one month from the date of the letter to the effect that the company is carrying on business or is in operation, he may publish in the Gazette and send to the company by registered post a notice that at the expiration of 60 days after the date of that notice the name of the company mentioned in that notice will unless cause is, in the form and manner specified in section 344C, shown to the contrary be struck off the register and the company will be dissolved.
[Act 36 of 2014 wef 03/01/2016]
(3)  If in any case where a company is being wound up the Registrar has reasonable cause to believe that —
(a)no liquidator is acting;
(b)the affairs of the company are fully wound up and for a period of 6 months the liquidator has been in default in lodging any return required to be made by him; or
(c)the affairs of the company have been fully wound up under Division 2 of Part 8 of the Insolvency, Restructuring and Dissolution Act 2018 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the company,
[Act 40 of 2018 wef 30/07/2020]
he may publish in the Gazette and send to the company or the liquidator, if any, a notice to the same effect as that referred to in subsection (2).
(4)  At the expiration of the time mentioned in the notice, the Registrar may, unless cause to the contrary is previously shown, strike the name of the company off the register, and shall publish notice thereof in the Gazette, and on the publication in the Gazette of the notice the company shall be dissolved; but —
(a)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
(b)nothing in this subsection shall affect the power of the Court to wind up a company the name of which has been struck off the register.
(5)  If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the name of the company be restored to the register, order the name of the company to be restored to the register, and upon a copy of the order being lodged with the Registrar the company shall be deemed to have continued in existence as if its name had not been struck off, and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
(6)  A notice to be sent under this section to a liquidator may be addressed to the liquidator at his last known place of business, and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office or, if no office has been registered, to the care of some officer of the company, or, if there is no officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who subscribed the constitution of the company addressed to him at the address mentioned in the constitution.
[Act 36 of 2014 wef 03/01/2016]
[UK, 1948, s. 353; Aust., 1961, s. 308]
(7)  The Registrar shall ensure that —
(a)such particulars of the company referred to in subsection (1) and of his belief that the company is not carrying on business or is not in operation, as he may determine, is sent to —
(i)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
(b)the substance of the notices to be published in the Gazette referred to in subsections (2), (3) and (4) is also published on the Authority’s website.
[Act 36 of 2014 wef 03/01/2016]
Striking off on application by company
344A.—(1)  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 —
(a)stating that the Registrar intends to exercise the power under this section in relation to the company; and
(b)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) —
(a)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
(b)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 —
(a)such particulars of the company and of the application referred to in subsection (1), as he may determine, is sent to —
(i)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
(b)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.
[Act 36 of 2014 wef 03/01/2016]
Withdrawal of application
344B.—(1)  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 —
(a)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
(b)publish a notice on the Authority’s website that the application to strike the company’s name off the register has been withdrawn.
[Act 36 of 2014 wef 03/01/2016]
Objections to striking off
344C.—(1)  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 —
(a)shall where applicable, give the applicant or applicants for striking the name of the company off the register notice of the objection; and
(b)shall, in deciding whether to allow the objection, take into account such considerations as may be prescribed.
[Act 36 of 2014 wef 03/01/2016]
Application for administrative restoration to register
344D.—(1)  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.
[Act 36 of 2014 wef 03/01/2016]
Registrar’s decision on application for administrative restoration
344E.—(1)  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 —
(a)the restoration takes effect as from the date that notice is sent; and
(b)the Registrar shall —
(i)enter in the register a note of the date on which the restoration takes effect; and
(ii)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 —
(a)the name of the company or, if the company is restored to the register under a different name, that name and its former name;
(b)the company’s registration number; and
(c)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 —
(a)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).
[Act 36 of 2014 wef 03/01/2016]
Registrar may restore company deregistered by mistake
344F.—(1)  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.
[Act 36 of 2014 wef 03/01/2016]
Effect of restoration
344G.—(1)  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 —
(a)after the date of dissolution or striking off; and
(b)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.
[Act 36 of 2014 wef 03/01/2016]
Retention of books and papers upon striking off
344H.—(1)  Where the name of a company has been struck off and the company dissolved under section 344 or 344A, a person who was an officer of the company immediately before the company was dissolved must ensure that all books and papers of the company are retained for a period of at least 5 years after the date on which the company was dissolved.
(2)  An officer of a company who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
[Act 15 of 2017 wef 31/03/2017]
345.  [Repealed by Act 40 of 2018 wef 30/07/2020]
346.  [Repealed by Act 40 of 2018 wef 30/07/2020]
347.  [Repealed by Act 40 of 2018 wef 30/07/2020]
348.  [Repealed by Act 40 of 2018 wef 30/07/2020]
349.  [Repealed by Act 40 of 2018 wef 30/07/2020]
Division 5 — Repealed by Act 40 of 2018 wef 30/07/2020
350.  [Repealed by Act 40 of 2018 wef 30/07/2020]
351.  [Repealed by Act 40 of 2018 wef 30/07/2020]
352.  [Repealed by Act 40 of 2018 wef 30/07/2020]
353.  [Repealed by Act 40 of 2018 wef 30/07/2020]
354.  [Repealed by Act 40 of 2018 wef 30/07/2020]
Division 6 — Repealed by Act 40 of 2018 wef 30/07/2020
354A.  [Repealed by Act 40 of 2018 wef 30/07/2020]
354B.  [Repealed by Act 40 of 2018 wef 30/07/2020]
354C.  [Repealed by Act 40 of 2018 wef 30/07/2020]