All Companies whose names appear on the register of companies are required to comply with the statutory obligations under the Companies Act whether or not the company is actively doing business. Where a company has stopped doing business and wishes to be removed from the register, the procedure for removal may be followed.
REMOVAL UNDER THE COMPANIES ACT 2004
REMOVAL BY REQUEST
A company, which has ceased trading and has no assets or liabilities may request removal under the Companies Act. In order to do this, the company will be required to do the following:
1. File any outstanding documents (Annual Returns, notices etc., to bring the company’s filings up to date)
2. Submit a request for removal in writing to the Companies Office of Jamaica. This letter must be signed by a Director or Authorized Official of the company and must expressly state that the company wishes to be removed from the register of companies.
3. Submit a letter from an Auditor/Chartered Accountant certifying that the Company has neither assets nor liabilities .
The applicable fee for the removal (in addition to the fees for filing the outstanding documents) consists of the processing fee for the removal, and a charge for advertising the removal in the newspaper.
A company which still as assets or liabilities must proceed by way of Liquidation.
REMOVAL BY THE REGISTRAR OF COMPANIES
The Companies Act 2004 empowers the Companies Office of Jamaica to strike from the Register of Limited Companies any Company where she has reasonable cause to believe that the company is not carrying on business or in operation.
In the event that a company is struck off the Register while it is still carrying on business or owns property, the assets of the Company will go bona vacantia to the Crown. That is, The Government of Jamaica becomes the owner of the property .
If a company is struck of the Register while it owns property or is carrying on Business, it may within Twenty (20) years of being struck off, request restoration to the register. Such a company will be required to satisfy the Registrar of Companies that
i) The company was at the time of striking off, carrying on business or in operation
Or
ii) There is just cause for the Company to be restored to the Register
A Company seeking restoration would be required to bear the cost of restoration as well as payment to update its records
N.B. Changing the Name of a Company or transferring ownership of the Company or the death of the members does not automatically result in closure of the CompanY
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