Striking off a company simply means having it removed from the Singapore Register of Companies. Applying for a company strike off is a cost-effective way to close down a company, but what if it was done without the consent of all the company’s directors?
In situations when a Singapore company has several directors, complications may arise when one director applies on behalf of the group to strike the company off ACRA’s records without the other director’s knowledge.
Whether it be the result of a personal disagreement or a misunderstanding, the other directors may find that they must apply to the court if they want to restore the company to the register.
Restoring Struck Off Companies to the Register
“Aggrieved” directors of a company that has been struck off may apply to the court to have the company restored to Singapore’s register of companies under section 344(5) of the Companies Act.
According to the law, application for company restoration must be done within six years of the company’s strike off and individuals applying to restore a company to the ACRA register must have a vested interest in the company being restored.
This means the “aggrieved” can have either a proprietary or a monetary reason to apply for the reversal of the strike off. The intention does not need to be very strong, nor is it required to be highly attainable if the company is restored, but it must not be “merely shadowy” or found to be lacking in substance.
How the Court Decides When to Restore a Singapore Company
Just as the ACRA has the legal provisions to initiate the striking off of Singaporean companies, the court has a wide discretion to order the restoration of a company that has previously been struck off the register.
The court may order the restoration of a company if:
- The company has been in operation or conducting business at the time of the strike off or
- That it would be just to order the restoration of the struck off company
To make its decision, the court will evaluate all circumstances of the case. Some examples of points that may be considered are:
- The purpose of restoring the company that has been struck off
- The applicable benefit of restoring the company and
- Whether the company’s restoration may be used to discriminate against any individual
Hiring a Firm to Help with Strike Offs and Company Restoration
Applying to restore a Singaporean company to the register after an untimely strike off can be a worst-case scenario best prevented by hiring a competent, qualified professional to stand as your company’s corporate secretary.
Delays while waiting for court deliberations on ordering the restoration of a company to the register can incur unwanted expenses and lost profits in the process. These are the clear advantages to subscribing to professional corporate secretarial services offered by firms like CorpXervices. Talk to us for expert advice on sorting out company strike off issues that arise.
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