COMPANIES ACT - 1963 (ACT 179)

    Section - 261 - Dissolution without full Winding Up

    (1) Where the Registrar, of his own knowledge, or upon information supplied by an officer, member or creditor of a company, has reasonable cause to believe that the company is not carrying on business or in operation, he may send to the company by registered post a letter enquiring whether the company is carrying on business or in operation.

    (2) If the Registrar does not within two months of sending the letter receive any answer thereto, he may, at any time thereafter, send to the company by registered post a second letter, referring to the first letter and stating that no answer thereto has been received by the Registrar, and that if an answer be not received to the second letter within two months from the date thereof, a notice will be published in the Gazette with a view to striking the name of the company off the register.

    (3) If the Registrar either receives an answer from the company to the effect that it is not carrying on business or in operation, or does not within the specified time after sending the second letter receive any answer thereto, the Registrar may publish in the Gazette and send to the company by registered post a notice that at the expiration of three months from the date of that notice the name of the company shall, unless cause is shown to the contrary, be struck off the register and the company shall be dissolved.

    (4) Where a company is being wound up and the Registrar has reasonable cause to believe that no liquidator is acting but is not satisfied that the winding up is complete, he may publish in the Gazette and send to the company and to the last known place of business of the person, if any, last known to have acted as liquidator, a like notice as is provided in the last foregoing subsection.

    (5) At or after the expiration of the time mentioned in the notice the Registrar shall, unless cause is shown, strike the name of the company off the register and shall publish notice thereof in the Gazette and on such publication in the Gazette the company shall be dissolved:

    Provided that,

    (a) the liability, if any, of every director or other officer and member of the company shall continue and may be enforced as if the company had not been dissolved;

    (b) nothing in this section shall affect the power of the Court to order the winding up of the company.

    (6) When the name of a company has been struck off the register under this section, at any time within twenty years after the publication in the Gazette in accordance with subsection (5) of this section, the Court may, on application being made for this purpose by any liquidator or by any former officer, member or creditor of the company or by any person claiming through or under him, make an order upon such terms as the Court thinks fit, declaring the dissolution to have been void and ordering the name of the company to be restored to the register and all the provisions of subsection (3) of section 260 of this Code shall apply as if the order was one made under the said section 260.

    (7) A notice or letter 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 its last known place of business, if any, or 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 the person or each of the persons who subscribed the Regulations of the company addressed to him at the address mentioned in the subscription to the Regulations.