This guideline serves as a guidance for shareholders and/or directors of a company to apply for a striking off procedure pursuant to Section 287A and 287B of the Companies Act (Chapter 39) via Companies Act (Amendment) Order, 2018.
Section 287A of Companies Act (Chapter 39) empowers the Registrar of Companies to strike off a company off from the Register if:
- Registrar has reasonable cause to believe that a company is not carrying on business and the company is able to satisfy the criteria for striking off; and
- The Company that has ceased trading and has submitted an application for striking off.
A company also may apply to the Registry to strike off its name from the Register as per section 287B of the Companies Act, and the company is able to satisfy the criteria for striking off.
3. Striking off Criteria(s)
In proceeding with the striking off application, the Registrar must be satisfied that the application fulfils the following criterias:
- The information of the company contained with the Registrar is up to date.
- The particulars of director(s) of the company and any other information must be the same as in the Registrar’s records. If there are any differences or changes in respect of the information of the directors of the company, the company must then ensure that the Registrar’s records are up to date (including Annual Returns) before striking off application is made.
- The company must have ceased trading or dormant since incorporation.
- Company has no existing assets and liabilities as at the date of application and no contingency liabilities that may arise in the future. The company shall proof that the company has no assets and liabilities. If the company’s last audited financial statements lodged with the Registrar showed that the company has assets and liabilities, the company must submit documentary evidence to show that the assets have been disposed and that the liabilities have been settled or waived. If the company has not commenced operation, the company must make the following declaration that:
- There has no transaction since the company was incorporated; and
- The company has not opened a bank account or if there is an account, that the account has been closed (the latest bank statement is to be attached).
- The director(s) must obtain the written consent of the majority of the shareholder
- Companies must submit the latest set of audited accounts (only for public companies) OR unaudited balance sheet (for all other companies)
- The company must not have any outstanding tax liabilities with the Collector of Income Tax, Revenue Division at the Ministry of Finance and Economy.
- Where a company has commenced operation, it must settle all outstanding tax and obtain a tax clearance prior to the filling of the application for striking off.
- The company must not have any outstanding liabilities with Department of Electrical Service, Prime Minister’s Office
- The company must not have any outstanding liabilities with Tabung Amanah Pekerja (TAP)
- The company must not have outstanding payments to any other government agency
- The company must not be involved in any legal proceedings (within or outside Brunei Darussalam)
NOTE: The accounts attached must be drawn up till the date of cessation indicated in the application