Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 459

459. (1) Where the Commission has reasonable cause to believe that a company
is not carrying on business or is not in operation, it may send to the company
by post a letter to that effect and stating that, if an answer showing cause
to the contrary is not received within one month from the date of the letter,
a notice will be published in the Gazette with a view to cancelling the
registration of the company.

(2) Unless the Commission 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, it may publish in the Gazette and send to the company in the
prescribed manner a notice that, at the expiration of 3 months from the date
of that notice, the registration of the company mentioned in the notice will,
unless cause is shown to the contrary, be cancelled and the company will be
dissolved.

(3) If in any case where a company is being wound up the Commission 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
        and there is no property or the property available is not sufficient
        to pay the costs of obtaining an order of the Court dissolving the
        company, it 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
        sub-section (2).

(4) At the expiration of the time mentioned in a notice sent by the Commission
under sub-section (2) or (3), the Commission may, unless cause to the contrary
is previously shown, by notice in writing published in the Gazette, cancel the
registration of the company and, on the publication in the Gazette of the
last-mentioned notice, the company is dissolved, but-

   (a)  the liability (if any) of every officer and member of the company
        continues and may be enforced as if the company had not been
        dissolved; and

   (b)  nothing in this sub-section affects the power of the Court to wind up
        a company the registration of which has been cancelled.

(5) If the Commission is satisfied that the registration of a company was
cancelled as the result of an error on the part of the Commission, the
Commission may reinstate the registration of the company, and thereupon the
company shall be deemed to have continued in existence as if its registration
had not been cancelled.

(6) If a person is aggrieved by the cancellation of the registration of a
company, the Court, on an application made by the person at any time within 15
years after the cancellation, may, if satisfied that the company was, at the
time of the cancellation, carrying on business or in operation or otherwise
satisfied that it is just that the registration of the company be reinstated,
order the reinstatement of the registration of the company and, upon an office
copy of the order being lodged with the Commission, the company shall be
deemed to have continued in existence as if its registration had not been
cancelled, and the Court may by the order give such directions and make such
provisions (including directions and provisions relating to the re-transfer of
property vested in the Commission under section 461) as seem just for placing
the company and all other persons in the same position as nearly as may be as
if the registration of the company had not been cancelled.

(7) Where the registration of a company is reinstated pursuant to sub-section
(5) or (6), the Commission shall cause notice of that fact to be published in
the Gazette.

(8) 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 Commission, may be sent to each of the persons
who subscribed the memorandum of the company addressed to him at the address
mentioned in the memorandum.