THE COMPANIES ORDINANCE, 1972

Provisions as to dissolution

304.—(1) Where a company has been dissolved, after being wound up by the court or voluntarily, the court may at any time within twelve years of the date of the dissolution, on an application being made for the purpose by the liquidator of the company or by any other person who appears to the court to be interested, make an order, upon such terms as the court thinks fit, rescinding the dissolution, and upon a copy of the order being delivered to the Registrar the company shall, subject to any directions by the court, be deemed to have continued in existence as if it had not been dissolved.

(2) It shall be the duty of the person on whose application the order was made, within fourteen days after the making of the order, or such further time as the court may allow, to deliver to the Registrar for registration a copy of the order, and if that person fails so to do, he shall be liable to a fine of one hundred rupees for every day during which the default continues.

305.—(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, he may send to the company by post a letter inquiring whether the company is carrying on business or is in operation.

(2)  If the Registrar does not within one month of sending the letter receive any answer thereto, he shall within fourteen days after the expiration of the month send to the company by post a registered letter referring to the first letter and stating that no answer thereto has been received, and that if an answer is not received to the second letter within one month 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 to the effect that the company is not carrying on business or is not in operation, or does not within one month after sending the second better receive any answer, he may publish in the Gazette, and send to the company by post, a notice that at the expiration of three months from the date of that notice the name of the company mentioned therein will, unless cause is shown to the contrary, be struck oil the register and the company will be dissolved.

(4)  If, in any case where a company is Ving wound up, the Registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of six consecutive months, the Registrar shall publish in the Gazette and send to the company or the liquidator (if any) a like notice as is provided in subsection (3).

(5)  If a company which is not being wound up fails to deliver an annual return to the Registrar under section114, having aiinexed thereto the documents required by section 115 or 116 (as the case may be) within six months after the latest date by which such an annual return should be delivered, the Registrar shall publish in the Gazette and send to the company a like notice as is provided by subsection (3).

(6)  At the expiration of the time mentioned in a notice sent under subsection (3), (4) or (5), the Registrar shall, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall thereupon publish notice thereof in the Gazette, and on the publication in the Gazette of such a notice the company shall be dissolved :

Provided that—

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

(b)   nothing in this subsection shall affect the power of the court to wind up a company the name of which has been struck off the register.

(7)  If a company or any member, shareholder, contributory, creditor or debenture holder thereof or any other interested person is aggrieved by the company having been been struck off the register, the court on an application made by the company or any such person before the expiration of twelve years from the publication in the Gazette of the notice aforesaid may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and upon a copy of the order being delivered to the Registrar for registration, the company shall be deemed to have continued in existence as if its name had not been struck off; and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons the same position as nearly as may be as if the name of the company had not been struck off.

(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 director or officer of the company, or, if there is no director or officer of the company whose name and address are known to the Regitrar, the letter or notice may be sent to each of the persons who subscribed the memorandum, addressed to him at the address mentioned in the memorandum.

306. Where a company is dissolved, all assets whatsoever vested in or held on behalf of or for the benefit of the company immediately before its dissolution (including leasehold interests, but not including assets held by the company on behalf of or for the benefit of any other person) shall, subject and without prejudice to any order which may at any time be made by the court under the section 304 or 305 be deemed to be bona vacantia, and shall accordingly belong to the Crown in right of Seychelles, and shall vest and may be dealt with in the same manner as other bona vacantia accruing to the Crown as aforesaid.

307.—(1) Where any assets vest in the Crown under the last preceding section, the Crown's title thereto under that section may be disclaimed by a notice by the Governor.

(2)  Where a notice of disclaimer under this section is executed as respects any assets, those assets shall be deemed not to have vested in the Crown under the last preceding section, and subsections (2) and (6) of section 281 shall appiy in relation to the assets as if they had been, disclaimed under subsection (1) of the said section immediately before the dissolution of the company.

(3)  The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Crown, either expressly or by taking possession or other act evincing that intention.

(4)  A notice of disclaimer under this section shall be of no effect unless it is executed within twelve months of the date on which the vesting of the assets as aforesaid came to the notice of the Governor, or, if an application in writing is made to the Governor by any person interested in the property concerned requiring him to decide whether he will or will not disclaim, withm p. period of three months after the icceiot of the application or such further period as may be allowed by the court which would have had jurisdiction to Wind up the company if it had not been dissolved.

(5)  A statement in a notice of disclaimer of any property under this section that the vesting of the assets came to the notice of the Governor on a specified date, or that no such application as aforesaid was received by him with respect to the property before a specified date shall, until the contrary is proved, be sufficient evidence of the fact stated.

(6)  A notice of disclaimer under this section shall be delivered to the Registrar and retained and registered by him, and copies thereof shall be published in the Gazette and sent to any persons who have given the Governor notice that they claim to be interested in the property concerned.