100,000 dormant companies to be expunged from October – Registrar General

The Registrar-General’s Department has said it will from this month, October 2021, commence an exercise that is expected to lead to over 100,000 dormant companies being expunged from the Companies Register.

The exercise will affect companies, both public and private, that have failed to comply with the Department’s directive to file their Annual Returns or Update their records.

According to the Registrar General, Jemima Oware, the delisting of the companies had become necessary after it reviewed the companies not in good standing after a thorough validation process from July to September this year.

In a statement issued by the Department, the Registrar General said “the delisting process is commencing with 3100 companies being taken off the companies register by being made inactive in the database. This is the first batch of companies to be delisted this month out of the over 100, 000 companies registered since 2011.”

It said over 257,241 companies existing in the database had not filed their Returns or Amendments with the Department since 2011.

The statement also said 670, 282 Companies in the Legacy System (Old database) had not carried out the update of their data dubbed “Re-registration” as of March 2020.

The exercise, according to the Registrar General, was to ensure a credible, reliable and updated register of companies, partnerships and business names that were carrying out business in compliance with the different Acts governing their operations.

It, therefore, urged defaulting companies (whether in operation or not in operation) to take measures to regularise their business and update their records with the Department to avoid being delisted.

The statement added that any company official with knowledge of the company’s non-existence or having no more interest in the company’s name or willfully wanting to wind-up or dissolve the company or being no more interested in the company’s business name should write to the Registrar-General indicating such intention.

The provision under section 289 of the Companies Act 2019 (Act 992) states that a company can be stricken off the register due to the failure of the company to file its annual returns on time or due to a change in the company’s registered office and principal place of business without notifying the Registrar of Companies.

The Act mandates the Registrar of Companies to wind up companies whose office is known not to be in operation after notices and a moratorium have been given to such companies to file their annual returns and yet have not complied.

A company’s status after the strike off at this period would be classified as being inactive and would not be able to be assessed for any business transaction for the next 12 years, except by a Court Order to the Department to restore it to a status of good standing in the Companies Register.

It said the Department, in accordance with the Companies Act, 2019 (Act 992), made three publications on their website and the national dailies serving notice of the Department’s intent to undertake its maiden clean up exercise of the Companies Register to make it accurate and credible.

“Two notifications were earlier issued on 12th May and 1 December 2020 with the final notice published on 19 March 2021,” it said.

The statement said company officials, who find the name of their companies in the published list could still file their Annual Returns with the Department to get their names off the list and avoid being delisted by the end of October 2021.

It said the exercise of the sampled list of companies to be delisted on their website would continue until the end of December 2021.

The next batch of businesses to be sent notices would be the companies, partnerships and business names in the legacy data from 1963 to 2011, who have still not updated their records with the Department dubbed ‘re-registration.’

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