An offshore company may be wound up voluntarily or by court order.[1] A voluntary winding up may be either by way of members’ voluntarily winding up or creditors’ voluntarily winding up. Winding up by court order is initiated by a presentation of a petition by a person entitled to do so.[2] The actual winding up process must be conducted by a liquidator approved by the Registrar. Winding up procedures[3] in Companies Act 1965 are adopted in full.[4] This process takes at least three months or longer.

Strike off due to non-payment of annual fee.

An offshore company is required to pay an annual fee to the Registrar by the annual fee payment date.[5] If the company fails to pay the annual fee on or before the expiration of six months from the annual fee payment date,[6] the company is liable to pay up to fifty percent of the annual fee amount.[7] If, on the expiration of one month after the six months period the offshore company still does not pay the annual fee together with the penalty amount, the Registrar may send a notice to the company secretary stating that the offshore company will be struck off should payment not be received within one month of the notice.[8]

Strike off does not absolve the company from liability, if any. A struck off company merely has its name removed from the Register but in law remains liable for all claims, debts, liabilities and obligations and the liability of its directors and members remain.[9] Offshore companies whose names have been struck off shall remain liable for all fees, licence fees and penalties under the OCA and such fees, licence fees and penalties shall have priority over all other claims against the assets of the offshore company.[10]

The Registrar may refuse to take any action required of him for which a fee is prescribed until all fees have been paid.[11] Where the name of an offshore company has been struck off, the offshore company and its directors, members, liquidators and receivers shall not:

a) commence any legal proceedings, carry on business or deal with the assets of the company except to continue proceeding that commenced prior to the strike off;

b) defend any legal proceedings and generally make any claims under the name of the offshore company except to defend proceedings that were commenced against the company prior to the date of strike off, and

c) act in any way with respect to the affairs of the offshore company.

A company that has been struck off may apply to be registered afresh.[12] There is no time limit to apply for re-registration but all fees and penalties outstanding must be settled first.

An offshore company that does not wish to continue business may apply to have its name struck off from the register by making an application in writing to LOFSA. The application shall be made through a trust company and all outstanding fees and penalties must be paid prior to submitting the application.

Summary