If you happen to do a company search at the Business & Regulation office on a deregistered company the status of the company will show as either “deregistered” or “removed”.
A company can be struck off from the registry by either voluntary removal or through a deregistration exercise.
If a company wants to wind down its operations and where it does not owe any creditors or tax to the government it can voluntary apply for removal from the company registry but only after getting clearance letter from the IRC. The form to use to remove a company from the registry is a company form 45. A prescribed fee of K50 is applies on the form 45.
A company can also wind down after a liquidation process where if a company owed any creditors, these were sorted out before the company was removed from the registry. A liquidator is normally appointed to liquidate the asset of a company. Commonly, the liquidation of company occurs as a result of the company not being able to meet its credit obligations during its operations. When a company is in liquidation the status of the company on the company registration system will show as “In Liquidation”.
After all creditors are paid out, the company may then be removed by submitting company form 45 – notice of removal of a company – to remove the company from the registry.
The status of companies removed from the company registry voluntarily or after the liquidation process will show as “removed”.
The other way companies are struck off from the registry is if these companies do not lodge annual returns (Company Form 22); usually over two years outstanding annual returns is good enough reason to be put on the list for deregistration.
If companies do not comply with the requirements set out in the Company Act – and the requirement is to lodge a company annual returns (Company Form 22) every calendar regardless of whether it is trading or not trading – then the Registrar of companies will carry out a deregistration exercise by giving notice to these companies to comply within a set period of time and if they don’t then they get deregistered.
During a deregistration exercise a “notice of intention to deregister” letter is sent out to non-complying companies and is also published in either of the PNG daily papers. From past exercises carried out by the Business Registration & Regulation office, thousands of companies are will usually get listed down for deregistration simply because of failing to lodge company annual returns (Form 22). Enough time is given to companies to comply – commonly companies are required to comply within 30 to 60 days.
Where a company fails to comply within the given time frame it is then struck off from the registry and its status will be changed from “operating” status to “deregistered” status. If a company complies when given notice to do so well good for them and they do not have to worry about going through the process of reinstating the company
However, what do you if you are in a situation where you did not comply and your company gets deregistered and you are still business and have assets in the companies name and or maybe company has mortgage obligations?
Well, reinstate your company! The following is the 3 steps to reinstate a deregistered company:
1. Lodge a notice of intention to reinstate you company with the registrar of companies. There are no associated fees to lodge this notice.
2. Once the Registrar of Companies approves your notice, you then publish your intention in either of the PNG daily papers. A quotation for publishing your intention can be easily obtained by calling up the national or the post courier.
3. One month after the date of publication you can than finally lodge your application for reinstatement of your company. The fees associated with your application for reinstatement include:
· Reinstatement processing fee of K750; and
· K150 for each outstanding annual return (Company Form 22).
Once you reach the final step, you should have complied with all the requirements necessary to have your company restored back to “operating” status.
The whole process from step 1 to step 3 will usually take from 6 to 9 weeks, taking into consideration the one month to wait after publishing your notice of intention to reinstate.
Labels: Commerce Regulations, Deregistration