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Gibraltar Company Dissolution

Under section 411 of the Companies Act, the Registrar may strike off the register the name of any company in respect of which no annual return has been filed for the previous 3 years and has a discretionary power to strike off defunct companies from the Register if he believes that the company is not carrying on business or in operation.

The striking-off procedure may be applied for by the Company itself and must be made in writing by the Company’s directors on behalf of the Company or by a majority of them and must state that the Company has no assets or liabilities.

The Striking Off procedure may provide an alternative to a Voluntary Liquidation, particularly when the Company has no assets or liabilities. However, unlike the Liquidation procedure, striking off a Company is at the Registrar’s discretion and therefore no assurances can be given as to when the procedure of striking a Company off the Register will be completed.

An application to strike off a Company must be made using the prescribed form and must contain: –

1. Name of the Company

2. Incorporation Number of the Company

3. Date of Incorporation of the Company

4. The Directors of the Company must request the Registrar to exercise his discretion under section 413 of the Companies Act to strike off the Company from the Register.

5. The Directors of the Company must state that the Company is free from charges or mortgages and/or liabilities and has no assets in Gibraltar or abroad (any assets the Company may have owned will become bona vacantia upon Striking Off).

6. The application must be dated and signed by the Directors of the Company or the majority of them.

7. In deciding whether to exercise his discretion, the Registrar reserves the right to request further information, evidence or confirmation from all or any of the officers of the Company that the Company has no assets or liabilities.

First Notice

The request for striking off is entered on to the Database and will then print the First Notice , which states that: –

“upon the expiration of three months from the date of this notice the name of the under mentioned company will, unless cause be shown to the contrary, be struck off the Register of Companies and the Company will be dissolved subject to the provisions of Section 413 of the Companies Act.”

A copy of the First Notice is produced for each individual company manager with a summary listing all the companies which the manager has requested for striking off.

Once the process to strike off a company has been commenced the Company Name is flagged on the Registry’s database.” This gives notice that the Company will be struck off at a future date. After the expiry of the statutory three months, the companies appearing in the First Notice will automatically be struck off unless the Registrar has received any objections.

Final Notice

A Final Notice will then be issued stating that, on the date of this notice, the names of the under mentioned companies have been struck from the Register of Companies and that the said companies are hereby dissolved.

A copy of the Final Notice of strike off will be sent to every company that has been struck off under sections 412 or 413 and will be published in the Seventh Supplement to the Gibraltar Gazette.