Companies Act Section 356 — Powers of Tribunal to declare dissolution of company void

CHAPTER XX WINDING UP

Commercial / Corporate

Summary

Sub-section (1) allows the Tribunal to declare a company's dissolution void. This can happen if the company was dissolved under this Chapter, under section 232, or in any other way. The Tribunal may do this at any time within two years from the date of dissolution. An application must be made by the Company Liquidator or by any other person the Tribunal considers to have an interest in the matter. The Tribunal can make the order on whatever terms it thinks fit. Once such an order is made, proceedings can be taken as if the company had never been dissolved.

Sub-section (2) sets out two duties for the Tribunal. Under clause (a), the Tribunal must forward a copy of the order to the Registrar within thirty days from the date of the order, and the Registrar must record it. Under clause (b), the Tribunal must direct the Company Liquidator or the person who applied for the order to file a certified copy of the order with the Registrar within thirty days from the date of the order, or within any further period the Tribunal allows, and the Registrar must record that copy as well.

Official Text

(1) Where a company has been dissolved, whether in pursuance of this Chapter or of section 232 or otherwise, the Tribunal may at any time within two years of the date of the dissolution, on application by the Company Liquidator of the company or by any other person who appears to the Tribunal to be interested, make an order, upon such terms as the Tribunal thinks fit, declaring the dissolution to be void, and thereupon such proceedings may be taken as if the company had not been dissolved. 1[

(2) The Tribunal shall—

(a) forward a copy of the order, within thirty days from the date thereof, to the Registrar who shall record the same; and

(b) direct the Company Liquidator or the person on whose application the order was made, to file a certified copy of the order, within thirty days from the date thereof such further period as allowed by the Tribunal, with the Registrar who shall record the same.] 2[