11 Department of Economic Development may strike defunct limited liability company off register
(1) Where the Department has reasonable cause to believe that a limited liability company is not carrying on business or in operation, it may send a letter-
(a) inquiring whether the company is carrying on business or in operation; and
(b) stating that if no answer is received within 2 months from the date of the letter, a notice will be published with a view to striking the name of the company off the register.
[Subs (1) amended by SD155/10 Sch 2.]
(2) A letter sent under subsection (1) of this section shall be sent by recorded delivery.
(3) If the Department either receives an answer to the effect that the limited liability company is not carrying on business or in operation, or does not within 2 months after sending the letter under subsection (1) of this section receive any answer, it will publish and send to the company by post, a notice that at the expiration of 2 months from the date of that notice the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.
[Subs (3) amended by SD155/10 Sch 2.]
(4) If, in any case where a limited liability company is being wound up, the Department has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of 6 consecutive months, the Department shall publish and send to the company or the liquidator, if any, a like notice as is provided in the last preceding subsection.
[Subs (4) amended by SD155/10 Sch 2.]
(5) At the expiration of the time mentioned in the notice the Department may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice and on the publication the company shall be dissolved:
(a) the liability of every manager, if any, and member shall continue and may be enforced as if the company had not been dissolved; and
(b) nothing in this subsection shall affect the power of the court to wind up a limited liability company the name of which has been struck off the register.
[Subs (5) amended by SD155/10 Sch 2.]
(6) If a limited liability company or any member or creditor feels aggrieved by the company having been struck off the register, the court on an application made by the company or member or creditor before the expiration of 12 years from the publication of the notice aforesaid may, if satisfied that the company was at the time of the striking off carrying on business or in operation or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and upon an office copy of the order being delivered to the Department for registration together with such fee as may be prescribed under section 50 for the restoration of the company to the register, the company shall be deemed to have continued in existence as if its name had not been struck off, and the court may by order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.
[Subs (6) amended by SD155/10 Sch 2.]
(7) A notice to be sent under this section to a liquidator may be addressed to the liquidator at his last known place of business, and a letter or notice to be sent under this section to a limited liability company may be addressed to the company at its registered office, or, if no office has been registered or the Department has reasonable cause to believe that the registered office has been abandoned, to the care of the manager, the registered agent or any member whose name and address are known to the Department, or may be sent to each of the persons who subscribed to the articles of organisation, addressed to him at the address mentioned in the articles of organisation.
[Subs (7) amended by SD155/10 Sch 2.]
(8) For the purposes of this section, a limited liability company which has failed to forward an annual return to the Department within 6 months after the company’s return date under section 10, shall be deemed not to be in operation until such return is forwarded to the Department.
[Subs (8) amended by SD155/10 Sch 2.]
(9) Subsection (8) is without prejudice to section 10(3) of this Act.
(10) For the purposes of this section and section 11A, a notice shall be considered published-
(a) by publishing a notice in one edition of a newspaper published and circulating in the Isle of Man; and
(b) by publishing a notice on the Department of Economic Development website for a minimum period of one month; and
[Para (b) amended by SD155/10 Sch 2.]
(c) by the Department maintaining a current list in the prescribed form and with the prescribed particulars of limited liability companies in respect of which notice has been published and by making such list available for inspection by any person.
[S 11 substituted by Companies, etc. (Amendment) Act 2003 s 17 and amended by SD155/10 Sch 2. Para (c) amended by SD155/10 Sch 2.]