Dear Client,
Please be advised of the recent amendments to the International Business Companies (Amendment) Act, 2024 , which came into effect on 18 December 2024. These changes introduce updates to the restoration process for struck-off companies, changes to the register of members, and inspection rights to the company’s register of director. Below is a summary of the key amendments and their implications. This is a general notice for informational purposes.
Changes to the Register of Members
If shares are held by a nominee, the company must also record details of the nominatorin the Register of Members, as follows:
Individual nominators:
• Full name
• Address
• Date of birth
• Nationality
Corporate nominators:
• Company name
• Address
• Date of incorporation
• Country of incorporation
Failure to maintain an updated register of members may result in a penalty of up to USD 10,000 for the company and its directors.
For your reference, below follows the relevant definitions of the terms:
• Nominee: means a person who has been instructed to act on behalf of another person (the nominator) in a certain capacity regarding a company and includes a person who holds legal title over shares or other membership interests in a company on behalf of another person (the nominator).
• Nominator: means a person who instructs a nominee to act on the nominator’s behalf in a certain capacity regarding a company and includes a person who instructs a nominee to hold legal title over shares or other membership interests or any other control in a company on the nominator’s behalf.
Access to the Register of Directors
Under the latest amendments, directors and members now have the right to access the company’s register of directors for free, either in person or through an authorized attorney.
Companies must allow access for at least two hours on business days. If inspection is denied or a requested copy is not provided within 21 business days, the company may face a fine of up to US$5,000, and the affected person can seek a court order to enforce access.
Restoring a Struck-Off Company
The amendment reduces the time for a company to be struck off the register for non-payment of its annual fee or any accrued late penalties. Companies will now be struck off if payment is not made within 180 days after its anniversary date.
Who Can Request a Restoration?
The following individuals can apply to restore a struck-off company:
• A creditor of the company.
• A member or former member (shareholder).
• A director or former director.
• A liquidator or former liquidator.
What Are the Requirements for Restoration?
To restore the company, the applicant must:
• Ensure payment of the restoration fee and all outstanding fees and penalties to the Registrar.
• Ensure the company is compliant with the following documentation:
o Accounting records: The accounting records must accurately reflect and explain the company’s transactions for the past seven (7) years or since the date of incorporation, as applicable.
o Register of members.
o Register of directors.
o Updated Declaration of Beneficial Owner and Register of Beneficial Owners.
Deadline for Restoration
An application to restore the name of a struck off or dissolved company to the Register may be made to the Registrar within five years of the date of striking-off or dissolution.
