Beginning next month, 11,402 companies that are 20 years in default on filing annual returns or the payment of associated fees, will be struck from the register of companies, Attorney General Carl Bethel confirmed yesterday, after notices from law firms about the impending move by the government appeared in the newspapers and began to create a frenzy.
However, Bethel explained that this information was presented to the public through his presentation in the Senate on July 19. But nobody seemed to pick up on the order about to be brought down by the Registrar of Companies.
“Pursuant to the provisions of section 271(5) of the Companies Act, as amended in the Companies Amendment Act, 2019, [Registrar General E. Sally-Ann Lockhart-Pratt] has indicated her intention, commencing in the first week of August, 2019, to exercise the power ‘after the expiration of ninety days from the coming into force of this section…without serving any prior notice’ to remove a company from the register which is more than 20 years in default of any requirement as to annual returns or payment of the prescribed fee,” Bethel said in his Senate speech.
“I, therefore, have been asked to advise the general public, financial and corporate service providers and registered offices generally of this impending regulatory action, as a courtesy and not pursuant to any legal requirement.”
The act explains that while the registrar general does not have to give notice to any company 20 years in arrears of it being struck from the register, the removal will be gazetted.
“Upon removal from the register, any property owned by the company will vest in the treasurer, and after a further period of twenty years will be deemed to bona vacantia and will vest in the treasurer in trust for the Bahamian people,” Bethel said in his Senate address.
“Owners, creditors or liquidators of any company that has been struck off have a period of twenty years after the striking off to apply for restoration of the company upon paying the outstanding fees and filing the required annual returns. Such persons can also enter into an arrangement with the registrar to pay outstanding fees over an agreed period of time.”
Bethel told Guardian Business yesterday that law firms will likely charge their clients about $400 per year in default to bring the company current, adding that the outstanding associated fees for each year in default will also have to be paid.
One law firm posted a notice in the newspaper offering to assist companies that find themselves in this position.
Bethel said in the Senate that the move to clean up the register of companies will allow the Ministry of Finance to accurately estimate the strength of the country’s commercial sector.
“Once this exercise shall have been completed the [registrar general] has also indicated her intention afterwards to give statutory notice to all registered offices or (in the absence of an existing office) public notice in the Gazette, of her intention to strike out all companies which have failed to pay annual fees or file annual returns for the period of ten years or more,” he said.
“At the conclusion of this exercise, the registrar of companies will be better enabled to focus her regulatory duties and efforts on those companies which are truly active, so as to perform her due diligence and supervisory duties under the Companies Act, the Commercial Entities (Substance Requirement) Act and the Register of Beneficial Ownership Act.”