The Bhutanese Leading the way.
Seven registered companies in the country were dissolved with effect from February 1, 2012 after they failed to comply with ‘The Companies Act 2007’ and operational rules.
These companies had registered with the Company Registry Division (CRD), under Department of Industry, Ministry of Economic Affairs (MoEA).
The companies dissolved are A Pelri Trust Private Limited, TST Systems Private limited, Kingyal Real Estate Private Limited, Druk Packaging and Industries Private Limited, Bhutan Ventures Group Pvt. Limited, United Industries Private Limited, and Mega Private Limited.
Mega Private Ltd, a manufacturer of Vanaspati, incorporated sometime in 2000, had to wind up due to fronting charges and the rest had to be dissolved because they failed to report to the office for two consecutive years despite numerous notifications.
The ground for action taken was repeated non-compliance to the Companies Act and also offence under any laws of the land.
“We have struck off the names of the defunct companies; literally taken them off the list. Now it is up to them how they want to wind-up their liabilities. The legal consequence is that these companies won’t be recognized by the government,” said the Registrar of Companies, Karma Yeshey.
But among the companies, only Bhutan Ventures Group (machinery hiring agency) that was incorporated in 2010 is in the process of being liquidated.
United Industries Private Limited, another manufacturer of Vanaspati, incorporated in January 2007, is yet to settle accounts as it is waiting for its foreign trade partner to respond.
Each of the companies which had invested a minimum of Nu 5mn and a maximum of Nu 10 mn had been given time till 20 January, 2012 for administrative restoration, but now it is too late.
Administrative restoration means a quicker means of restoring a company to the register.
The Companies Act states that the effect of this action by the Registrar of companies is that, the companies struck off from the list of incorporated companies will lose their separate legal entity as legal person, along with loss of all rights as corporate entity under section 5(4) of the Act including limited liability of shareholders of the company.
Speaking on ways companies are dissolved, Karma Yeshey said it was done in three ways and the ultimate step was the use of power.
The methods of closing a company include voluntarily winding up a business by appointing a liquidator or compulsorily winding it up if the company suffers bankruptcy or if the company was involved in criminal activities.
“Even if the name is struck off, the liabilities of every director, officer and shareholder of the company shall continue and be enforced as if the company has not been dissolved,” said Karma Yeshey explaining that whatever liabilities remained should be carried by the owners or shareholders.
Following this, the shareholders must wind up their companies and submit the Articles of Incorporation and the Certificate of Incorporation to the CRD.
“Therefore, all concerned are requested not to deal with these companies as limited liability companies and any dealings after this notice shall be at the risk of the concerned individuals or businesses. All relevant government agencies should consider these companies as defunct companies for all legal purposes,” said Karma Yeshey.
Meanwhile, if somebody wants to continue doing business with these companies, it will not be allowed. However, other companies will be permitted to use the same name of the companies that has been struck off.
Pelri Trust Private Limited was a company that wanted to deal in hospitality business and was incorporated in December 2008; TST Systems Private Limited was incorporated in December 2006; Kingyal Real Estate Private Limited in November 2008; and Druk Packaging and Industries Private Limited, that wanted to manufacture poly products, and tarpaulin in December 2004.
