Vol. 545 No. 1
94 Mr. J. Bruton asked the Tánaiste and Minister for Enterprise, Trade and Employment if a company which has been dissolved by the Companies Office can continue to trade legally as a bona fide company; if the company can be a recipient of grant aid from the Government; if the company can retain grants previously given before dissolvement; and if she will make a statement on the matter. [29534/01]
A company that has been dissolved no longer legally exists and cannot continue to trade, hold assets or receive State grants. State agencies have due diligence procedures in place to ensure that payments are in order so that the question of paying grants after dissolution should not arise.
Under section 28 of the State Property Act, 1954, all property and land vested in, or held in trust for, a body corporate immediately before its dissolution becomes, upon dissolution, the property of the State and is vested in the Minister for Finance. However, it is possible for a company to be restored to the register.
Under section 311A of the Companies Act, 1963, a company that has been dissolved can be restored to the register of companies by making an application to the Registrar of Companies within 12 months of its dissolution. Alternatively, under section 311 of the Companies Act, 1963, a company, member or creditor can also seek to have a dissolved company restored to the register, within a period of 20 years from its dissolution, by seeking a High Court order to that effect. A company that is restored to the register is deemed to have continued in existence as if its name had not been struck off.
95 Mr. J. Bruton asked the Tánaiste and Minister for Enterprise, Trade and Employment if a dissolved company can have effective and operational insurance cover in place even though dissolved; if an insurance company insuring against damage occurring as a result of activities by a company now dissolved has liabilities in respect of damage caused by a company whom it has insured; and if she will make a statement on the matter. [29535/01]
A company that has been dissolved has no continuing legal existence. It cannot, therefore, continue to hold insurance post-dissolution. Post-dissolution, if the business formerly carried on by the dissolved company is still being carried on, the persons operating that business are the legal owners of the business and ought to have insurance in their personal capacity to indemnify them against any claims that may be made in respect of damage occurring as a result of the activities of that business.
If, however, the dissolved company is restored to the register, either administratively within 12 months of the date of dissolution, or by court order within 20 years, the company is deemed by law to have continued in existence as if it had never been struck off, and so any policy of insurance that may have been taken out in its name during the post-dissolution period will be retrospectively validated.
In relation to the activities of the company pre-dissolution, while the circumstances in any individual case will vary, it would be normal practice for a person taking action for damages arising from those activities to seek through the Circuit Court as a creditor of the dissolved company to have the company restored to the register of companies for the purposes of those proceedings, as it is the company that is required to be named as defendant to the proceedings, and it has no legal standing so long as it remains dissolved.
