Highlights

• The Registrar of Companies has issued a Final Notice of Intention to strike off 5,277 companies listed under Government Gazette Notice No. 16308 published on 18 September 2026.
• Companies facing dissolution risk losing property and rights as all properties will be deemed bona vacantia (properties of no one) and will be vested to the government.
• The Notice gives affected companies 90 days from publication to object or show cause.
• Being listed does not itself mean that a company has already been dissolved.

1. Introduction

A company is a creation of law, and upon incorporation, it acquires a legal personality separate from its shareholders and directors. As famously stated by Lord Macnaghten in Salomon v A. Salomon & Co Ltd [1897] AC 22, “The company is at law a different person altogether from the subscribers to the memorandum….” This separate legal personality continues until the company is lawfully dissolved. Once a company is dissolved, it is “dead” and no longer exists. Therefore, the important question is what happens to the company and its property upon dissolution. For companies owning land and other valuable assets, this raises a significant issue of bona vacantia.

2. Understanding the 18 September 2026 Gazette Notice

On 18 September 2026, the Registrar of Companies issued Government Gazette Notice No. 16308, being a Final Notice of Intention to Strike Companies from the Register pursuant to section 403 (3) of the Companies Act, Cap. 212 R.E. 2023. The Notice follows earlier notices issued on 2 June 2022 and 13 July 2022 and lists 5,277 companies proposed to be struck off. The affected companies have a final period of Ninety (90) days from publication to raise an objection or otherwise show cause. If no objection is made within that period, the Registrar may proceed with the statutory striking-off process. Being listed does not, by itself, mean that a company has already been dissolved.

3. What Happens to Company-Owned Assets, Including Land?

This is a critical issue for companies holding land and other valuable assets. A company owns its property in its own legal capacity, and shareholders do not ordinarily own company property merely because they hold shares. Upon dissolution, Section 405 of the Companies Act provides that property and rights belonging to the company immediately before dissolution, subject to the exceptions, become bona vacantia. This includes the company’s owned land, buildings and other valuable assets.

What does bona vacantia mean and its effect to a dissolved company?

Bona vacantia means “property belonging to no one or ownerless property”. In case of a dissolved company the law treats the company’s property as bona vacantia and under Section 405 of the Companies Act [Cap. 212 R.E 2023], such property shall automatically be vested to the Government. The afore means following dissolution of a Company, the company will lose all its assets, including land and the same will be vested to the Government.

4. What Can Victory Attorneys & Consultants Do?

Victory Attorneys & Consultants have experts who can assist affected companies in the following ways: –

First, rescuing them from striking off and taking appropriate legal steps to preserve their corporate status and interests.

Second, assists companies in planning and implementing appropriate exit strategies before striking off, particularly where the company owns land, other assets or has outstanding legal and commercial interests.

Third, where a company has already been struck off and dissolved, assisting in pursuing restoration and addressing the resulting legal consequences, including issues relating to bona vacantia, companies owned assets and other rights.

5. Conclusion

The Government Gazette Notice No. 16308 places 5,277 companies at risk of striking off, with potentially significant consequences upon dissolution, particularly in relation to company-owned land and other assets that may become bona vacantia. Therefore, the matter requires timely legal attention, and Victory Attorneys & Consultants is available to assist affected companies with the appropriate legal intervention.

Disclaimer

This article is not intended to offer legal advice but rather aims to provide general information on the subject matter discussed. It does not constitute and should not be relied upon as legal advice. Victory Attorneys & Consultants explicitly disclaims any responsibility for any loss that may occur if this article is relied upon without first seeking professional legal advice from our legal experts. Individuals should consult qualified professionals for tailored legal guidance related to their specific circumstances.

Authored by:
Kelvin Nyagawa
Associate – Victory Attorneys & Consultants