Lawyer Richard Nunekpeku is suggesting that the Office of the Registrar of Companies (ORC) publish the names of directors of organisations who fail to update details or file annual returns as required by law.
The ORC has recently revealed that it will embark on a mass de-registration to remove all companies that do not have complete information or have not filed their annual returns since 2011 when the new system was implemented.
This comes on the back of concerns that dead people still persist as shareholders and directors as some companies have failed to file annual returns, thereby not updating the company registration details like shareholders, directors and geographical location, among others.
It is against this background that the lawyer, who doubles as a transactional consultant, is urging that ORC gives the companies an amnesty period but first publish the names of directors who fail to take up responsibility.
“I may also want to recommend that beyond the deleting, we should begin to name and shame some of the directors of these companies. It will be a deterrent to those who are alive and not updated their records. For instance, if you put the name of the companies out we do not know the names of the directors. However, if you put the names of the directors out then we all know who is not performing their duties at the expense of the companies.
“The last one (de-registration) the Registrar General did, I remember there were a couple of notices issued, giving notice to companies that were involved to take steps to remedy the situation. Such strategies should still be adopted and an amnesty period be given to the companies within a four to six month period. That period will be enough for the company to take steps to rectify any non-compliance on its part,” he said in an interview with the B&FT.
Sanctions
Lawyer Nunekpeku also said that failure to file annual returns does not necessarily mean those persons are dead, as some companies may still be running with officers who are alive but have not proceeded to do what the law requires of them.
He added that the Registrar, beyond de-registration or deleting the companies in question, should exercise sanctions under the Companies Act 2019 (Act 992).
“If you look at our Companies Act of 2019 (Act 992), there are penalties provided for failures on the part of companies’ directors to update their records. So I think that, over time, the Registrar General should apply some of those functions beyond just deleting or removing the names of companies from the register.
“So there are penalties in law that have been prescribed, the companies should not be the only ones suffering those penalties; the persons who are found culpable should also be made to pay penalties for non-performance. There are administrative charges they can be made to pay. Some also have criminal sanctions,” he said.
He also holds that failure to update the details could be due to ignorance on the part of people in positions to do so.
“Because some people may have used their uncles, sisters, fathers, and mothers’ names, they may not even know that they have been used or that the form they signed leading to the incorporation of these companies put them in positions to perform specific roles. So, I am sure this can become a wake-up call for them that they have these responsibilities under the law to perform as directors of the companies their names have been put against,” he said.
“The Registrar still has the opportunity to deepen the exercise of deactivation or deletion of companies by ensuring that officers are contacted through the information they provided as part of the incorporation process,” he added.
