Struck Off & Still Operating?

If your business has been struck off the Companies Registry, you are no longer a legally recognized entity, and continuing to operate could land you into a lot trouble.

You may be in breach of the Companies Act.

Let’s talk first about what it really means to be “Struck Off”

Being “struck off” means your company has been removed from the official Register of Companies kept by the Ministry of Legal Affairs. According to the Companies Act, Chap. 81:01 489. (1) The Registrar may strike off the register a company

or other body corporate, including an external company, if—

(a) the company or other body corporate fails to send any return, notice, document or prescribed fee to

the Registrar as required pursuant to this Act;

(b) the company is dissolved;

(c) the company or other body corporate is

amalgamated with one or more other companies

or bodies corporate;

(d) the company does not carry out an undertaking

given under section 493(a)(i);

(da) the registration of the non-profit company is

cancelled or surrendered pursuant to the

Non-Profit Organisations Act 2019; or

(e) the registration of the body corporate is revoked

pursuant to this Act.

Once struck off, your business is no longer a legal entity. Your company no longer legally exists.

In addition to the above, it is worth noting that liability continues. But that’s a whole other conversation we may discuss at another time. (See legislation clip in image below)

Can You Still Operate a Business If You’re Struck Off?

A direct answer to this question is No! And doing so is a direct violation of the law.

When your company is struck off:

It no longer exists legally.
Cannot issue valid invoices, sign leases, or engage in official transactions
You cannot enter into any lawful contracts, including with private sector clients and especially not with government ministries or agencies.
You risk contract nullification, fines, and legal exposure.
Directors and officers may become personally liable for actions taken on behalf of a non-existent entity.

That means if you sign a lease, invoice a client, or apply for a government tender, you may be committing fraud. If you’re still conducting business as usual, you’re exposing yourself to legal penalties, contract disputes, and even criminal liability.

A struck-off company cannot do business with the government. Ministries, state companies, and procurement offices are bound by law to award contracts only to companies in good standing.

Awarding contracts to a struck-off company:

Violates public procurement regulations
Exposes the government to legal action
Can trigger investigations into public officers
Places the entire project at risk of being invalidated

If you’re struck off, you’re automatically disqualified from receiving or performing any official contract.

You must act with urgency to be restored to good standing. The longer you delay, the greater the risk of:

Losing existing contracts
Becoming ineligible for bank loans or government grants
Facing legal action from clients or suppliers
Personal liability as a director

Here’s the part most business owners miss: their business bank account!

Banks in Trinidad and Tobago are legally obligated to ensure their business clients are active, compliant entities. Being struck off can trigger serious banking consequences:

Your business account may be flagged or frozen due to non-compliance
You may be unable to open new business accounts
Access to credit lines, overdrafts, and loans can be revoked or denied
You may be required to provide evidence of restoration to continue using business banking services
Some banks have been known to report non-compliant accounts to regulators under anti-money laundering protocols

In short, your ability to access, move, or receive money could be severely limited just because you didn’t file your annual returns.

The Companies Registry allows for restoration, but it’s not automatic. You must first:

Clear all outstanding annual returns and notices
Pay applicable penalties and late fees (the current amnesty – which expires on September 15, 2025 – eliminates these costs)
Submit a formal request for restoration via the prescribed Form 24 (companies)

The longer you wait, the more complex and expensive this process becomes. Ignoring this problem now, is putting everything at risk: your contracts, your bank account, and your entire business reputation.

Operating a struck-off company is not business as usual, it is business at risk! You’re breaking the law, you’ll be disqualified from government contracts, your bank account could be suspended and your directors may face personal liability.

Don’t know if your company was struck-off? Check your company status now. Note, the Companies Registry’s site is in “Not Secure” mode, so you may have to open link on a desktop. Or simply call us to check for you. https://legalaffairs.gov.tt/strikeoff.php

And if you need to get your business back on the Registry or simply in order, check out our Tax Compliance Department.