Civil Case (Haifa) 38374-07-26 Ganaim Ali v. Ministry of Justice/Registrar of Companies Division, Partnerships

Judgment

1. I have a request before me For the revival of the company. Kapco (555) Ltd.  (hereinafter: "The Company") that was registered as voluntarily liquidated, and to return its name to the Register of Companies as an active company for the purpose of continuing its activity.
2. The company is a private company that was incorporated on February 15,2012. The company's wording indicates that the applicant, Mr. Ganaim Anis Ali (hereinafter: "The Applicant") is registered as a shareholder and sole director of the company.  The company was incorporated in order to engage in the field of construction and related fields.
3. The Registrar of Companies records show that no reports were filed in the company's matter as of its registration and at least since 2013, and that no annual fees were paid for the years 2013-2026.
4. The company is currently registered as "voluntarily liquidated" as of 22/02/22.
5. According to what is claimed in the application, on February 22,2012, the company was voluntarily liquidated and deleted from the Companies Register, after it did not commence business activity and due to the lack of need for its continued existence at that time. It was claimed that the liquidation of the company was purely administrative, and did not stem from insolvency, from the cessation of business activity due to financial difficulties or for any other reason that attests to improper conduct on the part of the company.  It was further argued that the Applicant, who is an economist and civil engineer with extensive professional experience in the field of construction, decided to expand his business activity and also engage in the execution of contracting work through the Company, and therefore he is requesting its revival so that it will be active for the purpose of contracting with customers, entrepreneurs and contractors, participating in tenders, carrying out works in the construction industry, opening files with the authorities, issuing invoices in accordance with the law, contracting with suppliers, and for the purpose of obtaining contractor classification, to the extent required.  It was further argued that the revival of the company is requested for the purpose of starting new and legal business activity and not for the purpose of regulating past activity, and the application does not infringe on the rights of any third party.  In addition, it was noted that the Applicant undertakes to arrange all the requirements of the Registrar of Companies, including the payment of fees, fines, submission of reports and any additional documents required for the purpose of reviving the company.
6. 006. The request was forwarded to the Registrar of Companies for comment (hereinafter: "The Respondent") and the Commissioner of Insolvency Proceedings (hereinafter: "The Supervisor").

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7. The Director-General chose not to submit a response to the request.
8. The Respondent submitted a response to the application according to which since it is a company registered as voluntarily liquidated, it lacks legal personality and therefore cannot be a party to the proceeding. Therefore, It was argued that the identity of the parties in the case should be corrected.  In addition, , It was noted that since more than two years have passed since the company's liquidation The Applicant should have filed a request for an extension of the deadline for the revival of the company, however, even in the absence of such an application, the Respondent noted that it does not object to the extension of the deadline.
9. On the merits of the matter, the Respondent argued that in light of the passage of time since the liquidation of the company in the Registry and in view of the fact that no reports were submitted and no annual reports were submitted, and in light of the Applicant's claim that he wishes to continue his business activity through the Company, the Applicant should be instructed to clarify why it is not possible to expand his business activity by establishing a new company and whether he wishes to submit bids for tenders. It was noted that insofar as this is the case, and if one of the conditions of the tenders is the submission of bids through companies, with an emphasis on companies with a certain seniority, this may constitute a misrepresentation.  The Respondent further wondered why there is a need to expand the business activity through a company and not as a licensed dealer, and whether the Applicant is able to present to the court a letter of recommendation from an accountant and/or any other relevant document attesting to the necessity of managing the business activity/expanding it through a company.
10. Moreover, the Respondent noted that the Registrar of Companies has no objection to the request for revival, but its position should be conditioned on the provision of clarifications as stated above, on notifying or receiving a response from officers registered in the company, including the company's liquidator and/or additional shareholders, if any, regarding the submission of the application to cancel the liquidation of the company, and on the publication of a notice of the revival of the company. In addition, it was noted that if the application is approved and the company returns to being an active company in the registry, it will be made clear that the company will be liable for the obligations in accordance with the provisions Companies Law, התשנ"I-1999 (hereinafter: "Companies Law") and the regulations by virtue of it, and in particular the obligation to pay an annual fee and the obligation to file an annual report, and if it does not do so, it will be possible to declare it a violating company with all that this entails.  Finally, the Respondent noted that since the company was voluntarily liquidated, it was previously granted an exemption from fee obligations for the years 2013-2022, but in light of the request to revive the company, it is requested that the company be obligated to pay the fee debt for those years in which annual fees were not paid due to the voluntary liquidation of the company.

The Ottoman Settlement [Old Version] 191611.      The Applicant submitted a reply to the Respondent's response.  In his response, the Applicant stated that he was willing to comply with the procedural conditions which were determined in the Respondent's position.  With regard to the clarifications requested, the Applicant stated that he is a certified building engineer with a higher academic education in the field of civil engineering; holds a master's degree in business administration and economics; a lecturer in the field of construction safety; a registered safety officer and has held senior managerial positions in the construction industry over the years.