Article 2.6.10 Dissolution and Winding Up

(a) Voluntary Dissolution:

An entity may be dissolved voluntarily by a resolution of its shareholders or members in accordance with its governing instruments (including its foundational document) and applicable Operator or Company Registrar requirements (as applicable). Voluntary dissolution shall not relieve the entity of obligations to creditors, regulators, or other stakeholders unless lawfully discharged. The Registrar may refuse to register a voluntary dissolution where there is a pending investigation, unresolved regulatory breach, or credible evidence of intent to frustrate enforcement or creditor recovery.

(b) Involuntary Dissolution:

An entity may be dissolved involuntarily by order of the ICT Court, the Operator or Companies Registrar (as applicable), including where:

(i) The entity has failed to comply with mandatory filing, operational, or governance obligations under this ICT Code, including paying its annual residency ICT fees;

(ii) The entity is insolvent or no longer conducting business for a continuous period exceeding twelve (12) months;

(iii) Dissolution is necessary to prevent abuse, fraud, or regulatory evasion.

(c) Winding Up Process:

All dissolutions shall be accompanied by a lawful winding up process, which shall follow the Bankruptcy provisions in Chapter 2.9.

(d) Administrative Strike-Off:

Where an entity is inactive, fails to meet minimum compliance requirements, or is otherwise non-operational for a continuous period prescribed by regulation, the Operator or Companies Registrar (as applicable) may initiate an administrative strike-off procedure. This process shall:

(i) Include notice to the last known compliance contact or registered office;

(ii) Allow a minimum objection period of sixty (60) calendar days;

(iii) Result in removal from the Companies Register if no valid objection or remedial filing is made;

(iv) Permit the Operator or the Companies Registrar (as applicable) to postpone or decline strike-off where unresolved investigations or matters of public interest exist.

(e) Reinstatement:

An entity struck off under this Article may apply for reinstatement within 12 (twelve) months of the strike-off date, subject to:

(i) Demonstration of good cause or inadvertent error;

(ii) Payment of applicable penalties or filing arrears;

(iii) Operator or Companies Registrar (as applicable) approval confirming no material prejudice to creditors or the public.

(f) Digital Filing and Record-Keeping:

All dissolution, winding up, and reinstatement procedures shall:

(i) Be recorded through the Companies Registry either through the ICT City App or related ICT digital interface;

(ii) Include final accounts and status updates in machine-readable format;

(iii) Be published on the public digital register unless confidentiality is lawfully granted by the ICT Court;

(iv) Be recorded in a tamper-evident digital ledger maintained by the Registrar, with authorised access for relevant parties;

(v) Include revocation or archival of all digital credentials, system-level access rights, and smart contract permissions held by the dissolved entity;

(vi) Retain dissolution records, final filings, and material disclosures for a minimum of 5 years from the date of deregistration.

(g) Simplified Process for Dormant Entities:

The Operator or Companies Registrar (as applicable) may adopt a simplified dissolution framework for micro-entities or those classified as dormant, including waiver of certain procedural steps where there is no outstanding liability. Where appropriate, digital auto-dissolution protocols or default strike-off triggers may be deployed to reduce administrative burden.

(h) Successor Entity Liability:

Any reconstitution, re-registration, or successor entity carrying on substantially the same business shall not avoid pre-existing liabilities unless expressly discharged by law within the ICT or by written agreement with affected parties and approved by the Registrar.