INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT

Part 5

INSOLVENCY AND WINDING UP

Revival of company by Registrar

204. (1) When a company has been struck off the Register and dissolved under the former Act or under section 151, 208 or 241 of this Act, a person who, at the time of the dissolution of the company, was—

(a)  a shareholder or director of the company;

(b)  a creditor or debenture holder of the company; or

(c)  a liquidator or receiver of the property of the company;

may apply to the Registrar for the revival of the company on any of the grounds referred to in subsection (3).

(2)  An application made under subsection (1) shall contain the information and be in the form required by the Registrar and must be made within 20 years of the date of the dissolution of the company.

(3)  If the Registrar is satisfied that, at the time that the company was dissolved, it—

(a)  was still carrying on business;

(b)  was a party to legal proceedings;

(c)  was in liquidation or receivership; or

(d)  had property that had not been disposed of;

he may issue a certificate of revival for the company and restore it to the Register upon such reasonable terms as he considers appropriate.

(4)  Before reviving a company under this section, the Registrar may require—

(a)  the payment of—

(i) all fees and penalties that were due from the company at the date of its dissolution, and

(ii) all fees and penalties that would have been payable at the date that the application was made to him had the company not been dissolved including, in the case of a company struck off and dissolved under the former Act, the fees that would have been payable upon its continuance under this Act; and

(b)  any of the provisions of this Act, or any regulations made thereunder, being provisions with which the company had failed to comply before it was dissolved, to be complied with.

(5)  The Registrar must publish a notice of the revival of a company under this section in the Gazette.

(6)  If the Registrar refuses to revive a company under this section, he must given written notice of his refusal to the applicant.

(7)  The Registrar may refer an application to revive a company made to him under this section to the Court, in which case it must be dealt with by the Court as an application to revive the company made under section 205.

(8)  Where a company is revived and restored to the Register under this section, the Court, on the application of the Registrar, the company or any person referred to in subsection (1), may give such directions or make such orders as may be necessary or desirable for the purpose of placing the company and any other persons as nearly as possible in the same position as if the company had not been dissolved.

(9)  A person referred to under subsection (1) who is aggrieved by a decision of the Registrar made under this section may, within 28 days of the date of the decision appeal to the Court, which shall rehear the application as if it had been made under section 205.

(10) Notice of an appeal under subsection (9) must be served on the Registrar who shall be entitled to appear and be heard at the hearing of the appeal.

Revival of company by Court

205. (1) Subject to subsection (2), when a company has been struck off the Register and dissolved under the former Act or under this Act, an interested person, including the Registrar, may apply to the Court for an order that the company be revived and restored to the Register.

(2)  An application under this section—

(a)  may not be made by a person who could make or who has made an application to the Registrar for the revival of the company under section 204; and

(b)  must be made within 20 years of the date of the dissolution of the company.

(3)  An applicant under this section, other than the Registrar, must give the Registrar notice of the application and the Registrar may appear and be heard at the hearing of the application.

(4)  The Court, if it is satisfied that it is just for the company to be revived, may, upon such terms as it considers appropriate, order that the company be revived and restored to the Register.

(5)  Before making an order for the revival of a company under this section, the Court may require—

(a) the payment to the Registrar of—

(i) all fees and penalties that were due from the company at the date of its dissolution, and

(ii) all fees and penalties that would have been payable at the date that the application was made to the Court had the company not been dissolved including, in the case of a company struck off and dissolved under the former Act, the fees that would have been payable upon its continuance under this Act; and

(b) any of the provisions of this Act, or any regulations made thereunder, being provisions with which the company had failed to comply before it was dissolved, to be complied with.

(6)  On the receipt of an order made under this section, the Registrar shall issue a certificate of revival of the company, restore its name to the Register and publish a notice of the revival of the company in the Gazette.

(7)  Where a company is revived and restored to the Register under this section, the Court may give such directions or make such orders as may be necessary or desirable for the purpose of placing the company and any other persons as nearly as possible in the same position as if the company had not been dissolved.

Dissolution before commencing business

206.    A company that has not issued any shares may be dissolved at any time by resolution of all the directors.

Dissolution where no property or liabilities

207.    A company that has no property and no liabilities may be dissolved by special resolution of the shareholders, or if it has issued more than one class of shares by special resolution of the holders of each class, whether or not they are otherwise entitled to vote.

Effect of articles of dissolution

208.    (1) Articles of dissolution in prescribed form must be filed with the Registrar in respect of a company described in section 206 or 207.

(2)  If he is satisfied that the requirements of this Act in respect of dissolution have been complied with, the Registrar shall, upon receipt of articles of dissolution, issue a certificate of dissolution and strike the company off the Register.

(3)  The company is dissolved on the date shown in its certificate of dissolution.

Proposing liquidation

209.    (1) The directors of a company, or a shareholder who is entitled to vote at an annual meeting of the company, may make a proposal for the voluntary liquidation of the company.

(2)  Notice of any meeting of shareholders of a company at which a voluntary liquidation and dissolution of the company is to be proposed must set out the terms of the liquidation and dissolution.

(3)  A company may liquidate and dissolve by special resolution of the shareholders, or, if the company has issued more than one class of shares, by special resolution of the holders of each class, whether or not they are otherwise entitled to vote.

Filing intent to dissolve

210.    (1) A statement of intent to dissolve a company must be filed with the Registrar in prescribed form.

(2)  If he is satisfied that the relevant requirements of this Part have been complied with, the Registrar shall, upon receipt of a statement of intent to dissolve, issue a certificate of intent to dissolve.

(3)  When a certificate of intent to dissolve a company is issued by the Registrar, the company shall cease to carry on business except to the extent necessary for its liquidation, but its corporate existence continues until the Registrar issues a certificate of dissolution of the company.

(4)  After the issue of a certificate of intent to dissolve, the company shall—

(a)  immediately cause notice of its intent to dissolve to be sent to each known creditor of the company;

(b)  forthwith publish, in the Gazette and once in a newspaper distributed in Anguilla, its intent to dissolve, and take reasonable steps to give notice of its intent in every jurisdiction in which the company is registered or has a place of business at the time it filed the statement of intent to dissolve with the Registrar;

(c)  proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations, and to do all other acts required to liquidate its business; and

(d)  after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind among its shareholders according to their respective rights.

Court supervised liquidation

211.    (1) The Registrar or any interested person may, at any time during the liquidation of a company, apply to the Court for an order that the liquidation be continued under the supervision of the Court as provided in this Part, and the Court may so order and make any further order it thinks fit.

(2) An applicant under this section, other than the Registrar, must give the Registrar notice of the application, and the Registrar may appear and be heard at the hearing of the application.

Revocation of intent to dissolve

212.    (1) At any time after the issue of a certificate of intent to dissolve a company and before the issue of a certificate of its dissolution, a certificate of intent to dissolve may be revoked by filing with the Registrar, in prescribed form, a statement of revocation of intent to dissolve the company, if the revocation is approved in the same manner as the resolution was approved under section 209(3).

(2) If he is satisfied that the relevant requirements of this Act have been complied with, the Registrar shall, upon receipt of a statement of revocation of an intent to dissolve a company, issue a certificate of revocation of intent to dissolve the company.

(3) On the date shown in the certificate of revocation of intent to dissolve a company, the revocation is effective and the company may continue to carry on its business.

Right to dissolve

213.    (1) If a certificate of intent to dissolve a company has not been revoked and the company has complied with section 210(4), the company must prepare articles of dissolution.

(2)  The articles of dissolution in prescribed form must be filed with the Registrar.

(3)  If he is satisfied that the relevant requirements of this Act have been complied with, the Registrar shall, upon receipt of the articles of dissolution of a company under this section, issue a certificate of dissolution of the company and strike the company off the Register.

(4)  The company is dissolved on the date shown in its certificate of dissolution.

Court ordered dissolution

214.    (1) The Registrar or any interested person may apply to the Court for an order dissolving a company, if the company—

(a)  has contravened section 18 or section 130, 132 or 157;

(b)  has failed for 2 or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of shareholders;

(c)  has procured any certificate under this Act by misrepresentation; or

(d)  carries on business without a shareholder.

(2)  An applicant under this section, other than the Registrar, must give the Registrar notice of the application, and the Registrar may appear and be heard at the hearing of the application.

(3)  Upon an application under this section, the Court may order that the company be dissolved, or that the company be liquidated and dissolved under the supervision of the Court, and the Court may make any other order it thinks fit.

(4)  Upon receipt of an order under this section or section 215, the Registrar must—

(a)  if the order is to dissolve the company, issue a certificate of its dissolution and strike the company off the Register; or

(b)  if the order is to liquidate and dissolve the company under the supervision of the Court, issue a certificate of intent to dissolve the company;

and publish a notice of the certificate he has issued under this section in the Gazette.

(5)  The company is dissolved on the date shown in its certificate of dissolution.

Court ordered dissolution: other circumstances

215.    (1) The Court may order the liquidation and dissolution of a company or any of its affiliated companies upon the application of a shareholder, debenture holder, creditor, director or officer if the Court is satisfied that—

(a)  any unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the company after the occurrence of a specified event and that event has occurred;

(b)  it is just and equitable that the company be liquidated and dissolved; or

(c)  the company is insolvent or unable to pay its debts.

(2) Upon an application under this section, the Court may make such order under this section or section 217 as it thinks fit.

Court supervision of voluntary liquidation

216.    (1) An application to the Court to supervise a voluntary liquidation and dissolution under section 211 must state the reasons the Court should supervise the liquidation and dissolution, and the reasons must be verified by the affidavit of the applicant.

(2) If the Court makes an order applied for under section 211, the liquidation and dissolution of the company must be continued under supervision of the Court in accordance with this Act.

Dissolution by Court

217.    (1) An application to the Court under section 215 must state the reasons the company should be liquidated and dissolved, and the reasons must be verified by the affidavit of the applicant.

(2)  Upon an application under section 215, the Court may make an order requiring the company and any person having an interest in the company or claim against it to show cause, at a time and place specified in the order, which must not be less than 4 weeks after the date of the order, why the company should not be liquidated and dissolved.

(3)  Upon an application under section 211 to supervise a voluntary liquidation and dissolution of a company, the Court may order the directors and officers of the company to furnish to the Court all material information known to, or reasonably ascertainable by, them including—

(a)  the financial statements of the company;

(b)  the name and address of each shareholder of the company; and

(c)  the name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the company has a contract.

(4)  A copy of an order made under subsection (2) must—

(a) be published in a newspaper distributed in Anguilla, as directed in the order, at least once in each week before the time appointed for the hearing; and

(b) be served upon the Registrar and each person named in the order.

(5) Publication and service of an order under this section must be effected by the company or by such other person and in such manner as the Court may order.

Court powers

218. In connection with the dissolution or the liquidation and dissolution of a company, the Court may, if it is satisfied that the company is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit, including—

(a)  an order to liquidate;

(b)  an order appointing a liquidator, with or without security, fixing his remuneration or replacing a liquidator;

(c)  an order appointing inspectors, or referees, specifying their powers, fixing their remuneration or replacing inspectors or referees;

(d)  an order determining the notice to be given to an interested person, or dispensing with notice to any person;

(e)  an order determining the validity of any claim made against the company;

(f)   an order, at any stage of the proceedings, restraining the directors and officers of the company from—

(i) exercising any of their powers, or

(ii) collecting or receiving any debt or other property of the company and from paying out or transferring any property of the company except as permitted by the Court;

(g)  an order determining and enforcing the duty or liability of any present or former director, officer or shareholder of the company—

(i) to the company, or

(ii) for an obligation of the company;

(h) an order approving the payment, satisfaction or compromise of claims against the company and the retention of amounts for such purpose, and determining the adequacy of provisions for the payment or discharge of obligations of the company, whether liquidated, unliquidated, future or contingent;

(i) an order disposing of, or destroying the documents and records of the company;

(j) upon the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the liquidation;

(k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on such terms as the Court thinks fit, and confirming any act of the liquidator;

(l) subject to section 223, an order approving any proposed interim or final distribution to shareholders in money or in property;

(m) an order disposing of any property belonging to creditors or shareholders who cannot be found;

(n) upon the application of any director, officer, shareholder or debenture holder, creditor or the liquidator—

(i) an order staying the liquidation on such terms and conditions as the Court thinks fit,

(ii) an order continuing or discontinuing the liquidation proceedings, or

(iii) an order to the liquidator to restore to the company all its remaining property; and

(o) after the liquidator has rendered his final accounts to the Court, an order dissolving the company.

Company to cease business

219.    (1) Where a Court makes an order for the liquidation of a company, then, from the date stated in the order—

(a)  the company shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and

(b)  the powers of the directors and shareholders cease and are vested in the liquidator, except as specifically authorised by the Court.

(2) The liquidator may delegate any of the powers vested in him by paragraph (1)(b) to the directors or shareholders.

Appointment of liquidator

220.    (1) When making an order for the liquidation of a company, or at any time thereafter, the Court may appoint any person including a director, officer or shareholder of the company, as liquidator of the company.

(2) Where an order for the liquidation of a company has been made and the office of liquidator is or becomes vacant, the property of the company is under the control of the Court until the office of liquidator is filled.

Duties of liquidator

221.    A liquidator must—

(a)  forthwith after his appointment, file notice of his appointment with the Registrar and give notice of his appointment to each claimant and creditor of the company known to the liquidator;

(b)  forthwith give, by publication in the Gazette and by insertion once a week for 2 consecutive weeks in a newspaper distributed in Anguilla, notice—

(i) requiring any person indebted to the company to render an account and pay to the liquidator at the time and place specified any amount owing,

(ii) requiring any person possessing property of the company to deliver it to the liquidator at the time and place specified, and

(iii) requiring any person having a claim against the company, whether liquidated, unliquidated, future or contingent, to present particulars of the claim in writing to the liquidator not later than 2 months after the first publication of the notice;

and the liquidator must take reasonable steps to give notice of his appointment in every jurisdiction where the company is registered or has a place of business and to require persons described in subparagraphs (i) to (iii) to take similar action;

(c)  take into his custody and control the property of the company;

(d)  open and maintain a trust account for the money of the company received and paid out by him;

(e)  keep accounts of the money of the company received and paid out by him;

(f)   maintain separate lists of the shareholders, creditors and other persons having claims against the company;

(g)  if at any time the liquidator determines that the company is unable to pay, or adequately provide for the discharge of its obligations, apply to the Court for directions;

(h) deliver to the Court and file with the Registrar, at least once in every 12-month period after his appointment, or more often as the Court may require, financial statements of the company in the form required by section 126 or 128, or in such other form as the liquidator may think proper, or as the Court may require; and

(i) after his final accounts are approved by the Court, distribute any remaining property of the company among the shareholders according to their respective rights.

Powers of liquidator

222. (1) A liquidator may—

(a)  retain attorneys-at-law, accountants, engineers, appraisers and other professional advisers;

(b)  bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the company;

(c)  carry on the business of the company as required for an orderly liquidation;

(d)  sell by public auction or private sale any property of the company;

(e)  do all acts and execute any documents in the name and on behalf of the company;

(f)   borrow money on the security of the property of the company;

(g)  settle or compromise any claims by or against the company;

(h) make financial provision in respect of the custody of the documents and records of the company after its dissolution; and

(i) do all other things necessary for the liquidation of the company and the distribution of its property.

(2)  A liquidator incurs no liability as liquidator if he relies in good faith upon—

(a)  financial statements of the company represented to him by an officer of the company or in a written report of the auditor of the company to reflect fairly the financial condition of the company; or

(b)  an opinion, a report or a statement of an attorney-at-law, accountant, an engineer, an appraiser or other professional adviser retained by the liquidator.

(3)  If a liquidator has reason to believe that any person has in his possession or under his control, or has concealed, withheld or misappropriated any property of the company, the liquidator may apply to the Court for an order requiring that person to appear before the Court at the time and place designated in the order, and to be examined.

(4)  If the examination referred to in subsection (3) discloses that a person has concealed, withheld or misappropriated property of the company, the Court may order that person to restore the property or pay compensation to the liquidator.

(5)  A liquidator must pay the costs of liquidation out of the property of the company and must pay or make adequate provision for all claims against the company.

Final accounts of liquidator

223. (1) Within 1 year after his appointment, and after paying or making adequate provision for all claims against the company, the liquidator must apply to the Court—

(a)  for approval of final accounts and for an order permitting him to distribute in money or in kind the remaining property of the company to its shareholders according to their respective rights; or

(b)  for an extension of time, setting out the reasons for the extension.

(2) If a liquidator fails to make the application required by subsection (1), a shareholder of the company may apply to the Court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

(3)  A liquidator must give to—

(a)  the Registrar;

(b)  each inspector appointed under section 218;

(c)  each shareholder; and

(d)  any person who provided a security or fidelity bond for the liquidator;

notice of the liquidator’s intention to make application under subsection (1), and he must publish a notice thereof in a newspaper distributed in Anguilla, or as otherwise directed by the Court.

(4)  If the Court approves the final accounts rendered by a liquidator, the Court must make an order—

(a)  directing the Registrar to issue a certificate of dissolution;

(b)  directing the custody or disposal of the documents and records of the company; and

(c)  subject to subsection (5), discharging the liquidator.

(5)  The liquidator must forthwith file a certified copy of the order referred to in subsection (4) with the Registrar.

(6)  Upon receipt of the order referred to in subsection (4), the Registrar must issue a certificate of dissolution and strike the company off the Register.

(7)  The company is dissolved on the date shown in its certificate of dissolution.

Money distribution

224. (1) If, in the course of liquidation of a company, the shareholders resolve or the liquidator proposes—

(a)  to exchange all or substantially all the property of the company for shares or debentures of another body corporate for distribution to the shareholders; or

(b)  to distribute all or part of the property of the company to the shareholders in kind;

a shareholder may apply to the Court for an order requiring the distribution of the property of the company to be in money.

(2) Upon application under subsection (1), the Court may order—

(a)  that all the property of the company be converted into, and distributed in, money; or

(b)  that the claims of any shareholder applying under this section be satisfied by a distribution in money.

Custody of records

225.    A person who has been granted custody of the documents and records of a dissolved company remains liable to produce those documents and records for 6 years following the date of the company’s dissolution, or until the expiry of such other shorter period as may be ordered under section 223(4).

Continuation of actions

226.    (1) In this section “shareholder” includes the legal representatives of a shareholder.

(2)  Notwithstanding the dissolution of a company under this Act—

(a)  a civil, criminal or administrative action or proceeding commenced by or against the company before its dissolution may be continued as if the company had not been dissolved;

(b)  a civil, criminal or administrative action or proceeding may be brought against the company within 2 years after its dissolution as if the company had not been dissolved; and

(c)  any property that would have been available to satisfy any judgment or order if the company had not been dissolved remains available to satisfy the judgment or order.

(3)  Service of a document on a company after its dissolution may be effected by serving the document upon a person shown in the articles as having consented to be a first director of the company unless a notice has been filed under section 76, in which case a document may be served upon any person shown in the last such notice to be filed.

(4)  Notwithstanding the dissolution of a company, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder upon the distribution, but an action to enforce that liability may not be brought after 2 years from the date of the dissolution of the company.

(5)  A Court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the Court thinks fit, and, if the plaintiff establishes his claim, the Court may refer the proceedings to a referee or other officer of the Court, who may—

(a)  add as a party to the proceedings before him each person found by the plaintiff to have been a shareholder;

(b)  determine, subject to subsection (4), the amount that each person who was a shareholder should contribute towards satisfaction of the plaintiff’s claim; and

(c)  direct payment of the amounts so determined.

Whereabouts of claimants unknown

227.    (1) Upon the dissolution of a company, the portion of property distributable to a creditor or shareholder who cannot be found must be converted into money and paid into the Consolidated Fund.

(2)  A payment under subsection (1) is in satisfaction of the debt or claim of the creditor or shareholder.

(3)  If, at any time within 6 years after the date on which any money is paid into the Consolidated Fund under subsection (1), any person establishes his entitlement to the money paid into the Fund, he is entitled to be paid an equivalent amount out of the Consolidated Fund.

Property to vest in Crown

228.    (1) Subject to section 226(2) and section 227, any property of a company that has not been disposed of at the date of the company’s dissolution vests in the Crown.

(2)  When a company is revived under section 204, any property (other than money) that was vested in the Crown pursuant to subsection (1) on the dissolution of the company and that has not been disposed of must be returned to the company upon its revival.

(3)  The company is entitled to be paid out of the Consolidated Fund—

(a)  any money received by the Crown under subsection (1) in respect of the company; and

(b)  if property other than money vested in the Crown under subsection (1) in respect of the company and that property has been disposed of, an amount equal to the lesser of—

(i) the value of the property at the date it vested in the Crown, and

(ii) the amount realised by the Crown by the disposition of that property.

Disclaimer of property by Crown

229.    (1) For the purposes of this section, “onerous property” means—

(a)  an unprofitable contract; or

(b)  property of the company that is unsaleable, or not readily saleable, or that may give rise to a liability to pay money or perform an onerous act.

(2)  Subject to subsection (3), the Minister may, by notice in writing published in the Gazette, disclaim the Crown’s title to onerous property that vests in the Crown pursuant to section 228.

(3)  A statement in a notice disclaiming property under this section that the vesting of the property in the Crown first came to the notice of the Minister on a specified date shall, in the absence of proof to the contrary, be evidence of the fact stated.

(4)  Unless the Court, on the application of the Minister, orders otherwise, the Minister is not entitled to disclaim property unless the property is disclaimed—

(a) within 12 months of the date upon which the vesting of the property under section 228 came to the notice of the Minister; or

(b) if any person interested in the property gives notice in writing to the Minister requiring him to decide whether he will or will not disclaim the property, within 3 months of the date upon which he received the notice;

whichever occurs first.

(5)  Property disclaimed by the Minister under this section shall be deemed not to have vested in the Crown under section 228.

(6)  A disclaimer under this section—

(a)  operates so as to determine, with effect from immediately prior to the dissolution of the company, the rights, interests and liabilities of the company in or in respect of the property disclaimed; and

(b)  does not, except so far as is necessary to release the company from liability, affect the rights or liabilities of any other person.

(7)  A person suffering loss or damage as a result of a disclaimer under this section—

(a)  shall be treated as a creditor of the company for the amount of the loss or damage, taking into account the effect of any order made by the Court under subsection (8); and

(b)  may apply to the Court for an order that the disclaimed property be delivered to or vested in that person.

(8)  The Court may, on an application made under paragraph (7)(b), make an order under that subsection if it is satisfied that it is just for the disclaimed property to be delivered to or vested in the applicant.

Company limited by shares and guarantee

230.    Where a company limited by guarantee and having a capital divided into shares is being wound up voluntarily, any share capital that may not have been called up shall be deemed to be assets of the company and to be a specialty debt due from each member to the company to the extent of any amounts that may be unpaid on any shares held by him, and payable at such time as may be appointed by the liquidators.

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