Nevis Business Corporation Ordinance 1984 - Intax Info

in accordance with the provisions of section 4 of Part 1.
(4) The dissolution shall become effective as of the filing date stated on the articles of dissolution.
Judicial dissolution
98. A shareholders' meeting to consider adoption of a resolution to institute a special proceeding on any of
the grounds specified below, may be called, notwithstanding any provision in the articles of incorporation, by
the holders of ten percent of all outstanding shares entitled to vote thereon, or if the articles of incorporation
authorize a lesser proportion of shares to call the meeting, by such lesser proportion. A meeting under this
section may not be called more often than once in any period of twelve consecutive months. Except as otherwise
provided in the articles of incorporation, the holders of one-half of all outstanding shares of a corporation
entitled to vote in an election of directors may adopt at the meeting a resolution and institute a special
proceeding in Nevis for dissolution on one or more of the following grounds:
(i)
(ii)
(iii)
(iv)
(v)
That the directors are so divided respecting the management of the corporation's
affairs that the votes required for action by the board cannot be obtained;
That the shareholders are so divided that the votes required for the election of
directors cannot be obtained;
That there is internal dissension and two or more factions of shareholders are so
divided that dissolution would be beneficial to the shareholders;
That the acts of the directors are illegal, oppressive or fraudulent; and.
That the corporate assets are being misapplied or wasted.
If it appears, following due notice to all interested persons and hearing that any of the foregoing grounds for
dissolution of the corporation exists, the High Court shall make a judgment that the corporation shall be
dissolved. The registrar of the High Court shall transmit certified copies of the judgment to the Registrar of
Companies. Upon filing with the Registrar of Companies, the corporation shall be dissolved.
Dissolution on failure to pay annual registration fee or appoint or maintain registered agent
99.(1) On the failure of a corporation to pay the annual registration fee or maintain a registered agent for a
period of one year the Registrar shall remove the corporation from the register.
(2) Where the Registrar has reasonable grounds to believe that a corporation incorporated under this
Ordinance is engaged in any criminal activity, the Registrar shall forfeit the articles of incorporation of the
corporation and shall remove the corporation from the register.
(3) A corporation which is removed from the register pursuant to sub-section (1) may be restored to the
register within three years of the date of removal upon payment to the Registrar of the prescribed fee. A
corporation removed from the register pursuant to subsection (2) may be restored at any time if to the
satisfaction of the Registrar the grounds for forfeiture of the articles of incorporation have been proven false.
(4) A corporation shall be restored to the register retroactive to the date of its removal.
(5) Every corporation shall pay a fee for restoration to the register.
(6) A corporation which is not restored to the register within three years of the date of removal shall be
deemed to have commenced to wind up and dissolve in accordance with this part.
(7) The Registrar shall, before removing any corporation pursuant to subsection (2), give notice in writing
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