St. Lucia International Business Companies Act - Lexadin

Saint Lucia International Business Companies Act, 1999 Page 46Voluntary winding up, and dissolution90. (1) An international business company that has never issued shares may voluntarily begin to wind up anddissolve by a resolution of directors.(2) Subject to any limitations in its memorandum or articles, an international business company that haspreviously issued shares may voluntarily begin to wind up and dissolve by a resolution of members orby a resolution of directors.Powers of directors.91. Upon the commencement of a winding up and dissolution under section 89 or permitted under section90 the powers of the directors are limited to(a) authorizing a liquidator, by a resolution of directors, to carry on the business of the companyif the liquidator determines that to do so would be necessary or in the best interests of thecreditors or members of the international business company; and(b) determining to rescind the articles of dissolution as permitted under section 95.Appointment and duties of liquidator92. (1) If for any reason there is no liquidator acting in the case of a winding up the Court may on theapplication of a share holder creditor or other interested party appoint a liquidator or liquidators, andthe Court may on due cause shown remove any liquidator and appoint another liquidator to act in amatter of a winding up.(2) A liquidator shall, upon his or her appointment in accordance with this Part and upon the commencementof a winding up and dissolution, proceed(a)(b)(c)(d)(e)(f)to identify all assets of the international business company;to identify all creditors of and claimants against the international business company;to pay or provide for the payment of, or to discharge, all claims, debts, liabilities and obligationsof the international business company;to distribute any surplus assets of the international business company to the members inaccordance of the actions and transactions of the liquidator;to prepare or cause to be prepared a statement of account in respect of the actions andtransactions of the liquidator; andto send a copy of the statement of account to all members if so required by the plan ofdissolution required by section 94.(3) A transfer, including a prior transfer, described in subsection (2) of section 14 of all or substantially allof the assets of an international business company incorporated under this Act for the benefit of thecreditors and members of the international business company, is sufficient to satisfy the requirementsof paragraphs (c) and (d) of subsection (1).