89.

A company incorporated under this Act shall commence to wind up and dissolve by a resolution of directors upon expiration of such time as may be prescribed by its Memorandum or Articles for its existence or upon the happening of an event which has been specified in the Memorandum or Articles as an event that shall terminate the existence of the company.

90.

(1)

A company incorporated under this Act that has never issued shares may voluntarily commence to wind up and dissolve by a resolution of directors.

(2)

Subject to any limitations or provisions to the contrary in its Memorandum or Articles, a company incorporated under this Act that has previously issued shares may voluntarily commence to wind up and dissolve by a resolution of members or by a resolution of directors.

91.

Upon the commencement of a winding-up and dissolution required under section 89 or permitted under section 90, the directors may only

(a)

authorize a liquidator, by a resolution of directors, to carry on the business of the company if the liquidator determines that to do so would be necessary or in the best interests of the creditors or members of the company; and

(b)

determine to rescind the articles of dissolution as permitted under paragraph (a) of subsection (1) of section 95.

92.

(1)

A liquidator shall, upon his appointment in accordance with this Part and upon the commencement of a winding-up and dissolution, proceed

(a)

to identify all assets of the company;

(b)

to identify all creditors of and claimants against the company;

(c)

to pay or provide for the payment of, or to discharge, all claims, debts, liabilities and obligations of the company;

(d)

to distribute any surplus assets of the company to the members in accordance with the Memorandum and Articles;

(e)

to prepare or cause to be prepared a statement of account in respect of the actions and transactions of the liquidator; and

(f)

to send a copy of the statement of account to all members if so required by the plan of dissolution required by section 94.

(2)

A transfer, including a prior transfer, described in subsection (2) of section 9 of all or substantially all of the assets of a company incorporated under this Act for the benefit of the creditors and members of the company, is sufficient to satisfy the requirements of paragraphs (c) and (d) of subsection (1).

93.

(1)

In order to perform the duties imposed on him under section 92, a liquidator has all powers of the company that are not reserved to the members under this Act or in the Memorandum or Articles, including, but not limited to, the power

(a)

to take custody of the assets of the company and, in connection therewith, to the register any property of the company in the name of the liquidator or that of his nominee;

(b)

to sell any assets of the company at public auction or by private sale without any notice;

(c)

to collect the debts and assets due or belonging to the company;

(d)

to borrow money from any person for any purpose that will facilitate the winding-up and dissolution of the company and to pledge or mortgage any property of the company as security for any such borrowing;

(e)

to negotiate, compromise and settle any claim, debt, liability or obligation of the company;

(f)

to prosecute and defend, in the name of the company or in the name of the liquidator or otherwise, any action or other legal proceedings;

(g)

to retain solicitors, accountants and other advisers and appoint agents;

(h)

to carry on the business of the company, if the liquidator has received authorization to do so in the plan of liquidation or by a resolution of directors permitted under section 91, as the liquidator may determine to be necessary or to be in the best interests of the creditors or members of the company;

(i)

to execute any contract, agreement or other instrument in the name of the company or in the name of the liquidator; and

(j)

to make any distribution in money or in other property or partly in each, and if in other property, to allot the property, or an undivided interest therein, in equal or unequal proportions.

(2)

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94.

(1)

The directors of a company required under section 89 or proposing under section 90 to wind up and dissolve the company must approve a plan of dissolution containing

(a)

a statement of the reason for the winding-up and dissolving;

(b)

a statement that the company is, and will continue to be, able to discharge or pay or provide for the payment of all claims, debts, liabilities and obligations in full;

(c)

a statement that the winding-up will commence on the date when articles of dissolution are submitted to the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of dissolution;

(d)

a statement of the estimated time required to wind up and dissolve the company;

(e)

a statement as to whether the liquidator is authorized to carry on the business of the company if the liquidator determines that to do so would be necessary or in the best interests of the creditors or members of the company;

(f)

a statement of the name and address of each person to be appointed a liquidator and the remuneration proposed to be paid to each liquidator; and

(g)

a statement as to whether the liquidator is required to send to all members a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions.

(2)

If a winding-up and dissolution is being effected in a case where subsection (2) of section 90 is applicable,

(a)

the plan of dissolution must be authorized by a resolution of members, and the holders of the outstanding shares of a class or series of shares are entitled to vote on the plan of dissolution  as a class or series only if the Memorandum or Articles so provide;

(b)

if a meeting of members is to be held, notice of the meeting, accompanied by a copy of the plan of dissolution, must be given to each member, whether or not entitled to vote on the plan of dissolution; and

(c)

if it is proposed to obtain the written consent of members, a copy of the plan of dissolution must be given to each member, whether or not entitled to consent to the plan of dissolution.

(3)

After approval of the plan of dissolution by the directors, and if required, by the members in accordance with subsection (2), articles of dissolution must be executed by the company and must contain

(a)

the plan of dissolution; and

(b)

the manner in which the plan of dissolution was authorized.

(4)

Articles of dissolution must be submitted to the Registrar who must retain and register them in the Register and within 30 days immediately following the date on which the articles of dissolution are submitted to the Registrar, the company must cause to be published, in the Gazette, in a publication of general circulation in the British Virgin Islands and in a publication of general circulation in the country or place where the company has its principal office, a notice stating

(a)

that the company is in dissolution;

(b)

the date of commencement of the dissolution; and

(c)

the names and addresses of the liquidators.

(5)

A winding-up and dissolution commences of the date the articles of dissolution are registered by the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of dissolution.

(6)

A liquidator shall, upon completion of a winding-up and dissolution, submit to the Registrar a statement that the winding-up and dissolution has been completed and upon receiving the notice, the Registrar shall

(a)

strike the company off the Register; and

(b)

issue a certificate of dissolution under his hand and seal certifying that the company has been dissolved.

(7)

Where the Registrar issues a certificate of dissolution under his hand and seal certifying that the company has been dissolved

(a)

the certificate is prima facie evidence of compliance with all requirements of this Act in respect of dissolution; and

(b)

the dissolution of the company is effective from the date of the issue of the certificate.

(8)

Immediately following the issue by the Registrar of a certificate of dissolution under subsection (6), the liquidator shall cause to be published in the Gazette, a notice that the company has been dissolved and has been struck off the Register.

(9)

A company that wilfully contravenes subsection (4) is liable to a penalty of $50 for every day or part thereof during which the contravention continues, and a director or liquidator who knowingly permits the contravention is liable to a like penalty.

95.

(1)

In the case of a winding-up and dissolution permitted under section 90, a company may, prior to submitting to the Registrar a notice specified in subsection (4) of section 94, rescind the articles of dissolution by

(a)

a resolution of directors in the case of a winding-up and dissolution under subsection (1) of section 90; or

(b)

a resolution of members in the case of a winding-up and dissolution under subsection (2) of section 90.

(2)

A copy of a resolution referred to in subsection (1) must be submitted to the Registrar who must retain and register it in the Register.

(3)

Within 30 days immediately following the date on which the resolution referred to in subsection (1) has been submitted to the Registrar, the company must cause a notice stating that the company has rescinded its intention to wind up and dissolve to be published in the Gazette, in a publication of general circulation in the British Virgin Islands and in a publication of general circulation in the country or place where the company has its principal office.

96.

(1)

Where

(a)

the directors or, as the case may be, the members of a company that is required under section 89 or is permitted under section 90 to wind up and dissolve, at the time of the passing of the resolution to wind up and dissolve the company, have reason to believe that the company will not be able to pay or provide for the payment of or discharge all claims, debts, liabilities and obligations of the company in full; or

(b)

the liquidator after his appointment has reason so to believe,

then, the directors, the members or the liquidator, as the case may be, shall immediately give notice of the fact to the Registrar.

(2)

Where a notice has been given to the Registrar under subsection (1), all winding-up and dissolution proceedings after the notice has been given shall be in accordance with the provisions of the Companies Act relating to winding-up and dissolution and those provisions shall apply mutatis mutandis to the winding-up and dissolution of the company.

97.

(1)

Notwithstanding the provisions of this Act relating to winding-up and dissolution, a company incorporated under this Act may be wound up by the court under any of the circumstances, in so far as they are applicable to a company incorporated under this Act, in which a company incorporated under the Companies Act may be wound up by the court and, in that case, the provisions of the Companies Act relating to winding-up and dissolution apply mutatis mutandis to the winding-up and dissolution of the company.

(2)

Any person who, pursuant to the provisions of subsection (1), files, or causes to be filed, a petition for the winding up of a company incorporated under this Act, shall forthwith serve on the Registrar a notice that the petition has been filed, and the Registrar must retain and register the notice.

98.

(1)

The provisions of the Companies Act regarding receivers and managers govern mutatis mutandis the appointment, duties, powers and liabilities of receivers and managers of the assets of any company incorporated under this Act.