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473.   Offences by officers of companies in liquidation

Revised Laws of Saint Lucia (2022)

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473.   Offences by officers of companies in liquidation

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    (1)   A person commits an offence who, being a past or present officer of a company which at the time of the commission of the alleged offence is being wound up, whether by the court or voluntarily, or is subsequently ordered to be wound up by the court or subsequently passes a resolution for voluntary winding-up—

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      (a)     does not to the best of his or her knowledge and belief fully and truly discover to the liquidator all the property, real and personal, of the company, and how and to whom and for what consideration and when the company disposed of any part thereof, except such part as has been disposed of in the ordinary way of the business of the company;

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      (b)     does not deliver up to the liquidator, or as he or she directs, all such part of the real and personal property of the company as is in his or her custody or under his or her control, and which he or she is required by law to deliver up;

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      (c)     does not deliver up to the liquidator, or as he or she directs, all books and papers in his or her custody or under his or her control belonging to the company and which he or she is required by law to deliver up;

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      (d)     within 12 months next before the commencement of the winding-up or at any time thereafter conceals any part of the property of the company to the value of $500 or upwards, or conceals any debt due to or from the company;

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      (e)     within 12 months next before the commencement of the winding-up or at any time thereafter fraudulently removes any part of the property of the company to the value of $500 or upwards;

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      (f)     makes any material omission in any statement relating to the affairs of the company;

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      (g)     knowing or believing that a false debt has been proved by any person under the winding-up, fails for the period of one month to inform the liquidator thereof;

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      (h)     after the commencement of the winding-up prevents the production of any book or paper affecting or relating to the property or affairs of the company;

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      (i)     within 12 months next before the commencement of the winding-up or at any time thereafter, conceals, destroys, mutilates or falsifies, or is privy to the concealment, destruction, mutilation, or falsification of, any book or paper affecting or relating to the property or affairs of the company;

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      (j)     within 12 months next before the commencement of the winding-up or at any time thereafter makes or is privy to the making of any false entry in any book or paper affecting or relating to the property or affairs of the company;

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      (k)     within 12 months next before the commencement of the winding-up or at any time thereafter fraudulently parts with, alters or makes any omission in, or is privy to the fraudulent parting with, altering or making any omission in, any document affecting or relating to the property or affairs of the company;

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      (l)     after the commencement of the winding-up or at any meeting of the creditors of the company within 12 months next before the commencement of the winding-up attempts to account for any part of the property of the company by fictitious losses or expenses;

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      (m)     has within 12 months next before the commencement of the winding-up or at any time thereafter, by any false representation or other fraud, obtained any property for or on behalf of the company on credit which the company does not subsequently pay for;

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      (n)     within 12 months next before the commencement of the winding-up or at any time thereafter, under the false pretence that the company is carrying on its business, obtains on credit, for or on behalf of the company, any property which the company does not subsequently pay for;

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      (o)     within 12 months next before the commencement of the winding-up or at any time thereafter pawns, pledges or disposes of any property of the company which has been obtained on credit and has not been paid for, unless such pawning, pledging or disposing is in the ordinary way of the business of the company; or

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      (p)     commits any false representation or other fraud for the purpose of obtaining the consent of the creditors of the company or any of them to an agreement with reference to the affairs of the company or to the winding-up.

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    (2)   It is a sufficient defence in proceedings for an offence under subsection (1)(a), (1)(b), (1)(c), (1)(d), (1)(f), (1)(n), or (1)(o) if the accused proves that he or she had no intent to defraud, and in proceedings for an offence under subsection (1)(h), (1)(i) or (1)(j) if he or she proves that he or she had no intent to conceal the state of affairs of the company or to defeat the law.

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    (3)   Where any person pawns, pledges or disposes of any property in circumstances which amount to an offence under subsection (1)(o), every person who takes in pawn or pledge or otherwise receives the property knowing it to be pawned, pledged or disposed of in those circumstances commits an offence.

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    (4)   For the purposes of this section, “officer” includes any person in accordance with whose directions or instructions the directors of a company have been accustomed to act.

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