(1) The directors of an international business company required under section 89 or proposing under section 90 to wind-up and dissolve the international business 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 international business 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 international business company;
(e) a statement as to whether the liquidator is authorised to carry on the business of the international business company if the liquidator determines that to do so would be necessary or in the best interests of the creditors or members of the international business 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 or her actions or transactions.
(2) If a winding-up and dissolution is being effected in a case where section 90(2) is applicable—
(a) the plan of dissolution must be authorised 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 international business company and must contain—
(a) the plan of dissolution; and
(b) the manner in which the plan of dissolution was authorised.
(4) Articles of dissolution shall be submitted by the international business company to the Registrar who shall 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 international business company shall cause to be published, in the Gazette, in a publication of general circulation in Saint Lucia, a notice stating—
(a) that the international business 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 on 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 international business company off the Register; and
(b) issue a certificate of dissolution under his or her hand and seal certifying that the international business company has been dissolved.
(7) Where the Registrar issues a certificate of dissolution under his or her hand and seal certifying that the international business 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 international business 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, in a publication of general circulation in Saint Lucia, a notice that the international business company has been dissolved and has been struck off the Register.
(9) An international business company that wilfully contravenes subsection (4) is liable to a penalty of $100 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.