Revised Laws of Saint Lucia (2021)

440.   Statutory declaration of solvency in case of proposal of winding-up voluntarily

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    (1)   Where it is proposed to wind up a company voluntarily, a director or, in the case of a company having more than 2 directors, the majority of the directors, may, at a meeting of the directors make a statutory declaration to the effect that they have made a full enquiry into the affairs of the company, and that, having so done, they have formed the opinion that the company will be able to pay its debts in full within such period not exceeding 12 months from the commencement of the winding-up as may be specified in the declaration.

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    (2)   A declaration made under subsection (1) shall have no effect for the purposes of this Act unless—

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      (a)     it is made within the 5 weeks immediately preceding the date of the passing of the resolution for winding-up the company and is lodged with the Registrar for registration before that date; and

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      (b)     it embodies a statement of the company's assets and liabilities as at the latest practicable date before the making of the declaration.

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    (3)   Any director of a company who makes a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period specified in the declaration commits an offence.

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    (4)   If the company is wound up under a resolution passed within the period of 5 weeks after the making of the declaration, but its debts are not paid or provided for in full within the period stated in the declaration, it shall be presumed until the contrary is shown that the director did not have reasonable grounds for his or her opinion.

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    (5)   A winding-up in the case of which a declaration has been made and delivered in accordance with this section is in this Act referred to as “a member's voluntary winding-up”, and a winding-up in the case of which a declaration has not been so made and delivered is in this Act referred to as “a creditors' voluntary winding-up”.

Provisions Applicable Only To Members' Voluntary Winding-Up