Revised Laws of Saint Lucia (2021)

443.   Power of liquidator to accept shares, etc., as consideration for sale of property of company

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    (1)   Where a company is proposed to be, or is in the course of being, wound up altogether voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to a corporation, (in this section called “the transferee company”) the liquidator of the first-mentioned company (in this section called “the transferor company”) may, with the sanction of a special resolution of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive in compensation for the transfer or sale, shares, policies, or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies, or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company.

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    (2)   Any sale or arrangement under this section shall be binding on the members of the transferor company, and where the whole or part of the compensation or benefit accruing to the members of the transferor company in respect of any such sale or arrangement consists of fully paid shares in the transferee company each such member is deemed to have agreed with the transferee company for the acceptance of the fully paid shares to which he or she is entitled under the distribution referred to in subsection (1).

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    (3)   If any member of the transferor company who did not vote in favour of the special resolution expresses his or her dissent therefrom in writing addressed to the liquidator and left at the registered office of the company within 7 days after the passing of the resolution, he or she may require the liquidator either to abstain from carrying the resolution into effect or to purchase his or her interest at a price to be determined by agreement or by arbitration in manner provided by the Arbitration Act.

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    (4)   If the liquidator elects to purchase the member's interest, the purchase money shall be paid before the company is dissolved, and be raised by the liquidator in such manner as may be determined by special resolution.

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    (5)   A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding-up or for appointing liquidators, but, if an order is made within a year for winding-up the company by the Court, the special resolution is not valid unless sanctioned by the Court.