(1) Subject to section 447, as soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding-up, showing how the winding-up has been conducted and the property of the company has been disposed of, and shall cause the account to be audited and when that has been done shall call a general meeting of the company for the purpose of laying before it the audited account and giving any necessary explanation thereof.
(2) The meeting shall be called by advertisement in the Gazette or in one newspaper printed and circulating in Saint Lucia, specifying the time, place and object thereof, and published one month at least before the meeting.
(3) Within one week after the meeting, the liquidator shall lodge with the Registrar a copy of the audited account, and shall make a return to him or her of the holding of the meeting and of its date, and if the copy is not sent or the return is not made in accordance with this subsection the liquidator commits an offence.
(4) Despite anything in subsection (3), if a quorum is not present at the meeting, the liquidator shall, in lieu of the return referred to in subsection (3), make a return that the meeting was duly summoned and that no quorum was present at the meeting, and upon such a return being made the provisions of this subsection as to the making of the return are deemed to have been complied with.
(5) The Registrar on receiving the account and either of the returns mentioned in subsection (3) or (4) shall register them, and on the expiration of 3 months from the registration of the return the company shall be deemed to be dissolved but the Court may, on application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the Court thinks fit.
(6) Where an application is not made within the time specified under subsection (5), the Registrar shall strike off the name of the company from the Register and issue a certificate of dissolution that must be signed by the Registrar with the Registry's seal certifying that the company has been dissolved.
(Substituted by Act 6 of 2016)
(6A) Where the Registrar issues a certificate of dissolution under his or her 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.
(Inserted by Act 6 of 2016)
(6B) 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, or in a publication of general circulation in Saint Lucia, a notice that the company has been dissolved and has been struck off the Register.
(7) If the liquidator fails to call a general meeting of the company as required by this section, he or she commits an offence.