Revised Laws of Saint Lucia (2021)

496.   Winding-up of unregistered companies

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    (1)   Subject to this Division, any unregistered company may be wound up under this Part, which Part shall apply to an unregistered company with the following adaptations—

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      (a)     the principal place of business of the company in Saint Lucia is for all the purposes of the winding-up the registered office of the company;

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      (b)     such a company shall not be wound up voluntarily;

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      (c)     the circumstances in which the company may be wound up are—

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        (i)     if the company is dissolved or has ceased to have a place of business in Saint Lucia or has a place of business only for the purpose of winding-up its affairs or has ceased to carry on business,

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        (ii)     if the company is unable to pay its debts,

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        (iii)     if the court is of the opinion that it is just and equitable that the company should be wound up, or

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        (iv)     in the case of an external company, in such a case as is referred to in section 385(d).

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    (2)   An unregistered company is deemed to be unable to pay its debts if—

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      (a)     a creditor to whom the company is indebted in a sum exceeding $5,000 then due has served on the company, by leaving at its principal place of business or by delivering to the secretary or some director, manager or principal officer of the company, or on a person authorised by an external company to accept service of process, or by otherwise serving in such manner as the court approves or directs, a written demand requiring the company to pay the sum so due and the company has for 3 weeks after the service of the demand neglected to pay the sum or to secure or compound for it to the satisfaction of the creditor;

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      (b)     any action or other proceeding has been instituted against any member for debt or demand due or claimed to be due from the company or from him or her in his or her character of member, and, notice in writing of the institution of the action or proceeding having been served on the company by leaving it at its principal place of business or by delivering it to the secretary or some director, manager or principal officer of the company, or on a person authorised by an external company to accept service of process, or by otherwise serving it in such manner as the court approves or directs, the company has not within 3 weeks after service of the notice paid, secured or compounded for the debt or demand or procured the action or proceeding to be stayed or indemnified the defendant to his or her reasonable satisfaction against the action or proceeding and against all costs, damages and expenses to be incurred by him or her by reason thereof;

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      (c)     execution or other process issued on a judgment, decree or order obtained in any court in favour of a creditor against a company or any member thereof as such or any person authorised to be sued as nominal defendant on behalf of the company is returned unsatisfied;

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      (d)     it is otherwise proved to the satisfaction of the court that the company is unable to pay its debts as they fall due.

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    (3)   An unregistered company is also deemed unable to pay its debts if it is proved to the satisfaction of the court that the value of the company's assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities.

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    (4)   A company incorporated outside Saint Lucia may be wound up as an unregistered company under this Division although it is being wound up or has been dissolved or had otherwise ceased to exist as a company under or by virtue of the laws of the place under which it was incorporated.

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    (5)   The money sum for the time being specified in subsection (2) is subject to increase or reduction by regulation under section 535; but no increase in the sum so specified affects any case in which the winding-up petition was presented before the coming into force of the increase.