Winding-up

(1) Subject to this section, a limited duration company shall be considered to have commenced voluntary winding-up (a) when the period fixed for the duration of the company expires; (b) before the expiration of the period fixed for its duration, if the members thereof pass a resolution placing the company in dissolution; (c) subject to any contrary provisions in the articles of association, upon the happening of any one or more of the following events– (i) the bankruptcy, death, insanity, retire- ment, resignation, withdrawal, expulsion, termination, cessation, or dissolution of a member; (ii) the transfer of any share or other interest in the company in contravention of the (iii) the repurchase or cancellation of all the shares of a member of the company; or International Business Companies[CAP. 270 137 (iv) the occurrence of any event (whether or not relating to the company or a member) upon which it is provided in the articles of association that the company is to be dissolved. (2) Notice of the commencement of winding-up and dissolution shall be published in the Gazette or the website of the Registrar, by the company. (3) The provisions of sections 97 to 111, inclusive, shall apply to the winding-up of a limited duration company to the extent that they are not excluded or modified by sub-sections (4), (5), and (6). (4) Section 102 (1)(f) shall not apply to a limited duration company if a person has been designated as liquidator in the articles of association of the limited duration company; and the reference to “liquidator” or “liquidators” in sections 99 to 111 shall be construed as a reference to the liquidator or liquidators, as the case may be, as designated in the articles of association of the limited duration company. (5) Any reference to the passing of a resolution for the winding-up of a company in sections 97 to 111, inclusive, shall be deemed to include, where appropriate, a reference to the happening of an event causing a limited duration company to be in dissolution. (6) Where a limited duration company is in dissolution by virtue of sub-section (1)(c), the winding-up of such limited duration company may be discontinued by the unanimous resolution of all the members of the company passed within thirty days of the events specified in that sub-section, resolving to discontinue the winding-up and to continue the existence of the limited duration company as if the winding-up and dissolution had never occurred. 138