Closure

1. Liquidation and dissolution of a company pursuant to a receiving order where the company is adjudged bankrupt or insolvent; [See Part IV – Division A of the Companies Act, Cap. 308 and the Bankruptcy Act, Cap. 303 (now repealed) and/or the Bankruptcy and Insolvency Act, 2001-34]; and
2. Liquidation and dissolution of a company for reasons other than Insolvency. [See Part IV – Division B of the Companies Act, Cap. 308]

The detailed rules governing the dissolution of a company which is bankrupt or insolvent are not contained in the Companies Act, Cap. 308 but are to be found instead in the Bankruptcy and Insolvency Act, 2001-34.

1. The company has issued no shares [See section 363];
2. The company has no property and no liabilities [See section 364];
3. A special resolution of shareholders has been passed for voluntary liquidation and dissolution of the company; [See section 366]
4. Registrar’s dissolution; [See section 371]
5. Court-ordered dissolution; [See sections 372- 373]

Section 363 of the Companies Act, Cap 308 provides that a company that has not issued any shares may be dissolved at any time by resolution of all the directors.

To bring about a dissolution of a company under section 363, the following documents must be sent to the Registrar together with the prescribed filing fee:

i) Certified copy of the Resolution signed by ALL the directors on record;

ii) Articles of Dissolution (Form 23) with Box 1 duly ticked;

iii) Letter from the Inland Revenue Department;

iv) Letter from the National Insurance Scheme.

Section 364 of the Companies Act, Cap 308 provides that a company that has no property and no liabilities may be dissolved by special resolution of the shareholders, or, if it has issued more than one class of shares, by special resolutions of the holders of each class, whether or not they are otherwise entitled to vote.

To bring about a dissolution of a company under section 364, the following documents must be sent to the Registrar together with the prescribed filing fee:

-Certified copy of the Special Resolution duly certified by a director or secretary on record;

-Statutory Declaration by a director confirming that the company has no property and no liabilities;

-Articles of Dissolution (Form 23) with Box 2 duly ticked;

-Letter from the Inland Revenue Department;

-Letter from the National Insurance Scheme.

1. Statement of Intent to Dissolve (Form 25);
2. Certified copy of the Special Resolution duly certified by a director or secretary on record; Section 367(4) provides that after following issuance by the Registrar of a Certificate of Intent to dissolve the company shall
   • notify each known creditor of the company of the company’s intent to dissolve;
   • forthwith publish notice of the intent to dissolve in the Gazette and in a newspaper published or distributed in Barbados, and take reasonable steps to give notice of its intent in every jurisdiction in which the company is registered or has a place of business;
   • proceed to collect its property, dispose of properties not to be distributed in kind to its shareholders, discharge its obligations and to all other acts required to liquidate its business;
   • distribute its remaining property either in money or in kind to its shareholders, after giving notice and adequately providing for payment or discharge of its obligations. Section 370 provides that if a certificate of intent to dissolve has not been revoked and the company has complied with section 367(4), the company must prepare articles of dissolution and file same with the Registrar.

Sections 365 (3) and 370(4) of the Companies Act, Cap 308 provide that a company ceases to exist on the date shown in its certificate of dissolution.

• has not commenced business within three (3) years after the date shown in its certificate of incorporation;
• has not carried on its business for three (3) consecutive years; or
• has not had its name restored to the register within two (2) years after the date on which it was struck off under section 412.

Section 372 of the Companies Act, Cap 308 provides that the Registrar or any interested person may apply to the court for an order dissolving a company, if the company:

1. has failed for two (2) or more consecutive years to comply with the requirements of the Act with respect to the holding of annual meetings of shareholders;
2. has contravened section 18, or section 149, 151, 175 or 176; or -has procured any certificate under the Act by misrepresentation. Section 373 of the Companies Act, Cap 308 provides that the court may order the liquidation and dissolution of a company or any of its affiliated companies upon the application of a shareholder:
3. if the court is satisfied that in respect of the company or any of its affiliates
   • any act or omission of the company or any of its affiliates effects a result,
   • the business or affairs of the company or any of its affiliates are or have been carried on or conducted in a manner, or
   • the powers of the directors of the company or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards, the interest of any shareholder, debenture holder, creditor, director or officer;
4. if the court is satisfied that
   • any unanimous shareholder agreement entitles a complaining shareholder to demand dissolution of the company after the occurrence of a specified event and that event has occurred; or
   • it is just and equitable that the company be liquidated and dissolved.