Wealth Management Services Ltd.- Antigua & Barbuda Managment

LLC ACT VIII

Part I

Part II

Part VIII - Dissolution

63.Dissolution
64. Administrative dissolution
65. Judicial dissolution
66. Effect of dissolution
67. Winding up affairs of company
68. Agency power of managers after dissolution
69. Settlement of claims against limited liability company
70. Articles of termination

PART VIII – DISSOLUTION

63. Dissolution

(1) A limited liability company is dissolved and its affairs wound up upon the happening of the first to occur of the following:
- (a) when an event specified in the operating agreement occurs;
- (b) when all of the members entitled to vote consent to dissolution in writing;
- (c) when judicial dissolution is decreed under section 65; and
- (d) when administrative dissolution is determined by the Commission under section 64.
(2) Unless otherwise provided in the operating agreement, an assignment of an interest in a limited liability company does not of itself dissolve the limited liability company.
(3) Within one hundred and twenty days after any of the events specified in paragraphs (1) subsections (a) to (c) effecting the dissolution of the limited liability company occurs, the limited liability company shall file a written notice of dissolution and winding up with the Commission signed on behalf of the limited liability company by
- (a) a manager, if management of the limited liability company is vested in one or more managers; or
- (b) a member, if management of the limited liability company is reserved to the members.
(4) The notice of dissolution and winding up shall state
- (a) the name of the limited liability company;
- (b) the date of filing the initial articles of organisation;
- (c) the date of dissolution;
- (d) that the notice constitutes a notice of the dissolution of the limited liability company and the commencement of winding up of its business and affairs;
- (e) the reason for dissolution; and
- (f) a statement that the records and documents of the company shall be kept for a period of six years from the date of the notice, the location at which they will be kept and the person who shall have custody or access to such location.

64. Administrative dissolution

(1) On the failure of a limited liability company to pay the annual registration fee or maintain a registered agent for a period of one hundred and eighty days, the Commission shall remove the limited liability company from the register.
(2) If the Commission determines that grounds exist under this section for dissolving a limited liability company, it shall give written notice of its determination by mail addressed to the registered agent of the company or to the principal place of business of the company, if the registered agent has resigned or otherwise ceased to act for the limited liability company.
(3) If the limited liability company does not correct each ground for dissolution within one hundred and eighty days after the notice is given, the Commission shall administratively dissolve the limited liability company by issuing a certificate of dissolution that recites the grounds for dissolution and its effective date and the Commission shall remove the limited liability company from the register.
(4) A limited liability company that is removed from the register pursuant to subsection (1) may apply to the Commission to be restored to the register within three years of the date of removal and dissolution. The application for reinstatement shall
- (a) recite the name of the limited liability company and the effective date of its administrative dissolution; and
- (b) show either that the grounds for dissolution did not exist or that they have been eliminated.
(5) If the Commission determines that the application contains the information required by subsection (4) and that the information is correct, it may issue a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate and mail a copy to the limited liability company addressed to its registered agent and restore the company to the register.
(6) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.
(7) A limited liability company shall pay the fee set out in the regulations for reinstatement to the register.
(8) A limited liability company which is not reinstated within three years of the date of removal is deemed to have dissolved in accordance with this Part.

65. Judicial dissolution

(1) On application by or for a member, the High Court may decree dissolution of a limited liability company
- (a) if it is not reasonably practicable to carry on the business of the limited liability company in conformity with the operating agreement;
- (b) if the members or managers are deadlocked in the management of the limited liability company and irreparable injury to the limited liability company is threatened or being suffered or the business of the limited liability company cannot be conducted to the advantage of the members generally because of the deadlock, unless the operating agreement provides otherwise; or
- (c) if the members or managers of the company have acted or are acting in a manner that is illegal or fraudulent with respect to the business of the limited liability company or is against public policy.
(2) The High Court has full power to wind up and liquidate the assets and business of a limited liability company and to appoint a receiver over the limited liability company’s property.

66. Effect of dissolution
After its dissolution, the limited liability company shall, subject to subsection 65(2), proceed to wind up its affairs.

67. Winding up affairs of company

(1) A limited liability company, whether it expires by its own limitation or is otherwise dissolved, shall nevertheless be continued for a reasonable time required for
- (a) prosecuting and defending suits by or against the company; and
- (b) enabling it gradually to settle and close its business, dispose of and convey its property, discharge its liabilities, and distribute to the members any remaining assets.
(2) The company shall not be continued for the purpose of continuing the business for which it was organised.
(3) The limited liability company shall be continued beyond three years after the date of its expiration or dissolution, only for the purpose of concluding an action, suit or proceeding begun by or against it either prior to or within the three year period and not concluded, and until any judgment, order, or decree is fully executed.
(4) On the dissolution of a limited liability company, the managers shall be trustees, with full powers to
- (a) settle the affairs of the company;
- (b) collect the outstanding debts of the company;
- (c) sell and convey the company’s property;
- (d) prosecute and defend all suits that may be necessary or proper;
- (e) distribute the money and other property among the members after paying or adequately providing for payment of liabilities and obligations; and
- (f) do all other acts which might be done by the limited liability company, before dissolution, that may be necessary for the final settlement of the unfinished business of the limited liability company.
(5) At any time within three years after the filing of the articles of dissolution, the High Court, in a special proceeding instituted under this section, upon the petition of the limited liability company, or of a creditor, claimant, manager, member, or organiser or any other person with an interest, may continue the liquidation of the limited liability company under its supervision and may make the orders it deems proper in all matters in connection with the dissolution or in winding up the affairs of the limited liability company, including the appointment or removal of a receiver, who may be a manager or member of the limited liability company.
(6) At the end of the period of dissolution as provided in this section, articles of termination shall be filed with the Commission as provided in section 70.

68. Agency power of managers after dissolution

(1) Except as provided in this section, after dissolution of the limited liability company each of the managers having authority to wind up the limited liability company's business and affairs can bind the limited liability company
- (a) by any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and
- (b) by any transaction that would have bound the limited liability company if it had not been dissolved, but only if the other party to the transaction has notice of the dissolution.
(2) An act of a manager which is not binding on the limited liability company pursuant to subsection (1) is binding if it is otherwise authorised by the limited liability company.
(3) An act which would be binding under subsection (1) or would be otherwise authorised but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.

69. Settlement of clams against limited liability company

(1) Any time within sixty days prior to re-domiciliation, a limited liability company shall give notice in accordance with subsections (2) and (3), requiring all creditors and claimants, including any with unliquidated or contingent claims and any with whom the limited liability company has unfulfilled contracts, to present their claims in writing and in detail at a specified place and within one year after the last publication of the notice.
(2) Notice shall also be published at least once a week for four successive weeks in a newspaper of general circulation in Antigua and Barbuda.
(3) On or before the date of the first publication of notice, the limited liability company shall send a copy of the notice by registered mail to each person known to be a creditor of or claimant against the limited liability company at the person’s last known address.
(4) Any claim not filed within one year of date of last publication is barred.
(5) For the purposes of this section, filing a claim means
- (a) complying with the provisions of the notice published; or
- (b) commencing a lawsuit in the High Court.
(6) The giving of notice shall not constitute a recognition that any person is a proper creditor or claimant, and shall not revive or make valid or operate as a recognition of the validity of, or a waiver of, any defense or counterclaim in respect of any claim against the limited liability company, its assets, managers or members, which has been barred by any statute of limitations or which has become invalid by any cause, or in respect of which the limited liability company, or its members or managers, have any defense or counterclaim.
(7) Any person whose claim is, at the date of the first publication of the notice, barred by any statute of limitations is not a creditor or claimant entitled to any notice under this section.
(8) The following types of claims are barred as against the company, its assets and its members or managers:
- (a) claims of persons referred to in subsection (7);
- (b) claims which are not filed as provided in the notice, other than claims which are the subject of litigation on the date of the first publication of the notice; and
- (c) claims which are disallowed by the High Court.
(9) Notwithstanding anything in this section, claims by the Government of Antigua and Barbuda are not required to be filed under this Act, and such claims shall not be barred if not filed, and distribution of any of the assets of the limited liability company may be deferred until determination of any such claims.

70. Articles of termination
After dissolution and completion of winding up of a limited liability company pursuant to this Part, the limited liability company shall file articles of termination with the Commission in accordance with section

Setting forth
- (a) the name of the limited liability company;
- (b) the date its articles of organisation, and all amendments, were filed with the Commission; and
- (c) the name and address of each of its managers and other persons having authority to wind up the limited liability company's business and affairs.

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