Nevis Limited Liability Company Ordinance

PART X
DISSOLUTION
When dissolved 51. (1) A limited liability company is dissolved and its affairs shall be wound up
upon the happening of the first to occur of the following:
(a) at the time or upon the occurrence of an event specified in writing in
the operating agreement;
(b) the written consent of all of the members entitled to vote thereon;
(c) unless otherwise provided in the operating agreement, the death,
bankruptcy or dissolution (or other event specified in the operating
agreement) of (i) any member of the limited liability company if the
limited liability company is managed by the members pursuant to
section 44 (1), or (ii) any manager that is also a member of the limited
liability company is managed by managers pursuant to section 44 (2),
unless the business of the limited liability company is continued by the
consent of the remaining members, on or before the 180th day following
the occurrence of any such event; or
(d) entry of a decree of judicial dissolution under section 52.
(2) Unless provided otherwise in the operating agreement, an assignment
of an interest in a limited liability company does not of itself dissolve the
limited liability company.
Judicial 52. On application by or for a member, the High Court may decree
dissolution dissolution of a limited liability company whenever it is not reasonable practicable to
carry on the business of the limited liability company in conformity with the operating
agreement.
Dissolution on 53. (1) On the failure of a limited liability company to pay the annual
failure to pay registration fee or maintain a registered agent for a period of one year the
annual Registrar shall remove the limited liability company from the register.
registration fee
or appoint
registered agent (2) A limited liability company which is removed to the register pursuant to section (1)
may be restored to the register within three years of the date of removal upon payment
to the Registrar of Companies of the prescribed fee.
(3) A limited liability company shall be restored to the register
retroactive to the date of its removal.
(4) Every limited liability company shall pay a fee for restoration to the register.
(5) A limited liability company which is not restored to the register
within three years of the date of removal shall be deemed to have commenced to
wind up and dissolve in accordance with this part.
Winding up 54. (1) All limited liability companies whether they expire by their
affairs of own limitations or are otherwise dissolved, shall nevertheless be
limited liability continued for the term of three years from such expiration or dissolution
company after for the purpose of prosecuting and defending suits by or against them,
dissolution and of enabling them gradually to settle and close their business, to dispose of
and convey their property, to discharge their liabilities, and to distribute to
themembers any remaining assets, but not for the purpose of continuing the
business for which the limited liability company was organized. With respect to
any action, suit, or proceeding begun by or against the limited liability company
either prior to or within three years after the date of its expiration or dissolution,
and not concluded within such period, the limited liability company shall be
continued beyond that period for the purpose of concluding such action, suit or
proceeding and until any judgment, order, or decree therein shall be fully
executed.
(2) Upon the dissolution of any limited liability company, the managers shall be
trustees thereof, with full power to settle the affairs, collect the outstanding
debts, sell and convey the property, real and personal, as may be required by the
laws of the jurisdiction where situated, prosecute and defend all such suits as
may be necessary or proper for the purposes aforesaid, distribute the money and
other property among the members after paying or adequately providing for
payment of its liabilities and obligations, and 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.
(3) 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 organizer or any other person in interest, may continue the
liquidation of the limited liability company under them supervision of the court
in Nevis and may make all such orders as it may deem 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.
Agency power 55. (1) Except as provided in subsections (3) and (4), after
of managers dissolution of the limited liability company, each of the managers having
after dissolution 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, if the other party to the transaction
does not have notice of the dissolution.
(2) The filing of the articles of dissolution shall be presumed to constitute notice
of dissolution for purposes of subsection (1) (b).
(3) An act of a manager which is not binding on the limited liability company
pursuant to subsection (1) is binding if it is otherwise authorized by the limited
liability company.
(4) An act which would be binding under subsection (1) or would be otherwise
authorized but which is in contravention of a restriction on authority shall not
bind the limited liability company to persons having a knowledge of the
restriction.
Settlement of 56. (1) Any time within one year after dissolution, a limited liability
claims against company may give notice requiring all creditors and claimants, including
limited liability any with unliquidated or contingent claims and any with whom the
company limited liability company has unfulfilled contracts, to present their claims in writing and
in detail at a specified place and by a specified day, which shall not be less than 120
days after the first publication of such notice.
(a) Notice shall be published at least once a week for four successive
weeks in a newspaper of general circulation in Nevis.
(b) On or before the date of the first publication of notice, the limited
liability company shall mail a copy thereof, postage prepaid and
addressed to his last known address, to each person known to be a
creditor of or claimant against the limited liability company whose name
and address are known to the limited liability company.
(2) The giving of notice shall not institute 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 counter claim in
respect of any claim against the limited liability company, its assets, managers
or members, which has been barred by any statute of limitation or which has
become invalid by any cause, or in respect of which the limited liability
company, its members or managers have any defense or counterclaim.
(3) Any claims which shall have been filed as provided in such notice
and which shall be disputed by the limited liability company may be submitted
for determination to the High Court.
(4) Any person whose claim is, at the date of the first publication of the
notice, barred by any statue of limitations is not a creditor or claimant entitled to
any notice under this section. The claim of any such person and all other claims
which are not timely filed as provided in the notice except claims which are the
subject of litigation on the date of the first publication of such notice, and all
claims which are so filed but are disallowed by the High Court, shall be forever
barred as against the limited liability company, its assets, members or managers
except to such extent, if any, as the High Court may allow them against any
remaining assets of the limited liability company in the case of the creditor who
shows satisfactory reason for his failure to file his claim as so provided.
(5) Notwithstanding anything in this section, tax claims and other claims
by the Nevis Island Government shall not be required to be filed under this
Ordinance, and such claims shall not be barred because not so filed, and
distribution of the assets of the limited liability company, or any part thereof,
may be deferred until determination of any such claims.
Distribution 57. Upon the winding up of a limited liability company, the assets shall
of assets upon be distributed as follows:
winding up
(a) payment, or adequate provision for payment, shall be made to
creditors, including, to the extent permitted by law, members who are
creditors in satisfaction of liabilities of the limited liability company;
(b) unless otherwise provided in the operating agreement, to members or
former members in satisfaction of liabilities for distributions; and
(c) unless otherwise provided in the operating agreement, to members
and former members first for the return of their contributions and second
in proportion to the members' shares of distributions for the limited
liability company prior to dissolution.
Articles of 58. (1) After dissolution of the limited liability company pursuant to
dissolution section 52, the limited liability company may file articles of dissolution with the
Registrar of Companies in accordance with the provisions of section 4.
(2) The articles of dissolution shall set forth:
(a) the name of the limited liability company;
(b) the date its articles of organization, and all amendments thereto, were
filed with the Registrar of Companies;
(c) the name and address of each of its managers having authority to
wind up the limited liability company's business and affairs; and
(d) the reason for the dissolution.