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Judicial 98. A shareholders' meeting to consider adoption of a resolution to
dissolution institute a special proceeding on any of the grounds specified
below, may be called, notwithstanding any provision in the articles
of incorporation, by the holders of ten percent of all outstanding
shares entitled to vote thereon, or if the articles of incorporation
authorize a lesser proportion of shares to call the meeting, by such
lesser proportion. A meeting under this section may not be called
more often than once in any period of twelve consecutive months.
Except as otherwise provided in the articles of incorporation, the
holders of one-half of all outstanding shares of a corporation
entitled to vote in an election of directors may adopt at the meeting
a resolution and institute a special proceeding in Nevis for
dissolution on one or more of the following grounds:
(i) That the directors are so divided respecting the
management of the corporation's affairs that the votes
required for action by the board cannot be obtained;
(ii) That the shareholders are so divided that the votes
required for the election of directors cannot be obtained;
(iii) That there is internal dissension and two or more
factions of shareholders are so divided that dissolution
would be beneficial to the shareholders;
(iv) That the acts of the directors are illegal, oppressive or
fraudulent; and.
(v) That the corporate assets are being misapplied or
wasted.
If it appears, following due notice to all interested persons and
hearing that any of the foregoing grounds for dissolution of the
corporation exists, the High Court shall make a judgment that the
corporation shall be dissolved. The registrar of the High Court
shall transmit certified copies of the judgment to the Registrar of
Companies. Upon filing with the Registrar of Companies, the
corporation shall be dissolved.
Dissolution 99. (1) On the failure of a corporation to pay the annual
on failure to pay registration fee or maintain a registered agent for a period
annual registration of one year the Registrar shall remove the corporation from
fee or appoint the register.
or maintain registered agent
(2) Where the Registrar has reasonable grounds to believe that a
corporation incorporated under this Ordinance is engaged
in any criminal activity, the Registrar shall forfeit the
articles of incorporation of the corporation and shall
remove the corporation from the register.
(3) A corporation which is removed from the register
pursuant to sub-section (1) may be restored to the register
within three years of the date of removal upon payment to
the Registrar of the prescribed fee. A corporation removed
from the register pursuant to subsection (2) may be restored
at any time if to the satisfaction of the Registrar the
grounds for forfeiture of the articles of incorporation have
been proven false.
(4) A corporation shall be restored to the register
retroactive to the date of its removal.
(5) Every corporation shall pay a fee for restoration to the
register.
(6) A corporation 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.
(7) The Registrar shall, before removing any corporation
pursuant to subsection (2), give notice in writing to the
registered agent of the corporation specifying the
allegations of criminal activity of which the corporation is
accused and allow the corporation a period of thirty days to
respond to the notice.