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BVI Business Companies Act, 2004

PART XII

LIQUIDATION, STRIKING-OFF AND DISSOLUTION

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Division 2 – Liquidation where Company Insolvent

209. (1) For the purposes of this Division, a company is insolvent if

(a) the value of its liabilities exceeds, or will exceed, its assets; or

(b) it is, or will be, unable to pay its debts as they fall due.

(2) If at any time the voluntary liquidator of a company in voluntary liquidation is of the opinion that the company is insolvent, he shall forthwith send a written notice to the Official Receiver in the approved form.

(3) A voluntary liquidator who contravenes subsection (2) commits an offence and is liable on summary conviction to a fine of $25,000.

210. (1) A voluntary liquidator who sends a notice to the Official Receiver under section 209(2) shall call a meeting of creditors of the company to be held within twenty one days of the date of the notice.

(2) A meeting called under subsection (1) shall be treated as if it was the first meeting of the creditors of a company called under section 179 of the Insolvency Act by a liquidator appointed by the members of a company and sections 179 and 180 of the Insolvency Act shall apply to the calling and holding of such a meeting.

(3) Without affecting any acts carried out by the voluntary liquidator appointed under Division 1 prior to his sending a notice to the Official Receiver under section 209(2), section 182 of the Insolvency Act applies to a voluntary liquidator appointed under Division 1 as if he was a liquidator appointed by the members under the Insolvency Act.

(4) Where a voluntary liquidator who files a notice under subsection (1) is not an eligible licenced insolvency practitioner with respect to the company, the Official Receiver may apply to the Court ex parte for the appointment of himself or an eligible licensed insolvency practitioner as the liquidator of the company and the Court may make the appointment subject to such conditions as it considers appropriate.

(5) A liquidator who contravenes subsection (1) commits an offence and is liable on summary conviction to a fine of $10,000.

211. (1) From the time that a voluntary liquidator appointed under Division 1 first becomes aware that the company is not, or will not be, able to pay its debts he shall conduct the liquidation as if he had been appointed liquidator under the Insolvency Act.

(2) Where the voluntary liquidator of a company files a notice with the Official Receiver under section 209(2),

(a) the Insolvency Act applies to the liquidation of the company subject to such modifications as are appropriate; and

(b) the liquidation of the company shall be deemed to have commenced on the date of the appointment of the liquidator under Division 1.