Liquidations / Winding-ups
In TCI liquidations may accomplished either voluntary
resolution of the shareholders or compulsory by order of the
court. A third but less satisfactory alternative (from the
perspective of potential ongoing liability) is the routine
striking off the Register of defunct companies either by
request or for failure to file annual returns.
A company may be wound-up voluntarily:
When the period fixed for the duration of the
company by its Articles of Association expires;
The occurrence of an event specified in the
Articles of Association as being the time when dissolution will
take place and when an ordinary resolution to that effect has
Upon the triggering of a specified event and
without the need for an ordinary resolution.
Voluntary winding-ups usually take place upon
the passing of a special resolution of the shareholders or where
the company cannot continue its business by reason of its
liabilities upon the passing of an ordinary resolution of the
Once winding-up has commenced, the company
must cease to carry on its business except as necessary for the
winding-up. The liquidation is carried out by one or more
liquidators appointed by the company in general meeting or, in
the case of an automatic winding-up, appointed by the Articles
of Association and upon such appointment the directors powers
The commencement of the
winding-up requires to be gazetted. Upon the completion of the
winding-up the liquidator will call a general meeting at which
a liquidation accounts will be presented to the shareholders.
A notice relating to this meeting must also be published in
the TCI legal Gazette at least one month before the meeting.
The liquidator will make a return of the meeting to the
Registrar of Companies and three months after the registration
of such return, the company will be deemed to be dissolved.
Where a creditor believes that his rights are prejudiced by a
voluntary winding-up he may petition the Supreme Court of the
Turks & Caicos Islands and if the courts see fit it may order
that such winding-up continue under its supervision.
Winding-up by the Court
A company may be
wound-up by the court in certain circumstances. The most
common of which are that the company is unable to pay its
debts or that the court is of the opinion that it is just an
equitable that the company should be wound-up. Winding-up is
commenced by petition presented by the company, by a
contributory or by a creditor and the company is deemed to be
in liquidation from the time of the presentation of the
petition. The company will be dissolved from a date of an
order of the Supreme Court to that effect and this order will
be made when the liquidator appointed by the court reports
that the liquidation is complete.
Striking off defunct companies
Where the Registrar of Companies has reason to believe that a
company is not in operation or is not carrying on business, he
may strike the company off the register and the company will
thereupon be dissolved. However, a creditor or any member
aggrieved by the striking off may apply to the courts to have
the company reinstated. A fee equal to the relevant
incorporation fee for the company is payable upon
reinstatement plus all unpaid annual fees. If such a company
has assets at the time of striking off, those assets vest in
the Governor of the Turks & Caicos Islands.
Corporation Services Limited can facilitate voluntary
liquidations where companies are not insolvent. Our attorneys
will also provide advice and assistance in insolvency and
where a creditors winding up has been initiated. We are
also happy to assist with reinstatements.