COMPANIES ACT 1963 - SECT 345 Winding up of unregistered companies.

345.—(1) Subject to the provisions of this Part, any unregistered company may be wound up under this Act, and all the provisions of this Act relating to winding up shall apply to an unregistered company, with the exceptions and additions mentioned in this section.

(2) The principal place of business in the State of an unregistered company shall, for all the purposes of the winding up, be deemed to be the registered office of the company.

(3) No unregistered company shall be wound up under this Act voluntarily.

(4) The circumstances in which an unregistered company may be wound up are as follows—

( a ) if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs;

( b ) if the company is unable to pay its debts;

( c ) if the court is of opinion that it is just and equitable that the company should be wound up.

(5) An unregistered company shall, for the purposes of this Act, be deemed to be unable to pay its debts—

( a ) if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding £50 then due, has served on the company, by leaving at its principal place of business in the State, or by delivering to the secretary or some director or principal officer of the company, or by serving otherwise in such manner as the court may approve or direct, a demand in writing requiring the company to pay the sum so due, and the company has, for 3 weeks after the service of the demand, neglected to pay the amount or to secure or compound for it to the satisfaction of the creditor;

( b ) if any action or other proceeding has been instituted against any member for any debt or demand due or claimed to be due, from the company, or from him in his character of member, and notice in writing of the institution of the action or proceeding having been served on the company by leaving the same at its principal place of business in the State, or by delivering it to the secretary, or some director or principal officer of the company, or by otherwise serving the same in such manner as the court may approve or direct, the company has not within 10 days after service of the notice paid, secured or compounded for the debt or demand, or procured the action or proceeding to be stayed, or indemnified the defendant to his reasonable satisfaction against the action or proceeding, and against all costs, damages and expenses to be incurred by him by reason of the same;

( c ) if in the State or in any country recognised by the Minister for the purposes of section 250, execution or other process issued on a judgement, decree or order obtained in any court in favour of a creditor against the company, or any member thereof as such, or any person authorised to be sued as nominal defendant on behalf of the company, is returned unsatisfied;

( d ) if it is otherwise proved to the satisfaction of the court that the company is unable to pay its debts.

(6) A petition for winding up a trustee savings bank may be presented by the Minister for Finance as well as by any person authorised under the other provisions of this Act to present a petition for winding up a company.

(7) Where a company incorporated outside the State which has been carrying on business in the State ceases to carry on business in the State, it may be wound up as an unregistered company under this Part, notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country under which it was incorporated.

(8) Subject to such modifications as may be made by rules of court, the Bankruptcy Acts shall apply to limited partnerships as if limited partnerships were ordinary partnerships, and, upon all the partners of a limited partnership being adjudged bankrupt, the assets of the limited partnership shall vest in the Official Assignee.

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