11A Alternative procedure for dissolving solvent limited liability companies
(1) Where a limited liability company has ceased to operate and has discharged all its debts and liabilities (other than contributions to capital owed to its members) the registered agent or any member of the company may apply to the Department for a declaration of dissolution of the company.
[Subs (1) amended by SD155/10 Sch 2.]
(2) An application by a limited liability company under this section in the prescribed form for a declaration of dissolution shall be in writing and shall be accompanied by a statutory declaration made by a manager or a member of the limited liability company stating that the company has ceased to operate, that it has complied with its obligations under section 10 and that to the best of his knowledge and belief and having made full enquiry into the affairs of the limited liability company the manager or member is satisfied that-
(a) the limited liability company has discharged all its debts and liabilities (other than contributions to capital owed to its members); and
(b) the particulars contained within the last annual return of the limited liability company (or, in the case of a company for which an annual return has not fallen due, the particulars filed on first registration) remain accurate at the date of making the statutory declaration or that they are accurate as amended by the applicant at the date of making the statutory declaration.
(3) Upon receipt of an application under subsection (1) the Department shall-
(a) publish a notice in the manner prescribed by section 11(10) to the effect that the
applicant has applied to the Department for a declaration of dissolution of the limited liability company and that, unless written objection is made to the Department within one month of the date of publication of the notice, the Department may dissolve the company; and
(b) within one month of the date of publication of the notice obtain written notice from the Financial Supervision Commission, the Assessor of Income Tax, the Collector of Customs and Excise and the Attorney General that they have no objection to the making of a declaration of dissolution in respect of the limited liability company.
[Subs (3) amended by SD155/10 Sch 2.]
(4) The court, on being satisfied that the period made available to the Assessor of Income Tax or the Collector of Customs and Excise or the Attorney General by the Department for the making of objections under subsection (3)(b) requires to be extended, may upon application order that the period for objections shall be extended on such terms and conditions as it deems appropriate.
[Subs (4) amended by SD155/10 Sch 2.]
(5) Before making an application to the Department under this section, the applicant shall ensure that there has been sent by pre-paid post to the registered agent and to the manager (if any) and each member of the limited liability company at the last address of which the limited liability company has notice, a notice to the effect that the applicant proposes to apply to the Department for a declaration of dissolution of the limited liability company and that, unless written objection is made to the Department within one month of the date the notice was posted, the Department may dissolve the limited liability company.
[Subs (5) amended by SD155/10 Sch 2.]
(6) The Department shall not make a declaration of dissolution of a limited liability company earlier than one month after the date of the publication of the notice required by subsection (3) of this section.
[Subs (6) amended by SD155/10 Sch 2.]
(7) On receipt of any written objection to the dissolution of the limited liability company, the Department shall forthwith notify the applicant for the declaration of dissolution of the receipt of the objection and of the identity of the objector.
[Subs (7) amended by SD155/10 Sch 2.]
(8) Where any manager, member or creditor of a limited liability company has objected to the dissolution of the limited liability company the Department shall not declare the dissolution thereof unless-
(a) the manager, member or creditor, as the case may be, withdraws the objection; or
(b) the Department decides that the objection is completely without justification, and
[Para (b) amended by SD155/10 Sch 2.]
the objector has not appealed against the Department’s decision within the time specified in section 11D(1), or the court has upheld the Department’s decision.
[Subs (8) amended by SD155/10 Sch 2.]
(9) If the Department is not prevented from declaring the dissolution of a limited liability company pursuant to this section and agrees to the dissolution, it shall notify the limited liability company that, subject to the company’s articles of organisation, operating agreement or other document evidencing agreement between the members, it is entitled to distribute its surplus assets among its members according to their respective rights and, notwithstanding any other provision of this Act or any rule of law, the limited liability company may distribute its surplus assets accordingly.
[Subs (9) amended by SD155/10 Sch 2.]
(10) Subject to subsection (11) of this section, on receipt of notification from a limited liability company that its surplus assets have been distributed in accordance with subsection (9) of this section, the Department may, by notice in one newspaper published and circulating in the Isle of Man, declare that the limited liability company is dissolved and, on the publication of the notice, the limited liability company shall be dissolved.
[Subs (10) amended by SD155/10 Sch 2.]
(11) Notwithstanding the dissolution of the limited liability company-
(a) the liability, if any, of every manager and member of the company shall continue and may be enforced as if the limited liability company had not been dissolved; and
(b) notwithstanding that a limited liability company has been dissolved, or that its surplus assets have been distributed in accordance with this section, the court may wind up the limited liability company as if it had not been dissolved, or its surplus assets had not been distributed, as the case may be.
(12) Where a limited liability company has been dissolved pursuant to this section, the court, on an application made by the Department or the manager (if any), a member or creditor of the limited liability company before the expiration of 12 years from the publication of the notice of dissolution, may, if satisfied that at the time of dissolution of the limited liability company it was in operation or had not discharged all its debts and liabilities or otherwise that it is just that the dissolution of the limited liability company be revoked, order that the dissolution of the limited liability company be revoked, and upon a sealed copy of the order being delivered to the Department for registration, the limited liability company shall be deemed to have continued in existence as if it had not been dissolved; and the court may by the order give such directions and make such provisions as seem just for placing the limited liability company and all other persons in the same position as nearly as may be as if the limited liability company had not been dissolved.
[Subs (12) amended by SD155/10 Sch 2.]
(13) An order under subsection (12) may be made on such terms and conditions as the court thinks fit