2019 US Virgin Islands Code
Title 13 - Corporations and Associations
Chapter 1 - General Corporation Law
Subchapter X - Sale of Assets; Dissolution
§ 283. Dissolution; procedure

Universal Citation: V.I. Code tit. 13, § 283 (2019)
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  • (a) If in the judgment of the board of directors, it is deemed advisable and beneficial for the corporation that it should be dissolved, the board, within twenty days after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, of which meeting every director shall have received at least three days' notice, shall cause notice of the adoption of the resolution to be mailed to each stockholder of record having voting power, and also beginning with said twenty days cause a like notice to be published in a newspaper of general circulation published in the United States Virgin Islands, at least four weeks successively, once a week, next preceding the time appointed for the same, of a meeting of the stockholders to be held at the office of the corporation, to take action upon the resolution so adopted by the board of directors, which meeting shall be convened between the hours of ten o'clock in the forenoon and three o'clock in the afternoon of the day so named and which meeting may, on the day so appointed by consent of a majority in interest of the stockholders present, be adjourned from time to time, for not less than eight days at any one time, of which adjourned meeting notice by advertisement in said newspaper shall be given.

  • (b) If, at any such meeting, two-thirds of all the stockholders having voting power shall consent that a dissolution shall take place and signify their consent in writing, such consent, together with a list of the names and residence of the directors and officers, certified by the president and the secretary or treasurer, shall be filed in the office of the Lieutenant Governor.

  • (c) The Lieutenant Governor, upon being satisfied by due proof that the requirements aforesaid have been complied with, shall issue a certificate that such consent has been filed, and the board of directors shall cause such certificate to be published four weeks consecutively, at least once a week, in a newspaper of general circulation; and upon the filing in the office of the Lieutenant Governor of an affidavit that the said certificate has been so published, the corporation shall be dissolved and the directors shall proceed to settle up and adjust its business and its affairs as provided in sections 285 and 286 of this title.

  • (d) Whenever all the stockholders shall consent in writing to a dissolution, no meeting or notice thereof shall be necessary, but on filing such consent in the office of the Lieutenant Governor he shall forthwith issue a certificate of dissolution, which shall be published as above provided.

  • (e) Whenever the Lieutenant Governor issues a certificate of dissolution it shall be filed in the office of the clerk of the district court in the judicial division in which the principal office of the corporation was maintained.

  • (f) Whenever a corporate or trade name has been abandoned through dissolution or otherwise for 5 consecutive years or more, the Lieutenant Governor shall make such names available to any new business or corporation or businesses or corporations desiring the use of such names.

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