PART IX
WINDING UP PF UNREGISTERED COMBINES 

(a) no unregistered company shall be wound up under this Act voluntarily or subject to supervision of the Court;

(b) the circumstance in which an unregistered company may be wound up are as follows namely;--

(i) 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;

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

(iii) if the Court is of option that is just and equitable that the company should be wound up.

(c) an unregarded company shall for the purposes of this section deemed to be unable to pay its debts.

(i) if a creditor, by assignment or otherwise to who the company is indebted in a sum exceeding five hundred taka then due has served on the company, by leaving at its principal place of business, or by delivering to the secretary, or some directly, serving in such manner as the Court may approve or direct a demand under his hand REQUIRING the company tot he pay service of the demand neglected to pay the sum or to secure or compound for it to the satisfaction of the creator; or

(ii) if any suit or other legal proceeding has been instituted against any member or any debt or demand due or claimed to be due from the comma or from him in his character of member, and notice in writing of the institution of the suit or other legal proceeding having been served on the company by leaving the same at its p[principle place of business or by delivering it to the secretary, or some director, `manager or principal office of the company or by otherwise serving the same in such manner as the Court may approve or direct, the company has not within ten days after service of the notice paid, secured or compounded for the debt or demand, procured an order for the suit or other legal proceeding to be stayed, or indemnified the said member or defendant to this reasonable satisfaction against the suitor defendant to his reasonable against all costs, damages and expense to be in incurred by him by reason of the same; or

(iii) if execution or other process issued on a decree or order obtained in any Court in favour of a creditor against the company, or any member thereof as such, or any person authorized to be used as nominal defendant on behalf of the company , is returned unsatisfied; or

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

(2) Nothing in this Part shall affect the operation of any enactment which provides for any partnership, association or company being wound up or being wound up as a company or as unregistered company , under any enactment repealed by this Act, except that reference in any such any enactment repealed enactment shall be read as reference to the corresponding provision, if nay, of this Act.

(3) Where a company incorporate outside Bangladesh which has been carrying on business in Bangladesh, it may be wound up as an unregisor otherwise ceased to exist as a company under or by vulture of the laws of the country under which it was incorporated.

373. Contributors in winding up of unregistered Companies.--(1) In the event of an unregistered comma being wound up, every person shall be deemed to a contributory who is liable to pay or contribute to the payment of any debt or liability of the company, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members among themselves, or to pay or contribute to the payment of the costs and expenses of eyeing up the company, and every contributory shall be to contribute to the assets of the company all sums due from him imp respect of any such liability as aforesaid.

(2) In the event of any contributory dying or being adjudged insolvent contributors.

374. Power to stay or restrain proceedings.-- The provisions of this Act with respect to staying and restraining suits and legal proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding up order shall, in the case of an unregistered company, where the application OT stay or restrains is by a creditor, extend to skittish and legal proceedings against any contributory of the company.

375. Restrictions on commencing etc. of suit after winding up order.--Where an order has been made for winding up of a company under this Part, no suit or other legal proceedings shall bee proceeded with or commenced against except by leave of the Court , and subject OT such terms as the Court may impose.

376. Courts directions as to property in certain cases.-- If an unregistered company has no power to sue and be sued in a common name, or if for any reason it appears expedient the Court may by the winding in order, or by any subsequent order, direct that all or any part of the property, movable and immovable, and including obligations and actionable claims as may belong to the company or OT trestles on its befall is to vest in the official liquidator by his official named and thereupon the property or the part thereof specified in the order shall best accordingly, and the official liquidator may, after giving such indemnity , if any, as the Court may direct, bring or defend in his official name any suit or other legal proceeding relating tot that property, or necessary to be brought or defended for purposes of effectually winding up the company and recovering its property.

377. Provisions of this part cumulative.-- The provisions of this Part with respect to unregistered companies shall be addition to, and not in restriction of, any provision herein before in this Act contained with respect OT winding upcompnaies by the Court and the Court official liquidator may exercise any powers or do any act in the case of unregistered Combines which might be exercised or done by t or him in the winding up of Combines formed and registered under this Act; but an unregistered company shall not except in the event of its being wound up, be deemed OT be a company under this Act, and then only to the extent provided by this Part.