317.
| (1) Where a company is proposed to be, or is in course of being, wound up voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to another company, whether a company within the meaning of this Act or not (in this section called "the transferee company ") the liquidator of the first-mentioned company (in this section called " the transferor company ") may, with the sanction of a special resolution of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive in compensation or part compensation for the transfer or sale, shares, policies, or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies, or other like interests, or in addition thereto, participate in the profits of, or receive any other benefit from, the transferee company. |
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| (2) Any sale or arrangement in pursuance of the provisions of this section shall be binding on the members of the transferor company. |
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| (3) Where any member of the transferor company who did not vote in favour of the special resolution expresses his dissent therefrom in writing addressed to the liquidator, and left at the registered office of the company within seven days from the date of the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect, or to purchase his interest at a price to be determined by agreement or by court upon application made to court by the member or the liquidator in the manner provided by this section. |
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| (4) Where the liquidator elects to purchase the member's interest, the purchase money shall be paid before the company is dissolved, and be raised by the liquidator in such manner as may be determined by special resolution. |
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| (5) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before, Or concurrently with a resolution for voluntary winding up or for appointing liquidators, but, where an order is made within a year of the date of passing of the resolution for winding up the company by, or subject to the supervision of, the court, the special resolution shall not be valid unless sanctioned by the court. |
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Sri Lanka Consolidated Acts