Section 338 - Winding up of external company

(1) Where, in the case of an external company,

(a) a winding up order is made by a court of the country in which the company is incorporated, or

(b) a resolution is passed or other appropriate proceedings are taken in that country to lead to the voluntary winding up of the company, or

(c) the company is dissolved or otherwise ceases to exist according to the law of the country in which it was incorporated,

the local manager or process agent of the company shall, within twenty-four hours after that event, give notice in the prescribed form of that event to the Registrar who shall register same and publish the particulars contained in the notice in the Companies Bulletin, and in any other medium.

(2) Where an event referred to in paragraph (a) or (b) of subsection (1) has occurred, the local manager of the company shall, on every invoice, order or business letter issued in the Republic by or on behalf of the company, which is a document on or in which the name of the company appears, indicate in legible letters to the effect that the company is being wound up in the country where it is incorporated.

(3) Where a person has served the Registrar with a notice in accordance with section (1), that person shall cease to carry on business or purport to carry on business on behalf of a company specified in subsection (1).

(4) A person who in the Republic carries on, or purports to carry on, business on behalf of the company after the date on which it was dissolved or has otherwise ceased to exist in the country in which it was incorporated, is liable to pay to the Registrar, an administrative penalty of twenty-five penalty units for each day during which that person continues so to do.

(5) This section does not derogate from the provisions of the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180) enabling an external company, whether or not the external company has been dissolved or has otherwise ceased to exist according to the law of the country in which it was incorporated, to be wound up under that Act.

(6) A liquidator of an external company or a person exercising the powers and functions of such a liquidator shall

(a) before any distribution of the assets of the external company is made, by advertisement in a newspaper circulating generally in each country where the external company had been carrying on business before the liquidation and where no liquidator has been appointed for that place, invite all creditors to make their claims against the external company within a reasonable time before the distribution;

(b) not, subject to the provisions of the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180), without leave of the Court, pay out any creditor to the exclusion of any other creditor; and

(c) unless the Court otherwise directs, only recover and realise the assets of the external company in Ghana and shall subject to paragraph (b) and to the provisions of the Bodies Corporate (Official Liquidations Act) 1963, (Act 180) pay the net amount so recovered and realised to the liquidator of that external company for the place where the external company was formed or incorporated after paying any debts and satisfying any liabilities incurred in Ghana by the external company.

(7) Where an external company has been wound up so far as the assets of the external company in Ghana are concerned and there is no liquidator for the place of the incorporation or origin of the company, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered under paragraph (c) of subsection (6).

(8) Where a report has been made by an inspector under this Act regarding an external company, the Registrar may apply to the Court for an order for the winding-up of the affairs of the company in so far as they relate to the assets of the company in Ghana.

(9) Where on an application, an order is made for the affairs of the company to be wound up, so far as assets in Ghana are concerned, the company shall not carry on business or establish or keep a place of business in Ghana unless the Court directs otherwise.