(7 ) The court may, by the order in terms of subsection (6 ), direct that, subject to any conditions specified by the court, it shall not be necessary for the company or any officer thereof to lodge any particular return or returns that the company or officer, as the case may be, would otherwise be required to lodge in terms of this Act if the court considers that in the circumstances the lodging of the return or returns can be dispensed with. (8 ) A letter or notice under this section shall be addressed to the company at its registered office or, if no office has been registered, to the care of an officer of the company or, if there is no officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who subscribed the memorandum addressed to him at the address mentioned in the memorandum. 321 Property of dissolved company vests in State (1 ) Where a company is dissolved, whether as a result of being wound up or as a result of being struck off the register as defunct, the property of the company shall, subject to subsection (4) of section two hundred and thirty-six and this section, become bona vacantia and shall vest in the State which may dispose of it. (2 ) If the court makes an order in terms of section two hundred and ninety-five or subsection (6) of section three hundred and twenty in respect of a dissolved company it may, if satisfied that notice of intention to apply for such an order has been given to the Minister responsible for finance, direct that— (a ) any property which has vested in the State in terms of subsection (1) and which has not been disposed of shall be restored to the company; or (b ) any proceeds from the disposal of any property, which previously vested in the State in terms of subsection (1) and which has since been disposed of, shall be paid to the company. PART VI WINDING UP OF UNREGISTERED ASSOCIATIONS 322 Unregistered association defined An unregistered association shall mean any company, syndicate, association or partnership having a place of business in Zimbabwe which consists of more than seven members and is not a company to which Parts II, III and IV or VII apply. 323 Winding up of unregistered association An unregistered association may, subject to this Part, be wound up under this Act and section one hu ndred and forty and all of Part V except sections three hundred and one to three hundred and six and section three hundred and twenty and of the winding-up rules made under section three hundred and fifty-nine shall apply, mutatis mutandis, to such an association and to its directors, officers or members with the following exceptions and additions— (a ) the head office or principal place of business in Zimbabwe shall for all the purposes of the winding up be deemed to be the registered office of the association; (b ) no unregistered association shall be wound up under this Act voluntarily; (c) the circumstances in which an unregistered association may be wound up are as follows— (i) if the association is dissolved, or has ceased to carry on business or is carrying on business only for the purpose of winding up its affairs; or (ii) if the association is unable to pay its debts; or (iii) if the court is of opinion that it is just and equitable that the association should be wound up; (d ) an unregistered association shall, for the purposes of this Act, be deemed to be unable to pay its debts— (i) if a creditor to whom the association is indebted in a sum exceeding one hundred dollars then due has served on the association a demand requiring the association to pay the sum so due, by leaving it at the association’s principal place of business or by delivering it to the secretary or director, manager or other principal officer of the association or by serving it in such other manner as the court may allow, and if the association has for three weeks thereafter neglected to pay the sum or to secure or compound for it to the satisfaction of the creditor; or (ii) if, in respect of any action or other proceeding instituted against any member of the association for any debt or demand due or claimed to be due from the association or from him in his capacity as a member thereof, notice in writing of the institution of such action or proceeding has been served on the association by leaving such notice at its principal place of business or by delivering it to the secretary or a director, manager or other principal officer of the association or by serving the same in such other manner as the court may allow and if the association has for ten days thereafter neglected to pay, secure or compound for the debt or demand or to procure a stay of the action or proceeding or to indemnify the defendant member to his reasonable satisfaction against the action or proceeding and against all costs, damages and expenses incurred or to be incurred by him by reason of or in defending the same at the instance of the association; or (iii) if execution or other process issued on a judgment, decree or order obtained in any court in favour of a creditor against the association or any member thereof as such, or any person author-

Select target paragraph3

Add to table of contents