ized to be sued as nominal defendant on behalf of the association, is returned unsatisfied by the Sheriff or messenger with the endorsement that no assets could be found to satisfy the debt or that the assets found were insufficient to do so; or (iv) if it is proved to the satisfaction of the court that the association is unable to pay its debts; and in determining whether an association is unable to pay its debts, the court shall take into account the contingent and prospective liabilities of the association; (e) a member of an unregistered association being wound up under this section shall be deemed to be an officer of the association for the purposes of sections three hundred and fifteen to three hundred and nineteen. 324 Contributories (1 ) In the event of an unregistered association being wound up, every person shall be deemed to be a co ntributory who is liable to pay or contribute to the payment of— (a ) any debt or liability of the association; or (b ) any sum for the adjustment of the rights of the members amongst themselves; or (c) the costs and expenses of winding up the association; and every contributory shall be liable to contribute to the assets of the association all sums due by him in respect of such liability as aforesaid. (2 ) In the event of the death or insolvency of any contributory or the assignment of his estate under the law relating to insolvent estates, then section two hundred and four shall apply, mutatis mutandis. 325 Power of court to stay or restrain proceedings The provisions of section one hundred and eighty-two with respect to staying and restraining actions and 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 association, where the application to stay or restrain is by a creditor, extend to actions and proceedings against any contributory of the association. 326 Actions stayed on winding-up order Where an order has been made for winding up an unregistered association, no action or proceeding shall be proceeded with or commenced against any contributory of the association in respect of any debt of the association, except by leave of the court, and subject to such terms as the court may impose. 327 Directions as to property in certain cases If an unregistered association 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-up order, or by any subsequent order, direct that all or any part of the property belonging to the association, or to trustees on its behalf, is to vest in the liquidator by his official name and thereupon the property or the part thereof specified in the order shall vest accordingly; and the liquidator may, after giving such indemnity, if any, as the court may direct, bring or defend in his official name any action or other legal proceeding relating to that property or necessary to be brought or defended for the purpose of effectually winding up the association and recovering its property. 328 Provisions of this Part cumulative The provisions of this Part with respect to unregistered associations shall be deemed to be in addition to and not in restriction of any provisions hereinbefore in this Act contained with respect to winding up companies by the court, and the court or liquidator may exercise any powers or do any act in the case of unregistered associations which might be exercised or done by it or him in winding up companies registered under this Act; but an unregistered association shall not, except in the event of its being wound up, be deemed to be a company under this Act, and then only to the extent provided by this Part. PART VII FOREIGN C OMPANIES 329 Interpretation For the purposes of this Part— “banking company” means a company which carries on in Zimbabwe banking business as defined in subsection (1 ) of section 2 of the Banking Act [Chapter 24:20]; [Definition as amended by section 33 of Act No. 14 of 2004] “insurance company” means a company which carries on insurance business within the meaning of the Insurance Act [Chapter 24:07]; “place of business”, in relation to a company, means any place where the company transacts or holds itself out as transacting business, and includes a share transfer or share registration office. 330 Requirements as to foreign companies (1 ) Subject to subsection (14), every foreign company which intends to establish a place of business in Zi mbabwe shall submit to the Minister —