Problematic of liquidation and dissolution of companies under rwandan law: case study of Rwandatel

GENERAL INTRODUCTION

I.PRESENTATION OF THE SUBJECT

The reasons of dissolution of a company are regulated by the provisions of the commercial code and they are voluntary dissolution of a company based on a decision of the company's shareholders, and for this reason, the partners or shareholders can decide to make dissolution of their company. The second reason of dissolution of a company is the forced dissolution which is made by the court order and is done through the court judgment. The last reason is the dissolution not depending on the will of entities which includes meeting the goal for which the company was established. This last reason is used in practice only exceptionally as the vast majority of companies are established for an indefinite period of time. And the company's entry into liquidation is entered into the commercial register.

Under Rwandan law, as far as my topic is concerned, the dissolution of a company because of insolvency is regulated by organic law No. 03/2009 0f 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency^1(*). This law introduces checks on poorly performing companies that cannot meet their liabilities and gives them the option to reorganize or shutdown. In the above said law,its art.5 states that it is the registrar general who has the power to conduct insolvency proceedings while in its article 6;it states that the court shall designate the administrator of liquidation of a company. For the liquidation process, I will base on the law No. 07/2009 0f 27/04/2009 relating to Companies as modified up to date; but it only provides for dissolution and liquidation relating to a foreign company. Its article 341, talks about the process to be conducted when a foreign company goes into liquidation or is dissolved in its place of incorporation or origin^2(*)and there is no provision which states about the process of liquidation of a company; this will bring me to compare it to the abrogated law No. 6/1988 of February 12,1988 relating to organization of commercial establishments as it has been stated in article 384 of the Company law that a company registered under the Law n° 06/1988 of February 12, 1988 relating to organization of Commercial Establishments and which is in the course of winding up shall continue to be wound up under the provisions of that law^3(*)

For my case study,referring to what has been written by New Times paper, Rwandatel was liquidated after a court decision held in 2011 by the Nyarugenge commercial court which reached the verdict^4(*). The court named Richard MUGISHA as the administrator of insolvency of Rwandatel and he was given as duty to conduct the liquidation of Rwandatel. This court decision was followed by the revocation of the company's mobile license by RURA. The court ruling has called all Rwandatel creditors to convene a special meeting with the appointed administrator and gave them a deadline by which all creditors must have submitted their claims against the company.

On my behalf, after reading what laws state about liquidation and dissolution of companies in general and see how the process went in the Rwandatel case, it inspired me to make a research about the dissolution and liquidation of companies under Rwandan law specifically in the case of Rwandatel SA

* ¹ Law No. 03/2009 0f 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency,OG N° special of 26/05/2009.

* ² Law No. 07/2009 0f 27/04/2009 relating to Companies as modified to date,OG N°17bis of 27/04/2009.

* ³ Article 384 of the law No. 07/2009 0f 27/04/2009 relating to Companies as modified to date,OG N°17bis of 27/04/2009 cited above.

* ⁴ X,» Rwandatel Liquidation», www.judiciary.gov.rw/cases/judgements/?cat=162/ , last accessed, on 09^th/10/2013.