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Modelo de formularios de Disolución de una Sociedad en las Islas Vírgenes Británicas

<company name>

Incorporated in the British Virgin Islands

WRITTEN RESOLUTIONS OF THE DIRECTOR OF THE COMPANY

Dated the <date>

_____________________________________________________________

1. WINDING UP

It was noted that the Company had ceased business. It was resolved that the Company be wound up.

2. DISCHARGE OF LIABILITIES

It was noted that the Company would be able to discharge its claims, debts, liabilities and other obligations in full.

3. DURATION OF WINDING UP

It was noted that the winding up and dissolution of the Company require approximately 30 days.

4. APPOINTMENT OF LIQUIDATOR

It was proposed that <name of liquidator> of <address of liquidator> be appointed Liquidator of the Company and be authorized to carry on the business of the Company if it determines it necessary or in the best interest of the creditors or members of the Company so to do.

5. REMUNERATION FOR LIQUIDATOR

It was resolved that the Liquidator shall receive remuneration as determined by the Members of the Company, as follows: <details of remuneration are REQUIRED>.

6. LIQUIDATOR'S STATEMENT OF ACCOUNT

It was resolved that the Liquidator shall not be required to send to the Members of the Company any statement of account of his actions or transactions.

7. WINDING UP RESOLUTIONS

It was resolved that the following resolutions be presented to the Member of the Company for the purpose of considering and if thought fit, approving the resolutions:

"That the Company had ceased business and would be able to discharge all its claims, debts, liabilities and other obligations in full."

"That the Company be wound up voluntarily."

"That <name of liquidator> of <address of liquidator> be and is hereby appointed Liquidator of the Company for the purpose of such winding up."

"That the director of the Company be authorised to execute on behalf of the Company the Articles of Dissolution of the Company."

Dated this <date>

_________________

<name of director>

Director

<company name>

(the "Company")

International Business Company No. <company number>

Incorporated in the British Virgin Islands

To: The Registrar of International Business Companies

Road Town, Tortola

British Virgin Islands

The undersigned as Liquidator of the above named Company does hereby give you notice that under section 94(6) of the International Business Companies Act that we have completed the winding up and dissolution of the Company and we hereby request that the name of the Company be struck off the Register and that a Certificate of Dissolution be issued.

Dated this ____th day of __________, 199___.

____________________

<name of liquidator>

Liquidator

<company name>

Incorporated in the British Virgin Islands

RESOLUTIONS OF MEMBER OF THE COMPANY

Dated the <date>

1. WINDING UP

Noted that the Company had ceased business and would be able to discharge all its claims, debts, liabilities and other obligations in full.

Resolved that the Company be wound up voluntarily.

2. APPOINTMENT OF LIQUIDATOR

Resolved that <name of liquidator> of <address of liquidator> be and is hereby appointed Liquidator of the Company for the purpose of such winding up.

3. PLAN OF DISSOLUTION

Resolved that the Plan of Dissolution as embodied in the Articles of Dissolution of the Company be approved.

4. ARTICLES OF DISSOLUTION

Resolved that any director of the Company be authorized to execute on behalf of the Company the Articles of Dissolution of the Company, a copy of which is attached to these resolutions.

Dated this <date>

_________________

<name of member>

Member

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE INTERNATIONAL BUSINESS COMPANIES ACT NO.8 OF 1994

ARTICLES OF DISSOLUTION

<company name>

1. The Plan of Dissolution of is as follows:

(1) The winding up of the business of the Company is being effected by reason of the fact that it is no longer carrying on business.

(2) The Company is now and will continue to be able to discharge all its claims, debts, liabilities and other obligations in full.

(3) The winding up of the business of the Company will commence on the date when the Articles of Dissolution are submitted to the Registrar of Companies.

(4) It is estimated that the winding up and dissolution of the Company will require approximately 30 days.

(5) <name of liquidator> of <address of liquidator> shall be the Liquidator who is authorised to carry on the business of the Company if it determines it necessary or in the best interest of the creditors or members of the Company so to do.

(6) The Liquidator shall receive remuneration, as determined by the Members, as follows: <details of remuneration is REQUIRED>.

(7) The Liquidator shall not be required to send to the Members of

the Company any statement of account of his actions or

transactions.

2. The Plan of Dissolution was approved by a Resolution of the Members of the Company on <date>

IN WITNESS WHEREOF the Articles of Dissolution are executed on the <date>

_________________

<name of member>

Member

<company name>

(An International Business Company)

WRITTEN RESOLUTIONS OF THE SHAREHOLDER

PURSUANT TO SECTION 94(2) OF THE

INTERNATIONAL BUSINESS COMPANIES ACT (NO. 8 OF 1984)

IT IS HEREBY RESOLVED as follows:

1. That the Plan of Dissolution approved by resolution of the director of the Company dated the <date> be and hereby is approved.

2. That Commonwealth Management Limited, Registered Agent to the Company be and hereby is authorised to file the Articles of Dissolution with the Registrar of Companies.

Dated this <date>

_________________

<name of member>

Member

Edificio Torre Europa, Paseo de la Castellana 95, Planta 15-A - 28046 Madrid, Spain

Tel: +34 91 418-69-11 Fax:+34 91 418-69-99 - Email: info@sociedadesoffshore.com