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

DECLARATION

I, NUMUKOBWA Ernestine hereby declare that this research was compiled out of my effort as a partial fulfillment of the bachelor's degree in the School of Law, department of Law. I declare that this is my original work and has never been exposed anywhere in any academic field.

Signature ..............................

Date......................................

DEDICATION

To:

God Almighty,

My parents for their love, encouragement, support in my entire life, confidence they have in me and for always inspiring me,

My supervisor Prof. NGAGI M. Alphonse who helped me during the whole period of my research, my sincere gratitude goes to him because I wouldn't have completed this dissertation without his help,

My sister Stella, my brotherGashema, my friends and colleagues for your constant support, love and friendship.

ACKNOWLEDGEMENT

My acknowledgement values all those who advocated me both financially and materially throughout my research. This research would not have been complete without the supportiveness of my family and the University of Rwanda, School of Law.

Special thanks underlie to my supervisor, Professor NGAGI M. Alphonse, who guided me and motivated me to complete my research, he did it regardless my endless queries, and he deserves all my appreciation. My sincere gratitude goes also to Mrs MUKANGABO Beatha, the head of RURA Legal Affairs Directorate and to the staff of Nyarugenge Commercial Court for their help in giving me all information that I needed.

My wholly heartfelt goes to my family and friends who showed me total support during and over this period that I was doing my research.

May god bless you all abundantly!

NUMUKOBWA Ernestine

LIST OF ABBREVIATIONS AND ACRONYMS

Art : article

BCBS : Basel Committee for Banking Supervision

CAPEX: Capital Expenditure

CEO : Chief Executive Officer

CIC : Community Interest Companies

CIO : Charitable Incorporated Organizations

Gov : Government of Rwanda

GSM : Global System for Mobile communications

Ibid : Ibidem

Ltd : Limited

Me : Maître

NBR : National Bank of Rwanda

No : number

RURA: Rwanda Utilities and Regulation Authority

RWF: Rwandan Francs

QoS: Quality of Sevices

ORG: Office of the Registrar General

RDB: Rwanda Development Board

OG: Official Gazette

OL: Organic Law

Op. cit: Opere citato

P : page

SA: Société Anonyme

SIM: Subscriber Identification Module

UK: United Kingdom

USD: United Nations Dollar

WWW: World Wide Web

TABLE OF CONTENT

DECLARATION Erreur ! Signet non défini.

DEDICATION ii

LIST OF ABBREVIATIONS AND ACRONYMS iv

GENERAL INTRODUCTION 1

I. PRESENTATION OF THE SUBJECT 1

II. CHOICE AND INTEREST 2

IV. OBJECTIVE 3

V. METHODOLOGY OF REASEARCH 3

VI. SCOPE OF THE STUDY 4

VII. SUBDIVISION OF THE STUDY 4

CHAPTER ONE: PRESENTATION OF THE TOPIC AND OVERVIEW ON DISSOLUTION AND LIQUIDATION OF COMPANIES UNDER RWANDAN LAW 5

I.1.2 Company dissolution 7

I.1.3 Company liquidation 7

I.2 Categories and types of companies 7

I.2.1 Categories of companies 7

I.2.1.1 Private Companies 8

I.2.1.2 Public Companies 8

I.2.2. Types of companies 9

I.2.2.1. Types of companies under Rwandan Law 9

I.2.2.1.1 Limited Liability Company 9

I.2.2.2. Other types of companies 10

I.2.2.2.2 .Property management companies 11

I.2.2.2.3. Companies limited by guarantee 11

I.2.2.2.4. Unlimited companies 12

I.2.2.2.5. Community interest companies 12

I.3. Company dissolution and its liquidation in general 13

I.3.1.1. PROCEDURE OF COMPANY DISSOLUTION 13

I.3.2. Company liquidation 15

I.3.3.1. Company dissolution and its liquidation in Rwanda 17

I.3.3.2. Dissolution of companies and its liquidation in Canada 18

I.3.3.3.1. Modes of winding up 21

I.4. The legal framework of dissolution and liquidation of a company 22

I.4.1. Legal instruments 22

I.4.1.1. Laws 22

I.4.1.1.1. Law N°07/2009 of /2009 relating to companies 23

I.4.1.1.2. Law N°12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency. 25

I.4.1.1.2.1. The ratio legis of the Law N°12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency 25

I.4.1.1.2.2. Provisions on dissolution and liquidation of companies 26

I.4.1.1.3. other laws 28

I.4.1.2. REGULATIONS 30

CHAPTER TWO. ANALYSIS OF PROBLEMS RELATED TO DISSOLUTION AND LIQUIDATION OF COMPANIES IN RWANDA 31

II.1.1. National Bank of Rwanda 32

II.1.2. Rwanda Utilities and Regulatory Authority 33

II.1.3 Rwanda Development Board 34

II.2 THE ROLE OF COMMERCIAL COURT 35

II. 3 DISSOLUTION AND LIQUIDATION OF RWANDATEL 36

II.3.1 Cause of dissolution and liquidation of Rwandatel 36

II.3.2. Cause of Rwandatel's insolvency 37

II.3.3. Revocation of Rwandatel's mobile license 38

II.3.3.1. Objective of the audit 38

II.3.3.2. Historical background of the revocation of Rwandatel SA mobile license 39

II.3.3.3. Causes of Rwandatel's mobile license revocation 40

II. 3.3.4. Legal framework of the revocation of Rwandatel mobile license 42

II.4.JUDGEMENT OF RWANDATEL 46

II.4.1 Facts 46

II.4.2. Analysis of the case 49

II.4.3. Court decision 50

II.4.4. Analysis of the verdict on the judgement of Rwandatel 52

II. 5. Consequences of companies' dissolution in Rwanda 52

II.5.1. Consequences Rwandan economy 53

II.5.2. Consequences to the dissolved companies' staff 53

II.5.3. Consequences to customers 53

GENERAL CONCLUSION 54

BIBLIOGRAPHY 57

ABSTRACT

The University of Rwanda as other universities at the end of the fourth year students have to submit a complete research on topic of their choice, where they give contribution to the society by applying their knowledge to finding a solution to a given phenomena in the society. It is in this sense that I have undertaken this research and my topic is «The problematic of dissolution and liquidation of companies under Rwandan law: case study of Rwandatel».

Due to the limited time of research, the researcher tried to coordinate her activities according to the time she had, and tried to interact with all people and sources linked to the above said topic , interviewing them, analyzing the Rwandan laws and their provisions on company dissolution and liquidation, reading what different authors and scholars wrote about the topic, comparing Rwandan laws with foreigner laws, analyzing the judgment of Rwandatel and the consequences its dissolution had on Rwanda as a country.

Methodologies such as, documentary technique, where legal texts, books, dissertations and online sources were used to gather information on how the dissolution and liquidation of companies is done under Rwandan law. That helped me complete my research on the problematic of dissolution and liquidation of companies under Rwandan law because everything than has to refer to the provisions of the law.

In this research,the researcher with the help of methodologies of research adopted she got to know problems that are in our laws like the lack of provisions about the dissolution of companies and this leaves a question mark on which law the court based its decision that ordered the dissolution of Rwandatel Ltd.

Finally following observations made by the researcher,certain recommendations including how the Rwandan legislator should review the Rwandan company law to adopt provision relating to the dissolution of companies in order to remove a gap which is in Rwandan laws.

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

II.CHOICE AND INTEREST

After learning the course of company law, and did the internship in a commercial company in the office of its legal advisor, I felt interested in things related to commercial law, and I am seeking for understanding how company can be dissolved and liquidated, and what Rwandan laws provide about it. Hence, I decided to make dissertation on this subject basing on the case of Rwandatel SAand analyze whether it was lawful and fair.

III.STATEMENT OF THE PROBLEM

After learning the commercial law module specifically, the Company Law, I felt interested to know what happenswhen a company is dissolved and liquidated and the impact which occurs to the staff, to the customers and its impact to the Rwandan trade in general.

Hence, I asked myself whether there is no gap in Rwandan Company Law so that I contribute in writing a dissertation .Therefore, I did it basing on the below questions:

1. What the company law provides on dissolution and liquidation of a company?

2. If there is no provision about that, what was the interest of the legislator while making this law?

3. Is there any legal framework of dissolution and liquidation of the company in Rwanda?

4. What is the impact of not providing the provision on the company itself, customers and the Rwandan commercial law?

5. What law did the court based on in making a judgment on the case of Rwandatel?

IV.OBJECTIVE

The main objective of the study is to understand the way dissolution and liquidation of companies is done under Rwandan law.

V.METHODOLOGY OF REASEARCH

In this research, Iused different techniques such as documentary technique where legal texts, books, dissertations and online sources will be consulted. This helped me to consult various literatures that are related to the topic.

Through interviews different ideas were gathered from commercial court personnel to gather different ideas from them and this helped me analyzing the liquidation of Rwandatel

I also used different methods such as analytical which concerns of making analysis of the subject which includes its functioning and limitations and analyze what other scholars said about it.

Comparative methodenabled me making a comparison with other countries commercial jurisdictions(Kenya) and Canada to see differences and similarities.

Exegetical method based on making my interpretation, and asking myself different questions to see if there is any problem with the subject and in order to know what the legislator meant, and adding some commentaries

VI.SCOPE OF THE STUDY

This study was limited to the commercial law in general and specifically to the company law of Rwanda. Basing on the comparison of the law No. 07/2009 0f 27/04/2009 relating to Companies with the abrogated law No. 6/1988 of February 12,1988 relating to organization of Commercial Establishments. I also checked what laws of other countries provide about it concentrating on Kenya and Canada as my comparative method is concerned on them.

VII.SUBDIVISION OF THE STUDY

Apart from the general introduction and general conclusion,the research is divided into two chapters: The first chapter concerns the presentation of the topic and an overview on dissolution and liquidation of Companies under Rwandan. The second chapter bases on the analysis of problems related to dissolution and liquidation of companies in Rwanda and how to solve them; thus, I took Rwandatel as case study.

CHAPTER ONE: PRESENTATION OF THE TOPIC AND OVERVIEW ON DISSOLUTION AND LIQUIDATION OF COMPANIES UNDER RWANDAN LAW

After studying law from the first year up to the fourth year, when I was asked to choose a topic on which I will conduct my research which is a requirement in order to acquire a law degree, Ilooked back in all branches of law that we studied and as my preferred one was company law, I asked myself on which topic I should work on and I realized that it is better to work on dissolution of companies and its liquidation under Rwandan law. This is what pushed me to work on this topic.

As far as my topic is concerned, in this first chapter I presented the topic and make a general overview on dissolution and liquidation of companies in Rwanda. That is, first of all I define the key words because I cannot go on without defining the words that compose my topic in order to make the readers understand well the topic. Second, the categories and types of companies are listed and explained as well, Third, I went into deep in analyzing how dissolution and liquidation of companies is done in Rwanda and in other countries that I referred on in my comparative study. That is, Kenya and Canada. In this section readers will see how I compared all the three countries basing on steps and procedures of dissolution and also based on each country's respective law that provide the dissolution and liquidation. Fourth and last, this chapter is ended by giving the ratio legis and the legal framework dissolution and liquidation of companies under Rwandan law. That is the Rwandan laws and regulations that regulate and provide in which case a company may be dissolved.

All in all, in chapter, I intended to explain to the readers all things relating to the dissolution of companies and its liquidation referred to what other scholars, authors and researchers talked about whether be in books or online in without leaving apart my personnel opinion in analyzing provisions of laws. I hope I will reach my goal and attain my objectives.

I.1.Definition of key words

In order to understand well the topic, the key words must be defined and here below, some definition given by scholars and different authors are given, and the researcher will show the one that she finds are better and then explain why they were the one chosen.

I.1.1 Company

In United Kingdom, the Company Act 2006 defines a company as a voluntary association formed and organized to carry on a business^5(*).

According to G.K. Kapoor, a company means an association of persons for some object or objects.^6(*) In fact the purposes for which people may wish to associate are multifarious but the word company is normally reserved for those associated for economic purpose. That is, people who make an association with the intention of carrying on a business for gain.^7(*)

In Indian law, a company means a company incorporated or registered under the Companies Act, 1956 or under any of the earlier Company Acts.^8(*)

Judge Lindley, L.J. defines a company as an association of many persons who contribute money or money's worth to a common stock, and employs in its some common trade or business and who share the profit or loss (as the case may be) arising there from.^9(*)

Chief Justice Marshal defines a company as a person, artificial, invisible, intangible and existing only in the eyes of law. And continues saying that being a creature of law, it posses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence.^10(*)

After analyzing all the above definitions given to company by some laws and scholars, I have the same view with that one provided by the UK Company Act because it is the mere meaning of a company. Others are related to the fact that people put themselves together to carry on a business in order to gain profit

I.1.2 Company dissolution

Dissolution is a termination of a company. That is, it is the process by which a company or part of a company is brought to an end and its assets and property are distributed. It can be voluntary when it is a result of the will of shareholders or forced when it results from insolvency^11(*).

I.1.3 Company liquidation

Liquidation is referred as winding up of a firm by selling off its free un-pledged assets to convert them into cash in order to pay the firm's unsecured creditors. That is, the secured creditors take control of the respective pledged assets on obtaining foreclosure orders^12(*). The remaining amount is distributed among the shareholders in proportion to their shareholdings. It is initiated either by the shareholders when it is voluntary or by the court when it is compulsory. A company is placed into liquidation when it is unable to pay its debts.

After defining the key words, the researcher will go into deep in order to understand well the subject of this research.

I.2 Categories and types of companies

In this part, the researcher is going to classify companies basing on their categories and types. She refers to the laws and that classification will be conducted under Rwandan laws or laws of other countries.

I.2.1 Categories of companies

According to the law N°07/2009 of /2009 relating to companies, in its article 5, every company shall be incorporated to fall in the categories of companies which are private company and public company.^13(*)

I.2.1.1 Private Companies

A private company is the one whose ownership is private. That is, a business company owned either by non-governmental organizations or by a relatively small number of shareholders or a company members which does not offer or trade its company shares to the general public. As a result, it does not meet the strict Securities and Exchange Commission filing requirements of public companies. They issue stock and have shareholders. However their shares are not allowed to trade on public exchanges and are not issued through an initial public offering. That is, its shares are less liquid and the values are difficult to determine.^14(*) A private company is the one whose ownership is private. That is, a business company owned either by non-governmental organizations or by a relatively small number.

I.2.1.2 Public Companies

It is a company that has issued securities through an initial public offering (IPO) and that is traded on at least one stock exchange or in the over the count market^15(*). Although a small percentage of shares may be initially »floated» to the public, in becoming a public company, a company is allowed to determine the value of the whole company through daily trading^16(*).

It is advantageous because it has ability of selling future equity stakes and increasing access to debts markets. Due to these advantages, there is regular scrutiny and less control for majority owners and company founders^17(*). The other advantage is that they are able to raise funds and capital through the sale whether be in the primary or secondary market of their securities, whether debt or equity.

I.2.2.Types of companies

Companies are classified in different forms basing on the way they are registered.. Abusiness may be set up as a sole trader(self-employed person), as a partnership or as a limited liability. Each has its own characteristics, advantages and disadvantages. Here below there is a list of different types of companies.

I.2.2.1. Types of companies under Rwandan Law

By now the companies Act recognizes four types of companies that can be formed but most of the time only the first two are used:

- Limited liability company;

- Public limited company;

- Limited partnership;

- Commercial partnership;

I.2.2.1.1 Limited Liability Company

It is a company which is formed by physical or moral persons who are limited to their shares. The minimum initial share capital which is required is of RWF 500 000.^18(*) It cannot have less than 2 shareholders or more than 50. Private companies cannot engage in the business of banking, insurance, finance and leasing. In order to participate in the said sectors, the investors have to set up public companies^19(*).

I.2.2.1.2.Public limited liability

It is formed by moral or physical persons who are limited to their shares. The minimum amount of initial share capital which is required is Hundred million Rwandan francs (Rwf 100 000 00) ^20(*). It can engage in any type of business without any limitation. Shareholders have to be not less than 7.

I.2.2.1.3.Limited partnership

It is formed by an association of two or more individuals who have the intention of doing business together. Even if the individuals operate collectively under the name of a partnership, each remains individually liable for debts of the partnership^21(*). All of their property and not only the property of the partnership are accessible to their creditors in case of partnership default to perform its obligations.^22(*)

I.2.2.1.4.Commercial partnership

It has two categories of partners. The first is essentially comparable to that of a limited partner. The second is an investor who does not actively participate in the affairs of a partnership^23(*). He/she is not liable for the debts of partnership beyond the amount of his/her investment^24(*)

I.2.2.2.Other types of companies

Companies are classified according to liability, size and where they are listed. Here below we will discuss the common types of companies which are:

· Private companies limited by shares

· Property management companies

· Companies Limited by guarantee

· Unlimited companies

· Community Interest Companies

· Charitable Incorporated Organization

It is better t make a look on each type of company in order to understand the difference which is among them.

I.2.2.2.1.Private Companieslimited by shares

The big majority of trading companies are private companies limited by shares. A private company limited by shares is symbolized by the word `limited' at the end of its brand name. It is advantageous because liabilities are limited.

Taking example of United Kingdom, many companies are very small and there is no minimum capital requirement for a private company and it is commonly less that £100. Approximately 90% of private companies are small or medium sized company, which means that they can file modified accounts at company house, rather than full companies^25(*).

I.2.2.2.2.Property management companies

It is a type of private limited company. It will be set up in order to hold an interest in property which is divided into units, and each unit is owned separately. Most property management companies are private companies limited by shares with appropriate articles of association, though some are limited by guarantee.^26(*)

I.2.2.2.3.Companies limited by guarantee

They are companies private companies and are similar to private companies limited by shares, but they do not have a share capital. It is widely used for charities, clubs, community enterprises and some cooperatives. The vast majority of such companies are non-profit but it is not a must. A company limited by guarantee is registered in the registrar and has articles of association, and all requirements of a company. There are no shares no shareholders as well, but has members, who meet and control the company through general meetings. Directors are called a management committee. A company limited by guarantee confers limited liability like a company limited by shares does.

I.2.2.2.4.Unlimited companies

The sole trader's business of a partnership is sometimes referred as an unlimited company but they are not really companies. It may be registered as a company in the registrar but only when the members accept complete liabilities of company's debts. When the company has a debt and that money is needed to reimburse it. A call is made to each of the shareholders to contribute a fixed amount on each share held by them. Its advantage is that it is not required to register annually. It is suitable for a business where the risk of insolvency is lower compared to other types of companies.

I.2.2.2.5.Community interest companies

They are only registered for objects which are for the good of the community. This type of company is mostly found in United Kingdom where it was introduced in 2005^27(*). And it is provided in the companies' Act 2004. Apart from having objectives that are beneficial to the community, the CICs have two main features which make a distinction between them and normal companies are the assets lock and the Community statement report provisions. There must be permanently retained within the CIC, and used solely for community benefit, or transferred to another organization which itself has an asset lock, such as charity, or another CIC. They can be limited by shares or by guarantee.

I.2.2.2.6.Charitable Incorporated Organizations

This is a new type of company and it is mostly found in England and Wales. Its registration dates from December 10, 2012. It was established by the Charities Act 2006.They have limited liability and they are registered as company limited by guarantee and as charity^28(*). It is advantageous because it is easy to incorporate and run because it is registered with just one body and only has to submit one annual return and one set of accounts per year.

All the above mentioned types of companies can depend on the countries and operates according to the countries' company law. Each of them can make a conversion from a type to another. As an example, a private company limited by shares can be converted into a public company and vice versa or to an unlimited company^29(*)

Existing companies can convert themselves into CICs but such conversions require the approval of the CIC Regulator. In order to convert a company into a CIC, it requires the permission of a charity commission for changing the name.

I.3. Company dissolution and its liquidation in general

Here below the researcher is going to make look on how dissolution is done in basing on general overview. First, the key words will be defined in order to understand the topic, and second, we will see how companies are liquidated and dissolved in different countries which will enable me to make a broader comparison.

I.3.1. Company dissolution

After defining the key words and enumerating different categories and types of companies, it is considered that dissolution has procedure to be followed and it is what the researcher analyze here below.

I.3.1.1. PROCEDURE OF COMPANY DISSOLUTION

A company can be dissolved either through liquidation or through the strike-off process. And there are different means of winding up the company. Here below some are explained:

Dissolved Company Assets: Once a company has been dissolved, the assets of the dissolved company become state property

Dissolved company liabilities: pre-dissolution liabilities of a company remain as liabilities of the company following its dissolution. Since a dissolved company does not have legal existence, however, the company is required to be restored to the registrar, in order for creditors to maintain proceedings in respect of a liability incurred by that company or to enforce a judgment obtained against that company does not retrospectively remove the protection of limited liability from that company.^30(*)

When a company is struck off but the business continues to operate and to incur liabilities post-dissolution, such business is made in a personal capacity by the individual who is in charge of running the business as the company has no legal existence at the date on which the liability is incurred^31(*). In a situation where a company is wound up and dissolved and that the business continues even after dissolution, the members or shareholders of that company are in a position to apply to have the company restored to the registrar and when it happens, the profit of limited liability will be retrospectively conferred I respect of the activities of the company during the period when it was not on the register.

Dissolution is also considered as a last stage of liquidation. It is the process by which a company or part of a company is brought to an end, and its assets and property are redistributed. Winding up of a company is done according to laws of the country in which it operates or country of incorporation. Taking an example of United Kingdom, a limited company can request to be closed or dissolved under section 1003 of the companies Act 2006^32(*), providing that it meets all of the listed below requirements:

-Not operated within 3 months

-Not changed the company name within the last 3 months

-Is not subject to any legal proceedings, current or proposed

-Has not made a disposal for value of property or rights

After seeing that the company meets all above said requirements, the striking off application (DS01) can be completed^33(*). The form also has its requirements to be fulfilled which are to be signed by the majority of directors and it costs £10^34(*). Its copy must be sent to interested parties within 1 week of the application. That is to Revenue and Customs, creditors, employees, members and others not mentioned but who may have a link with the company.

When the application is accepted Companies House will no longer chase for further compliance and a notice will be placed in official gazette and giving at least 3 months notice of the intent to remove the company^35(*). If an interested party makes an objection, the action to close the company will be suspended.

I.3.2. Company liquidation

Liquidation of a company may be chosen which a result of a company winding up is also. When a company is liquidated, its assets are used to pay off its debts. The surplus which is left goes to the shareholders. The company stops doing business and employing people. The company won't exist once it's been removed from the companies register. Here below there is a procedure of company liquidation.

I.3.2.1. A company liquidation procedure

Speaking broadly, company liquidation happens in mainly four stages: the appointment of a liquidator, the collection and realization of the company's assets, the payment of all dividends to the creditors with respect to their legal priority and finally the dissolution.

The first step is the appointment of a liquidator either by the company itself (voluntary liquidation) or the court (compulsory liquidation). The liquidator's roles are to overlook the rest of the liquidation process by exercising the powers he is authorized to by the court depending on the type of liquidation. The liquidator assumes the control of all property to which the company is entitled and exercises his/her power under court supervision for certain activities when in compulsory liquidation while in voluntary liquidation; the liquidator doesn't need the court's approval to carry out the liquidation activities^36(*).

Theliquidator's general powers include: selling the assets of the company;raise any money for the purpose of the liquidation by using the assets of the company as security^37(*); to issue, draw or accept bills or cheques in the name of the company; appointing an agent to carry out the liquidation process when he isn't available; to act and execute documents in the nameand on behalf of the company; and in general all activities necessary to the winding up of a company as well distributing its assets.In compulsory liquidation, the liquidator may request for court approval in the cases he is to raise or defend any legal activities in the name or on behalf of the company and to carry out the business activities of the business as long as those activities will be beneficial to the liquidation process^38(*).

The liquidator's primary focuses are to ensure that all creditors were paid in full; and to make and agree about any compromises to be made by the company or the creditors and shareholders in the liquidation process.

The second step of a company's liquidationis carried in the following order: collecting and realizing the company's assets (i.e. turning them into cash),discharging the company's liabilities, and distributing the leftover funds among the shareholders according to the company's distribution^39(*).

The collection of the company's assets is done by the liquidator after he has taken control of all of the company's assets and he collects and recovers all the physical assets of the company including money in the company's bank accounts and uncalled capital. The liquidator also has a duty to recover all the debts owed to the company thus increasing the company's assets. Turning the company's assets into cash often involves selling the intangibleassets. This is done by advertizing publicly of the sale of the assets or through auctions. The liquidator's primary focus is to achieve the highest price possible.

After the company's assets are realized, the next step is to pay its creditors. The creditors are paid according to a certain hierarchy strictly enforced by courts. Secured creditors are a priority while the unsecured creditors are paid later. A secured creditor (or preferential creditor) is a creditor receiving a preferential right to payment upon the debtor's bankruptcy under applicable insolvency laws^40(*). Secured creditors include the liquidator, the employees (including holiday wages) and the institution in charge of collecting taxes and customs (revenue authority). Unsecured creditors on the other hand, have no security interests in the debtor's assets^41(*). When the funds available after payment of secured creditors do not cover the remaining claims, the unsecured creditors receive a parri passu(on equal footing) distribution of the remaining funds of the in-liquidation company according to their debts.

After secured and unsecured creditors are paid their dues (declared but unpaid dividends or profits), payments members and shareholders of the company are issued. They are paid depending on the priority of their claims: first dividends are paid and then surplus if any are also distributed with respect to their claims.

I.3.3. Comparative study dissolution and liquidation in different countries

This aims at using cross-cultural comparisons to achieve various objectives and as it will enable the researcher to make a comparison of how liquidation and dissolution of companies is done different countries across the world as it is stated above that it is done depending on the law of each country involved. All in all, it provides an analytical framework for examining and explaining differences and specify.

I.3.3.1. Company dissolution and its liquidation in Rwanda

Under Rwandan law, dissolution and liquidation of companies are provided by the law N°12/2009 of 26/05/2009relating to commercial recovery and settling of issues arising from insolvency and the law N°07/2009 of /2009 relating to companies that abrogated the law No. 6/1988 of February 12,1988 relating to organization of Commercial Establishments. The law has been adopted in order to help businesses that cannot pay creditors to apply and declare them insolvent and bankruptcy. Basing on the above said insolvency law; the administrator takes over responsibility of the insolvent company's total assets that can be sold off in order to reimburse creditors^42(*).

After settling creditor's claims, the company is removed from the registrar's records and those of Rwanda Revenue Authority so that it became relieved of the tax obligations. But the company may keep its name when its members or shareholders have the intention of returning to business after re-organization. But also, it can be totally removed from the register and from all official agencies. This is necessary for the registrar's records because it ensure how many companies are active and how many are not.

In order to protect creditors, the Rwandan government has set up supervisory bodies of companies in order to protect the interest for policy holders and pensioners by ensuring that these institutions are financially stable so that in case a company goes bankruptcy or become insolvency, the creditors do not become victims in being failed to be reimbursed. That is why the central bank (National Bank of Rwanda) in its structure has a department in charge of supervising banks, Non-Bank Financial Institutions which are mainly insurance and pension sectors^43(*) and it conducts day by day monitoring of these institutions by carrying out the on/off site inspections of supervised institutions^44(*). The rest of companies are supervised by RURA (Rwanda Utility and Regulatory Authority) in overseeing the regulatory and standardization aspects to be observed by both consumers and network/service providers.^45(*) As an example RURA revoked RWANDATEL mobile license in April 2011. The researcher will explore this in the second chapter of this work.

I.3.3.2. Dissolution of companies and its liquidation in Canada

Taking an example of Canada, there different means of dissolution of a company. Here below they are enumerated.

First, there is dissolution by consent of shareholders. Here, it means that corporation governed by the business corporationmay be dissolvedby consent of its shareholders. That is, Shareholders consent to dissolve a company by special resolution^46(*). Under the BCA, «special resolution» which means that it requires at least two thirds of the votes cast at a shareholders meeting by the shareholders entitled to vote on the resolution, or a resolution that requires the signature of all such shareholders. The resolution must also designate the director or officer of the corporation authorized to sign the declaration of dissolution.

If the corporation has no property and no obligations, it must send to the Registrar of enterprises^47(*) the declaration of dissolution indicating that, at the time of the consent to the dissolution, it had no property and no obligations. The corporation must enclose the certified copy of the special resolution of the shareholders with the declaration.

If the corporation has property or obligations and is not subject to liquidation, it must file a declaration of dissolution indicating that the corporation's board of directors has performed the obligations of the corporation, obtained forgiveness of those obligations or otherwise made provision for them, and, where applicable, that the remainder of the property has been apportioned^48(*). The corporation must enclose the certified copy of the shareholders' special resolution with the declaration by sole consent of the directors or by a declaration of dissolution filed by its sole shareholder.

Second, there is dissolution by consent of the board of directors. This means that a corporation that has no obligations, no property and no shareholders may be dissolved by consent of the board of directors49(*). The resolution of the board of directors must designate a director or an officer of the corporation to sign the declaration of dissolution.

The corporation must send the declaration of dissolution to the registrar of companies indicating that, at the time of the consent to the dissolution, the corporation had no property, no obligations and no shareholders. The corporation must enclose the certified copy of the resolution of the board of directors with the declaration.

Third and last there is what is called Dissolution by declaration of the sole shareholder. With this form of dissolution, the shareholder who holds all of the shares issued by the corporation may request the dissolution of a corporation. That shareholder must file a declaration of dissolution indicating that the corporation's rights and obligations become those of its sole shareholder and that the sole shareholder is able to pay the liabilities of the corporation as they become due50(*)

I.3.3.3.Dissolution of companies and its liquidation in Kenya

First of all in Kenya, the company law is provided as a rule s that regulates corporations formed are formed under the Kenyan companies Act.^51(*) It defines a company as a business organization which earns income by the production or sale of goods or services.^52(*)Under Kenyan law, the dissolution and liquidation of companies is governed by the company Act cap.486of the Kenyan Laws.It owes its origins to the English company law. It came into force on 1^st of January 1962^53(*). It provides the legal framework for the regulation of companies in Kenya. It was adopted in order to provide the legal incorporation of companies and lays down rules for their constitution, management and winding up. The Kenyan law in deciding cases related to company also bases on case laws^54(*). It is advantageous to use the case and the companies practice because it has developed rules which are useful and fills the gaps which have been provided by the company Act.

The Companies Act cap.486 does not define the term winding up or liquidation, but it interchanges them as if they were synonyms^55(*). Winding up is a process of making dissolution of a company. As a result is removed from the register and become free of all obligations.. Its assets are collected and its debts are paid off from the assets of the company or from contributions by its members or shareholders. The surplus which is left is distributed among the shareholders basing on their respective rights.

I.3.3.3.1.Modes of winding up

Under Kenyan law, there are four modes of Winding up:

· Compulsory winding up by the court

· Voluntary winding up this can be done by members' voluntary winding up or by creditors' voluntary winding up

· Winding up under the supervision of the court.

· Subject to supervision in court.

In order to make a voluntary winding up, the Kenyan law requires it to be a result of the special resolution of Board of the Company,to ensure that the company file is up to date which means that all returns filed, all debentures, page chattels and mortgages settles. An official communication to registrar, Gazette Notification, deregistration.

Comparing with Kenya and Canada, Rwanda still has the long way to go. May be it is because the 1994 genocide against the Tutsi that destroyed our country but taking an example of Kenya, it is really more advanced than us and we are still have long way to go. Kenya reached the level where they combine case laws with Company laws, and as we are with them in the EAC, we can pursue their example because we still have gaps in our laws. In order to fill those gaps, we should learn from other countries and once the laws are clear it will also attract investors. For Kenya, they are already benefiting from these laws, because it is the first country in EAC which exports its national products. With the new Law Reform Commission, Rwanda should reinforce and clarify company law as well as the law which settle problems which may arise from insolvency.

I.4.The legal framework of dissolution and liquidation of a company

A legal framework is a set of rules, principles, laws, agreements and ideas that are used while forming decisions and judgments^56(*).The provisions of the company law concerning liquidation are applied unless the company's memorandum of articles of association provide a specific procedure of its liquidation, upon resolving the company's dissolution an agreement is reached between the partners as to its liquidation procedure. That is, upon dissolution of a company, it is considered to be in the liquidation stage. It means that during the liquidation procedures the company will retain its legal capacity for the implementation of its liquidation. It is a must to affix the term «in liquidation» to the company name.

As an outcome of a company liquidation, its managers' or board of directors' authority ends. They should continue to manage the company but as far as third parties are concerned, they are concerned as liquidators until the official one is appointed.This section will be composed by two parts. The first is regulations and the second laws.

I.4.1. Legal instruments

Legal instruments are laws and regulations andregulationsestablishedina community bysomeauthorityandapplicabletoitspeople,whetherintheformoflegislationorofcustomandpoliciesrecognizedandenforcedbyjudicial decision. They are designed to control or govern conduct. In commercial law, it is a set of rules and regulations that establish the way a company operates in business

I.4.1.1. Laws

In Rwanda, Previously companies were regulated by the Law No. 6/1988 of February 12, 1988 relating to organization of commercial Establishments but this law has been abrogated and replaced by the Law N°07/2009 of /2009 relating to companies. In addition to this, there is Law No. 3/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency.

I.4.1.1.1. Law N°07/2009 of /2009 relating to companies

In Rwanda, mostof things related to companies are provided into. The said law does not go into deep in clarifying the dissolution and liquidation of companies. It is the main reason which made the researcher chooses this topic because as it is the law regulating companies, it should contain provisions which explain everything related to companies in order to contribute resolving all matters that the company may meet. There are some articles which mention in which cases liquidation and dissolution should be but for dissolution, it is only provides thatof foreign companies.

From the article 341up to article 345, it is provided about the liquidation of a foreign company. The research lists the contents of those articles here below so that she shows where is the problematic of not providing the article regarding nationals' companies.

The article 341 provides thenotice with regard to liquidation or dissolution at the company's place of incorporation.^57(*)Where a foreign company goes into liquidation or is dissolved in its place of incorporation or origin have so many responsibilities to inform about the situation of the company. First, an authorized agent in Rwanda shall, upon commencement of the liquidation, file with the Registrar General a notice to that effect. Second,the liquidator of a dissolved company shall have the powers of a liquidator for Rwanda.

From the researcher's point of view, the legislator provided these articles in order to avoid the problems that the Rwandan nationals may face when are creditors of a foreign company. It is like in the interests of Rwandans in protecting them from problems which may arise from the companies which are incorporated abroad.

Article 342 states about the procedures that shall be applied by the liquidator. That is, a liquidator of a foreign company appointed by the Court or a person exercising the powers and functions of such a liquidator shall:

1°before any distribution of the foreign company's assets is made, by advertisement in a newspaper circulating generally in each country where the foreign company had been carrying on business and where no liquidator has been appointed , invite all creditors to make their claims against the foreign company within a reasonable time before the distribution^58(*);

2° not, without leave of the Court, pay out any creditor to the exclusion of any other creditor.^59(*)

As we saw it above in the definition of liquidation, in order to start companyliquidation someone neutral has to be appointed its liquidator. And of course the announcement has to be passed in the popular news paper that can be read in the whole country so that after the end of period of liquidation no one comes and claims that he/she was among the creditors and that she/he delayed because he/she was not aware of the company's liquidation. In addition, to this, the researcher finds that the announced should also be passed on all possible means of information like local radio and television stations in order to avoid any claim in the future.

Article 343 states that there must be an application to the Court for directions as to the disposal of the net amount recovered.Where a foreign company has been wound up so far as its assets in Rwanda are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered^60(*)

In article 344, it provides about the removal of the name of a foreign company from the registry. It states that on receipt of a notice from an authorized agent in charge of liquidation or dissolution of the company, the Registrar General shall remove the name of the company from the register. Where the Registrar General has reasonable cause to believe that a foreign company has ceased to carry on business in Rwanda, he/she shall remove it from the register of companies in accordance with this Law.^61(*)

After reading all these above provisions, the researcher finds that, the legislator focused on foreign companies and wonders why the latter did not provide the articles that govern the Rwandan companies. The company law should contain provisions relating to all companies whether be national or foreigner as it is considered as the main law which regulates the business law in Rwanda. The lack of those provisions may be considered as the failure of the legislator who drafted the law and as consequence it may cause unjust an iniquitous procedures of liquidation of national companies as we know that there is a legal principal which states that «no crime no punishment without law»

I.4.1.1.2. Law N°12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency.

In order to well explore the topic, the researcher analyzed other laws which have the link with the dissolution and liquidation of companies. And that is the reason why she took a look on the LawN°12/2009 of 26/05/2009relating to commercial recovery and settling of issues arising from insolvency. She will go article by article in order to make the readers of this research to understand where the legal framework of dissolution and liquidation of companies comes from.

I.4.1.1.2.1. The ratio legis of the Law N°12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency

The ratio legis is the reason for the law. That is the policy reason or underlying purpose for a specific norm, rule, treaty provision, act of legislation^62(*). The researcher will try to know the reason of the existence of the law establishing the dissolution and liquidation.

The reason of enacting the acting laws relating to company dissolution and liquidation vary from country to country. Consider the example of the countries that I discussed in this dissertation; the intention ofthe Canadian legislator while adopting their law is different from that one of Kenya or Rwanda. There are so many things to be considered before a certain country adopts a given law; that is, the government policies, the economy of the country, the population and others.

In Rwanda as my topic is concerned, the law N°12/2009 of 26/05/2009relating to commercial recovery and settling of issues arising from insolvency has been adopted because the company law was silent and that law came to clarify how a matter resulting from the insolvency or bankruptcy as it is stated in its article 1^63(*). The main purposes were:

1° promote as it maintains timely collective mechanisms and procedures for dealing with problems that arise from low levels of paying the debt and insolvencies;

2° carry out activities related to liquidation of the debtor's assets and distribution of the proceeds there from;

3° design contracts and plan of action relating to modalities of revival of the debtor's commercial activities;

4° maximize value of the debtor's assets;

5° ensure equitable treatment to creditors of the same category;

6° preserve and maintain the insolvent estates;

7° facilitate honest debtors in procedures of being discharged from residual debt

This article protects the interest of the creditors and it is a good thing because it avoids the matters which may arise from the insolvency of the company whether related to a trader or a company.

I.4.1.1.2.2.Provisions on dissolution and liquidation of companies

The article 4 Law N°12/2009 of 26/05/2009relating to commercial recovery and settling of issues arising from insolvencyprovides the competent court and it states that the commercial court with jurisdiction in which the debtor is domiciled shall have exclusive jurisdiction^64(*).It also states in which cases the immediate appeal may be granted and that it commence on the date the court took its decision or on the date the case was notified to both parties in case it was not pronounced.

The article 6 of the same law provides the designation of the administrator. He/she is designed by the court and he/she has to be approved by the first creditors' meeting^65(*). For the researcher's analysis, this is so important because the liquidator has to be someone who has integrity and in order to be independent, it is the best thing to choose someone who has no relationship with the parties so that he/she does his/her work freely without any external pressure.

Article 7 and 8 provides the duties and obligations of the liquidator^66(*). It is obvious that he/she also has duties to fulfill like convening creditors' meeting and etc.. In addition, he/she is entitled to information related to insolvency to the creditors as well as to the court which is in appointed him/her.

Article 11 states about the report of administrator's activities. He/she shall submit a report of his/her activities to the creditor's meeting after completion of his/her duties^67(*). From the researcher's point of view, while making this law, the legislator provided this article in order to render the administrator accountable of his activities. In reading the report they assess whether he/she performs well his/her duties or not. That is the reason why in article 12, they provided that the administrator may be suspended or dismissed

Chapter two provides the commencement of insolvency proceedings. Taking example of article 21 which states the content of the court order commencing insolvency proceedings like the period in which the creditors shall register their debts^68(*). Article 22 provides the schedule of the meeting of creditors by which their general assembly decides the insolvency proceedings basing on the administrator's report.

Chapter three provides the effects of the commencement of insolvency proceedings. The article 38 states that the rights to manage the assets are transferred to the administrator of insolvency^69(*).

Chapter four provides the management and use of assets during insolvency proceedings. That is,how the assets of the company in dissolution are managed during the insolvency period. Article 60 states about the sale of assets involved in insolvency proceeding. If the creditor's general assembly decides to sell the property forming the assets involved in insolvency proceedings, the administrator shall immediately institute the procedures for liquidation of the property and shall inform the court thereof^70(*). The article 65 states the priority of claims^71(*). That is, the classification of claims basing on by which order the debts will be paid.

All in all, this law is complete and the legislator provided everything and every situation concerning the liquidation and dissolution of company. It completes the Rwandan code relating to companies. As in the Company law there are no enough provisions regarding the insolvency of the companies. The researcher could not mention all articles but she tried to choose some of them and make comments.

I.4.1.1.3. other laws

There are other laws that provide articles about dissolution and liquidation of companies but specially the laws that govern the supervisory bodies of companies. Her below, there are three of them which are:

1. Law No. 007/2008 of 08/04/2008 concerning organization of Banks.

2. Law No. 14/2010 of 07/05/2010 modifying and complementing Law No. 07/2010 of 27/04/2009 relating to Companies.

3. Organic law No. 06/2012 of 14/09.2012 determining the organization, functioning and jurisdiction of commercial courts.

There are laws from National Bank of Rwanda as it has the mandate to supervise the financial sector. The first objective is to maintain financial system stability with a view to encouraging and promoting the development of the productive resources of Rwanda^72(*).

The second objective is to promote the access to finance whilst strengthening a stable and sound financial system. This objective is achieved through the following activities:


·  Licensing of banks, insurers, pensions schemes, microfinance institutions, forex bureaus, and credit reference bureaus^73(*).


· Strengthened supervisory legal framework including both onsite and offsite surveillance tools for banks, insurers, pensions schemes, microfinance institutions, forex bureaus and credit reference bureaus to ensure that they comply with all the relevant laws, regulations, directives, guidelines and prudential benchmarks.^74(*)


· Adoption of Risk Based Supervision framework.

Here below, the researcher is going to demonstrate some articles that show where the competence of the NBR comes from.

Law No. 14/2010 of 07/05/2010 modifying and complementing Law No. 07/2010 of 27/04/2009 relating to Companies in its chapter two provides about the role of the Central Bank whereby its article 3 states that it has the supervisory and regulatory role.^75(*) From the section six up to ninth, it provides that it

· takes measures to protect the interests of customers;

· imposes penalties for contravention of this Law, regulations and instructions;

· requires the submission of reports and other information to the Central Bank;

· conducts inspections and technical audits

We consider that from this, the NBR has full competency to regulate and supervise other banks in their daily works and financial institutions in the interests of customers.

Law No. 007/2008 of 08/04/2008 concerning organization of Banks, in its chapter vii states that the Central Bank has the powers to authorize voluntary liquidation of banks operating in Rwanda. In addition it can order the forced liquidation as it is stated in article 92 of the above said law. All in all from article 88 up to 117, the law provides the procedure of liquidation of banks.^75(*)

Also, Organic law No. 6/12 of 14/09/2012 determining the organization, functioning and jurisdiction of commercial courts in its article 2, states that it has jurisdiction over disputes related to liquidation, dissolution and recovery of business firms facing bankruptcy. ^76(*)

I.4.1.2. REGULATIONS

There are Regulations from the supervisory bodies which regulates the dissolution and liquidation of companies. The research will discuss on RURA regulations.

I.4.1.2.2 .Rwanda Utilities and RegulatoryAuthority.

Basing on the RURA Regulations for Quality of Service of Cellular Mobile and Fixed Networks Services (Voice and SMS), in its article 7, it states that the regulatory Authority may audit some or all of the quality of service data retained by Licenses. In doing so the Regulatory Authority may vary the regularity and frequency of the audits, as well as the Licensees, services, parameters, reporting areas and reporting periods that require audits.^77(*) In addition to that, its article 8 states that The Regulatory Authority may investigate at any time the quality of service measurement; reporting and recording procedures of a Licensee. In doing so the Regulatory Authority may exercise its powers of monitoring and enforcement of obligations.

CHAPTER TWO. ANALYSIS OF PROBLEMS RELATED TO DISSOLUTION AND LIQUIDATION OF COMPANIES IN RWANDA

Upon the dissolution and liquidation of a company, the assets of companies are distributed to its creditors and the surplus is shared by the shareholders proportionally to their respective shares. The company is removed from the register of commerce and it ceases its existence.

In this second chapter, there is analysis of the problems that arise after the company is declared dissolved by the court of law. Normally the forced dissolution cannot be without the insolvency of the company. There are causes which conduct to the bankruptcy of the companies. First, there is enumeration and study of the supervisory bodies which are there to follow daily operations of the companies so that they make the audits in order to assess the financial statements of the company. When those institutions find that the companies don't meet their liabilities anymore, they take some measures in order to protect the interests of the population or any other stakeholder. That is where, it can request the court to start proceedings of companies' insolvency or begin the process of liquidation. As far as the research is concerned, there is assessment of the whole process that conducted to the dissolution and liquidation of Rwandatel Ltd and what is emphasized is the revocation of Rwandatel mobile license by RURA because it is that which led to the judgment on its dissolution and liquidation.

Finally, there is watch out of the impact that the dissolution of Rwandatel had on Rwandan trade, Rwandatel employees and Rwandatel customers. In concluding there is a personal view and general considerations on this case of Rwandatel.

II. 1. Companies' supervisory institutions in Rwanda

In Rwanda, there is no special institution in charge of supervising all companies. Every sector of business has the institution in charge of its supervision. That is there are public institutions which are charge of different things in the society and that in addition to that they have an additional task which is to supervise the companies especially commercial which are linked to that institution. In this section the researcher enumerates some like the National Bank of Rwanda which has the competence given by the law of supervising all banks and financial institutions which operates within the country^78(*). There is also Rwanda Utilities and Regulatory authority, which ensures fair competition, promoting and protecting consumers interests and rights in all regulated sectors, and finally, Rwanda Development Board which is in charge of registering companies as well as remove companies from the register of commerce.

II.1.1. National Bank of Rwanda

The National Bank of Rwanda has been given the mandate to license and supervise banks underthe Central Bank law n° 55/2007 of November 30th 2007 specifically in its articles 53, 56, 57 and58. The legal and regulatory framework for licensing and supervision financial institutions isdetailed in the Banking law n° 007/2008 of June 8th 2008. Furthermore the National Bank of Rwanda licenses and supervises banks in accordance with the core principles for effective Banking suspension (BCP'S) issued by the Basel Committee on Banking Supervision^79(*).

The granting of banking license is discretionary of control in the regulation of the banking sector is when an application is being considered by the licensing authority. Applicants should understand that the proper investigation of their application may take some time and they should plan accordingly.

In addition to that, the National Bank of Rwanda has the sole responsibility for monetary policy and its principal objective is to ensure price stability within the system.^80(*) All financial institutions are subject to supervision and regulation by the NBR under the Banking Law of 199. The institutions that it supervises are commercial banks, micro finance institutions, and the insurance companies.^81(*) Up to now in Rwanda, no bank has been dissolved and liquidated and this is because when the bank is about to be bankruptcy, its shareholders sell it to other investors that have means of recovering its commercial activities.

They are some examples of banks like BCDI which was about to be declared and that was bought by Togolese ECOBANK. Apart from this there are other examples. For banks andinsurance companies, the National Bank of Rwanda has established the minimum amount of capital of investment which is like caution fees that those institutions have to deposit in NBR so that they start operating. So in case they are bankruptcy and that they are liquidated NBR use that sum in reimbursing the creditors. All said above are done by the NBR's department the bank supervision department

For the researcher's point of view, it is good because it is like protecting the Rwandan society against the matters that may arise from the bankruptcy of banks, insurance institutions and other financial institutions. This will make Rwandans trusting the banking institutions because they won't fear that banks will go bankruptcy and that they will lose all their economics. This attracts investors as they will be sure that they can deposit their money in Rwandan banks without sending back their income to their respective countries. This will lead to the development of Rwandan banking sector.

II.1.2. Rwanda Utilities and Regulatory Authority

Rwanda Utilities and Regulatory Authorityis a multi-sector regulator with the mandate to regulate certain public utilities including ICTs, Energy, Water, Sanitation and Transport. It is the one which is charge of regulating all telecommunication activities and it is the one which gives license to the people who want to invest in those activities. It was previously created by the law N. 39/2001 0f 13/09/2001 establishing the Rwanda Utilities Regulatory Agency of certain Public utilities whereby in its article 1 provides the mission and mandate of the law^82(*) which is :

· Ensuring that certain utilities provide goods and services throughout the country;

· to meet in transparency all reasonable demands and needs of all natural persons and organizations;

· Ensuring that all utility suppliers have adequate means to finance their activities;

· Promoting the interest of users and potential users of the goods and services provided by utilities so that there is effective competition.

· Facilitating and encouraging private sector participation in investments in public utilities;

· Ensuring compliance by public utilities with the laws governing their activities.^83(*)

RURA used the mandate given by the above said law when it saw that Rwandatel Ltd was about to go insolvent and that it was not meeting its liabilities anymore, it made an audit and its legal department prepared report to present to the board of directors so that they take the immediate decision which goes in interest for the Rwandan society and any other stakeholder.

This law has been replaced by the law N.9/2013 of 1/03/2013 establishing Rwanda Utilities and Regulatory Authority and determining its mission, powers, organization and functioning. This law also provides in its article 1 the mission of RURA which is to

The Law N. 9/2013 of 1/o3/2013 establishing RURA and determining its mission, powers, organization and functioning provides in its article 1 the mission of RURA which is to regulate public utilities and its article 2 which enumerates the public utilities that are regulated by RURA and the telecommunication sector is included.^84(*)

II.1.3 Rwanda Development Board

The Rwanda Development Board has been established by the Organic Law N. 53/2008 of 2/09/2008 and it was established in order to ensure all things related to investment in Rwanda. That Law has been abrogated and replaced by the Law N. 46/2013 of 16/06/2013 establishing Rwanda Development Board and determining its mission organization and functioning and in article 4, it provides that its mission is tofast track development activities and facilitate the Government and private sector to undertake an active role.^85(*)

As my topic is concerned, registration of companies and things concerning to their dissolution and liquidation is regulated by the Office of the Registrar General which was established in 2008 to continue the functions of the Rwanda Commercial Registration Agency. ORG is housed in the RDB as a division under the Investment Promotion and Implementation department.^86(*)

The Office of Registrar General has the following responsibilities have different and here below is the list:

· Implement and develop the laws relating to companies, secured transactions, commercial recovery and settling of issues arising from insolvency

· Monitor and supervise activities relating to commercial recovery and  settling of issues arising from insolvency,

· Maintaining registers, data and all records of the Office of the Registrar General,

· Publicizing all  information relating to business registration;

· Examining, on a regular basis the laws that need to be implemented by the Office of the Registrar General to determine areas for review and development;

· Designing training, information and sensitization programs for economic operators on regulations that govern them as provided for by the commercial laws;

· Daily management of Intellectual Property rights.

The research is about its role in the implementation and development of laws relating to companies, secured transactions, commercial recovery and settling of issues arising from insolvency. In Rwanda, after the audit, when the supervisory body in charge of a certain company finds that there is a company which is insolvent and that its insolvency may cause so many problems to the customers and other stakeholders, it presents a report to the ORG requesting the registrar general to bring an action to court instituting the insolvency proceedings.^87(*)

In the case of Rwandatel, it is the Registrar general which brought the case requesting for the beginning of proceedings of Rwandatel insolvency to the commercial court

II.2 THE ROLE OF COMMERCIAL COURT

The commercial court has the competence to judge all cases relating to commercial things. That is, the Commercial court with jurisdiction in which the debtor is domiciled is the one that has exclusive jurisdiction, and the Registrar General in charge of commercial activities registration is the chief administrator responsible for insolvency proceedings^88(*). The Organic Law N. 6/2012 of 4/09/2012 determining the organization, functioning and jurisdiction of Commercial Courts, in its article 2 provides the commercial matters which are subject to commercial court, and in its included disputes related to liquidation, dissolution and recovery of business firms facing bankruptcy.^89(*)

II. 3DISSOLUTION AND LIQUIDATION OF RWANDATEL

Rwandatel was 80% Libyan owned Rwandan telecommunications company^90(*). It lost its license to provide mobile Lap GreenN was not fulfilling the agreement that it did with the Rwandan government when it purchased Rwandatel. In addition to that, it did not invest the amount needed and that led to the insolvency of Rwandatel. RURA using the powers that it is given by the law revoked its mobile license and requested the Registrar general to bring an action to court requesting for the beginning of Rwandatel's insolvency proceedings. The facts of the court proceedings on the case that led to the dissolution o Rwandatel are discussed in the next pages.

II.3.1 Cause of dissolution and liquidation of Rwandatel

The decision of liquidating Rwandatel came after audited reports found out that the company is technically insolvent with a lot of liabilities. Also the Rwanda Utilities and Regulatory Agency made its report showing that the operator was not meeting its liabilities anymore, that is why as it is provided by the Presidential Order N. 4/01 of 15/03/2004 determining specific duties of the Regulatory Board in telecommunication matters where it provides that the Regulatory Board has the responsibility of collaborating with other organization/institutions in respect of issues of general interest^91(*). This is the reason why it requested the registrar of companies to institute insolvency proceedings in commercial courts against Rwandatel.

II.3.2. Cause of Rwandatel's insolvency

When American conman Greg Wyler took over the company in October 2005, he prompted fired 130 employees saying it was for efficiency reasons when in fact it was a move to retain a skeleton staff while squeezing as much money as he could out of Rwandatel.^92(*) The workers' union in this country still has very little powers to influence decisions, or to protect workers against arbitrary massive dismissal. Wyler stripped the company to the bare bones and, to add insult to injury, the government had to pay him close to US$ 12 million to leave, and to get its company back.

LAP Green came in and forked over US$ 100 million for the company, which looked a very good deal. Things looked like they would go swimmingly from then onwards. But LAP Green made some disastrous decisions from the word go. Why it for example kept on Patrick KARININGUFU as CEO instead of bringing in a seasoned telecoms manager is beyond the understanding of most people^93(*). KARININGUFU was a young man who had graduated from the Kigali Institute of Science and Technology not very long ago and whose only prior work experience was the few years he was in the employ of Wyler.

The young CEO went ahead and made the mother of all promotions, the famous Tubirimo, which culminated in an exciting launch of Rwandatel's new GSM operation at the Amahoro Stadium in January 2009. The next day Rwandatel was giving MTN a bloody nose, and you could sense the panic emanating from the Nyarutarama shopping center. But the Tubirimo promotion was badly planned from the word go^94(*).

For starters, Rwandatel ran out of the Internet-enabled handsets that its eager new customers were clamoring for. That was a big disappointment for the many that had made the decision to switch from MTN. Then after a few days, more people willing to leave MTN for Rwandatel ran into another obstacle. There were no Rwandatel SIM cards to be found anywhere. Apparently they had been sold out, and there weren't any more in stock. And after a time the only airtime cards to be found were those of MTN.

These failings were a disastrous PR setback from which Rwandatel never recovered, even after it brought in the very experienced and affable Issiaka Maiga Hamidou. LAP Green also made matters worse by not always moving in a timely manner to disburse the necessary funds to keep ahead of the game in the fast-moving telecoms market.

II.3.3. Revocation of Rwandatel's mobile license

RURA Legal affairs Directorate& Ad Hoc Monitoring committee made an audit of Rwandatel and after it presented a report to the Board of directors in demonstrating the inability of Rwandatel SA of implementing its bligations as per its licenses, Share Purchasing between GoR and Lap GreenN as well as the technical offers of Lap GreenN. This led to the revocation of Rwandatel's mobile license^95(*).

II.3.3.1. Objective of the audit

On the 1^st November 2010, the RURA management committee set up a team for the establishment of the then status of Rwandatel S.A.^96(*)

Their task was to monitor the performance of Rwandatel SA in terms of compliance of Rwandatel to be committed roll out plan, Capacity to install, investment plan to support technical offer, the license QoS indicators year per year since 2008, second it was to collect information on financial status, Project implemented to fulfill the performance obligations and last it was to analyze external audit reports and carry out a financial analysis in order to be able to ascertain the health of the company for the protection of all stake holders^97(*).

The objective of the report was to establish the exact status of Rwandatel compared to the technical and financial commitment year by year, and to provide legal advice to management on the way forward.

II.3.3.2. Historical background of the revocation of Rwandatel SA mobile license

Rwandatel was purchased by LAP GreenN on 26/10/2008 through a tendering process, whereby Lap GreenN was found to be best offer based on the technical and financial offer. The share capital of Rwandatel was distributed between two shareholders to wit; Lap GreenN with 80% of share capital and Caisse Social du Rwanda with 20% of share Capital. As a majority shareholder, the management was under Lap GreenN responsibility.^98(*)

When purchasing Rwandatel, Lap GreenN submitted a detailed Technical Proposal with a commitment of five years investment plan of 176 Million USD to support the rollout plan. Lap GreenN commitment was also that 60% of 177.6 Million USD would be invested in the first two years which are 2008 and 2009.^99(*)

After the cabinet decision of choosing the successful bidder, Lap GreenN has entered into negotiation with RURA to translate its commitments as described in its technical offer and business plan into license obligations that would to bind the new owner of Rwandatel. Those commitments were summarized in the appendices of the license especially in the provision relating to coverage and Roll out Plan with requests the licensee to install, operate and maintain the Licensed Network and provide the Licensed Services in all the localities that was indicated in the license and in accordance with the CAPEX Plan that was presented in the technical offer.

Rwandatel license obligations were including the Quality of Services requirements so that it provides very good and reliable services to customers.^100(*)

After Rwandatel was licensed, there was an establishment of an ad hoc committee within RURA for regular monitoring of the implementation of license obligations by the telecommunication companies including Rwandatel. Unfortunately, all reports made on Rwandatel indicated a poor performance and the failure to meet its obligations whether technical, financial or legal.

RURA tried to persuade Rwandatel to fulfill its obligations but the latter continued failing. The reports from RURA alongside those made by Rwandatel, the Audit Report of Rwandatel, the complaints from Rwandatel Customers, were demonstrating that instead of improving the situation, Rwandatel were getting worst.

The management of RURA found that it was necessary to move into enforcement measure in order to make Rwandatel implement its obligation. That is the reason why the ad hoc committee was made in place in order to prepare a report on Rwandatel situation and that led to the revocation of mobile license of Rwandatel.

II.3.3.3. Causes of Rwandatel's mobile license revocation

The committee established by RURA, after analyzing the technical and financial situation of Rwandatel S.A noticed that Rwandatel failed to comply with its license obligations as agreed and described in the Fixed and Cellular Mobile licenses that were granted to Rwndatel S.A in 2008.^101(*) That matter of non compliance has made the Ad hoc Monitoring Committee to write to Rwandatel official letters many times.

That committed based on article 18 of both Mobile and Fixed License, whereby Rwandatel had the obligation to install, operate and maintain the Licensed Network and provide the Licensed Services in all localities and was to do so in accordance with the minimum requirements set in the Appendix E; in addition to that it was obliged to submit to RURA a semester report on the progress made in regard to rollout and coverage obligations^102(*). Regarding this point, the inspection over three years demonstrated that Rwandatel was far away of achieving its targets as per its coverage and roll out plan.

In accordance with article 28 of Law N. 44/2001 of 30/11/2001 governing telecommunications and Presidential Order N.05/01 of 15/03/2004 determining the functioning of the Universal Access Fund and Public Operator's contributions in its article 29, states that each Telecommunication Operators has the obligation to pay 2% of Turnover for the contribution to Universal Access Fund^103(*).

Rwandatel had the same obligation under Article 38 of its license requesting it to pay to RURA an annual contribution to the Universal Access Fund within one month after the end of financial year on the basis of the turnover generated during the previous yea^104(*)r. However, Rwandatel didn't pay that fee as it was required by the law and it licenses

Basing on the article 20 of its mobile and fixed licenses, Rwandatel had the obligation to meet the QoS as was provided in its license and had the obligation to install an effective quality monitoring system and to provide RURA with the result of measurement of QoS on quarterly basis^105(*). The fact that Rwandatel was not investing as planned, led to a poor quality of service especially in its internet service provision where it was experiencing the congestion of its 3G Network in Kigali City.

In accordance with article 20.6 of its license, Rwandatel had the obligation to notify RURA of the occurrence of any fact or event likely to materially affect the Licensee's ability to comply with any term of the license including any change to the network which might detrimentally affect the performance, availability or quality of the network or the services; and any insolvency related event in respect of the Lincensee or any preparatory steps being taken that might lead to an insolvency related event, immediately upon the Lincensee becoming aware of the event^106(*).

The report of external auditor of Rwandatel showed that the company was insolvent and that it was at a very high risk of bankrupt if the shareholders were not to inject more money in the company in order to redress the situation. However, despite that report, Rwandatel did not informed RURA from its own volition of all those events as it was requested by the license. That was proven by the fact that till then, Rwandatel Management were arguing that their situation was not such alerting that it would be resolved soon.

Basing on article 6 of the Presidential Order N. 04/01 of 15/03/2004 determining Specific Duties of the Regulatory Board in Telecommunications Matters giving the Board the responsibility to give the general advice and to offer assistance to operators including as regards the resolution of disputes^107(*); RURA received a complaint from MTN Rwanda which was relating to a pending dispute related to outstanding debt accrued from interconnection fees by Rwandatel as per the terms of interconnection agreement signed by the two companies.

RURA assisted the two companies to solve the issue amicably, and Rwandatel has requested to pay in installment but it failed. After many tentative of solving those issued without success, MTN had lodged its complaint to the court.

Alongside MTN, there were other creditors of Rwandatel because according to its financial analysis the liabilities of Rwandatel (around RWF 37 Billions) were almost three times its assets (around RWF 13 Billions). This was proving how Rwandatel was over-indebted.^108(*)

II. 3.3.4. Legal framework of the revocation of Rwandatel mobile license

The Law N. 44/2001 of 30/11/2001governing Telecommunications, as well as the licenses granted to Rwandatel provided for the measures to be taken in the case of breach of the law and in case of non compliance with the license obligations.

Article 14 of the Law N.44/2001 of 30/11/2001 governing telecommunication provides set of procedures to be followed for the case of non compliance with license condition as it is stated here below:

«If any natural person or organization does not comply with any condition set out in a license, the Regulatory Board issues an enforcement notice requiring that person or organization to remedy the failure within a specified period of time.

Failure to comply with paragraph (1) of this article is an offense punishable in accordance with paragraph (6) of article 15of this law.

If the natural person or organization believes its complying, or cannot comply, with any condition set out in a license for objective and transparent reasons, it makes representations to the Regulatory Board in writing within seven working days from the date of the enforcement notice. The regulatory Board reviews the matter and either confirms or withdraws the enforcement notice or gives a written waiver of compliance with the condition.»^109(*)

Paragraph 6 of Article 57 of the same Law states that:

«Any natural person or organization which contravenes an enforcement notice issued under paragraph (2) of article 14 of this law which enforcement notice has been confirmed, if that person or organization has given explanations to the Regulatory Board within the time specified in paragraph 4 of article 14 is only at the discretion of the Regulatory Board:

1. Pay a fine between 300 000 and 5 000 000RWF for each day in which that person or organization does not comply with the enforcement notice and/or;

2. Have additional conditions imposed on the license or;

3. Suffer the suspension of the telecommunications license for the period specified in a notice of suspension issued by the Regulatory Board;

4. Suffer the revocation of the telecommunication license.»^110(*)

The Regulatory Board must in first instance, issue an enforcement notice to any telecommunications network or service provider which fails to meet an quality of service criteria and specify the time within which the criteria have to be met. Continued failure to meet any service criteria specified in the enforcement notice may result in the Regulatory Board either:

-Reducing the scope of the operator's license, or;

-Reducing duration of the operator's license or;

-Suspending the provider's license.

In extreme cases, the Regulatory Board has the power to revoke the license for non-compliance with the enforcement notice.

The Regulatory Board publishes both generally and its annual report, information setting out the quality of service performance of each public telecommunications operator».

Article 28 of Telecommunication law provides about the punishment non-contribution to Universal Access Fund where it states that:

«The regulatory Board may suspend or revoke telecommunications license (including associated radio communications licenses) granted to any telecommunications operator where there is persistent failure by the operator to make properly assessed payments to the fund on the due date.

Failure by any public telecommunications operator to pay national telecommunication access fund contributions on the specified dates or not to pay them at all is regarded as a debt due to the Regulatory Board and is recovered by court order.»^111(*)

Article 46 of Rwandatel's licensed was providing for penalties in the case of non compliance of license conditions as it is stated below;

Without prejudice to any other rights they may enjoy under the License or under any legislative, regulatory or other legal text, the Regulatory Board and the Minister shall have the following rights of suspension and withdrawal.^112(*)

In accordance with Articles 5 and 22 of the Telecommunication law, the Regulatory Board shall be entitled to suspend the License in the following situations:

· When the periodic fees for continuation of the License have not been paid;

· Where there is continued failure to meet any service criteria specified in an enforcement notice issued to the defaulting Licensee.^113(*)

Basing on articles 5 and 22 of the Telecommunications law, the Regulatory Board shall be entitled to revoke the License in the following situations:

· Where the Licensee has not substantially commenced the implementation of the Licensed Network and/or the Licensed Services one year after the date of the Effective Date;

· Where the Licensee has commenced the implementation of the Licensed Network or the Licensed Network Services but is not meeting the deadlines in the License for such implementation;

· Where there is an extreme case of continued failure to meet any service criteria specified in an enforcement notice issued to the Licensee for any default in respect of its obligations.^114(*)

All these, after the report the ad hoc committee presented to the board of directors, the latter took a decision of suspending and withdrawing Rwandatel SA mobile licensing because it was convinced that Rwandatel was not meeting its obligations any more as the then situation of Rwandatel was calling for a very high attention not only of RURA, but also of other concerned parties being shareholders, Registrar General as well as any other creditors of Rwandatel.

As a number of regulation has been established by telecom law, RURA as a Regulator took the first one to take appropriate measure to address Rwandatel's situation so that no other authority such as a Minister, Registrar General or Court of Law took a decision on that issue before that the Regulator had exhausted the enforcement mechanisms provided by the law.

When I was conducting my research, I asked the head of RURA Legal Affairs Directorate and ask her the reason why they revoked the mobile license only and let the fixed lines license and she told me that they did do for the general interest as for mobile lines, the public had other alternatives because there are other companies that also sell the mobile networking and the challenge was that Rwandatel was the only operator that sell fixed line networking.

II.4.JUDGEMENT OF RWANDATEL

In the case Rcom 0175/011/TC/Nyge of 18/07/2011, Nyarugenge Commercial Court based in Kigali has decided the trial in which the Registrar General of Companies who was represented by Me MBONERA Theophile Vs Rwandatel Ltd which was represented by Me RUBASHA Herbert, Me KAYIHURA Didas and Me Bugingo John Bosco. In the same trial, MTN Rwandacell was the intervening party and was represented by Me NIZEYIMANA Boniface. The object was the insolvency of Rwandatel Ltd.^115(*)

II.4.1 Facts

The registrar general brought an action to court, requesting of the beginning of proceedings of insolvency of Rwandatel arguing that it was no longer able to meet its liabilities and to pay its debts. She was basing on its 2010 financial statement. She requested that meantime the court should appoint the acting administrator of Rwandatel. The court appointed the temporary administrator. He has been given the duty of assessing on behalf of the court whether the assets of Rwandatel S.A should be sold or if there is hope that it can continue operating. He was requested to present a report. The temporary administratorpresented to the court the requested report and explained it in the hearings of 05/07/2011.^116(*)

During the preliminary hearing, Rwandatel counsels objected in requesting that the claim shouldn't be admissible because in the agreement between LAP GreenN and the government of Rwanda, they agreed that matters which may be raised shall be solved consensually and if not to be solved by the arbitrators. They also said that there is an administrative action that Randatel brought to the High Court in requesting the removal of RURA decision of prohibiting Rwandatel from having mobile license. They said that it should be taken into consideration because RURA based on that decision in requesting RDB to bring an action to court asking for opening of proceedings of Rwandatel insolvency. The court decided that the objections of Rwandatel have no merit because the object is the insolvency of Rwandatel and not the agreement between LAP GreenN and the government of Rwanda, and that there is no law which states that the administrative case in which RWANDATEL LTD sued RURA may stop the hearing of the commercial court.^117(*)

MTN RWANDACELL argued that the reason it is requesting the opening of proceedings of insolvency is that Rwandatel Ltd is owing it the debt of 1 841 652 372 RWF and that it has no means of reimbursing it because the former's business assets was based on mobile telecommunication that has been removed of. MTN RWANDACELL was requesting the court that it should be added in the committee of creditors basing on the articles 14 and 15 of the Law N. 12/2008 of 26/05/2009 relating to relating to commercial recovery and settling of issues arising from insolvency.

Rwandatel Ltd councils said that it had means of reimbursing its debts because its capital increased from 2 420 000 000 RWF up to 56 000 000 000RWF as it showed by members of Rwandatel board of directors Ltd of 21/12/2009, and that 21 510 509 000 would be paid. They continued saying that the financial statement proves that there is an increase of property of 2 242 494 000 RWF in 2010. They based on the article 352 and 353 of the Law N. 07/2009 of 27/04/2009, they were arguing that the complainants are not showing those whom Rwandatel failed to reimburse, and that they are no judgments decided by courts ordering it to pay and that it failed. Basing on article 17 of the Law N. 12/2009 0f 26/05/2009 relating to relating to commercial recovery and settling of issues arising from insolvency. They said that there is no due debt failed to be paid the complainants issued; and that the complainant does not show evidences proving that Rwandatel failed to pay. They were requesting that the court should not allow the proceedings of insolvency.^118(*)

The report of the temporary administrator revealed that from 2008 Rwandatel Ltd was working in bankruptcy. The report showed that from 2008 it lost 4 784 860 684 RWF, in 2009, it lost 7 012 762 229 RWF, in 2010 lost 9 959 708 462 RWF. The report showed that in 1/2011 Rwandatel Ltd lost 685 098 758, in 2/2011 it lost 701 558 131RWF, in 3/2011 it lost 591 845 421 RWF, in 4/2011 it lost 625 428RWF, in 5/2011 it lost 248 936 195RWF. It also showed the income of Rwandatel cannot pay its expenditure as he was showing that in 2011 during five months, the income is 2 773 235 455RWF, the dispenses in those five months are estimated to 5 626 102 591RWF. That is, Rwandatel has a loss of 2 852 867 136RWF during that period.

That report showed that up to 31/12/2010, Rwandatel Ltd had a debt of 54 302 750 442RWF, it also showed that in 4/2011, the debts estimated at 54 982 210 279RWF. It shows that in May 2011, the assets of Rwandatel Ltd was 29 99 billions RWF. The reports also stated that on 30/04/2011, assets of Rwandatel Ltd were 50 million USD, and the debts 88.9 million USD.

The report showed that Rwandatel had problems in its billing system, and that was proved by the fact that among the money itshould be paid, it only receives under its 50%, it was on the annexe of the report which showed that in January 2011 only 54% of debts were paid, in February 51%, in March 48%, in April 44%, in May 49%. The report said that the problem of billing system and the recovery sum that should have been given by LAP GreenN but it did not explain what led to Rwandatel insolvency.

In the report, the administrator says that another reason which makes Rwandatel continue being insolvent is the withdrawal of Rwandatel's mobile license which led to the miss of the income that was generated by that business.^119(*)

The report also showed that the infrastructures of mobile networking were collapsing because they were not being used. This decrease Rwandatel Ltd assets. It also said that infrastructures of fixed lines and internet require the sum of 1 210 200 600RWF to be invested in so that they continue operating. The challenge was that the above said sum was not available and that the remains operation would not work because of lack of the needed sum.^120(*)

The temporary administrator said that Rwandatel Ltdtook a decision of suspending 134 employees, and stopped to pay its debts so that it continues operating, but this has the consequences on the society because the creditors are counting interests. In that report concluded saying that the business of Rwandatel should not be recovered and that the best decision should be to liquidate it.^121(*)

The court assessed if may decide if the proceedings of Rwandatel Ltd should start.

II.4.2. Analysis of the case

Basing on the article 17 of the Law N. 12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency which provides the grounds of insolvency proceedings, it states that it bases on the below reasons:

1° if the debtor is unable to pay the debts that are due;

2° if the debtor does not have the capacity to pay on the fixed date;

Rwandatel was not able to pay the due debts as it was showed by the temporary administrator, where he says that Rwandatel Ltd stopped to reimburse all debts. It was obvious that the debts which were being paid are the due debts.^122(*)

The 2010 financial statement shows that on 31/12/2010 the debts of Rwandatel Ltd were estimated at 54 302 750 000 RWF of current liabilities + 3 224 528 000 RWF of noncurrent liabilities. The report of temporary administrator showed that up to 31/12/2010 Rwandatel Ltd was having debts of 54 302 750 442 RWF, on the 7^th page of the report it showed in April 2011, the debts were 54 982 210 279. The report shows that in May 2011, the assets of Rwandatel Ltd were 29.99 billion RWF. It also shows that on 30/04/2011, the assets of Rwandatel Ltd were estimated to 50USD and the debts 88.9USD. This sum showed that the liabilities of Rwandatel Ltd are far greater than its assets.^123(*)

2010 Financial statement showed that in 20101 Rwandatel Ltd had the loss of 9 959 710 00RWF, and that in 2009 it was 7 012 761 00RWF. The report of the temporary administrator showed that that loss started in 2008, and it also showed in January, February, March, April and May 2011 Rwandatel Ltd didn't benefit which means that there is no hope of reimbursing its debts.

The above said explanations showed the grounds of proceedings of insolvency that are stated in the article 17of the Law N. 12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency. The Court found that the complaint of the Registrar general was validand that it decides the proceedings of insolvency of Rwandatel should be started.^124(*)

Basing on the article 6 of the Law N. 12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency, the court found that the temporary administrator fulfills all requirements in order to be appointed as administrator of insolvency proceedings of Rwandatel Ltd. He was to be appointed by the first general meeting of creditors as it is provided by that article.

The committee of creditors has been appointed by the first meeting of all creditors as it stated by article 14 of the above said law. That article also says that in the situation where that committee has been established by the court, it has to be admitted by that meeting. But the law does not show in which case the court establishes that committee. For Rwandatel Ltd case, it is the first meeting of creditors that established that committee. That is the way that MTN RWANDACELL was requesting the court to be added in that committee was impossible.^125(*)

II.4.3. Court decision

The court decided and ordered that on 18/07/2011 at 2PM the proceedings of Rwandatel insolvency should be started.^126(*)

It appointed an administrator of Rwandatel Ltd and that he was to be finally admitted by the first meeting of creditors.^127(*)

It gave the administrator the obligations which are stated in article 7 of the Law N. 12/2009 of 26/o5/2009 related to commercial recovery and settling of issues arising from insolvency in its part 9 and that he would do it fulfilling what is stated in article 3 of the said law without considering what is stated in part 3. The court ordered him to fulfill all things that the administrator is obliged by this law.^128(*)

It ordered that the remuneration of the administrator will base on the article 10 of the above said law.

Rwandatel Ltd creditors were requested to inform the administrator the exceptions on the assets that had to be reimbursed and the debt the debts were given.

Rwandatel Ltd debtors were obliged to pay the administrator.

It ordered that the general meeting of all creditors which is provided by the article 22 of the Law N. 12/2009 of 26/05/2009 related to commercial recovery and settling of issues arising from insolvency, in its part 1, were scheduled on 04/08/2011 or any other date of the first week of August 2011, and that the other meeting which is stated in part 2 of that article, was to be scheduled on 31/10/2011.^129(*)

It ordered that the period of registering debts was to end on 31/08/2011. And was the same deadline of informing the administrator their exceptions the creditors had on Rwandatel property and the date that those debts were given.^130(*)

The court ordered that the court decision should be passed in Imvaho nshya and New Times news papers and should be informed the creditors and debtors of Rwandatel Ltd.^131(*)

It ordered that Rwandatel had to pay 27 000RWF of court fees.^132(*)

This judgment of Rwandatel case served as jurisprudence to other future case because RURA and other supervisory body have been given the powers to appoint the temporary administrator of insolvent companies without waiting for the court decision as the court considered that as the proceedings take long, and that meantime the company may face serious matters during the period of court proceedings.

II.4.4. Analysis of the verdict on the judgement of Rwandatel

In the Law N. 7/2009 0f 27/04/2009 relating to companies, there is no provision about the dissolution of Rwandan companies. The only provision on this matter talks about the dissolution of incorporated companies that there will be governed by the article 342 and it also provides only about the liquidation. in its article 352 provides only when and how the company can be removed from the register^133(*) but it doesnot show the procedure of dissolution and as it is silent it should show the law on which the court shall base in deciding on the case about the dissolution of a company. In this case of Rwandatel, the court concluded that Rwandatel must be dissolved and that is based on the Law N.12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency and the court said that it based in its article 17 when it declared the dissolution of Rwandatel, but seeing the article 17, it only provides the grounds of insolvency proceedings^134(*) and the insolvency proceedings are different from dissolution And there is no where appearing the procedure of a company dissolution. This may be considered as gap in Rwandan laws because the legislator should have provided everything concerning the company dissolution. The absence of the provision is like a failure of the Rwandan laws because someone may ask him/herself in which laws the court base in deciding cases concerning company dissolution.

II. 5.Consequences of companies' dissolution in Rwanda

When a company is dissolved, it ceases its existence and its assets are transferred to the creditors and the name of a dissolved company becomes free for use in new company incorporation. Rwanda as a country which adopted the politic of attracting investors, when a company is dissolved it can decrease a number of those people that were wishing to come and invest in the country. They may quest themselves which reasons conducted the dissolved company to its insolvency. The consequences of a company dissolution touch so many people and here below the researcher is going to show the impact the dissolution of Rwandatel did to Rwandan trade, to its then employees and finally to its customers.

II.5.1.Consequences Rwandan economy

Any country has to be worried if the companies that were operating within its territory are being dissolved. Bankruptcy has negative effects on an economy when it occurs en masse. This is usually a symptom of a larger economic downturn and serves as part of a negative feedback loop that can reinforce a recession or depression. For example, significant increase in the rate of consumer bankruptcy will lower consumer confidence and spending. It will increase the savings rate, which can have short term negative impacts on a consumer-driven economy. This, in turn, will have implications for corporate profits, usually resulting in, if not bankruptcy, and then reduced corporate investment, hiring and wage freezes and job cuts. These reactions, especially higher unemployment rates, then further impact consumer attitudes and behavior and reinforce an economic downturn.Considering Rwandatel, it was a company which used to be a public company and it was sold to the private investors so that they manage it well in the interest of country. Those investors are the one which conducted it bankruptcy and it was like a disappointment to Rwandan trade.

II.5.2.Consequences to the dissolved companies' staff

Once Rwandatel was declared insolvent, most of its employees lost their job and as it is known it is hard to get a new job especially when losing a job comes like a surprise without being prepared of it. Even if all employees got the six months of salary as it is provided by Rwandan labor law, till now there are some who did not get another job yet. This increases the number of jobless people in the country.

II.5.3. Consequences to customers

The dissolution of Rwandatel touched to its customers because the presence of a lot of telecommunication companies is good for customers as they have a lot of choice and the fact that it gives the competition on market, all companies compete for having the best services so that it attract customers. Rwandatel was known as the cheapest telecommunication company and upon its mobile license revocation, its customers had to join other remaining companies and it was because they were no other choice.

GENERAL CONCLUSION

Company dissolution and liquidation varies from country to country, each country has its procedure and process of doing it. That is to say; the way it is done in Canada differs from that in Kenya or in Rwanda.

A company may be dissolved voluntarily when it is a result of the will of itsshareholders, or when it achieves the purpose for which it was established;on the contrary it can also be involuntarily dissolved when it is a forced dissolution. Here, most of the time it is a result of a court order.

A court decides on company dissolution when the company is no longer capable of meeting its liabilities. The court has first to declare the company insolvent so that the procedure of liquidation starts. This is where the problematic of how dissolution is done comes.

There are steps of liquidating a company, and those steps have to be provided for by the Law.

On a comparative approach, it was found that the Kenyan Companies' Act provides for the procedure employed in the dissolution of an insolvent company, besides the use of Kenyan case law and the UK case law.

On the other hand, the Canadian Companies' Act also provides for the procedures of dissolving a company and both the common law andcivil law practices are employed.

The Canadian approach is interesting because investors have more options in a hybrid system.

Under Rwandan law, company dissolution and its liquidation have undergoes several steps.First of all, a company's insolvency is established, ushering into its dissolution which then gives birth to its liquidation where its assets are distributed to its creditors.

Normally, company dissolution procedures give rise to issues including problems in the country's economy while on the other hand problems relating to company liquidation.

The Law should provide for all procedures that should govern dissolution and liquidation in order to protect company stakeholders from falling victim to the companies' bankruptcy.

Rwandan company law does not contain provisions governing dissolution of companies even though law N. 12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency has provisions governing company liquidation and all things related to the process, it does not provide for circumstances in which a company may be dissolved. This may be seen as a gap in Rwandan laws as thelegislator should have regulated all such matters to avoid misinterpretation of laws and to encourage judgment based on existing laws and provisions.

Having noticed this raised concerns on which law the court based its decision of dissolving Rwandatel. The court judgment refers to laws on which it based its decision, and they include the above said law relating to commercial recovery and settling of issues arising from insolvency, yet when this law is analyzed, one finds that the provision the court referred to was on the liquidation and the appointment of a temporary administrator.

Though the court claims to have based on the above said law, there is no single provision in it relating to the dissolution of companies.This then creates a dilemma because normally when a company is declared insolvent; it has first to be dissolved and then the liquidated.

Rwanda is rebuilding itself and as a country that faced its worst darkness 20 years ago when the economy of the country completely collapsed, and now it is classified among the top countries with investor friendly policies, as like laws are being adoptedalong amending old provisions to meet the needs and expectations of investors, we can therefore be sure of an improvement in the future.

In conclusion therefore, as a recommendation, the legislator should revise Rwandan company law and adopt provisions regulating dissolution of companies.

The lack of these provisions may stand as an obstacle to the Rwandan policies of attracting investors, because the later may be frustrated withtheir company' fate in cases of bankruptcy as there is no legal provisions regulating such issues under Rwandan law.

In addition, Rwanda should learn from Kenyan case law relating to the winding up of companies, this will help her develop her laws which in return shall attract Kenyan and other foreign investors to come and invest in Rwanda.

Before declaring a company insolvent, there should be prior assessment of the impact its dissolution will have on the Rwandan society and other stakeholders so that corresponding precautions be taken in order to reduce or eliminate resulting consequences.

Rwandan laws have many untimely amendments that have a negative impact on companies' stability in business, so the legislator should adopt stable laws that will meet the requirements of their subjects; companies.

All in all, this work showed thatRwandan law posses a problematic relating to dissolution of companies and this should be corrected by the study and assessment by concerned institutions and take all necessary steps in order to fill the gap which is in the Rwandan law.

Now that Rwanda has established the law reform commission, it would be very helpful for it to review the Rwandan company law as it regulates matters relating to commerce, yet commercial activities are very essential to the development of the Rwandan investment sector. Once these steps are taken, there won't be any problematic related to company dissolution anymore thus encouraging more investment in companies, both domestic and foreign.

BIBLIOGRAPHY

I.LEGAL INSTRUMENTS

I.1 Rwandan Laws

I.1.1 Laws

1. Organic law n^o 6/2012 of 14/09/2012 determining the organization, functioning and jurisdiction of commercial courts, O.G. n^o 45 of 05/11/2012.

2. Organic law n^o 59/2007 of 16/12/2007 establishing the commercial courts and determining their organization, functioning and jurisdiction,O.G. n^o special of 16/12/2007.

3. Law n^o 46/2013 of 16/06/2013 establishing Rwanda Development Board and determining its mission, organization and functioning, O.G. n^o special of 16/06/2013.

4. Law n^o 9/2013 of 1/03/2013 establishing Rwanda Regulatory Authority and determining its mission, powers, organization and functioning, O.G. n^o14 BIS OF 8/04/2013.

5. Law n^o14/2010 of 07/05/2010 modifying and complementing Law n^o 7/2010 of 27/04/2009 relating to Companies, O.G. n^o special of 14/05/2010.

6. Law n^o12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency, O.G. n^o special of 26/05/2009.

7. Law n^o7/2009 of 27/04/2009 relating to Companies, O.G. n^o17 bis of 27/04/2009.

8. Law n^o55/2007 of 30/11/2007 governing the Central Bank of Rwanda, O.G. n^o special of 20/02/2008.

9. Law n^o44/2001of 30/11/2001 governing Telecommunications, O.G. n^o 23 bis of 01/12/2001.

10. Law n^o 39/2001 of 13/09/2001 establishing Rwanda Utilities and Regulatory Agency, O.G. n^o 20 of 15/10/2001.

11. Presidential Order n^o 4/01 of 15/03/2004 determining specific Duties of the Regulatory Board in Telecommunications Matters, O.G. n^o special of 30/03/2004.

I.1.2 Regulations

1. RURA regulations for Quality of Services of cellular mobile and fixed network services

2. Rwandatel Mobile and Fixed License.

I.2 Foreign Laws

1. Canadian Companies Act, chapter 27 of the revised statutes of Canada 192.

2. Kenyan Companies Act, chapter 486.

3. Kenyan Companies Act, 2012 edition, chapter 486.

4. Indian Companies Act 1956, section 3.

5. UK insolvency Act 1986, section 122.

II. Cases law

Nyge tc, 18/07/2011, Rcom 0175/011/tc/Nyyge, Registrar General of companies Vs Rwandatel Ltd, unpublished.

III. Books

1. ACCA, Corporate and Business Law , Foulks Lynch, Britain, 2004.

2. Campbell H, A Law Dictionary, The Law book Exchange LTD., New Jersey, 1995.

3. Emerson R.B.et al., Business Law, 5^th ed., Business review Library, USA, 2009.

4. Emerson R.W., Company Law,Barron's Educational Series, 2004.

5. Gulshan S. S. et al., Business Law including Company Law, 12^th ed., New Age International (IP),New Delhi, 2005.

6. Kapoor G.K., Business and Corporate Laws, 1^st ed., Sultan and Sons, New Delhi, 2002.

7. Loewen J. et al., Attract Investors to your Business, John Willey and Sons, 2008.

8. Merte P., Droit Commerciales, Sociétées Commeciales, Collection Précis Dalloz Droit Privé, Paris, 2012.

9. Salgado M.B., Droit des Entreprises en Difficulté, Bréal Edition, Rome, 2007.

10. Smith D., Company Law, Butterworth-Heinemann, 1999.

.

IV. Journals

1. Editorial, «Government seeks Court Order to Liquidate Rwandatel», Rwanda Focus, issue n^o 565, April 18, 2011

2. Rumanzi A., «Rwandatel faced uncertainty after RURA ultimatum», Rwanda Focus, issue n^o 456, May 5, 2011.

V. Report

1. Report on the Implementation of the License Obligations, Share, Pledge, Technical Proposal and the Investment Plan of Lap GreenN.

VI. Electronic Sources

1. Davis G.F., «Re-imaging the corporation, Ross School of Business,» University of Michigan, www.investopedia.com/terms/p/publiccompany.asp/ , last accessed May 14, 2014.

2. Company Law Solutions Limited, «Types of Companies», Companylawclub.co.uk/topics/types_of_companies.shtml, last accessed May 6, 2014.

3. Kenya Law Resource Center, «Winding up of companies», available at Kenyanlawresourcecenter.blogspot.com/2011/07/winding-up-of-companies.html?m=1, last accessed May 5, 2014.

4. NBR, «About supervision», http://www.bnr.rw/index.php?id=138, last accessed May 12, 2014.

5. RDB, «Registering Business in Rwanda»,www.rwandahc.org/trade-and-investment/registering-a-business-in-rwanda/, last accessed May 6, 2014.

6. RURA, «Communication and Media, available» at www.rura.rw/index.php?id=4, last accessed May 1, 2014

7. Taieb N., «Liquidation», 2014 available at www.wikipedia.org/wiki/Preferential_creditor/, last accessed May 6, 2014.

8. Tully K.,» Helping Companies in Trouble», available at www.howtolaw.co.nz/liquidate-a-company-xidp392106.html/ last accessed May 6, 2014.

9. Ukwishaka A.,» The rationale and impact of Banques Populaires transformation from a cooperative to a commercial bank», available at www.memoireonline.com/06/10/3610/m_The_rationale-and-impact-of-Banques-Populaire-transformation-from-a-cooperative-to-a-commercial-ban11.html/ last accessed May 31, 2014.

10. Ward S., «Closing Your Business», available at www.sbinfocanada.about.com/o/closingyourbusiness/a/closingbusiness.htm, last accessed May 1, 2014

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

VII. Interviews

1. Interview with Mrs. MUKANGABO Beatha, the head of RURA Legal Affairs Directorate.

2. Interview with Mr. NDACYAYISENGA Emmanuel former Rwandatel Ltd employee

3. Interview with some of Nyarugenge Commercial Court staff.

* 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.

* ⁵ UK Companies Act 2006, chapter 2.

* ⁶ G.K. Kapoor, Business and Corporate Laws, 1^st edition, New Delhi, Sultan and Sons,2002,p. 2.4

* ⁷Ibid.

* ⁸ Indian Companies Act 1956, Section 3.

* ⁹ G.K. Kapoor, op. cit., p.2.3.

* ¹⁰Ibid.

* ¹¹ P. Merle, Droit Commercial, Sociétés Commerciales, Paris, collection Précis Dalloz Droit Privé, 2012, p. 145

* ¹² X, «Liquidation», m.businessdictionary.com/definition/liquidation.html/ last accessed 15/05/2014

* ¹³ LawN°07/2009 of /2009 relating to companies, article 5.

* ¹⁴ L. Jacoline et al./,Attract Investors to your Business, John Wiley and Sons ,2008, p 200.

* ¹⁵ G.F. Davis, Re-imaging the corporation, Ross School of Business, University of Michigan, www.investopedia.com/terms/p/publiccompany.asp/ last accessed 6/5/2014

* ¹⁶ Ibid

* ¹⁷G.F. Davis, op.cit.,p. 150.

* ¹⁸ RDB, «Registering Business in Rwanda», www.rwandahc.org/trade-and-investment/registering-a-business-in-rwanda/last accessed 2/4/2014

* ¹⁹Ibid

* ²⁰ RDB, op. cit.

* ²¹ lawN°07/2009 of /2009 relating to companies , art. 8, OG N. 17 bis of 27/04/2009.

* ²²Ibid.

* ²³ RDB, «investing in Rwanda», www.rdb.rw/departments/investment/business-registration.html/, last accessed 6/5/2014

* ²⁴Ibid.

* ²⁵ UK Companies Act 2006,chapter 3.

* ²⁶ D. Smith, Company Law, Butterworth- Heinemann, 1999, p.156.

* ²⁷ Company Law Solutions Limited, «Types of Companies», Companylawclub.co.uk/topics/types_of_companies.shtml/, last accessed 6/5/2014

* ²⁸ Company Law solutions, Op.cit.30.

* ²⁹ Company Law Solutions Limited, «Types of Companies», Companylawclub.co.uk/topics/types_of_companies.shtml/, last accessed 6/5/2014

* ³⁰ S.S. Gulshan et al./, BusinesslLaw including Company Law, 12^th edition, published by New Age International (IP) ltd, New Delhi, 2005, p.250.

* ³¹ S.S. Gulshan et al. /, op. cit., p.260.

* ³² a Company Law Solutions Limited, «Types of Companies», Companylawclub.co.uk/topics/types_of_companies.shtml/, last accessed 6/5/2014

* ³³ R.B Emerson et al., Business Law, 5th edition, Business review library, USA , 2009, P. 300

* ³⁴Ibid.

* ³⁵ M.B.Salgado, Droit des enterprises en difficulte, Breal editions, Rome,2007, p. 80

* ³⁶ M.B. Salgado, op. cit., p.45.

* ³⁷ ACCA, Paper 2.2. Corporate and Business Law, Foulks Lynch, Britain, 2004, p. 332.

* ³⁸Idem, p.333.

* ³⁹ K. Tully, «Helping Companies in Trouble», available at www.howtolaw.co.nz/liquidate-a-company-xidp392106.html/, last accessed 5/5/2014.

* ⁴⁰ S. N. Taieb, «Liquidation», 2014 available at www.wikipedia.org/wiki/Preferential_creditor/, last visited 5/5/2014.

* ⁴¹ UK Insolvency Act 1986 section 122.

* ⁴² A. Ukwishaka, «The rationale and impact of Banques Populaires transformation from a cooperative to a commercial bank», available at www.memoireonline.com/06/10/3610/m_The_rationale-and-impact-of-Banques-Populaire-transformation-from-a-cooperative-to-a-commercial-ban11.html/last accessed 6/5/2014.

* ⁴³ Law No. 55/2007 of 30/11/2007 governing the Central Bank of Rwanda, art 53.

* ⁴⁴ A.Ukwibishaka,»The rationale and impact of Banques populaires transformation from a cooperative to a commercial bank», published 2010.

* ⁴⁵ RURA, «Communication and Media», available at www.rura.rw/index.php?id=4, last accessed at 1/5/2014.

* ⁴⁶ Susan Ward, «Closing Your Business», available at www.sbinfocanada.about.com/o/closingyourbusiness/a/closingbusiness.htm/ last accessed 1/5/2014.

* ⁴⁷Ibid.

* ⁴⁸ R. W. Emerson, Company Law, Barron's Educational series, 2004, p. 500.

* ⁴⁹Idem, p. 560.

* ⁵⁰ Canadian Corporation Act, chapt 27 of the revised Statutes of Canada 1927.

* ⁵¹ Kenyan Companies Act, chapt 486.

* ⁵² Kenyan Companies Act, 2012 edition, chap. 486.

* ⁵³ Kenyan Companies Act, 2012 edition, chap. 486.

* ⁵⁴Ibid.

* ⁵⁵ Kenya Law Resource Center, «Winding up of companies», available at Kenyanlawresourcecenter.blogspot.com/2011/07/winding-up-of-companies.html?m=1/ last accessed on 7/6/2014.

* ⁵⁶ H. Campbell, A Law Dictionary, New Jersey, the Law book Exchange Ltd, 1995, p.a56.

* ⁵⁷Law N°07/2009 of 27/04/2009relating to companies, art.341, OG N. 17 bis of 27/04/2009.

* ⁵⁸ Art. 342 of the same law.

* ⁵⁹Ibid.

* ⁶⁰ Law N°07/2009 of 27/04/2009relating to companies,art.343, OG N. 17 bis of 27/04/2009.

* ⁶¹Ibid.

* ⁶² H. Campbell, op. cit. p.251.

* ⁶³ Law N°12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency, art.1, OG N. special of 26/05/2009.

* ⁶⁴ Law N°12/2009 of 26/05/2009relating to commercial recovery and settling of issues arising from insolvency. art. 4, OG N. special of 26/05/2009.

* ⁶⁵ Art. 5 of the same law.

* ⁶⁶Art. 7-8 of the same law.

* ⁶⁷ Art. 11 of the same law.

* ⁶⁸ law N°12/2009 of 26/05/2009relating to commercial recovery and settling of issues arising from insolvency, art.21, OG N. special of 26/05/2009.

* ⁶⁹Ibid, art.38

* ⁷⁰Op cit., art.60

* ⁷¹Ibid, art.61

* ⁷² NBR, About supervision, http://www.bnr.rw/index.php?id=138, last accessed May 14, 2014

* ⁷³Ibid.

* ⁷⁴ NBR, About supervision, http://www.bnr.rw/index.php?id=138, last accessed May 14, 2014

* ⁷⁵ Law No. 14/2010 of 07/05/2010 modifying and complementing Law No. 07/2010 of 27/04/2009 relating to Companies, art.3, OG N. special of 14/05/2010.

* ⁷⁵Law No. 007/2008 of 08/04/2008 concerning organization of Banks, art.92.

* ⁷⁶ Organic law No. 6/2012 of 14/09/2012 determining the organization, functioning and jurisdiction of commercial courts, art.3, OG N. 45 of 5/11/2012.

* ⁷⁷ RURA Regulations for Quality of Service of Cellular mobile and fixed network services, art.7

* ⁷⁸ NBR,» About supervision», http://www.bnr.rw/index.php?id=138/ last accessed May 31,2014

* ⁷⁹Ibid.

* ⁸⁰Ibid.

* ⁸¹ A. Ukwishaka,The rationale and impact of Banques Populaires transformation from a cooperative to a commercial bank, www.memoireonline.com/06/10/3610/m-The-rationale-and -impact-of-Banques-Populaires-transformation-from-a-cooperative-to-a-commercial-ban11.html/ last accessed May 31, 2014

* ⁸² Law N. 39/2001 of 13/09/2001 establishing the Rwanda Utilities and Regulatory Agency, Art.1.

* ⁸³ Law N. 39/2001 of 13/09/2001 establishing Rwanda Utilities Regulatory Agency, art 1, OG N.20 of 15/10/2001.

* ⁸⁴ Law N. 9/2013 of 1/03/2013 establishing RURA and determining its mission, powers, organization and functioning. Art.1, OG N. 14 bis of 08/04/2013.

* ⁸⁵ Law N. 46/2013 of 16/06/2013 establishing RDB and determining its mission, organization and functioning. Art4, OG N. special of 16/06/2013.

* ⁸⁶ RDB, «Office of the Registrar General», www.rdb.rw/departments/investigation/responsibilities-of -the-registrar/ last accessed May 31,2014.

* ⁸⁷ Law N^O12/2009 OF 29/05/2009 relating to commercial recovery and settling of issues arising from insolvency, art.5, OG N. special of 26/05/2009.

* ⁸⁸ Law N^O12/2009 OF 29/05/2009 relating to commercial recovery and settling of issues arising from insolvency, art.5, OG N. special of 26/05/2009.

* ⁸⁹ N.6/2012 OL of 14/09/2012, determining the organization, functioning and jurisdiction of commercial courts. Art2, OG N. 45 of 05/11/2012.

* ⁹⁰ A. Rumanzi, «Rwandatel faced uncertainty after rura ultimatum», Rwanda Focus, May 5, 2011, issue no.456.

* ⁹¹Presidential Order n^o .4/01 of 15/03/2004 determining specific duties of the Regulatory Board in telecommunication matters,art.6., OG n^o special of 30/ 03/2004.

* ⁹² X, «Government Seeks Court Order to Liquidate Rwandatel», Rwanda Focus, April 18,2011, issue no. 565.

* ⁹³Ibid.

* ⁹⁴ RURA Legal Affairs Directorate& Ad Hoc Monitoring Committee, Report on the Implementation of the License Obligations, Share Pledge, Technical Proposal and the Investment Plan of Lap GreenN,December 2010, p.3

* ⁹⁵ RURA Legal Affairs Directorate& Ad Hoc Monitoring Committee, Report on the Implementation of the License Obligations, Share Pledge, Technical Proposal and the Investment Plan of Lap GreenN December 2010, p.3

* ⁹⁶ RURA Legal Affairs Directorate & Ad Hoc Monitoring Committee, op.cit, p.4.

* ⁹⁷ RURA Legal Affairs Directorate & Ad Hoc Monitoring Committee, op.cit., p.5.

* ⁹⁸Ibid.

* ⁹⁹Ibid.

* ¹⁰⁰ RURA Legal Affais Directorate & Ad Hoc Monitoring Committee, op.cit., p.4.

* ¹⁰¹Ibid.

* ¹⁰² Rwandatel Mobile and Fixed License, art. 8.

* ¹⁰³ Presidential Order N. 05/01 0f 15/03/2004 determining the functioning of Universal Access Fund and Public Operator's contributions, art.29, OG, n^o 30/03/2004.

* ¹⁰⁴ Art.38 of the same order.

* ¹⁰⁵Art.20 of the same order.

* ¹⁰⁶ Rwandatel Moble and Fixed License, art.20.6.

* ¹⁰⁷ The Presidential Order N. 04/01 of 15/03/2004 determining Specific Duties of the Regulatory Board in Telecommunications, art. 6

* ¹⁰⁸ RURA Legal Affairs Directorate & Ad Hoc Monitoring Committee, Report on Rwandatel Performance, p.13.

* ¹⁰⁹ Law N. 44/2001 governing of 30/11/2001 governing telecommunication Law, art. 14, OG n^o 23 bis of 01/12/2001.

* ¹¹⁰ Art.57 of the same Law.

* ¹¹¹ Law N. 44/2001 of 30/11/2007 governing telecommunication, art.28 OG N. 23 bis of 01/12/2001.

* ¹¹² Rwandatel Mobile and Fixed License, art.46.

* ¹¹³ Law N.44/2001 of 30/11/2001 governing telecommunication, art.5, OG bis of 01/12/2001.

* ¹¹⁴Ibid.

* ¹¹⁵ Rcom 0175/011/TC/Nyge of 18/07/2011, p.1.

* ¹¹⁶Ibid.

* ¹¹⁷ Nyge C C, 18/07/2011, Rcom 0175/011/TC/Nge, Registrar General of companies Vs Rwandatel Ltd. P.1.

* ¹¹⁸Idem. P.2.

* ¹¹⁹ Nyge C C, 18/07/2011, Rcom o175/011/TC/Nyge, Registrar General of companies Vs Rwandatel Ltd, p.2.

* ¹²⁰Ibid.

* ¹²¹Ibid.

* ¹²² Nyge C C, 18/07/2011, Rcom o175/011/TC/Nyge, Registrar General of companies Vs Rwandatel Ltd, p.3

* ¹²³Ibid.

* ¹²⁴ Nyge C C, 18/07/2011, Rcom 0175/011/TC/Nyge , Registrar General of companies Vs Rwandatel Ltd, p.4.

* ¹²⁵Ibid.

* ¹²⁶Ibid.

* ¹²⁷Ibid.

* ¹²⁸ Nyge C C, 18/07/2011, Rcom 0175/011/TC/Nyge, Registrar General of Companies Vs Rwandatel Ltd, p.4.

* ¹²⁹Idem, p.5

* ¹³⁰Ibid.

* ¹³¹Ibid.

* ¹³²Ibid.

* ¹³³ Law N.7/2009 of 27/04/2999 relating to companies, art.352, OG N.17 bis of 27/04/2009.

* ¹³⁴ Law N. 12/2009 of 26/05/2009 relating to commercial recovery and settling of issues arising from insolvency, art.17. O.G N. special of 26/05/2009.