Chapter Eleven

Liquidation

The Bank's Jurisdiction over Liquidation

84- (1) Notwithstanding the provisions of the Companies Law of 2015, or any other law, the Bank shall be the sole competent authority to issue the decision to liquidate any licensed entity, subject to the supervision of the competent court.

(2) The Bank shall issue the decision to liquidate any licensed entity in the following cases:

Revocation of the license granted to the licensed entity,

Preventing the licensed entity from engaging in banking activities under any other law.

(3) Any licensed entity may request voluntary liquidation after obtaining prior approval from the Bank.

(4) The liquidation decision must be published in the Official Gazette and in two local daily newspapers within a period not exceeding one week from the date of its issuance.

(5) The provisions of the Bankruptcy Law of 1929, or any other law replacing it, shall not apply to the licensed entity or the branch of the foreign licensed entity.

(6) If the Bank decides to revoke the license of the branch of the foreign licensed entity or decides to liquidate it, or if the branch of the foreign licensed entity requests voluntary liquidation, the parent entity shall not dispose of any of the branch's assets and funds or transfer them outside the country except after settling all obligations due on it inside Sudan.

(7) The Governor, upon the recommendation of the liquidator, may amend the timings and procedures of liquidation stipulated in this Law to suit the nature of the licensed entity's activity, its size and business model.

Appointment of the Liquidator

85 (1) The Governor, and no other, shall have the exclusive jurisdiction to appoint a liquidator, replace him, and revoke his appointment.

(2) The decision issued to appoint the liquidator shall be effective from the date of its issuance unless the decision states otherwise.

(3) The liquidator must be an employee of the Bank or any other person meeting the conditions determined by the Bank.

(4) The Bank shall set conditions for the liquidator's entitlement to fees or financial penalties in case of his failure to achieve the objectives of liquidation.

(5) The costs and expenses of liquidation, including the fees of the liquidator and experts, shall be paid from the assets of the licensed entity under liquidation.

(6) The Bank shall indemnify the liquidator against any claims or fees related to work, or judgments, orders, fines, or amounts paid for settlement, including legal fees, and which the liquidator reasonably incurs in the performance of his duties if he acted in good faith and in a manner consistent with the performance of his tasks and duties or the exercise of his powers under this Law.

(7) The liquidator's fees shall be paid immediately from the liquid assets of the licensed entity under liquidation as long as they are sufficient in his estimation and with the approval of the Bank; and if the liquid assets are insufficient, they shall be paid to him from the proceeds of the sale of assets according to the priority of payment in accordance with the provisions of Article 94.

Powers 1 of the Liquidator, and His Competences and Duties

8- (1) The liquidator shall be the sole legal representative of the licensed entity under liquidation and must immediately upon the effectiveness of his appointment decision proceed with the liquidation procedures.

(2) The liquidator shall have, for the purposes of liquidation, the powers, authorities, and duties of the provisional director stipulated in this Law.

(3) The liquidator must place a notice on the buildings of the licensed entity under liquidation indicating the revocation of its license, the procedures he has taken under this Law, and the date of its effectiveness, including the revocation of the powers and authorities of persons authorized to take payment procedures, financial transfers, and asset management actions.

(4) Upon assuming his duties, the liquidator shall inventory the assets of the licensed entity under liquidation and submit a copy of the report to the Governor and the competent court.

(5) The liquidator shall have full and exclusive authority to manage and supervise the licensed entity under liquidation, and the right to appoint experts, specialists, consultants, and professionals, and to terminate their services, and to direct managers and employees and terminate their employment.

(6) The liquidator shall have the following competences and powers:

(a) Keeping the books, records, and assets of the licensed entity,

(b) Monitoring assets and liabilities, and arranging the payment of potential liabilities under conditions he deems fair,

(c) Transferring or selling assets or liabilities,

(d) Taking any necessary action for liquidation in order to obtain the greatest return from the sale of assets, and he shall have the following therein:

(First) Performing or not performing any transactions of the licensed entity that do not require a license,

(Second) Borrowing funds secured by the assets of the licensed entity, secured by the liquidation, or unsecured,

(Third) Suspending or restricting the payment of debts with the approval of the Bank (Fourth) Collecting the debts due to the licensed entity and recovering them from other parties.

(7) The liquidator must, within a period not exceeding one hundred and twenty days from the date of the effectiveness of his appointment, provide all depositors, other creditors, and trust box tenants with a statement of the nature of their claims against the licensed entity and their amount; and they must submit any objections to this statement within thirty days from the date of receipt.

(8) The liquidator must submit a monthly report and any other information requested by the Bank.

(9) The liquidator shall be responsible for performing his duties and exercising his competences and powers in accordance with the controls issued by the Governor.

Freezing of Rights

87- (1) Upon commencing liquidation, the following must be done:

(a) Freezing any contractual or other rights that have expired or the period for claiming them has lapsed,

(b) Freezing any penalties imposed on the licensed entity and not charging it with any additional obligations or other penalties,

(c) Freezing any legal proceedings against the licensed entity and the exercise of any rights over the assets of the licensed entity, whether liquid or illiquid,

(d) Not paying any rights over the assets of the licensed entity other than the rights of the liquidator,

(e) Any mortgage or lien on the assets of the licensed entity under liquidation shall lapse, except for those existing before six months from the announcement of liquidation or those made by the liquidator during the liquidation process,

(f) The rights of shareholders shall be merged, except for the right to receive profits if any, as set out in this Law.

(2) The transfer of assets of any licensed entity within six months of its inability to meet its obligations or its cessation of payment shall be void; the liquidator may recover any assets or their value from whoever they were transferred to, except for a person who acquired these assets in good faith for value,

Payment and Delivery Orders

88- The cancellation of payments, the delivery of financial instruments, payment orders, and orders for the delivery of financial instruments that are carried out through payment and settlement systems shall not be affected in the event that the licensed entity that has been liquidated was a direct or indirect participant in the system until the end of the day on which the liquidation order was issued.

Proof of Claims

89- Any interested person may submit an application to the liquidator to prove his rights within thirty days from the date of the liquidator's appointment.

Submission of Claims

90- The liquidator must, within ninety days from the date of submission of claims, take the following procedures:

Rejecting any claim if its validity is in doubt,

Determining the amount of the claim and its priority of payment in accordance with the provisions of this Law,

Preparing a schedule of claims and the steps to be taken and depositing it with the Bank,

Notifying every person whose claim will not be paid in full,

Announcing in newspapers the time and place at which the schedule of liquidation steps will be available for review and the date of its deposit with the Bank, provided that the period shall not exceed thirty days from the date of the announcement.

Objections

91- (1) Any depositor, other creditor, shareholder, or any other interested party may object to the schedule of steps within twenty days from the date of its deposit with the Bank, and the Bank shall consider these objections after notifying the liquidator and the concerned parties.

(2) The Bank must direct the taking of the appropriate amendment to the schedule if necessary.

Settlement of Claims

92- (1) The liquidator may, after the filing of the schedule, make partial payments to holders of uncontested claims or claims allowed by the Bank, provided that there is an adequate reserve for the settlement of contested claims.

(2) The liquidator shall make final settlement as soon as possible after the adjudication of all objections.

Liquidation of Branches of the Foreign Licensed Entity

93- (1) If the branch of the foreign licensed entity is liquidated, priority shall be given to the creditors of the branch or the entity when distributing the proceeds from the sale of assets, unless the liquidator decides, with the approval of the Bank, that this is not in the interest of the liquidation.

(2) The Bank may, in the event of the liquidation of the foreign licensed entity, impose on its assets in Sudan to the extent necessary to meet its obligations.

Priority of Claims and Settlement

94- (1) The following amounts shall be paid from the proceeds of the assets of the licensed entity in the following order:

Costs and fees borne by the Bank,

Secured claims shall be paid to the extent to which the realization of the security reaches,

Insured deposits,

Employees' rights,

Any savings and time deposits which, when aggregated, do not exceed an amount determined by the Bank for each depositor,

Letters of guarantee and undertakings,

All debts due to lessors of real or movable property,

Non-commercial debts, and those due to the Government, or any of the Ministries, institutions, or companies affiliated with it,

All other debts and obligations, which shall be equal in ranks and classes.

(2) The preceding debts shall be paid from the assets whenever they are sufficient to meet them, after reserving the value of the remaining necessary liquidation expenses.

(3) After the Bank has scheduled all claims submitted within the specified time, any remaining claims not deposited within the period specified in Article 89 shall be paid.

(4) The rights of the shareholders of the licensed entity shall be paid on the basis of sharing the remainder in proportion to their shareholding after meeting all obligations set forth in paragraphs (2) and (3).

(5) If the remaining amounts for any class are insufficient to meet payment in full, the amount shall be distributed proportionally among the members of that class.

Unclaimed Funds

95- Unclaimed funds after final distribution shall be deposited in the Bank and retained until claimed.

Completion of Liquidation

96- (1) The liquidator shall submit the audited accounts to the Bank upon the approval of the Court as soon as all assets have been distributed in accordance with the provisions of this Law.

(2) The liquidator shall notify the Commercial Registrar of the completion of the liquidation to delete the licensed entity from the Companies Register.

(3) The liquidator's responsibility shall end from the date of the deletion of the licensed entity from the Companies Register by the Commercial Registrar.

(4) The Bank shall announce the liquidation and the end of the legal existence of the licensed entity in Sudan.

Chapter Twelve

Confidentiality, Request for Information, and Handling Thereof

Banking Confidentiality

97 - (1) Notwithstanding the provisions of any other law, all accounts, deposits, trusts, and safe deposit boxes of customers in the licensed entity, as well as transactions related thereto, shall be confidential, and no person shall be permitted to inspect them or obtain data or information about them directly or indirectly, except with the written permission of the account holder, depositor, trustor, or safe deposit box holder, or one of their heirs, or one of the persons bequeathed all or some of these funds. This prohibition applies to all persons and entities, including those entities authorized by law to inspect or obtain papers or data whose confidentiality is prohibited from disclosure in accordance with the provisions of this Law. This prohibition shall remain in effect even if the relationship between the customer and the licensed entity ends for any reason.

(2) It is prohibited for any member of the board of directors or executive director or the employees of any licensed entity or any other person entrusted with performing official duties under the provisions of this Law to provide any person with any information or statistics related to the licensed entity or the accounts of its customers or their deposits or their valuables and their safe deposit boxes and the transactions related thereto, which he has obtained during the performance of his official duties, and this