Rescue, Rehabilitation and Insolvency (Corporate and Personal) Act 2026 · As enacted · Part XII
325. Eff ect of liquidation on dealing with property
Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.
Official translationFrom Department of Government Printing, unchanged
Subject to section 322, an agreement, transaction or dealing by a company in liquidation, or by a person on behalf of the company, that affects the property of the company is void unless the agreement, transaction or dealing was entered into –
by the liquidator, on behalf of the company;
with the prior, written consent of the liquidator;
in accordance with subsection (1) of section 381;
or
under an order of the court.
The liquidator shall not be liable in damages for declining to give consent under paragraph (b) of subsection (1).
The court may by order give effect to an agreement, transaction or dealing that is void under subsection (1).
Subsection (1) shall not apply to a payment, made by a bank, that is –
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out of an account kept by the company with the bank;
in good faith and in the ordinary course of the bank’s banking business; and
on or before the earlier of –
the day on which the bank was notified in writing by the liquidator that the liquidation had commenced; and
the day on which the bank had reason to believe that the company was in liquidation.
A director or other officer of the company who –
purports, on the company’s behalf, to enter into an agreement, transaction or dealing that is void under subsection (1); or
is in any other way concerned in, or is a party to, an agreement, transaction or dealing that is void under subsection (1), shall commit an offence.
The court may order a director or other officer who is convicted of an offence under subsection (5) to compensate any person, including the company, that has suffered loss as a result of the act or omission constituting the offence.
If any question arises as to whether, on the date on which a liquidator was appointed, an agreement, transaction or dealing that affects property of the company was entered into before or after the time at which the liquidator was appointed, that agreement, transaction or dealing shall be presumed, unless the contrary is proved, to have been entered into after that time.
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Notwithstanding any other enactment, no person may, as against the liquidator, claim a lien over a book, record or document of the company.
Part XIII
Part XIV