Please enable JavaScript.
Coggle requires JavaScript to display documents.
COMPULSORY AND VOLUNTARY WINDING UP - Coggle Diagram
COMPULSORY AND VOLUNTARY WINDING UP
INTRODUCTION
-Company once created by the law can only be dissolved by a process of the law
-The process by which a company is dissolved is known as ‘winding up’ or liquidation.
-The company’s business is closed down, it’s assets are sold off, the creditors are paid and the balance of the assets is distributed to the members
VOLUNTARY WINDING UP
A voluntary winding up may be either a member’s voluntary winding up or a creditor.
Section 432 (2) stated that resolution needs to be passed in order for a voluntary winding up by the creditors or members :
Section 439 (1) – Company may be wound up voluntarily;
When period, if any, fixed for the duration of the company by the constitution expires or any event occurs , as stated in the constitution, which may caused the company to be dissolved; and the company in general meeting has passed a resolution to wind up the company
If the company so resolved by special resolution
MEMBERS’ VOLUNTARY WINDING UP
PROCEDURES
Passed a resolution to winding up voluntarily
Lodge with the Registrar within 7 days after passing of resolution
Declaration of solvency must be made to declare that the company is solvent - Have made an enquiry into the affairs of the company and have formed the opinion that the company will be able to pay its debt in full within a period not exceeding 12 months after the commencement of the winding up
Circulated the notice of the resolution in newspaper in the national language and English language within 10 days after the passing of resolution.
An appointment of a liquidator will be made during the general meeting to wind up the company and distributing the company’s assets.
Type of winding up
Compulsory winding up - winding up by the court
Compulsory winding is initiated by the presentation of a petition to the court by a party who is entitled to do so under Section 464 (1) of Companies Act based on the ground stated under Section 465(1) of Companies Act.
Voluntary winding up
VOLUNTARY WINDING UP
APPOINTMENT OF LIQUIDATOR
MEMBERS’
VOLUNTARY WINDING UP
-Section 445 (1) of Companies Act
The appointment of liquidators is made by the company in general meeting
CREDITOR’S
VOLUNTARY WINDING UP
-Section 450(1) of Companies Act
Company and directors nominate a person to be the liquidator for the purpose of winding up affairs and distributing assets of the company
WHO MAY APPLY UNDER SECTION 464 (1) OF COMPANIES ACT 2016
Company
Creditor
Contributory
Liquidator
Minister under ground in Section 465(1) (d) or (l)
If the company is a licensed institution under the Financial Services Act 2013 and which not member institution under the Malaysia Deposit Insurance Corporation Act 2011,the Central bank Malaysia
If the company is an operator of a designated payment system under Financial Services Act 2013 or Islamic Services Act 2013, the Central Bank Malaysia
Registrar on the ground in Section 465 (1) (k)
The Malaysia Deposit Insurance Corporation Act mentioned in Section 99 of Malaysia Deposit Insurance Corporation Act 2011.