Please enable JavaScript.
Coggle requires JavaScript to display documents.
Winding Up - Coggle Diagram
Winding Up
Who May Apply Under Section 464 (1) Of COMPANIES ACT 2016
c. Contributory
d. Liquidator
b. Creditor
e. Minister under ground in Section 465(1) (d) and (I)
a. Company
Registrar on the ground in Section 465 (1) (k)
Grounds for winding up under section 465 of companies act 2016
Section 465(1)(c): company does not commence business within a year from its incorporation for a whole year
Section 465(1)(d): The company has no member
Section 465(1)(b): company by special resolution resolved that it be wound up by the Court
Section 465(1)(e): Inability to pay debts
Section 465(1)(a): company by special resolution resolved that it be wound up by the Court
Section 465(1)(f): Directors acted in their own interest
Power of Liquidator
To make compromises with creditors and distributors
To carry out the business of the company so far
To pay any class of creditors in full
To sign documents on the company’s behalf and use it
To appoint an agent to do any business that a liquidator is unable to do
Creditors' voluntary winding up
Lodge with the Registrar within 7 days
Circulated the notice of the resolution in newspaper in the national language and English language within 10 days
No declaration of solvency
nominate a person to be a liquidator
Procedures of winding up
Petition
Petition must be heard before a judge in open court
Opposing a petition
Rule 30 of the Winding Up Rules
Striking out petition
Court may strike out the petition if the petitioner claims are manifestly unsustainable
Appointment of provisional liquidator
before the making of a winding up order, the court may at any time appoint a provisional liquidator to handle the affairs
as stated under Section 476
Order of winding up
In making an order for winding up, the Court may,
Member's voluntary winding up
Lodge with the Registrar within 7 days
debt in full within a period not exceeding 12 months
Declaration of solvency must be made to declare
Type of winding up
Compulsory winding up
Winding up by the court
Voluntary winding up
Member's voluntary winding up
Creditors' voluntary winding up
Voluntary winding up
Section 432(2)
Section 439(1)
Voluntary winding up:
Appointment of Liquidator
Member's voluntary
winding up
Section 445 (1) of Companies Act
appointment of liquidators is made
by the company in general meeting
Creditors' voluntary
winding up
Section 450(1) of Companies Act
Company and Creditors nominate a person
to be the liquidator for winding up affairs and distributing
assets of the company.
Compulsory winding up
winding up by the court
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.
Effects of voluntary winding up
Section 442
corporate state and corporate powers of the company shall continue until it is dissolved
not being transfer made to or with the sanction of the liquidator and any alteration in the status of members made shall be void
Company shall cease to carry on its business from the commencement of winding up
Effects of winding up
On the company's employess
publication of the winding up order serves as a notice of dismissal to the company’s employees
winding up will operate as a notice to discharge depending on the facts of each particular case.