狠狠撸

狠狠撸Share a Scribd company logo

Association Law - Winding Up

?Download as DOCX, PDF?
?
Lolaa Azhar
Lolaa Azhar

The document outlines the procedure for voluntary winding up under the Companies Act (CA). It discusses: 1) The reasons for winding up, including expiration of the company's duration or a special resolution by shareholders. Directors must lodge documents with the registrar within set timeframes. 2) Directors must declare the company's solvency by submitting Form 66 within 5 weeks of winding up. They must reasonably believe the company can pay debts. Failing to do so risks penalties. 3) If directors realize the company is insolvent, they submit Form 65A signed by the court and appoint a provisional liquidator for up to 1 month. The liquidator may then reject Form 66, declaring the company insol

1 of 2
Download to read offline
Explain the procedure required for voluntary winding up under CA. 1) Reasonsfor winding up Sec 254(1)(a) – Period of M&A expires Sec 254(1)(b) – Company resolves by special resolution Sec 254(2)(a) – 7days (after pass resolution, lodge a copyof resolution to Registar) Sec254(2)(b) – 10days (circulate notice of resolution in newspaper in for of advertisement) 2) Duty of director to declare solvency Sec 257(1) – Form 66 – written declaration ? lodge to ROC (declaration must be done 5 weeks bfre Sec 254(1) commence) Sec 257(2) – Content of form 66 Sec 257(3) – criteria , procedures -members of voluntary winding up must start w solvency which is stated in Form66 which states that the company is solvent.. -IF they are actually not solvent.. Sec 257(4) – reasonable ground to declare solvent / wout reasonable ground, guilty of an offence. Sec 257(5) – if debts not paid within the stipulated time in the declaration challenge director for his grounds of solvency. 3) IF evidently directors realize company is not solvent FORM 65A – Sec255(1) which is signed by the court and not director. -then you have to appoint provisional liquidator which in power for 1 month (Sec255(3)) Sec255(6) - the moment you appoint PL voluntary winding up starts.
-THEN, Sec 259(1) – the liquidator rejects Form 66, once rejected the company is insolvent and a creditors meeting will be held. 2 methods a ) Form 65A ? appoint PL ? Sec 256(6)(a) ? creditors meeting Sec 260(1)(2)(3)(4) b) Appoint PL ? Sec259(1) ? creditors meeting Sec260(1)(2)(3)(4)

More Related Content

Association Law - Winding Up

  • 1. Explain the procedure required for voluntary winding up under CA. 1) Reasonsfor winding up Sec 254(1)(a) – Period of M&A expires Sec 254(1)(b) – Company resolves by special resolution Sec 254(2)(a) – 7days (after pass resolution, lodge a copyof resolution to Registar) Sec254(2)(b) – 10days (circulate notice of resolution in newspaper in for of advertisement) 2) Duty of director to declare solvency Sec 257(1) – Form 66 – written declaration ? lodge to ROC (declaration must be done 5 weeks bfre Sec 254(1) commence) Sec 257(2) – Content of form 66 Sec 257(3) – criteria , procedures -members of voluntary winding up must start w solvency which is stated in Form66 which states that the company is solvent.. -IF they are actually not solvent.. Sec 257(4) – reasonable ground to declare solvent / wout reasonable ground, guilty of an offence. Sec 257(5) – if debts not paid within the stipulated time in the declaration challenge director for his grounds of solvency. 3) IF evidently directors realize company is not solvent FORM 65A – Sec255(1) which is signed by the court and not director. -then you have to appoint provisional liquidator which in power for 1 month (Sec255(3)) Sec255(6) - the moment you appoint PL voluntary winding up starts.
  • 2. -THEN, Sec 259(1) – the liquidator rejects Form 66, once rejected the company is insolvent and a creditors meeting will be held. 2 methods a ) Form 65A ? appoint PL ? Sec 256(6)(a) ? creditors meeting Sec 260(1)(2)(3)(4) b) Appoint PL ? Sec259(1) ? creditors meeting Sec260(1)(2)(3)(4)