26. Circumstances in which Company may be wound up voluntarily

A Company may be wound up voluntarily:

• (a) in the circumstances (if any) provided for in the Company’s articles of association; or
• (b) if the Company passes a resolution that it should be wound up voluntarily; or
• (c) if the Company passes a resolution that it cannot continue to conduct its business because of its liabilities and that it is advisable that it be wound up.

27. Notice of Resolution for Voluntary Winding Up

If a Company passes a Resolution for Voluntary Winding Up, it must, within 14 days after the day it passes the resolution, give notice of the resolution by advertisement published in accordance with the Rules.

28. Commencement of Voluntary Winding Up

The Voluntary Winding Up of a Company is taken to commence at the time of the passing of the Resolution for Voluntary Winding Up.

29. Effect on business and status of Company in Voluntary Winding Up

(1) In the Voluntary Winding Up of a Company, the Company must cease conducting its business from the commencement of the winding up, except so far as conducting the business may be required for its beneficial winding up.

(2) However, the corporate personality and corporate powers of the Company continue until the Company is dissolved, despite anything to the contrary in its articles of association.

30. Avoidance of share transfers after commencement of Voluntary Winding Up

Any transfer of shares in a Company (other than a transfer made to or with the approval of the Company’s Liquidator), and any alteration in the status of the Company’s members, is void if it is made after the commencement of a Voluntary Winding Up of the Company.

31. Declaration of solvency

(1) If it is proposed to wind up a Company voluntarily, the directors of the Company (or, if the Company has more than 2 directors, the majority of them) may at a meeting of the directors make a declaration to the effect that they have made a full inquiry into the Company’s affairs and that, having done so, they have formed the opinion that the Company will be able to pay its debts in full, together with interest at the official rate, within the period, not exceeding 12 months from the commencement of the winding up, specified in the declaration.

(2) The declaration must be made:

• (a) within 5 weeks immediately before the day the resolution for winding up is passed; or;
• (b) on that day, but before the passing of the resolution.

(3) A director must not make a declaration under subsection (1) unless the director has reasonable grounds for the opinion stated in the declaration.

(4) Contravention of subsection (3) is punishable by a fine.

(5) If the Company is wound up because of a resolution passed within 5 weeks after the declaration under subsection (1) is made, and its debts are not paid or provided for in full within the period specified in the declaration, it must be presumed (unless the contrary is shown) that each of the directors making the declaration did not have reasonable grounds for the director’s opinion stated in the declaration.

32. Appointment of Liquidator by Company

(1) In a Members Voluntary Winding Up, the Company in general meeting must appoint 1 or more liquidators for the purpose of winding up the Company’s affairs and distributing its assets.

(2) On the appointment of a Liquidator for the Company, all the powers of the directors cease, except so far as the Company in general meeting, or the Liquidator, approves their continuance.

33. General Company meeting at end of each year

(1) If the winding up of a Company continues for more than 1 year, the Liquidator must call a general meeting of the Company at the end of the first year of the winding up, and of each succeeding year, or at the first convenient date within 3 months after the end of the relevant year (or, if the Court allows a longer period, the longer period allowed by the Court).

(2) The Liquidator must give the meeting an account of the Liquidator’s acts and dealings, and of the conduct of the winding up, during the preceding year.

34. Final meeting before dissolution

(1) As soon as the Company’s affairs are fully wound up, the Liquidator must prepare an account of the winding up, explaining how it has been conducted and how the Company’s property has been disposed of.

(2) When the account has been prepared, the Liquidator must call a general meeting of the Company for the purpose of giving the account to the meeting and explaining it to the meeting.

(3) The meeting must be called by an advertisement that specifies the time, place and purpose of the meeting, that is published at least 1 month before the meeting, and that otherwise complies with the Rules.

35. Effect of Company’s insolvency

(1) This section applies if the Liquidator of a Company is of the opinion that the Company will be Unable to Pay its Debts in full within the period stated in the declaration made for the Company under section 31 (Declaration of solvency).

(2) The Liquidator must call a meeting of creditors for a day not later than 28 days after the day the Liquidator forms the opinion, and must send notice of the meeting to the creditors by post not less than 7 days before the day the meeting is to be held.

(3) The Liquidator must give the creditors, free of charge, the information about the Company’s affairs that they reasonably require. The notice of the meeting must tell creditors about this duty.

(4) The Liquidator must also make out a statement of the Company’s affairs and give the statement to the meeting of creditors.

36. Conversion to Creditors Voluntary Winding Up

As from the day the meeting of creditors of a Company is held under section 35 (Effect of Company’s insolvency), these Regulations have effect as if:

• (a) the declaration made for the Company under section 31 (Declaration of solvency) had not been made; and
• (b) the creditors meeting and the Company meeting at which it was resolved that the Company be wound up voluntarily were the meetings mentioned in section 38 (Meeting of Creditors); and accordingly the winding up becomes a Creditors Voluntary Winding Up.