Procedure for private liquidation

Affidavit for solvency.

The affidavit is deposed to by the directors of the company.

(1) Where it is proposed to wind up a company by way of a private liquidation, the directors of the company or, in the case of a company having more than two directors, the majority of the directors shall, at a meeting of the directors, make an affidavit to the effect that they have made a full enquiry into the affairs of the company, and that, having done so, they have formed the opinion that the company will be able to pay its debts and liabilities in full within a period of not more than twelve months from the commencement of the winding up that may be specified in the affidavit.

An affidavit made does not have effect for the purposes of the Companies Act, unless,

a) it is made within five weeks immediately preceding the date of the passage of the resolution for the winding up of the company by way of private liquidation and is delivered to the Registrar for registration on or before that date; and

b) it embodies a statement of the assets and liabilities of the company at the latest practicable date before the making of the affidavit.

Special resolution:

The company resolves by special resolution that it shall be wound up by way of private liquidation. The private liquidation commences at the time of the passing of the resolution.

Where a company passes a resolution for a private liquidation the company shall, within fourteen days after the passage of the resolution, send to the Registrar a copy of the resolution and the Registrar shall publish the resolution in the Companies Bulletin.

Appointment of a liquidator.

The resolution for the private liquidation of a company shall include the appointment as liquidator of a person named in the resolution and the resolution is not valid for the purposes of this Part unless the person named has previously consented in writing to the appointment.

Dissolution or striking off the company’s name from the register.

Where the Registrar is satisfied that the winding up of the company is complete, the Registrar shall strike the name of the company off the register and publish the record of the strike off in the Companies Bulletin. The company is dissolved as at the date of the publication of the notification in the Companies Bulletin. (10 marks)