BCL – L1 – Q96 – Legal implications relating to companies in difficulty or in crisis

(a) Briefly differentiate between the following:

(i) Receiver and liquidator

(ii) Winding up and dissolution

(b) Kwame is the Finance Director of Golden Enterprises Limited, an insolvent company whose creditors have applied to the court to appoint a receiver. Kwame wants to be appointed as a receiver since he is very much vested with the details of the company and feels better placed to deal with the creditors than any new person. Alternatively, his consultancy company, Grace Consult, should be appointed as a receiver.

What is your view?

(a) (i) Receiver and liquidator
A receiver is appointed by a secured creditor of the company (often a lender) under a power contained in (usually) a security agreement. A liquidator is appointed by either the shareholders of the company, or by the court on application of any creditor of the company, in accordance with the liquidation provisions of the Companies Act 2019, (Act 992).
The receiver’s job is to take control of and sell only those company assets that have been pledged to secure the money owed. In most cases, the amount owing will be a loan. In contrast, a liquidator’s job is to take control of all the assets of the company and sell those assets to try and repay the money owed by the company to everyone, not just one particular creditor.
A receiver can continue to trade the company, whereas (usually) a liquidator can’t keep trading. Trading an insolvent company, however, is risky, so this doesn’t always happen.

(ii) Winding up and dissolution
Winding up is the first stage in the process whereby assets are released, liabilities are paid off, and the surplus, if any, distributed among its members. Dissolution is the final stage whereby the existence of the company is withdrawn by the law. Winding up in all cases does not culminate in dissolution.
The winding up of a company is heard and judged by the Tribunal, whereas the dissolution of a company is recorded and registered by the Registrar of Companies.
The process of winding up is a purely judicial function, but the process of dissolution is a purely administrative function.
The Liquidator has an important role in the winding up, while in dissolution, the Liquidator does not have any important role.