- 20 Marks
BCL – L1 – Q97 – Legal implications relating to companies in difficulty or in crisis
Question
(a) State the two types of winding up.
(b) Giving examples, indicate the role(s) of the registrar, if any, in winding up of a company.
(c) What are the rights of minority on acquisition of a subsidiary company?
(d) Explain the contents of ‘Statement of Affairs’ as required to be submitted to the liquidator.
Answer
(a). The two types of winding up, Sec 274 of Act 992:
- Official liquidation under Act 180
- Private liquidation under Act 992
(b). Role of the registrar:
- The final dissolution after being satisfied of the completion of winding up.
- Appears before a court on application of stay of liquidation procedures.
- Often acts as liquidator if appointed so in a private liquidation OR as official liquidator in compulsory winding up.
- Registration of court orders and resolutions and gazette of same, if required.
- Conversion of private liquidation into official one upon a report from a liquidator.
- Petitions the court for an official winding up, etc.
(c). Rights of minority on acquisition of a subsidiary company, Section 260 of Act 992:
- Receive notice to that fact as to the remaining shares of the class of shares in a prescribed form.
- Give notice within three months requiring the transferee company to acquire all or any of his shares.
- The transferee company is bound to acquire those shares on the terms of the offer, or as agreed by the parties, or as deemed fit and ordered by a court upon application by either party.
(d).
‘Statement of Affairs’, Sec 19 of Act 180:
A written statement in a prescribed form to be submitted to the liquidator within 14 days or a period specified by him.
Verified by an affidavit stating:
- Particulars of all assets.
- Reasons for the insolvency.
- Debts and liabilities, including particulars of transactions for specified periods.
- Details of creditors and securities held.
- Such further information required by the liquidator, e.g., details of pending litigation.
- Tags: Assets, Insolvency, Liabilities, Liquidator, Statement of affairs
- Level: Level 1
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