(a). Circumstances under which a court will order a winding up of a company (Sec 4 (2) & 64 of Act 180):

• No members for the company—a company must have at least one member.
• Inability to pay debts.
• The company is unable to carry on all of its authorized business within a year of incorporation or suspends business for a whole year.
• In the opinion of the court, winding up is just and equitable e.g., serious disagreement among members that threaten the survival of the company.
• Unlawful, unauthorized, or illegal business by the Act 992 or its constitutions—petition could be by the Attorney-General, etc.

(b). Sec 3 (3) of Act 180:

• Anyone the company is owing and the company could not pay or secure or compound for the sum to the reasonable satisfaction of the creditor within 21 days upon a service of written demand on the company for the sum due.
• If any execution of court order issued on a judgment, decree, etc., in favour of a creditor is returned unsatisfied in part or in whole.
• If it is proven to the satisfaction of the registrar that the company is unable to pay its debts considering the contingent and prospective liabilities of the company.

(c).

• Mergers are the combination of two or more business/corporate entities into one. They could be fully merged whereby the previous individual companies disappear, or they could still operate as identified previously but under one parent/holding company. The merger agreement indicates the form, type, and operational issues.
• Insolvency is a situation where the liabilities of a body corporate exceed its assets or that it is unable to pay its debts as they fall due. Could be a ground for creditors’ application for compulsory winding up of the company.
• Amalgamation is a merger of the undertakings or any part of the undertakings of two or more companies or of the undertakings or part of the undertakings of one or more companies and one or more body corporates.