WINDING UP

231
of liquidator is frequently undertaken by a company’s
secretary.

S. 225 of the Act enumerates the circumstances in which a
company may be wound up voluntarily. These are as follows:

(a) When the period, if any, fixed for the duration of

the company by the articles expires, or the event,
if any, occurs, on the occurrence of which the articles
provide that the company is to be dissolved, and the
company in general meeting has passed a resolution
requiring the company to be wound up voluntarily:
If the company resolves by special resolution that the
company be wound up voluntarily:

If the company resolves by extraordinary resolution
to the effect that it cannot by reason of its liabilities
continue its business, and that it is advisable to
wind up.

Of the above, (a), which, it will be observed, requires
only an ordinary resolution, is seldom met in practice. In
the case of an insolvent company, (c) is appropriate, and
an extraordinary resolution will suffice. In any other case,
e.g. if the winding up is for the purpose of reconstruction,
(b) 1s applicable, and a special resolution is necessary. It
need hardly be pointed out that, if a valid voluntary winding
up is to be set on foot, extreme care must be taken in every
detail connected with the convening and holding of the
meeting.

Under the Act of 1908, no distinction was made between a Members’
case where the company was solvent, and one where it was andCreditors’
insolvent. In either event the liquidator was appointed in Youtury a
the first instance by the company in general meeting and the
only course open to creditors who desired the appointment of
another liquidator was to resolve at the meeting which had
to be convened pursuant to s. 188 of that Act to apply to the
Court for the appointment of another liquidator jointly with
or in substitution for the liquidator appointed by the company.
Under the Act of 1929, a distinction is drawn between a
solvent and an insolvent winding up, the former being called
‘a members’ voluntary winding up,’ and the latter ‘a creditors’
voluntary winding up.” The winding up is a members
voluntary winding up, if, before the date on which the notices
of the meeting at which the resolution for the winding up is to
be proposed are sent out, (1) the directors, or if there are
more than two directors, a majority of the directors at a board
meeting make a statutory declaration to the effect that they
have made a full inquiry into the affairs of the company and
that, having so done, they have formed the opinion that the