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