Members Voluntary Winding Up
The company may be wound up by the members themselves without reference to the creditors, if the company is solvent.
1) Declaration of solvency:
To do this all the directors, or a majority if more than two, must make a statutory declaration of solvency to be filed with the registrar within the 30 days preceding the resolution to wind up. This must state that the directors have made a full inquiry into the company's affairs and have formed the opinion that the company will be able to pay its debts in full within a period not exceeding twelve months of the commencement of winding up, and it must embody a statement of the company's assets and liabilities practicable date s.276.
2) Appointment of liquidator:
The liquidator is appointed and his renumeration fixed by the members in general meeting s.278, and any vacancy is filled in the same way s.279. He must advertise his appointment in the Gazette and notify it to the registrar within 14 days s.299. The court has power, if necessary, to appoint and remove a liquidator s.298. The liquidator has similar powers to those in compulsory winding up, and also the power to make calls and convene meetings s.297.
3. Further meetings:
If the winding up continues for more than a year, the liquidator must convene a meeting of the company at ` the end of that and each further year, and lay before it an account of his conduct of the winding up during the preceding year s.282.
When the winding up is complete, the liquidator must call a final meeting of the company by one month's notice in the Gazette and in a local newspaper, and lay before it an account of the winding up and the disposition of the company's property. He must send a copy of this account and a return of the holding of the meeting within a week thereof to the registrar, and after a further three months the company is automatically dissolved s.283: but the court may declare the dissolution void within the next two years s.338.