In force2020 Revised Edition

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Insolvency, Restructuring and Dissolution Act 2018 · 2020 Revised Edition · Part 8 · Winding Up

180. Final account and dissolution

(1)

As soon as the affairs of the company are fully wound up, the liquidator must —

(a)

make up an account showing how the winding up has been conducted and the property of the company has been disposed of; and

(b)

upon doing so, call a general meeting of the company or, in the case of a creditors’ voluntary winding up, a meeting of the company and the creditors, for the purpose of laying before the meeting the account and giving any explanation of the account.

(2)

The meeting must be called by an advertisement —

(a)

which must be published in the Gazette and at least one English local daily newspaper;

(b)

which must specify the time, place and object of the meeting;

(c)

which must be published at least 30 days before the meeting; and

(d)

a copy of which must be sent to the Official Receiver within 7 days after the publication of the advertisement.

(3)

The liquidator must within 7 days after the meeting lodge with the Registrar of Companies and the Official Receiver —

(a)

a return of the holding and date of the meeting, with a copy of the account attached to the return; or

(b)

if a quorum is not present at the meeting, a return (with account attached) that the meeting was duly summoned and that no quorum was present at the meeting.

(4)

Any liquidator who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

(5)

The quorum at a meeting of the company is 2 members and at a meeting of the company and the creditors is 2 members and 2 creditors.

(6)

On the expiration of 3 months after the lodging of the return with the Registrar of Companies and with the Official Receiver, the company is dissolved.

(7)

Despite subsection (6), the Court may, on the application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the Court thinks fit.

(8)

The person on whose application an order of the Court under this section is made must, within 14 days after the making of the order, lodge with the Registrar of Companies and with the Official Receiver a copy of the order, and if the person fails to do so, the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

(9)

Any liquidator who fails to call a meeting as required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.