• Section 2: Section 2: Voluntary Winding Up

    • Article 58 - Circumstances in which a Company may be wound up voluntarily

      A Company shall be wound up voluntarily:

      (1) in such circumstances as may be provided for in the articles of the Company;
      (2) if the Company resolves that it should be wound up voluntarily; or
      (3) if the Company resolves that it cannot by reason of its liabilities continue its business, and that it is advisable to be wound up.

    • Article 59 - Notice of resolution to wind up

      When a Company has passed a Resolution For Voluntary Winding Up, it shall, within 14 days after the passing of the resolution:

      (A) give notice of the resolution to the CRO along with a copy of the declaration of solvency prepared in accordance with Article 63; and
      (B) advertise the making of the resolution in a newspaper or newspapers, as the Liquidator thinks most appropriate, and this may include newspapers published outside the State.

    • Article 60 - Commencement of winding up

      A voluntary winding up is deemed to commence at the time of the passing of the members' Resolution For Voluntary Winding Up.

    • Article 61 - Effect on business and status of Company

      (1) In case of a voluntary winding up, the Company shall from the commencement of the winding up cease to carry on its business, except so far as may be required for its beneficial winding up.
      (2) However, the corporate state and corporate powers of the Company, notwithstanding anything to the contrary in its articles, continue until the Company is dissolved.

    • Article 62 - Avoidance of share transfers and membership changes after winding up resolution

      Any transfer of shares, not being a transfer made to or with the sanction of the Liquidator, and any alteration in the status of the Company's members made after the commencement of a winding up, is void.

    • Article 63 - Declaration of solvency

      (1) Where it is proposed to wind up a Company voluntarily, the directors (or, in the case of a Company having more than two directors, the majority of them) may at a directors' meeting make a declaration to the effect that they have made a full inquiry into the Company's affairs and that, having done so, they have formed the opinion that the Company will be able to pay its debts in full within such period, not exceeding 12 months from the commencement of the winding up, as may be specified in the declaration.
      (2) Such a declaration must be made within the five weeks immediately preceding the date of the passing of the resolution for winding up, or on that date but before the passing of the resolution.
      (3) Where a director makes a declaration under this Article 63 without having reasonable grounds for the opinion that the Company will be able to pay its debts in full, together with interest at the official rate, within the period specified, such director commits a contravention and is liable to a financial penalty.
      (4) If the Company is wound up in pursuance of a resolution passed within five weeks after the making of the declaration, and its debts are not paid or provided for in full within the period specified, it is to be presumed (unless the contrary is shown) that the director did not have reasonable grounds for his opinion.

    • Article 64 - Distinction between 'Members' and 'Creditors' Voluntary Winding Up

      A winding up in the case of which a directors' declaration under Article 63 has been made is a "Members´ Voluntary Winding Up"; and a winding up in the case of which such a declaration has not been made is a "Creditors´ Voluntary Winding Up".