Section 2A: Section 2A: Members' Voluntary Winding Up
Article 64A - Application of this section
This section applies in relation to a Members' Voluntary Winding Up.
Article 65 - Appointment of Liquidator(1) In a Members' Voluntary Winding Up, the
Companyin general meeting shall appoint one or more Liquidatorsfor the purpose of winding up the Company'saffairs and distributing its assets.(2) On the appointment of a Liquidatorunder Article 65(1) all the powers of the directors cease, except so far as the Companyin general meeting or the Liquidatorsanctions their continuance.(3) In these Regulations:(A) a reference to the appointment of a Liquidatorincludes a reference to the appointment of a number of persons acting as the Liquidatorof a Company; and(B) if more than one person is acting as Liquidator, subject to an order of the QFC Courtto the contrary, all the functions of the Liquidatormay be exercised by any or all of persons appointed.
Article 66 - General Company meeting at each year's end(1) In the event of the winding up continuing for more than one year, the
Liquidatorshall summon a general meeting of the Companyat the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within three months from the end of the year or such longer period as the QFC Courtmay allow.(2) The Liquidatorshall lay before the meeting an account of his acts and dealings, and of the conduct of the winding up, during the preceding year.
Article 67 - Final meeting prior to dissolution(1) As soon as the
Company'saffairs are fully wound up, the Liquidatorshall make up an account of the winding up, showing how it has been conducted and the Company'sproperty has been disposed of, and thereupon shall call a general meeting of the Companyfor the purpose of laying before it the account, and giving an explanation of it.(2) The meeting shall be called by advertisement in such newspapers as the Liquidatorthinks most appropriate for ensuring that the meeting comes to the notice of the Company'screditors, which where appropriate may include newspapers published outside the State, specifying its time, place and object and published at least one month before the meeting.
Article 68 - Effect of Company's Insolvency(1) This Article applies where the
Liquidatoris of the opinion that the Companywill be unable to pay its debts in full within the period stated in the directors' declaration under Article 63.(2) The Liquidatorshall summon a meeting of creditors for a day not later than the 21st day after the day on which he formed that opinion, and send notices of the creditors' meeting to each creditor of whose address he is aware by post not less than 14 days before the day on which that meeting is to be held.(3) The Liquidatormust furnish creditors free of charge with such information concerning the affairs of the Companyas they may reasonably require, and the notice of the creditors' meeting shall state this duty.(4) The Liquidatorshall also make out a statement of the affairs of the Companyand lay that statement before the creditors' meeting.(5) The statement shall be verified by a statement of truth by the Liquidatorand shall show:(A) particulars of the Company'sassets, debts and liabilities;(B) the names and addresses of its creditors;(C) the Security Interestsheld by them respectively;(D) the dates when the Security Interestswere respectively given; and(E) such further or other information as may be prescribed.
Article 69 - Conversion to Creditors' Voluntary Winding Up
As from the day on which the creditors' meeting is held under Article 68 these
Regulationshave effect as if:(1) the directors' declaration under Article 63 had not been made; and(2) the creditors' meeting and the Companymeeting at which it was resolved that the Companybe wound up voluntarily were the meetings mentioned in Article 71
and accordingly the winding up becomes a
Creditors´ Voluntary Winding Up.