1964_COMPANIES_ORDINANCE — Page 111

(

1984 Ed.]

Companies

{CAP. 32

221

(iii) VOLUNTARY WINDING UP

Resolutions for, and commencement of Voluntary Winding Up

228. (1) A company may be wound up voluntarily---

(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 memorandum or 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; (Replaced, 6 of 1984, s. 160)

(b) if the company resolves by special resolution that the company be wound up voluntarily;

(c) if the company resolves by special resolution to the effect that it cannot by reason of its liabilities continue its business, and that it is advisable to wind up. (Amended, 6 of 1984, s. 160)

(2) In this Ordinance, the expression "a resolution for voluntary winding up" means a resolution passed under any of the provisions of subsection (1).

228A. (1) The directors of a company or, in the case of a company having more than 2 directors, the majority of the directors, may, if they have formed the opinion that the company cannot by reason of its liabilities continue its business, make (at a meeting of the directors), and deliver to the Registrar, a statutory declaration that—

(a) the company cannot by reason of its liabilities continue its business; and

(b) it is necessary that the company be wound up and that such winding up be commenced under this section; and

(c) meetings of the company and of its creditors will be summoned for a date not later than 28 days after the delivery of the declaration to the Registrar.

(2) Any director of a company making a declaration under subsection (1) without having reasonable grounds for the opinion that the company cannot by reason of its liabilities continue in business, shall be liable to a fine of $10,000 and to imprisonment for 6 months.

(3) Where a statutory declaration made by the directors of a company under subsection (1) is delivered to the Registrar---

(a) the winding up of the company shall commence at the time of the delivery of such declaration;

(b) the directors shall forthwith appoint a person to be provisional liquidator in the winding up;

Circumstances in which company may be wound up voluntarily.

1929 c. 23, s. 225.

Special procedure for voluntary winding up in case of inability to continue its business.