COMPANIES BILL - Department of Trade and Industry

75as determined by the resolution of the company; or(b) winding-up and liquidation by court order, as contemplated in section 81.(2) The procedures for winding-up and liquidation of a solvent company, whethervoluntary or by court order, are governed by this Part and, to the extent applicable, by thelaws referred to or contemplated in item 9 of Schedule 7.(3) If, at any time after a company has adopted a resolution contemplated in section80, or after an application has been made to a court as contemplated in section 81, it isdetermined that the company to be wound up is or may be insolvent, a court, onapplication by any interested person, may order that the company be wound up as aninsolvent company in terms of the laws referred to or contemplated in item 9 ofSchedule 7.510Voluntary winding-up of solvent company80. (1) A solvent company may be wound up voluntarily if the company has adopteda special resolution to do so, which may provide for the winding-up to be by thecompany, or by its creditors.(2) A resolution providing for the voluntary winding-up of a company must be filed,together with the prescribed notice and filing fee.(3) If a resolution contemplated in this section provides for winding-up by thecompany, before the resolution and notice are filed the company must—(a) arrange for security, satisfactory to the Master, for the payment of thecompany’s debts within no more than 12 months after the start of thewinding-up of the company; or(b) obtain the consent of the Master to dispense with security, which the Mastermay do only if the company has submitted to the Master—(i) a sworn statement by a director authorised by the board of the company,(ii)stating that the company has no debts; anda certificate by the company’s auditor, or if it does not have an auditor, aperson who meets the requirements for appointment as an auditor, andappointed for the purpose, stating that to the best of the auditor’sknowledge and belief and according to the financial records of thecompany, the company appears to have no debts.(4) Any costs incurred in furnishing the security referred to in subsection (3) may bepaid by the company.(5) A liquidator appointed in a voluntary winding-up may exercise all powers givenby this Act, or a law contemplated in item 9 of Schedule 7, to a liquidator in awinding-up by the court—(a) without requiring specific order or sanction of the court; and(b) subject to any directions given by—(i) the shareholders of the company in a general meeting, in the case of awinding-up by the company; or(ii) the creditors, in the case of a winding-up by creditors.(6) A voluntary winding-up of a company begins when the resolution of the companyhas been filed in terms of subsection (2).(7) When a resolution has been filed in terms of subsection (2), the Commission mustpromptly deliver a copy of it to the Master.(8) Despite any provision to the contrary in a company’s Memorandum ofIncorporation—(a)(b)the company remains a juristic person and retains all of its powers as suchwhile it is being wound up voluntarily; butfrom the beginning of the company’s winding-up—(i) it must stop carrying on its business except to the extent required for thebeneficial winding-up of the company; and(ii) all of the powers of the company’s directors cease, except to the extentspecifically authorised—(aa) in the case of a winding-up by the company, by the liquidator or theshareholders in a general meeting; or(bb) in the case of a winding-up by creditors, the liquidator or thecreditors.152025303540455055