212 Members’ voluntary winding up – Practical procedure

Members’ voluntary winding up − Practical procedure

(1) Obtain a written declaration of solvency in accordance with Section 257. This declaration must be in Form 66 and must:

(a) state that the company will be able to pay its debts within 12 months

(b) show assets less liabilities and expenses of the winding up made up to the nearest practicable date before the making of the declaration of solvency.

(2) Hold a directors’ meeting to resolve and to wind up the company. The declaration of solvency must be presented at this meeting. The directors will then call an extraordinary general meeting of the company to have it wound up. The declaration of solvency is only valid if it is made within five weeks immediately preceding the date of the passing of the resolution for winding up or on that date but before the passing of that resolution.

(3) The declaration must be delivered to the Registrar before the date on which the notices of the meeting (at which the resolution for the winding up is to be proposed) are sent out.

(4) Convene an extraordinary general meeting of members of the company to pass the special resolution. The meeting must be convened in accordance with the company’s articles of association.

(5) Where the company to be liquidated has corporate shareholders, ensure:

(a) that the shareholder-company holds a directors’ meeting to appoint a representative to act on its behalf at the extraordinary general meeting

(b) that the shareholder-company notifies the directors of the company being liquidated in writing of the appointment.

(6) Hold the meeting and pass the special resolution. At the meeting, further resolutions may be passed are:

(a) appoint a person to be the liquidator

(b) define the liquidator’s remuneration.

(7) The company must, within ten days after the passing of the winding-up resolution, advertise that fact by notice published in a local newspaper (Section 254(2)(b)).

(8) A copy of the winding up resolution must be forwarded to the Registrar within seven days of passing (Section 254(2)(a)).

(9) The liquidator must within 14 days after his/her appointment deliver to the Registrar and the Official Receiver a notice of his/her appointment (Section 280(1)(a)).

(10) Prepare the balance sheet and accounts up to the date of winding up.

(11) Open a liquidator’s bank account (i.e., a general account) if necessary.

(12) Realise all assets and pay dividends to all creditors whose proofs of debt have been proved and admitted.

(13) Make a distribution to members.

(14) If the liquidation takes more than one year, the liquidator must lodge a statement of receipts and payments in the prescribed form within one month after the expiration of six months from the date of appointment and every subsequent period of six months (Section 281(1)). However, the statement is not required if the return of the final meeting is delivered before the date at which the statement is to be delivered and the return shows that no assets remain unclaimed, undisclosed or under the liquidator’s control.

(15) If the liquidation takes more than one year, the liquidator must summon a general meeting of the company at the end of the first year from the commencement of the winding up and of each succeeding year or not more than three months thereafter, and give an account of his/her actions to the meeting (Section 271(1)).

(16) Pay any unclaimed money to the credit of the companies liquidation account (Section 286).

(17) Advertise a final meeting of members. The meeting must be called by advertisement in a local newspaper circulating generally throughout Malaysia specifying the time, place and object and be published at least one month before the meeting (Section 272).

(18) Prepare an account of the winding up showing how the winding up has been conducted and the property disposed of. This account must be presented at the final meeting (Section 272(1) and (3)).

(19) Within one week after the meeting the liquidator must lodge with the Registrar and the Official Receiver a copy of the account and make a return to him/her of the holding of the meeting and of its date. If no quorum is present, the return
is lodged with a statement that a meeting was duly summoned but no quorum was present (Section 272(4)).

(20) On the expiration of three months after receipt of the account and return by the Registrar and the Official Receiver the company is deemed to be dissolved (Section 272(5)).

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