voluntary winding-up

A members' voluntary winding-up is not technically an insolvency process.

Options may also be exercised in the event of the voluntary winding-up of the Company.

In a creditor's voluntary winding-up, he must report to the creditor's meeting on the exercise of his powers.

The parts of this booklet covering voluntary winding-up and administration orders do not apply to unregistered companies, which cannot be wound up by these methods.

If the company is solvent, and the members have made a statutory declaration of solvency, the liquidation will proceed as a members' voluntary winding-up.

Creditors' Voluntary Liquidation This procedure is sometimes referred to as a 'voluntary winding-up'.

If a meeting of the creditors is convened, then from the time of the meeting the winding-up will be treated as a creditors' voluntary winding-up.

The 1938 Coal Act and subsequent nationalisation of the British coal industry led to the voluntary winding-up of the Company in 1945.

The Members' Voluntary Winding-up was to be reported at a General Meeting of the Members of the Company on 23 September 1941.

If not, the liquidation will proceed as a creditors' voluntary winding-up, and a meeting of creditors will be called, to which the directors must report on the company's affairs.

(d) where a winding-up or administration order is made or where a resolution for voluntary winding-up is passed or where an administrative receiver is appointed.

A creditors' voluntary winding-up is also initiated by the members but (in contrast to a members' voluntary winding-up) where it has been determined that the company is insolvent.

An SCE may not transfer its registered office if proceedings for winding-up, including voluntary winding-up, liquidation, insolvency or suspension of payments or other similar proceedings have been brought against it.

Where a voluntary winding-up of a company has begun, a compulsory liquidation order is still possible, but the petitioning contributory would need to satisfy the court that a voluntary liquidation would prejudice the contributors.

The only acceptable provision is one which permits options to be exercised (with the consequent issue and allotment of shares) during a period not exceeding six months following the passing of the resolution for voluntary winding-up.

In a voluntary winding-up, the liquidator may exercise the court's power of settling a list of contributories and of making calls, and he may summon general meetings of the company for any purpose he thinks fit.

Publication of winding-up Without prejudice to provisions of national law requiring additional publication, the initiation and termination of winding-up including voluntary winding-up, liquidation, insolvency or suspension of payment procedures and any decision to continue operating shall be publicised in accordance with Article 12.

Certain powers are generally exercisable without the requirement of any approvals; others may require sanction, either by the court, by an extraordinary resolution (in a members' voluntary winding up) or the liquidation committee or a meeting of the company's creditors (in a creditors' voluntary winding-up).

However, earlier exercise is permitted if the participant leaves the employment of the Group through death, redundancy, retirement, injury, disability, or the company or undertaking by which he is employed being transferred outside the Group; or in the event of a takeover, reconstruction or voluntary winding-up of the Company.