Members’ Voluntary Winding up

This is when the shareholders of a company decide to put the company by way of a special resolution under liquidation and there are enough assets to pay all the debts i.e. the company is solvent.

Procedure.

  • Declaration of solvency sworn by majority of the directors in the presence of a Commissioner of Oaths.
  • Call a meeting and pass a special resolution for winding up and appointment of a liquidator within thirty days (30) from the date of filing Declaration of solvency.
  • The liquidator must be a qualified Insolvency Practitioner. An insolvency practitioner is either a lawyer, an accountant or a chartered secretary who is a registered member of the relevant professional body.
  • Register the special resolution with the Registrar within 7 days from date of passing and send a copy to the Official Receiver.
  • Give notice of the resolution in the gazette and in a newspaper of wide circulation within 14 days of passing the resolution.
  • File notice with the registrar and deliver copy to the Official receiver.
  • Then the liquidator takes over; (see What the Liquidator does)
  • After completion of Liquidation, the Liquidator shall;
  1. Prepare a Final Report and account of the liquidation. See Form 26
  2. Call for a general meeting to present the account and give any required explanation. The meeting shall be called thirty days before holding the meeting. He shall then File a copy of the account and make a return of the meeting and its date to the registrar  within 14 days.
  • Three months from the date of registration of the return, the company shall be deemed dissolved.

Creditors’ Voluntary Winding Up

This is when the shareholders of a company decide to put the company into liquidation, but there are not enough assets to pay off its liabilities i.e. the company is insolvent.

Procedure.

  • Cause a meeting of the creditors on the same day as meeting for resolution for winding up is to be proposed.
  • Company issues notices for the meeting of the creditors of the company and notice for the meeting proposing the resolution for winding up. Form 11 Insolvency Regulations
  • Advertise the notice of the meeting once in the gazette and newspaper of wide circulation in Uganda.
  • After meeting at which the special resolution is passed, register the special Resolution for voluntary Liquidation and appointment of a liquidator with the registrar and a copy sent to the Official Receiver within seven days from the date of passing.
  • Give notice of Special Resolution for voluntary liquidation and appointment of a liquidator in gazette and in a newspaper within fourteen (14) days from the date of passing resolution.
  • File Notice with Registrar and deliver copy to Official Receiver.
  • As soon as the company is fully liquidated*, the Liquidator shall;
  1. Prepare a Final Report and an account of the liquidation. See Form 26
  2. Call for a general meeting and a meeting of the creditors of the company to present the account and give any required explanation. The meeting shall be called at least thirty days before holding the meeting. He shall then File a copy of the account and make a return of the meeting and its date to the registrar within 14 days.
  • Three months from the date of registration of the return, the company shall be deemed dissolved.

 

Note; the creditors at the creditors meeting or at any subsequent meeting may appoint not more than five persons to be members of a Committee of inspection. A committee of inspection shall have powers to; call for reports on the progress of the liquidation from the liquidator, call a creditors of shareholders meeting, apply to court, assist the liquidator as appropriate in the conduct of liquidation.