Legal Nuggets (88):PROCEDURE FOR A COMPANY VOLUNTARY WINDING-UP BY MEMBERS- By Adedotun Habeeb Adetunji, LL.M (M.IoD), FCAI

PROCEDURE FOR A COMPANY VOLUNTARY WINDING-UP BY MEMBERS

The company at a general meeting would pass a special resolution proposing to wind up the company, and at this meeting would appoint one or more liquidators for the process. The appointed liquidator may be a corporate lawyer or professional such as an accountant with the good knowledge of the winding up laws and procedures.
The company shall give notice of the special resolution passed to the Corporate Affairs Commission (CAC) within 14 days of its passage and also advertise it in the official gazette or in two daily newspapers. Section 458 (2)

A statutory Declaration of solvency must be made by the directors or majority of the directors within 5 weeks immediately preceding the date of the passing of the special resolution for winding up the company. Section 462 (1),(2)(a)
The company must thereafter cease to carry out business after the resolution for winding up has been passed, and the powers of the directors' ceased upon the appointment of the liquidator unless the company in a general meeting or the liquidator allows the continuance of it. Section 464(2)
In the event the winding up process last for more than a year, the liquidator is to hold a meeting at the end of each year, and these meetings should be called to notice by publishing it in the official gazette and in some newspapers printed in Nigeria.

The liquidator is to hold final meetings upon liquidation of the company and a copy of the accounts/returns of the meeting sent to the Corporate Affairs Commission within 7days of the meetings for registration. Section 468 (3)
As soon as the affairs of the company are fully wound-up the liquidator is to prepare, send and convene a meeting for the purpose of laying before it the financial accounts of the winding up, thus showing how the winding up was conducted and result of any trading during this period. Section 470
(3) The liquidator is required to preserve all books/papers/documentation of the company on his activities as a liquidator for a period of 5 years before any destruction or otherwise directed by the commission in such event shall not destroy same until the CAC consents in writing. Section 470(8)
The liquidator shall within 28days after this meeting sends to the Corporate Affairs Commission the copies of the accounts and a statement of holding of meeting and dates for registration. Section 470
(4) The liquidator is thereafter to finally apply for dissolution order and send same to the commission. It should be noted that the company is deemed dissolved after 3 months of the registration of the accounts/returns with the Corporate Affairs Commission in accordance with the Sections 478(4)