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Close Corporations Act, 1984 (Act No. 69 of 1984)

Part IX : Winding up

76. Refusal by Master to appoint nominated person as liquidator

 

(1) If a person who has been nominated as liquidator by any meeting of creditors or of members of a corporation was not properly nominated, or is disqualified from being nominated or appointed as liquidator pursuant to section 372 or 373 of the Companies Act, as applied by section 66 of this Act, or has failed to give within a period of 21 days as from the date upon which he was notified that the Master had accepted his nomination or within such further period as the Master may allow, the security mentioned in section 375 (1) of the Companies Act, as so applied, or, if in the opinion of the Master the person nominated as liquidator should not be appointed as liquidator of the corporation concerned, the Master shall give notice in writing to the person so nominated that he declines to accept his nomination or to appoint him as liquidator, and shall in such notice state his reasons for declining to accept his nomination or to appoint him: Provided that if the Master declines to accept the nomination for appointment as liquidator because he is of the opinion that the person nominated should not be appointed as liquidator, it shall be sufficient if the Master states in that notice, as such reason, that he is of the opinion that the person nominated should not be appointed as liquidator of the corporation concerned.

 

(2)        

(a) When the Master has so declined to accept the nomination of any person or to appoint him as liquidator, or when the Minister has under section 371(3) of the Companies Act, as applied by section 66 of this Act, set aside the appointment of a liquidator, the Master shall convene a meeting of creditors or members, as the case may be, of the corporation concerned for the purpose of nominating another person for appointment as liquidator.
(b) In the notice convening any said meeting the Master shall state that he has declined to accept the nomination for appointment as liquidator of the person previously nominated, or to appoint the person so nominated and, subject to the proviso to subsection (1), the reasons therefor or that the appointment of the person previously appointed as liquidator has so been set aside by the Minister, as the case may be, and that the meetings are convened for the purpose of nominating another person for appointment as liquidator.
(c) The Master shall post a copy of such notice to every creditor whose claim against the company was previously proved and admitted.
(d) Any meeting referred to in paragraph (a) shall be deemed to be a continuation of the relevant first meeting of creditors or of members, or of any such meeting referred to in section 75, as the case may be.

 

(3) If the Master again so declines for any reason mentioned in subsection (1) to accept the nomination for appointment as liquidator by any meeting referred to in subsection (2), or to appoint a person so nominated—
(a) he shall act in accordance with the provisions of subsection (1); and
(b) if the person so nominated as sole liquidator has not or if all the persons so nominated have not been appointed by him or her, he or she shall, in accordance with policy determined by the Minister, appoint as liquidator or liquidators of the corporation concerned any other person or persons not disqualified from being liquidator of that corporation.