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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part G : Winding-up of solvent companies and deregistering companies

80. Voluntary winding-up of solvent company

 

 

1) A solvent company may be wound up voluntarily if the company has adopted a special resolution to do so, which may provide for the winding-up to be by the company, or by its creditors.

 

2) A resolution providing for the voluntary winding-up of a company must be filed, together with the prescribed notice and filing fee.

 

3) If a resolution contemplated in this section provides for winding-up by the company, before the resolution and notice are filed the company must—
a) arrange for security, satisfactory to the Master, for the payment of the company’s debts within no more than 12 months after the start of the winding-up of the company; or
b) obtain the consent of the Master to dispense with security, which the Master may do only if the company has submitted to the Master—
i) a sworn statement by a director authorised by the board of the company, stating that the company has no debts; and
ii) a certificate by the company’s auditor, or if it does not have an auditor, a person who meets the requirements for appointment as an auditor, and appointed for the purpose, stating that to the best of the auditor’s knowledge and belief and according to the financial records of the company, the company appears to have no debts.

 

4) Any costs incurred in furnishing the security referred to in subsection (3) may be paid by the company.

 

5) A liquidator appointed in a voluntary winding-up may exercise all powers given by this Act, or a law contemplated in item 9 of Schedule 5, to a liquidator in a winding-up by the court—
a) without requiring specific order or sanction of the court; and
b) subject to any directions given by—
i) the shareholders of the company in a general meeting, in the case of a winding-up by the company; or
ii) the creditors, in the case of a winding-up by creditors.

 

6) A voluntary winding-up of a company begins when the resolution of the company has been filed in terms of subsection (2).

 

7) When a resolution has been filed in terms of subsection (2), the Commission must promptly deliver a copy of it to the Master.

 

8) Despite any provision to the contrary in a company’s Memorandum of Incorporation—
a) the company remains a juristic person and retains all of its powers as such while it is being wound up voluntarily; but
b) from the beginning of the company’s winding-up—
i) it must stop carrying on its business except to the extent required for the beneficial winding-up of the company; and
ii) all of the powers of the company’s directors cease, except to the extent specifically authorised—
aa) in the case of a winding-up by the company, by the liquidator or the shareholders in a general meeting; or
bb) in the case of a winding-up by creditors, the liquidator or the creditors.