THE COMPANIES ORDINANCE, 1972

(iii) Voluntary Winding up

Resolutions for and commencement of voluntary winding up

247.—(1) A company shall be wound up voluntarily if—

(a) a general meeting of the company so resolves by special resolution ; or

(b) a general meeting of the company so resolves by an ordinary resolution which states that the company is unable to pay its debts.

(2)  Any member or shareholder of the company may within fourteen days after the passing of a resolution under paragraph (b) of the last foregoing subsection apply to the court for an order cancelling the resolution on the ground that the company was able to pay its debts at the date of the passing thereof.

(3)  Section 136 shall apply to a resolution passed by a general meeting under this section with the substitution of a period of fourteen days for the period of one month mentioned in subsection (1) thereof.

(4)  The fact that an application is made to the court under either of the two last foregoing subsections shall not prevent the winding up resolution from taking effect, unless the court otherwise orders, but no further steps to wind up the company than holding a meeting of creditors and the appointment of a liquidator and a committee of inspection shall be taken until all such applications are disposed of by the court, and until that time the liquidator shall not exercise any of his powers, except his power to take possession of the company's assets and to recover debts and other sums due to it (other than amounts payable by contributories as such).

(5)  For the purpose of this section a company is un-abie to pay its debts if the court would have jurisdiction to order it to be wound up by the court on the ground that it is unable to pay its debts.

(6)  In this Ordinance the expression "a winding up resolution" means a resolution that a company shall be wound up voluntarily passed under this section.

248.—(1) When a company has passed a winding up resolution, If shall, within seven days after the passing of the resolution, give notice of the resolution by advertisement in the Gazette.

(2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine, and for the purpose of this subsection the liquidator of the company shall be deemed to be an officer of it.

249.—(1) Within seven days after a winding up resolution is passed, the company shall notify the Registrar of the passing of the resolution and of the time and date on which it was passed.

(2)  At any time after a winding up resolution is passed the liquidator or any member, shareholder, creditor or debenture holder may apply to the court to impose an inhibition en all dispositions of and dealings with land of which the company is the registered proprietor under the Land Registration Ordinance 1965, and upon being satisfied that the winding up resolution has been duly passed, the court shall order that the same inhibition shall be imposed with the same consequences as though the court had made a winding up order in respect of the company.

(3)  If a company fails to notify the Registrar of the passing of a winding up resolution in accordance with subsection (1) of this section, every officer of the company who is in default shall be liable to a default fine, and for the purpose of this subsection the liquidator of the company shall be deemed to be an officer of it.

250. A voluntary winding up shall be deemed to commence at the time of the passing of the winding up resolution.