Cap. 6:07
INSOLVENCY
No. 7/2018
(6) The nomination of a liquidator in terms of an adopted liquidation resolution
in terms of this section is of no force and effect and the Master must appoint a liquidator
in accordance with the prm·isions of this Act.
(7) A liquidator appointed in a voluntary liquidation by members may exercise
all powers given by this Act to a liquidator(a)
without requiring specific order or sanction of the Court; and
(b)
subject to any directions given by the shareholders of the company in a
general meeting or by the members of a private business corporation.
(8) A voluntary liquidation of a company or private business corporation by
its members commences when the special resolution referred to in subsection (I) has
been filed in terms of subsection (2).
(9) Despite any provision to the contrary in a company's Memorandum of
Incorporation, Articles of Association, or a shareholders agreement or in the founding
statement of a private business corporation(a)
the company or private business corporation remains a juristic person and
retains all of its powers as such while it is being liquidated voluntarily;
but
(b)
from the commencement of the company or private business corporation's
liquidation(i)
it must stop carrying on its business except to the extent required
for the beneficial liquidation of the company or private business
corporation; and
(ii) all of the powers of the company's directors, or members of the
private business corporation, cease, except to the extent specif1cally
authorised by the liquidator or the shareholders or members in a
general meeting.
11
Investigation into winding up of company
(1) If the Minister has reason to believe that-
(a)
a resolution for the \'Oluntary liquidation of a company under section 9 or
10 has been passed primarily for the purpose of avoiding any provision of
the Labour Act [Chapter 28:0 I], regarding the termination of employees'
contracts of service or the payment of benefits to employees on the
termination of their service; or
(b)
the voluntary liquidation of a company will deprive any of the company's
employees unfairly of the benefits they would otherwise receive on the
termination of their employment with the company;
the Minister may, within four weeks after the passing of the resolution for the company's
voluntary winding up, direct the liquidator to( c)
conduct an investigation into the affairs of the company; and
(d)
report to him in regard to the matters referred to in paragraphs (a) and
(b); and
(e)
mediate in any dispute between the company and any of its employees
regarding the termination of their employment; and
(f)
examine the possibility of a takeover of the company by the company's
employees and the possible financial arrangements to facilitate the
takeover.
(2) Section 44 of the Companies Act [Chapter 24:31], shall apply \Vith the
necessary changes in relation to an investigation carried out by a liquidator in terms
of this section.
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