NAME: ALASTAIR MARTIN

MODES OF WINDING UP
MATRIC NUMBER: 201800113

DEFINITION TWO TYPES

Method of dissolving a business by selling of its  LIQUIDATION

assets and satisfy creditors from proceeds of  ADMINISTRATION
sales.
LIQUIDATION
Solvent = Able to pay debt

Insolvent = Not able to pay

debt S432 (1) (A) COMPULSARY
S432 (1) (B) VOLUNTARY
- Court orders the company to be wound up upon the petition of person listed in
S432 (2) (A) MEMBERS S432 (2) (B) CREDITORS S464 (1); Company, Creditor, Liquidator & Personal representative.

- Company is solvent & liquidators - Company is insolvent & liquidator is

appointed by members @ member’s
meeting
STEPS OF SOLVENCY
1. Declaration of solvency
2. Statutory declaration to registrar
3. Resolution in general meeting within
weeks
4. Appointment of liquidation
5. Collect company’s assets, pay
liabilities, pay balance of proceeds.
EFFECT OF COMMENCEMENT OF WP
S442 (2) – Even though dissolved, corporate
status & power still continue.
S442 (3) – Transfer of share after WP is
still void.
S442 (1) – Company’s asset liquidated,
business can’t continue.
CIRCUMSTANCES (S465)
appointment by creditors @ creditor’s
- Special resolution – contributory present a petition to wind up the company
meeting.
- Failure to commence business:
STEPS OF INSOLVENCY
 Business not running within a year.
1. Resolution of winding up in GM.
 If not opposed by members, still can run.
2. Meeting with creditors (same/next-
day). - No member
3. Liquidators are appointed. - Unable to pay debt – S446 (1):
4. Committee of conception.
 Creditor is owned a sum exceeding amount prescribed.
5. Winding up according to statue.
 Creditor obtained judgement against company.
EFFECT OF COMMENCEMENT OF WP
 Court is satisfied.
S451:
- Director unfair to other members [S365 (1)]
- Any attachment, sequestration or - Expiry of term stated in the constitution:
execution after WP is still void.
 Duration of company is fixed.
- Action against company cannot occur
without court.  Company dissolved if occurrence of event.
- Legal action against company is put on - Revocation of licenses: License revoked by BNM [S456 (1) (I).
hold.
- Prejudicial to Malaysia S465 (1) (K): unlawful purpose & incompatible with

S445 (2) – Power of director is eased upon peace.

appointment of liquidator. - Investigation S465 (1) (L): Investigation of affair on the company.