5.2 CVLs Flashcards
How much notice must be given to a QFCH that intending to propose resolution to wind up co?
Winding up resolution can be passed only
if person who received notice has consented in writing; or
Prior notice of resolution to QFCH
5 business days have passed since notice given
QFCH can appoint own choice of administrator
How much notice must be given to members of general meeting to pass resolution to wind up co?
14 DAYs unless
Short notice requires resolution by majority in number plus:
90% in value for a private company; or
95% in value for a PLC of members entitled to attend and vote
What is the necessary quorum for a members general meeting?
Companies Act 2006 requires 2 members to be present (In person or by proxy) unless single member company
Check Articles for ability to hold remote meetings
What majorities are required for a resolution by members to wind up co?
Voting on basis of number of shares, or as set out in company’s Articles
Special resolution to wind up
requires 75% members at meeting to vote for it
Ordinary resolution to appoint liquidator
requires 50% members at meeting to vote for it
When does a CVL commence?
A voluntary winding up is deemed to commence at the time of passing of the resolution for voluntary winding up. by members
When can a co be wound up by written resolution?
Private ltd cos only:
Notice required to auditors and any QFCH
S296CA06: Passed when the required majority (75%) have signified their agreement to it = date of liquidation
Uncertainty of timing makes it less popular
Unless small owner-managed company where directors/ shareholders are the same persons
How long does COMPANY have to advertise resolution to wind up co in gazette?
14 DAYS
How long does COMPANY have to send copy of resolution to wind up co to CH?
15 DAYS
How long after resolution to wind up a company do directors have to make and send an SA to creditors?
7 days beginning with day after resolution.
How long before the decision procedure must members receive SA?
at least one day
To what date may an SA be made out to?
no earlier than 14 days before resolution to wind up
What happens where there is a material transaction after the date of the SA, but before the decision date for creditors to appoint a liquidator?
Where the decision date is within 3 business days from delivery of the material transaction report, the decision date is extended to the end of that period, notwithstanding the requirement of R6.14(3) re the timing of the decision date
How can fees for preparing an SA & DMP costs be authorised?
If paid after WU then creditor committee or creditors (NOT BY DEEMED CONSENT)
When must DMP for creditors to appoint a liquidator be held?
Within 14 days of resolution to WU company.
But at least 3 BUSINESS DAYS after notice is delivered.
What happens where directors propose their nomination of liquidator by deemed consent and creditor(s) object? (10% in value)
Triggers physical meeting, on not less that 3 BUSINESS DAYS notice. (not more than 14 days from when threshold met.)
