|
A meeting of shareholders must be called
so that an extraordinary resolution can be passed.
The extraordinary resolution must be
set out in full on the notice, calling the general meeting.
The resolutions put to the shareholders
meeting are:-
1. To wind-up the company
2. To appoint a named liquidator.
The procedure for calling a shareholders
meeting is as follows:-
1. Directors call an extraordinary general
meeting giving 14 days notice.
2. The meeting must pass the extraordinary
resolution to wind up the company. For that to be passed the
voting must be 75% of those attending and voting must vote
in favour.
3. The extraordinary resolution must
be filed with the registrar of companies with 15 days.
4. Notice of the extraordinary resolutions
must be advertised in the London Gazette in 14 days.
The shareholders meeting must be held
within 14 days of the creditors meeting, but the powers of
the shareholders liquidator appointed at that shareholders
meeting are strictly limited, until the creditors meeting
is held.
The rules state that the liquidator appointed
by the shareholders can only exercise powers conferred under
the act in the following circumstances:-
1. take control and custody of the company's
property
2. dispose of goods of a wasting nature
3. do all necessary to protect company's
assets.
If the liquidator wishes to do any thing
further, he/she will have to apply to the court.
The members liquidator must then attend
the creditors meeting and report to it on the exercise by
him of his powers under the Act or granted by the court.
At that creditors meeting it is the creditors
nominated liquidator (who, quite often, is the same person
as the shareholders nominee) who takes up office.
|
