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MRL3701 - STUDY UNIT 23 WINDING UP OF CLOSE CORPORATIONS Flashcards
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MRL3701 - STUDY UNIT 23 WINDING UP OF CLOSE CORPORATIONS Flashcards
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7/27/24, 11:52 AM MRL3701 - STUDY UNIT 23 WINDING UP OF CLOSE CORPORATIONS Flashcards | Quizlet MRL3701 - STUDY UNIT 23 WINDING UP OF CLOSE CORPORATIONS https://quizlet.com/773219167/mrl3701 -study -unit-23-winding -up-of-close -corporations -flash -cards/ 1/3 MRL3701 - STUDY UNIT 23 WINDING UP OF CLOSE CORPORATIONS Jeremiah Terms in this set (11) WINDING UP BY COURT Although only High Court has jurisdiction to wind up a company, both a High Court and a Magistrate's court have jurisdiction to wind up a corporation. The court having jurisdiction is that which has jurisdiction where the corporation's registered address or main place of business is situated. WHEN CORPORATION MAY BE WOUND UP BY THE COURT Grounds for wining up of CC and the parties who may apply for its winding up, mirror those for solvent and insolvent companies. APPOINTMENT OF LIQUIDATOR As soon as practicable after a provision winding up order has been made or a resolution for voluntary winding up has been registered, the Master must, in accordance with policy determined by the Minister appoint a suitable natural person as a liquidator. IN CASE OF A MEMBERS' VOLUNTARY WINDING UP The Master must, when deciding whom to appoint, take into consideration any person nominated by the corporation. Master may decline to appoint a nominee if he was not property nominated or is disqualified from being appointed or if he fails to give security within the stipulated time for the due performance of his duties. Master may appoint a person as co-liquidator if he was nominated as such at the first meeting of creditors and gives security to the satisfaction of the Master for the proper performance of his duties. Before nomination for a co-liquidator may be considered at the first meeting of creditors the meeting has to vote, according to value, on whether a co-liquidator should be appointed. SETTING ASIDE PAYMENTS TO MEMBERS In the winding up of the CC unable to pay its debts, members may be compelled to repay money which they received from the CC prior to liquidation. If what is owed is not repaid in full, former members may be called upon to contribute. MISAPPLICATION OF MONEY OR PROPERTY Section 73(1) provides a remedy similar to that created by s 423(1) of the companies act. Remedy is available against any present or former member,any officer or accounting officer of the corporation, or any person who has taken part in the formation of the corporation who has 1. misapplied, or retained, or become liable or accountable for, the corporations money or property or 2. been guilty of any breach of trust in relation to the corporation. ON APPLICATION BY LIQUIDATOR OR ANY CREDITOR OR MEMBER OR THE MASTER THE COURT MAY INQUIRE INTO A PERSONS CONDUCT AND ORDER HIM TO a. repay the money (with interest) or restore the property, or any part of it b. contribute to the assets of the corporation, by way of damage, a sum which the court considers just Section 73(1) applies notwithstanding that the perpetrator concerned may also be criminally responsible for his conduct.The benefits of buying summaries with Stuvia:
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