Chapter 2 Chapter 2 — Voluntary winding-up
174. Circumstances in which a Company may be wound up voluntarily(1) A Company may be wound up voluntarily —(a) in circumstances as may be provided for in the Articles of the Company; or(b) if the Company resolves by Special Resolution that it should be wound up voluntarily.(2) Before a Company passes a resolution for voluntary winding-up it must give at least five (5) business days' prior written notice of the proposed date for the passing of such resolution to the holder of any qualifying charge to which Section 21 (Power to appoint) applies (unless such holder consents in writing to the earlier passing of such resolution).
175. Declaration of solvency(1) Where it is proposed to wind up a Company voluntarily, the Directors (or, in the case of a Company having more than two Directors, the majority of them) may at a meeting of the board of Directors make a declaration (in a form prescribed by the Board in rules made by the Board) to the effect that they have made a full inquiry into the Company's affairs and that, having done so, they have formed the opinion that the Company will be able to pay its debts in full, together with interest at the official interest rate, within such period, not exceeding twelve (12) months from the commencement of the winding-up, as may be specified in the declaration.(2) Such a declaration must be made within the five (5) weeks immediately preceding the date of the passing of the resolution for winding-up, or on that date but before the passing of the resolution.(3) Where a Director makes a declaration under this Section without having reasonable grounds for the opinion that the Company will be able to pay its debts in full, together with interest at the official interest rate, within the period specified, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.(4) If the Company is wound up in pursuance of a resolution passed within five (5) weeks after the making of the declaration, and its debts (together with interest at the official interest rate) are not paid or provided for in full within the period specified, it is to be presumed (unless the contrary is shown) that the Director did not have reasonable grounds for his opinion.
176. Distinction between "members' voluntary winding-up" and "creditors' voluntary winding-up"
A winding-up in the case of which a Directors' declaration under Section 175 (Declaration of solvency) has been made is a "members' voluntary winding-up"; and a winding-up in the case of which such a declaration has not been made is a "creditors' voluntary winding-up".