Part 5 Part 5 – Liquidators
Role of the liquidator5.1 The liquidator is appointed to wind up the company’s affairs. The liquidator does this by calling in and using the company’s assets to pay off creditors and distribute the remainder to shareholders.5.2 The liquidation involves the following:a) ensuring all Company contracts (including employee contracts) are completed, transferred or otherwise ended;b) ceasing the Company’s business;c) settling any legal disputes;d) selling any assets;e) collecting money owed to the Company;f) distributing any funds to creditors;g) repaying share capital to shareholders; andh) dissolving the company and removing it from the register.5.3 On the appointment of a liquidator, ordinarily all the powers of the Directors cease. The liquidator will take control of the company’s affairs and the directors no longer have control of the company or anything it owns and cannot act for or on behalf of the company.
Notice of a liquidator’s appointment5.4 Within seven days of being appointed, a liquidator must:a) publish a notice of their appointment in the ADGM, andb) deliver to the Registrar for registration, a notice of their appointmentPublishing a notice of appointment in the ADGMTo satisfy the requirement to publish a notice in the ADGM, the Registrar expects liquidators to publish an advertisement in both an English and an Arabic language newspaper, each with a wide circulation that includes the ADGM and the Emirate of Abu Dhabi, UAE.The advertisement should be published for three consecutive days noting that creditors have 21 days to bring forward any claims against the company.
What the liquidator must send to the Registrar5.5 Once a Company’s affairs are fully wound up, the liquidator must send a copy of the account of the winding up and a return of meetings held with the Company and creditors, to the Registrar within seven days after completion of the meetings.
5.6 Where the liquidation continues for more than one year, the liquidator must also send a progress report to the Registrar every 12 months, until the liquidator ceases to act. The progress report must cover the period of 12 months starting with the date the liquidator is appointed and each subsequent period of 12 months.
What happens when the company’s affairs are fully wound up5.7 When a Company’s affairs are fully wound up, the liquidator must send a copy of the final account and return to the Registrar.
5.8 Unless the Court makes an order deferring the dissolution of the Company, it is dissolved on the expiration of three months from the date of dispatch of the final account and return.
Court’s power to control proceedings5.9 On the application of a liquidator, the Court may make an order staying winding up proceedings. The liquidator may make such an application for a number of reasons such as to provide more time to administer the affairs of the Company or if misconduct has been identified that requires further investigation.