How company members may voluntarily Windup/close down their company in Uganda
The Law Applicable.
- The Companies Act No.1 of 2012.
- The Insolvency Act 2011
- Among others
Members’ voluntary winding up may be defined as process through which company members at their own free will close/end their company’s business.
A Company may wind up voluntarily among others when the fixed term has expired, its objectives have been meant, or members deem it fit.
The following arethe steps companyMembers may take to voluntarily wind up/close down their company
- The members of the company expresses the desire to wind up a company
- Company secretary calls for a meeting of company director for purposes of preparing statement of company’s assets and liability.
- The company directors shall then prepare the said statement and make a statutory declaration of solvency to the effect the company is able to satisfy all it is current liabilities.
- A company within 30 days before the passing of the resolution to wind up, delivers a Statutory Declaration of Solvency including a statement of company’s assets and liabilities to the Registrar liquidation / Official Receiver at URSB.
- The company secretary calls for extra ordinary meeting/annual general meeting by way of notice to all shareholders/members informing them about the agenda.
- Members of the company convene for extra ordinary meeting/annual general meeting where they agree and resolve to wind up the company.
- Members pass a special resolution to wind up and each signs, which is filed with the Registrar of Companies at URSB.
- The winding up commences at passing of this special resolution.
- Shareholders/members or directors depending on the articles of association of the company shall pass a special resolution appointing a liquidator for purposes of winding up the said company.
- Register the resolution with registrar of companies within 14 days from the date of passing it.
- Send a Copy of the registered resolution to the Registrar liquidation/Official Receiver at URSB.
- Publish the notice of the Resolution in the gazette and a newspaper of wide circulation in Uganda within 14 days from the date of the resolution was passed.
- Advertise appointment of a Liquidator in the Gazette within 14 days of appointment-Form 12 of Insolvency Regulations 2013.
- File with the Registrar of companies a copy of the Gazette Notice and deliver a copy to the Official Receiver at URSB upon publication
- Liquidator files a Statement of Affairs for the Company-Form 20 of Insolvency Regulations
- Liquidator shall summon a general meeting at the end of each year if the winding up process goes beyond one year
- The liquidator shall give a public notice of the preliminary or interim report of liquidation-Form 25.
- When winding-up is completed, liquidator calls a final meeting of the company by at least 30 days notice in the Gazette and newspaper and submits final account.
- The Return of Final Account of the meeting is filed within 14 days after the final meeting is held in Form 26 of Insolvency Regulations 2013.
- File with the Registrar ,Return of the meeting in Form 105 of Insolvency Regulations 2013
- On receiving the accounts from the liquidator, the registrar shall forthwith register them.
- On expiration of Three months after registering the mentioned accounts by the registrar the company is automatically dissolved
Author is A regional transactions legal consultant (ADVOCATE) at NOA REGIONAL ASSOCIATED ADVOCATES AND LEGAL CONSULTANTS
Email address: onlinetransactionconsultancy@gmail.com.
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NOTE: whereas the author has made necessary efforts to ensure the accuracy of this post, it is not intended to provide specific legal advice to a particular individual as individual situations may differ.
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