• Chapter 3 Chapter 3 — Members' voluntary winding-up

    • 177. Application of this Chapter

      This Chapter applies in relation to a members' voluntary winding-up.

    • 178. Appointment of liquidator

      In a members' voluntary winding-up, the Company at a general meeting shall appoint one or more liquidators for the purpose of winding-up the Company's affairs and distributing its property.

    • 179. Directors' powers

      On the appointment of a liquidator all the powers of the Directors cease, except so far as the Company at a general meeting or the liquidator sanctions their continuance.

    • 180. Vacancy in office of liquidator

      If a vacancy occurs by death, resignation or otherwise in the office of liquidator appointed by the Company, the Company at a general meeting may, subject to any arrangement with its creditors, fill the vacancy. For that purpose, a general meeting may be convened by any member or, if there was more than one liquidator, by a continuing liquidator.

    • 181. Progress report to members at year's end

      (1) In the event of the winding-up of the Company continuing for more than one (1) year, the liquidator must, within two (2) months after the end of twelve (12) months commencing on the date on which the liquidator is appointed, and after every subsequent twelve (12) months until the liquidator ceases to act —
      (a) produce a progress report providing an account of his acts and dealings, and of the conduct of the winding-up, during the preceding year; and
      (b) send a copy of the progress report to the members and to the Registrar.
      (2) A progress report is not required for any period which ends after the liquidator has sent a final report to members under Section 182 (Final meeting prior to dissolution).
      (3) If the liquidator fails to comply with this Section, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.

    • 182. Final meeting prior to dissolution

      (1) As soon as the Company's affairs are fully wound up, the liquidator shall make up an account of the winding-up, showing how it has been conducted and the Company's property has been disposed of, and thereupon shall call a general meeting of the Company for the purpose of laying before it the account, and giving an explanation of it.
      (2) Notice of the meeting shall be published in the Abu Dhabi Global Market in such manner as the liquidator thinks appropriate, specifying the time, place and object of the meeting and published at least one (1) month before it.
      (3) Within seven (7) calendar days of the meeting, the liquidator shall send to the Registrar a copy of the account and a return of the meeting.
      (4) If the copy is not sent or the return is not made in accordance with subsection (3), the liquidator commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.

    • 183. Effect of Company's insolvency

      (1) If the liquidator is of the opinion that the Company will be unable to pay its debts in full within the period stated in the Directors' declaration under Section 175 (Declaration of solvency), he must summon a meeting of creditors, and shall give not less than seven (7) days' notice of the meeting.
      (2) Notice of the meeting shall be published in the Abu Dhabi Global Market in such manner as the liquidator thinks appropriate.
      (3) The liquidator shall also make out a Statement of Affairs of the Company and lay that statement before the creditors' meeting, at which the liquidator will attend and preside.
      (4) If the liquidator without reasonable excuse fails to comply with this Section, he commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule.

    • 184. Conversion to creditors' voluntary winding-up

      As from the day on which the creditors' meeting is held under Section 183 (Effect of Company's insolvency), these Regulations have effect as if —

      (a) the Directors' declaration under Section 175 (Declaration of solvency) had not been made; and
      (b) the creditors' meeting and the general meeting of the Company at which it was resolved that the Company be wound up voluntarily were the meetings mentioned in Section 186 (Meetings of members and creditors),

      and accordingly the winding-up becomes a creditors' voluntary winding-up.