Saturday, July 20, 2024



Shutting down a company legally regardless of the reasons involves certain procedures which must be followed duly. These steps are outlined below;

  • A board meeting comprising of the majority of the directors must be convened. It must be decided in the meeting after proper investigations that the company’s debts have been cleared (if any) or that all debts can be paid in full from the proceedings of the company assets sold in the voluntary winding up of the company. A date should be fixed for a general meeting after five weeks of this board meeting.
  • A notice or memo should be issued in writing calling for a general meeting.
  • Upon the commencement of the general meeting, the ordinary resolution of winding up the business should be passed by at least three-quarter of the majority. The commencement of the process begins on the date of passing this resolution
  • Within 2days of passing this resolution, a meeting of the company creditors should be convened and agreed by 2/3 of the creditors that the business should be wound up voluntarily otherwise it would be done by a Tribunal.
  • A notice should be filed with the registrar for the appointment of liquidator within 10 days of the resolution passage.
  • Within 14days, notice of the resolution should be submitted to the Office of the Gazette and advertise in a newspaper within the district where the business is present.
  • File certified copies of the ordinary or special resolution passed in the General meeting for the winding up of the company within 30 days.
  • Call for another general meeting of the company.
  • A resolution for the disposal of the company books and papers when the company is shut down and about to be dissolved should be passed
  • Within two weeks of this general meeting, a copy of the resolution should be filed and an application to the Tribunal for the dissolution of the company should be made.
  • The Tribunal shall pass the order for the dissolution of the company only upon its satisfaction. This order shall be passed within 60days of receiving this application
  • The order will then be filed by the company liquidator with the Registrar
  • Finally, upon the reception of the copy of the order passed by the tribunal, a notice shall be published in the official Gazette that the company is dissolved.
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