301 Commencement of voluntary winding up of insolvent company

(1) Subject to subsection (2), a company may be wound up voluntarily under
of voluntary winding up
of insolvent company
this Sub-Part if the company passes a special resolution that it be wound
up voluntarily.

(2) A voluntary winding up resolution under subsection (1) shall not be
passed unless —

(a) the resolution —

(i) appoints a liquidator or two or more joint liquidators to
wind up the company‘s affairs and to realise and
distribute its assets;

(ii) specifies that the company is insolvent for the purposes
of this Sub-Part and that the company‘s directors have
provided the company‘s members with a declaration of
insolvency under paragraph (b); and

(iii) specifies that the proposed voluntary winding up is under
this Sub-Part; and

(b) the company‘s directors have provided the company‘s members
with a declaration of insolvency —

(i) stating that the company is insolvent; and

(ii) stating the company‘s assets and liabilities as at the latest
practical date before the making of the statement.


(3) A liquidator shall not be appointed by a resolution passed under this
section if —

(a) a liquidator of the company has been appointed by the Court;

(b) an application has been made to the Court to appoint a
liquidator of the company and the application has not been
dismissed; or

(c) the person to be appointed liquidator has not consented to his
appointment.

(4) A resolution under this section is void and of no effect if —

(a) in contravention of subsection (2), it does not appoint a
liquidator; or

(b) it appoints a person as liquidator in the circumstances referred
to in subsection (3) or in contravention of section 284
(Eligibility to be liquidator).

(5) Subject to the provisions of this section, a voluntary winding up under
this Sub-Part commences upon the passing of the special resolution for
voluntary winding up under subsection (1).