CHECKLIST OF STEPS IN MEMBERS’ VOLUNTARY WINDING UP
ACTION/ PROCEEDINGS PARTICULARS OF ACTION TO BE TAKEN TIME LIMIT
1. Decision to wind up Directors to prepare statement of assets and liabilities to be
embodied in declaration of solvency.
2. Declaration of Directors to make statutory declaration of solvency in duplicate Within 5 weeks preceding the
solvency originals to the effect that they have made a full enquiry into the resolution to wind-up and
affairs of the Company and determined that the Company will be filed with the Registrar before
able to pay its debts in full within a specified period (not in excess that date.
of 12 months) from the commencement of winding up.
3. Notice of Meeting of Send notice to shareholders convening a special meeting and 21 days’ notice, subject to
Shareholders specifying intention to- waiver.
(a) propose a special resolution to wind up and
(b) to appoint a liquidator.
4. Special Meeting Hold in accordance with Notice sent out above. See Step 3 above.
5. Notice of resolution Resolution passed to wind up Company and appointment liquidator Within 14 days after the
to wind up and to be advertised in the Gazette. passing of the Resolution.
appointment of
liquidator
6. Registration of Resolution passed to wind up Company and appointment liquidator Within 14 days after the
resolution to wind up to be filed at the Companies Registry. passing of the Resolution.
and appointment of
liquidator
7. Notification that Alter all invoices, orders for goods, business letters and other Immediately after resolution
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ACTION/ PROCEEDINGS PARTICULARS OF ACTION TO BE TAKEN TIME LIMIT
company is in documents on which company’s name appears to the effect that to wind up
liquidation company is in liquidation
8. Books and Liquidator to take custody of all books, papers etc. Immediately on appointment
documents
9. Publication and The liquidator shall publish in the Gazette and in one daily Within twenty-one (21) days
Registration of newspaper printed and circulating in Trinidad and Tobago, and after Liquidator’s
Notice of register at the Companies Registry, a Notice of his appointment. appointment
Liquidator’s
Appointment
10. General meetings of If liquidation not concluded within one year, liquidator to summon At first convenient date
company and general meeting of the company for purpose of laying an account of within 3 months from the end
creditors his acts and dealings and of the conduct of the winding up during the of the year
preceding year.
11. Distribution of assets During the progress of the liquidation to (a) creditors and (b) Within 12 months from the
contributories in the event of a surplus commencement of winding
up
12. Liquidator’s account Once the affairs of the company are fully wound up, the liquidator
of the winding up shall make up an account of the winding up, showing how the
winding up has been conducted and the property of the company has
been disposed of.
13. Final meeting (1) Summon general meeting of the company for the purpose of As soon as affairs are wound
laying before it an account of the winding up; up
(2) Advertise meeting in the Gazette specifying time, place and At least one month before the
object; meeting
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ACTION/ PROCEEDINGS PARTICULARS OF ACTION TO BE TAKEN TIME LIMIT
(3)File a copy of the audited account with the Registrar of Within one week of meeting
Companies and make a return as to the holding of the meeting;
(4)If court order deferring date of dissolution is obtained, an office Within 7 days of the making
copy of same must be filed with the Registrar by person obtaining of the order
the order.
14. Registration of File any resolutions passed at the final meeting with Registrar Within 14 days of passing
resolutions resolution
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