On October 22nd 2002, the shareholders of Ruwenzori Co. Ltd. passed a resolution to wind up the company which owed creditors Kshs10,000,000. A meeting of the company‟s creditors was summoned in accordance with the provisions of the
Companies Act and Kwishima, one of the directors of Ruwenzori Co. Ltd . presided over the meeting.
Whereas the members‟ meeting nominated Ogutu as liquidator, the creditors‟ meeting nominated Kato. Kwishima, has evidence that neither Ogutu nor Kato has undertaken such an onerous task in the recent past and there are other qualified persons.
a) the resolution passed shareholders of Ruwenzori Co. Ltd
b) the category or type of winding up in question
c) the commencement date of the winding up
d) the matters laid before the meeting of creditors
ii) Advise Kwishima.
A resolution for voluntary winding up.
Creditors voluntary winding up.
October 22nd 2002.
A full statement of the position of the company‟s affairs.
A list of the creditors of the company and an estimate of their claims.
This problem is based on the courses available to directors members or creditors if the meetings of members and creditors nominate different persons as liquidator.
The provisions of the Companies Act are emphatic that the creditors nominee becomes the liquidator.
However, within 7 days of the creditors nomination any director member or creditor may apply to the court for an order that:
The members nominee be liquidator.
The appointee act as joint liquidators or