Summarise the procedure to be followed in winding up a company by the high court.

• Presentation of winding up petition to the Registrar: the petitioner or his advocate must present the winding up petition to the Registrar who determines the time and place at which the petition is to be heard. The petition must be advertised for at least 7 days before the hearing.
• Presentation of the petition to court : This is the filling of the Winding up petition in court as directed by the registrar. It is deemed to be the day of commencement of a winding up by the court.
• Appointment of a provisional liquidator: before the hearing of the petition the court may if the circumstances so justify appoint a provisional liquidator for the company.
• Hearing of the petition: the high court has jurisdiction to hear winding up petitions of companies registered in Kenya. The petitioner urges the court to order the winding up of the company on a particular ground(s).
• Making of the winding up order: Once the court has heard the petition it may if the circumstances so justify order the winding up of the company. Once the order is made, the official receiver becomes the interim liquidator and all servants of the company are ipso facto dismissed. In the same vein directors powers become functus offio.
• Meetings of members and creditors: The official receiver summons separate meetings of members and creditors to determine whether an application should be made to the court for the appointment of some other person as liquidator and a committee of inspection and who its members shall be. If the meetings so resolve, the application is made and the appointments duly made. If no resolution is passed, no application is made and the official receiver becomes the liquidator. His title changes to “Official Receiver and Liquidator.”
• Winding up Process: the liquidator enters upon his obligations without undue delay and commences the process of winding up making such returns to the official receiver as the latter may require and in accordance with the Companies Act. The Companies Act center upon the liquidator certain powers.
• Dissolution: When the company‟s affairs are fully wound up, the liquidator must apply to the court to order its dissolution and once the court so orders, a copy thereof must be delivered to the registrar of companies who removes the company‟s name from the register of companies

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