PROCEDURE FOR MEMBER'S VOLUNTARY LIQUIDATION IN UGANDA

 

PROCEDURE FOR MEMBER’S VOLUNTARY WINDING UP.

Applicable Laws are:

• The Companies Act No.1 of 2012

• The Insolvency Act, 2011

 Procedure:

1.    A company may within 30 days before the passing of the resolution to wind up, deliver to the Registrar and the Official Receiver a Statutory Declaration of Solvency, which includes a statement of company’s assets and liabilities. This is done pursuant to section 271 of the Companies Act No. 1 of 2012 and Regulation 33 of the Company (General) Regulations of 2016.

2.    The Notice of board meeting to pass special resolution is sent out to members pursuant to section 149 of the companies Act and the special resolution to be passed requires a majority of not less than ¾ of the such members entitled to vote.

3.    Members pass a special resolution to wind up the company which is filed with the Registrar of Companies in form 29 pursuant to regulation 32 of the Company (General) regulations 2016. The winding up commences at passing of the resolution.

4.    A Copy of the registered resolution is sent to the Official Receiver.

5.    The Notice of special Resolution is published in the gazette and a newspaper of wide circulation within 14 days pursuant to section 269(1) of the Companies Act 2012.

6.    Advertise appointment of a Liquidator in the Gazette within 14 days of appointment Form 12 of Insolvency Regulations 2013.

7.    Register with the Registrar a copy of the Gazette Notice and deliver a copy to the Official Receiver.

8.    Liquidator takes over the affairs of the company pursuant to section 62 of the Insolvency Act No. 14 of 2011.

9.    For purposes of preparing a preliminary report under section 102(1), the liquidator with the help of the director, secretary and other employees of the company files a Statement of Affairs for the Company which shall be in Form 20 of Insolvency Regulations pursuant to regulation 106 of the insolvency regulations 2013..

10. Within 40 days, the liquidator gives a public notice of the preliminary or interim report of liquidation using Form 25 of the Insolvency regulations 102(1) SI No. 36 of 2013.

11. Within 20 days after the end of every 6 months during liquidation, the liquidator prepares, files and issues notices advertising interim report pursuant to section 103 of the Insolvency Act.

12. When winding-up is completed, the liquidator calls for a final meeting of the company by at least 30 days’ notice in the Gazette and newspaper and submits final accounts. The Return of Final Accounts is filed in Form 26 of Insolvency Regulations 2013. This is pursuant to section 67(1) & (2) of the Companies Act.

13. Then pursuant to section 67(3), within 14 days, the liquidator files with the Registrar a copy of the final account and files a return of the final meeting in Form 105 of Insolvency Regulations 2013.

14. Within Three months from the date of registration of the return, the company is automatically dissolved pursuant to section 67(6) of the Insolvency Act.

 

 

INSOLVENCY FEES.

The Insolvency (Fees) Regulations, 2013.

Fees;

-          On filing any notice – Ug. Shs, 20,000.

-          On filing in court of a statement of affairs 0 Ug. Shs. 15,000.