Liquidation/Winding-Up Of A Company

NGN 6,923,000.0

182 days

Corporate Amendment

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Description

Information about the compliance service

Winding up is the process of liquidating and dissolving a company in Nigeria. This process involves a collective decision by the company to end the company's existence and distribute its assets among creditors and company members. Winding up or liquidation is the process of collecting and realizing a company's assets, discharging its liabilities, and distributing any remaining surplus to the entitled parties.

Requirements

Info and documents needed for this service

The following documents may be required during the company winding up process, as applicable:
  1. Original Incorporation documents of the Company.
  2. Evidence of filing the current annual returns of the company.
  3. Statutory Declaration of Solvency (where applicable).
  4. Audited Financial Statement of the company (Statement of Assets and
    Liabilities).
  5. Special resolution requiring the company to be wound up voluntarily and appointing a liquidator (where applicable).
  6. Notice of liquidator appointment (where applicable).
  7. Final Liquidation Accounts of the Company.
  8. Notice of Final Meeting of the company.
  9. Minutes of final meeting of the company signed by the liquidator.
  10. Publication in the gazette (where applicable).
  11. Publication in two newspapers (where applicable).
  12. Liquidator’s interim account (where applicable).
  13. Liquidator’s final account (where applicable).
  14. Liquidator’s return of final account (where applicable).
  15. Certified True Copy of Winding up order (where applicable).
  16. Certified True Copy of Liquidator Appointment Order (where applicable).
  17. Dissolution order (where applicable).
  18. The Account (where applicable).
  19. Affidavit verifying the Account (where applicable).
  20. Report (where applicable).
  21. Objection to Report (where applicable).
  22. Date of company's Incorporation.
  23. Share Capital details.
  24. Date of Commencement of Winding up.
  25. Liquidator Name(s) and Address(es).
  26. Date of liquidator's Appointment.


Process

Steps involved in this compliance service


PROCEDURE FOR A COMPANY VOLUNTARY WINDING-UP BY MEMBERS

  1. The company passes a special resolution at a general meeting to propose winding up and appoint one or more liquidators.
  2. The company must notify the Corporate Affairs Commission (CAC) of the special resolution within 14 days and advertise it in the official gazette.
  3. The directors or majority of directors must make a statutory Declaration of Solvency within 5 weeks.
  4. The company must thereafter cease to carry out business operations after the resolution for winding up has been passed.
  5. In the event the winding up process last for more than a year, the liquidator must hold a meeting at the end of each year, and these meetings should be called to notice by publishing it in the official gazette.
  6. The liquidator must hold final meetings upon liquidation of the company and send a copy of the accounts/returns of the meeting to the CAC within 7days of the meetings for registration. 
  7. As soon as the affairs of the company are fully wound-up the liquidator must prepare, send and convene a meeting to present the final winding up financial accounts.
  8. The liquidator shall within 28 days after this meeting send to the Corporate Affairs Commission, the copies of the accounts and a statement of holding of meeting and dates for registration. 
  9. The liquidator can then apply for a dissolution order and send it to the commission.


PROCEDURE FOR VOLUNTARY WINDING UP BY CREDITORS OF COMPANY

  1. Both the Company and its Creditors would hold separate meetings to propose the winding up of the company. 
  2. The Creditors and the Company at their respective meetings may nominate a person to be the liquidator of the winding up process.
  3. The Creditors at their meeting may appoint a committee of inspection of not more than 5 persons.
  4. The liquidator shall within 14 days of his appointment publish it in the official gazette.
  5. The liquidator shall make publications of notice of the final meeting and the account of the liquidation is laid before and approved by the meeting. 
  6. The liquidator must within 7 days, send a copy of the account and return holding of the meeting to the CAC.
  7. The company is subsequently deemed dissolved after 3 months of the registration of the accounts and return to the commission. However, the Court upon an application by the liquidator, member, or creditor can defer the date, which the dissolution is to take effect.

FAQs

Frequently asked questions about this service

  1. What happens once a resolution for winding up has been passed?
The company must cease to carry out business operations after the resolution for winding up has been passed, and the powers of the directors cease upon the appointment of the liquidator unless the company in a general meeting or the liquidator allows the continuance of it.
   2. When is a company considered to be dissolved?
The company is deemed dissolved after 3 months of the registration of the accounts/returns with the CAC.

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