Section 290: Winding up of limited life company

290. Winding up of limited life company (1) Notwithstanding Part XI of the Companies Act 1984, a limited life company shall be dissolved— (a) when the period fixed for the duration of the company expires; (b) where the shareholders of the company pass a special resolution requiring the company to be wound up and dissolved; (c) where the constitution of the company so provides, upon the happening of any one or more of the following events as are stipulated in the constitution— (i) the bankruptcy, death, insanity, retirement, resignation, withdrawal, expulsion, termination, cessation or dissolution of a shareholder; (ii) the transfer of any share or other interest in the company in contravention of the constitution of the company; (iii) the redemption, repurchase or cancellation of all the shares of a shareholder of the company; or (iv) the occurrence of any other event (whether or not relating to the company or a shareholder) on which it is provided in the constitution that the company is to be dissolved. (2) (a) Where a limited life company dissolves by virtue of subsection (1) and no administrator is designated to act in the constitution of the company, the shareholders of the dissolved company shall by resolution appoint an administrator for the purposes of the winding up, and if they fail to pass such a resolution, the Court may appoint an administrator. (b) In paragraph (a), “administrator” includes a director or such other person as may be appointed by the Board of directors. (c) The administrator referred to in paragraph (a) need not be a registered Insolvency Practitioner under the Insolvency Act, but shall be a natural person. (3) Sections 251 (1) and 254 of the Companies Act 1984 shall not apply to the winding up of a limited life company. (4) Any reference to the passing of a resolution for the winding up of a company in section 251 (4) to (7) and section 253 of the Companies Act 1984 shall be construed as including a reference to the happening of an event causing a limited life company to dissolve. C35 – 175 [Issue 9] Companies Act (5) Any reference to a liquidator or the appointment of a liquidator in sections 223 to 227 of the Companies Act 1984 inclusive shall be construed as including a reference to a liquidator appointed in the constitution of the company. [S. 290 amended by s. 414 (1) (b) of Act 3 of 2009 w.e.f. 1 June 2009; s. 8 (f) of Act 20 of 2011 w.e.f. 16 July 2011; s. 9 (g) of Act 18 of 2016 w.e.f. 7 September 2016.]