Section 137: Circumstances for voluntary winding up

137. Circumstances for voluntary winding up (1) Subject to subsection (2), a company may be wound up voluntarily where— (a) the period, if any, fixed for its duration by its constitution expires, or the event, if any, occurs, on the occurrence of which [Issue 3] I14 – 82 Revised Laws of Mauritius the constitution provides that the company is to be dissolved, and the company passes an ordinary resolution that it shall be wound up; or(cid:3) (b) the company passes a special resolution that it shall be wound up.(cid:3) (2) Where an application for winding up has been presented on the ground that a company is unable to pay its debts, the company shall not, without the leave of the Court, resolve that it be wound up voluntarily.(cid:3) (3) A company shall— (a) within 7 days, lodge with the Director a copy of the winding up resolution; and(cid:3) (b) within 10 days, give notice of the winding up resolution in one daily newspaper and in the Gazette.(cid:3) (4) Where it appears to the directors of a company that the company is insolvent, the directors may, before holding a meeting for the passing of the special resolution referred to in subsection (1)— (a) lodge with the Director a declaration and deliver a copy thereof to the Official Receiver, stating that— (i) the company cannot by reason of its liabilities continue its business; and(cid:3) (ii) meetings of the company and of its creditors have been summoned for a date not later than one month of the date of the declaration; and(cid:3) (b) appoint a person to be the provisional liquidator who shall, subject to such limitations and restrictions as may be prescribed, have and may exercise all the functions and powers of a liquidator in a creditors’ winding up.(cid:3) (5) The appointment of a provisional liquidator shall continue for one month from the date of his appointment or for such further period as the Official Receiver may allow or until the appointment of a liquidator, whichever occurs first.(cid:3) (6) The company shall, within 14 days, give notice of the appointment of a provisional liquidator and the lodging of the declaration in one daily newspaper and in the Gazette.(cid:3) (7) A provisional liquidator shall be entitled to receive remuneration.(cid:3) (8) A voluntary winding up shall commence— (a) where a provisional liquidator is appointed under subsection (4) before a winding up resolution is passed, at the time when a declaration under subsection (4) is lodged; and(cid:3) (b) in every other case, at the time of the passing of the winding up resolution.(cid:3) I14 – 83 [Issue 9] Insolvency Act