Section 139: Declaration of solvency(cid:3)
consolidated text (as at 2017, amended since). juris shows the text as it was consolidated; it does not confirm that this is the law in force today.
139. Declaration of solvency(cid:3)
(1) Where it is proposed to wind up a company voluntarily as a shareholders’ voluntary winding up, the directors or, in the case of a company having
more than 2 directors, the majority of the directors shall, before the date on
which the notices of the meeting at which the winding up resolution is to be
proposed are sent out, make a written declaration to the effect that—
(a) they have made an inquiry into the affairs of the company; and(cid:3)
(b) at a meeting of directors, they have formed the opinion that the
company will be able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up.(cid:3)
(2) There shall be attached to the declaration under subsection (1) a
statement of the affairs of the company, showing—
(a) the assets of the company and the total amount expected to be
realised therefrom;(cid:3)
(b) the liabilities of the company; and(cid:3)
(c) the estimated expenses of winding up, made up to the latest
practicable date before the making of the declaration.(cid:3)
(3) A declaration made under subsection (1) shall have no effect unless it is—
(a) made at the meeting of directors referred to in subsection (1); or(cid:3)
(b) made within the 28 days immediately preceding the passing of
the winding up resolution; and(cid:3)
(c) lodged with the Director before the date on which the notices of
the meeting at which the resolution for the winding up of the
company is to be proposed are sent out.(cid:3)
(4) A winding up resolution referred to in subsection (1) may be passed
in the manner provided for under section 117 of the Companies Act.
[S. 139 amended by s. 11 (e) of Act 4 of 2017 w.e.f. 20 May 2017.]