Sir John Chuah's tutorial

1. Explain the procedure required for voluntary winding up under CA.
1) Reasonsfor winding up
Sec 254(1)(a) – Period of M&A expires
Sec 254(1)(b) – Company resolves by special resolution
Sec 254(2)(a) – 7days (after pass resolution, lodge a copyof resolution to
Registar)
Sec254(2)(b) – 10days (circulate notice of resolution in newspaper in for
of advertisement)
2) Duty of director to declare solvency
Sec 257(1) – Form 66 – written declaration  lodge to ROC (declaration
must be done 5 weeks bfre Sec 254(1) commence)
Sec 257(2) – Content of form 66
Sec 257(3) – criteria , procedures
-members of voluntary winding up must start w solvency which is stated
in Form66 which states that the company is solvent..
-IF they are actually not solvent..
Sec 257(4) – reasonable ground to declare solvent / wout reasonable
ground, guilty of an offence.
Sec 257(5) – if debts not paid within the stipulated time in the declaration
challenge director for his grounds of solvency.
3) IF evidently directors realize company is not solvent
FORM 65A – Sec255(1) which is signed by the court and not director.
-then you have to appoint provisional liquidator which in power for 1
month (Sec255(3))
Sec255(6) - the moment you appoint PL voluntary winding up starts.

2. -THEN,
Sec 259(1) – the liquidator rejects Form 66, once rejected the company is
insolvent and a creditors meeting will be held.
2 methods
a ) Form 65A  appoint PL  Sec 256(6)(a)  creditors meeting Sec
260(1)(2)(3)(4)
b) Appoint PL  Sec259(1)  creditors meeting Sec260(1)(2)(3)(4)