1. Publisher: Genesis Corporate Services - Tel: +27 (0)21 782 0765 - Cell. +27 (0)82 820 5338 - Email: drjohn@profitpointsolutions.com
or order online at www.profitpointsolutions.com/publications
©
(subject to e & o)
Q & As ON BUSINESS RESCUE & WINDING-UP
OF CLOSE CORPORATIONS
A5 BOOK | > 650 PAGES | OVER 550 QUESTIONS & ANSWERS | R 550 incl. VAT & DOOR-TO-DOOR COURIER
BUSINESS RESCUE AND THE BUSINESS RESCUE PRACTITIONER: SELECTION OF
QUESTIONS ANSWERED
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IN REGARDS TO BUSINESS RESCUE AND WINDING-UP?
Ÿ WHAT IS THE DIFFERENCE BETWEEN JUDICIAL MANAGEMENT AND BUSINESS RESCUE?
Ÿ WHAT IS THE PURPOSE OF BUSINESS RESCUE?
Ÿ WHY SHOULD A CLOSE CORPORATION CONSIDER BUSINESS RESCUE OVER LIQUIDATION?
Ÿ WHAT IS THE TEST AND CONDITION WHETHER A CLOSE CORPORATION QUALIFIES FOR
BUSINESS RESCUE?
Ÿ WHAT IS THE RESPONSIBILITY OF THE BOARD (MANAGING MEMBERS) IN DECIDING WHETHER
THE CLOSE CORPORATION SHOULD BE PLACED UNDER BUSINESS RESCUE?
Ÿ HOW IS A CLOSE CORPORATION PLACED IN BUSINESS RESCUE?
Ÿ WHEN DOES A CLOSE CORPORATION NOT QUALIFY FOR BUSINESS RESCUE?
Ÿ WHEN IS A CLOSE CORPORATION FINANCIALLY DISTRESSED?
Ÿ WHAT ARE POSSIBLE SOLUTIONS TO DEAL WITH THE SYMPTOMS OF FINANCIAL DISTRESS?
Ÿ WHAT ARE THE THREE STAGES IN A BUSINESS RESCUE PROCESS?
Ÿ WHO IS THE BUSINESS RESCUE PRACTITIONER OF A CLOSE CORPORATION?
Ÿ WHAT FORM DOES THE BUSINESS RESCUE PLAN TAKE?
Ÿ WHAT IS THE SOLVENCY AND LIQUIDITY TEST AS IT APPLIES TO BUSINESS RESCUE?
Ÿ WHAT IS “POST-COMMENCEMENT FINANCE”?
Ÿ WHAT IS THE RANKING OF CLAIMS IN RESPECT OF POST-COMMENCEMENT FINANCE?
Ÿ INTO WHICH THREE GROUPS ARE CLOSE CORPORATIONS CLASSIFIED FOR THE PURPOSE OF
BUSINESS RESCUE PROCEEDINGS?
Ÿ WHAT IS THE EFFECT OF BUSINESS RESCUE ON EMPLOYEES AND CONTRACTS?
Ÿ WHAT IS THE EFFECT OF BUSINESS RESCUE ON CREDITORS?
Ÿ WHAT ARE THE TWO WAYS OF INITIATING BUSINESS RESCUE PROCEEDINGS FOR A CLOSE
CORPORATION?
Ÿ WHEN MAY THE COMMISSION ISSUE A BUSINESS RESCUE PRACTITIONER'S LICENCE TO AN
APPLICANT?
Ÿ WHICH STEPS MUST BE TAKEN TO APPLY FOR A LICENCE TO PRACTISE AS A BUSINESS RESCUE
PRACTITIONER?
Ÿ WHAT ARE THE MANDATORY PROVISIONS RELATING TO THE QUALIFICATIONS OF BUSINESS
RESCUE PRACTITIONERS?
Ÿ IN WHICH THREE WAYS MAY A BUSINESS RESCUE PRACTITIONER BE APPOINTED?
Ÿ MAY A BUSINESS RESCUE PRACTITIONER REMOVE A MEMBER OF A CLOSE CORPORATION
DURING BUSINESS RESCUE PROCEEDINGS?
Ÿ MAY A BUSINESS RESCUE PRACTITIONER DELEGATE ANY FUNCTION TO A PERSON WHO HAS
BEEN PART OF THE PRE-EXISTING MANAGEMENT OF A CLOSE CORPORATION?
Ÿ WHAT POWERS DOES THE BUSINESS RESCUE PRACTITIONER HAVE?
Ÿ MAY A BUSINESS RESCUE PRACTITIONER OF A CLOSE CORPORATION WHO HAS ACTED AS THE
PRACTITIONER OF THAT CORPORATION DURING ITS BUSINESS RESCUE PROCEEDINGS BE
APPOINTED AS THE LIQUIDATOR OF THAT CORPORATION?
Ÿ WHAT IS THE TIME PERIOD IN WHICH THE NOTICE OF APPOINTMENT OF A BUSINESS RESCUE
PRACTITIONER FOR A CLOSE CORPORATION MUST BE FILED WITH THE COMMISSION?
Ÿ WHO MAY APPLY TO COURT FOR A BUSINESS RESCUE ORDER?
Ÿ UNDER WHAT CIRCUMSTANCES MAY AN AFFECTED PERSON APPLY TO A COURT FOR AN ORDER
TO SET ASIDE A MEMBERS' RESOLUTION TO PLACE A CLOSE CORPORATION UNDER BUSINESS
RESCUE PROCEEDINGS?
Ÿ MAY AN AFFECTED PERSON APPLY TO COURT TO PLACE A CLOSE CORPORATION UNDER
BUSINESS RESCUE PROCEEDINGS?
Ÿ WHAT ARE THE SPECIFIC STEPS AND PROCEDURES TO IMPLEMENT THE BUSINESS RESCUE
PROCESS FOR A CLOSE CORPORATION?
Ÿ WHAT ARE THE GROUNDS ON WHICH A COURT MAY MAKE AN ORDER TO PLACE A CLOSE
CORPORATION UNDER SUPERVISION AND TO COMMENCE BUSINESS RESCUE PROCEEDINGS?
Ÿ A COURT MAY MAKE AN ORDER PLACING A CORPORATION UNDER SUPERVISION AND
COMMENCE BUSINESS RESCUE PROCEEDINGS IF THE COURT IS SATISFIED THAT THERE IS A
REASONABLE PROSPECT FOR RESCUING THE CORPORATION. WHAT DOES “REASONABLE
PROSPECT” MEAN?
Ÿ MAY AN AFFECTED PERSON WHO HAS APPLIED TO COURT FOR AN ORDER PLACING THE CLOSE
CORPORATION UNDER SUPERVISION AND COMMENCING BUSINESS RESCUE PROCEEDINGS
APPOINT A BUSINESS RESCUE PRACTITIONER?
Ÿ CAN AN APPLICATION FOR BUSINESS RESCUE BE MADE AFTER THE APPLICATION FOR
LIQUIDATION HAS ALREADY COMMENCED?
Ÿ ON WHAT GROUNDS CAN THE COURT BE ASKED TO SET ASIDE A BUSINESS RESCUE ORDER?
Ÿ WHEN DOES BUSINESS RESCUE PROCEEDINGS COMMENCE?
Ÿ WHICH NOTICES MUST BE ISSUED BY A BUSINESS RESCUE PRACTITIONER IN THE EVENT THAT
THE BUSINESS RESCUE PROCEEDINGS CONCLUDES THAT THERE IS NO REASONABLE
PROSPECT FOR A CLOSE CORPORATION TO BE RESCUED?
Ÿ WHAT IS THE MOST IMPORTANT CONSEQUENCE OF THE COMMENCEMENT OF BUSINESS
WHAT ARE THE MAIN DIFFERENCES BETWEEN COMPANIES ACT 1973 AND COMPANIES ACT 2008
4
WINDING-UP OF SOLVENT CLOSE
CORPORATIONS 5
WINDING-UP OF INSOLVENT CLOSE
CORPORATIONS 6 THE LIQUIDATOR3
PLUS CHAPTERS 2 & 6 FROM THE INTEGRATED AND CONSOLIDATED COMPANIES ACT, 71 OF 2008, CHAPTER 14 OF COMPANIES ACT, 61 OF 1973,
PART 9 FROM THE INTEGRATED AND CONSOLIDATED CLOSE CORPORATIONS ACT, 69 OF 1984 AND SELECTED CASE LAW
RESCUE PROCEEDINGS?
Ÿ WHAT ARE THE SEVEN STATUTORY REQUIREMENTS WHICH MUST BE MET BEFORE A CLOSE
CORPORATION IN BUSINESS RESCUE PROCEEDINGS MAY DISPOSE OF ITS PROPERTIES?
Ÿ MAY A CLOSE CORPORATION DISPOSE OF ANY OF ITS PROPERTIES DURING BUSINESS RESCUE
PROCEEDINGS?
Ÿ WHAT IS THE EFFECT OF BUSINESS RESCUE PROCEEDINGS ON CONTRACTS OF THE CLOSE
CORPORATION?
Ÿ COMPANIES ACT 2008 REQUIRES THE MEMBERS OF A CLOSE CORPORATION TO PROVIDE THE
BUSINESS RESCUE PRACTITIONER OF THE CORPORATION WITH A STATEMENT OF AFFAIRS OF
THE CORPORATION. WHAT PARTICULARS MUST BE CONTAINED IN THIS STATEMENT OF
AFFAIRS?
Ÿ UNDER WHAT CIRCUMSTANCES DOES AN EMPLOYEE OF A CLOSE CORPORATION BECOME A
PREFERRED UNSECURED CREDITOR OF A CORPORATION?
Ÿ WHAT ARE THE TEN RIGHTS OF EMPLOYEES OF A CLOSE CORPORATION WHICH ARE
UNDERGOING BUSINESS RESCUE PROCEEDINGS?
Ÿ ARE THE CREDITORS OF A CLOSE CORPORATION WHICH HAS BEEN PLACED UNDER BUSINESS
RESCUE PROCEEDINGS, ENTITLED TO FORM A CREDITORS' COMMITTEE?
Ÿ WHAT ARE THE NINE RIGHTS OF CREDITORS OF A CLOSE CORPORATION WHICH HAS BEEN
PLACED UNDER BUSINESS RESCUE?
Ÿ WHAT ARE THE RIGHTS OF THE MEMBERS OF A CLOSE CORPORATION WHICH HAS COMMENCED
BUSINESS RESCUE PROCEEDINGS?
Ÿ MAY A BUSINESS RESCUE PRACTITIONER REMOVE FROM OFFICE ANY MEMBER OF A CLOSE
CORPORATION DURING BUSINESS RESCUE PROCEEDINGS?
Ÿ MAY AN EMPLOYEE OPPOSE A CREDITORS' RESOLUTION TO COMMENCE BUSINESS RESCUE
PROCEEDINGS?
Ÿ WHAT IS THE MINIMUM INFORMATION THAT A BUSINESS RESCUE PRACTITIONER MUST
PRESENT IN THE BUSINESS RESCUE PLAN?
Ÿ A PROPOSED BUSINESS RESCUE PLAN MUST CONCLUDE WITH A CERTIFICATE. WHAT
INFORMATION MUST BE CONTAINED IN THE BUSINESS RESCUE PLAN CERTIFICATE?
Ÿ WHAT ARE THE FIVE STATUTORY ITEMS ON THE AGENDA OF THE SECOND CREDITORS
MEETING?
Ÿ WHAT ARE THE TWO STATUTORY REQUIREMENTS WHICH MUST BE MET BEFORE A PRELIMINARY
BUSINESS RESCUE PLAN MAY BE APPROVED?
Ÿ IS A BUSINESS RESCUE PLAN BINDING ON A MEMBER OF A CLOSE CORPORATION EVEN IF HE
HAS VOTED AGAINST THAT PLAN?
Ÿ IS A BUSINESS RESCUE PLAN BINDING ON A CREDITOR OF A CLOSE CORPORATION IN THE
EVENT THAT HE HAS NOT PROVEN HIS CLAIM AGAINST THE CORPORATION?
Ÿ IS A CREDITOR ENTITLED TO ENFORCE A DEBT OWED TO HIM BY THE CLOSE CORPORATION
BEFORE THE COMMENCEMENT OF BUSINESS RESCUE PROCEEDINGS?
Ÿ DOES COMPANIES ACT 2008 PROVIDE FOR THE AUTOMATIC CESSATION OF BUSINESS RESCUE
PROCEEDINGS?
Ÿ IS IT POSSIBLE FOR A CLOSE CORPORATION TO ENTER INTO A COMPROMISE WITH ANY OF ITS
CREDITORS WITHOUT GOING INTO LIQUIDATION?
Ÿ DOES A COMPROMISE STILL REQUIRE A COURT APPLICATION TO COMMENCE THE PROCEDURE?
Ÿ WHAT IS THE PERCENTAGE THRESHOLD OF VOTES THAT IS REQUIRED FOR A PROPOSAL FOR A
COMPROMISE TO BE ADOPTED?
Ÿ DOES A COMPROMISE AFFECT THE LIABILITY OF A PERSON WHO IS A SURETY OF THE CLOSE
CORPORATION?
Ÿ WHAT ARE THE DIFFERENCES BETWEEN AN INFORMAL TURNAROUND, A COMPROMISE AND A
COMPOSITION?
Ÿ WHAT IS THE DUTY OF THE BUSINESS RESCUE PRACTITIONER WHERE THERE IS EVIDENCE OF
ANY VOIDABLE TRANSACTION OR FRAUD IN THE DEALINGS OF A CLOSE CORPORATION?
Ÿ IN WHICH INSTANCES MUST A BUSINESS RESCUE PRACTITIONER FILE A NOTICE OF
TERMINATION OF THE BUSINESS RESCUE PROCEEDINGS OF A CLOSE CORPORATION?
Ÿ
Ÿ WHICH ARE THE TWO PROCEDURES BY WHICH A SOLVENT CLOSE CORPORATION MAY BE
DISSOLVED?
Ÿ IS A CLOSE CORPORATION PERMITTED TO CARRY ON ITS BUSINESS DURING THE LIQUIDATION
PROCESS?
Ÿ WHEN MAY THE COMMISSION APPLY TO A COURT FOR AN ORDER TO WIND-UP A SOLVENT CLOSE
CORPORATION?
Ÿ IS A COURT ALLOWED TO REFUSE TO GRANT A WINDING-UP ORDER OF A SOLVENT CLOSE
CORPORATION WHERE THE ASSETS OF THE CORPORATION HAVE BEEN MORTGAGED TO AN
AMOUNT EQUAL TO THOSE ASSETS OF THE CORPORATION?
Ÿ MAY A COURT STAY OR SET ASIDE THE WINDING-UP OF A SOLVENT CLOSE CORPORATION?
Ÿ WHICH DOCUMENTS MUST BE FILED WITH THE COMMISSION WHERE THE MEMBERS OF A
SOLVENT CLOSE CORPORATION HAS PASSED A MEMBERS' SPECIAL RESOLUTION FOR THE
WINDING-UP OF THE CORPORATION?
Ÿ WHICH DOCUMENTS MUST BE LODGED WITH THE MASTER WHERE THE MEMBERS OF A SOLVENT
CLOSE CORPORATION HAS PASSED A MEMBERS' SPECIAL RESOLUTION FOR THE WINDING-UP
WINDING-UP OF SOLVENT CCs: SELECTION OF QUESTIONS ANSWERED
WHAT DOES THE WINDING-UP OR LIQUIDATION OF A CLOSE CORPORATION IMPLY?
1 BACKGROUND AND APPLICATION 2 DEFINITIONS AND CONDITIONSCHAPTER GUIDE
BUSINESS RESCUE OF CLOSE
CORPORATIONS AND THE BUSINESS
RESCUE PRACTITIONER

2. OF THE CORPORATION AND THEY HAVE PASSED A RESOLUTION NOMINATING A PERSON AS
LIQUIDATOR?
Ÿ WHICH FORM MUST BE USED FOR A STATEMENT OF AFFAIRS OF A SOLVENT CLOSE
CORPORATION AND WHAT INFORMATION MUST THIS STATEMENT DISCLOSE?
Ÿ MAY A CREDITOR OF A CLOSE CORPORATION WHO IS BEING WOUND-UP BY COURT APPLY FOR
AN ORDER TO INSPECT THE ACCOUNTING RECORDS OF THAT CORPORATION?
Ÿ WHEN MAY A COURT ORDER A BANKER OF A SOLVENT CLOSE CORPORATION TO TRANSFER ANY
RECORDS PERTAINING TO THE LIQUIDATOR OF THE CORPORATION?
Ÿ MAY A COURT ORDER THAT A MEMBER OF A SOLVENT CLOSE CORPORATION FROM WHOM
MONEY IS DUE TO HIS CORPORATION, TO PAY SAME INTO A BANKING INSTITUTION WHO IS
NAMED BY THE COURT INSTEAD OF TO THE LIQUIDATOR INDIRECTLY?
Ÿ WHICH PERSONS ARE ALLOWED ACCESS TO THE STATEMENT OF AFFAIRS OF A SOLVENT CLOSE
CORPORATION?
Ÿ IN A WINDING-UP OF A SOLVENT CLOSE CORPORATION BY COURT ORDER, DOES A MEMBER OF
THAT CORPORATION HAVE A VOTING RIGHT IN RESPECT OF THE NOMINATION OF A
LIQUIDATOR OF THE CORPORATION ON THE GROUNDS OF HIS LOAN ACCOUNT WITH THE
CORPORATION?
Ÿ WHAT ARE THE DIFFERENCES BETWEEN: 1) A GENERAL MEETING OF CREDITORS; 2) A
CREDITORS' MEETING AND 3) A MEMBERS' MEETING?
Ÿ MAY THE VOTING RIGHTS OF MEMBERS OF A CLOSE CORPORATION IN WINDING-UP BE TAKEN
INTO CONSIDERATION BY A COURT?
Ÿ WHO APPOINTS A PERSON TO ACT AS THE CHAIRMAN AT A CREDITORS MEETING – THE MASTER
OR THE LIQUIDATOR?
Ÿ IS THERE A DUTY ON A MEMBER OF AN INSOLVENT CLOSE CORPORATION IN WINDING-UP, TO
ATTEND THE MEETINGS OF THE CREDITORS OF THE CORPORATION?
HOW DO THE LIABILITIES OF MEMBERS OF A CLOSE CORPORATION DIFFER FROM THE
LIABILITIES OF DIRECTORS AND PRESCRIBED OFFICERS OF A COMPANY IN THE WINDING UP OF
THE CORPORATION AND COMPANY RESPECTIVELY?
WHICH STEPS MUST BE IMPLEMENTED TO APPLY FOR THE VOLUNTARY WINDING-UP OF AN
INSOLVENT CLOSE CORPORATION?
WHICH FORMS MUST BE LODGED WITH THE COMMISSION IN THE EVENT OF THE WINDING-UP
OF AN INSOLVENT CORPORATION?
IS IT NECESSARY TO PROVE ACTUAL INSOLVENCY WHEN APPLYING FOR A WINDING-UP ORDER
OF A CLOSE CORPORATION ON THE GROUNDS THAT THE CORPORATION IS UNABLE TO PAY ITS
DEBTS?
WHO MAY INTERROGATE A MEMBER OF A CORPORATION WHICH IS BEING WOUND UP AND IS
UNABLE TO PAY ITS DEBTS?
MAY A MEMBER OF A CORPORATION WHO IS CALLED TO GIVE EVIDENCE UNDER SECTION 415
OF COMPANIES ACT 1973 BE REPRESENTED BY AN ATTORNEY WITH COUNSEL?
MAY A MEMBER OF A CORPORATION IN WINDING-UP REFUSE TO ANSWER A QUESTION UNDER
INTERROGATION?
UNDER WHAT CIRCUMSTANCES MAY A COURT SUMMON A MEMBER OF A CORPORATION?
IF THE MASTER REQUIRE A MEMBER OF AN INSOLVENT CORPORATION TO PRODUCE A RECORD
IF THE CORPORATION UNDER HIS CONTROL, IS THERE A PREJUDICE TO ANY LIEN CLAIMED IN
REGARDS TO THAT DOCUMENT?
WHO IS RESPONSIBLE FOR THE PAYMENT OF THE COSTS OF AN INTERROGATION OF A MEMBER
OF AN INSOLVENT CORPORATION UNDER SECTION 417 OR 418 OF COMPANIES ACT 1973?
MAY A MEMBER OF AN INSOLVENT CORPORATION REFUSE TO ANSWER ANY QUESTION PUT TO
HIM UNDER A SECTION 418 OF COMPANIES ACT 1973 INTERROGATION?
UNDER WHAT CIRCUMSTANCES MAY A COURT HOLD A MEMBER OF A CORPORATION
PERSONALLY LIABLE AND ORDER HIM TO PAY COMPENSATION TO THE CORPORATION?
WHEN IS A MEMBER OF AN INSOLVENT CORPORATION DEEMED TO HAVE MADE A DISPOSITION
OF THE ASSETS OF THAT CORPORATION?
DOES SECTION 424 OF COMPANIES ACT 1973 IMPOSE A PERSONAL LIABILITY OR A CRIMINAL
LIABILITY ON A MEMBER OF A CORPORATION FOR THE RECKLESS CONDUCT OF A
CORPORATION?
UNDER WHAT CIRCUMSTANCES SHALL A MEMBER OF AN INSOLVENT CORPORATION BE LIABLE
FOR DEBTS CONTRACTED BY THE MEMBER?
IS A MEMBER OF AN INSOLVENT CORPORATION GUILTY OF AN OFFENCE IF HE HAS CONTRACTED
A DEBT WITHOUT REASONABLE EXPECTATION OF BEING ABLE TO DISCHARGE SUCH DEBT?
WHAT IS THE DUTY OF A MEMBER OF AN INSOLVENT CORPORATION IF THAT MEMBER
ALIENATES ANY PROPERTY OF THE CORPORATION WHICH IS NOT IN THE ORDINARY COURSE OF
THE BUSINESS OF THE CORPORATION?
IS IT AN OFFENCE IF A MEMBER OF A CORPORATION DISGUISED ANY LOSSES OF THE
CORPORATION?
IS A MEMBER OF AN INSOLVENT CORPORATION GUILTY OF AN OFFENCE IF THE CORPORATION
HAS NOT KEPT PROPER RECORDS OF ANY TRANSACTIONS?
IS A MEMBER OF AN INSOLVENT CORPORATION GUILTY OF AN OFFENCE IF HE FAILS TO
DISCLOSE TO CREDITORS WHAT HAS BECOME OF ANY PROPERTY RECENTLY IN HIS
POSSESSION?
IS IT AN OFFENCE IF A MEMBER OF AN INSOLVENT CORPORATION ACCEPTS A BENEFIT AS A
CONSIDERATION FOR HAVING TO REFRAIN FROM DISCLOSING ANY INFORMATION IN REGARD
TO THAT INSOLVENT CORPORATION?
WHAT IS THE SANCTION IF A MEMBER OF AN INSOLVENT CORPORATION HAS ANY PROPERTY OF
THE CORPORATION IN HIS POSSESSION, WHO HAS KNOWLEDGE OF THE WINDING-UP OF THE
CORPORATION AND STILL RETAINS THAT PROPERTY?
WHAT IS THE SANCTION IN THE EVENT THAT A SECURED CREDITOR OF AN INSOLVENT
CORPORATION FAILS TO PAY OVER THE NET PROCEEDS OF THE REALISATION TO THE
LIQUIDATOR OF THE CORPORATION?
WHAT ARE THE SIMILARITIES IN REGARD TO COMPANIES ACT 2008, COMPANIES ACT 1973 AND
CLOSE CORPORATIONS ACT 1984 RELATING TO THE RECKLESS AND FRAUDULENT CARRYING-
ON OF THE BUSINESS OF A CORPORATION BY THE MEMBERS OF THAT CORPORATION?
ON WHAT GROUNDS MAY A MEMBER OF A CLOSE CORPORATION WHICH IS IN THE PROCESS OF
BEING WOUND UP, BE CRIMINALLY HELD LIABLE?
WHO MAY MAKE AN APPLICATION FOR THE WINDING-UP OF A CLOSE CORPORATION?
MAY A COURT REFUSE TO MAKE A WINDING-UP ORDER IF THAT CLOSE CORPORATION HAS NO
ASSETS?
WHAT HAPPENS TO THE CLAIMS OF CREDITORS IN THE WINDING-UP OF A CLOSE
CORPORATION?
WHAT ARE THE MODES OF WINDING-UP OF A CLOSE CORPORATION?
UNDER WHAT CIRCUMSTANCES IS A CLOSE CORPORATION DEEMED TO BE UNABLE TO PAY ITS
DEBTS?
MAY A MEMBER OF A CLOSE CORPORATION WHO IS UNABLE TO PAY ITS DEBTS AND IS BEING
WOUND UP BY A COURT OR BY A CREDITORS' VOLUNTARY WINDING-UP, INSPECT ANY BOOKS
WINDING-UP OF INSOLVENT CCs: SELECTION OF QUESTIONS ANSWERED
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Publisher: Genesis Corporate Services - Tel: +27 (0)21 782 0765 - Cell. +27 (0)82 820 5338 - Email: drjohn@profitpointsolutions.com
or order online at www.profitpointsolutions.com/publications
©
(subject to e & o)
OF THAT CORPORATION?
MAY A COURT SET ASIDE THE PROCEEDINGS OF A VOLUNTARY WINDING-UP?
WHAT IS THE EFFECT OF A VOLUNTARY WINDING-UP ON THE STATUS OF A CLOSE
CORPORATION'S MEMBERS?
AT WHICH STAGE IS THE WINDING-UP OF A CLOSE CORPORATION DEEMED TO COMMENCE?
AT WHICH STAGE SHALL THE VOLUNTARY WINDING-UP OF A CLOSE CORPORATION OFFICALLY
COMMENCE?
WHAT ARE THE CIRCUMSTANCES UNDER WHICH A CLOSE CORPORATION MAY BE WOUND UP
VOLUNTARILY?
WHAT IS THE PURPOSE OF THE FIRST MEETING OF CREDITORS AND MEMBERS OF A CLOSE
CORPORATION THAT IS BEING WOUND UP?
MAY A CLOSE CORPORATION WHICH IS IN THE PROCESS OF BEING WOUND UP, ENTER INTO AN
ARRANGEMENT?
WHO MAY APPLY TO A COURT TO MAKE AN ORDER DECLARING A DISSOLUTION TO BE VOID?
WHAT ARE THE CURRENT STATISTICS OF LIQUIDATIONS AND INSOLVENCIES?
WHAT ARE THE POWERS OF A LIQUIDATOR IN THE WINDING-UP OF A CLOSE CORPORATION?
WHAT ARE THE DUTIES OF A LIQUIDATOR?
WHICH PERSONS ARE DISQUALIFIED FROM BEING APPOINTED AS THE LIQUIDATOR OF A CLOSE
CORPORATION?
WHICH PERSONS MAY BE DISQUALIFIED BY A COURT FROM BEING APPOINTED AS A
LIQUIDATOR OF A CLOSE CORPORATION?
WHAT ARE THE FIVE REASONS FOR A MASTER TO DECLINE TO APPOINT A NOMINATED PERSON
AS A LIQUIDATOR WHO HAS BEEN NOMINATED AS SUCH IN A MEETING BY CREDITORS AND
MEMBERS?
MAY A LIQUIDATOR APPLY FOR A REDUCTION IN THE SECURITY GIVEN BY HIM?
FOR WHAT PERIOD AND WHERE MUST THE LIQUIDATOR'S ACCOUNT LIE OPEN FOR
INSPECTION?
WHO MUST BE APPOINTED AS THE LIQUIDATOR IF THE PERSON NOMINATED IN A MEMBERS'
SPECIAL RESOLUTION DIFFERS FROM THE PERSON NOMINATED BY THE CREDITORS IN A
CREDITORS MEETING?
IN THE CASE OF A MEMBERS' VOLUNTARY WINDING-UP OF THEIR CLOSE CORPORATION, WHO
DETERMINES THE LIQUIDATOR'S REMUNERATION?
WHAT ARE THE DUTIES OF THE MASTER IN CONNECTION WITH A COMPLAINT RECEIVED MADE
BY A CREDITOR OF THE CLOSE CORPORATION IN REGARDS TO THE CONDUCT OF THE
LIQUIDATOR OF THAT CORPORATION?
ON WHAT GROUNDS MAY A MASTER REMOVE A LIQUIDATOR OF A CLOSE CORPORATION?
WHO APPOINTS THE LIQUIDATOR OF A CLOSE CORPORATION - A COURT OR THE MEMBERS OF
THE CORPORATION?
WHO NOMINATES A LIQUIDATOR IN THE EVENT OF A MEMBERS' VOLUNTARY WINDING-UP OF A
CLOSE CORPORATION - A COURT OR THE MASTER?
WHAT ARE THE FIVE REASONS FOR A MASTER TO DECLINE TO APPOINT A NOMINATED PERSON
AS A LIQUIDATOR WHO HAS BEEN NOMINATED AS SUCH IN A MEETING BY CREDITORS AND
MEMBERS?
WHAT IS THE REMEDY A MEMBER OF A CLOSE CORPORATION HAS WHO IS AGGRIEVED IN THE
REFUSAL OF THE MASTER TO ACCEPT HIS NOMINATION OF A PERSON AS THE LIQUIDATOR OF
HIS CORPORATION?
WHICH PERSONS ARE DISQUALIFIED FROM BEING APPOINTED AS THE LIQUIDATOR OF A CLOSE
CORPORATION?
UNDER WHICH CIRCUMSTANCES MAY A COURT DECLARE A LIQUIDATOR INCAPABLE FOR LIFE
FROM HOLDING OFFICE AS THE LIQUIDATOR OF A CLOSE CORPORATION?
WHAT ARE THE DUTIES OF THE MASTER IN THE EVENT THAT A VACANCY OCCURS IN THE OFFICE
OF THE LIQUIDATOR OF A CLOSE CORPORATION?
UNDER WHAT CIRCUMSTANCES MAY A MASTER REMOVE A LIQUIDATOR OF A CLOSE
CORPORATION FROM OFFICE AS OPPOSED TO A COURT?
DOES THE MASTER HAVE THE AUTHORITY TO INVESTIGATE ANY BOOKS OR VOUCHERS OF A
LIQUIDATOR?
IN THE EVENT THAT TWO OR MORE LIQUIDATORS HAVE BEEN APPOINTED BY A CLOSE
CORPORATION, ARE THEY INDIVIDUALLY OR JOINTLY AND SEVERALLY LIABLE FOR ACTS
PERFORMED BY THEM IN THE WINDING-UP OF A CORPORATION?
UNDER WHICH CIRCUMSTANCES MAY A LIQUIDATOR OF A CLOSE CORPORATION APPLY FOR A
REDUCTION IN THE SECURITY THAT HE MUST GIVE?
IS A LIQUIDATOR ENTITLED TO RECEIVE REMUNERATION FOR HIS SERVICES AS LIQUIDATOR
OUT OF THE ASSETS OF THE CLOSE CORPORATION?
WHAT IS THE DIFFERENCE IN THE GENERAL POWERS OF A LIQUIDATOR AS OPPOSED TO THE
SPECIFIED POWERS AS CONTEMPLATED IN SECTION 386 OF COMPANIES ACT 1973?
WHAT ARE THE FOUR REQUIREMENTS WHICH MUST BE MET BEFORE AN ARRANGEMENT
ENTERED INTO BETWEEN A CLOSE CORPORATION AND ITS CREDITORS ARE BINDING ON THAT
CORPORATION?
MAY THE LIQUIDATOR OF A CLOSE CORPORATION TERMINATE A LEASE IN TERMS OF WHICH A
CLOSE CORPORATION IS THE LESSEE OF MOVABLE PROPERTY?
WHAT IS THE PURPOSE OF THE FIRST MEETINGS OF CREDITORS AND MEMBERS OF A CLOSE
CORPORATION?
IS IT A STATUTORY REQUIREMENT THAT RESOLUTIONS OF CREDITORS BE RECORDED IN THE
MINUTES OF A CREDITORS MEETING?
MAY CREDITORS OF A CLOSE CORPORATION DIRECT THE LIQUIDATOR NOT TO EMPLOY A
PARTICULAR ATTORNEY IN CONNECTION WITH THE ADMINISTRATION OF THAT CORPORATION?
WHAT ARE THE REASONS A LIQUIDATOR MAY EXAMINE THE AFFAIRS AND TRANSACTIONS OF A
CLOSE CORPORATION BEFORE ITS WINDING-UP?
WHERE MUST THE LIQUIDATION AND DISTRIBUTION ACCOUNT OF THE LIQUIDATOR OF A
CLOSE CORPORATION LIE OPEN FOR INSPECTION?
IS THE MASTER UNDER A DUTY TO LODGE A COPY OF THE LIQUIDATION AND DISTRIBUTION
ACCOUNT OF A LIQUIDATOR OF A CLOSE CORPORATION, WITH A MAGISTRATE?
DOES THE CONFIRMATION OF THE MASTER OF THE LIQUIDATION AND DISTRIBUTION ACCOUNT
OF A LIQUIDATOR OF A CLOSE CORPORATION HAVE THE EFFECT OF A FINAL JUDGMENT?
HOW SOON AFTER THE CONFIRMATION OF THE LIQUIDATION AND DISTRIBUTION ACCOUNT
MUST THE LIQUIDATOR OF A CLOSE CORPORATION DISTRIBUTE THE ASSETS OF THAT
CORPORATION?
MAY A LIQUIDATOR OF A CLOSE CORPORATION UNABLE TO PAY ITS DEBTS, DIRECT THE MASTER
FOR AN ORDER THAT CURRENT AND FORMER MEMBERS MAKE A REPAYMENT OF THEIR
REMUNERATION RECEIVED, TO THE CORPORATION?
WHAT ARE THE CIRCUMSTANCES UNDER WHICH A CLOSE CORPORATION IS DEEMED UNABLE
TO PAY ITS DEBTS?
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THE LIQUIDATOR: SELECTION OF QUESTIONS ANSWERED