Companies Act 2014 section 580

Companies of fixed duration, etc.: alternative means of commencing members' voluntary winding up

Section 580 sets out an alternative procedure for commencing a members' voluntary winding up, particularly for companies of fixed duration, including the directors' declaration of solvency, the conditions that must be satisfied, and the requirement to file the declaration with the Registrar.

• The directors (or a majority where there are more than two) must declare, after a full inquiry, that the company can pay all its debts within 12 months of the winding up commencing.
• The declaration must be made no earlier than 30 days before the resolution to wind up, must include a statement of assets and liabilities dated no more than three months before, and must be accompanied by a statutory auditor's report confirming the declaration is not unreasonable.
• A copy of the declaration must be sent to members with the meeting notice (or appended to the written resolution) and delivered to the Registrar within 14 days of the winding up commencing.
• The winding up may proceed before the Registrar filing deadline expires, but failure to file within 14 days invalidates the process — unless the court declares it valid on the grounds that this would be just and equitable.

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