Companies Act 2014 section 601

Power of liquidator to accept shares as consideration for sale of property of company

Section 601 deals with the power of a liquidator, in a members' voluntary winding up, to accept shares or other interests in a transferee company as full or partial payment when selling or transferring the business or property of the company being wound up.

• In a members' voluntary winding up, the liquidator may accept shares or similar interests in the buying company as full or part payment for the sale or transfer of the company's business or property, for distribution among members of the company being wound up.
• These powers can only be exercised if sanctioned by a special resolution of the company, and any resulting sale or arrangement is binding on all members of the transferor company.
• A member who did not vote in favour of the special resolution may dissent in writing within 7 days and require the liquidator either to abandon the arrangement or to purchase that member's interest at an agreed or arbitrated price.
• The resolution will not be effective if a court order for winding up is made within one year of the resolution being passed, unless the court confirms the resolution.

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