Companies Act 2014 section 618

Distribution of property of company

Section 618 sets out how a company's property is to be distributed when the company is wound up, including the order of payment and the liquidator's powers to divide property among members.

• Company property must first be applied to satisfy liabilities equally (pari passu), subject to preferential payments and any valid subordination agreements
• After liabilities are satisfied, remaining property is distributed among members according to their rights and interests, unless the company's constitution provides otherwise
• In a members' voluntary winding up, the liquidator may, with a special resolution, divide property in specie among members at a fair value, but no member can be forced to accept shares or securities carrying a liability
• The liquidator may also vest property in trustees for the benefit of members, again subject to the same protection against compulsory acceptance of securities with liabilities attached