Companies Act 2014 section 705

Final meeting and dissolution in members' voluntary winding up

Section 705 sets out the procedure the liquidator must follow to hold a final meeting, file documents with the Registrar, and bring about the dissolution of a company in a members' voluntary winding up.

• Once the winding up is complete, the liquidator must prepare a final account showing how the process was conducted and how all company property was dealt with, then present it at a general meeting of members called on at least 28 days' written notice.
• Within 7 days after that meeting, the liquidator must send a copy of the account to the Registrar and file a return confirming the meeting was held and its date; if no quorum attended, the liquidator instead files a return stating the meeting was properly called but no quorum was present, which satisfies the requirement.
• The Registrar registers the account and return, and the company is automatically deemed dissolved 3 months after the date of registration, although the court may, on application by the liquidator or any interested party, defer the dissolution date for as long as it sees fit.
• Failure by the liquidator to send the account or make the required return, failure to call the general meeting, or failure by any person who obtains a court deferral order to deliver a certified copy to the Registrar within 14 days, each constitutes a category 3 offence.

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