Insolvency Act · 2022 Revised Edition · Chapter VII
137. Voluntary winding up
Official textFrom Attorney General's Chambers, unchanged
This section applies where a company is being wound up voluntarily, but is subject to section 138 in the case of a creditors’ voluntary winding up.
company
“company” means a company incorporated or registered under the Companies Act;
The liquidator may —
in the case of a members’ voluntary winding up, with the sanction of a special resolution of the company; and
in the case of a creditors’ voluntary winding up, with the sanction of the Court or the liquidation committee (or, if there is no such committee, a meeting of the company’s creditors), exercise any of the powers specified in Part 1 of Schedule 3.
The liquidator may, without sanction, exercise any of the powers specified in Part 2 of Schedule 3 and any of the general powers specified in
Part 3 of Schedule 3.
The liquidator may —
exercise the power of the Court to settle a list of contributories (which list is prima facie evidence of the liability of the persons named in it to be contributories);
exercise the power of the Court to make calls;
summon general meetings of the company for the purpose of obtaining its sanction by special resolution or for any other purpose he may think fit.
The liquidator shall pay the company’s debts and adjust the rights of the contributories among themselves.
Where the liquidator in exercise of the powers conferred on him by this Act disposes of any property of the company to a person who is connected with the company, he shall, if there is for the time being a liquidation committee, give notice to the committee of that exercise of his powers.
property
“property”, in relation to a company, includes money, goods, things in action and every description of property, whether real or personal, and whether in Brunei Darussalam or elsewhere, and also obligations and every description of interest whether present or future or vested or contingent arising out of, or incidental to, property.
Insolvency
insolvency
“insolvency”, in relation to a company, includes the approval of a voluntary arrangement or the appointment of a judicial manager;
Terms defined in s 3
company
Defined · s 3“company” means a company incorporated or registered under the Companies Act;
Court
Defined · s 3“Court”, in relation to a company, means a court having jurisdiction to wind up the company;
insolvency
Defined · s 3“insolvency”, in relation to a company, includes the approval of a voluntary arrangement or the appointment of a judicial manager;
property
Defined · s 3“property”, in relation to a company, includes money, goods, things in action and every description of property, whether real or personal, and whether in Brunei Darussalam or elsewhere, and also obligations and every description of interest whether present or future or vested or contingent arising out of, or incidental to, property.
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