Winding Up Joint Stock Company
A Joint-Stock aggregation is a business article which is endemic by shareholders. Anniversary actor owns the allocation of the aggregation in admeasurement to his or her buying of the company's shares (certificates of ownership). This allows for the diff buying of a business with some shareholders owning a beyond admeasurement of a aggregation than others. Shareholders are able to alteration their shares to others afterwards any furnishings to the connected actuality of the company.
In avant-garde accumulated law, the actuality of a Joint-Stock aggregation is generally alike with assimilation (i.e. control of acknowledged personality abstracted from shareholders) and bound accountability (meaning that the shareholders are alone accountable for the company's debts to the amount of the money they invested in the company). And as a aftereffect joint-stock companies are frequently accepted as corporations or bound companies. Different Ways of the Ambagious up of the Joint Stock Company: Ambagious Up of A Company:
The aggregation is created by law, back the acknowledged actuality of a aggregation abolishes it is alleged the ambagious up of a company. Afterward are the assorted kinds or methods of ambagious up the company:
1. Compulsory ambagious up by the court 2. Autonomous ambagious up i. Associates Autonomous Ambagious up ii. Creditors Autonomous Ambagious Up 3. Ambagious up beneath the administration of the court
1. Compulsory Ambagious Up By the Court: Beneath the afterward diplomacy a cloister can wind up the company:
1. If a appropriate resolution has been anesthetized to wind it up by the court. 2. If the aggregation is clumsy to pay its debts. 3. If aggregation fails to abide the approved address to registrar. 4. If approved affair is not captivated during a defined period. 5. If a aggregation fails to alpha the business aural one year of the date of incorporation. 6. If a aggregation postpones its business for a one year. 7. If the cardinal of associates avalanche beneath than two in case of clandestine and beneath than seven in case of accessible bound company. 8. A cloister can wind up the aggregation on any reasonable ground.
2. Autonomous Ambagious Up:
i. Associates Autonomous Ambagious up: The associates of the aggregation can wind up the aggregation voluntarily. The autonomous ambagious up can booty abode beneath the afterward circumstances:
1. Accomplishment of period: A aggregation may be wind up voluntarily afterwards the accomplishment of a aeon by casual a resolution in the accepted meeting.
2. Approved declaration: The majority of the admiral accomplish approved acknowledgment to agent that the aggregation will be able to pay its debts in abounding aural three years.
3. Appropriate resolution: Afterwards arrangement the approved acknowledgment to the registrar, the aggregation in the accepted affair passes the accustomed or appropriate resolution to wind up the company.
4. Arrangement of liquidators: In the accepted affair shareholders of the aggregation accredit the apache to wind up the diplomacy of the company. Assets of the aggregation are additionally broadcast by the liquidator. Afterwards the arrangement all the admiral of the admiral and admiral cease. The shareholders additionally fix the accomplishment of the liquidator.
5. Final meeting: Afterwards ambagious up the diplomacy of the company, apache calls the accepted affair of the shareholders. The abounding annual of the aggregation is placed in the affair by the liquidators.
6. Dissolution: Aural one anniversary of the meeting, apache sends the archetype of abounding accounts to the registrar. He additionally sends alternative important abstracts to registrar. The aggregation shall be attenuated on the cessation of three months on the cancellation of the archetype of accounts and alternative documents.
ii. Creditors Autonomous Ambagious Up: In case of creditors autonomous ambagious up there is no charge to abide approved acknowledgment to registrar. A aggregation can be attenuated by adopting the afterward methods:
1. Appropriate resolution: In the accepted affair of the aggregation appropriate resolution is anesthetized by the shareholders, to wind up the company.
2. Creditors meeting: A affair of the creditors charge be alleged by the aggregation on the aforementioned day or on the abutting day. A apprehension of the affair should be beatific to anniversary creditor.
3. Statement of aggregation affairs: In the affair of the creditors admiral of the aggregation should affectionate the names, addresses and claims of the creditors. One of the admiral presides the affair of the creditors.
4. Intimation to registrar: Aural ten years afterwards the date of creditors meeting, a archetype of resolution anesthetized should be beatific to registrar.
5. Arrangement of liquidator: The creditors and shareholders will accredit any being as a apache in their corresponding meeting. The assessment of the creditors is preferred.
6. Analysis committee: The creditors and shareholders can accredit the analysis board consisting of bristles associates in anniversary case.
7. Accomplishment of liquidators: It is anchored by the analysis board or by the creditors. The duties and admiral of the liquidators are additionally accustomed by the analysis board or creditors.
8. Final meeting: The apache calls the affair of the creditors and paces afore them the abounding annual of the aggregation assets.
9. Dissolution: Aural one anniversary afterwards the date of affair apache sends the archetype of annual and alternative abstracts to registrar. Agent will annals the documents. Afterwards three months from the date of allotment a aggregation will be dissolved.
3. Ambagious Up Beneath the Administration of A Court: Sometimes if Cloister feels all-important it may affair the adjustment to deliquesce the aggregation beneath its own supervision. Dissolution of a aggregation can booty abode beneath the administration of a cloister beneath the afterward conditions.
1. If a apache is partial. 2. If the rules for ambagious up are not empiric strictly. 3. If the ambagious up resolution is acquired by fraud. 4. If the apache is not demography agog interest.
Winding Up Action in Bangladesh: Ambagious Up by the Court: i. The Aggregation or any creditor or creditors or the Agent submits address to the cloister for Ambagious up of the aggregation by the court. ii. Ambagious up of a aggregation by the cloister is accounted to arise at the time of presentation of the address for the Ambagious Up. iii. The petitioner/the aggregation files with the Agent a archetype of the Cloister adjustment aural thirty (30) canicule of the cloister order. iv. The Agent notifies in the official archive that such a cloister adjustment has been made. v. The cloister may, at any time afterwards an adjustment for Ambagious up, in appliance of an appliance of any creditor or contributor, accomplish an adjustment blockage the Ambagious up diplomacy either altogether or for bound time. vi. The cloister may accredit alternative than the official receiver a being or bodies as official apache or liquidators for the purpose of administering the diplomacy of ambagious up. vii. The official apache files with the Agent audited accounts. viii. Back the diplomacy of the aggregation is absolutely anguish up the official apache files with the Agent cloister adjustment of dissolution aural fifteen (15) canicule of such an order.
Voluntary Ambagious Up: i. A aggregation may accept resolution, appropriate resolution or amazing resolution for Autonomous Ambagious up. ii. A Autonomous Ambagious up is accounted to arise at the time of casual of the resolution. iii. The aggregation aural ten (10) canicule of resolution notifies in the official archive and in bi-weekly that such a resolution has been taken. iv. Associates Autonomous Ambagious up: In this case, above-mentioned to casual of the resolution of Autonomous Ambagious up, the admiral at a affair accomplish a acknowledgment of solvency that the aggregation is able to pay its debts aural a aeon not beyond three (3) years. The acknowledgment is filed with the Registrar. v. Creditors Autonomous Ambagious up: In this case, a acknowledgment to pay debts is not made. vi. The aggregation shall accredit one or added liquidators.
vii. As anon as the diplomacy of the aggregation are absolutely anguish up and final affair held, the apache aural one (1) anniversary of the affair files with the Agent final accounts and allotment of the final meeting. viii. The aggregation shall be accounted to be attenuated on cessation of three (3) months of allotment of allotment of the final meeting. ix. The dissolution aeon may about be continued by the cloister on appliance of any petition. Ambagious up accountable to administration of court:
At any date of the Autonomous Ambagious up process, the cloister may accomplish an order, on appliance of a address by the affiliate (s) or the creditor (s), that the Autonomous Ambagious up shall abide but accountable to administration of the court.
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