Rule
A TRNC company may be wound up in one of three ways: by the Court, or voluntarily by its members, or voluntarily by its creditors. The members'-versus-creditors' distinction turns on whether the directors have filed a statutory solvency declaration within the 12 months preceding the winding-up resolution — if they have, the members' voluntary route applies; if not, the creditors' voluntary route applies.[1]
Exceptions
- This Rule states the GENERAL FRAMEWORK only — which route applies and how the members'/creditors' distinction is drawn. It does NOT describe, and must not be read to describe, creditor ranking/priority, liquidator powers, the contract-disclaimer power, fraudulent-trading or misfeasance liability, or detailed procedural requirements within any of the three routes — those are individually evidenced in NCR's research but are not published here; publishing them requires a distinct Founder decision given their materiality and complexity.
- For creditor priority specifically: the Companies Law defers detailed priority (beyond a limited preferential-debts list) to the separate Bankruptcy Law's own regulations, which NCR has only partially recovered and not fully verified — do not assume a generic priority order.
Applies to
- Who:
- Investors · Company shareholders