Companies Act 1993

Schedule 8: Proceedings at meetings of liquidation committees

You could also call this:

"Rules for meetings of the group helping to close down a company"

When a company is being liquidated, a group of people called a liquidation committee helps make decisions. You can find out more about how this works in s 315(3) of the Companies Act 1993. The committee meets when they decide to, and the liquidator or a committee member can call a meeting if needed.

The committee makes decisions by voting, and most of the members must be present for a decision to be made. If a member wants to leave the committee, they can resign by writing a letter to the liquidator. A member's position on the committee can also become empty if they go bankrupt or miss three meetings in a row without a good reason.

If a member's position becomes empty, the committee can fill it by choosing another person. The committee can keep making decisions even if there is an empty position, as long as there are at least two members left.

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8Proceedings at meetings of liquidation committees Empowered by s 315(3)

1Frequency of meetings

  1. The committee must meet at such times as it from time to time appoints, and the liquidator or a member of the committee may also call a meeting of the committee as and when necessary.

2Majorities

  1. The committee may act by a majority of its members present at a meeting, but may not act unless a majority of the committee are present.

3Resignation

  1. A member of the committee may resign by notice in writing signed by him or her and delivered to the liquidator.

4Office becoming vacant

  1. If a member of the committee becomes bankrupt, or compounds or arranges with his or her creditors, or is absent from 3 consecutive meetings of the committee without the leave of those members who together with that member represent the creditors or shareholders, as the case may be, the office of that member becomes vacant.

5Removal of a member

  1. A member of the committee may be removed by a resolution carried at a meeting of creditors if the member represents creditors, or of shareholders if the member represents shareholders, of which 5 working days' notice has been given, stating the object of the meeting.

6Vacancy filled

  1. A vacancy in the committee may be filled by the appointment by the committee of—

  2. the same or another creditor or shareholder, as the case may be; or
    1. a person holding a general power of attorney from, or being an authorised director or representative of, a company which is a creditor or shareholder, as the case may be.
      Notes
      • Schedule 8 clause 6(b): amended, on , by section 50 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

      7Committee with vacancy may act

      1. The continuing members of the committee, if not less than 2, may act even though a vacancy exists in the committee.