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Companies Act 1993

Schedule 8: Proceedings at meetings of liquidation committees

You could also call this:

"Rules for meetings of a group helping to wind up a company"

Illustration for Companies Act 1993

When you are part of a liquidation committee, you need to meet at times you decide. You can also call a meeting when it's necessary. The liquidator or a member of the committee can call a meeting. You make decisions by a majority of members present at a meeting.

If you are a member of the committee, you can resign by giving written notice to the liquidator. Your position on the committee can also become vacant if you become bankrupt or are absent from three meetings without permission. You can be removed from the committee by a resolution at a meeting of creditors or shareholders.

If there is a vacancy on the committee, it can be filled by appointing another creditor or shareholder, or someone who represents a company that is a creditor or shareholder, as empowered by s 315(3). Even if there is a vacancy, the remaining members of the committee can still make decisions if there are at least two of them.

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"Rules for closing down companies from other countries in New Zealand"

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.