Voluntary winding-up
General
The voluntary winding-up of a company is the process where a company is wound up following a resolution adopted by its members and/or its creditors. The date of adoption of the resolution is deemed as the beginning of the voluntary winding-up. When a voluntary winding-up resolution has been adopted, the Court may order that the winding-up continues subject to Court supervision.
Any licensed insolvency practitioner may be appointed by the members and/or the creditors of the company as liquidator to settle the affairs of the company and distribute its assets. In the case of winding-up subject to Court’s supervision, the Court may appoint an additional liquidator.
During the winding-up, the company’s property will be allocated to equally satisfy all its obligations and, without prejudice to its allocation, it will be distributed between its members, in accordance with their rights and interests in the company. The company winding-up expenses are paid before every other claims.
Upon completion of all the winding-up, the liquidator convenes a General Meeting and presents the final accounts of the company.
The company is considered as dissolved 3 months after its final accounts and the report of the final meeting have been submitted to the Insolvency Department.
Requirements
The company may be voluntarily wound up mainly in the following cases:
- If the company adopts a special resolution for its winding-up; or
- If the company adopts an urgent resolution stating that it cannot satisfy its obligations and needs to be wound up.
Applications and forms related to Examinership
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General obligations:
Voluntary winding-up resolution
Within 15 days from the day of the adoption of the voluntary winding-up resolution, the Company should submit a copy thereof to the Insolvency Department to be published in the Official Gazette of the Republic of Cyprus.
Solvency statement:
- If the members of the company suggest a voluntary winding-up, a solvency statement should be prepared and submitted.
- This statement includes the status of the company’s assets and liabilities, as it appeared on the last practically possible date prior to the preparation of the statement.
- The statement must be completed 5 weeks prior to the date of the resolution on the company’s winding-up.
- The statement is prepared by the majority of the company’s directors before a registrar of a district court. If the practitioners/directors of the company are abroad, the statement is submitted to a certifying employee or to the Embassy of Cyprus at the country where they reside, whereby the authenticity of their signature is certified.
- Any winding-up where a statement has been made and submitted is referred to as ‘voluntary winding-up by members’. If the insolvency statement is not drawn up and submitted, then the winding-up is referred to as a ‘voluntary winding-up by creditors’.
Final meeting and dissolution:
- A General Meeting is convened through the publication of a notification at the Official Gazette of the Republic of Cyprus, where the time, location and purpose of the meeting are determined. The notification is published at least one month before the meeting.
- Within a week after the meeting, the liquidator submits a copy of the winding-up account to the Insolvency Department along with a report for the convention of the final meeting.
- The company is considered dissolved 3 months after the preparation of the report.
Register
The official receiver keeps an electronic voluntary winding-up register which they publish on their website.
Contact Persons
Marina Hadjizorzi
Phone: 22458618
Angelos Antoniou
Phone: 22458637
Email: aantoniou@insolvency.gov.cy
