Dissolution and winding up of a limited liability company : some considerations in the light of the proposed amendments

Abstract

The following thesis proposed to be an examination of some aspects of the dissolution and winding up of a limited liability company, which aspects I shall be tackling mainly in the light of the proposed amendments. The line of conduct I shall be adopting is a study of the relevant provisions on the subject, under the Commercial Partnerships Ordinance, 1962, and in particular under the Companies Bill, 1994. When analysing such provisions under the Companies Bill, I shall often be referring to the Insolvency Act, 1986, of the U.K., since the winding up provisions under the Companies Bill follow closely U.K. law. Where appropriate, I shall also be referring to Italian law. Inprimis, I shall briefly outline the historical development of commercial partnerships. This shall be followed by an analysis of the two more important causes of dissolution and consequential winding up of a limited liability company under the Companies Bill. I shall then go on to examine the alternative modes of winding up under the Companies Bill, 1994, and the Insolvency Act, 1986, that is compulsory winding up and voluntary winding up. I shall proceed to analyse the office of the Official Receiver in a compulsory winding up and the role of the liquidator both in a compulsory winding up and a voluntary winding up. I shall then deal with the extinction of the company and the possibility of its revival.