Section 404 of Insolvency Act CAP 53: Conversion to creditors' voluntary liquidation
As from and including the date on which the creditors' meeting is held in accordance with section 403— (a) this Part has effect as if—
(i) the directors' declaration under section 398 had not been made; and
(ii) the creditors' meeting and the company meeting at which it was resolved that the company be liquidated voluntarily were the meetings referred to in section 406; and
(b) the liquidation becomes a creditors' voluntary liquidation.
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- Section 405 - Application of Division 4
(1) Except as provided by subsection (2), this Division applies in relation to a creditors' voluntary liquidation.
(2) Sections 406 and 407 do not apply if, under section 404, a members' voluntary...
- Section 406 - Meeting of creditors to be convened by company
(1) A company that is in the course of liquidation shall—
(a) convene a meeting of the company's creditors for a day not later than the fourteenth day after the day on which there is to be held the...
- Section 407 - Directors to lay statement of financial position before creditors
(1) The directors of the company shall—
(a) prepare a statement setting out the financial position of the company that complies with subsection (3);
(b) lay that statement before the creditors'...
- Section 408 - Creditors' voluntary liquidation: appointment of liquidator
(1) The creditors and the company at their respective meetings may nominate an authorised insolvency practitioner to be liquidator for the purpose of liquidating the company's affairs and distributing...
- Section 409 - Creditors may appoint liquidation committee
(1) The creditors at the meeting to be held in accordance with section 406 or at any subsequent meeting may, if they think appropriate, appoint a liquidation committee of not more than five persons to...
- Section 410 - Creditors' meeting if liquidation converted under section 404
If, in the case of a liquidation that was under section 404 converted to a creditors' voluntary liquidation, a creditors' meeting is held in accordance with section 403, any appointment made or...
- Section 411 - Cessation of directors' powers
On the appointment of a liquidator, all the powers of the directors cease, except so far as the liquidation committee, or if there is no such committee, the creditors, sanction their continuance.
- Section 412 - Vacancy in office of liquidator: creditors' voluntary liquidation
(1) If a vacancy occurs in the office of liquidator, the creditors may fill the vacancy.
(2) Subsection (1) does not apply to a liquidator appointed by, or by the direction of, the Court.
- Section 413 - Meetings of company and company's creditors to be held every twelve months
(1) A liquidator who continues in office for more than twelve months shall convene a general meeting of the company and a meeting of the creditors to be held—
(a) within three months after the end of...
- Section 414 - Final meeting prior to dissolution: creditors' voluntary liquidation
(1) As soon practicable after the liquidation of the company's affairs has been completed, the liquidator shall prepare an account of the liquidation and an explanation showing how it has been...
- Section 415 - Property of company to be distributed among members after satisfaction of liabilities
(1) On the liquidation, the company's property in the voluntary liquidation—
(a) are to be applied in satisfaction of the company's liabilities equally and without preference; and
(b) subject to...
- Section 416 - Appointment or removal of liquidator by the Court
(1) The Court may appoint a liquidator if for any reason there is no liquidator or the liquidator is unable to act.
(2) The Court may, on cause shown, remove a liquidator and appoint another...
- Section 417 - Notice of appointment to be published by liquidator
(1) Within seven days after being appointed as liquidator of a company, the liquidator shall publish a notice of the liquidator's appointment—
(a) once in the Gazette;
(b) once in at least two...
- Section 418 - Power of liquidator to accept shares or membership rights as consideration for sale of company's property
(1) In this section—
(a) the transferor company is a company to which this section applies; and
(b) a transferee company, or a transferee limited liability partnership, is the company or partnership...
- Section 419 - Dissenting member may require liquidator to refrain from giving effect to arrangement under section 418 or to purchase member's shares
(1) This section applies to a voluntary liquidation in relation to which the transferor company has passed a special resolution, for the purposes of section 418(3) or (5), providing the approval...
- Section 420 - Questions relating to liquidation may be referred to the Court for determination
(1) The liquidator, or a contributory or creditor, may apply to the Court to determine any question arising in the liquidation of a company, or to exercise, with respect to the enforcing of calls or...
- Section 421 - Restrictions on directors' powers to appoint or nominate liquidator of company in voluntary liquidation
(1) If, in the case of a company that is in voluntary liquidation, a liquidator has not been appointed or nominated by the company, the directors may exercise their powers only—
(a) with the approval...
- Section 422 - Saving for certain rights
The voluntary liquidation of a company does not prevent a creditor or contributory from seeking to have the company liquidated by the Court, but in the case of an application by a contributory, the...
- Section 423 - Jurisdiction of High Court to supervise liquidation of companies
(1) Only the High Court has jurisdiction to supervise the liquidation of companies registered in Kenya.
(2) Subsection (1) does not apply to a company that is in voluntary liquidation in accordance...
- Section 424 - Circumstances in which company may be liquidated by the Court
(1) A company may be liquidated by the Court if—
(a) the company has by special resolution resolved that the company be liquidated by the Court;
(b) being a public company that was registered as...
- Section 425 - Applications to the Court for liquidation of companies
(1) An application to the Court for the liquidation of a company may be made any or all of the following
—
(a) the company or its directors;
(b) a creditor or creditors (including any contingent or...
- Section 426 - Application for liquidation of company on grounds of public interest
(1) If, in relation to a company, it appears to the Attorney-General—
(a) from a report made or information obtained from investigations carried out or inspection of documents produced under the...
- Section 427 - Powers of Court on hearing of liquidation application
(1) On the hearing of a liquidation application, the Court may make such of the following orders as it considers appropriate—
(a) an order dismissing the application;
(b) an order adjourning the...
- Section 428 - Power to stay or restrain proceedings against company when liquidation application has been made
(1) At any time after the making of a liquidation application, and before a liquidation order has been made, the company, or any creditor or contributory, may—
(a) if legal proceedings against the...
- Section 429 - Dispositions of property by company after commencement of liquidation to be void unless the Court otherwise orders
(1) In a liquidation ordered by the Court—
(a) any disposition of the company's property; and
(b) any transfer of shares, or alteration in the status of the company's members, made after the...
- Section 430 - Attachments and other forms of execution against company in liquidation to be void
If a company is being liquidated by the Court, any attachment, sequestration, distress or execution instigated against the assets of the company after the commencement of the liquidation is void.
- Section 431 - When liquidation of company by the Court commences
(1) If, before the making of an application for the liquidation of a company by the Court, a resolution has been passed by the company for liquidating the company voluntarily— (a) the liquidation...
- Section 432 - Consequences of liquidation order
(1) Within seven days after a liquidation order is made in respect of a company, the company shall lodge a copy of the order with the Registrar for registration and also lodge a copy of it with the...
- Section 433 - Official Receiver may require certain persons to submit statement relating to company's affairs
(1) If the Court has made a liquidation order or appointed a provisional liquidator in respect of a company, the Official Receiver may require some or all of the prescribed persons to make out and...
- Section 434 - Duty of Official Receiver to conduct investigation into failure of company
(1) On the making of a liquidation order, the Official Receiver shall conduct an investigation—
(a) if the company has failed,to discover why the company failed; and
(b) generally, to investigate...
- Section 435 - Public examination of officers and former officers of company
(1) If a company is being liquidated by the Court, the Official Receiver may, at any time before the dissolution of the company, apply to the Court for the public examination of any person who— (a) is...
- Section 436 - Consequences of failure to attend public examination
(1) A person who, without reasonable excuse, fails at any time to attend the person's public examination under section 435 is guilty of a contempt of Court and is liable to be punished accordingly (in...
- Section 437 - Appointment and powers of provisional liquidator
(1) The Court may appoint a provisional liquidator either on or after, or at any time before, the making of a liquidation order in respect of a company.
(2) Only the Official Receiver or an...
- Section 438 - Functions and powers of Official Receiver in relation to office of liquidator
(1) Subsections (2) to (7) have effect, subject to section 441 when the Court makes an order for the company to be liquidated.
(2) The Official Receiver becomes the liquidator of the company and...
- Section 439 - Power of Official Receiver to appoint liquidator in certain cases
(1) In the case of a liquidation ordered by the Court, the Official Receiver (being the liquidator) may, at any time, appoint a qualified person as liquidator instead.
(2) If meetings are held in...
- Section 440 - Creditors' choice to prevail if meetings of creditors and contributors nominate different liquidators
(1) If a company is being liquidated by the Court and separate meetings of the company's creditors and the company's contributories are convened for the purpose of choosing a person to be liquidator...
- Section 441 - Appointment of liquidator by the Court following administration or voluntary arrangement
(1) If a liquidation order is made immediately on the appointment of an administrator ceasing to have effect, the Court may appoint as liquidator of the company the person whose appointment as...
- Section 442 - Creditors' meeting may appoint liquidation committee
(1) If, after a liquidation order has been made, separate meetings of creditors and contributories have been convened for the purpose of choosing a person to be liquidator, those meetings may...
- Section 443 - General functions of liquidator when company is liquidated by the Court
(1) The functions of the liquidator of a company that is being liquidated by the Court are—
(a) to ensure that the assets of the company are realised and distributed to the company's creditors;...
- Section 444 - Liquidator to assume control of company's property when liquidation order made
When—
(a) a liquidation order has been made; or
(b) a provisional liquidator has been appointed, in respect of a company, the liquidator or the provisional liquidator shall assume control of all the...
- Section 445 - Company's property to vest in liquidator
(1) When a company is being liquidated by the Court, the Court may, on the application of the liquidator, by order direct all or any part of the property belonging to the company or held by trustees...
- Section 446 - Duty of liquidator to convene final general meeting of company's creditors
(1) If, in the case of a company that is being liquidated by the Court, the liquidator (not being the Official Receiver) is satisfied that the liquidation of the company is for all practical purposes...
- Section 447 - Power of the Court to stay liquidation
(1) On the application of the liquidator, the Official Receiver or any creditor or contributory, and on proof to the satisfaction of the Court that all proceedings in the liquidation ought to be...
- Section 448 - Settlement of list of contributories and application of assets
(1) As soon as practicable after making a liquidation order, the Court shall—
(a) settle a list of contributories, with power to rectify the register of members in all cases in which rectification is...
- Section 449 - Recovery of debts due from contributory to company
(1) At any time after making a liquidation order, the Court may make an order in respect of any contributory who is for the time being on the list of contributories requiring the contributory to pay,...
- Section 450 - Power of the Court to make calls from contributories
(1) At any time after making a liquidation order, and either before or after the Court has ascertained the sufficiency of the company's assets, it may—
(a) make calls on all or any of the...
- Section 451 - Power of the Court to order money due to company to be paid into Central Bank
(1) The Court may order any contributory, purchaser or other person from whom money is due to the company to pay the amount due into the Central Bank of Kenya to the account of the liquidator instead...
- Section 452 - Order made by the Court against contributory to be conclusive evidence that money ordered to be paid is due
(1) An order made by the Court on a contributory is conclusive evidence that any money appearing to be due or ordered to be paid by the contributory is due.
(2) Subsection (1) is subject to the...
- Section 453 - Power of the Court to fix deadlines for proving claims
The Court may fix deadlines by which creditors are required to prove their debts or claims or are to be excluded from the benefit of any distribution made before those debts are proved.
- Section 454 - Court to adjust rights of contributories
The Court shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled to it.