Companies Act 2007 · As enacted · Part XII · Winding Up
324. Statutory declaration of solvency in case of proposal to wind up voluntarily
Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.
Official translationFrom Department of Government Printing, unchanged
Where it is proposed to wind up a company voluntarily, the directors of the company or in the case of a company having more than two directors the majority of the directors may at a meeting of the directors, make a statutory declaration to the effect that they have made a full inquiry into the affairs of the company and that they are of the opinion that the company will be able to pay its debts in full within such period not exceeding twelve moths, from the date of commencement of the winding up as may be specified in the declaration.
A declaration made under the provisions of subsection (1) shall have no effect for the purposes of this Act, unless—
it is made within the five weeks immediately preceding the date of the passing of the resolution for winding up of the company and is delivered to the Registrar for registration by that date; and
it embodies a statement of the company’s assets and liabilities as at the latest practicable date before the making of such declaration.
A winding up in the case of which a declaration has been made and delivered in accordance with the provisions of this section, is in this Act referred to as “a shareholders’
voluntary winding up”, and a winding up in the case of which a declaration has not been so made and delivered, is in this
Act referred to as “a creditors’ voluntary winding up”.
PROVISIONS APPLICABLE TO A SHAREHOLDERS’ VOLUNTARY WINDING UP
Part XIII
Administrators Appointment of Administrator
Part XIV
Floating Charges
Part XV
Receivers and Managers
Part XVI
Registrar-General of Companies and Registration Appointment of Officers
Part XVII
Application of Act to Existing Companies
Part XVIII
Overseas Companies
Part XIX
Advisory Commission
Part XX
Companies Disputes Board
Part XXI
Offences Miscellaneous Offences
Part XXII
Miscellaneous Prohibition of Partnership with More Than Twenty Members
Part XXIII