The winding-up of a company in DMCC (Liquidation) shall be made in accordance with these regulations as if the company were a limited liability company formed pursuant thereto, with the exception that all rights and responsibilities vested in the competent authority there under shall instead be vested in the authority and all references to the commercial register shall be to the register maintained by the authority.
DMCC Liquidation – Application of this Regulation
DMCC Liquidation regulation applies to the winding up of a company which has no liabilities or which is able to discharge its liabilities in full within six months after the commencement of the winding up and such a winding up is a summary winding up.
DMCC Liquidation : Procedure
DMCC liquidation : The company may be wound up(liquidation) under this Regulation by making a statement of solvency in accordance with Regulation below:
- by passing, within 28 days after the statement has been signed by each of the directors of the company, a Resolution that the company be wound up summarily; and
- by delivering to the Legal Registrar, within 21 days after the Resolution has been passed, a copy of it together with the statement.
A statement of solvency shall be signed by each of the directors and state that, having made full inquiry into the company’s affairs, each of them is satisfied:-
- that the company has no assets and no liabilities; or
- that the company has assets and no liabilities; or
- that the company will be able to discharge its liabilities in full within six months after the commencement of the winding up, as the case may be.
Commencement of summary winding up – DMCC liquidation
- A summary winding up under which assets of the company are to be distributed commences on the passing of the Resolution for summary winding up.
Effect on status of company
- After the commencement of a summary winding up of a company which has assets the corporate state and capacity of the company continue until the company is dissolved but, from the commencement of the winding up, its powers shall be exercised only so far as may be required for the realization of the assets of the company, the discharge of any liabilities of the company and the distribution of its assets in accordance with Regulation
Appointment of liquidator for DMCC liquidation
- The creditors and the company at their respective meetings mentioned in Regulation 184.108.40.206. may nominate a person to be Liquidator for the purpose of the winding up.
- Where a creditors’ meeting is called in accordance with Regulation (H), the person nominated to be liquidator in the notice calling the meeting shall be deemed, for the purposes of this Regulation, to have been nominated as aforesaid by the company.
- The person nominated by the creditors, or if no person is nominated by the creditors, the person nominated, or deemed to have been nominated, by the company is appointed liquidator with effect from the conclusion of the creditors’ meeting.
- In the case of different persons being nominated, a director, member or shareholder or creditor of the company may, within seven days after the date on which the nomination was made by the Creditors, apply to the legal Registrar for an order either:-
- directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors; or
- appointing some other person to be liquidator instead of the person nominated by the creditors.
- A liquidator appointed under this Regulation shall within 14 days after his appointment give notice thereof signed by him to the Legal Registrar and to the creditors.
- A liquidator who fails to comply with Regulation omits an offence and may be liable to pay a fine in accordance with the Fines Tariff set out in the Free Zone Rules and Regulations.