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Question

Members’ voluntary winding-up and
voluntary winding-up by company
A members’ voluntary winding-up and a voluntary windingup
by the company can take place only if the company is
able to pay its debts in full. Before the process can proceed
security must be furnished to the satisfaction of the
Master for paying the debts of the company within 12
months from the beginning of the winding-up; or
the Master must dispense with such security. The
Master may do this only upon receiving an affidavit by
the directors of the company that it has no debts and
a certificate by the auditor of the company (or if the
company does not have an auditor, a person meeting
the requirements for appointment as auditor) that, to
the best of his knowledge and belief, and according to
the records of the company, it has no debts (s 350(1);
s 80(3) of the 2008 Act).
A members’ voluntary winding-up or a voluntary winding-up
by the company may be resorted to for various reasons: for
example, the purpose for which the company was formed
may have been fulfilled, or the members responsible for
running the company may no longer be on amicable terms.The procedure is simpler and quicker than a winding-up by
the court or a creditors’ voluntary winding-up. The
members control the process throughout: creditors do not
prove their claims or hold meetings.
Although the notion of an insolvent company under
members’ voluntary winding-up may seem strange, it is still
possible for a factually or commercially insolvent company
to arrange security for the full payment of its debts.
The provision for voluntary winding-up by special
resolution of shareholders cannot be excluded from a
company’s articles of association. A court will not interfere
with the exercise by the requisite majority of shareholders
of the right to resolve that the company be voluntarily
wound up (National Union of Leather Workers v Barnard
and Perry NNO 2001 (4) SA 1261 (LAC) 1267).

Answer 1

A members' voluntary winding-up and a voluntary winding-up initiated by a company can only occur if the company is capable of settling all its debts in full. Prior to starting the winding-up process, the company must provide security that satisfies the Master to cover all debts within a year from the start of the winding-up; alternatively, the Master can waive this requirement. To do so, directors must submit an affidavit confirming there are no debts, along with a certificate from an auditor or qualified individual affirming, to the best of their knowledge and based on company records, that no debts exist (s 350(1); s 80(3) of the 2008 Act).

Members' voluntary winding-up or voluntary winding-up by the company can be pursued for various reasons, such as fulfilling the company’s purpose or disagreements among the members. This procedure is more straightforward and faster than either a court-ordered winding-up or a creditors’ voluntary winding-up, as members manage the process without creditor involvement in proving claims or convening meetings.

Although the concept of an insolvent company undergoing a members' voluntary winding-up may seem unusual, it is still feasible for such a company to secure the necessary funds to pay off its debts. Notably, the ability to implement a voluntary winding-up via a special resolution by shareholders is a mandatory provision that cannot be excluded from the company's articles of association, and courts typically do not intervene in the decision made by a sufficient majority of shareholders to wind up the company voluntarily (National Union of Leather Workers v Barnard and Perry NNO 2001 (4) SA 1261 (LAC) 1267).