Acts Online
GT Shield

Companies Act, 1973 (Act No. 61 of 1973)

Chapter XIV: Winding-up of Companies

General Provisions Affecting all Windings-up

363. Directors and others to submit statement of affairs

 

 

1) Where it is intended to pass a resolution for a creditors' voluntary winding-up of a company, the directors of that company shall make out or cause to be made out, in the prescribed form, a statement as to the affairs of the company and lay it before the meeting convened for the purpose of passing such a resolution.

 

2) Where an order for the winding-up of a company has been made by the Court-
a) the persons who at the time of the winding-up order were directors and officers of the company; and
b) such persons who have been directors or officers of the company or who participated in its formation, at any time within one year before the winding up order, as may be required to do so by the Master, shall make out or cause to be made out, in the prescribed form, such statement as to the affairs of the company and lodge two certified copies thereof with the Master within fourteen days from the date of the winding-up order in question or within such extended time as the Master or the Court may for special reasons appoint.

 

3) The Master may exempt any person referred to in subsection (2) from the obligation to comply with the requirements of that subsection if such person satisfies him by affidavit that he is unable to make out or cause to be made out or to verify such statement as to the affairs of the company concerned.

 

4) The statement as to the affairs of a company referred to in subsection (1) or (2)-
a) shall contain such matter and be in such form as prescribed including particulars of the company's assets, debts, liabilities (including contingent and prospective liabilities), any pending legal proceedings by or against it, the names, addresses and nature of the businesses of its creditors, the security held by each of them, the dates when each of the securities was given and, in the case of such a statement under subsection (2), such further information as the Master may require; and
b) shall be verified by affidavit by each of the persons referred to in subsection (1) or (2) and such verifying affidavit shall be annexed to the said statement.

 

5) The Master shall transmit a copy of any statement as to the affairs of a company lodged with him in terms of this section to the liquidator on his appointment.

 

6) Any person shall be entitled by himself or his agent, on payment of the prescribed fee, to inspect or apply for a copy of or an extract from any statement as to the affairs of a company lodged with the Master in pursuance of this section.

 

7) Any person who is required to make or cause to be made any statement as to the affairs of a company in terms of this section, shall be paid by the Master, out of the assets of the company, such costs and expenses incurred by him in respect of the preparation and making of such statement as the Master may consider reasonable.

 

8) Any person who fails to comply with any requirement of subsection (1), (2) or (4) shall be guilty of an offence.