SUMMARY NOTE

• Overview
• Procedures
• Notice of resolution
• Advertisement of voluntary winding up
• Notice of appointment of liquidator
• Return of final meeting and dissolution in a members’ voluntary winding-up
• Dissolution of company by the Registrar.

Overview

In Zanzibar, the procedures for a Members’ Voluntary Winding Up of a company are generally governed by the Companies Act No 15 of 2013 and Companies regulations, 2017, which outlines how a company can voluntarily wind up its affairs. Here are the main steps to follow:

1.Notice of resolution of voluntary winding up

Directors must first convene a meeting and pass a resolution recommending that the company be wound up voluntarily.

2.Advertisement of voluntary winding up in some newspapers circulating in Zanzibar

The company must also issue a notice in the Government Gazette and a newspaper circulating in Zanzibar, announcing the winding-up and inviting creditors to submit their claims.

3.Notice of appointment of liquidator:

Liquidator shall, within fourteen days after his appointment, deliver to the Registrar for registration a notice of his appointment in the Form No. 14, and publish in the Gazette and some newspaper circulating in Zanzibar, a notice of his appointment in the Form No. 15.

Liquidator’s Duties:

• Settle any outstanding company debts.
• Sell company assets and distribute the proceeds to members after creditor claims are settled.
• Prepare an account of the winding-up process for members’ approval.
• File necessary documents with the Registrar of Companies.

4.Return of final meeting and dissolution in a members’ voluntary winding-up

The, liquidator shall make a return of final meeting in a members’ voluntary winding-up in the Form No. 17

5.Dissolution of company by the Registrar.

The Registrar on receiving the account and     either   the returns, as provided under section 234(3) of the Act, shall forthwith register them, and        on the expiration of three months from the registration of     the return the company shall deem to be dissolved.

Disclaimer: This article is authored by Faridi Bakari Chambali, from Rive & Co, a new and innovating law firm as a result of the partnership between ABC Attorneys, Stallion Attorneys and Sepia Attorneys, built on the foundation of trust, credibility, and novelty, offering expert legal solutions. This Article is for informational purposes only and should not be construed as legal advice. It is recommended to consult with a qualified legal professional for advice specific to your situation.