There is no prescribed number of members, but it should be representative of both creditors and contributories. The function of the committee is to assist and supervise the acts of the liquidator. (j) Dissolution If the winding up continues for more than a year, the liquidator must file progress reports with the registrar at such intervals as the court may prescribe s.333. When the winding up is complete the liquidator may either: (a) apply to the court for an order dissolving the company, and file a copy of the order with the registrar within 14 days s.269: the dissolution operates from the date of the order, but the court may declare it void at any time within two years s.352; or (b) apply to the registrar to strike the company's name off the register as being defunct 5338: the registrar will then strike off the company's name two years after the release of the liquidator by three months' notice to the O.R. and in the Gazette . (k) Defunct Companies A company may be dissolved under s.338 without winding up if the registrar has reasonable cause to believe it is defunct: The procedure is: (a) registrar writes to company asking if it is still in operation
41 (b) if no reply within one month, the registrar sends registered letter within next 14 days warning that company will be struck off if no reply within one month (c) if no reply, notice to company and in Gazette that company will be struck off after three months unless cause shown (d) company struck off the notice to effect in Gazette : dissolution from date of notice (e) to protect members and creditors, the liability of every office and member continues as if the company had not been dissolved, and the court can wind up the company notwithstanding that it has been struck off: moreover on the application of any member, creditor or of the company, the court may within ten years order restoration to the register whereupon the company is deemed to have continued in existence as if its name had never been struck off. (l) Resolution For Voluntary Winding Up A company may be put into voluntary liquidation: i. by ordinary resolution: where any period fixed for the duration of the company has expired or any event upon which the company is to be dissolved has happened; ii. by special resolution: for any reason whatsoever. s.271; The resolution must be advertised in the Kenya Gazette and in a newspaper within 14 days s.272, and the winding up is deemed to commence from the passing of the resolution s.273. (m) Effect of Resolution The consequences of the resolution to wind up are: i. the company must cease to carry on its business except so far as is necessary for the beneficial winding up thereof s.274 ii. the corporate state and powers of the company continue until it is dissolved s.274, iii. a transfer of shares without the liquidators's sanction and any alteration in the status of the members is void s.275,
42 iv. there is no automatic stay of proceedings against the company, but the court has a discretion to do so on the application of the liquidator or a creditor or contributory s.301 v.