Companies Act (Cap. 386), article 214

214. (1) A company shall be dissolved and consequently wound up in the following cases - (a) the company has by extraordinary resolution resolved that the company be dissolved and consequently wound up by the court; (b) the company has by extraordinary resolution resolved that the company be dissolved and consequently wound up voluntarily. (2) In addition to the modes of dissolution referred to in sub- article (1) - (a) a company may be dissolved and wound up by the court in the fo llowing cases - (i) if the business of the company is suspended for an uninterrupted period of twenty-four months; (ii) the company is unable to pay its debts; and (b) a company shall be dissolved by the court in the following cases - (i) the number of members of the company is reduced to below two and remains so reduced for more than six months: Provided that this paragraph shall not apply to single member compani es specified in article 212(3); (ii) the number of directors is reduced to below the minimum prescribed by ar ticle 137 and remains so reduced for mor e than six months; (iii) the court is of the opinion that there are grounds of sufficient gravity to warrant the dissolution and consequent winding up of the company; (iv) when the period, if any, fixed for the duration of the company by the memorandum or articles expires, or the event occurs, if any, on the occurrence of which the m emorandum or articles provide that the company is to be wound up, and the company in general meeting has not before such expiry or event passed a resolution to be wound up voluntarily. (3) In the cases of dissolution falling within sub-article (2)( b), the court shall, at its discretion, determine whether the compa ny shall be wound up by the court or voluntarily: COMP ANIES [CAP. 386. 149 Provided that for the purposes of sub-paragraphs (ii) and (iv) of the said paragraph ( b), the court at its discretion and upon good cause being shown may, and for the purposes of sub-paragraph (i) of the same paragraph, the court shall, before ordering the dissolution of the company, allow a period of time not exceeding thirty days, within which the company may remedy the default and upon proof being submitted to it that any such default has been remedied, the court sh all not order the company’s dissolution. (4) Where a company continues carrying on business without having at least two members beyond the period of six months referred to in sub-article (2)(b)(i), a person who, for the whole or any part of the period that the company carries on business aft er the said six months, is a member of the company and knows that it i s carrying on business with only one member, shall be held unlimitedly and jointly and severally liable with the company f or all the obligations contracted by the company for the whole per iod or as the case may be, that part of it, from the lapse of the s ix months until the dissolution of the company or until such time as the default is remedied by the company in accordance with the proviso to sub-article (3). (5) For the purposes of sub-article (2)( a)(ii), a company shall be deemed to be unable to pay its debts - Cap. 12. (a) if a debt due by the company has remained unsatisfied in whole or in part after twenty-four weeks from the enforcement of an executive title against the company by any of the executive acts specified in article 273 of the Code of Organization and Civil Procedure ; or (b) if it is proved to the satisfaction of the court that the company is unable to pay its debts, account being taken also of contingent and prospective liabilities of the company. (6) Where a company has passed a resolution in accordance with sub-article (1)( a), it shall be required to give the notice specified in article 265(1) and s ub-article (2) thereof shall a pply. (7) For the purposes of this Title, a company shall be wound up by the court if it is wound up in accordance with the provision s of Sub-Title I of this Title; and a company shall be wound up voluntarily if it is wound up in accordance with the provisions of Sub-Title II of this Title. Simplified dissolution procedure. Added by: XVIII.2025.32.