Companies Act (Cap. 386), article 268

268. (1) When it is proposed to dissolve and wind up a company voluntarily, in accordance with article 214(1)( b), the directors of the company, or in the case of a company having mo re than two directors, the majority of the directors, may, at a me eting of the directors make a declaration to the effect that they hav e made a full inquiry into the affairs of the company, and that, havin g so done, they have formed the opinion that the company will be abl e to pay its debts in full within such period not exceeding twelv e months from the date of dissolution as may be specified in the declaration. (2) A declaration made in accordan ce with sub-article (1) shall have no effect for the pur poses of this Act unless - (a) it is made within the mon th immediately preceding the date of the passing of the resolution for dissolution and consequential voluntary wi nding up of the company and is delivered to the Registrar for registration together with the notice of t he said resolution pursuant to article 265(1); and (b) it contains a statement of the company’s assets and liabilities made up to a date not earlier than the date of the declaration by more than three months. (3) When the court has ordered that the company be wound up voluntarily by virtue of the provisions of article 214(3), the court shall, before making the winding up order require the directors of the company to make the declaration referred to in sub-article (1) within such time as it may establish and the provisions of sub- article (1) and of sub-article (2)( b) shall apply accordingly. (4) Any director of a company ma king a declaration under this article without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period specified in the declaration, shall be guilty of an offence and liable on conviction to a fine ( multa ) of not more than forty-six thousand and five hundred and eighty-seven euro (€46,587), or to imprisonmen t for 172 CAP. 386.] COMP ANIES a term not exceeding three years, or to both such fine ( multa ) and imprisonment; and if the debts of the company are not paid or provided for in full within the period stated in the declaratio n, it shall be presumed, until the contrary is shown that the directo r did not have reasonable gr ounds for this opinion. (5) A winding up in relation to which a declaration has been made and delivered in accordance with this article is in this A ct referred to as "a members’ volunta ry winding up", and a winding up in relation to which a declaration has not been made and delivered as aforesaid is in this Act referred to as "a credito rs’ voluntary winding up". Chapter II - Provisions app licable to a members’ voluntary winding up Provisions applicable to a member’s voluntary winding up.