Winding up is defined in the strictest sense of the word, the process of management removing

directors from a company, when the assets of a company are realized, the proceeds obtained from
realization is used to pay the debts of the company and the remainder of the proceeds is returned
to the member of the company.
Companies Act (2004) and the rules for winding up is essentially responsible for governing the
process of winding up. The determination of which category the process of winding up is defined
by the reason for winding up and who is the instigating party and solvency of a company.
According to the Company Act Section 214 (1) the winding up of a company may be either by
the court, voluntary or subject to supervision of the court.
Winding up by the court is different from winding up subjected to the supervision of the court. In
the process of winding up that is subjected to the supervision of the court, the court only
supervises the winding up the procedure. The process of winding up subjected to the supervision
of the court may be based on either voluntary winding up or where there is compulsory winding
up subject to supervision of the court. Under both modes of winding up, reasons may be as
follows:

By passing a special resolution

Failure to commence the business
The CA Section 220 (a) states where company is unable to pay its debts (creditors owed
in excess of JA$500,000)

According to Section 222 (2) of the Companies Act states where a company is being wound up
voluntarily or subject to supervision, a winding up petition may be presented by the Trustee as
well as by any other person authorized in that behalf under the other provisions of this section,
but the court shall not make a winding up order on the petition unless it is satisfied that the

voluntary winding up or subject to supervision cannot be continued with due regard to the
interests of the creditors or contributories.
Where the procedure begins as voluntary winding, a petition for winding up is filed by a creditor,
contributory, the company by passing a special resolution or liquidator to the court. The court
may then make an order that the winding up may continue subjected to the supervision of the
court. Winding up by the supervision of the court is as a result of specific reasons stated above;
the court may apply special terms and conditions that it deems suitable to the rest of the
proceedings. The petition acts as an instrument which gives authority to the court by means
similar to those under Winding up of the court. This is elaborated in Section 305 of the
Companies Act 2004.
Section 304 of the Companies Act Jamaica 2004 speaks to winding up subjected to the
supervision of the court. It states that when a company has passed a resolution for voluntary
winding up, the court may make an order that the voluntary winding up shall continue but
subject to such supervision of the court and with such liberty for creditors, contributories or
others to apply to the court and generally on such terms and conditions, as the court thinks just.
According to section 307 of the companies act (2004) it states that the court has the power to
appoint and remove liquidators where an order is made for winding up subjected for the
supervision of the court. A liquidator that is appointed by the court under this section must follow
guidelines as if he had been duly appointed in accordance with liquidators in a voluntary winding
up therefore he shall have the same power, be subjected to the same obligation and in all respect
stand in the same position.

Where there is an order made for winding up subjected to the supervision of the court, the
liquidator may, subject to any restrictions that is imposed by the court, exercise his power
without sanction or intervention of the court in a manner as if the company were being wound up
altogether voluntarily as stated in section 308 of the companies act.
In accordance with section 305 of the companies act, a petition for the continuance of voluntary
winding up subjected to the supervision of the court shall, for the purpose of giving jurisdiction
to the court over actions, be deemed to be a petition for winding up by the court.
After the petition is passed a copy of the winding up order is sent by the company to the
Registrar of Companies.
The liquidator then takes all property previously referred to in Sections 225 and 226 of the
Companies Act. Since the liquidator can now legally exercise power, he or she then makes a
decision regarding what the company is or appears to be entitled.
The Liquidator must call a meeting of company all creditors where company is unable to pay its
debts within the stated period.
After the company has been wound up, the liquidator must then make up an account of the
winding up. This account must consist of the procedures conducted during the winding up, all
disposals of property stated with regard to section 225 and 226. This is then outlaid for
explanation to the parties that filed the petition.
According to Section 306 application of sections 225 and 226 apply to winding up the company.
Section 225 states in a winding up by the Court, any disposition of the property of the company,
including things in action, and any transfer of shares, or alteration in the status of the members of

the company, made after the commencement of the winding up, shall, unless the Court otherwise
orders, be void.
Section 226 states where any company is being wound up by the Court, any attachment,
sequestration, distress, or execution put in force against the estate or effects of the company after
the commencement of the winding up shall be void to all intents.
The meeting previously mentioned must be called by advertisement in the Gazette and in one
daily newspaper printed and circulated in the island. This advertisement should specify the time
and place and the purpose of the meeting. This should be done in advance by the least a month.
One week prior to the meeting a copy of the account and a return of the holding of the meeting
but if no quorum was present at the meeting, the liquidator shall send a copy of the account and a
return that the meeting was duly summoned but no quorum was present.
Finally, the registrar shall register the account and returns and 3 months after registration, the
company shall therefore be dissolved unless there is a court order extending the date.