CORPORATE

Corporate Insolvency INSOLVENCY

and Restructuring AND
Act, 2020 Act 1015
RESTRUCTURING ACT, 2020

ARRANGEMENT OF SECTIONS

Section

Preliminary Provisions
1. Purpose of this Act
2. Period of administration
Appointment of Administrator
3. Appointment of administrator
4. Appointment of one or three administrators
5. Remuneration of administrator
6. Vacancy in office of administrator
7. Resignation and removal of administrator
8. Appointment of administrator to fill vacancy
9. Creditors to consider appointment of replacement administrator
Effect of Appointment
10. Role of administrator
11. Powers of administrator
12. Effect on company officers
13. Effect on employees
14. Effect on dealing with property of company
15. Effect on transfer of shares
16. Investigation of affairs of company
17. Statement of directors
18. Right to obtain documents and information
19. Report by administrator
20. Administrator to call meetings of creditors
21. First meeting of creditors
22. Functions of committee of creditors
23. Membership of committee of creditors
24. Watershed meeting
25. Power of Court regarding meeting of creditors
26. Pooled property owners
27. Adjournment of watershed meeting
28. Decisions at watershed meeting
29. Proposed agreement not fully1 approved
Act 1015 CorporateCORPORATE INSOLVENCY
Insolvency and Restructuring AND
Act, 2020
RESTRUCTURING ACT, 2020

Protection of Property of Company

30. Unenforceable charge
31. Recovery of property
32. Proceedings in Court
33. Enforcement process
34. Duties of court officer in relation to property of company
35. Liability of director or relative
Rights of Secured Creditor
36. Interpretation
37. Leave to enforce security
38. Recovery of property before administration
Restructuring Officer
39. Restructuring officer
40. Vacancy in the office of restructuring officer
41. Remuneration of restructuring officer
42. Sale of shares by restructuring officer
Restructuring Agreement
43. Application of sections 44 to 59
44. Preparation and content of restructuring agreement
45. Execution of restructuring agreement
46. Procedure if restructuring agreement not fully approved
47. Acts of creditor
48. Failure of company to execute restructuring agreement
49. Persons bound by restructuring agreement
50. Extent to which restructuring agreement binds creditors
51. Prohibited acts
52. Enforcement of charge or recovery of property
53. Effect of restructuring agreement on debts of the company
54. Court ruling on validity of restructuring agreement
55. Variation of restructuring agreement by creditors
56. Termination of restructuring agreement
57. Termination of restructuring agreement by Court
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 CORPORATE INSOLVENCY
Corporate Insolvency ANDAct, 2020
and Restructuring Act 1015
RESTRUCTURING ACT, 2020

58. Meeting of creditors to consider proposed variation or termination

of restructuring agreement
59. Termination of restructuring agreement by creditors
Liability of Administrator
60. Acts of administrator
61. Liability for debt
62. Non-use notice
63. Indemnity of administrator
Power of the Court
64. General powers of Court
65. Order to protect creditor during administration
66. Validity of appointment of administrator or restructuring officer
67. Application by administrator or restructuring officer to Court for
directions
68. Supervision of administrator or restructuring officer
69. Order to remedy default
70. Power of Court to make order in relation to vacancy in the office
of administrator or restructuring officer
71. Prohibition order against an administrator or restructuring officer

Notices
72. Notice of appointment
73. Notice of execution of restructuring agreement
74. Notice of failure to execute restructuring agreement
75. Notice of termination by creditors of restructuring agreement
76. Notice of administration
77. Notice of change of name
78. Effect of contravention of sections 72 to 77
Commencement of Official Liquidation
79. Purpose of sections 80 to 149
80. Appointment of liquidator for company in administration
81. Modes of winding-up
82. Procedure on resolution
83. Procedure on petition to the Registrar

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Act 1015 CORPORATE
Corporate Insolvency and INSOLVENCY
Restructuring Act,AND
2020
RESTRUCTURING ACT, 2020

84. Procedure on petition to the Court

85. Procedure on conversion from private liquidation to official
winding-up
86. Procedure on conversion from administration to official winding-up
87. Stay of proceedings
88. Costs of application for liquidation
Effect of Commencement of Official Liquidation
89. Period of commencement
90. Cessation of functions of directors
91. Cessation of business of company
92. Custody of property of company
93. Prohibition of civil proceedings
94. Transfer of shares on commencement of winding-up
The Liquidator
95. Nomination and appointment of liquidator by creditors of a company
96. Status of the liquidator in an official winding-up
97. Powers of the liquidator in an official winding-up
98. Delegation of functions
99. Powers of the Court
100. Liquidation Fund
General Duties of Liquidator in Administration of Property of Company
101. Collection of debts
102. Vesting property in liquidator
103. Realising assets
104. Verifying debts ranking for dividends
105. Set-off
106. Amendment of admitted proof of debt
107. Classification and priority of debt
Investigation into the Affairs of the Company
108. Statement of affairs
109. Settlement of list of contributories
110. Rectification of register of members
111. Proof of debt
112. First meeting of creditors after appointment of liquidator
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 CORPORATE INSOLVENCY
Corporate Insolvency ANDAct, 2020
and Restructuring Act 1015
RESTRUCTURING ACT, 2020

113. Consulting creditors and members

114. Committee of creditors
115. Examination by Court
116. Application to Court for inquiry into the conduct of persons in
relation to company
117. Order against fraudulent or delinquent persons
118. Penalty for carrying on business with intent to defraud
119. Duty of director to prevent insolvent trading
Assets Available for Winding-up
120. Property in the custody or under the control of the liquidator
121. Repayment by preferred creditors
122. Restoration of property
123. Reversal of transactions
124. Payment by money-lenders
125. Avoidance of assignment and floating charges
126. Call on contributories
127. Sums to be credited to Official Account of the company
Distribution of Assets
128. Disclaimer
129. Fees and outgoings
130. Dividends to creditors
131. Distribution to members
132. Disposal of unclaimed assets
133. Payment out of Official Account of Company and Fees Account
Termination of Proceedings
134. Order to terminate proceedings
135. Dissolution of company
136. Disposal of books and papers of company on dissolution of the
company
137. Restoration of company
Supplementary Provisions on Official Liquidation
138. Stay of winding-up proceedings
139. Arrest of person who impedes winding-up proceedings
140. Offences
141. Prosecution of fraudulent or delinquent persons
142. Inspection of records of company
143. Notification of liquidation
144. Exemption from stamp duty

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Act 1015 CORPORATE
Corporate Insolvency and INSOLVENCY
Restructuring Act,AND
2020
RESTRUCTURING ACT, 2020

Official Liquidation of Other Bodies Corporate

145. Winding-up of other bodies corporate
146. Exclusion of certain bodies corporate
147. Application to foreign bodies corporate
148. Winding-up by the Court
149. Grounds for winding-up of foreign bodies corporate
Cross-Border Insolvency
150. Cross-border insolvency proceedings
151. Scope of application
152. Rules and procedure
Regulation of Insolvency Services
153. Establishment of Insolvency Services Division
154. Meaning of insolvency practitioner
155. Qualifications of insolvency practitioner
156. Acting as an insolvency practitioner without qualification
157. Persons disqualified from acting as administrators
158. Conduct and performance of insolvency practitioners
159. Application to Court by Registrar
160. Prohibition order against an insolvency practitioner
161. Register of insolvency practitioners
162. Disclosure to and consultation with Registrar
163. Appointment of one or three insolvency practitioners
164. Qualified privilege in respect of proceedings for defamation
Agreements
165. Netting agreement
166. Enforcement of netting agreement
Miscellaneous Matters
167. Regulations
168. Guidelines
169. Interpretation
170. Repeal and savings
171. Transitional provisions
SCHEDULE
Cross-Border Insolvency Proceedings

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 Corporate Insolvency and Restructuring Act, 2020 Act 1015

REPUBLIC OF GHANA

THE ONE THOUSAND AND FIFTEENTH

ACT
OF THE PARLIAMENT OF THE REPUBLIC OF GHANA
ENTITLED
CORPORATE INSOLVENCY AND RESTRUCTURING ACT,
2020
AN ACT to provide for the administration and official winding-up of
insolvent companies and other bodies corporate and for related
matters.
DATE OF ASSENT: 30th April, 2020.
PASSED by Parliament and assented to by the President
Preliminary Provisions
Purpose of this Act
1. (1) The purpose of this Act is to provide a legal regime for
(a) the administration of the business, property and affairs of
a distressed company in a manner that provides an
opportunity for the company to as much as possible
continue in existence as a going concern;
(b) the temporary management of the affairs, business and
property of a distressed company;
(c) the placing of a temporary freeze on the rights of creditors
and other claimants against a distressed company;

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Act 1015 Corporate Insolvency and Restructuring Act, 2020

(d) the development and implementation of a restructuring plan

which results in a better return for the creditors and
shareholders of the company that would result from the
immediate winding-up of a distressed company;
(e) the official liquidation of a body corporate;
(f) cross-border insolvency;
(g) the regulation of insolvency services; and
(h) netting agreements.
(2) A company shall be placed in administration or restructuring if
(a) the company is unable to pay the debts or current obligations
of the company as the debts or obligations fall due even if
the total assets of the company exceed the total liabilities of
the company; or
(b) the company has a negative net worth.
(3) Subsection (1) does not apply to companies carrying on the
business of banking, insurance or any other business which is subject to
special legislation, except where the special legislation does not provide
for a rescue provision.
Period of administration
2. (1) The administration of a company begins when an administrator
is appointed.
(2) The administration of a company ends when
(a) a restructuring agreement is executed by the company and
the restructuring officer;
(b) the creditors of the company resolve that the administration
should end;
(c) the creditors of the company appoint a liquidator by a
resolution passed at a watershed meeting; or
(d) any of the circumstances set out in subsection (3) occurs.
(3) The administration of a company may end where
(a) the Court orders for the administration to end because the
Court is satisfied that the company is solvent, or that for
any other sufficient reason the administration should cease,
and the administration ends on the date specified in the
order or, if no date is specified, when the order is made;
(b) the convening period expires without a watershed meeting
having been held or without an application having been
made to extend the period;

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(c) an application is made to the Court to extend the convening

period, and the application is dealt with without the
convening period being extended;
(d) a watershed meeting ends without a resolution that the
company execute a restructuring agreement;
(e) the company fails to execute a proposed restructuring
agreement within the time permitted by subsection (2) of
section 45; or
(f) the Court appoints a liquidator.
(4) A company shall, from the commencement of administration,
suspend the business of the company except where the company is
required to do so for the beneficial administration of the company.
Appointment of Administrator
Appointment of administrator
3. (1) A person may be appointed as an administrator of a company.
(2) A person shall not be appointed as an administrator of a
company if that person is not qualified under section 155 to be an
insolvency practitioner.
(3) A person shall not be appointed as an administrator unless
(a) that person has consented in writing and has not withdrawn
the consent at the time of appointment; and
(b) the consent of that person has been filed with the Registrar.
(4) For the purposes of subsections (1), (2) and (3) which relate to
the appointment of an administrator, “a person” means a natural
person.
(5) An administrator may be appointed by
(a) the company;
(b) the liquidator, where the company is in liquidation;
(c) a person holding a charge over the whole or substantially
the whole of the property of the company or the receiver
appointed by that person; or
(d) the Court.
(6) Where a company is already in administration, an administrator
may be appointed only by
(a) the creditors, as a replacement administrator for an
administrator that the creditors have removed; or
(b) the appointer of the first administrator, if that administrator
has died, resigned or become disqualified.

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Act 1015 Corporate Insolvency and Restructuring Act, 2020

(7) A company may appoint an administrator where the directors

resolve that
(a) the company is insolvent or is likely to become insolvent in
the opinion of the directors voting for the resolution; and
(b) an administrator of the company must be appointed.
(8) A company shall not appoint an administrator if the company
is already in liquidation.
(9) The private liquidator of a company in a private liquidation
may appoint an administrator if the liquidator thinks that the company
is insolvent or is likely to become insolvent.
(10) The appointment shall be in writing and shall state the
(a) date of the appointment; and
(b) the grounds that indicate the likelihood of a company
becoming insolvent.
(11) A secured creditor or a receiver appointed by the creditor shall
not appoint an administrator where the company is already in liquidation.
(12) The Court may appoint an administrator on the application
of a creditor, the liquidator, if the company is in liquidation, the Registrar
or where the Court is satisfied that
(a) the company is or may become insolvent;
(b) the survival of the company and the assets as a going
concern are reasonably capable of being achieved in the
event of an administrator being appointed;
(c) a more advantageous realisation of the assets of the
company and any related company may be achieved than
on an immediate winding-up;
(d) the appointment of an administrator may achieve a more
advantageous realisation or a more expeditious settlement
of a duty or liability owed by any person to the company or
any related company; or
(e) it is just and equitable to do so.
(13) The appointment of an administrator shall not be revoked,
except where the administrator is removed by the Court or by the creditors.
Appointment of one or three administrators
4. (1) One or three persons may be appointed as administrators in any
case where this Act provides for the appointment of an administrator.
(2) Where one or three persons are appointed as administrators of
a company
(a) the functions of the administrator may be performed or
exercised by a majority of the administrators unless the
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 Corporate Insolvency and Restructuring Act, 2020 Act 1015

order, instrument or resolution that appoints the administrators

provides otherwise; and
(b) a reference in this Act to an administrator refers to the
administrator or administrators as the case requires.
Remuneration of administrator
5. (1) An administrator is entitled, with the approval of the committee
of creditors, to charge reasonable remuneration for performing duties
and exercising powers as an administrator.
(2) Where there is a disagreement on the remuneration of an
administrator, the Court may, on the application of an administrator,
an officer of the company, a creditor or a shareholder review or fix the
remuneration of the administrator at a level that is reasonable in the
circumstances.
Vacancy in office of administrator
6. The office of an administrator becomes vacant where the
administrator
(a) dies;
(b) resigns;
(c) becomes disqualified; or
(d) is removed by the Court or by creditors.
Resignation and removal of administrator
7. (1) An administrator may resign by giving written notice to the
company and to the appointer of the administrator.
(2) An administrator may be removed
(a) by the Court, on the application of a creditor, the liquidator
if the company is in liquidation or the Registrar;
(b) by a resolution of creditors passed at the first meeting of
the creditors; or
(c) by a resolution of creditors at a meeting convened to
consider whether to remove a replacement administrator.
(3) The creditors shall not remove an administrator by a resolution
passed at a meeting of creditors unless

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Act 1015 Corporate Insolvency and Restructuring Act, 2020

(a) a notice of the meeting to remove the administrator has

been given to the
(i) company, and
(ii) administrator not less than fourteen days before the
meeting at which the resolution is to be moved;
(b) the administrator has been given the opportunity to be heard
and, if desired, presents a written submission at the meeting;
(c) the resolution also appoints a new administrator; and
(d) the person named in the resolution as the new administrator
has, before the resolution is considered, tabled at the meeting
(i) a signed, written consent to act as administrator;
and
(ii) a statement of interest.
Appointment of administrator to fill vacancy
8. (1) The appointer of an administrator may appoint a person to fill
a vacancy where the office of the administrator becomes vacant
(a) by the death of the administrator;
(b) through the resignation of the administrator;
(c) on the disqualification of the administrator; or
(d) by removal of the administrator by the Court or creditors.
(2) The directors may, by resolution, appoint an administrator to
fill a vacancy.
Creditors to consider appointment of replacement administrator
9. (1) Unless a replacement administrator is appointed by the Court,
a replacement administrator shall convene a meeting of the creditors at
which the creditors may vote to remove the replacement administrator
and appoint another person in place of the replacement administrator.
(2) The meeting shall be held within seven days after the date on
which the replacement administrator is appointed.
(3) The replacement administrator shall convene the meeting by
(a) giving written notice of the meeting to the creditors of the
company; and
(b) publishing a notice of the meeting in a daily newspaper of
national circulation.

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 Corporate Insolvency and Restructuring Act, 2020 Act 1015

(4) The replacement administrator shall take the steps set out in
subsection (3) within two working days before the meeting.
(5) For the purpose of this section, “replacement administrator”
means the person who is appointed to fill a vacancy in the office of
administrator.
Effect of Appointment
Role of administrator
10.  (1) The administrator, in the course of the administration,
(a) shall have control of the business, property and affairs of
the company;
(b) is required to investigate the affairs of the company and
consider possible ways of salvaging the business of the
company in the interests of creditors, employees and
shareholders;
(c) shall carry on the business of the company and manage the
property and affairs of the company with the object of
salvaging the business of the company in the interests of
creditors, employees and shareholders;
(d) may terminate or dispose of the whole or part of the business
of the company, and may dispose of any of the properties
of the company; and
(e) may perform any other function, and exercise any other
power, that the company or any of the officers of the
company could perform or exercise if the company were not
in administration.
(2) The administrator shall file financial statements and report
with the Registrar and submit copies to the directors of the company for
each of the following periods:
(a) the period of six months or shorter as the administrator
may determine with effect from the date on which the
administrator was appointed;
(b) each subsequent period of six months during which the
administrator holds office; and
(c) the period between the latter period of the type referred to
in paragraph (b) and the date on which the administrator
vacates office.
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Act 1015 Corporate Insolvency and Restructuring Act, 2020

(3) The administrator shall file the financial statements and

report within twenty-eight days after the end of the period specified in
paragraphs (a), (b) or (c) of subsection (2).
(4) The financial statements and report shall be in the prescribed
form and shall show
(a) for each period, the receipts and payments of the administrator;
and
(b) for each period except the first, the aggregate of the receipts
and payments of the administrator since the day on which
the administrator was appointed.
(5) A payment made, transaction entered into, or any other
action taken, in good faith, by or with the consent of the administrator
of a company in administration
(a) is valid and effectual for the purpose of this Act; and
(b) shall not be set aside, if the company is placed in liquidation.
(6) For the purposes of this section, “administrator” includes a
restructuring officer.
Powers of administrator
11. (1) An administrator has the power to perform the functions and
discharge the duties of an administrator under this Act.
(2) Without limiting subsection (1), the power of the administrator
includes the power to
(a) begin, continue, discontinue and defend legal proceedings;
(b) carry on the business of the company to the extent necessary
for the administration; and
(c) appoint any other person to act on behalf of the administrator
pursuant to paragraph (a).
(3) An administrator is the agent of the company when performing
a function or exercising a power under subsection (2).
(4) For purposes of paragraph (a) of subclause (2), an administrator
shall sue in the name of the company.
Effect on company officers
12. (1) The appointment of an administrator does not result in the
removal of the directors of the company from office.
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 Corporate Insolvency and Restructuring Act, 2020 Act 1015

(2) A director of a company that is in administration shall not

exercise a power, perform a function, be responsible for managing the
affairs of the company or purport to do so as an officer of the company
except
(a) with the prior, written approval of the administrator; or
(b) as expressly permitted under this Act.
Effect on employees
13. (1) The appointment of an administrator does not automatically
terminate an employment agreement to which the company is a party.
(2) The administrator shall pay the wages or salary that has
accrued to an employee during the administration of the company as a
result of any contract of employment entered into by the company
before the appointment of the administrator unless the administrator
has given due notice of the termination of the contract within twenty-one
days after the appointment of the administrator.
(3) The Court may, on the application of the administrator,
extend the period of twenty-one days within which notice of termination
is to be given, on terms that the Court considers appropriate.
Effect on dealing with property of company
14. (1) A transaction or dealing by a company in administration or
by a person on behalf of the company, that affects the property of the
company is void unless the transaction or dealing was entered into
(a) by the administrator, on behalf of the company;
(b) with the prior written consent of the administrator; or
(c) in pursuance of an order of a Court.
(2) Subsection (1) does not apply to a payment made by a bank
(a) out of an account kept by the company with the bank;
(b) in good faith and in the ordinary course of the business of
the bank; and
(c) on or before the day on which the bank was notified in
writing by the administrator that the administration had
begun or before the bank had reason to believe that the company
was in administration, whichever was earlier.

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Act 1015 Corporate Insolvency and Restructuring Act, 2020

Effect on transfer of shares

15. (1) Subject to subsections (2) and (3), a person shall not
(a) transfer a share in a company in administration; or
(b) alter the rights or liabilities of a shareholder of a company
in administration.
(2) An administrator may consent to the transfer of a share in a
company in administration where the administrator is satisfied that the
transfer is in the best interests of the shareholders and creditors of the
company.
(3) The Court may make an order for
(a) the transfer of a share of a company in administration,
where the consent of the administrator has been sought
and the administrator has refused or failed to respond
within fourteen days; or
(b) the alteration of the rights and liabilities of a shareholder
in a company in administration.
Investigation of affairs of company
16. The administrator shall within twenty one days after the
administration of a company commences,
(a) investigate the business, property, affairs and financial
circumstances of the company; and
(b) form an opinion as to whether it will be in the interest of
the creditors for
(i) the company to execute a restructuring agreement;
(ii) the administration to end; or
(iii) a liquidator to be appointed.
Statement of directors
17. (1) After the appointment of an administrator, the directors shall,
within seven days, submit to the administrator, financial statements in
relation to the company including
(a) statement of financial position;
(b) statement of comprehensive income;
(c) statement of changes in equity;
(d) statement of cash flows; and
(e) description of significant accounting policies and explanatory
notes to the financial statements prepared in compliance
with International Financial Reporting Standards approved

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or adopted by the Institute of Chartered Accountants or

any other standards approved or adopted by the Institute.
(2) The administrator may extend the time for compliance with
subsection (1) for a further seven days.
(3) The administrator shall table the financial statements of the
directors
(a) at the first meeting of the creditors; or
(b) at the watershed meeting where the administrator has
extended the time for compliance by the directors under
subsection (2).
(4) A director who fails to submit financial statements
(a) under subsection (1), or
(b) within the time determined by the administrator under
subsection (2),
is liable to pay to the Registrar, an administrative penalty of two hundred and
fifty penalty units.
Right to obtain documents and information
18. An administrator may exercise any of the powers vested in a
liquidator under section 97 with respect to access to documents and
information.
Report by administrator
19.  (1) An administrator shall lodge a report with the Registrar and
specify any matter that, in the opinion of the administrator, should be
brought to the notice of the Registrar.
(2) The administrator shall report to the Registrar as soon as
practicable, where the administrator believes that
(a) a past or present officer or shareholder of the company may
have committed an offence involving dishonesty or an
offence in contravention of the Companies Act, 2019
(Act 992); or
(b) a person who has taken part in the formation, promotion,
administration, management or liquidation of the company
(i) may have misapplied or retained or become liable
or accountable for the money or property of the
company in Ghana or elsewhere; or
(ii) may have been guilty of negligence, default or breach
of duty or trust in relation to the company.

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Act 1015 Corporate Insolvency and Restructuring Act, 2020

(3) Where the administrator makes a report to the Registrar

under subsections (1) and (2), the administrator shall give the Registrar
the assistance the Registrar may reasonably require by way of
(a) provision of information;
(b) access to documents; and
(c) facilities to inspect and copy documents.
(4) Where the Court is satisfied on the application of an
interested person, that there is a need for the administrator to make a
report and the administrator has not done so, the Court may direct the
administrator to make the report.
(5) For the purpose of subsection (4), an “interested person” means
a creditor or a past or present officer or shareholder of the company.
Administrator to call meetings of creditors
20. (1) An administrator shall call
(a) the first meeting of creditors;
(b) a watershed meeting; and
(c) other meetings of creditors that are required by the
committee of creditors or the administrator.
(2) At a meeting of creditors or class of creditors held, a resolution
shall be adopted if the resolution is supported by the votes of creditors or
class of creditors holding at least fifty-one percent of the value of the
debt owed to the creditors or class of creditors voting in person or by
proxy vote or by postal vote.
(3) The administrator or a nominee of the administrator shall
(a) chair a meeting of creditors, and
(b) have a casting vote.
(4) The administrators of related companies may call meetings of
creditors of the respective companies to be held at the same time and
place, but only with the consent of every creditor.
(5) In the case of a joint meeting, a creditor of a company in
administration may vote only on a resolution that relates to the administration
of the company of which that person is a creditor.
(6) For the purpose of subsection (4), a creditor is taken to have
consented to the joint meeting where
(a) written notice that complies with subsection (7) accompanies
the notice of meeting; and

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 Corporate Insolvency and Restructuring Act, 2020 Act 1015

(b) the creditor has not objected to the joint meeting within the
time and in the manner specified in the written notice.
(7) The notice shall
(a) be in writing; and
(b) state
(i) the postal, electronic mail, business and residential
addresses of the administrator;
(ii) the names of the related companies in respect of
which the joint meeting is to be held;
(iii) that the creditor to whom the notice is sent may
object to the joint meeting by sending a written
objection to the administrator at the postal, electronic
mail, business or residential address of the admin-
istrator within the time specified in the notice; and
(iv) that the creditor will be taken to have agreed to the
joint meeting unless the creditor objects in accordance
with the notice.
(8) For the purpose of subparagraph (iii) of paragraph (b) of
subsection (7), the administrator shall, within fourteen days, determine
the time for receipt of an objection.
First meeting of creditors
21. (1) The administrator shall call the first meeting of creditors to
(a) establish a committee of creditors where necessary; or
(b) determine whether to replace the administrator.
(2) The meeting shall be held within ten days after the date on
which the administration begins.
(3) The administrator shall call the first meeting of creditors by
(a) giving written notice of the meeting to the creditors of the
company on record as disclosed by the records kept by the
company, as is reasonably practicable; and
(b) the publication of a notice of the meeting in a daily
newspaper of national circulation.
(4) The administrator shall take the steps set out in subsection (3),
not less than seven days before the meeting.
(5) The administrator shall table at the first meeting of creditors
referred to in paragraph (b) of subsection (2) of section 7, an interests
statement that complies with subsection (6).

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(6) The interests statement shall disclose whether the administrator,

or a firm of which the administrator is a partner, has a relationship,
whether professional, business or personal, with the company in
administration or any of the officers of the company, shareholders or
creditors.
(7) The administrator shall make the inquiries that are reasonably
necessary to ensure that the interests statement is complete before tabling
the interests statement.
Functions of committee of creditors
22.  (1) The functions of the committee of creditors of a company in
administration include
(a) advising the administrator about matters that relate to the
administration;
(b) receiving and considering reports by the administrator; and
(c) approving the remuneration and other terms of engagement
of the administrator.
(2) The administrator shall report to the committee, matters that
relate to the administration as and when the committee reasonably
requires.
(3) Despite subsection (2), the committee shall not give directions
to the administrator.
Membership of committee of creditors
23. (1) A person may be a member of the committee of creditors only
if that person is
(a) a creditor of the company;
(b) an agent of a creditor under a power of attorney; or
(c) authorised in writing by a creditor to be a member.
(2) Members of the committee of creditors shall not be less than
three and more than five in number.
Watershed meeting
24. (1) The administrator shall convene a watershed meeting after the
convening period.
(2) The convening period is the extension of the period between
the date of the appointment of the administrator and the twenty-eighth
day after the date of the appointment, and includes any period under
subsection (3).
(3) The Court may extend the convening period on the application
of the administrator.
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(4) Despite subsection (3), the Court shall not extend the convening
period if the application is made after the convening period has expired,
unless the Court is satisfied that a substantial injustice will result if the
convening period is not extended.
(5) The administrator shall convene the watershed meeting by
(a) giving written notice of the watershed meeting to the creditors
of the company; and
(b) the publication of notice of the watershed meeting in a
daily newspaper of national circulation.
(6) The administrator shall take the steps set out in subsection (5)
not less than seven days before the meeting.
(7) The notice required under subsection (5) shall be accompanied
with
(a) a report by the administrator in respect of
(i) the business, property, affairs and financial statements
of the company pursuant to section 16; and
(ii) any other matter material to the decisions of the
creditors to be considered at the meeting;
(b) a statement that sets out the opinion of the administrator,
with reasons for that opinion, about whether it is in the interest
of the creditors of the company
(i) to execute a restructuring agreement;
(ii) for the administration to end; or
(iii) for the company to be placed in liquidation; and
(c) a statement that sets out the details of the proposed agreement,
if a restructuring agreement is proposed.
(8) The watershed meeting shall be held within seven days after
the end of the convening period or extended convening period, as the
case may be.
(9) Subject to subsection (10), the directors of the company shall
attend the watershed meeting, including any occasion to which the
meeting is adjourned, but shall not be required to answer questions at the
meeting.
(10) A director is not required to attend the watershed meeting
where
(a) the director has a valid reason for not attending; or
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(b) the administrator or the creditors by resolution have

the director from attending.
(11) A director who attends the watershed meeting shall take leave
for the entire or part of the meeting if required by a resolution of the
creditors to do so.
(12) The administrator and the directors of the company under
administration shall inform the meeting of any voting agreement of which
the administrator or a director, as the case may be is aware, that requires
one or more creditors to vote in a particular way on any resolution that
will or may be voted on by the meeting, before the meeting votes on any
resolution.
Power of Court regarding meeting of creditors
25. (1) A creditor or an administrator that is dissatisfied with the
outcome of proceedings regarding a meeting of creditors, may apply to
the Court for an appropriate order.
(2) Where the Court is satisfied that
(a) a resolution at a meeting of creditors was passed, rejected
required to be decided by a casting vote as the case may be,
(b) the resolution referred to in paragraph (a) would not have
been passed, rejected or required to be decided by a casting
vote if the vote cast by a particular related creditor was
disregarded, and
(c) the passing of the resolution, or the failure to pass the
resolution
(i) is contrary to the interests of the creditors or a class
of creditors as a whole, or
(ii) has prejudiced or is likely to prejudice, the interests
of the creditor that voted for or against the resolution
to an extent that is unreasonable,
the Court may make any of the orders specified in subsection (4).
(3) For the purpose of subparagraph (ii) of paragraph (c) of
subsection (2), the Court may determine whether a resolution is
unreasonable having regard to
(a) the benefits accruing to the related creditor, or to any of
the related creditors, from the resolution, or from the failure
to pass the resolution;

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(b) the nature of the relationship between the related creditor

and the company, or between the related creditors and the
company; and
(c) any other related matter.
(4) The Court may
(a) order that the resolution be set aside,
(b) order that a new meeting be held to consider and vote on
the resolution,
(c) order that a specified related creditor shall not vote on the
resolution or on a resolution to vary or amend the resolution,
or
(d) make any other order that the Court considers appropriate
on the application of a creditor or the administrator.
(5) In this section
(a) “promoter”
(i) means a person who is instrumental in the formulation
of a plan or programme in accordance with which
securities are offered to the public;
(ii) includes each person who is a director of the
company where a company is a promoter;
(iii) does not include a director or officer of the issuer
of the securities or a person acting solely in a
professional capacity;
(b) “related creditor” means a creditor that is a related entity
of the company in administration;
(c) “related entity” in relation to the company in administration,
means
(i) a promoter;
(ii) a relative or spouse of a promoter;
(iii) a relative of a spouse of a promoter;
(iv) a director or shareholder;
(v) a relative or spouse of a director or shareholder;
(vi) a relative of a spouse of a director or shareholder;
(vii) a related company;
(viii) a beneficiary under a trust of which the company
  in administration is or has at any time been a
trustee;

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Act 1015 Corporate Insolvency and Restructuring Act, 2020

(ix) a relative or spouse of that beneficiary;

(x) a relative of a spouse of that beneficiary;
(xi) a company, one of whose directors is also a director
of the company in administration; or
(xii) a trustee of a trust under which a person is a
beneficiary, if that person is a related entity of the
  company in administration under this subsection.
Pooled property owners
26. (1) On the application of the administrator, the Court may order
that, for the purpose of this section, pooled property owners are a separate
class.
(2) A pooled property owner is bound by a restructuring agreement
as if the pooled property owner has voted in favour of the resolution at
the watershed meeting where
(a) the Court has ordered that the pooled property owners are
a separate class;
(b) the creditors, including the pooled property owners,
approved the resolution at the watershed meeting; and
(c) the requisite majority of the pooled property owners were
included in the creditors who voted in favour of the
resolution.
(3) A separate meeting of the pooled property owners is not
necessary to vote on the resolution.
(4) This section shall be in addition to, and not in derogation of
sections 48 and 49.
(5) In this section,
(a) “pooled property owner” means an owner or lessor of
property that is pooled in a single enterprise forming part
of the business of a company in administration;
(b) “requisite majority” means at least fifty-one per cent of the
pooled property owners voting in person or by proxy vote
or by postal vote; and
(c) “resolution” means a resolution that a company in
administration executes the restructuring agreement
specified in the resolution.
Adjournment of watershed meeting
27. A watershed meeting may be adjourned to a day that is not more
than forty-two days after the first day on which the meeting is held, unless

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the Court, on the application of the administrator, orders that the meeting
be adjourned for more than forty-two days.
Decisions at watershed meeting
28. (1) At a watershed meeting, the creditors may resolve that the
(a) company execute a restructuring agreement specified in
the resolution; or
(b) administration should end.
(2) The resolution shall be carried if the resolution is supported by
the votes of at least fifty-one percent of the creditors voting in person, by
proxy or by postal vote in accordance with sections 20 and 21.
Proposed agreement not fully approved
29. (1) The administrator shall inform the creditors at the watershed
meeting of
(a) the right of the creditors to inspect and comment on the
draft agreement;
(b) the ultimate responsibility of the administrator for drafting
the agreement; and
(c) the fact that the executed agreement may differ from the
draft.
(2) Where at a watershed meeting, the creditors resolve that the
company execute a restructuring agreement, but the proposed agreement
is not fully approved at the meeting, the administrator shall take the steps
as set out in section 46.
Protection of Property of Company

Unenforceable charge
30. Subject to the provisions of sections 37, 38, 60 and 80, a person
shall not enforce a charge over the property of the company during the
administration of that company except by an order of the Court.
Recovery of property
31. (1) During the administration of a company, the owner or lessor
of property shall not, except with leave of the Court, take possession of
the property or otherwise recover the property that
(a) was used or occupied by the company, or
(b) is in the possession of the company.
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Act 1015 Corporate Insolvency and Restructuring Act, 2020

(2) Subsection (1) does not prevent a person from giving a notice
to a company under an agreement relating to property that is used or
occupied by, or is in the possession of, the company.
Proceedings in Court
32. During the administration of a company, a person shall not
commence or continue proceedings in a Court against the company or
in relation to any property of the company except with leave of the Court
and on terms that the Court considers appropriate.
Enforcement process
33. During the administration of a company, a person shall not
commence or continue an enforcement process in relation to the property
of the company except with leave of the Court and on terms that the
Court considers appropriate.
Duties of court officer in relation to property of company
34. (1) Where the Registrar of the Court or any other officer of the
Court receives written notice that a company is in administration, the
Registrar or an officer of the Court shall not
(a) take action to sell a property of the company under an execution
process;
(b) pay to a person other than the administrator
(i) proceeds of the sale of the property of the company
under an execution process where the sale has
already taken place;
(ii) moneys of the company seized under an execution
process; or
(iii) money in lieu of seizure or sale of property of the
company under an execution process;
(c) take action in respect of the attachment of a debt due the
company; or
(d) pay to a person other than the administrator, money
received as a result of the attachment of a debt due the
company.
(2) The officer of the Court shall deliver to the administrator, any
property of the company that is in the possession of the officer of the
Court due to an execution process.
(3) The officer of the Court shall pay to the administrator

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proceeds or moneys of a kind referred to in paragraph (b) or (d) of

subsection (1) that
(a) is in the possession of the officer of the Court; or
(b) has been paid into Court and has not since been paid out.
(4) The cost of the execution or attachment is a first charge over
property delivered under subsection (2) or proceeds or money paid
under subsection (3).
(5) For the purpose of subsection (4), the officer of the Court may
retain the cost of the execution or attachment of the property delivered
under subsection (2) or proceeds or money paid under subsection (3).
(6) Despite subsection (1), the Court may permit the officer of the
Court to take action, or make a payment where the Court is satisfied
that it is appropriate to do so.
(7) Despite this section, a person who buys property in good faith
under a sale pursuant to an execution process, conducted six months
prior to the administration or restructuring of the company obtains a
good title to the property as against the company and the administrator
if at the date of commencement of restructuring or administration, the
person
(a) has made full payment for the property to the Court; and
(b) has met all the terms and conditions of the sale.
(8) Where the person refered to in subsection (7) fails to meet the
criteria specified in paragraphs (a) and (b) of subsection (7), the sale shall
be set aside.

Liability of director or relative

35. (1) A guarantee in respect of a liability of the company in
administration shall not be enforced against
(a) a director of the company;
(b) the spouse or relative of the director; or
(c)any related company or party
during the period of administration of a company except with leave of
the Court and on the terms that the Court considers appropriate.
(2) In this section, “liability” includes a debt or other obligation.

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Rights of Secured Creditor

Interpretation
36. (1) For the purposes of sections 37 and 38, unless the context
otherwise requires,
(a) “decision period”, in relation to a charge holder and to a
  charge over property of a company in administration,
  means the period that
(i) begins when notice of the appointment of an
administrator is given to the charge holder under
section 72, or in any other case, on the day when
the administration begins; and
(ii) ends at the close of the fourteenth day after the
notice of the administration began;
(b) “enforce”, in relation to a secured creditor holding a charge
 over property of a company in administration, includes
(i) to appoint a receiver of property of the company
under a power contained in an instrument relating
to the charge;
(ii) to obtain an order for the appointment of a receiver
of property for the purpose of enforcing the charge;
(iii) to give notice to convert a floating charge into a
fixed charge;
(iv) to enter into possession or assume control of
property;
(v) to appoint a person to enter into possession or
assume control as agent for the secured creditor or
for the company; or
(vi) to exercise as secured creditor or as a receiver or
person so appointed, a right, power or remedy that
exists because of the charge, whether that right
power or remedy arises under an instrument that
relates to the charge, under an enactment or other-
wise.
Leave to enforce security
37. (1) A secured creditor affected by the appointment of an
administrator may apply to the Court within the decision period, for the
grant of leave to the secured creditor to enforce the security of the
secured creditor.

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(2) A secured creditor who makes an application to the Court shall,

give notice of the application to the administrator.
(3) The administrator shall
(a) file an affidavit informing the Court whether the
administrator supports or opposes the application,
(b) file a report on the assets and liabilities of the company
under administration that are known to the administrator,
and
(c) state any respect in which, to the knowledge of the
administrator, the statement of assets and liabilities of the
company may be incomplete.
(4) The Court may
(a) proceed to make a determination on the application at the
hearing; or
(b) where the Court considers it essential to receive further
information and reports from either the secured creditor or
the administrator in order to effectively determine the
application, adjourn the hearing for that purpose for a
period of not more than twenty-one days.
(5) The Court may, in determining the application of the secured
creditor, grant leave to the secured creditor to enforce the security of the
secured creditor over the property of the company where the Court is
satisfied that in the circumstances of the case, serious prejudice will be
caused to the secured creditor if the application is not granted and that
outweighs the prejudice which shall be caused to other creditors arising
from the grant of the application.
(6) The Court may, in making an order consider
(a) the fact that the secured creditor, a receiver, or any other
person involved in the enforcement of the security shall not
be required to perform a specified function or exercise a
specified power except as permitted by further order of the
Court;
(b) the limitation of the enforcement of the security to specified
property; or

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(c) the directive that the enforcement by a creditor of the security

of the creditor by any sale of property shall be conducted in
the manner laid down by the Court or subject to any
further leave or directions from the Court.
(7) A secured creditor granted leave to enforce a security shall, at
intervals not exceeding three months, report to the administrator on the
enforcement of the security and the proceeds recovered by the secured
creditor.
(8) The Court, in the case of perishable property, on an application
under this section, may make an order to grant leave to the secured creditor
to immediately enforce the security so far as it is a security over perishable
property and to hold any proceeds that are recovered by the secured
creditor in trust for the administrator pending the determination of the
application by the Court under subsection (5).
(9) Nothing in this section shall prevent a person from giving a
notice under a security agreement.
Recovery of property before administration
38. (1) Where a receiver or any other person before the commencement
of the administration of a company,
(a) enters into possession or assumes control of property used
or occupied by, or in the possession of the company; or
(b) exercises any other power in relation to the property,
in order to enforce a right of the owner or lessor of the property to take
possession of the property or otherwise recover the property, sections 30
and 31 shall not prevent the receiver or that other person from performing
a function or exercising a power in relation to the property.
(2) Section 14 does not apply to a transaction or dealing that affects
the property and is entered into in the performance of a function or the
exercise of a power of the receiver or other person.
Restructuring Officer
Restructuring officer
39.  (1) The administrator of a company in administration shall be
the restructuring officer, unless the creditors at the watershed meeting by
resolution appoint an individual to be the restructuring officer.
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(2) A person shall not be appointed a restructuring officer unless

that person
(a) is qualified to act as an insolvency practitioner; or
(b) has consented in writing and has not withdrawn the consent
at the time when the restructuring agreement is executed.
(3) The appointment of a restructuring officer is irrevocable,
except by an order of the Court.
(4) One or three persons may be appointed as restructuring officers.
(5) Where three persons are appointed as restructuring officers
jointly
(a) the function or power of the restructuring officer may be
performed or exercised by any one of the restructuring
officers or all of the restructing officers together, except
where the order, instrument or resolution that appoints
the persons provides otherwise; and
(b) a reference in this Act to a restructuring officer refers to
one or three of the restructuring officers as the case may
be.
Vacancy in the office of restructuring officer
40. (1) The office of a restructuring officer shall be vacant if the
restructuring officer
(a) resigns by giving written notice to the company;
(b) becomes disqualified under section 155;
(c) is removed by the Court; or
(d) dies.
(2) The Court may
(a) remove a restructuring officer, and appoint a person in
the place of the restructuring officer; or
(b) appoint a new restructuring officer
if the restructuring agreement has not yet terminated but for some reason
the restructuring officer is not performing the functions of a restructuring
officer.
(3) The Court may make an order under subsection (2) on the
application of
(a) the Registrar,
(b) a creditor of the company,
(c) a shareholder, or
(d) the private liquidator if the company is in private liquidation.

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(4) Where there are three restructuring officers, there is a vacancy

if one of the restructuring officers
(a) resigns;
(b) becomes disqualified under section 155;
(c) is removed by the Court; or
(d) dies.
(5) The creditors may appoint a new restructuring officer in the
case of a vacancy.
Remuneration of restructuring officer
41. (1) A restructuring officer is entitled, with the approval of the
committee of creditors, to charge reasonable remuneration for the
discharge of duties and exercise of powers as a restructuring officer.
(2) Where there is a disagreement as to the remuneration of a
restructuring officer, the Court may, on the application of a restructuring
officer, an officer, a creditor or a shareholder of the company, review or
fix the remuneration of the restructuring officer at a level that is reasonable
in the circumstances.
Sale of shares by restructuring officer
42. (1) A restructuring officer may sell existing shares in the company
(a) with the written consent of the shareholder concerned; or
(b) with leave of the Court on an application of the
administrator on notice, where the shareholder does not
consent.
(2) The shareholder, a creditor or the Registrar may oppose an
application by the administrator.
Restructuring Agreement
Application of sections 44 to 59
43. Sections 44 to 59 shall apply where the creditors at a watershed
meeting resolve that the company executes a restructuring agreement.
Preparation and content of restructuring agreement
44. (1) The restructuring officer shall prepare a document that sets out
the content of the agreement.
(2) The document shall specify
(a) who the restructuring officer is;
(b) funding of the restructuring agreement;
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 Corporate Insolvency and Restructuring Act, 2020 Act 1015

(c) the property of the company that will be available to pay

creditors;
(d) whether the property is owned by the company at the time
when the company executes the agreement;
(e) the nature and duration of any moratorium period for
which the agreement provides;
(f) the extent to which the company will be released from the
liabilities of the company;
(g) the conditions for the agreement to come into operation;
(h) the circumstances in which the agreement terminates;
(i) the order in which the proceeds of realisation of the property
of the company will be distributed among creditors who
are bound by the agreement; and
(j) the day, on or before which claims of the creditors must
have arisen if the claims are to be admissible under the
restructuring agreement which shall not be later than the
day when the administration began.
(3) The document shall be deemed to include the provisions
prescribed under sections 2 to 78, except the provisions that the
document expressly excludes.
(4) A restructuring agreement shall include post-commencement
financing.
Execution of restructuring agreement
45. (1) A restructuring agreement takes effect when the agreement is
executed by the company in administration and the restructuring officer.
(2) The restructuring agreement shall be executed within
(a) twenty-one days after a watershed meeting has approved
that restructuring agreement; or
(b) a further period that the Court orders, if the restructuring
officer has applied to the Court for an extension of time
before the end of the initial period of twenty-one days
after approval at the watershed meeting.
(3) The company shall not execute the restructuring agreement
unless the directors of the company have, by resolution, authorised the
execution of the agreement by the company or on behalf of the company.
(4)  Subsection (3) applies despite section 12, but does not limit
the functions and powers of the administrator of the company.

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Procedure if restructuring agreement not fully approved

46. (1) Where, at a watershed meeting, the creditors resolve that the
company executes a restructuring agreement, but the proposed agree-
ment is not fully approved at the meeting
(a) the restructuring officer shall draft the complete agreement
and circulate the agreement to the creditors within
fourteen days after the meeting;
(b) the creditors may inspect the agreement for a period of
three working days after the end of the period specified in
paragraph (a); and
(c) the company and the restructuring officer shall execute the
agreement within two working days after the end of the
period specified in paragraph (b).
(2) The Court may extend the period referred to in paragraph (a)
of subsection (1) by ten working days, on an application by the restructuring
officer, but only if the application is made within that period.
(3) The Court may extend the period referred to in paragraph (c) of
subsection (1) by additional two working days on an application by the
restructing officer, but only if the application is made within that period.
Acts of creditor
47. A creditor shall not so far as that creditor will be bound by an
agreement if the agreement has already been executed
(a) do anything inconsistent with the agreement, except with
the leave of the Court; or
(b) take a step that is prohibited under section 51, during the
period between the time of the passage of a resolution at
the watershed meeting that the company executes a restructuring
agreement and
(i) the execution of the agreement by the company and
the restructuring officer; or
(ii) the expiry of the period during which the agreement
is executed.
Failure of company to execute restructuring agreement
48. Where the creditors at a watershed meeting pass an ordinary
resolution that the company executes a restructuring agreement, and the
company fails to do so within the deadline for execution, the restructuring
officer shall apply to the Court for leave to convert the administration of
the company into official liquidation.

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Persons bound by restructuring agreement

49. A restructuring agreement binds
(a) the creditors of the company, to the extent provided by
section 50;
(b) the company;
(c) the officers and shareholders of the company; and
(d) the restructuring officer.
Extent to which restructuring agreement binds creditors
50. (1) A restructuring agreement binds creditors including secured
creditors regarding claims that arise on or before the day specified in the
agreement in accordance with paragraph (i) of subsection (2) of section
44.
(2) A secured creditor shall not realise or otherwise enforce the
secured charge of the creditor except where
(a) the agreement provides for the secured creditor to realise
or enforce the charge and the secured creditor at the watershed
meeting voted in favour of the resolution as a result of
which the company executed the agreement; or
(b) the Court makes an order to that effect under section 52.
(3) An owner or lessor of property shall not exercise rights in
relation to property, except where
(a) the agreement provides for the exercise of rights in relation
to an owner or lessor of property who at the watershed
meeting voted in favour of the resolution as a result of
which the company executed the agreement; or
(b) the Court makes an order to that effect under section 52.
Prohibited acts
51. (1) A person who is bound by a restructuring agreement shall not
(a) apply or continue with an application, to the Court for
the appointment of a liquidator of the company,
(b) commence or continue proceedings against the company
or in relation to any property of the company except with
leave of the Court; or
(c) commence or continue an enforcement process against the
property of the company except with leave of the Court,
while the agreement is in force.
(2) In this section, “property” includes property used or occupied
by the company or in the possession of the company.

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Act 1015 Corporate Insolvency and Restructuring Act, 2020

Enforcement of charge or recovery of property

52.  (1) The Court may, at any time after creditors have resolved at a
watershed meeting that a restructuring agreement be executed, order that
(a) a secured creditor may realise or otherwise enforce the
secured charge of the creditor; or
(b) the owner or lessor of property that is used or occupied by
the company or is in the possession of the company, take
possession of the property or otherwise recover the property
or exercise rights in relation to the property.
(2) The Court may make an order under subsection (1) subject to
the terms that the Court considers appropriate.
(3) The Court may make an order under subsection (1) where the
Court is satisfied that
(a) the achievement of the purposes of the restructuring agreement
would not be adversely affected if the order is made; and
(b) the secured interests of the creditor, property owner or lessor
affected by the order will not be prejudiced to an extent
that outweighs prejudice to other creditors if an order is
not made, having regard to the terms of the restructuring
agreement and the order, and any other relevant matters.
(4) An application for an order under this section may be made
(a) where the agreement has not yet been executed by the
administrator; or
(b) where the agreement has been executed by the restructuring
officer.
Effect of restructuring agreement on debts of the company
53. (1) A restructuring agreement releases the company from a debt
only where
(a) the agreement provides for the release; and
(b) the creditor concerned is bound by the agreement.
(2) The release of the company from a debt shall not discharge or
otherwise affect the liability of
(a) a guarantor of the debt; or
(b) a person who has indemnified the creditor concerned
against default by the company in relation to the debt.
Court ruling on validity of restructuring agreement
54. (1) The Court may rule on the validity of a restructuring agreement
if there is doubt, on a specific ground, as to whether the agreement complies
with this Act.
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 Corporate Insolvency and Restructuring Act, 2020 Act 1015

(2) An application may be made by

(a) the restructuring officer;
(b) a shareholder or creditor of the company; or
(c) the Registrar
to the Court for the determination of the validity of the restructuring
agreement.
(3) The Court may, on an application under this section, declare
(a) a provision of the agreement void; or
(b) the agreement void.
(4) Where the Court declares that the agreement is void in
contravention of this Act, the Court may validate the agreement, if the Court
is satisfied that
(a) a provision of this section was substantially complied with;
and
(b) injustice will result for anyone bound by the agreement if
the contravention is not disregarded.
(5) Where the Court declares that a provision of the agreement is
void, the Court may vary other provisions of the agreement if the
restructuring officer consents.
Variation of restructuring agreement by creditors
55. (1) The creditors may vary a restructuring agreement by a resolution
passed at a meeting convened under section 58, except that the variation
shall not be materially different from the proposed variation set out in
the notice of the meeting.
(2) A creditor of a company in administration may apply to the
Court for an order to cancel the variation of the agreement by the
creditors.
(3)  The Court may, on hearing the application,
(a) cancel or confirm the variation subject to any condition
that the Court deems appropriate; and
(b) make any other order that the Court considers appropriate.
Termination of restructuring agreement
56. (1) A restructuring agreement may be terminated
(a) by the Court under section 57; or
(b) by a resolution of the creditors under section 59; or

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(2) A restructuring agreement terminates where the agreement

specifies circumstances in which the agreement will terminate and those
circumstances occur.
Termination of restructuring agreement by Court
57. (1) The Court may terminate a restructuring agreement on the
application of
(a) the company;
(b) a creditor;
(c) the restructuring officer; or
(d) any other person with an interest in the termination of the
agreement.
(2) The Court may terminate a restructuring agreement where
the Court is satisfied that
(a) an information breach has occurred;
(b) there has been a material contravention of the agreement
by a person bound by the agreement;
(c) effect cannot be given to the agreement without injustice or
undue delay;
(d) the agreement or a provision of the agreement which if
implemented under the agreement, or an act proposed to
be done under the agreement shall be
(i) oppressive or unfairly prejudicial to, or unfairly
discriminatory against, one or more of the creditors;
or
(ii) contrary to the interests of the company as a whole;
or
(e) the agreement be terminated for some other reason.
(3) The Court shall not terminate the agreement without first
taking into account the rights of third parties.
(4) In this section
“information breach” means
(a) the giving of false or misleading information about the
business, property, affairs or financial circumstances of the
company
(i)  to the administrator or a creditor; or
(ii)  in a report or statement under subsection (7) of
section 24 that accompanies a notice of meeting at
which a resolution that the company executes a
restructuring agreement was passed; or

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(b) an omission from the report or statement referred to in

subparagraph (ii) of paragraph (a) of subsection (4), where
the information or the omission, as the case may be, can
reasonably have been expected to be material to the creditors
in deciding whether to vote in favour of the resolution that
the company execute the restructuring agreement.
Meeting of creditors to consider proposed variation or termination of
restructuring agreement
58. (1) The restructuring officer
(a) may convene a meeting of the creditors of the company
to consider a variation to, or the termination of, the
agreement; or
(b) shall convene a meeting if requested in writing by creditors
whose claims against the company are not less than twenty
per cent of the total value of every claim of a creditor.
(2) The restructuring officer shall convene the meeting by
(a) giving written notice to the creditors of the company; and
(b) the publication of a notice of the meeting in a daily
newspaper of national circulation.
(3) The restructuring officer shall take the steps set out in subsection
(2) not less than seven days before the meeting.
(4) The notice given to the creditors shall set out any resolution to
vary or terminate the agreement that is to be considered by the meeting.
(5) The restructuring officer shall preside at the meeting.
Termination of restructuring agreement by creditors
59.(1) The creditors, by a resolution passed at a meeting convened under
section 58 may terminate a restructuring agreement if a material breach
of the agreement has occurred and the breach has not been rectified.
(2) The creditors may pass an ordinary resolution for the
winding-up of the company where the notice of the meeting sets out a
proposed ordinary resolution that the company be wound up by official
liquidation.
Liability of Administrator
Acts of administrator
60. (1) A payment made, transaction entered into, or any other
related act or action taken or done, in good faith, by or with the consent

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of the administrator of a company in administration, shall not be set

aside in the liquidation of the company.
(2) Sections 121 to 124 do not apply to a transaction by a
company in administration where the transaction is
(a) carried out by or with the authority of the administrator
or restructuring officer appointed under section 39;
(b) specifically authorised by the restructuring agreement and
carried out by the restructuring officer; or
(c) by order of the Court.
Liability for debt
61. (1) An administrator is not liable for the debts of the company
except as provided in this section.
(2) An administrator is liable for debts that the administrator
incurs, in the performance or exercise, or purported performance or
exercise, of the functions and powers as administrator, for
(a) the purpose of funding the company;
(b) any services rendered; or
(c) any property hired, leased or occupied.
(3) Subsection (2) has effect despite any agreement to the contrary,
but without limiting the rights of the administrator against the company
or any other person.
(4) An administrator is liable, to the extent specified in subsection
(5), for the rent and other payments that become due by the company
under an agreement
(a) made before the administration began; and
(b) that relates to the use, possession or occupation of property
by the company.
(5) An administrator is liable for rent and other payments that
accrue in the period
(a) commencing fourteen days after the administration begins;
and
(b) during which
(i) the company continues to use or occupy, or be in
possession of the property; and
(ii) the administration continues; and
(c) ending on the earliest of any of the following:
(i) the end of the administration;
(ii) the giving of a notice under section 62;
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(iii) the appointment of a receiver of the property where

an order is made under section 52 to permit a
secured creditor or owner of property to enforce a
charge or exercise rights in relation to property;
(iv) the appointment of an agent by a secured creditor
of the property, under the provisions of a charge
over the property, to enter into possession or to
assume control of the property where an order is
made to that effect under section 52; or
(v) where a secured creditor takes possession or assumes
control of the property under the provisions of a
charge over the property where an order is made to
that effect under section 52.
(6) An administrator shall not be deemed to
(a) have adopted the agreement; or
(b) be liable under the agreement subject to subsection (5).
(7) This section shall not affect the liability of the company for
rent or any other payment due under the agreement.
Non-use notice
62. (1)  An administrator is not liable under section 61 for any period
during which a non-use notice is in force which
(a) is given by the administrator to the owner or the lessor of
the property within fourteen days after the administration
commences;
(b) specifies the property to which the notice relates; and
(c) states that the company does not propose to use the property
or otherwise exercise any rights in relation to the property.
(2) A notice under subsection (1) ceases to have effect where
(a) the administrator, in writing to the owner or lessor,
revokes the notice; or
(b) the company exercises, or purports to exercise, a right in
relation to the property.
(3) For the purpose of paragraph (b) of subsection (2), the
company does not exercise, or purport to exercise, a right in relation to
the property merely because the company continues to occupy, or to be
in possession of, the property, unless the company
(a) also uses the property; or
(b) asserts a right, as against the owner or the lessor, to
continue to occupy or be in possession.

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(4) A notice under this section shall not affect the liability of the
company for rent and other payments.
(5) The Court may exempt an administrator from liability for rent
and other payments under this section, but the order of the Court shall
not affect the liability of the company.
Indemnity of administrator
63. (1) An administrator shall be indemnified out of the property of
the company for
(a) a liability incurred in the performance of the duties but
not a liability incurred in bad faith or negligently; and
(b) the remuneration to which the administrator is entitled.
(2) Subject to section 64, the right of indemnity of an administrator
under this section has priority over the debts of the company.
(3) An administrator has a lien on the property of the company to
secure a right of indemnity under this section.
(4) A lien has priority over a charge to the same extent as the right
of indemnity has priority over a debt secured by the relevant charge.
Power of the Court

General powers of Court

64. (1) The Court may make any order that the Court considers
appropriate in respect of the administration of a company.
(2)  The Court may terminate an administration where the Court is
satisfied that
(a) the company is solvent;
(b) the provisions on the administration of companies are not
being complied with; or
(c) for some other justifiable reason the administration should
end
(3) The Court may make an order under this section on the
application of
(a) the company;
(b) a creditor of the company;
(c) the administrator;
(d) the restructuring officer;

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(e) the Registrar; or

(f) any other person with an interest in the administration of
the company.
Order to protect creditor during administration
65. The Court may, on the application of the Registrar or a director of
a company, make an order which the Court considers necessary to
protect the interests of the creditors of the company in administration.
Validity of appointment of administrator or restructuring officer
66. (1) Where there is doubt, on a specific ground, as to the validity of
the appointment of a person as administrator or restructuring officer,
any of the following persons may apply to the Court for a ruling on the
validity of the appointment:
(a) the person appointed;
(b) the company in question; or
(c) a creditor of the company.
(2) The Court, in making the ruling that the appointment is
invalid, is not limited to the grounds specified in the application.
Application by administrator or restructuring officer to Court for
directions
67. (1) An administrator or a restructuring officer may apply to the
Court for directions in respect of the performance or exercise of any of
the functions and powers of the administrator or restructuring officer.
(2) An administrator or a restructuring officer may apply to the
Court for directions in relation to the operations of, or for giving effect
to the restructuring agreement.
Supervision of administrator or restructuring officer
68. (1) The Court may make an order that the Court considers appropriate
where the Court is satisfied that
(a) the management of the business, property or affairs of the
company by an administrator or a restructuring officer is
prejudicial to the interests of a creditor or shareholder of
the company; or
(b) the conduct of an administrator or a restructuring officer
has been, is or will be prejudicial to the interests of a creditor
or shareholder.
(2) An application for an order under this section may be made by
(a) a creditor or shareholder of the company;
(b) the Registrar; or

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(c) any other person with interest in the administration of the

company.
Order to remedy default
69. (1) The Court may order an administrator or a restructuring
officer to remedy the default of that administrator or restructuring
officer.
(2) An order may be made where
(a) the administrator or restructuring officer has failed, as
required by this Act or any other enactment, to make or file
any return, account, or other document or to give a notice,
and has not remedied the default within fourteen days after
service on the administrator, a notice by a shareholder or
creditor of the company in administration requiring that
the default be remedied; or
(b) the administrator or restructuring officer has failed, after
being required at any time by the liquidator of the company
to do so
(i) to render proper accounts of, and to provide
appropriate vouchers for the receipts and payments
as administrator or restructuring officer; or
(ii) to pay to the liquidator an amount properly payable
to the liquidator.
(3) An application for an order under this section may be made by
(a) a shareholder or creditor of the company, in the case of a
default referred to in paragragh (a) of subsection (2);
(b) the liquidator in the case of a default referred to in
paragraph (b) of subsection (2); or
(c) the Registrar; or
(d) any other person with interest in the administration or
restructuring of the company.
Power of Court to make an order in relation to vacancy in the office of
administrator or restructuring officer
70. (1) The Court may make any order the Court considers appropriate
where the Court is satisfied that
(a) the office of the administrator is vacant or no administrator
is acting in the case of a company in administration; or
(b) the office of the restructuring officer is vacant or no restructuring
officer is acting in the case of a restructuring agreement.

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(2) An application for an order may be made by

(a) a creditor or shareholder of the company; or
(b) the Registrar.
Prohibition order against an administrator or restructuring officer
71. (1) The Court shall make a prohibition order in respect of a person
where the Court is satisfied that, that person is unfit to act as an
administrator or a restructuring officer.
(2) The Court may, make a prohibition order for a period not
exceeding five years.
(3) A person against whom a prohibition order is made shall not
act as an insolvency practitioner.
(4) The Court may make an order under this section in respect of
a past or current administrator or restructuring officer of a company in
administration on the application of
(a) the company or a shareholder of the company;
(b) a creditor of the company;
(c) the administrator or restructuring officer of the company;
(d) the Registrar; or
(e) any other person interested in the administration of the
company.
(5)  The applicant shall deliver to the Registrar a copy of an order
made under subsection (1) within ten working days after the order is made.
(6) The Registrar shall keep on file indexed by reference to the name
of the administrator or restructuring officer concerned a copy of the
order delivered.
(7) In this section, “failure to comply” means a failure of an
administrator or restructuring officer to comply with a relevant duty that
arises
(a) under this or any other enactment; or
(b) under any order or direction of the Court.
Notices
Notice of appointment
72. (1) An administrator or a restructuring officer appointed by a
company, the liquidator, a secured creditor or the Court shall
(a) lodge a notice of the appointment with the Registrar for
publication in the Companies Bulletin before the end of the
next working day after the appointment;

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(b) publish a notice of the appointment in the Companies Bulletin

within three working days after the appointment; and
(c) give written notice of the appointment within seventy-two
hours after the appointment to
(i) each person who holds a charge over the whole, or
substantially the whole, of the property of the
company; or
(ii) each person who holds two or more charges over
the property of the company where the property of
the company subject to those charges together, is
the whole, or substantially the whole, of the property
of the company; and
(d) publish a notice of the appointment in a daily newspaper
of national circulation.
(2) The Registrar shall cause to be published in the Companies
Bulletin the appointment of the administrator.
(3) A secured creditor who appoints an administrator under
section 3 shall give written notice of the appointment to the company
before the end of the next working day.
Notice of execution of restructuring agreement
73. The restructuring officer shall, within fourteen days after a
restructing agreement is executed
(a) send to each creditor a written notice of the execution of the
agreement;
(b) file a copy of the agreement with the Registrar; and
(c) publish a notice of the execution of the agreement in
(i) a daily newspaper of national circulation; and
(ii) the Companies Bulletin.
Notice of failure to execute restructuring agreement
74. The restruturing officer shall, where a company does not meet
the deadline for the execution of a restructuring agreement,
(a) publish a notice of the failure in a daily newspaper of
national circulation, and
(b) file a copy of the notice, within seventy-two hours with the
Registrar for publication in the Companies Bulletin.

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Notice of termination by creditors of restructuring agreement

75. The restructuring officer shall, where the creditors terminate a
restructuring agreement
(a) send a notice of the termination to each of the creditors;
(b) publish the notice twice in a daily newspaper of national
circulation; and
(c) file a copy of the notice with the Registrar within fourteen
days.
Notice of administration
76. (1) A company in administration shall set out in each document
issued or signed by or on behalf of the company that evidences or creates
a legal obligation of the company, after the name of the company where
the name first appears the words, “in administration” for as long as the
company is in administration.
(2) The Court may exempt the company from the requirement of
subsection (1) on an application by the company.
Notice of change of name
77. (1) A company in administration that changes the name twelve
months before the appointment of the administrator shall include the
former name in any document of the company where the name appears.
(2) Where a company to which subsection (1) applies is in the
course of the administration placed in liquidation, the liquidator shall
include the former name of the company in any document of the
company where the name appears.
Effect of contravention of sections 72 to 77
78. A contravention of sections 72 to 77 shall not affect the validity of
anything done under sections 72 to 77 unless the Court orders otherwise.
Commencement of Official Liquidation
Purpose of sections 80 to 149
79. (1) The purpose of sections 80 to 149 is to provide for the official
winding up of a body corporate in a manner that results in the
maximisation of the realisation of the estate of the insolvent company
and the distribution of the estate having regard to the equitable treatment
of stakeholders in the company.

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(2) Where the Registrar is appointed as official liquidator,

sections 80 to 107 shall apply.
Appointment of liquidator for company in administration
80. (1) A liquidator may be appointed for a company in administration
(a) by the Court, on an application under section 86;
(b) by resolution of the creditors at a watershed meeting; or
(c) at a meeting convened under section 58 to consider the
termination of a restructuring agreement.
(2) The Court may adjourn the hearing of the application under
section 86 for the appointment of a liquidator for a company in
administration where the Court is satisfied that, it is in the interest of the
creditors of the company for the company to continue in administration
rather than be placed in liquidation.
(3) The Court shall not appoint a liquidator of a company in
administration where the Corut is satisfied that it is in the interest of the
creditors of the company for the company to continue in administration
rather than have a liquidator appointed.
(4) The appointment by the Court of a liquidator for a company
that is in administration ends the administration.
(5) Where a liquidator is appointed to a company that is in
administration under a restructuring agreement, the person in control of
the company immediately before the appointment of the liquidator shall
lodge with the Registrar
(a) a copy of the report of the administrator that accompanied
the notice to creditors of the watershed meeting; and
(b) a further report that updates the report of the administrator
with any matters of which the administrator is aware that
(i) are not referred to in the report of the administrator,
or that have changed since that report; and
(ii) affect the financial position of the company.
(6) Where there is no administrator or restructuring officer to act
when the company is placed in liquidation, the directors of the company
at the date of liquidation shall take the steps described in this section and
act in the stead of the administrator or restructuring officer.

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Modes of winding-up
81. (1) The official winding-up of a company may be commenced by a
(a) special resolution of the company;
(b) petition addressed to the Registrar;
(c) petition to the Court;
(d) conversion from a private liquidation; or
(e) conversion from administration or restructuring of the
company.
(2) Unless a contrary intention appears, sections 82 to 147 apply
with respect to the winding-up of a company in any of the modes of
winding up.
Procedure on resolution
82. (1) A special resolution of a company for the official winding-up
of the company shall state that, the company shall be wound up by way
of an official winding-up.
(2) A copy of the special resolution and the notice for the meeting
shall be served on the Registrar.
(3) The Registrar or a representative of the Registrar shall be
afforded the opportunity to attend the meeting at which the special
resolution is passed.
(4) When a company has passed a special resolution for the
official winding-up of the company, a copy of the resolution shall be sent
immediately by the directors of the company to the Registrar.
(5) The Registrar shall publish the resolution in the Companies
Bulletin after receipt of the resolution.
(6) When the special resolution is passed, the official liquidator
shall take immediate control of the assets of the company.
(7) After the passage of the resolution, a director, officer,
liquidator or the official liquidator shall not dispose of the assets of the
company without the approval of the Court unless the disposal is in the
normal course of business.
(8) Where a person, other than a body corporate, contravenes
subsection (7), that person commits an offence and is liable on summary
conviction to a fine of not less than five hundred penalty units and not
more than one thousand penalty units or to a term of imprisonment of
not less than two years and not more than five years or to both.

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Procedure on petition to the Registrar

83. (1) Subject to subsections (2) and (3), a person who is
(a) a creditor of a company, or
(b) a member or contributory of a company
may present a petition to the Registrar for the official winding-up of the
company.
(2) A member of a company with shares is not entitled to present
a winding-up petition unless the shares or some of the shares of that
member
(a) were originally allotted to that member;
(b) have been held by that member, and registered in the name
of that member for at least six months during the eighteen
months preceding the date of the presentation of the
petition; or
(c) have devolved on that member by operation of law.
(3) The Registrar shall not consider a winding-up petition
presented by a contingent or prospective creditor
(a) unless a security for costs that the Registrar considers
reasonable has been given, and
(b) until a prima facie case for winding-up has been established
to the satisfaction of the Registrar.
(4)  The Registrar may order the official winding-up of the
company on the petition if the Registrar is satisfied that the company is
unable to pay the debts of the company.
(5) For the purpose of sections 80 to 148, a company is unable to
pay the debts of the company if
(a) a creditor, by assignment or otherwise, to whom the
company is indebted in a sum of money of not more than
ten thousand currency points then due, has served on the
company a written demand requiring the company to pay
the sum of money that is due and the company has for
thirty days after the demand, neglected to pay the sum of
money or to secure or compound for the sum of money to
the reasonable satisfaction of the creditor;
(b) an execution or any other process issued on a judgment
or order of the Court in favour of a creditor of a company
is returned unsatisfied in whole or in part; or
(c) it is proved to the satisfaction of the Registrar that the
company is unable to pay the debts of the company.
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 Corporate Insolvency and Restructuring Act, 2020 Act 1015

(6) The Registrar shall in determining whether a company is

unable to pay the debts of the company, take into account the contingent
and prospective liabilities of the company.
(7) The petitioner shall serve a copy of the petition on the
company on or before the day on which the petition is presented to the
Registrar.
(8) Where two or more petitions are presented in respect of the
same company, a winding-up order made in respect of any of the
petitions shall be deemed to have been made in respect of each petition
presented.
(9) A further petition shall not be presented in respect of a company
regarding a winding-up order that has been made before the termination
of the official winding-up proceedings.
(10) The Registrar shall
(a) place on record a copy of the winding-up order for the
company concerned, and
(b) publish the order in the Companies Bulletin.
Procedure on petition to the Court
84. (1) The following persons may present a petition to the Court for
the official winding-up of the company only on grounds specified in
paragraphs (c), (d) and (e) of subsection (2):
(a) The Registrar,
(b) a creditor of the company,
(c) a member of a company with shares or contributory of the
company, or
(d) the Attorney-General.
(2) The Court may order the official winding-up of a company
on a petition presented where
(a) the company
(i) does not commence the business which the company
is authorised by the constitution of the company
to carry on, or
(ii) suspends business for a year within a year after the
incorporation of the company;
(b) the company does not have members;
(c) the business or objects of the company are unlawful;
(d) the company is operated for an illegal purpose;
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Act 1015 Corporate Insolvency and Restructuring Act, 2020

(e) the business being carried out by the company is not

authorised by the constitution of the company;
(f) the company is unable to pay the debts of the company; or
(g) the Court is of the opinion that it is just and equitable that
the company should be wound up.
(3) In the determination of whether the company is unable to pay
the debts of the company, subsection (5) of section 83 applies.
(4) On the hearing of the winding-up petition, the Court may
(a) dismiss the petition,
(b) adjourn the hearing conditionally or unconditionally, or
(c) make an interim order, or any other appropriate order subject
to subsection (5).
(5) The Court shall not refuse to make a winding-up order only
on the grounds that
(a) the assets of the company have been mortgaged to an
amount equal to, or in excess of, those assets; or
(b) the company does not have assets.
(6) Where the petition is presented by members or contributories
of the company on the grounds that it is just and equitable that the
company should be wound up, the Court shall make a winding-up order
if the Court is of the opinion that
(a) the petitioners are entitled to relief by winding-up of the
company or by some other means, and
(b) in the absence of any other remedy, it is just and equitable
that the company should be wound up.
(7) Despite subsection (6), where the Court finds that, an alternative
remedy is available to the petitioners and that the petitioners acted
unreasonably in seeking to have the company wound up instead of
pursuing the alternative remedy, the Court shall not make a winding-up
order.
(8) After the winding-up order is made, the Registrar of the Court
shall forward a copy of the order to the Registrar.
(9) After receipt of the order, the Registrar shall make a minute of
the winding-up order in the books of the Registrar relating to the com-
pany and publish the order in the Companies Bulletin.
(10) Subject to this section, the Court may appoint the Registrar
as the liquidator to exercise all or any of the powers of a liquidator at any time
between the presentation of a petition and the making of a winding-up
order.
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Procedure on conversion from private liquidation to official winding-up

85. (1)  The Registrar may make a winding-up order to convert a private
liquidation into an official winding-up if the liquidator gives notice under
a private liquidation in accordance with the Companies Act, 2019 (Act
992) alleging that the company may not be able to pay the debts of the
company in full within the period stated in the declaration of insolvency.
(2) The notice shall be accompanied with a statement in the
prescribed form of the assets and liabilities of the company.
(3) For the purpose of this section, proceedings taken on a private
liquidation are validly taken unless the Court otherwise directs.
Procedure on conversion from administration to official winding-up
86. (1) The Registrar may by an application to the Court, make a
winding-up order to convert the administration of a company into an
official winding-up when the administrator gives notice that the
administration has been converted into official liquidation.
(2) A statement in the prescribed form of the assets and liabilities
of the company shall accompany the notice.
(3) For the purpose of this section, proceedings taken on an
administration are validly taken unless the Court otherwise directs.
Stay of proceedings
87. (1) On the commencement of winding-up proceedings against a
company, civil proceedings against the company shall be stayed and any
transfer of shares of the company within that period is void.
(2) The Court may, on an application made by a party to the
petition or the Registrar, stay the proceedings by or against the company,
or regarding the property of the company during the interval between
the presentation of a petition for an official winding-up and the
commencement of the winding-up.
(3) In accordance with subsection (2), a disposition of the property
of the company, including things in action and a transfer of shares is
void, unless the Court otherwise directs.
Costs of application for liquidation
88.  (1) The liquidator shall pay the reasonable costs of the person who
applied to the Court for an order that the company be wound up, including
the costs incurred by legal counsel and client in procuring the order.

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(2) The costs of the application shall be determined in accordance

with the rules of Court.
(3) An applicant shall bear the cost of an unsuccessful application
for the winding-up of a company.
Effect of Commencement of Official Liquidation
Period of commencement
89. (1) An official winding-up under this Act commences
(a) on the passage of a resolution for the winding-up of the
company, or
(b) on the making of a winding-up order.
(2) The words “commencement of a winding-up” and the cognate
expressions shall be construed accordingly.
Cessation of functions of directors
90. On the commencement of a winding-up, the functions of the
directors of the company shall vest in the liquidator who assumes a
fiduciary position to the company.
Cessation of business of company
91. (1) On the commencement of a winding-up, the company shall
cease to carry on the business of the company except where the company
is required to do so for the beneficial winding-up of the company.
(2) The corporate status and the corporate powers of the company
shall continue until the company is dissolved despite any provision to
the contrary in the constitution of the company.
Custody of property of company
92. (1) The property of a company shall be vested in the liquidator
during winding-up proceedings except as otherwise directed by the
liquidator.
(2) Subject to subsection (1), the liquidator shall take into custody
or keep under control, the property and things in action to which the
company is or appears to be entitled.
(3) The property in the possession of the company at any time
within six months before the commencement of a winding-up shall be
presumed to be vested in the company unless the contrary is shown.

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(4) The liquidator may require a member or contributory and a

trustee, receiver, banker, an agent or officer of the company after the
commencement of a winding-up, to pay, deliver, convey, surrender or
transfer to the liquidator immediately, or within a reasonable time that
the liquidator may direct, the money, property or books, records, returns,
and other relevant documents in the possession of the person to which
the company is entitled.
Prohibition of civil proceedings
93. A person shall not, on the commencement of a winding-up proceed
with or commence an action or civil proceedings against the company,
other than proceedings by a secured creditor for realisation of the
security of that secured creditor, except
(a) by leave of the Court; and
(b) subject to the terms that the Court may impose.
Transfer of shares on commencement of winding-up
94. A transfer of shares made after the commencement of any winding-up
is void unless the transfer is made to the liquidator or with the approval
of the Court.
The Liquidator
Nomination and appointment of liquidator by creditors of a company
95. (1) The creditors of a company may nominate and appoint a person
to be a liquidator for the purpose of winding-up the affairs and
distributing the assets of that company.
(2) A person shall not be appointed a liquidator if that person is
not qualified under section 155 to be an insolvency practitioner.
(3) A person shall not be appointed a liquidator unless
(a) that person has consented in writing and has not withdrawn
the consent at the time of appointment, and
(b) the consent of the person has been filed with the Registrar.
(4) Where the creditors are unable to appoint a liquidator, the creditors
shall, within seven days, notify the Registrar, who is the official liquidator
to be the liquidator.
(5) In sections 96 to 107, references to “the liquidator” include
references to “the official liquidator” where the official liquidator is
selected by the Government.
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Status of the liquidator in an official winding up

96. (1) In an official winding-up, the liquidator stands in a fiduciary
relationship to the company as if the liquidator were a director of the
company.
(2) The Companies Act, 2019 (Act 992) applies to the liquidator
in the manner and to the extent that the Act applies to a director.
(3) A liability shall not attach to the
(a) liquidator in respect of a breach of duty imposed on the
liquidator by or under this Act; or
(b) Republic in respect of a breach of duty referred to in
paragraph (a) except for the reimbursement of the moneys
lost to the company through the default of the liquidator.
(4)  This section does not affect the institution against a public
officer of criminal proceedings or of disciplinary proceedings under the
Civil Service Act, 1993 (P.N.D.C.L. 327).
Powers of the liquidator in an official winding up
97.  In an official winding-up the liquidator may
(a) bring or defend an action or any other legal proceeding in
the name and on behalf of the company;
(b) carry on the business of the company so far as it is necessary
for the beneficial winding-up of the company;
(c) appoint a legal practitioner or any other professional to
assist the liquidator in the performance of the functions of
the liquidator;
(d) pay any class of creditors in full;
(e) make a compromise or an agreement, with creditors or
persons claiming to be creditors to have present or future
claims, certain or contingent, ascertained or sounding only
in damages against the company or whereby the company
may be rendered liable subject to the Companies Act, 2019
(Act 992);
(f) make a compromise on
(i) calls and liabilities to calls,
(ii) debts and liabilities capable of resulting in debts, or
(iii) present or future claims, certain or contingent,
ascertained or sounding only in damages, subsisting
or supposed to subsist between the company and a

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contributory or alleged contributory, or any other

debtor or person apprehending liability to the company,
and the questions relating to or affecting the assets
or the winding-up of the company on the terms that
may be agreed;
(g) take security for the discharge of the calls, debts, liabilities
or claim and give complete discharge in respect of any of
them;
(h) sell the property and things in action of the company by
public auction or private contract, with power to transfer
the whole of that property or those things to a person or
company or to sell the property or those things in parcels;
(i) do the acts and execute, in the name and on behalf of the
company, the agreements, receipts and any other documents
and for that purpose use, when necessary, the seal of the
company;
(j) prove and rank the claims in the bankruptcy and insolvency
of a contributory for a balance against the estate of the
contributory, and may receive dividends in the bankruptcy
or insolvency regarding the balance, as a separate debt due from
the bankrupt or insolvent and proportionately with the other
separate creditors;
(k) draw, accept, make and endorse a bill of exchange or
promissory note in the name and on behalf of the
company, with the same effect regarding the liability of the
company as if the bill or note had been drawn, accepted,
made or endorsed by or on behalf of the company in the
course of the business of the company;
(l) raise the requisite money on the security of the assets of the
company;
(m) take out letters of administration of a deceased contributory
and perform in the name of the liquidator or do any other
act necessary to obtain payment for money due from the
contributory or the estate of the contributory which cannot
conveniently be done in the name of the company, and in
those cases the money due shall for the purposes of enabling
the liquidator to take out the letters of administration or
recover the money, be deemed to be due to the liquidator;
and
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(n) do any other act necessary for winding-up the affairs of the
company and the distribution of the assets of the company.
Delegation of functions
98. (1) The liquidator may delegate a function required or authorised
to be done by or in relation to the liquidator to a public officer authorised
in that behalf by the liquidator or under any other enactment but the
liquidator shall not be relieved from the ultimate responsibility for the
performance of the delegated function.
(2) A public officer acting on behalf of the liquidator is presumed
to be authorised unless the contrary is shown.
(3) A reference to the liquidator in an enactment includes a public
officer authorised or presumed to be authorised under subsection (2).
(4) Where the liquidator considers it necessary, for the
performance of the functions of the liquidator, the liquidator may make
the appropriate payment for the services of a professional who is not a
public officer.
Powers of the Court
99. (1) A person aggrieved by an act done by the liquidator in the
performance of functions of the liquidator under this Act, may apply to
the Court which shall make an appropriate order.
(2) Where a person refuses or fails to comply with a requirement
by the liquidator under this Act, the liquidator may apply to the Court,
which may order the requirements to be carried out.
(3) Where the liquidator is in doubt as to a matter in connection
with the functions of the liquidator under this Act, the liquidator may
apply to the Court for directions.
Liquidation Fund
100.  (1) There is established by this Act the Liquidation Fund.
(2) The moneys received by the liquidator referred to under
sections 101 to 111 and sections 120 to 127 shall be paid into the Liquidation
Fund and the moneys disbursed by the liquidator referred to under those
sections shall be paid out of the Liquidation Fund.
(3) There shall be a Fees Account within the Liquidation Fund.
(4) The moneys received by the liquidator by way of fees and any
other charges shall be credited to the Fees Account.

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(5) The payments required or authorised to be disbursed from

the Liquidation Fund are charged on that Fund.
General Duties of Liquidator in Administration of Property of Company

Collection of debts
101.  On the commencement of the winding-up, the liquidator shall
secure
(a) the payment of a debt owed to the company or any other
discharge of the debt; and
(b) any obligation the right to which has passed to the liquidator
under section 109.
Vesting property in liquidator
102.  (1)  On the commencement of the winding-up, the liquidator
shall by notice in the Companies Bulletin direct that the whole property or
a part of the property of whatever description that belongs to the company
or that is held by trustees on behalf of the company, shall vest in the
liquidator in the official name of the liquidator and the property to which
the notice relates shall vest accordingly.
(2) The liquidator may bring or defend the acts or any other legal
proceedings which relate to the property of the company or which it is
necessary to bring or defend for the purpose of effectually winding-up
the company and recovering the property of the company.
Realising assets
103. (1) On the commencement of a winding-up, the liquidator shall
realise as soon as practicable, the assets that are not held as cash by the
means and for the return that will produce for distribution to the creditors
of the company, sums of money representing the full value of the assets.
(2) Subsection (1) does not require the realisation of assets which
cannot be readily or advantageously disposed of.
Verifying debts ranking for dividends
104. (1) At the conclusion of the first meeting of creditors after the
appointment of the liquidator or, if a first meeting is not held, as soon as
practicable after the admission of the proof of debt under section 111,
the liquidator shall take practical steps to verify the accuracy of each
admitted proof of debt.

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(2) The liquidator may give notice to a creditor holding a security

that, if the security is not realised within the period specified in the
notice, which shall not be more than six months, the security shall be
treated as surrendered.
(3) Subject to sections 105 to 115, a debt shall rank for dividend
at any time if the debt is at that time included in an admitted proof, and
the value of the debt shall be taken to be the value shown at that time in the
admitted proof.
Set-off
105. (1) A set-off shall be allowed if
(a) the set-off involves pre-application debt obligations by the
creditor and debtor company;
(b) the debtor company was not rendered insolvent immediately
after the set-off; and
(c) the transaction was in the ordinary course of business,
subject to subsection (2).
(2) A transaction entered into for the purpose of set-off where
there is fraud and collusion shall not be allowed.
(3) A transaction shall be deemed to be fraudulent if the transaction is
(a) entered into after an application for winding-up; or
(b) made in circumstances where the creditor knew or ought
to have known that the company was insolvent.
Amendment of admitted proof of debt
106. (1) Where the value of a debt or security included in an admitted
proof of debt has changed otherwise than in respect of interest accruing
after the commencement of the winding-up order, the proof of debt is
subject to amendment in order to alter the value shown in the admitted
proof of debt to give effect to the change.
(2) Where a debt or security is incorrectly included in an admitted
proof or the value of a debt or security at the date of the commencement
of the winding-up order is incorrectly stated, the proof is subject to
amendment in order to rectify the error.
(3) Where a creditor desires to withdraw the claims of the creditor
to the whole or a part of the debt included in an admitted proof, the
proof is subject to amendment in order to cancel the debt or reduce the
value of the debt accordingly.
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(4) Where an admitted proof is subject to amendment under this

section,
(a) the liquidator may, except in the case of an amendment
under subsection (3), give notice to the creditor to specify
the proposed amendment and invite the creditor to
consent to the proposed amendment within the period
specified in the notice, or
(b) the creditor may, where the liquidator has not given the
notice, give notice to the liquidator to specify the proposed
amendment and, except in the case of amendment under
subsection (3), invite the liquidator to consent to the
proposed amendment within the period specified in the
notice.
(5) Where notice of a proposed amendment is given under
subsection (4), the liquidator shall amend the proof of debt accordingly
if,
(a) the party to whom the notice is given consents to the
amendment;
(b) consent is not given but, on an application by the creditor
or liquidator, the Court orders the amendment to be made;
or
(c) the amendment is proposed by the creditor under subsection
(3).
Classification and priority of debt
107. (1) On the commencement of liquidation, the liquidator shall,
in relation to each debt which ranks for dividend, ascertain into which
class the debt or a part of the debt falls.
(2) A debt shall be classified according to the ranking specified
in subsection (3).
(3) A debt classified as a
(a) Class A debt is a debt in respect of Post-Commencement
Financing which takes priority over all other creditor
claims including secured and preferential class and shall
be paid in full;
(b) Class B is a preferential debt which
(i) ranks equally between other preferential debts
against the estate of the company;
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(ii) shall be paid in full unless the remainder of the

estate is insufficient to meet the preferential debt in
which case the preferential debt shall be paid in equal
proportions; and
(iii) is debt or part of a debt which answers to either of
the following descriptions:
(aa) remuneration owed to an employee of the
company regarding employment during the
whole or a part of the four months preceding
the date of commencement of administration
or winding-up; or
(bb) rates, taxes or similar payments owed to the
Republic or a local authority which have
become due and payable within the year
preceding the date of the commencement of
administration or winding-up;
(c) Class C debt is a secured debt and shall be secured by a fixed
charge against an asset of the company;
(d) Class D debt is a debt or a part of a debt which does not fall
within a Class E debt and is, or was, within the year preceding
the commencement of winding-up, owed to a director or
former director of the company;
(e) Class E debt is a debt or a part of a debt which satisfies any
of the following conditions:
(i) excess benefit restored to the liquidator under section
123; or
(ii) excess interest that is a portion of a debt which,
whether it is stated to do so or not, represents
interests at a rate in excess of five percent above the
Bank of Ghana policy rate;
(f) Class F debt is an unsecured debt that is not secured by a
charge of any kind over an asset of the company and does
not fall into any of the other classes in this section;
(g) Class G debt is debt in respect of preference shareholders;
and
(h) Class H debt is debt in respect of ordinary shareholders.

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Investigation into the Affairs of the Company

Statement of affairs
108. (1) A person shall, on the written request of a liquidator, prepare
and submit to the liquidator a statement regarding the affairs of the
company in the form approved by the liquidator within fourteen days or
any other period that the liquidator may in writing permit.
(2) The statement shall be supported with an affidavit to verify
the statement and shall indicate
(a) particulars of the total assets of the company,
(b) the debts and liabilities of the company including
particulars of the transactions of the company during
the period that the liquidator may specify in writing,
(c) the names, residential and postal addresses and the
occupations of the creditors of the company held by the
creditors of the company,
(d) the securities held by the creditors of the company and
the dates when the securities were respectively given to
the creditors of the company,
(e) a statement of the reasons for the insolvency of the
company, and
(f) any other information that the liquidator may require.
(3) A person who
(a) was a director or a secretary of the company at the
commencement of the winding-up,
(b) is or has been an officer of the company who has taken
part in the formation of the company at any time within
one year before the commencement of the winding-up,
(c) is or has been in the employment of the company within
one year before the commencement of the winding-up,
and in the opinion of the liquidator is capable of giving
the information required, or
(d) is or has been, within one year before the commencement
of the winding-up, an officer of the company to which
the statements relate,
shall submit and verify the statement as required by the liquidator.
(4) The liquidator shall pay out of the assets of the company, the
cost and expenses incurred by a person who makes or concurs to make
the statement and affidavit required by this section that the liquidator
considers reasonable subject to an appeal to the Court.

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(5) A person who without reasonable excuse, defaults in compliance

with the requirements of this section commits an offence and is liable on
summary conviction to a fine of not less than five thousand penalty units
and not more ten thousand penalty units.
(6) On payment of the prescribed fees, a person who claims in
writing to be a creditor, member or a contributory of the company or an
agent of that person is personally entitled to
(a) inspect the statement submitted at a reasonable time; and
(b) a copy of or an extract from the statement.
(7) A person who makes a false statement in writing to indicate
that that person is a creditor, member or a contributory of the company,
commits an offence and is liable on summary conviction for perjury on
an application made by the liquidator.
Settlement of list of contributories
109. (1) As soon as practicable after the appointment of the liquidator,
the liquidator shall
(a) settle a list of contributories with power to rectify the register
of members in the cases where rectification is required in
pursuance of this section, and
(b) cause the assets of the company to be collected and applied
in the discharge of the liabilities of the company.
(2) Subject to subsection (1), where it appears to the liquidator
that it will not be necessary to make calls on, or adjust the rights of
contributories, the liquidator may dispense with the settlement of a list
of contributories.
(3) In settling the list of contributories, the liquidator shall
distinguish between persons who are contributories as of right and
persons who are contributories as being representatives of or liable for
the debts of others.
(4) The liability of a contributory creates a debt in the nature of
a speciality accrued, due from that contributory at the time when the
liability of that contributory commenced but payable at the time calls are
made for enforcing the liability.
(5) Where a contributory dies before or after the settlement of
the list of contributories, the personal representative is liable in due course
of administration to contribute to the assets of the company in discharge
of the liability of that contributory and shall be deemed to be a contributory
accordingly.
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(6) Where a personal representative is placed on the list of

contributories and defaults in the payment of moneys ordered to be paid
by the personal representative, proceedings may be taken for the
administration of the estate of the deceased contributory and for
compelling payment from that estate of the moneys due.
(7) Where a contributory becomes bankrupt, before or after the
settlement of the list of contributories
(a) the trustee in bankruptcy of that contributory
(i) shall represent the contributory for the purposes of
the official winding-up,
(ii) shall be deemed accordingly to be a contributory,
(iii) may be called on to admit to prove against the estate
of the bankrupt, and
(iv) may be called on to allow to be paid out of the assets
in due course of law, the moneys due from the bankrupt
in respect of the liability of the bankrupt to contribute
to the assets of the company; and
(b) proof may be made against the estate of the bankrupt of
the estimated value of the liability of the bankrupt to
future calls, as well as calls already made.
(8) Subject to this section, when the creditors of the company
are paid in full, moneys due on an account to a contributory from the
company may be made to the contributory by way of set-off against a
subsequent call.
(9) Where a company is being wound up, the books and papers
of the company and of the liquidator are prima facie evidence, as
between the contributories of the company, of the veracity of the matters
recorded in the books and papers.
Rectification of register of members
110. Subject to sections 80 to 149, a person aggrieved, a member of
the company, the company or the liquidator, may apply to the Court for
the rectification of the register of members.
Proof of debt
111. (1) During the existence of a winding-up order, a creditor of a
company may in accordance with this section lodge with the liquidator a
statement, referred to as a proof of debt.

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(2) The proof of debt shall be in two parts.

(3) The first part of the proof of debt shall contain brief particulars
of
(a) the values and due dates of provable debts claimed by the
creditor to be outstanding in favour of the creditor against
the company and the nature and value of the securities
held by the creditor in respect of the debts,
(b) the values and due dates of the obligations outstanding in
favour of the company against the creditor on the date on
which the winding-up order was made against the company,
(c) the nature and value of securities of any description held
by the company regarding the outstanding obligations, and
(d) the total values of the debts, obligations and securities
specified in this subsection.
(4) The second part of the proof of debt shall contain details of
the transactions from which the debts and obligations arise.
(5) The liquidator shall give a copy of the first part of the proof
of debt to
(a) the company, and
(b) each creditor mentioned in the statement of affairs of the
company or who, not being so mentioned, personally
lodges a proof of debt.
(6) Where the company knows or believes that the proof of debt
is false in a material particular, the company shall inform the liquidator
as soon as it is reasonably practicable.
(7) The liquidator shall examine a proof of debt lodged with the
liquidator and if after considering the representations made by the
company or any other creditor, it appears to the liquidator that
(a) an item is improperly included,
(b) a value is incorrectly stated, or
(c) the proof is otherwise incorrect,
the liquidator shall give notice of the objection to the creditor who may
lodge an amended proof within the period specified in the notice or the
period that the liquidator may permit.
(8) Where the liquidator is satisfied with the proof of debt, the
liquidator shall give notice to the creditor of the admission of the proof
of debt subject to verification under section 104.

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(9) The liquidator shall give notice to the creditor that the

liquidator rejects the proof of debt where a creditor fails to lodge an
amended proof of debt or a further amended proof of debt within the
period permitted under subsection (7), and the liquidator maintains that
the previous proof of debt is incorrect.
(10) The liquidator may by notice in the Companies Bulletin fix a
time within which creditors are to prove the debts or claims of the
creditors or for those creditors to be excluded from the benefits of a
distribution made before the debts are proved.
First meeting of creditors after appointment of liquidator
112. (1) The liquidator shall
(a) call a first meeting of creditors for a date within six weeks
after the appointment of the liquidator,
(b) give the notice of the meeting that may be practicable to
each creditor who
(i) is mentioned in the statement of affairs of the
company, or
(ii) not being so mentioned, has lodged a proof of debt,
and
(c) publish the notice in a daily newspaper of national circulation
and in the Companies Bulletin.
(2) Subject to paragraph (a) of subsection (1) the meeting shall be
closed not later than eight weeks after the appointment of the liquidator.
(3) The liquidator shall provide each creditor of the company
with a copy of the statement of affairs of the company and of the
proposals for an agreement with creditors lodged by the creditors together
with the observations on the proposals that the liquidator intend to make
before the date of the meeting.
(4) The liquidator shall put to the meeting questions that the
liquidator considers appropriate, and where the company has proposed
an agreement with creditors, the meeting shall be asked to approve or
reject the proposal.
(5) An agreement with creditors is not approved unless the
agreement has secured at least fifty-one percent of the votes cast.
(6) A meeting of creditors of a company shall not proceed unless
there is a quorum of at least three creditors with admitted proofs of debt,
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or the creditors if they are less than three, are present in person or by
proxies.
(7) When a quorum is not present within half an hour after the
time appointed for the commencement of the meeting of creditors, the
liquidator shall adjourn the meeting to a date that the liquidator may
determine but which is not less than seven days or more than fourteen
days after the original meeting.
(8) If a quorum is not formed within half an hour after the time
appointed for the commencement of the meeting, the meeting shall be
considered cancelled.
(9) The cancellation of a meeting under subsection (8) shall not
prevent the Court from the consideration and determination of a matter
as if the meeting had been held and closed on the day on which the meeting
was cancelled.
(10) Subsection (9) does not authorise the Court to confirm an
agreement with creditors which has not been approved by a meeting of
creditors.
(11) The liquidator shall preside over the meeting of creditors
and at the meeting, each creditor with an admitted proof is entitled to be
heard in person or by a proxy.
(12) Subject to sections 80 to 149, decisions at a meeting of creditors
shall be by a simple majority of the votes cast and each creditor with an
admitted proof is entitled to cast a number of votes proportionate to the
value which the amount of debt owed to that creditor bears to the
aggregate of the debts owed to all creditors or if there is more than one
class of creditors, to the aggregate of the debt owing to all creditors of
the class to which the creditor belongs.
(13) For the purpose of voting, the net amount of a debt shall be
calculated by deducting the following amounts from the total value of
the debts owed to the creditor:
(a) the total value of securities held by the creditor;
(b) the total value of obligations outstanding in the favour
of the company against the creditor, and
(c) the amount of each dividend to which the creditor has
become entitled.
(14) For the purposes of this section, “admitted proof ” means a
proof of debt which has been found satisfactory upon an examination
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by the liquidator for the whole or part of an amount being claimed under
this section.
Consulting creditors and members
113. (1)  Subject to sections 80 to 149, the liquidator shall,
(a) report to the creditors at intervals of not more than six
months on the progress of the liquidation,
(b) consult the creditors on the matters arising in proceedings
which substantially affect their interest, and
(c) give effect, to the views expressed by the creditors in
relation to the realisation and distribution of assets.
(2) The liquidator may, in accordance with subsection (1), call a
meeting of the creditors at any time, and if required to do so, by notice in
writing, signed by the creditors whose votes exceed one-fifth of the total
number of votes which would be cast at the meeting.
(3) Subsections (6) to (13) of section 112 apply in relation to a
meeting of creditors called under this section.
(4) The liquidator shall, subject to this section, in the event of an
official winding-up that continues for more than one year,
(a) summon a general meeting of the company and a meeting
of the creditors
(i) at the end of the first year from the commencement
of the winding-up and of each succeeding year; or
(ii) at the first convenient date within three months from
the end of the year or a longer period that the
liquidator may allow;
(b) lay before the meeting an account of the
(i) acts and dealings of the liquidator,
(ii) conduct of the official winding-up during the
preceding year, and
(iii) trading of the company, showing the time that the
business of the company has been carried on, and
(c) publish in the Companies Bulletin a copy of the account
within twenty-eight days after the meeting.
Committee of creditors
114. (1) The creditors shall have the right to set up a committee of
creditors that will be accountable to the entire body of creditors.

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(2) The members of the committee of creditors shall not be more

than five.
(3) The creditors shall determine the conditions of appointment
of the members of the Committee.
(4) The expenses incurred in the performance of the duties of
the Committee shall be considered as part of the cost of liquidation.
(5) The Committee shall approve transactions that substantially
affect the interest of the Committee including payments out of assets,
dispositions and contracts.
Examination by Court
115.  (1) The liquidator may summon before the Court
(a) an officer of the company,
(b) a person known or suspected of being in possession of
any property of the company,
(c) a person indebted to the company, or
(d) a person whom the liquidator considers capable of giving
information concerning the promotion, formation, trade,
dealings, affairs or property of the company after the making
of a winding-up order.
(2) The Court may examine on oath a person summoned before
the Court by word of mouth or on written interrogatories and may
reduce the answers to writing.
(3) The Court may require a person summoned before the Court
to produce all books, records, returns and other relevant documents in
the custody or power of that person relating to the company.
(4) Where a person claims a lien on the books, records, returns
and other documents produced, the production shall not be affected by
the lien, and the Court may determine in the official winding-up the
question relating to that lien.
(5) Where a person summoned under this section after being
tendered a reasonable sum of money for expenses, refuses to come before
the Court at the time appointed, without reasonable excuse that is made
known to the Court at the time of the sitting of the Court and allowed by
the Court, the Court may order the arrest of the person for examination
by the Court.

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Application to Court for inquiry into the conduct of persons in relation

to company
116. Where the circumstances require, the liquidator shall apply to the
Court for an enquiry into the conduct of a person as regards the activities
of that person in relation to the company.
Order against fraudulent or delinquent persons
117. (1) Where, in the course of the official winding-up of a company,
it appears that a business of the company has been carried on with intent
to defraud the creditors of the company or creditors of any other person
or for a fraudulent purpose, the Court may, on the application of
(a) the liquidator,
(b) a creditor, or
(c) a member or contributory of the company
declare that the persons who were knowingly parties to the carrying on
of that business in the manner stated are personally responsible, without
a limitation of liability to the debts or any of the debts or any other
liabilities of the company that the Court may direct.
(2) On the hearing of an application, the liquidator may personally
give evidence or call witnesses.
(3) Where the Court makes a declaration, the Court may give
any other directions to give effect to the declaration, and in particular
may provide for making the liability of a person under the declaration a
charge on
(a) a debt or an obligation due from the company to that person,
or
(b) a mortgage or charge or an interest in a mortgage or charge
on the assets of the company held by or vested in
(i) that person or a company,
(ii) a person on behalf of that person,
(iii) a person claiming as an assignee from or through
the person liable, or
(iv) a company or person acting on behalf of that person
and may make any further order that may be
necessary to enforce a charge imposed under this
subsection.
(4) For the purposes of this section, the expression “assignee”
(a) includes a person who or in whose favour, by the directions
of a person liable, the debt, obligation, mortgage or charge
was created, issued or transferred or the interest created;
and
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(b) does not include a person specified in paragraph (a)

contracted for valuable consideration, other than consideration
by way of marriage, given in good faith and without notice
of the matters on the grounds of which the declaration is
made.
Penalty for carrying on business with intent to defraud
118. (1) Where a business of a company is carried on with the intent
and for the purpose mentioned in subsection (1) of section 117, a person
who was knowingly a party to the carrying on of the business in the
manner described in section 117, commits an offence and is liable on
summary conviction to a fine of not less than five hundred penalty units
and not more than one thousand penalty units or to a term of imprisonment
of not less than two years and not more than five years or to both the fine
and imprisonment.
(2) If a person who contravenes subsection (1) is a director, the
person is liable to be disqualified from acting as a director for five years.
(3) The provisions of section 117 and this section shall have
effect despite the fact that the person concerned may be criminally liable
regarding the matters on the grounds on which the declaration is to be
made.
(4) Where a declaration under subsection (1) of section 117 is
made, the declaration is a final judgment of the Court, for the purposes
of sections 80 to 147.
Duty of director to prevent insolvent trading
119. A director who causes a company to engage in any form of
business or trade or incur a debt or liability where that director
(a) has reasonable grounds to believe that the company is
insolvent, or will become insolvent; or
(b) ought to have known at the time of causing the company to
engage in the business or trade or incur the debt or liability
that the company was insolvent or would become insolvent
as a result of incurring that debt
commits an offence and is liable on summary conviction to a fine of not
less than five hundred penalty units and not more than one thousand
penalty units or to a term of imprisonment of not less than two years
and not more than five years or to both.

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Assets Available for Winding-up

Property in the custody or under the control of the liquidator
120. The liquidator shall make available the property of the company
in the custody of the liquidator in accordance with section 92 for the
purposes of the official winding-up.
Repayment by preferred creditors
121. Where, at the time between the making of a winding-up order
and the end of the liquidation of the company, it appears to the liquidator
that, during the twelve months ending with the commencement of the
winding-up and at a time when the company was insolvent the company
(a) made a payment or any other transfer of property,
(b) paid a mortgage or any other charge, or
(c) suffered a judgment or incurred any other obligation
with the intent that any of the creditors should benefit at the expense of
others, the liquidator shall give notice to the creditor so preferred and
require that creditor, within the period specified in the notice, to restore
to the liquidator whether by payment of money, transfer of property or
surrender of rights, the benefit which has accrued to the creditor by reason
of the creditor being preferred.
Restoration of property
122. (1) On the commencement of a winding-up, a person who
received payment of money or any other transfer of property during the
relevant period regarding a debt owed to that person by the company,
shall restore the property or the value of the property to the liquidator on
receipt of a notice given in that behalf by the liquidator.
(2) For the purpose of subsection (1), the expression “relevant
period” means the period that commences twenty-one days before the
presentation of the petition on which the winding-up order was made
or, if made on two or more petitions, before the presentation of the first
petition, and ends with the making of the winding-up order.
(3) Subsection (1) does not apply to a payment or any other transfer
of property
(a) made by the company to the banker of the company in
so far as the payment has been subsequently made by the
bank in meeting cheques drawn by the company,
(b) made regarding a debt incurred during the relevant
period,
(c) made in respect of a secured debt, or

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(d) made on the enforcement against a third party of a guarantee

or indemnity or of a mortgage, charge or lien on the property
of that party.
(4) On the commencement of the winding-up, the property in
the possession of the bailiff at the time of the making of the winding-up
order, which is property of which possession was taken under an execution
issued by a creditor of the company or the proceeds of that property
shall be transferred to the liquidator, after deduction of the charges of the
bailiff for the execution.
(5) Where a person has complied with subsection (1) or a notice
given under section 121, that person may lodge a proof of debt or
require the liquidator to amend the proof within one month after the
notice was given, to enable the debt regarding the notice given to rank for
dividend at the value which is appropriate in view of the compliance.
Reversal of transactions
123. (1) Where it appears to the liquidator that the company made a
disposition of the property of the company otherwise than for full value
or in settlement of a due debt or incurred an obligation otherwise than
for full value,
(a) during the two years ending with the making of the winding-
up order, or
(b) more than two years but less than ten years before the making
of the winding-up order and at a time when the company
was insolvent,
the liquidator may give notice to the person to whom the disposition was
made or for whose benefit the obligation was incurred, requiring that
person within the period specified in the notice, to restore to the liquidator,
whether by payment of money, transfer of property or surrender of rights,
the excess of the benefit which accrued to that person above the value of
the consideration provided.
(2) Transactions at an undervalue may be allowed where the
transactions
(a) were made in good faith to carry on the business of the
company;
(b) were made at a time when there were reasonable grounds
to believe that the transaction would benefit the company;
or
(c) were not made at a time that the directors were aware
that the company was insolvent or the transactions
themselves made the company insolvent.
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(3) Excess benefit restored under subsection (1) shall be treated as

a provable debt in respect of which a proof may be lodged within one
month after the restoration except where a director of a company commits
a breach of duty under the Companies Act, 2019 (Act 992).
Payment by money-lenders
124. Where, between the making of a winding-up order and the end
of the liquidation, it appears to the liquidator that during the ten years
ending with the making of the winding-up order, a sum of money was
paid or allowed by the company in respect of a loan in circumstances in
which the Court would have ordered the lender to make a repayment to
the company, the liquidator may give notice to the lender requiring the
lender, within a period specified in the notice, to make a like payment to
the liquidator.
Avoidance of assignment and floating charges
125. (1) A conveyance or an assignment by a company of a property
of the company to the trustees to the benefit of the creditors of the
company is void.
(2) A property covered by subsection (1) or a floating charge
invalidated under the Companies Act shall be dealt with as part of the
general assets of the company.
Call on contributories
126. (1) The liquidator may
(a) make calls on all or any of the contributories for the time
being settled on the list of contributories to the extent of
the liability
(i) for the payment of moneys which the liquidator
considers necessary to satisfy the debts and liabilities
of the company, the cost, charges and expenses of
the winding-up, and
(ii) for the adjustment of the rights of the contributories
among themselves; and
(b) make an order for the payment of the calls so made after
the making of a winding-up order, and before or after the
liquidator has ascertained the sufficiency of the assets of
the company.

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(2) In making a call, the liquidator may take into consideration

the probability that some of the contributories may partly or wholly fail
to pay the call.
(3) The liquidator may order a contributory, purchaser or any
other person from whom money is due to the company to pay the amount
due into the Liquidation Fund specified by the liquidator instead of
making the payment to the liquidator, and the order may be enforced in
the same manner as if the order had directed the payment to the liquidator.
(4) An order or call made by the liquidator under this section is
conclusive evidence subject to the right of appeal, that the money that
appears to be due or ordered to be paid is due.
(5) A call made by the liquidator shall have the same effect as an
order of the Court, for the purpose of recovering a sum of money due.
Sums to be credited to Official Account of the company
127. (1) The liquidator shall open an Official Account of the company,
within the Liquidation Fund for each company in respect of which the
liquidator is a liquidator.
(2) The liquidator shall credit the account with the
(a) moneys received by the liquidator in respect of the
company by virtue of this section;
(b) payment made to the liquidator to increase the assets
available for dividends; and
(c) repayments regarding excess dividends made under
subsection (3) of section 130.
(3) Where, on the application by the company or by a creditor, it
appears to the Court before the termination of the liquidation that,
assets have been lost to the estate by reason of a default by the liquidator,
the Court may order that
(a) the Official Account of the company be credited with a
sum of money that the Court considers just, and
(b) an equivalent sum of money be debited to the Fees
Account.
Distribution of Assets
Disclaimer
128. (1) The liquidator may, within one year after the commencement
of the winding-up, by notice published in the Companies Bulletin, disclaim
the property of the company vested in the liquidator if the liquidator is of
the opinion that the property will not benefit the creditors.

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(2) Where a person interested in the property has by application

in writing required the liquidator to elect whether the liquidator disclaims
the property or not and the liquidator fails to disclaim within one month
after the application or a longer period that the Court may allow, subsection
(1) shall not apply.
(3) The Court may, on the application of a person interested,
give the relief and make any other provision that the Court considers just
in consequence of the disclaimer under subsection (1).
(4) The disclaimer shall operate to determine, as from the date
of the disclaimer, the rights, interests and liabilities of the company, in
or in respect of the property disclaimed.
(5) The disclaimer shall not affect the rights or liabilities of any
other person except where necessary in order to release the company and
the property of the company from liability.
Fees and outgoings
129. (1) The liquidator may withdraw sums of money from the assets of
the company sufficient to satisfy fees of the prescribed amount charged
in respect of the liquidation.
(2) When the fees become due to the liquidator in respect of a
company, the liquidator shall cause the fees to be paid by a transfer of the
necessary sums of money from the Official Account of the company to
the Fees Account which shall be opened for the purposes of paying fees.
(3) When the rent, rates, charges or any other outgoings fail to be
met by the liquidator in respect of the company, the liquidator shall cause
the rent, rates, charges and other outgoings to be paid out of the Official
Account of the company.
Dividends to creditors
130. (1) Subject to section 129, the liquidator shall from time to time,
and as early as practicable, declare and distribute dividends to creditors.
(2) The liquidator shall ensure that
(a) provision is made for the payment in full of the Class A
debts before a dividend is declared in respect of Class B
debts and so on throughout the classes;
(b) the debts within one class are ranked simultaneously and
equally;
(c) payment is made only in respect of debts which rank for
dividends and shall not exceed the values of the dividends;
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(d) where a security held by a creditor has not yet been

reduced or surrendered, the value of the debt against
which the security is held is to be treated as reduced by
the value of the security; and
(e) interest is not allowed regarding a period after the
commencement of the winding-up.
(3) Where a dividend is paid under subsection (2) in respect of a
debt which is subsequently struck out and reduced in value by an amendment
of the admitted proof, the creditor shall repay to the liquidator the difference
between the amount of the dividend and the amount which should have
been paid in the light of the amendment.
(4) Where a dividend is paid in respect of a debt and the debt is
subsequently increased in value by an amendment of the admitted proof,
the liquidator shall pay to the creditor the difference between the amount
of the dividend and the amount which, in the light of the amendment,
should have been paid so far as may be practicable, without a disturbance
to dividends already declared.
(5) Where a creditor has omitted to lodge a proof of debt during
the period permitted by this Act, or has omitted a provable debt from the
proof, the creditor may apply to the Court for relief during the liquidation.
(6) Where the Court is of the opinion that the omission is
excusable, the Court shall make an order requiring the liquidator to pay
to the creditor the sum of money that would have been payable to the
creditor under this section if the omission had not occurred, so far as
may be practicable without a disturbance to dividends already declared.
(7) Where at the end of a period of one year after the declaration
of a dividend stated by the liquidator to be the final dividend, payments
under that or a previous dividend remains outstanding because the creditors
in question cannot be found, the liquidator shall
(a) cancel the payment, and
(b) declare a further dividend in favour of the remainder of
the creditors unless payment in full has been achieved.
(8) In the case of a final dividend, or a further dividend declared
under subsection (7), payment of less than four hundred currency points
shall not be required to be made.

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(9) Payment under this section shall be made from the Official
Account of the company.
(10) Property which has not been converted into money may be
transferred to a creditor in place of the equivalent amount of money if
the creditor consents.
Distribution to members
131. (1) Subject to sections 80 to 149, the assets of a company shall be
applied in satisfaction of the liabilities of the company simultaneously
and equally on the official winding-up of the company.
(2)  Subject to the application under subsection (1), the assets of a
company shall be distributed among the members according to the rights
and interests of the members in the company, unless the constitution of
the company otherwise provides.
Disposal of unclaimed assets
132. Where a balance remains in the Official Account of the company
after provision is made for the payment and transfer of assets under
sections 129 to 131, the Court may order that the balance be transferred
to the Fees Account and give directions for the disposal of an asset not
converted into money.
Payment out of Official Account of Company and Fees Account
133. (1) A person is not entitled to a payment regarding any action
taken by the liquidator in relation to a company except out of a balance
in the Official Account of that company, or out of assets otherwise vested
in the liquidator in respect of the company under this Act.
(2) Costs awarded against the liquidator in any proceedings shall
be paid out of the Fees Account.
(3) During the continuance of liquidation, a person shall not be
required to
(a) supply goods,
(b) render services, or
(c) otherwise perform an obligation
under a contract entered into with the company before the
commencement of the winding-up, unless that person has received an
assurance from the liquidator that the assets of the company are sufficient
to enable the goods or services to be paid for, or the discharge of the
obligations otherwise recompensed, in accordance with the terms of the
contract.

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(4) Despite subsection (1), if an assurance given under subsection

(3) proves incorrect, the person to whom the assurance was given is
entitled to be reimbursed out of the Fees Account.
Termination of Proceedings
Order to terminate proceedings
134. (1) After the completion of the winding-up of a company and
the drawing up of the financial statements which have been approved by
an auditor appointed by the creditors, the liquidator shall apply to the
Court for an order to terminate the liquidation proceedings.
(2) The liquidator shall give notice of the application to each
creditor with an admitted proof together with a summary of the financial
statements.
(3) The liquidator shall send a copy of the financial statements
to the Registrar for registration and shall attach to the financial
statements a statement that shows
(a) that an application has been made for an order under
section 117, or
(b) that grounds do not exist for an application.
(4) The Court shall grant the application if satisfied with the
application by the liquidator.
(5) The Registrar of the Court shall send a copy of the order
made by the Court to the Registrar for registration.
Dissolution of company
135. When satisfied that the official winding-up of a company is
complete, the Registrar shall strike the name of the company off the
register and notify that fact in the Companies Bulletin and in a daily
newspaper of national circulation, and the company is, for the purposes
of this Act dissolved as at the date of the publication of the notification
in the Companies Bulletin and in a daily newspaper of national circulation.
Disposal of books and papers of company on dissolution of the
company
136. (1) The liquidator shall preserve the books, records, returns and
other documents of the company and of the liquidator for a period of
seven years after the dissolution of the company.

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(2) The liquidator may dispose of all books, records, returns and
other documents of the company after the expiration of the seven year
period unless the Registrar otherwise directs, in which event the liquidator
shall not dispose of the books, records, returns and documents until the
Registrar has consented in writing to the disposal.
Restoration of company
137. (1) The Court may, where a company is dissolved, make an
order within five years after the date of the dissolution, on the terms
determined by the Court, to declare the dissolution as void and to order
the name of the company to be restored to the register on application
made by
(a) the Registrar,
(b) a former officer, member or creditor of the company, or
(c) a person claiming through or under any of the persons
named in paragraph (b) for the purpose.
(2) The Registrar shall, on the order of the Court, restore the
name of the company to the register and the company shall be deemed to
have continued in existence as if the company had not been dissolved.
(3) An official copy of the order made under subsection (1) shall
be delivered to the Registrar for registration and the Registrar shall
publish the copy in the Companies Bulletin.
(4) For the purposes of a period of limitation, time does not run
during the period between the dissolution and the restoration.
(5) The Court may give directions and make provisions as the
Court considers just for placing the company and any other person in the
same position as nearly as possible as if the name of the company had
never been struck off.
Supplementary Provisions on Official Liquidation
Stay of winding-up proceedings
138. (1) The Court may, on an application by the liquidator, creditor,
member or contributory, make an order to stay proceedings regarding the
winding-up, where the Court is satisfied on proof by the applicant that
proceedings ought to be stayed.
(2) The Court may make the order to stay the proceedings
altogether or for a limited period and on the terms and conditions
determined by the Court.

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(3) The Court may require a person to furnish the Court with a
report regarding the facts or matters which are in the opinion of the Court
relevant to the application before making the order.
(4) The Court may order the company or any other person to
forward a copy of an order made by the Court to the Registrar.
(5) The Registrar shall record the order in the books of the
Registrar in respect of the company and in the Companies Bulletin and in
a daily newspaper of national circulation after the receipt of the order.
Arrest of person who impedes winding-up proceedings
139. (1) Where an order for winding-up of a company is made and
before the completion of the liquidation, it appears to the Court that the
proceedings of the winding-up are or may be impeded because a member
or contributory, an officer of the company or any other person whom the
Court considers likely to help in the successful completion of the liqui-
dation or whose conduct is impeding or may impede the winding-up
(a) has absconded or is likely to do so;
(b) has removed, concealed, destroyed or damaged property
of the company or is likely to do so; or
(c) is likely to fail to attend as required before the Court, the
liquidator or a meeting of creditors,
the Court may issue a warrant for the arrest of that person or the seizure
of the property or for both the arrest and the seizure.
(2) Where a warrant of arrest is issued, the provisions of the
Criminal and Other Offences (Procedure) Act, 1960 (Act 30) relating to
arrest apply in the manner that the provisions apply to arrest for a
criminal offence, and a person arrested under that warrant shall be
conveyed from custody to a hearing by the Court for the necessary orders
to be made for the purpose of the winding-up proceedings.
(3) Property seized under subsection (1) shall be dealt with in a
manner that the Court may direct but a property which does not belong
to the person and is not likely to be subject to the powers of the liquidator
shall revert to the owner of the property as soon as practicable.
Offences
140. A person, other than the official liquidator, who contravenes a
duty imposed on that person under this Act, commits an offence and is
liable on summary conviction to a fine of not less than three hundred

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penalty units and not more than seven hundred and fifty penalty units or
to a term of imprisonment of not less than eighteen months and not
more than three years or to both.
Prosecution of fraudulent or delinquent persons
141. (1) Where it appears to the Court in the course of the official
winding-up, that a past or present officer or member of the company has
committed an offence in relation to the company for which that officer
or member of the company is criminally liable, the Court may, on the
motion of the Court or on an application by a person interested in the
official winding-up, direct the liquidator to refer the matter to the
Attorney-General.
(2) Where it appears to the liquidator in the course of an official
winding-up that a past or present officer or member of the company has
committed an offence in respect of the company for which that officer or
member is criminally liable, the liquidator shall immediately
(a) report the matter to the Attorney-General,
(b) furnish the Attorney-General with the information, and
(c) give the Attorney-General access to the facilities for inspection
and obtaining copies of documents, in the possession or
under the control of the liquidator that relate to the matter
in question that the Attorney-General may require.
(3) Where a report is made under subsections (1) and (2) to the
Attorney-General, the Attorney-General may give directives for an
enquiry to be made.
(4) The Attorney-General shall investigate the matter and may,
if it is expedient, apply to the Court for an order to confer on the
Attorney-General or a person designated by the Attorney-General for
that purpose with respect to the company concerned, the power provided
by the Companies Act, 2019 (Act 992) to investigate the affairs of the
company.
(5) Where it appears to the Court in the course of an official
winding-up that
(a) a past or present officer or a member of the company has
committed an offence as specified in subsection (2), and
(b) a report has not been made with respect to the offence by
the liquidator to the Attorney-General,
the Court may direct the liquidator to make the report on the application
of the person interested in the official winding-up, or on the motion of
the Court.

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(6) Where a report is made under this section the report shall
have effect as though the report has been made in accordance with sub-
section (2).
(7) Where a matter is reported or referred to the Attorney-
General under this section and the Attorney-General considers that the
case is one for which prosecution ought to be instituted, the Attorney-
General shall institute the prosecution, and the liquidator and each
officer and agent of the company past and present, other than the defen-
dant in the proceedings, shall give the Attorney-General and the liquida-
tor the assistance in connection with the prosecution which that officer
or agent is reasonably able to give.
(8) For the purpose of subsection (7), “agent” in relation to a
company, includes a banker or lawyer of the company and a person
employed by the company as auditor, whether or not that person is an
officer of the company.
(9) Where a person fails or neglects to give assistance in the
manner required by subsection (7), the Court may order that person to
comply with the requirements of that subsection on the application of
the Attorney-General.
(10) Without limiting subsection (9), the Court may order that
the costs of the application shall be borne by the liquidator personally
unless it is established that the failure or neglect to comply was due to the
fact that the liquidator did not have sufficient assets of the company at
the time to enable the liquidator to do so.
Inspection of records of company
142. (1) The Court may make an order that the Court considers just
after making a winding-up order for the creditors, members or contributories
to inspect all books, records, returns and other relevant documents of the
company and the inspection shall be carried out accordingly.
(2) Subsection (1) does not exclude or restrict the statutory rights
of a government department or a person acting under the authority of a
Government department.
Notification of liquidation
143. (1) Where a company is being wound up, an invoice, order or a
business letter or any other document issued by or on behalf of the

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company on which the name of the company appears, shall contain a

statement that the company is being wound up and shall have the phrase
“in official liquidation’’ or “ in liquidation” as is applicable, affixed after
the name of the company.
(2) An officer of the company or a liquidator, who fails to comply
with subsection (1) commits an offence and is liable on summary conviction
to a fine of not less than two hundred penalty units and not more than
five hundred penalty units or to a term of imprisonment of not less than
one year and not more than two years or to both.
Exemption from stamp duty
144. (1) In the official winding-up of a company, the company is
exempt from stamp duties chargeable under an enactment in respect of,
(a) an assurance which relates solely to
(i) freehold or leasehold property,
(ii) a mortgage, charge or any other encumbrance on a
property, or
(iii) an estate, a right or an interest in, property which
forms part of the assets of the company and which,
after the execution of the assurance, at law or in
equity, is or remains part of the assets of the
company, and
(b) a power of attorney, a proxy paper, a writ, an order, a
certificate, an affidavit, a bond or any other instrument or
writing that relates solely to the property of a company
which is being wound up, or to the proceedings under that
winding-up.
(2) For the purpose of subsection (1), “assurance” includes a
deed of conveyance, an assignment and a deed of surrender.
Official Liquidation of Other Bodies Corporate
Winding-up of other bodies corporate
145. Subject to this section and to sections 146 to 149, a body corporate
which,
(a) has or had an office or place of business in Ghana, or
(b) has assets situated in Ghana may be wound up by way of
official liquidation under this Act and sections 81 to 144
shall apply to the body corporate as if that body corporate
were a company.

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Exclusion of certain bodies corporate

146. Despite section 145, a body corporate shall not be wound up under
this Act if the body corporate is
(a) a firm incorporated under the Incorporated Private
Partnerships Act, 1962 (Act 152), or
(b) a body corporate formed by or under an enactment which
makes specific provision for the winding-up of bodies
corporate formed by or under that eactment.
Application to foreign bodies corporate
147. (1) A body corporate incorporated outside the Republic may be
wound up under this Act although the body corporate has been dissolved
or otherwise ceased to exist under or by virtue of the laws of the country
under which that body corporate was incorporated.
(2) Where an order is made for the official winding-up of a body
corporate incorporated outside the Republic, the Court may, in the winding-
up order or on a subsequent application by the liquidator, direct that
(a) the branch of that body corporate in Ghana shall be treated
as a separate body corporate,
(b) the assets and liabilities situate in Ghana shall be treated
as the assets and liabilities of that body corporate for the
purposes of the winding-up, and
(c) the transaction by or with that branch shall be deemed to
be validly done although that transaction occurred after
the date when the body corporate was dissolved or otherwise
ceased to exist under or by virtue of the laws of the country
under which that body corporate was incorporated.
Winding-up by the Court
148. A body corporate shall not be wound up except on a petition to
the Court in accordance with section 84.
Grounds for winding-up of foreign bodies corporate
149. (1) In the application of this section to a foreign body corporate,
subsection (2) shall be substituted for subsection (2) of section 84.
(2) The Court may, on a petition, order the official winding-up of a
body corporate if,
(a) the body corporate is dissolved, has ceased to carry on
business, or is carrying on business only for the purpose
of winding-up the affairs of the company;
(b) the body corporate is unable to pay the debts of the
company;
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(c) the Court is of the opinion that

(i) the business or objects of the body corporate is or
are unlawful,
(ii) the body corporate is being operated for an illegal
purpose, or
(iii) the body corporate is carrying on a business or
operation not authorised by the constitution of that
body corporate; or
(d) the Court is of the opinion that it is just and equitable that
the body corporate winds up.
(3) In the determination of whether the body corporate is unable
to pay the debts of that body corporate, subsection (3) of section 83
applies.
Cross-Border Insolvency
Cross-border insolvency proceedings
150. The purpose of sections 151 and 152 is to provide effective
mechanisms for cross-border insolvency proceedings to
(a) promote co-operation between a Court and other competent
authorities of Ghana and foreign states involved in cases
of cross-border insolvency;
(b) provide legal certainty for trade and investment;
(c) provide for the fair and efficient administration of cross-
border insolvencies that protect the interests of creditors
and debtors and other interested persons;
(d) provide protection over the value of assets of a debtor;
and
(e) protect and preserve investment and employment.
Scope of application
151. (1) Sections 150 and 152 apply where assistance is required
(a) in Ghana by a foreign country or a foreign representative
in connection with a foreign proceeding; or
(b) by a Ghanaian Court or a Ghanaian representative in a
foreign state in connection with an insolvency proceeding
under this Act;
(c) in respect of a foreign insolvency proceeding and a
proceeding under this Act, relating to the same company
which is taking place concurrently; or
(d) by a creditor or other interested person of a foreign state
in commencing proceedings or requesting the participation
of proceedings commenced in Ghana in connection with
the insolvency proceedings of a company under the Act.

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(2) Sections 150 and 151 do not apply to a bank or financial

institution within the meaning of the Banks and Specialised Deposit-
Taking Institutions Act, 2016 (Act 930).
Rules and procedure
152. (1) Subject to the Rules of Court the matters set out in the Schedule
shall apply to cases of cross-border insolvency proceedings.
(2) For purposes of cross-border insolvency proceedings, the
Rules of Court Committee may make rules in relation to
(a) the practice and procedure of the Court for cross-border
insolvency proceedings;
(b) the manner in which an application in respect of a cross-
border insolvency proceeding shall be made to Court; and
(c) generally giving effect to the provisions of the Schedule.
Regulation of Insolvency Services
Establishment of Insolvency Services Division
153. (1) The Registrar shall, in pursuance of the Companies Act,
2019 (Act 992), establish a division of the Office of the Registrar of
Companies known as the Insolvency Services Division.
(2) The Registrar shall assign to the Insolvency Services Division,
staff of the Office of the Registrar of Companies that are necessary for
the proper and effective performance of the functions of the Division.
(3) The Insolvency Services Division shall perform the following
functions:
(a) regulate insolvency practice under the Companies Act,
2019 (Act 992), this Act and any other relevant enactment;
(b) keep under review the law and practice that relates to the
insolvency of companies and other bodies corporate in
the country and make recommendations to the Registrar
on any changes considered necessary;
(c) oversee the administration, restructuring and insolvency
proceedings of companies and other bodies corporate in
the country;
(d) receive reports from liquidators and insolvency practitioners
on the administration of insolvencies;
(e) receive reports from agents for debenture holders, trustees
for security holders and auditors for companies in distress
or insolvent situations to enable corrective measures to
be taken;

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(f) carry out research, commission studies, disseminate

information and provide public education in the area of
insolvency administration;
(g) establish and maintain communication and liaison with
international agencies, including the International
Commission on Trade Law, in the area of international
insolvencies and insolvency administration as may be
necessary for the efficient performance of the functions
of the Division;
(h) advise the Minister through the Registrar generally on
any matter relating to the law and practice of insolvency
and insolvency administration; and
(i) perform any other functions required for the attainment
of the objects of the Division;
(4) The Registrar is responsible for the day-to-day administration
of the affairs of the Insolvency Services Division.
(5) The Registrar may delegate a function required to be
performed by the Registrar for the purpose of the Insolvency Services
Division but the Registrar shall not be relieved from the ultimate
responsibility for the performance of the delegated function.
Meaning of insolvency practitioner
154. (1) Insolvency practitioner means
(a) a receiver under the Companies Act, 2019 (Act 992);
(b) a manager under the Companies Act, 2019 (Act 992);
(c) an administrator under this Act;
(d) a restructuring officer under this Act; or
(e) a trustee in bankruptcy under the Insolvency Act, 2006 (Act
708).
(2) Section 154 to 163 do not apply to the official liquidator.
Qualifications of insolvency practitioner
155. (1) A person is qualified to be an insolvency practitioner if
(a) that person is a Chartered Accountant, a lawyer or a
banker and that person is in good standing with a
recognised professional association; and
(b) that person is certified as a restructuring and insolvency
practitioner; and
(c) there is in force at the relevant time, security or professional
indemnity for the proper performance of the duties of
that person in accordance with the prescribed requirement.
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(2) A person is not qualified as an insolvency practitioner if the

person
(a) is a minor;
(b) is a body corporate;
(c) has been declared an undischarged bankrupt;
(d) is declared by a court of competent jurisdiction to be of
unsound mind;
(e) is the subject of a prohibition order under section 159;
(f) is disqualified under the Companies Act, 2019 (Act 992)
for fraudulent trading or is disqualified from holding an
office under the Companies Act, 2019 (Act 992);
(g) has been convicted in the preceding five years of
(i) an offence under this Act; or
(ii) a crime involving dishonesty or moral turpitude;
(h) is disqualified from acting as a liquidator, administrator,
receiver, trustee or supervisor under this Act or any other
enactment; or
(i) is subject to disciplinary proceedings or punishment under
any law.
(3) A person who is a professional can only act as an insolvency
practitioner if that person takes out an insurance policy for indemnity
for any act or omission on the part of that person as an insolvency
practitioner.
(4) For the purpose of paragraph (a) of subsection (1), “a
recognised professional association” means the Institute of Chartered
Accountants, the Ghana Bar Association or the Chartered Institute of
Bankers.
Acting as an insolvency practitioner without qualification
156. (1) A person who acts or purports to act as an insolvency
practitioner contrary to section 155, commits an offence and is liable on
summary conviction to a fine of not less than five hundred penalty units
and not more than one thousand penalty units or to a term of
imprisonment of not less than two years and not more than five years or
to both.
(2) An act carried out by a person who is not qualified to act as
an insolvency practitioner while acting as an insolvency practitioner shall
be valid unless the Court orders otherwise.
Persons disqualified from acting as administrators
157. Despite section 155,
(a) a creditor of the company in liquidation or under

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administration or an associated company, or

(b) a person who has, within the previous two years been a
shareholder, director, auditor or receiver of the company
in liquidation or under liquidation or of any associated
company,
is not eligible to act as an administrator or a restructuring officer.
Conduct and performance of insolvency practitioners
158. (1) The Registrar shall keep under review the conduct and
performance of insolvency practitioners.
(2) The Registrar may require
(a) an insolvency practitioner, or
(b) a person who is or has been an auditor of a company in
which the insolvency practitioner has held office
to furnish the Registrar with any document or information concerning
an insolvency practitioner.
(3) The Registrar may receive a representation from a person on
the conduct and performance of an insolvency practitioner and shall
within seven days after the receipt of the representation, disclose the
substance of that representation to the insolvency practitioner and seek
comments of the insolvency practitioner on the representation.
(4) The representation made to the Registrar and any
communication of the terms of that representation made in confidence
shall be protected by absolute privilege.
(5) Where the Registrar has a reasonable ground to suspect that
(a) an insolvency practitioner has failed to comply with this
Act in a manner that has or may materially affect
(i) creditors,
(ii) contributories, or
(iii) persons who deal in good faith with a debtor, or
(b) the insolvency practitioner has been suspended or removed
from the practice of
(i) accountancy,
(ii) law, or
(iii) any other prescribed profession by a professional
body in Ghana or by a comparable body outside
Ghana,

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the Registrar may inquire into the conduct and performance of the
insolvency practitioner.
(6) For the purpose of an inquiry under subsection (5), the
Registrar may, by notice in writing, require a director or shareholder of a
company or any other person including the secretary of any relevant
professional body to deliver to the Registrar the books, records, returns
and other relevant documents of the company in the possession of that
person or under the control of the person that are relevant to the subject
matter of the inquiry as the Registrar so requires.
(7) The Registrar may, for the purpose of an inquiry under
subsection (5), by notice in writing, require
(a) a director or former director of a company,
(b) a shareholder of a company,
(c) a person who was involved in the promotion or formation
of a company,
(d) a person who is, or has been, an employee of a company,
(e) a receiver, liquidator, administrator, accountant, auditor,
bank officer or other person having knowledge of the
affairs of a company, or
(f) a person who is acting or who has at any time acted as
legal counsel for a company,
to do any of the things specified in subsection (8).
(8) A person referred to in subsection (7) may be required to
(a) attend on the Registrar at a reasonable time and place
that may be specified in a request;
(b) provide the Registrar with information about the business,
accounts or affairs of the company as the Registrar
requests; or
(c) be examined on oath by the Registrar or by a law practitioner
acting on behalf of the Registrar on any matter relating to
the business, accounts or affairs of the company.
(9) The Registrar may pay to a person referred to in paragraphs
(c) and (f) of subsection (7) who is not an employee of the company,
reasonable travel and other expenses in compliance with a requirement
of the Registrar under subsection (8).
(10) An action or proceeding, including disciplinary proceedings
by any professional tribunal, body or authority having jurisdiction in
respect of professional conduct, shall not lie against a person arising from
disclosure in good faith of information to the Registrar in accordance
with this section.
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Application to Court by Registrar

159. (1) Where the Registrar, as a result of the outcome of an inquiry
under section 158 considers that there is reasonable ground to believe
that the insolvency practitioner is unfit to act by reason of
(a) failure to comply with this Act,
(b) misconduct or incompetence on the part of the insolvency
practitioner, or
(c) any other sufficient cause
the Registrar may apply to the Court for a prohibition order under
section 71 or 160.
(2) Where the Court makes a prohibition order, that fact shall be
entered in the file kept under subsection (6) of section 71 and in the register
of prohibited persons kept in accordance with subsection (4) of section
161.
Prohibition order against an insolvency practitioner
160. (1) Where it is proved to the satisfaction of a Court that a person
is unfit to act as an insolvency practitioner by reason of a failure to comply
or for any other sufficient cause, the Court shall make a prohibition order
against the person for a period of not more than five years.
(2) Where there is evidence that on two or more occasions within
the preceding five years, while a person was acting as insolvency practitioner
(a) a Court made an order to that person to comply; or
(b) an application for an order to the person to comply has
been made and that in each case that person has failed to
comply after the application has been made and before
the hearing, in the absence of any justifiable reasons to
the contrary,
this constitutes evidence of failure to comply within the meaning of this
section.
(3) A person in respect of whom a prohibition order is made
shall, with immediate effect, cease to act as an insolvency practitioner.
(4) Proceedings including the decision of the Court that relate to
an application for an order shall be served on the Registrar and the
Registrar of the prescribed professional body.
(5) The Registrar shall keep a copy of the proceedings including
the decision of the Court on a public file indexed by reference to the
name of the insolvency practitioner concerned.

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(6) In this section “failure to comply” means a failure of an

insolvency practitioner to comply with a duty under
(a) the appointing documents;
(b) this Act or any other enactment; or
(c) any order or direction of the Court other than an order
to comply made under this section.
Register of insolvency practitioners
161. (1) The Registrar shall keep and maintain a register of insolvency
practitioners in which the Registrar shall enter the name, address,
qualification and any other information that the Registrar may reasonably
require of each insolvency practitioner.
(2) An insolvency practitioner who is suspended or removed from
the practice of accountancy or law or any other prescribed profession by
any professional body in this country or by a comparable professional
body outside this country, shall give notice of that fact to the Registrar
within seven days after the insolvency practitioner receives notice of the
suspension or removal from practice of the profession.
(3) Where the Registrar
(a) receives a notice under subsection (2);
(b) is otherwise advised by the professional body concerned;
or
(c) has reasonable grounds to suspect that an insolvency
practitioner has been suspended or removed by the
relevant professional body from the practice of accountancy
or law or any other prescribed profession or is unfit to
continue to act as an insolvency practitioner, after
providing the insolvency practitioner with an opportunity
to be heard,
the Registrar may suspend the insolvency practitioner from continuing
in office as an insolvency practitioner, pending
(d) the making of further inquiries,
(e) the making of an application to the Court under section
160, or
(f) the making of a prohibition order by the Court.
(4) The Registrar shall enter against the name of the person

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concerned in the register of insolvency practitioners any of the following

matters that may affect that person:
(a) that the person has been the subject of a prohibition
order by the Court under section 71 or 160;
(b) that the person has been suspended or removed from the
practice of accountancy or law or the practice of any other
prescribed profession by any professional body in the country
or by any comparable body outside the country where the
Registrar has received notice to that effect from the professional
body or from the person concerned;
(c) that the person has died; or
(d) that the person has ceased to practise as an insolvency
practitioner and requested the Registrar to remove the
name of that person from the register.
Disclosure to and consultation with Registrar
162. (1) A person who holds or at any time has held office as an agent
for debenture holders or trustee of holders of any security issued by a
company or who has been an auditor of a public company shall disclose
to the Registrar information that relates to the affairs of the company
obtained in the course of holding that office where, in the opinion of the
person
(a) the company is insolvent, is likely to become insolvent or
is in serious financial difficulties;
(b) the company has breached, or is likely to breach in a
significant respect
(i) the terms of the agency deed or trust deed for
debenture holders or other security holders; or
(ii) the terms of the offer of any securities; or
(c) the disclosure of the information is likely to assist, or be
relevant to the exercise of any power conferred on the
Registrar under this section.
(2) An auditor or agent for debenture holders, trustee for security
holders shall take reasonable steps to inform the company concerned of
the intention to disclose information and the nature of the information
before disclosing that information to the Registrar.
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(3) The agent for debenture holders, trustee for security holders
or the auditor who has made a disclosure to the Registrar,
(a) may, on the initiative of the agent, trustee or auditor
consult with the Registrar, or
(b) may be required by the directors to consult with the Registrar,
on the position of the company and the way in which the
difficulties of the company may be addressed.
(4) In order to address the difficulties of the company identified
by a consultation under subsection (3), the Registrar may
(a) give advice and assistance in connection with any scheme
for resolving the difficulties of the company, or
(b) appoint an independent adviser to work with the company
to address the difficulties and report to the Registrar.
(5) An action or proceedings, including disciplinary proceedings
by a professional tribunal, body or authority having jurisdiction in
respect of professional conduct, shall not lie against any agent for debenture
holders or trustee for security holders or auditor arising from the disclosure
in good faith of information to the Registrar in accordance with subsection
(1).
Appointment of one or three insolvency practitioners
163. (1) One or three persons may be appointed as insolvency
practitioners in any case where this Act provides for the appointment of an
insolvency practitioner.
(2) Where one or three persons are appointed as insolvency
practitioners of a company
(a) the functions of the insolvency practitioner may be
performed or exercised by a majority of the insolvency
practitioners unless the order, instrument or resolution
that appoints the insolvency practitioners provides
otherwise; and
(b) the insolvency practitioners may act jointly and severally
to the extent that the insolvency practitioners exercise the
same powers unless expressly provided to the contrary
in the appointing document.
(3) A reference in this Act to an insolvency practitioner refers to
the insolvency practitioner or insolvency practitioners as the case requires.

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Qualified privilege in respect of proceedings for defamation

164. An insolvency practitioner shall have qualified privilege in any
proceedings for defamation in respect of matters included in a report or
any other document prepared under this Act.
Agreements
Netting agreement
165. (1) Parties to a qualified financial contract shall, where a party
becomes insolvent, treat the qualified financial contract in accordance
with this Act, the Securities Industry Act, 2016 (Act 929) and the Banks
and Specialised Deposit-Taking Institutions Act, 2016 (Act 930) or any
other applicable enactment.
(2) Subsection (1) does not apply to a qualified financial contract
where the qualified financial contract contains a netting agreement.
(3) A netting agreement shall not
(a) be regarded as a creditor claim; and
(b) affect the ranking of claims or distubution of dividends
to creditors during insolvency.
Enforcement of netting agreement
166. (1) Where a qualified financial contract contains provisions of a
netting agreement, the netting agreement is enforceable in accordance
with the terms of the contract including enforcement against an
insolvent party and where applicable, enforcement against a guarantor
or any other person who provided security for the insolvent party.
(2) An enforcement under subsection (1) shall not be stayed,
avoided or limited by
(a) an action of the liquidator;
(b) any other enactment relating to bankruptcy, re-organisation,
composition with creditor, receivership or any other
insolvency proceedings that the insolvent party may be
subject to; or
(c) any other enactment that may be applicable to the insolvent
party.
(3) For the purposes of section 165 and this section, a “qualified
financial contract” includes a financial agreement, contract or transaction
which provides for a term or condition incorporated into the agreement
by reference to another contract or transaction, pursuant to which

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payment or delivery obligations are due to be performed at a certain time

or within a certain period of time such as
(a) a currency, cross-currency or interest rate swap;
(b) a basis swap;
(c) a spot, future, forward or other foreign exchange transaction;
(d) a commodity swap;
(e) a forward rate agreement;
(f) a currency or interest rate future;
(g) a currency or interest rate option;
(h) an equity derivative, such as an equity or equity index
swap, equity forward, equity option or equity index
option;
(i) a derivative relating to bonds or other debt securities or to a
bond or debt security index such as a total return swap,
forward option or index option;
(j) a credit derivative such as a credit default swap, credit
default basket swap, total return swap or credit default
option;
(k) an inflation or any other economic statistics derivative;
(l) a spot, future, forward or any other securities or commodities
transaction;
(m) a securities contract including a margin loan and an agreement
to buy, sell, borrow or lend securities;
(n) a commodities contract including an agreement to buy,
sell, borrow or lend commodities;
(o) a collateral arrangement;
(p) an agreement to clear or settle securities transactions or
to act as a depository for securities;
(q) any other agreements, contracts or transactions similar
to an agreement, contract or transaction specified under
paragraphs (a) to (p);
(r) any swap, forward, option, contract for differences or
other derivatives in respect of, or combination of, one or
more agreements;
(s) contracts referred to in paragraphs (a) to (q); and
(t) any other agreement, contract or transaction designated
as a qualified financial contract by the Securities and
Exchange Commission, the Bank of Ghana or any other
relevant authority by notice published in the Companies
Bulletin.

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Miscellaneous Matters
Regulations
167. (1) The Minister shall, within twelve months after the coming
into force of this Act, by legislative instrument, make Regulations to
(a) prescribe the fees to be paid under this Act;
(b) prescribe the thresholds to determine the inability of a
company to pay the debts or other obligations of the
company;
(c) prescribe the procedure for
(i) a meeting of creditors;
(ii) a meeting of shareholders;
(iii) a watershed meeting; and
(iv) the appointment, removal, resignation and filling
of vacancies of insolvency practitioners;
(d) provide the criteria for proving debts;
(e) provide for reporting procedures;
(f) provide for matters in relation to cross-border insolvency
proceedings; and
(g) provide for any other matter necessary for the effective
implementation of the provisions of this Act.
(2) The Minister shall, in making the Regulations under
paragraph (f) of subsection (1), be satisfied that
(a) the Republic and the foreign country concerned are parties
to an agreement for mutual recognition of insolvency
proceedings;
(b) the level of recognition given to the interest of Ghanaian
debtors and creditors in an insolvency proceeding in the
foreign country and the terms of the agreement referred
to in paragraph (a) provide protection for the interest of
debtors and creditors in the country; or
(c) it is in the public interest to do so.
Guidelines
168. The Registrar may issue guidelines in respect of
(a) fees to be paid by insolvency practitioners;
(b) any other matter necessary for the effective implementation
of this Act; and
(c) remuneration of the administrator or the restructuring
officer.

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Interpretation
169. In this Act, unless the context otherwise requires,
“administration” means a process of enabling the rehabilitation
of a company that is financially distressed beginning when
an administrator is appointed to perform duties necessary to
achieve the objects laid out in subsection (1) of section 1
and ending as set out in subsection (2) of section 2;
“administrator” means the person who is appointed the
administrator of a company in administration;
“agreement” means restructuring agreement referred to in
section 44;
“appointing document” means the document that appoints an
insolvency practitioner;
“body corporate” means a corporation formed under the
Companies Act, 2019 (Act 992) or otherwise and whether
in Ghana or elsewhere but does not include a corporation
sole such as an incorporated office;
“Companies Act” means the Companies Act, 2019 (Act 992);
“Companies Bulletin” means the record of official statements kept
and maintained by the Registrar of Companies in respect
of company matters provided for by any relevant
enactment;
“company” means a body formed and registered under the
Companies Act;
“constitution” means the rules and regulations of a company
established in accordance with the Companies Act;
“contingent creditor” means a person towards whom, under
an existing obligation, the company may or will become
subject to a liability on the occurrence of a future event;
“contributory” includes
(a) a person liable to contribute to the assets of a
company in the event of the company being wound
up,
(b) a person alleged to be a contributory for the
purpose of the proceedings for determination, and
the proceedings before the final determination of
the persons who are to be deemed to be contributories;
“convening period” has the meaning assigned to it by section
24;

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“Court” means High Court;

“enforcement process” in relation to property, means
(a) execution against property; or
(b) any other court process in relation to that property;
“financial statements” in relation to a company includes
(a) statement of financial position;
(b) statement of comprehensive income;
(c) statement of changes in equity;
(d) statement of cash flows; and
(e) description of significant accounting policies and
explanatory notes to the financial statements
prepared in compliance with International Financial
Reporting Standards approved or adopted by the
Institute of Chartered Accounts or any other
standards approved or adoption by the Institute;
“insolvency practitioner” has the meaning assigned to it in
section 154;
“insolvent” means unable to pay debts as the debts fall due;
“liquidation” in relation to a company means the winding up
of the company;
“liquidator” means the person other than the official liquidator
who is responsible for the liquidation of a company;
“Minister” means the Minister responsible for Justice;
“negative net worth” means where the value of the assets of the
company is less than the liabilities of the company taking
into account the contingent and prospective liabilities of
the company;
“netting agreement” includes
(a) an agreement between two parties that provides for
net settlement of present or future payment or
delivery obligations or entitlements arising under
or in connection with one or more qualified financial
contracts entered into under the agreement by the
parties to the agreement, and entered into;
(b) an agreement between two parties that provides for
the net settlement of the amount due under two or
more agreements referred to in paragraph (a); or
(c) a collateral arrangement related to an agreement
under paragraph (a) or (b) entered into by the
parties under paragraph (a) or (b), before or after
the coming into force of this Act;

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“Office of the Registrar of Companies” means the corporate

statutory body established to register and regulate companies
under the Companies Act, 2019 (Act 992);
“official liquidation”, in relation to a company, means the winding-up
of a company carried out by the Registrar of Companies
who is the official liquidator;
“official liquidator” means the Registrar of Companies;
“official winding-up” means a winding-up of a company under
sections 80 to 144 of this Act;
“ordinary resolution” means a resolution by simple majority;
“Post-Commencement Financing” means any
(a) remuneration or reimbursement for expenses or any
other amount of money relating to employment that
becomes due and payable by a company to an
employee during the business restructuring or
administration proceedings of the company but that
is not paid to the employee; and
(b) financing obtained by the company including trade
financing and venture capital during the
administration or restructuring proceedings of the
company and may be secured to the lender by
utilising an asset of the company that is not
otherwise encumbered;
“preference share” means a share which does not entitle the
holder of the share to a right to participate beyond a specified
amount in a distribution whether by way of dividend, or
on redemption in a winding-up or otherwise;
“preferential claim” means a claim which is a preferential debt
in accordance with section 107 except for the payment of
the fees and expenses properly incurred by the liquidator or
administrator in carrying out the functions and duties of
the liquidator or administrator;
“property” means movable or immovable property;
“prospective creditor” means a person to whom the company
is indebted in a sum of money not immediately payable;
“provable debt” means an obligation, the value of which is
capable of assessment in money, being
(a) an obligation which, apart from this Act, would
have been enforceable by the creditor against the

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company at the date on which the winding-up

commenced, or
(b) an existing or a future obligation, other than an
obligation unenforceable by virtue of the law relating
to limitation of actions, which by reason of a
transaction took place before the date, which might
apart from this Act, have become enforceable by the
creditor against the company after that date,
and a reference in sections 80 to 148 to the value of a provable
debt is a reference to the value of the debt apart from the value
of the debt
on that date;
“receiver” means
(a) a person appointed to take possession of property
in receivership and deal with the property as directed
by the Court or the instrument of appointment; and
(b) an insolvency practitioner as defined in section 154;
“Registrar” means Registrar of Companies;
“restructuring agreement” means the agreement that is
executed by a company and the creditors of the company
to provide for payments towards the debts of the creditors;
“restructuring officer” means the person who is appointed the
administrator of a restructuring agreement;
“secured creditor” means a person entitled to a charge on or
over an identifiable property owned by a debtor;
“set-off ” means the application of a sum of money owed to a
person in satisfaction or reduction against a claim by
another party for a sum of money owed by that first person;
“special resolution” means a resolution of creditors passed in
accordance with section 82;
“unsecured creditor” means a creditor whose debt is not secured
by any asset of the company and does not fall into any other
classes specified in subsection (3) of section 107;
“watershed meeting” means a meeting of creditors called by
the administrator to decide the future of a company and,
in particular, whether the company and the creditors should
execute a restructuring plan or wind-up the company; and
“working day” means a weekday other than a public holiday.

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Repeal and savings

170. (1) The Bodies Corporate (Official Liquidations) Act, 1963 (Act
180) is repealed.
(2) Despite the repeal of Act 180, the Regulations, notices, orders,
directions, appointments or any other act lawfully made or done under
the repealed enactment and in force immediately before the
commencement of this Act shall be considered to have been made or
done under this Act and shall continue to have effect until reviewed,
cancelled or terminated.
Transitional provisions
171. (1) The Minister shall, within two years after the coming into
force of this Act, ensure that the Ghana Association of Restructuring
and Insolvency Advisors is established under an Act of Parliament.
(2) Until the establishment of the Ghana Association of Restructuring
and Insolvency Advisors under an Act of Parliament, the Association
shall assist the Registrar of Companies to train and license existing
insolvency practitioners.

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SCHEDULE
(Section 152)
CROSS-BORDER INSOLVENCY PROCEEDINGS

General Provisions

International obligations of Ghana

1. An action shall not be taken within the meaning of this Schedule
that conflicts with an obligation of Ghana arising out of any treaty or
other form of agreement to which Ghana is a party with one or more
other States.
Jurisdiction
2. The functions referred to in this Schedule relating to recognition of
foreign proceedings and co-operation with foreign courts shall be
performed by a court of competent jurisdiction.
Authorisation of insolvency practitioner to act in a foreign State
3. An insolvency practitioner is authorised to act in a foreign State on
behalf of a Ghana insolvency proceeding, as permitted by the applicable
foreign law.
Public policy exception
4. (1) Nothing in this Schedule prevents a Court from refusing to
take an action if that action is contrary to the public policy of Ghana.
(2) Before the Court refuses to take an action under subparagraph
(1), the Court shall consider whether to refer the case to the Attorney-
General for consideration.
Additional assistance under other laws
5. Nothing in this Schedule limits the power of a Court or an
insolvency practitioner to provide additional assistance to a foreign
representative under any other law of the Republic.
Access of Foreign Representatives and Creditors to Courts in Ghana

Right of direct access

6. A foreign representative may apply directly to the Court.

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Limited jurisdiction
7. An application pursuant to this Schedule made to the Court by a
foreign representative does not subject that foreign representative or the
foreign assets and affairs of the debtor to the jurisdiction of the Court for
any purpose other than the application.
Application by a foreign representative to commence insolvency
proceedings in Ghana
8. A foreign representative may apply to commence an insolvency
proceeding in Ghana if the requirements for commencing such a
proceeding are met.
Participation of a foreign representative in an insolvency proceeding in
Ghana
9. Subject to any enactment, a Court may upon recognition of a
foreign proceeding before the Court, permit a foreign representative to
participate in an insolvency proceeding in Ghana regarding the debtor.
Access of foreign creditors to an insolvency proceeding in Ghana
10. (1) Subject to subparagraph (2), a foreign creditor has the same
rights as a Ghanaian creditor regarding the commencement of, and
participation in, an insolvency proceeding in Ghana.
(2) Subparagraph (1) does not affect the ranking of claims in an
insolvency proceeding in Ghana or the exclusion of foreign tax and social
security claims from such a proceeding.
Notification to foreign creditors of an insolvency proceeding in Ghana
11. (1) Where in relation to an insolvency proceeding in Ghana
notification is required to be given to creditors in Ghana, the notification
shall also be given to the known creditors that do not have addresses in
Ghana.
(2) The notification shall be made to the foreign creditors
individually, unless the Court determines that under the circumstances,
some other form of notification is more appropriate.
(3) Letters, rogatory or other similar formality is not required.
(4) The Court may order that appropriate steps be taken with a
view to notifying any creditor whose address is not yet known.

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(5) Where a notification of commencement of a proceeding is

required to be given to a foreign creditor, the notification shall
(a) indicate a reasonable time period for filing claims and
specify the address for filing the claims;
(b) indicate whether the secured creditor is required to file a
secured claim; and
(c) contain any other information that is required to be
included in the notification to creditors pursuant to this
Act and the orders of the Court.
Recognition of a Foreign Proceeding and Relief

Application for recognition of a foreign proceeding

12. (1) A foreign representative may apply to the Court for an order
to recognise a foreign proceeding in which that foreign representative
has been appointed.
(2) An application for recognition shall be accompanied by
(a) a certified copy of the decision commencing the foreign
proceeding and appointing the foreign representative;
(b) a certificate from the foreign Court confirming the existence
of the foreign proceeding and the appointment of the
foreign representative; or
(c) any other evidence acceptable to the Court of the existence
of the foreign proceeding and of the appointment of the
foreign representative, in the absence of evidence referred
to in subsubparagraphs (a) and (b) of subparagraph (2).
Presumptions concerning recognition
13. (1) If the decision or certificate referred to in subparagraph (2) of
paragraph 12 indicates evidence of the existence of a substantive foreign
proceeding and the appointment of a person or body as a foreign
representative the Court may, subject to the rules of Court presume the
same and that the person or body is a foreign representative.
(2) The Court may presume that documents submitted in support
of the application for recognition are authentic, whether or not the
documents have been certified.
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(3) In the absence of proof to the contrary, the registered office of

the debtor, or habitual residence in the case of an individual is presumed
to be the centre of the main interests of the debtor.
Decision to recognise a foreign proceeding
14. (1) Subject to paragraph 4, a foreign proceeding shall be recognised
if
(a) that foreign proceeding is taking place in the State where
the debtor has the centre of the main interests of the
debtor;
(b) the foreign representative applying for recognition is a
person or body required to administer the re-organisation
or the liquidation of the assets or affairs of a debtor or to
act as a representative of the foreign proceeding;
(c) the application meets the requirements of subparagraph
(2) of paragraph 12; and
(d) the application has been submitted to the Court.
(2) Subject to the Rules of Court, a foreign proceeding shall be
recognised
(a) as a foreign main proceeding if the proceeding is taking
place in the State where the debtor has the centre of the
main interests of the debtor; or
(b) if the proceeding is taking place in a State where the debtor
has an establishment in the foreign State.
(3) An application for recognition of a foreign proceeding shall
be decided upon at the earliest possible time.
(4) As soon as practicable, after the Court recognises the foreign
proceeding under subparagraph (1), the foreign representative shall notify
the debtor, in the prescribed form, that the application has been recognised.
(5) Paragraphs 12, 13, 14 and 16 do not prevent modification or
termination of recognition if it is shown that the grounds for granting
the recognition were fully or partially lacking or have ceased to exist.
Subsequent information
15. A foreign representative shall, after the filing of an application for
recognition of the foreign proceeding inform the Court promptly of
(a) any substantial change in the status of the recognised
foreign proceeding, or the status of the appointment of
the foreign representative; and
(b) any other foreign proceeding regarding the same debtor
that becomes known to the foreign representative.

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Relief that may be granted upon application for recognition of a foreign

proceeding
16. (1) Subject to the Rules of Court, where relief is urgently needed
to protect the assets of the debtor or the interests of a creditor, a foreign
representative may apply to the Court to grant relief of a provisional
nature, including
(a) staying execution against the assets of the debtor; and
(b) entrusting the administration or realisation of all or part
of the assets of the debtor located in Ghana to the foreign
representative or any other person designated by the Court,
in order to protect and preserve the value of assets that are
perishable, susceptible to devaluation or otherwise in
jeopardy.
(2) As soon as practicable after the Court grants relief under
subparagraph (1), the foreign representative shall notify the debtor, in the
prescribed form, of the relief that has been granted.
(3) The Court may refuse to grant relief under this paragraph if
that relief would interfere with the administration of a foreign main
proceeding.
Effects of recognition of a foreign main proceeding
17. (1) Subject to the Rules of Court, upon recognition by the Court
of a foreign proceeding that is a foreign main proceeding
(a) commencement or continuation of individual actions or
individual proceedings concerning the assets, rights,
obligations or liabilities of the debtor is stayed;
(b) execution against the assets of the debtor is stayed; and
(c) the right to transfer, encumber, or otherwise dispose of
any assets of the debtor is suspended.
(2) Subparagraph (1) does not prevent the Court, on the application
of any creditor or interested person, from making an order, subject to
such conditions as the Court thinks fit, that the stay or suspension does
not apply in respect of any particular action or proceeding, execution, or
disposal of assets.
(3) Subsubparagraph (a) of subparagraph (1) does not affect the
right of a creditor to commence an individual action or proceeding to
the extent necessary to preserve a claim against the debtor.
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(4) Subparagraph (1) does not affect the right of a creditor to

request the commencement of a Ghana insolvency proceeding or the
right to file claims in such a proceeding.
Relief that may be granted upon recognition of a foreign proceeding
18. (1) Upon recognition by the Court of a foreign proceeding, the
Court may, where it is necessary to protect the assets of the debtor or the
interests of the creditors, at the request of the foreign representative, grant
an appropriate relief.
(2) Upon recognition by the Court of a foreign proceeding, the
Court may, at the request of the foreign representative concerned, entrust
the distribution of the whole or part of the assets of the debtor that are
located in Ghana to the foreign representative or another person
designated by the Court, if the Court is satisfied that the interests of
creditors in Ghana are adequately protected.
(3) In granting relief under this paragraph to a representative of
a foreign non-main proceeding, the Court shall satisfy itself that the relief
relates to assets that, under the laws of Ghana, should be administered in
the foreign non-main proceeding or concern information required in that
proceeding.
Protection of creditors and other interested persons
19. (1) Subject to the Rules of Court in granting or denying relief
under paragraph 16 or 18 or in modifying or terminating relief under
subparagraph (3), the Court shall ensure that the interests of the creditors
and other interested persons, including the debtor, are adequately
protected.
(2) The Court may subject the relief granted under paragraph 16
or 18 to conditions the Court considers appropriate.
(3) The Court may, at the request of the foreign representative or
a person affected by the relief granted under paragraph 16 or 18, or on
the motion of the Court, modify or terminate such relief.
(4) The Court shall, on application of the statutory receiver,
terminate the relief granted under paragraph 16 or 18 if
(a) an application for recognition has been made in respect of
a debtor that is a bank or financial institution licensed
under the Banks and Specialised Deposit-Taking Institutions
Act, 2016 (Act 930);
(b) the Court has granted that application or the Court has
granted relief under paragraph 16; and
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(c) the debtor is placed in statutory receivership in accordance

with the Banks and Specialised Deposit-Taking Institutions
Act, 2016 (Act 930) after that application or relief has
been granted.
Actions to avoid acts detrimental to creditors
20. (1) Subject to the Rules of Court, upon recognition by the Court
of a foreign proceeding, the foreign representative concerned may
initiate an action that an insolvency practitioner may take in respect of a
Ghana insolvency proceeding that relates to a transaction, including any
gift, improvement of property, security, or charge that is voidable or that
may be set aside or altered.
(2) Where the foreign proceeding is a foreign non-main
proceeding, the Court shall ensure that the action relates to assets that,
under the laws of Ghana, ought to be administered in the foreign
non-main proceeding.
(3) Nothing in subparagraph (1) affects the doctrine of relation
back as the doctrine is applied in Ghana.
Intervention by a foreign representative in Ghana insolvency proceeding
21. Upon recognition by the High Court of a foreign proceeding, the
foreign representative may, if the requirements of the laws of Ghana are
met, intervene in any proceeding in which the debtor is a party.
Co-operation with Foreign Courts and Foreign Representatives
Co-operation and direct communication between the Court and foreign
courts or foreign representatives
22. (1) In respect of matters referred to in section 150, a Court shall
co-operate to the maximum extent possible with the foreign court or
foreign representatives concerned, either directly or through an
insolvency practitioner.
(2) The Court is entitled to communicate directly with or to
request information or assistance directly from foreign courts or foreign
representatives.
Co-operation and direct communication between the insolvency
practitioner and foreign courts or foreign representatives
23. (1) In matters referred to in section 151, an insolvency practitioner
shall, in the exercise of functions and subject to the supervision of the
Court, co-operate with foreign courts or foreign representatives.

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(2) The insolvency practitioner is entitled, in the exercise of

functions and subject to the supervision of the Court to communicate
directly with foreign courts or foreign representatives.
Forms of co-operation
24. For the purposes of co-operation, paragraphs 22 and 23 may be
implemented by any appropriate means including
(a) the appointment of a person or body to act at the direction
of the Court;
(b) the communication of information by any means considered
appropriate by the Court;
(c) the co-ordination of the administration and supervision of
the assets and affairs of the debtor;
(d) the approval or implementation by Courts of agreements
concerning the co-ordination of proceedings; and
(e) the co-ordination of concurrent proceedings regarding the
same debtor.
Concurrent Proceedings

Commencement of an insolvency proceeding in Ghana after recognition

of a foreign main proceeding
25. (1) After recognition by the Court of a foreign main proceeding,
a Ghana insolvency proceeding may be commenced only if the debtor
has assets in Ghana.
(2) The Ghana insolvency proceeding shall be restricted to the
assets of the debtor that are located in Ghana and, to the extent necessary
to implement co-operation and co-ordination for purposes of paragraphs
22, 23 and 24, to other assets of the debtor that, under the laws of Ghana,
should be administered in that proceeding.
Co-ordination of a Ghana insolvency proceeding and a foreign
proceeding
26. Where a foreign proceeding and a Ghana insolvency proceeding
are taking place concurrently regarding the same debtor, the Court shall
seek co-operation and co-ordination under paragraphs 22, 23 and 24 and
the following shall apply:
(a) when the Ghana insolvency proceeding is taking place at
the time the application for recognition of the foreign
proceeding is filed

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(i) any relief granted under paragraph 16 or 18 shall

be consistent with the Ghana insolvency proceeding;
and
(ii) if the foreign proceeding is recognised in Ghana as
a foreign main proceeding, paragraph 17 does not
apply;
(b) when the Ghana insolvency proceeding commences after
recognition, or after the filing of the application for recognition,
of the foreign proceeding
(i) any relief in effect under paragraph 16 or 18 shall be
reviewed by the Court and shall be modified or
terminated if inconsistent with the Ghana
insolvency proceeding; and
(ii) if the foreign proceeding is a foreign main proceeding,
the stay and suspension referred to in subparagraph
(1) of paragraph 17 shall be modified or terminated
pursuant to subparagraph (2) of paragraph 17 if
inconsistent with the Ghana insolvency proceeding;
and
(c) in granting, extending or modifying relief granted to a
representative of a foreign non-main proceeding, the Court
shall ensure that the relief relates to assets that, under the
laws of Ghana, should be administered in the foreign
non-main proceeding or concerns information required in
that proceeding.
Co-ordination of more than one foreign proceeding
27. For purposes of section 150 in respect of more than one foreign
proceeding regarding the same debtor, the Court shall seek co-operation
and co-ordination under paragraphs 22, 23 and 24 and the following
requirements shall apply:
(a) any relief granted, under paragraph 16 or 18 to a representative
of a foreign non-main proceeding after recognition of a
foreign main proceeding shall be consistent with the foreign
main proceeding;
(b) if a foreign main proceeding is recognised after recognition,
or after the filing of an application for recognition, of a

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foreign non-main proceeding, the Court shall review any

relief under paragraph 16 or 18 and shall modify or terminate
if the relief is inconsistent with the foreign main proceeding;
and
(c) if, after recognition of a foreign non-main proceeding,
another foreign non-main proceeding is recognised, the
Court shall grant, modify or terminate the relief for the
purpose of facilitating co-ordination of the proceedings.
Presumption of insolvency based on recognition of a foreign main
proceeding
28. In the absence of evidence to the contrary, recognition of a foreign
main proceeding is, for the purpose of commencing a Ghana insolvency
proceeding, proof that the debtor is insolvent.
Rule of payment in concurrent proceedings
29. Without prejudice to secured claims or rights in rem, a creditor
who has received part payment in respect of a claim in a proceeding
pursuant to a law relating to insolvency in a foreign State shall not
receive payment for the same claim in a Ghana insolvency proceeding
regarding the same debtor, if the payment to the other creditors of the
same class is proportionately less than the payment the creditor has
already received.
Interpretation
30. (1) In this Schedule, unless the context otherwise requires,
“court” means a court of competent jurisdiction;
“establishment” means any place of operations where the debtor
carries out a non-transitory economic activity with human
resource and goods or services;
“foreign court” means a judicial or other competent authority
that controls or supervises a foreign proceeding;
“foreign main proceeding” means a foreign proceeding taking
place in the State where the debtor has the centre of the
main interests of the debtor;
“foreign non-main proceeding” means a proceeding, other than
a foreign main proceeding, taking place in a State where
the debtor has an establishment;

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“foreign proceeding” includes a collective judicial or administrative

proceeding in a foreign State, an interim proceeding pursuant
to a law relating to insolvency in which proceeding the assets
and affairs of the debtor are subject to the control or
supervision by a foreign court, for the purpose of
reorganisation or liquidation;
“foreign representation” means a person or body appointed,
including one appointed to administer the reorganisation or
the liquidation of the assets or affairs of the debtor, to act as
a representative of a foreign proceeding;
“Ghana insolvency proceeding” means a collective judicial or
administrative proceeding pursuant to the law in Ghana
relating to the bankruptcy, liquidation, receivership,
judicial management, statutory management, or voluntary
administration of a debtor, or the reorganisation of the
affairs of a debtor, under which the assets and affairs of the
debtor are administered, or the assets of the debtor are or
will be realised for the benefit of secured or unsecured
creditors;
“insolvency proceeding” means a collective judicial or
administrative proceeding and an interim proceeding in
accordance with a law relating to insolvency in which the
assets and affairs of a debtor are subject to the control or
supervision by a judicial or other competent authority with
the mandate to control or supervise that proceeding for the
purpose of re-organisation or liquidation; and
“insolvency practitioner” has the meaning assigned to in
section 154.
(2) In interpreting this Schedule, regard shall be had to
(a) the international origin and the need to promote uniformity
in the application of the schedule;
(b) the need to promote good faith; and
(c) compliance with the Rules of Court.

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Date of Gazette notification: 30th April, 2020.

GPCL, ASSEMBLY PRESS, ACCRA. GPCL/A392/1,250/05/2020

116E-mail: [email protected]
Website: www.ghpublishing.com