Section 119Part 5 — Company Restructuring and Winding Up
Appointmen t of voluntary liquidator
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One or more liquidators shall be appointed for the purpose of winding up the company ’ s affairs and distributing its assets.
When the winding up has commenced in accordance with the company ’ s memorandum or articles of association upon the termination of a fixed period or the occurrence of an event —
the persons designated as liquidators in the memorandum or articles of association shall become such liquidators automatically from the commencement of the winding up; or
if no such person is designated in the memorandum or articles of association or the person designated is unable or unwilling to act, the directors shall convene a general meeting of the company for the purpose of appointing a liquidator.
Except in the case of a person designated as liquidator in the company ’ s memorandum or articles of association, the appointment of a voluntary liquidator shall take effect upon the filing of that person’s consent to act with the Registrar.
If a vacancy occurs by death, resignation or otherwise in the office of voluntary liquidator appointed by the company —
the company in a general meeting may fill the vacancy; or
the Court may fill the vacancy on the application of any contributory or creditor.
On the appointment of a voluntary liquidator all the powers of the directors cease, except so far as the company in a general meeting or the liquidator sanctions their continuance.
When two or more persons are appointed as voluntary liquidators jointly, they shall be authorised to act jointly and severally unless their powers are expressly limited by the resolution or articles of association under which they are appointed.