1. Winding Up
 According to Prof Gower
 “Windingup of a company is a process by
whereby its life is ended and its property
administered for the benefit of its creditors and
members”.
 Anadministrator, called Liquidator is
appointed and the takes control of the
company, collects its assets, pays its debts
and finally distributes any surplus among
the members in accordance with their rights.

2. Modes of Winding Up
 Windingup by Court i.e., Compulsory
Winding Up
 Voluntary Winding Up
 Winding up subject to Supervision of
Court

3. Grounds of Compulsory
Winding Up
 Special Resolution By Court
 Default in Delivering the Statutory
Report to the Registrar or in holding
Statutory meeting.
 Failure to commence, or suspension of,
Business
 Reduction in Membership

4. Grounds of Compulsory
Winding Up
 Inability to pay its debts
 When a company is unable to pay its debts
 Demand for payment neglected
 Decreed debt unsatisfied
 Commercial insolvency

5. Grounds of Compulsory
Winding Up
 Just and Equitable Clause
 When the substratum of a company is gone
 When the management is carried on in such a way
that the minority is disregarded or oppressed
 When there is deadlock in the management of the
company Ex: Yenidje Tobacco Co Ltd
 Where Public interest is likely to be prejudiced.
 When business of company become illegal
 When the company is a mere bubble and does not
carry on any business or does not have any
property.