COMPANIES WINDING-UP RULES
Act · Finance
Regulations establish procedural rules for winding up insolvent companies in Nigeria, including filing requirements and creditor meetings. They target insolvent companies, their directors, creditors, and liquidators. This ensures a fair and orderly distribution of assets to creditors and shareholders.
COMPANIES WINDING-UP RULES
What Is This Policy?
Procedural rules governing the court processes for winding up insolvent or voluntarily dissolved companies in Nigeria, including filing requirements, creditor meetings, liquidator powers, and distribution of assets.
Who Does It Target?
Insolvent companies and their directors Creditors petitioning for winding up Liquidators appointed by courts Federal High Court judges handling winding-up proceedings
What Does It Aim to Achieve?
Provide a clear, fair, and orderly process for distributing the assets of wound-up companies to creditors and shareholders, and for the formal legal dissolution of companies.
Key Features
Petition Filing: Prescribes how creditors or the company itself commences winding-up proceedings at the Federal High Court. Liquidator Appointment: Sets out the appointment, powers, and duties of official and voluntary liquidators. Proof of Debt: Governs the process by which creditors prove their debts and participate in distributions. Final Dissolution: Prescribes the steps leading to the company's final dissolution and removal from the CAC register.
Current Status
Rollout Stage: Active Coverage: Nigerian company insolvency proceedings Beneficiaries: Creditors; shareholders; business environment Funding: Court fees; liquidator costs from estate
How to Access
Creditors must be owed a minimum prescribed amount to petition for winding up Petition filed at the Federal High Court Registry Creditors must file proof of debt within prescribed timelines Application method: File winding-up petitions at the Federal High Court.
Important Terms
Company directors must cooperate fully with the liquidator or face personal liability Fraudulent preference of creditors before liquidation is voidable Priority of payments: secured creditors, liquidation costs, preferential debts, then unsecured creditors
Official Resources
Website: https://www.cac.gov.ng Contact: Corporate Affairs Commission (CAC) / Federal High Court
Legal Framework
Issued under the rule-making powers of the Supreme Court and Corporate Affairs Commission pursuant to the Companies and Allied Matters Act (CAMA) 2020, which governs corporate insolvency. Operates alongside the Federal High Court (Civil Procedure) Rules, the Bankruptcy Act (Cap B2 LFN 2004), and the Companies Winding-Up Rules (as updated). Aligns with UNCITRAL guidelines on corporate insolvency procedures and World Bank Principles for Effective Insolvency Systems.