Section 631 CAMA 2020
Section 631 Companies and Allied Matters Act is about Final meeting and dissolution. It is under Chapter 22 (Voluntary winding-up resolutions for and commencement of voluntary winding-up) of the Act.
(1) Subject to the provisions of section 632 of this Act, as soon as the affairs of the company are fully wound up, the liquidator shall prepare an account of the winding-up, showing how the winding-up has been conducted and the property of the company has been disposed of and when the account is prepared, he shall call a general meeting of the company for the purpose of laying before it the account, and giving any explanation thereof.
(2) The meeting shall be called by notice published in the Federal Government Gazette and in two newspapers printed in Nigeria and circulating in the locality where the meeting is being called, specifying the time, place and object of, and published at least one month before the meeting.
(3) Within seven days after the meeting, the liquidator shall send to the Commission a copy of the account, and shall make a return to it of the holding of the meeting, its date and if the copy is not sent or the return is not made in accordance with this subsection, the liquidator is liable to a penalty in such amount as the Commission shall specify in its regulations for every day during which the default continues :
Provided that if a quorum is not present at the meeting, the liquidator shall, in lieu of the return hereinbefore mentioned, make a return that the meeting was duly summoned and that no quorum was present and upon such a return being made, the provisions of this subsection as to the making of the return shall be deemed to have been complied with.
(4) The Commission, on receiving the account and the appropriate return,shall forthwith register them, and on the expiration of three months from the registration of the return, the company is deemed dissolved :
Provided that the Court may, on the application of the liquidator or of any other person who appears to the Court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the Court deems fit.
(5) The person on whose application an order of the Court under this section is made shall, within seven days after the order is made, deliver to the Commission a certified true copy of the order for registration, and if that person fails to do so, he is liable to a penalty for every day during which the default continues in such amount as the Commission shall specify in its regulations.
(6) If the liquidator fails to call a general meeting of the company as required by this section, he is liable to a penalty in such amount as the Commission shall specify in its regulations.
