Section 641 CAMA 2020
Section 641 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) 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 thereupon he shall call a general meeting of the company and a meeting of the creditors for the purpose of laying the account before the meetings and giving any explanation thereof.
(2) Each such meeting shall be called by notice published in the Federal Government Gazette and in two daily newspapers printed in Nigeria and circulating in the locality of the registered office of the company, specifying the time, place and object thereof, and published one month at least before the meeting.
(3) Within seven days after the date of the meeting, or if the meetings are not held on the same date, after the date of the later meeting, the liquidator shall send to the Commission a copy of the account, and shall make a return toit of the holding of the meetings and of their dates, and if the copy is not sent or the return is not made in accordance with this subsection, the liquidator shall be liable to a penalty for every day during which the default continues in such amount as the Commission shall specify in its regulations :Provided that, if a quorum is not formed at either such meetings the liquidator shall, in lieu of the return, make a return that the meeting was duly summoned and that no quorum was present, and upon such a return being made theprovisions of this subsection as to the making of the return are, in respect ofthat meeting, deemed to have been complied with.
(4) The Commission, on receiving the account, and, in respect of each such meeting, either of the returns mentioned above, shall forthwith register them, and on the expiration of three months from the registration thereof, the company shall be deemed to be 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 thinks fit.
(5) A person on whose application an order of the Court under this section is made shall, within seven days after the making of the order, 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 as prescribed in the regulation for every day during which the default continues.
(6) If the liquidator fails to call a general meeting of the company or a meeting of the creditors as required by this section, he is liable to a penalty as prescribed in the regulation.
