Publications

QUESTIONS AND ANSWERS ON BUSINESS RESCUE AND WINDING-UP OF SOLVENT & INSOLVENT CCs INCLUDING THE BUSINESS RESCUE PRACTITIONER & LIQUIDATOR

Just Launched!

Practical answers and explanations to a selection of over 550 questions on Business Rescue and Winding-up of Solvent and Insolvent Close Corporations, including questions and answers for the Business Rescue Practitioner and the Liquidator

R 519.00 ( R451.30 Excl VAT )
  • Cover
  • Plain cover
  • Your cover

Bulk Discounts

Shipping

  • 20% of unit cost Courier: 20% of unit cost, with quantity 1 or more
  • R 0.00 per unit Collection: R 0.00 per unit, for quantity 1 or more

Some selected questions from the book


BUSINESS RESCUE AND THE BUSINESS RESCUE PRACTITIONER: A selection of questions answered

  1. What are the main differences between Companies Act 1973 and Companies Act 2008 in regards to business rescue and winding-up?
  2. What is the difference between judicial management and business rescue?
  3. What is the purpose of business rescue?
  4. Why should a close corporation consider business rescue over liquidation?
  5. What is the test and condition whether a close corporation qualifies for business rescue?
  6. What is the responsibility of the board (managing members) in deciding whether the close corporation should be placed under business rescue?
  7. How is a close corporation placed in business rescue?
  8. When does a close corporation not qualify for business rescue?
  9. When is a close corporation financially distressed?
  10. What are possible solutions to deal with the symptoms of financial distress?
  11. What are the three stages in a business rescue process?
  12. Who is the business rescue practitioner of a close corporation?
  13. What form does the Business Rescue Plan take?
  14. What is the solvency and liquidity test as it applies to business rescue?
  15. What is “post-commencement finance”?
  16. What is the ranking of claims in respect of post-commencement finance?
  17. Into which three groups are close corporations classified for the purpose of business rescue proceedings?
  18. What is the effect of business rescue on employees and contracts?
  19. What is the effect of business rescue on creditors?
  20. What are the two ways of initiating business rescue proceedings for a close corporation?
  21. When may the Commission issue a business rescue practitioner’s licence to an applicant?
  22. Which steps must be taken to apply for a licence to practise as a business rescue practitioner?
  23. What are the mandatory provisions relating to the qualifications of business rescue practitioners?
  24. In which three ways may a business rescue practitioner be appointed?
  25. May a business rescue practitioner remove a member of a close corporation during business rescue proceedings?
  26. May a business rescue practitioner delegate any function to a person who has been part of the pre-existing management of a close corporation?
  27. What powers does the business rescue practitioner have?
  28. May a business rescue practitioner of a close corporation who has acted as the practitioner of that corporation during its business rescue proceedings be appointed as the liquidator of that corporation?
  29. What is the time period in which the notice of appointment of a business rescue practitioner for a close corporation must be filed with the Commission?
  30. Who may apply to court for a business rescue order?
  31. What are the specific steps and procedures to implement the business rescue process for a close corporation?
  32. Can an application for business rescue be made after the application for liquidation has already commenced?
  33. On what grounds can the court be asked to set aside a business rescue order?
  34. When does business rescue proceedings commence?
  35. Which notices must be issued by a business rescue practitioner in the event that the business rescue proceedings concludes that there is no reasonable prospect for a close corporation to be rescued?
  36. What is the most important consequence of the commencement of business rescue proceedings?
  37. What are the seven statutory requirements which must be met before a close corporation in business rescue proceedings may dispose of its properties?
  38. May a close corporation dispose of any of its properties during business rescue proceedings?
  39. What is the effect of business rescue proceedings on contracts of the close corporation?
  40. Companies Act 2008 requires the members of a close corporation to provide the business rescue practitioner of the corporation with a statement of affairs of the corporation. What particulars must be contained in this statement of affairs?
  41. Under what circumstances does an employee of a close corporation become a preferred unsecured creditor of a corporation?
  42. What are the ten rights of employees of a close corporation which are undergoing business rescue proceedings?
  43. Are the creditors of a close corporation which has been placed under business rescue proceedings, entitled to form a creditors’ committee?
  44. What are the nine rights of creditors of a close corporation which has been placed under business rescue?
  45. What are the rights of the members of a close corporation which has commenced business rescue proceedings?
  46. May a business rescue practitioner remove from office any member of a close corporation during business rescue proceedings?
  47. May an employee oppose a creditors’ resolution to commence business rescue proceedings?
  48. What is the minimum information that a business rescue practitioner must present in the business rescue plan?
  49. A proposed Business Rescue Plan must conclude with a certificate. What information must be contained in the Business Rescue Plan certificate?
  50. What are the five statutory items on the agenda of the second creditors meeting?
  51. What are the two statutory requirements which must be met before a preliminary Business Rescue Plan may be approved?
  52. Is a Business Rescue Plan binding on a member of a close corporation even if he has voted against that Plan?
  53. Is a Business Rescue Plan binding On a creditor of a close corporation in the event that he has not proven his claim against the corporation?
  54. Is a creditor entitled to enforce a debt owed to him by the close corporation before the commencement of business rescue proceedings?
  55. Does Companies Act 2008 provide for the automatic cessation of business rescue proceedings?
  56. Is it possible for a close corporation to enter into a compromise with any of its creditors without going into liquidation?
  57. Does a compromise still require a court application to commence the procedure?
  58. What is the percentage threshold of votes that is required for a proposal for a compromise to be adopted?
  59. Does a compromise affect the liability of a person who is a surety of the close corporation?
  60. What are the differences between an informal turnaround, a compromise and a composition?
  61. What is the duty of the business rescue practitioner where there is evidence of any voidable transaction or fraud in the dealings of a close corporation?
  62. In which instances must a business rescue practitioner file a notice of termination of the business rescue proceedings of a close corporation?
  63. May a business rescue practitioner propose an agreement with a close corporation for remuneration in addition to the remuneration in accordance with the prescribed tariffs?
  64. What are the grounds for the removal of a business rescue practitioner?
  65. May an employee of a close corporation oppose the appointment of a business rescue practitioner?
  66. How and who can object to business rescue?


WINDING-UP OF SOLVENT CLOSE CORPORATIONS: A selection of questions answered

  1. What does the winding-up or liquidation of a close corporation imply?
  2. Which are the two procedures by which a solvent close corporation may be dissolved?
  3. Is a close corporation permitted to carry on its business during the liquidation process?
  4. When may the Commission apply to a court for an order to wind-up a solvent close corporation?
  5. Is a court allowed to refuse to grant a winding-up order of a solvent close corporation where the assets of the corporation have been mortgaged to an amount equal to those assets of the corporation?
  6. May a court stay or set aside the winding-up of a solvent close corporation?
  7. Which documents must be filed with the Commission where the members of a solvent close corporation has passed a members’ special resolution for the winding-up of the corporation?
  8. Which documents must be lodged with the Master where the members of a solvent close corporation has passed a members’ special resolution for the winding-up of the corporation and they have passed a resolution nominating a person as liquidator?
  9. Which form must be used for a statement of affairs of a solvent close corporation and what information must this statement disclose?
  10. May a creditor of a close corporation who is being wound-up by court apply for an order to inspect the accounting records of that corporation?
  11. When may a court order a banker of a solvent close corporation to transfer any records pertaining to the liquidator of the corporation?
  12. May a court order that a member of a solvent close corporation from whom money is due to his corporation, to pay same into a banking institution who is named by the court instead of to the liquidator indirectly?
  13. Which persons are allowed access to the statement of affairs of a solvent close corporation?
  14. In a winding-up of a solvent close corporation by court order, does a member of that corporation have a voting right in respect of the nomination of a liquidator of the corporation on the grounds of his loan account with the corporation?
  15. What are the differences between: 1) a general meeting of creditors; 2) a creditors’ meeting and 3) a members’ meeting?
  16. May the voting rights of members of a close corporation in winding-up be taken into consideration by a court?
  17. Who appoints a person to act as the chairman at a creditors meeting – the Master or the liquidator?
  18. Is there a duty on a member of an insolvent close corporation in winding-up, to attend the meetings of the creditors of the corporation?
  19. Under what circumstances may the Master subpoena a person to attend a meeting of creditors of a close corporation?
  20. What are the main differences between creditors and members meetings of a close corporation in winding-up?
  21. What are the differences in the application of the liability test for reckless conduct of the business of a close corporation?
  22. Which steps must be implemented to apply for the voluntary liquidation or winding-up of a solvent close corporation?
  23. Which steps must be implemented to apply for the liquidation or winding-up by order of a court?


WINDING-UP OF INSOLVENT CLOSE CORPORATIONS: A selection of questions answered

  1. How do the liabilities of members of a close corporation differ from the liabilities of directors and prescribed officers of a company, in the winding-up of a close corporation and company, respectively?
  2. Which steps must be implemented to apply for the voluntary winding-up of an insolvent close corporation?
  3. Which forms must be lodged with the Commission in the event of the winding-up of an insolvent close corporation?
  4. Is it necessary to prove actual insolvency when applying for a winding-up order of a close corporation on the grounds that the corporation is unable to pay its debts?
  5. Who may interrogate a member of a close corporation which is being wound up and is unable to pay its debts?
  6. May a member of a close corporation who is called to give evidence under section 415 of Companies Act 1973 be represented by an attorney with counsel?
  7. May a member of a close corporation in winding-up refuse to answer a question under interrogation?
  8. Under what circumstances may a court summon a member of a close corporation?
  9. If the Master requires a member of an insolvent close corporation to produce a record if the corporation is under his control, is there a prejudice to any lien claimed in regards to that document? 
  10. Who is responsible for the payment of the costs of any interrogation of a member of an insolvent corporation under sections 417 or 418 or Companies Act 1973?
  11. May a member of an insolvent close corporation refuse to answer any question put to him under section 418 of Companies Act 1973 interrogation?
  12. Under what circumstances may a court hold a member of a close corporation personally liable and order him to pay compensation to the corporation?
  13. When is a member of an insolvent close corporation deemed to have made a disposition of the assets of that corporation?
  14. Does section 424 of Companies Act 1973 impose a personal liability or a criminal liability on a member of a corporation for the reckless conduct of a corporation?
  15. Under what circumstances shall a member of an insolvent close corporation be liable for debts contracted by the member?
  16. Is a member of an insolvent close corporation guilty of an offence if he has contracted a debt without reasonable expectation of being able to discharge such debt?
  17. What is the duty of a member of an insolvent close corporation if that member alienates any property of the corporation which is not in the ordinary course of business?
  18. Is it an offence if a member of a close corporation disguised any losses of the corporation?
  19. Is a member of an insolvent close corporation guilty of an offence if the corporation has not kept proper records of any transactions?
  20. Is a member of an insolvent close corporation guilty of an offence if he fails to disclose to creditors what has become of any property recently in his possession?
  21. Is it an offence if a member of an insolvent close corporation accepts a benefit as a consideration for having to refrain from disclosing any information in regard to that insolvent corporation?
  22. What is the sanction if a member of an insolvent corporation has any property of the corporation in his possession who has knowledge of the winding-up of the corporation and still retains that property?
  23. What is the sanction in the event that a secured creditor of an insolvent corporation fails to pay over the net proceeds of the realisation to the liquidator of the corporation?
  24. What are the similarities in regard to Companies Act 2008, Companies Act 1973 and Close Corporations Act, 1984 relating to the reckless and fraudulent carrying-on of the business of a close corporation by the members of that corporation?
  25. On what grounds may a member of a close corporation which is in the process of being wound-up, be criminally held liable?
  26. Who may make an application for the winding-up of a close corporation?
  27. May a court refuse to make a winding-up order if that close corporation has no assets?
  28. What happens to the claims of creditors in the winding-up of a close corporation?
  29. What are the modes of winding-up of a close corporation?
  30. Under what circumstances is a close corporation deemed to be unable to pay its debts?
  31. May a member of a close corporation who is unable to pay its debts and is being wound-up by a court or by creditors' voluntarily winding-up, inspect any books of that corporation?
  32. May a court set aside the proceedings of a voluntary winding-up?
  33. What is the effect of a voluntary winding-up on the status of the close corporations' members?
  34. What which stage is the winding-up of a close corporation deemed to commence?
  35. What which stage shall the voluntary winding-up of a close corporation officially commence?
  36. What are the circumstances under which a close corporation may be wound-up voluntarily?
  37. What is the purpose of the first meeting of creditors and members of a close corporation that is being wound-up?
  38. May a close corporation which is in the process of being wound-up, enter into an arrangement?
  39. Who may apply to a court to make an order declaring a dissolution to be void?
  40. May a member of a close corporation which is being wound-up and unable to pay its debts, who has been summoned before the Master or a court, refuse to answer any questions put to him at the examination?
  41. May a past member be personally held liable to restore property of a close corporation?
  42. May a court set aside the proceedings of a voluntary winding-up of a close corporation?
  43. What is the effect of the removal of a close corporation name from the Commission's register?
  44. What is the mandatory notice on documents required in respect of applications for the liquidation of either solvent or insolvent close corporations?

THE LIQUIDATOR: A selection of questions answered


  1. What are the current statistics of liquidations and insolvencies in South Africa?
  2. May a business rescue practitioner be appointed as a liquidator?
  3. May a liquidator be appointed as a business rescue practitioner?
  4. What are the powers of a liquidator in the winding-up of a close corporation?
  5. What are the new duties of the liquidator of a close corporation in winding-up when it appears to him that any business of a corporation was being carried on recklessly?
  6. What are the new duties of the liquidator of a close corporation if it appears in the course of the winding-up of the corporation that the members of the corporation have been guilty of an offence for which the members may be criminally liable under Companies Act 2008, in terms of the reckless and fraudulent carrying-on of the business of the corporation?
  7. May the liquidator of a solvent close corporation exercise the powers given by Companies Act 2008 without any specific order or sanction of a court?
  8. Which persons are disqualified from being appointed as the liquidator of a close corporation?
  9. Which persons may be disqualified by a court from being appointed as a liquidator of a close corporation?
  10. What are the five reasons for a Master to decline to appoint a nominated person as a liquidator who has been nominated as such in a meeting by creditors and members?
  11. May a liquidator apply for a reduction in the security given by him?
  12. For what period and where must the liquidator's account lie open for inspection?
  13. Who must be appointed as the liquidator if the person nominated in a members' special resolution differs from the person nominated by the creditors in a creditors' meeting?
  14. In the case of a members' voluntary winding-up of their close corporation, who determines the liquidator's remuneration?
  15. What are the duties of the Master in connection with a complaint received by a creditor of the close corporation in regards to the conduct of the liquidator of that corporation?
  16. On what grounds may a Master remove a liquidator of a close corporation?
  17. Who appoints the liquidator of a close corporation - a court or the members of the corporation?
  18. Who nominates a liquidator in the event of a members' voluntary winding-up of a close corporation - a court or the Master?
  19. What are the five reasons for a Master to decline to appoint a nominated person as a liquidator who has been nominated as such in a meeting by creditors and members?
  20. What is the remedy a member of a close corporation who is aggrieved in the refusal of the Master to accept his nomination of a person as the liquidator of his corporation?
  21. Which persons are disqualified from being appointed as the liquidator of a close corporation?
  22. Under which circumstances may a court declare a liquidator incapable for life from holding office as the liquidator of a close corporation?
  23. What are the duties of the Master in the event that a vacancy occurs in the office of the liquidator of a close corporation?
  24. Under what circumstances may a Master remove a liquidator of a close corporation from office as opposed to a court?
  25. Does the Master have the authority to investigate any books or vouchers of a liquidator?
  26. In the event that two or more liquidators have been appointed by a close corporation, are they individually or jointly and severally liable for acts performed by them in the winding-up of a corporation?
  27. Under which circumstances may a liquidator of a close corporation apply for a reduction in the security that he must give?
  28. Is a liquidator entitled to receive remuneration for his services as liquidator out of the assets of the close corporation?
  29. What is the difference in the general powers of a liquidator as opposed to the specified powers?
  30. What are the four requirements which must be met before an arrangement entered into between a close corporation and its creditors are binding on that corporation?
  31. May the liquidator of a close corporation terminate a lease in terms of which a close corporation is the lessee of movable property?
  32. What is the purpose of the first meetings of creditors and members of a close corporation?
  33. Is it a statutory requirements that resolutions of creditors be recorded in the minutes of a creditors' meeting?
  34. May creditors of a close corporation direct the liquidator not to employ a particular attorney in connection with the administration of that corporation?
  35. What are the reasons a liquidator may examine the affairs and transactions of a close corporation before its winding-up?
  36. Where must the liquidation and distribution account of the liquidator of a close corporation lie open for inspection?
  37. Is the Master under a duty to lodge a copy of the liquidation and distribution account of a liquidator of a close corporation with a Magistrate?
  38. Does the confirmation of the Master of the liquidation and distribution account of a liquidator of a close corporation have the effect of a final judgment?
  39. How soon after the confirmation of the liquidation and distribution account must the liquidator of a close corporation distribution the assets of that corporation?
  40. May a liquidator of a close corporation unable to pay its debts, direct the Master for an order that current and former members make a repayment of their remuneration received, to the corporation?
  41. What are the circumstances which a close corporation is deemed unable to pay its debts?
  42. On which grounds may the application for the setting aside of the liquidation of a corporation be opposed by a creditor in terms of an offer of composition?
  43. What are the three statutory provisions for an offer of composition to be binding between a close corporation and its creditors?
  44. Does the liquidator of a close corporation have the power to determine whether an application to a court in relation with reckless and fraudulent carrying-on of the business of the corporation, is advisable?
  45. What are the statutory duties of a liquidator in regards to the liability of members to a creditor of the close corporation?

PLUS SELECTED CASE LAW


PLUS Chapters II and VI from the Integrated and Consolidated Companies Act 71 of 2008, Chapter XIV of Companies Act 61 of 1973, and Part IX from the Integrated and Consolidated Close Corporations Act, 69 of 1984

Image Image

Specifications

Over 550 Questions and Answers
A5 Size
~ 750 pages
Includes - Chapters II & VI from Integrated and Consolidated Companies Act 2008
- Chapter XIV of Companies Act 1973
- Part IX from Integrated and Consolidated Close Corporations Act 1984
- Selected Case Law