FORMS OF DOING BUSINESS
Business may be conducted in Cyprus through several forms as described below which are almost equally relevant both to domestic and foreign investment as well as to resident and non-resident (off-shore) business activities.
No doubt individuals, physical persons, may also be granted all necessary permits for investments in Cyprus, but modern trends have shown that groups of business units, persons or companies, are more likely to become “foreign investors”.
The Cyprus legal system in this respect is also based on the Anglo-Saxon one and the basic forms existing in Cyprus are similar to those in England.
The main distinction of business forms under the common law and Cyprus 1aw – is between “Partnerships” and “Companies”.
Partnerships
A partnership being a convenient means of sharing profits, is normally used when several businessmen wish to be actively associated in some enterprise and pool their contributions towards its success. As a business – form the partnership, is comparable to the continental “societes des personnes”.
In Cyprus the law governing partnerships is “The Partnerships and Business, Names Law”.
General Partnerships
There is an important distinction between “general “and “limited” partnerships.
“General” partnership is the relation which subsists between persons carrying on a business in common with a view to profit. Every partner in such a partnership is liable jointly with the other partners for all debts and obligations of the firm incurred while he is a partner. After the partner’s death his estate is also severally liable in a due course of administration for such debts and obligations, so far as they remain unsatisfied but subject to the prior payment of his separate debts.
Limited Partnerships
Are those which consist of one or more persons called “general” partners. who are liable for all debts and obligations of the firm, and one or more persons who are called “limited” partners and who shall at the time of entering into such a partnership contribute thereto a sum or sums as capital or property valued at a stated amount, and who shall not be liable for debts and obligations of the firm beyond the amount so contributed.
Body corporate as partner
Whether a body corporate can become a “general” partner in a “general” or “limited” partnership is certainly of interest and often of great practical importance.
There is no general principle of law which prevents a body corporate from being a partner with another corporation or with individuals. Provided, of course, that such a course is authorised by its constitution; otherwise it may be considered as ultra vires.
A corporation, therefore, is a “person” within the meaning of section 5(1) of the Cyprus Partnerships Law and it can become a partner, general or limited, in either a general partnership or a limited one. It can further be the only “general” partner in a limited partnership.
Such construction may be useful for purposes of tax planning in Cyprus.
Companies
Cyprus law recognises the following categories of companies:
(a) Limited by shares: whereby the liability of the shareholders is limited to the amount of the shares subscribed by them, i.e. to their original contributions only;
(b) Limited by guarantee: whereby the shareholders’ liability is limited to the amount promised to contribute in case of winding up of the company.
Such are in Cyprus the ordinary limited liability companies registered under the Companies Law.
These, as is known, do not only have the advantages of their corporate character, but also enable their members to limit their liability in general to their original contributions, or at any rate, to an amount which is calculable and does not depend on the debts or other obligations which the company may incur. The fact that the capital can be divided into a large number of shares, which can be issued to individual members makes such forms particularly satisfactory for the aggregation of the substantial financial resources required by modern industry, such companies being easily and inexpensively formed, they may also serve as vehicles for off-shore businesses, shipping operations and the like. Moreover, different types of capital structure are open to the promoters, and considerable possibilities exist for keeping it elastic or even modifying it if circumstances so require.
Limited liability companies, as in England, registered under the Cyprus Companies Law are of two main types:
the “public” and the “private” company limited by shares. Cyprus follows the English company law as it was laid down in the Companies Act, 1948 but has not yet adopted the reforms introduced in England by the Companies Act 1967 and the European Communities Act, 1973 or any subsequent amendments.
As known, one of the main objects of the promoters of the early companies’ legislation was to provide a satisfactory instrument for investment in industry and commerce by the general public.
Public Companies
The early registered companies were, therefore, in a sense only “public”; that is, a prospectus setting out the business objectives of the proposed company was issued to the general public which was invited to subscribe fore its shares. These are still the principal tests for determining whether a company is “public” or not, plus the fact that for the incorporation of such a company at least seven shareholders are necessary.
Private Companies
The advantages, however, of incorporation and limited liability attracted small family businesses as well. In such cases there would be no invitation to the public to subscribe capital. After considerable controversy over this form of company which was gradually developing in England, and a decision in the affirmative in the famous case of Salomon V. Salomon was decided to regulate by legislation the what is now known as a “private” company limited by share. This was first done by the Companies Act of 1907.
In Cyprus this form is now governed by section 29 of the Companies Law similar to section 28 of the English Companies Act, 1948 – which stipulates:
“(1) For the purpose of this Law, the means a company which by its articles –
(a) restricts the right to transfer its shares; and
(b) limits the number of its members to fifty, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were while in that employment, and have continued after the determination of that employment to be, members of the company; and
(c) prohibits any invitation to public to subscribe for any shares or debentures of the company.
At least two shareholders are necessary for the formation of a private company.
Exempt Private Company
A private company under certain conditions may be an “exempt” private company.
The advantage enjoyed by such company are:
(a) It need not annex to its annual return a written copy, certified both by a director and the secretary of the company to be a true copy of every balance sheet laid before the company in general meeting during the period to which the return relates (including every document required by the Act to be annexed to the balance sheet), as is required in the case of other companies;
(b) It need not forward to the registrar of companies a printed copy of certain resolutions or agreements which other companies are required to forward for registration if instead it forwards to him a copy in some other form approved by him;
(c) It may appoint as its auditor a person who does not posses the statutory qualifications to act as auditor; and
(d) It is not subject to the statutory restriction regarding the making of loans to directors.
The conditions which must be fulfilled by a private company in order to be considered as “exempt ” are:
(a) that to no body corporate holds any of its shares or debentures;
(b) that no person other than the holder has any interest in the shares or debentures;
(c) that the number of persons holding debentures of the company is not more than fifty; and
(d) that no body corporate is a director of the company nor any of its directors is party or privy to any arrangement whereby the policy of the company is capable of being determined by persons other than the directors, members and debenture holders or trustees for debenture holders.
Sole-owner Companies
On the other hand it seems that the possibility of a one-man company in Cyprus is excluded. The law expressly stipulates:
“If at any time the number of members of a company is reduced, in the case of a private company, below two, or in any other company, below seven, and it carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time it so carries on business after those six months and is congizant of the fact that it is carrying on business with fewer than two or seven members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor”.
Overseas Companies Branches
A further interesting means available to foreign investors in Cyprus is the “branch” of an overseas company.
That is, overseas companies, may establish a place of business in Cyprus provided that they deliver within one month of such establishment to the Registrar of Companies for registration several documents, i.e.;
(a) certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, and, if the instrument is not written in the Greek or Turkish language, a certified translation thereof; a list of the directors and secretary of the company containing the necessary particulars.
(b)the names and addresses of some one or more persons resident in Cyprus authorised to accept on behalf of the company service of process and any notices required to be served on the company.
Such branches must in principle comply with all formal requirements applicable to companies registered and incorporated locally.
Holding Companies – Subsidiaries
Reference should also be made to the holding companies and subsidiaries.
For the purposes of the Companies Law of Cyprus a company is deemed to be another’s holding company if, but only if, that other is its subsidiary.
And a company is subsidiary to another if that other company is:
(a) a member (shareholder) of it and controls the composition of its board of directors; or
(b) holds more than half in nominal. value of its equity share capital.
The basic practical result is, of course is the rationalisation of groups of companies which are interdependent and such organisation, as far as accounts are concerned must file consolidated group accounts.
Business names
The registration of a business name is also covered in Cyprus and effected by any person or partnership or company, by delivery to the “Registrar within one month of the date the business is commenced, a statement in writing in the prescribed form signed by the individual or the company and containing the following particulars:
(a) the business name;
(b)the general nature of the business;
(c) the principal place of the business;
(d) the name, nationality and any other business occupation (if any) of the individual applicant; or
(e) the corporate name and the registered or principal office of the company applicant; and
(f) the date of the commencement of the business
Formation of Companies
A company is brought into existence by a certificate of incorporation issued by the Registrar of Companies. It is issued after duly filing several documents, among which the Memorandum and the Articles of Association are of the foremost importance which apart from certain differences already pointed out are common both for private and for public companies.
Memorandum of Association
The memorandum of a company limited by shares must state:
1. The name of the company with “Limited” as the last word;
2. That the registered office will be situated in Cyprus;
3. The objects of the company;
4. That the liability of the members is limited;
5. The proposed amount of the share capital and its division into shares of a fixed amount.
The form of the Memorandum of Association must be in accordance with. the form set out in Table A of the First Schedule to the Companies Law.
The Memorandum is completed by a “declaration of association” which must be signed by at least seven persons for public companies or two in the case of a private company in the presence of a witness who must attest the signatures. These signatories are called the “subscribers” of the memorandum. Each subscriber must take at least one share, and must write opposite to his name the number of shares he takes.
A company may not alter its memorandum, except to the extent and in the manner expressly allowed by the Law.
Name of the Company
Subject to certain restrictions, the persons forming the company may choose for it any name which need not include the word “company” but must end with the word “limited”.
No company may be registered by a name which is undesirable. Prior approval, therefore, of the name by the Registrar of Companies is advisable and such approval takes normally two days. Several guidelines have been issued by the office of the Registrar as to names. No name is approved if it is too general and deceptive; or if it contains words or phrases suggesting connection or patronage of the Republic, its President etc.; or if it may constitute an infringement of the rights of any person or firm or include a registered trade mark without the consent of the owner.
A company may change its name by special resolution in general meeting with the approval of the Registrar of Companies. The full name of the Company must appear legibly and conspicuously outside the registered office, on the common seal of the company, its business letters etc.
Objects
It is required to state in the memorandum the objects of the company as this is quite important for the application of the doctrine of “ultra vives” still applicable in Cyprus. Such doctrine is intended to protect investors and creditors, by requiring that money subscribed or advanced by them is applied only to the pursuit of the objects set out in the Memorandum.
Subsequent alteration of the objects is allowed to the extent permitted by the Companies Law and after the formalities provided for therein have been complied with.
Articles of Association
The Articles of Association are the regulations which govern the internal affairs of a company. They define the duties, the rights and the powers of the directors and the mode and form in which the business of the company is to be carried on. The provisions of the Memorandum prevail where there is any conflict between them and the Articles.
Table A of the first Schedule of the Companies Law gives a model set of Articles (both for public and private companies) which may be adopted in full or in part by a company or is excluded and the company adopts an entirely individual form.
Contents of Articles
The Articles of the Association usually contain:
1.The issue of shares and share certificates and the modification of class rights;
2.The company’s lien on shares;
3.The making of calls on shares;
4.Transfer and transmission (e.g. on death) of shares
5.Forfeiture of shares;
6.Conversion of shares into stock;
7.The alteration of capital by way of increase, reduction, and consolidation and subdivision of shares;
8.General meetings, with provisions as to notice and proceedings;
9.Votes of members, with provisions as to voting by proxy;
10.Directors, their remuneration, powers and duties, proceedings, vacation of office, and the appointment and remuneration of managing directors;
11.The secretary, his appointment and remuneration;
12.The company’s seal;
13.Dividends and reserves;
14.The company’s accounts;
15.Capitalisation of profits and issue of bonus shares;
16.Service of notices on members;
17.Indemnification of directors and officers.
Alteration of Articles
Subject to the provisions of the Law and to the conditions contained in its Memorandum, a company may by special resolution of its members at a general meeting alter or add to its Articles. A company cannot in any manner, deprive itself of the statutory power to alter its articles.
Any alteration or additions so made in the articles shall, subject to the provisions of the Law, be as valid as if originally contained therein and be subject in like manner to alteration by special resolution.
Other documents to be filled
In the case of a public company a prospectus or a statement in lieu of prospectus must also be filed with the Registrar of Companies the contents of which are specified in the Law.
Several other documents should be filed by all companies along with the Memorandum and Articles of Association as, for example, an affidavit of compliance with the requirements of the law signed by an advocate (or a director or secretary in some cases) as advocates only are entitled to draft the incorporation documents of a company.
Capital
The capital structure, shares, debentures are of cardinal importance to the promoters of a company and all those intending to invest capital.
Minimum Capital
The fundamental characteristic of Anglo-Saxon law, and consequently Cyprus Law, is that no minimum capital is required for the formation of a company with limited liability.
Though the initial capital of a company must appear in the Memorandum of Association, the so-called “capital clause”, a company may be formed with any amount as small as it may be. The Central Bank of Cyprus has introduces minimum capital requirements for foreign controlled and offshore companies.
Authorised (nominal) and issued capital
The “nominal” or “authorised” capital, therefore, is the amount declared when the company is being registered and is in fact a limit beyond which the directors, if desiring to increase it, must convene a General Meeting of the shareholders and seek its approval. Such figure also serves to calculate the registration fees.
The “issued” capital is that part of the authorised capital which is subscribed by the shareholders and is in substance equal with the sum of the issued shares.
It does not mean, however, that the whole issued capital is paid up by the subscribers. Part of it may be required to be paid in, and it is the “paid up” capital, and the rest is liable to be “called” at times to be decided, in principle, by the Board of Directors.
Alteration of Capital
A company limited by shares, or a guarantee company having a share capital, if authorised by the articles, may alter the conditions of its memorandum, so as –
1.to increase its nominal share capital by the creation of new shares of any amount
2.to consolidate and divide any of its shares of larger amount;
3.to convert any paid-up shares into stock, and reconvert such stock into paid-up shares of any denomination;
4. to subdivide any shares into shares of smaller amount;
5. to cancel shares not taken or agreed to be taken; any such cancellation not being deemed a “reduction of capital” within the meaning of the Law.
Such alterations of capital must be effected by resolution in general meeting, but unless the articles require some other form of resolution an ordinary resolution will suffice.
Upon an alteration being effected every copy of the memorandum subsequently issued must be in accordance with the alteration.
Upon an increase of capital, notice (giving particulars with respect to any classes of shares affected, and the conditions of issue of the new shares) must be forwarded to the Registrar within 15 days after the passing of the resolution and the additional fees and capital duty must be paid.
Reduction of Capital
It is a principle of company Law that a company shall not reduce its capital except as allowed by the Law. With certain exceptions (redeemable preference shares) capital can be reduced only with the consent of the Court.
A company limited by shares or a guarantee company having a share capital, if authorised by the Articles, may, by special resolution and with the confirmation of the Court (but not otherwise), reduce its share capital in any way, and in particular may
(a) extinguish or reduce the liability on shares not fully paid-up;
(b) cancel paid-up capital which is lost or unrepresented by available assets, either with or without extinguishing or reducing the liability on any shares;
(c) pay off any paid-up capital in excess of the wants of the company, either with or without extinguishing or reducing the liability on any shares;
and may, if and so far as necessary, alter its memorandum by reducing the amount of share capital and shares accordingly.
When a company has passed a special resolution for a reduction of capital, it applies to the Court for an order confirming the reduction.
The Court may require the company, as a condition of confirmation, to publish the reasons for reduction, or such other information in regard there as the Court considers desirable in order to give proper information to the public, and the causes leading to the reduction. Moreover, the Court may, if it thinks fit, direct that the company shall for a specified period add to its name as the last words thereof the words “and Reduced”.
The special resolution for reduction, as confirmed by the Court, takes effect on the registration of the order of Court with the Registrar. The order must be produced to the Registrar, and a copy of the order, and a minute (approved by the Court), showing the amount of share capital as altered, the number of shares into which it is divided, the mount of each share, and the amount deemed to be paid up on each, must be delivered to the Registrar for registration. The Registrar issues a certificate of registration, which is conclusive evidence that the statutory requirements have been complied with.
The minute, when registered, is deemed to be substituted for the corresponding part of the memorandum, every subsequently issued copy of which must be in accordance with the alteration.
Shares
Shares, as known, may be issued either for cash or for consideration other than cash (in kind) and represent always a portion of the company’s capital. There are some other differentiations as far as shares are concerned which are of greater importance from the point of view of foreign investors.
Ordinary shares
The ordinary subscriber to the capital of a company, takes what are called “ordinary shares”. These normally provide the bulk of the joint stock. They carry the right to a share in the profits after those with prior rights ( if any ) have been satisfied, and similarly to the division of any assets available on liquidation. Normally, they are not granted any special rights nor do they carry any special obligations other than those imposed by the general law. The major risk of trading falls on this class of shareholders and they provide the real “risk” capital.
Preference Shares
Subscribers to the share capital, however, may not wish to take up the full partnership position which is, so to speak, involved in being an ordinary shareholder. In order to satisfy this type of shareholder, the “preference” share was invented, by means of which he may be assured of a first call on such profits as may be made and on such capital as may be available in a winding up. A preference shareholder with such rights begins to approximate the subscriber of loan capital (the debenture holder described below) and, indeed, preference shares are often referred to as “prior charges” for this reason. The holder of a preference share is a member of the company and his dividend can be paid only out of profits.
The exact rights of a preference shareholder are sometimes difficult to ascertain, since they depend on the construction of the company’s Memorandum and Articles of Association, and on the resolution under which the capital was issued.
Transfer of Shares
Subject to the articles (which in the case of a private company must restrict the right of transfer) a shareholder has an unrestricted right to transfer his shares to any person, whether the shares are fully paid up or not.
Shares held by a registered holder are transferred by a written instrument of transfer, which is sent to the registered office of the company for registration, together with the share certificate. The legal title passes when, the directors having accepted or passed the transfer, the shares are removed from the transferor’s account in the Register of Members and entered in an account in the transferee’s name. A new share certificate is issued to the transferee, as evidence of his title.
A contract to sell and transfer shares may be made orally, but the company is prohibited from registering the transfer unless a proper instrument of transfer is produced.
The transfer instrument, when passed to the transferee, should be accompanied by the share certificate.
In the absence of provisions in the articles the directors have no power to refuse to register transfers unless –
(a) the proposed transferee is a person who cannot be bound by contract, e.g., an infant or a person of unsound mind, and the shares are not fully paid; or
(b) the transfer instrument is not a “proper instrument of transfer,” as required by the Law.
We have seen that the articles of a private company must impose some restriction upon the right of a shareholder to transfer his shares; and those of a public company usually do so.
As between the transferor and transferee, if the transfer results from agreement, all rights and liabilities in respect of the shares pass to the transferee as from the date of the contract for sale, in the absence of any agreement to the contrary.
Debentures
Many companies usually finance a great deal of their business, even long term business, by means of borrowed money. The document by which the company’s assets are secured to the lenders – whether by fixed mortgage or charge or floating charge or by a combination of both – is called a debenture, and the lenders holding such security, debenture holders.
The methods of enforcing debentures are various and perhaps the most important of these methods is the appointment of a Receiver and Manager to manage the assets of the company by the debenture holders and/or by an order of the Court.
Debentures may be “ordinary”, “convertible” or even “hearer debentures”.
General Meetings
General Meetings of the members of a company comprise (a) those which must be held within the time limits laid down in the Law viz., the Statutory Meeting, and the Ordinary or Annual General Meetings, and (b) those which must be convened for special circumstances when required, viz. Extraordinary General Meetings. Usually the articles expressly distinguish between these classes of meetings.
The articles of a company (which, in the case of a company limited h shares, include the provisions of Table A so far as they are not modified or excluded by the registered articles) usually prescribe regulations for the convening and constitution of general meetings, and for the rights of voting of members thereat; but the following provisions shall have effect in so far as the articles fail to make other provision: –
(a) every member shall have notice served on him, in the manner required by Table A;
(b) members holding not less than one-tenth of the issue share capital, or if the company has no share capital, not less than five per cent. in number of the members, may call a. meeting;
(c) a quorum shall be two members (private company), three members (public company);
(d) any member elected by the members present at a meeting may be chairman thereof;
(e)every member shall have one vote for each share;
Every company is required to hold in each year a general meeting as its annual general meeting in addition to any other meetings in that year and to specify the meeting as such in the notices calling it; and not more than fifteen months must elapse between the date of one annual general meeting and the next. But a company’s first annual general meeting need not be held in the year of its incorporation or the next, provided it is held within eighteen months after incorporation.
The business which may be transacted at any general meeting of a company is said to be either ordinary or special business, the difference being that to enable special business to be validly transacted at any meeting, adequate notice of the nature of the matter in question must have been given to all persons entitled to attend the meeting whereas it is sufficient that the notice describes ordinary business as such, without itemising it.
Extraordinary Meetings
All general meetings of a company, other than the Statutory Meeting and the Annual General Meeting, or Extraordinary Meetings; and at them only the special business for which they have been convened may be transacted.
The articles invariably provide, that the directors may convene an Extraordinary General Meeting whenever they think fit; and they must convene such a meeting upon a requisition made in accordance with section 126 of the Companies Law.
Management
The value of the capital assets in practice depends a good deal more on the fortunes of the business in which the money is invested than on legal formalities concerned with the share or debenture set-up, and this in its turn depends on management. Control of the management is, therefore, a cardinal issue in the internal operation of every company. This is, of course only partly a legal issue, but skilful legal dispositions can usually secure such control.
The management of a registered company is in the hands of the board of directors. In the absence of any special arrangements, this board is appointed by the members at the annual general meeting.
Section 178 (1) of the Companies Law provides, however, that a director may be removed from office by an ordinary resolution at a general meeting not withstanding anything in the articles; even so, a sitting director has an advantage, and in any event his removal may result in a breach of contract, which would entail the payment of damages.
Protection of Minorities
In view of the possible arrangements with regard to management and the board of directors just prescribed, the question arises whether there is any method of preventing their inequitable use in particular to the detriment of minorities. In other words: How are minorities protected?
Control by the court is obviously the answer which generally – and according to rules developed in England and applicable in Cyprus – may intervene in cases like:
(a) where those in control are using their position to obtain for themselves benefits out of the company’s property or at the expense of the interests of the company; or
(b)where those in control are using their position to expropriate the property of other members.
Section 202, of the Companies Law, is further applicable in such cases, which provides:
1. Any member of a company who complains that the affairs of the company are being conducted in a manner oppressive to some part of the members (including himself) or, in a case falling within subsection (3) of section 163, the Council of Ministers may cause an application to be made to the Court by petition for an order under this section.
(2) If on any such petition the Court is of opinion –
(a)that the company’s affairs are being conducted as aforesaid; and
(b)that to wind up the company would unfairly prejudice that part of the members, but otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the company would be wound up,
the Court may, with a view to bringing to an end the matters complained of, make such order as it thinks fit, whether for regulating the conduct of the company’s affairs in future, or for the purchase of the shares of any members of the company by other members of the company or by the company and, in the case of a purchase by the company, for the reduction accordingly of the company’s capital or otherwise”.
Sections 158-169 also provide for a number of possibilities of the official investigation into the affairs of registered companies.
Accounts
Every company is required to cause proper books of account to be kept with respect to:
1.all sums of money received and. expended by the company and the matters in respect of which the receipt and expenditure takes place;
2.all sales and purchases of goods by the company;
3.the company’s assets and liabilities;
and the obligation will not be deemed to have been discharged, unless such books are kept as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.
Annual Profit and Loss Account Balance Sheet – Directors’ Report – Auditors Report
It is further required that the directors of every company shall, at some date not later than eighteen months after the incorporation of the company, and subsequently once at least in every calendar year, lay before the company in general meeting a profit and loss account or, in the case of a company not trading for profit, income and expenditure account, for the period, in the case of the first account, since the incorporation of the company, and, in any other case, since the preceding account.
The directors must also cause to be made out in every calendar year, and to be laid before the company in general meeting, a balance sheet as at the date to which the profit and loss account, or the income and expenditure account, as the case may be, is made up.
The directors’ and auditors’ reports must be attached to the balance sheet laid before the meeting, and the auditors’ report must be read before the meeting and open to inspection by any member.
Auditors are appointed at each annual general meeting to hold office from the conclusion of that until the next annual general meeting.
Annual Return
Every company having a share capital must once at least in every year make a return to the Registrar of Companies containing several information like, address of registered office, particulars of Directors and members, summary of capital etc.
Winding – up
The winding up of a company may be either:
1. Compulsory, i.e. by order of the Court; or
2. Under the supervision of the Court; or
3. Voluntary, being either:
(a) A members’ voluntary winding-up, or
(b) a creditors’ voluntary winding-up, according to whether the company is solvent or insolvent.
In each of the methods of winding-up, a liquidator is appointed and takes possession of the company’s assets. He pays thereout the costs of winding-up, and (so far as possible) first the creditors pro rata to their debts, and distributes the surplus, if any, amongst the members according to their rights. The company is then dissolved until it is so dissolved its corporate state continues.
The liquidator is the agent of the company for the purpose of winding-up. He occupies, however, a position of independence and impartiality, being obliged to enquire into conflicting claims to assets, and entitled to investigate the history of the company and the conduct of its directors and officers, and authorised to institute proceedings against them where the circumstances warrant. For these reasons it is enacted that the powers of the directors cease as soon as winding-up commences.
Note: The article above may not contain up-to-date information.