Liquidator (in law)

Powers

In most jurisdictions, a liquidator's powers are defined by statute. Certain powers are generally exercisable without the requirement of any approvals; others may require sanction, either by the court, by an extraordinary resolution (in a members' voluntary winding up) or the liquidation committee or a meeting of the company's creditors (in a creditors' voluntary winding-up).

The liquidator would normally require sanction to pay creditors and to make compromises or arrangement with creditors. Without sanction (unless it is a compulsory winding-up) the liquidator may carry on legal proceedings and carry on the business of the company so far as may be necessary for a beneficial winding-up. Without sanction, the liquidator may, inter alia, sell company property, claim against insolvent contributories, raise money on the security of company assets, and so all such things as may be necessary for the winding-up and distribution of assets.

Duties

In compulsory liquidation, the liquidator must assume control of all property to which the company appears to be entitled. The exercise of his powers is subject to the supervision of the court. He may be compelled to call a meeting of creditors or contributories when requested to do so by those holding above the statutory minimum.

In a voluntary winding-up, the liquidator may exercise the court's power of settling a list of contributories and of making calls, and he may summon general meetings of the company for any purpose he thinks fit. In a creditor's voluntary winding-up, he must report to the creditor's meeting on the exercise of his powers.

The liquidator is generally obliged to make returns and accounts, owes fiduciary duties to the company and should investigate the causes of the company's failure and the conduct of its managers, in the wider public interest of action being taken against those engaged in commercially culpable conduct.

A liquidator who is appointed to wind-up a failing business should act with professional efficiency and not exercise the sort of complacency that might have caused the business to decline in the first place.

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