Dissolution Convene a creditors’ meeting for passing a resolution

Dissolution refers to the act of bringing to an end the existence of a company. It is an event which immediately follows liquidation or winding up of a companySo to reach in dissolution you first have to wind up the company and there are two types of winding up,• Winding up by the court also called compulsory winding up• Voluntary Winding upo By Memberso By CreditorsThe law that will be used in case of the United Republic of Tanzania is the The Companies Act, 2002 (Act No. 12 of 2002).Members’ Voluntary Winding Up (Sec. 340-345)This happens when the company is solvent and capable of paying its liabilities in full but resolves to voluntarily wind up its business. A declaration of solvency stating that the company is capable of paying its debts in full on being wound up is mandatory for members’ voluntary winding up.The procedure:• Convene a Board meeting whose agenda is to pass a resolution for voluntary winding up and a declaration of solvency. The declaration of solvency has to be registered with the Registrar before convening a general meeting for voluntary winding up of the company.• Convene a general meeting within 30 days after passing of the resolution to voluntarily wind up and declaration of solvency by the Board.• Appoint a liquidator at the general meeting for voluntary winding up of the company.• Publish the resolution for voluntary winding up in the Gazette or circulating newspaper within 14 days of its being passed.• The Liquidator calls upon creditors of the company for settlement of their claims against the company.• The Liquidator issues a notice for a general meeting at least 30 days before specifying the time, place and purpose of the meeting. The notice has to be published in the Gazette and a circulating newspaper in Tanzania. The purpose of the meeting is for determination of an account of winding up report from the liquidator.• The Liquidator submits to the members an account of the winding up, showing how the winding up has been conducted and disposal of the assets of the company. The liquidator gives explanation of an account of winding up in details to the members.• The Liquidator, within 14 days after the general meeting, submits to the Registrar a copy of an account for winding up and minutes of the meeting which deliberated on the liquidator’s winding up report.• The Registrar on receiving the account and returns from the liquidator on winding up; shall register them and on expiration of three months from registration of the same, the company shall be deemed to be dissolved.Creditors’ Voluntary Winding Up (Sec 348 – 355)This happens in a situation where the company is not solvent and no declaration of solvency is made and filed with the Registrar.The procedure:• Publish a notice for creditors’ meeting in the Gazette or a circulating newspaper.• Convene a creditors’ meeting for passing a resolution for voluntary winding up.• The directors must draw up a full statement of the position of the company’s affairs together with a list of the creditors of the company and estimated amount of their claims to be laid before the meeting of the creditors and appoint one of the directors to preside over the meeting.• The creditors and the company at their respective meetings may nominate a person to be a liquidator for the purposes of winding up the affairs and distributing the assets of the company, and if the creditors and the company nominate different persons, the person nominated by the creditors shall be the liquidator, and if no person is nominated by the creditors the person, if any, nominated by the company shall be the liquidator.• The creditors at the creditors’ meeting may, if they think fit, appoint more than five persons to be members of a committee of inspection, and if such committee is appointed, the company may (with the creditors’ approval) such number of persons as they think fit to act as members of the committee. However, the majority of the members shall be persons appointed by the creditors.• In the event of the winding up continuing for more than one year, the liquidator must summon a general meeting of the company and a meeting of the creditors at the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within three months from the end of the year or such longer period as the Registrar may allow, and shall lay before the meetings an account of his acts and dealings of the conduct of the winding up during the preceding year.• As soon as the affairs of the company are fully wound up, the liquidator must make 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 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.• Within 14 day after the date of the meetings, or, if the meetings are not held on the same date, after the date of the later meeting, the liquidator shall deliver to the Registrar a copy of the account, and shall make return to him of the holding of the meetings and of their dates.• The Registrar on receiving the account and, in respect of each such meeting, the returns, must immediately register them, and on the expiration of three months from registration thereof the company shall be deemed to be dissolved.QN 7. Identify objectives, types and function of trade associationsTrade associations can be defined as, the organizations formed to serve particular branches of industry and trade and to protect their common interest.To go the specificity of the definition, you can say that a trade association is, Voluntary, non-profit organization for mutual protection or advantage of independent enterprises producing or distributing similar goods or servicesObjectives of a Trade Association• To increase the individual efficiency through education.• To minimize competition or to prevent cutthroat competition.• To project or extent trade as a whole through legislation.• To develop the trade as a whole through technical work.Types of trade associationTrade association can be classified in various ways including:• Formal and informal trade association• National and International trade association• Not for profit  and profit oriented trade association• In terms of the industry or function they perform, you can classify them as:o Advertising, business, marketing trade associationo Agriculture trade associationo Entertainment trade associationo Financial, Insurance trade associationo Construction Trade association and so onFunctions of trade associations• Assist members in adoption of uniform accounting and costing methods.• Conduct industrial and market research, collect statistical data and present to members• Formulate business ethics and help to encourage business ethics among members and put down or eliminate unfair business practices in the trade or industry concerned.• Conduct conferences and arrange assemblies with a view to bring together the members or representatives of the trade and industry.• Collect and supply information to the members on matters such as prices, Government regulations, market news, taxes etc.• Standardization of trade practices• Publish trade magazines and release periodic bulletins on topics of interest and thereby help to educate both the members and the general public.• Raising the voice of the members or representing the grievances of the members to the Government when any move to affect their interest is proposed by the Government.• Doing all such things as may be necessary for the extension and development of trade and industry.