9.3 Modes of Liquidation/Winding Up: Voluntary and Compulsory

The voluntary winding up (the members' route): the company's own decision — the special resolution's winding-up (the members' choice to end); the solvent winding up's classical face (the debts paid in full, the surplus to the members); the creditors' voluntary faces (the insolvent company's voluntary route — the creditors' supervision (the creditors' meeting's control)); the process (the liquidator's appointment by the members-and-creditors; the realisation-and- distribution; the final account-and-dissolution). The compulsory winding up (the court's route): the court-ordered end — the petition's grounds (the exam's list): (1) the special resolution (the company's own request to the court); (2) the insolvency (the company's inability to pay its debts — the statutory-demand-and-the execution-unsatisfied faces); (3) the just-and- equitable ground (the court's residual jurisdiction — the deadlock, the oppression's extreme, the company's object's failure (the "substratum" cases), the fraud's-and-petition's abuse); (4) the default-and-statutory grounds (the non-commencement, the reduced-membership, the regulatory faces); the petitioners (the company, the creditors, the contributories, the regulator's faces); the process (the petition → the order → the official liquidator's machinery (the court's officer) → the realisation-and-distribution → the dissolution's order). The comparative (the exam's table): the voluntary (the members'and-creditors' control, the solvent's speed) vs the compulsory (the court's supervision, the creditors' protection, the public-and-fraud faces); the modern rescue's layer (the reorganisation-and-rehabilitation (the Insolvency Act's rescue philosophy — the going-concern preservation…