Part 10 — Dissolution Division 1 Cancellation of Incorporation
257 Procedure in voluntary winding-up
(a) the company shall, from the commencement of the
winding-up, cease to carry on its business, except so far as
may be required for the beneficial winding-up thereof, but
RSA 2000
the corporate state and corporate powers of the company,
notwithstanding anything to the contrary in its articles,
continue until it is dissolved;
(b) the company in general meeting shall appoint one or more
liquidators for the purpose of winding-up the affairs and
distributing the assets of the company, and may fix the
remuneration to be paid to them;
(c) on the appointment of a liquidator all the powers of the
directors cease, except so far as the company in general
meeting or the liquidator sanctions the continuance thereof;
(d) subject to section 283, the property of the company shall be
applied in satisfaction of its liabilities pari passu, and,
subject thereto, shall, unless the memorandum or articles
otherwise provide, be distributed among the members
according to their rights and interests in the company;
(e) all costs, charges, and expenses properly incurred in the
voluntary winding-up of a company, including the
remuneration of the liquidator, are payable out of the assets
of the company in priority to all other claims.
(2) Every transfer of shares, except transfers made to or with the
sanction of the liquidator, and every alteration in the status of the
members of the company, made after the commencement of the
winding-up, are void.
RSA 1980 cC-20 s257