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In April 2019, the Institutional Limited Partners Association (“ILPA”) released a set of considerations for Limited Partners and General Partners with respect to General Partner-led secondary fund restructurings (the “ILPA Memo”). The ILPA Memo can be viewed here.

This Briefing addresses the usual manner in which solvent voluntary liquidations proceed. The discussion is subject to the particular provisions of the Memorandum and Articles of Association of any company seeking a voluntary liquidation.

Where a company is not a regulated entity, has no liabilities and is able to pay its debts as they come due, a voluntary winding up and dissolution may be commenced by a resolution of directors.

Where it is proposed to appoint a voluntary liquidator, the directors of the company shall: