To get the ball rolling, you’ll need to hand over a comprehensive "handover packet" to your Insolvency Practitioner. Under the Insolvency Regulations 2022, the liquidator must verify the entity's status before filing the first set of notices with the CAC.
Here is a checklist of the essential documents required:
1. Constitutional & Regulatory Documents
- Original Certificate of Incorporation: Or a Certified True Copy (CTC) from the CAC.
- Memorandum and Articles of Association (MEMART): Or the Constitution in the case of an Incorporated Trustee.
- Updated Status Report: A recent search report showing that annual returns are up to date (the CAC usually won't process a dissolution if there are outstanding penalties).
2. Governance & Authorisation
- Board Resolution: A signed resolution by the Directors (or Trustees) recommending the winding up/dissolution.
- Special Resolution: The formal resolution passed by Shareholders (or the General Body of the NGO) approving the winding up and appointing the specific Liquidator.
- Statutory Declaration of Solvency: (For companies only) A sworn affidavit by directors stating the company can pay its debts in full within 12 months.
3. Financial Records
- Statement of Affairs: A list of all assets, debts, and liabilities as of a date close to the resolution.
- Detailed List of Creditors: Including names, addresses, and the exact amounts owed.
- Schedule of Assets: Land titles, vehicle logbooks, equipment invoices, and intellectual property registrations.
- Bank Statements: Current statements for all corporate accounts to be closed.
4. For Incorporated Trustees (Specifics)
- Minutes of the General Meeting: Evidence that the members reached a consensus to dissolve.
- Proposed Scheme of Distribution: A document identifying the "sister" NGO/Trustee that will receive the remaining assets (as required by Section 850 of CAMA).
5. Employment & Tax
- Staff Records: Evidence of settlement of terminal benefits or outstanding wages.
- Tax Clearance Certificate (TCC): Evidence of settled Federal or State taxes (FIRS [now NRS] / State IRS).
 | Clementina E. Ukiri, Esq. (De Dominus Litis)){kind=link}
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