The owners decide whether to close a solvent company, and the company's own documents say how that decision must be taken. Once the decision is made, a liquidator takes over the work.
The shareholders' or partners' resolution
A voluntary liquidation generally starts with a formal decision by the owners, recorded in a resolution. As we understand it, the Commercial Companies Law and the company's memorandum and articles set out how the decision must be taken, including the majority needed, and the majority differs by type of company and by what the articles add. We read the articles and any shareholders' agreement first, because they often carry conditions that owners forget, such as consent rights for particular shareholders.
If a resolution is passed in the wrong way, it can be challenged later by an owner who did not agree. Getting the decision right at the start is usually cheaper than defending it afterwards.
Liquidator appointment Dubai: who proposes and who approves
Appointing the liquidator is a real step with consequences, because the liquidator takes charge of the company's affairs. The owners generally propose the liquidator, and the licensing authority may have to accept the appointment. As we understand it, the liquidator is often a licensed audit firm or another qualified professional, depending on the authority's requirements, and their fees are usually a separate cost.
Owners often ask whether they can appoint a liquidator themselves or one of the existing managers. That depends on the authority and the type of company. To appoint a liquidator in Dubai, you need the resolution, the appointee's consent and the documents the authority asks for. MBM can act as liquidator, or advise and work with the liquidator you or the authority appoint, and we advise on the appointment, the liquidator's powers and what the owners should receive in writing. Your accountant or auditor handles the accounts, and we handle the legal side alongside them.
What the liquidator does when winding up a company
Whether you call it liquidation or search for "winding up company Dubai", the liquidator's job is broadly the same. Winding up a company in the UAE follows a similar pattern whichever authority licensed it, although the forms differ. In outline, the liquidator is in charge of:
- Taking control of the company's assets, records and bank accounts.
- Notifying creditors and receiving and assessing their claims.
- Collecting what the company is owed and selling assets where needed.
- Paying debts in the right order and reporting to the owners and the authority.
- Preparing final accounts and applying for the closure steps.
What happens to the directors and managers
Once a liquidator is appointed, the directors' and managers' powers generally pass to the liquidator, and they should not carry on trading in the usual way. Directors should keep records, answer the liquidator's questions and avoid moving assets or paying some creditors ahead of others. If the company is short of money, take advice before you do anything with its cash.
When the owners do not agree
If one owner wants to close and another wants to carry on, or if an owner wants to be paid out first, closure may become a dispute about price, control and blame. See shareholder dispute lawyer in Dubai for how those disputes are handled, including negotiated exits and the forums available.