Client
Our client Kibo is an ed-tech company that offers a high-demand, job-ready technical degree in Computer Science. Their interdisciplinary core curriculum, based on the Human Skills Matrix, builds essential skills in communication, critical thinking, leadership, and self-management for their participants while providing online computer science training and education for participants.
Problem
The client was interested in divesting its Nigerian operations following a shift in their strategy and growth plans. This would involve ending its operations in Nigeria and winding up its Nigerian entity.
Approach
We consulted with the client and aligned on a members’ voluntary winding up as the best course of action, given that the company was solvent and able to settle its debts in full. This approach allowed for a more structured and cost-effective winding-up process while maintaining the integrity of the company’s financial standing. To execute this, we took the following steps:
- Initial Review of the Company’s Financial Position: We, in concert with the finance team we sourced and engaged for the company for this process, conducted a thorough review of the company’s financial statements and ensured that the Client met the solvency test under the Companies and Allied Matters Act (CAMA), which required the company to be able to pay its debts within 12 months of the winding up. This was crucial as only solvent companies can undergo a member’s voluntary winding up.
- Drafting of the Declaration of Solvency: In compliance with CAMA, we prepared the necessary Declaration of Solvency, which was signed by the directors of the company. The declaration confirmed that after a thorough investigation, the directors believed the company could pay all its debts in full within a year.
- Calling a General Meeting of Members: We advised the client on the statutory requirement to convene a general meeting of shareholders, where a special resolution would be passed to commence the winding up. We drafted the resolutions and ensured that they were filed with the Corporate Affairs Commission (CAC) within the required timeframe.
- Appointment of a Liquidator: Following the resolution, we assisted the client in appointing a licensed liquidator to oversee the winding-up process. The liquidator’s role included collecting and distributing the company’s assets to settle all outstanding liabilities, including shareholder distributions.
- Notifying the CAC and Creditors: We ensured that the special resolution was registered with the CAC, and notifications were sent to creditors. We also oversaw the publication of the winding-up resolution in a national newspaper, as required by law, to inform any potential creditors.
- Distribution of Assets and Final Accounts: Throughout the process, we provided ongoing legal support to the liquidator, ensuring compliance with all statutory obligations. The liquidator distributed the company’s remaining assets to creditors and shareholders, and the final accounts were prepared and submitted to the CAC.
- Dissolution of the Company: Once the liquidator had completed the winding-up process, we oversaw the preparation of the final statement of affairs and coordinated the formal application to the CAC for the company’s dissolution. Upon approval, the company was officially struck off the register, completing the winding-up process.
Result
We achieved the members’ voluntary winding up for our client within the communicated timeframe.
“Working with Acelera has been excellent. They are fantastic communicators, and clearly laid out the steps in our corporate filing. Dealing with the Corporate Affairs Commission (CAC) can be intimidating, but their team made the process seamless. I would highly recommend Acelera for any startups, especially those operating in foreign countries, but with entities in Nigeria."
- Ope Bukola, CEO
