In law, liquidation
refers to the process by which a company (or part of a company)
is brought to an end, and the assets and property of the company
redistributed. Liquidation can also be referred to as winding-up
or dissolution, although dissolution technically refers to the last
stage of liquidation.
Liquidation may either be compulsory (sometimes
referred to as a creditors' liquidation) or voluntary (sometimes
referred to as a shareholders' liquidation, although some voluntary
liquidations are controlled by the creditors, see below).
In finance, liquidation is also sometimes
used as convenient shorthand for converting an asset to cash.
Voluntary liquidation occurs when the members
of the company resolve to voluntarily wind-up the affairs of the
company and dissolve. Voluntary liquidation begins when the company
passes the resolution, and the company will generally cease to
carry on business at that time (if it has not done so already).
If the company is solvent, and the members have made a statutory
declaration of solvency, the liquidation will proceed as a members'
voluntary winding-up. In such case, the general meeting will appoint
the liquidator(s). If not, the liquidation will proceed as a creditor's
voluntary winding-up, and a meeting of creditors will be called,
to which the directors must report on the company's affairs. Where
a voluntary liquidation proceeds by way of creditor's voluntary
liquidation, a liquidation committee may be appointed.
Where a voluntary winding-up of a company has begun,
a compulsory liquidation order is still possible, but the petitioning
contributory would need to satisfy the court that a voluntary
liquidation would prejudice the contributories.
In addition, the term liquidation is sometimes used
when a company wishes to divest itself of some of its assets.
This is used, for instance, when a retail establishment wishes
to close stores. They will sell to a company that specializes
in store liquidation instead of attempting to run a store closure
sale themselves.