Section 417, The Companies Act, 2009

(1) The company shall give at least 7 days’ notice of thecompany meeting at which the resolution for voluntary winding up is to be proposed. (2) Subsection (1) applies notwithstanding any power of the members, or of any particular majority of the members, to exclude or waive any other requirement of this Act or the company’s articles with respect to the period of notice to be given of any company 296 297 Meeting of creditors. (3) The company shall, in addition– (a) cause a meeting of its creditors to be summoned for the day, or the day next following the day, on which the company meeting is to be held; (b) cause notice of the creditors’ meeting to be advertised once in the Gazette and once at least in two local newspapers circulating in the locality in which the company’s registered office or its principal place of business is situated. (4) The directors of the company shall– (a) cause a full statement of the position of the company’s affairs, together with a list of its creditors and the estimated amount of their claims, to be laid before the creditors’ meeting; and (b) appoint one of their number to preside at the meeting; and it shall be the duty of the director so appointed to attend the meeting and preside at it. (5) If the company meeting at which the resolution for voluntary winding up is to be proposed is adjourned and the resolution is passed at an adjourned meeting, any resolution passed at the creditors’, meeting held under subsection (2) shall have effect as if it had been passed immediately after the passing of the resolution for voluntary winding up. (6) If default is made– (a) by the company in complying with subsections (1) and (3); (b) by the directors in complying with subsection (4); (c) by any director in complying with subsection (5), the company, the directors or the director ( as the case may be) is or are liable to a fine not exceeding Le.5,000,000; and in the case of default by the company, every officer of the company who is in default is also so liable to the same penalty. (7) Failure to give notice of the company meeting as required by subsection (1) does not affect the validity of any resolution passed or other thing done at that meeting which would be valid apart from that subsection.