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The official receiver is conferred with expansive powers and duties in winding up proceedings. Official receiver is vested with all the powers of a liquidator while acting as a liquidator in winding up proceedings. Some of the powers and duties of the official receiver include:

i. Summon of meetings of creditors and contributories

Since the appointment of official receiver, whether as provisional liquidator or liquidator, is at best temporary, the official receiver is vested with the power to summon meetings of creditors and contributories of the company for the purpose of appointing another liquidator.⁵⁰⁵

ii. Statement of Affairs

Official receiver is empowered to request or direct any person as mentioned under section 420 of the CAMA to submit and verify a statement of affairs of a company,⁵⁰⁶ which shall be in Form 19 in the appendix.⁵⁰⁷ The statement of affairs is to be submitted within 14 days from the relevant date or within such extended time as the official receiver or the court may, for special reasons grant.⁵⁰⁸ Where any person requires an extension of time for submitting the statement of affairs, such person shall apply to the official receiver, who may grant the application as he thinks fit.⁵⁰⁹

504CAMA, op cit, s. 437.

505Ibid, s. 422 (3) (c); CWR, op cit, r. 95; Davies & Worthington, op cit, p. 1277.

506 CAMA, ibid, s. 420 (1) (2).

507 CWR, op cit, r. 35 (2).

508 CAMA, op cit, s. 420 (3) (8); the “relevant date” means, in a case where a provisional liquidator is appointed, the date of his appointment and in a case where no such appointment is made, the date of the winding up order.

509 CWR, op cit, r. 36.

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iii. Investigatory Powers

The official receiver is vested with the powers to investigate the causes of the failure of the company and make a report to the court as he or she thinks fit.⁵¹⁰ Furthermore, the official receiver where in his further report under section 421 of the CAMA, is of the opinion that fraud has been committed by the promoters or by any director or other officer of the company, may apply to the court for public examination of such persons.⁵¹¹

iv. Application for Declaration of Liability for Fraudulent Trading and of any Misfeasance

The official receiver is among the persons empowered to bring an application to the court to declare that persons who were knowingly parties to the carrying on of the business of the company in a reckless manner or with intent to defraud creditors of the company or creditors of any other person for any fraudulent purpose, shall be personally responsible, without any limitation of liability for all or any of the debts or other liabilities of the company.⁵¹²

v. Application for Appointment of Special Manager

The official receiver is vested with the power, where satisfied that the nature of the estate or business of the company or the interest of the creditors or contributories generally, require the appointment of a special manager of the estate or business of the company other than himself, apply to the court for an order appointing a special manager.⁵¹³

The powers of a special manager are usually contained in the order of appointment. The remuneration of the special manager is usually stated in the order

510 CAMA, op cit, s.421 (1).

511Ibid, ss. 421 (2) (3), 450; CWR, op cit, rr. 44 – 50.

512 CAMA, ibid, ss. 506, 507.

513CAMA, op cit, s. 436 (1); CWR, op cit, r. 33 (1).

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appointing him, but the court may, at any subsequent time, for good cause shown, make an order for payment of the special manager for further remuneration.⁵¹⁴ In addition to the powers of the special manager to manage the estate or business of the company, the special manager is required to give security⁵¹⁵ and submit accounts to the official receiver, which accounts shall be verified by affidavit as in Form 18 in the Appendix to the Rules.⁵¹⁶

vi. Reports

The official receiver, upon receipt of the statement of affairs of a company, owes the duty to make a report and a further report, if any, to the court on the affairs of the company concerning the amount of capital issued, subscribed and paid-up, the estimated amount of assets and liabilities; and if the company has failed, the causes of the failure and his general opinion on the desirability of conducting any further enquiry into any matter relating to the promotion, formation or failure of the company.⁵¹⁷

vii. Book Keeping

The official receiver owes the duty to keep a book to be called the “Record Book” in which he shall record all minutes, all proceedings had and resolutions passed at any meeting of creditors or contributories or of the committee of inspection.

The official receiver shall further keep a book to be called the “Cash Book” in which he shall enter the day to day receipts and payments made by him.⁵¹⁸

514 CAMA, op cit, s. 436 (2); CWR, op cit, r. 33 (2).

515 CAMA, ibid; CWR, ibid, rr. 42, 43 (consequences of failure to give required security).

516 CAMA, ibid; CWR, ibid, r. 34.

517 CAMA, ibid, s.421.

518 CWR, op cit, rr. 154, 155.

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