A company may be placed into liquidation by passing of a special resolution of its shareholders (see ss 106 and 241(2)(a) of the Companies Act 1993.

For a special resolution to pass, it requires the majority of 75% (or a higher majority if the constitution requires it) of the votes of those shareholders entitled to vote and voting on the question.

This happens from time to time and it is important for creditors to take this into account as part of considering taking action.

For a full analysis of how shareholders do this and relevant considerations for creditors, we refer you to the article by Norling Law: https://www.norlinglaw.co.nz/blog/appointment-of-liquidator-by-shareholders.

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