law: Co-Operative Societies Act 2008 
  Part
  
  XI Dissolution
  158.
  
  Dissolution by members
  1.      Subject to the
  
  approval of the Registrar, the members of a society may authorise the
  
  dissolution of the society.
  2.      The Board shall cause
  
  a notice of a special meeting of members to be sent in the manner prescribed by
  
  section 43 to each member for the purpose of authorising a dissolution.
  3.      Each member of the
  
  society has the right to vote with respect to dissolution.
  4.      For the purpose of
  
  subsection (1) dissolution is authorised when the members approve the
  
  dissolution by a special resolution of the membership.
  5.      Where the Registrar-
  a.     
  
    receives
  
  notice, in a form satisfactory to him, of an authorisation to dissolve a
  
  society; and
  b.    
  
    is
  
  satisfied that it is in the best interest of the society and its members, he
  
  shall approve the dissolution.
  1.      
  2.      
  3.      
  4.      
  5.      
  6.      The authorisation
  
  approved pursuant to subsection (4) shall set out-
  a.     
  
    the
  
  assets and liabilities of the society;
  b.    
  
    the
  
  claims of any creditors;
  c.     
  
    the
  
  number of members; and
  d.    
  
    the
  
  nature and extent of the members’ interest in the society.
  7.      Subject to subsection
  
  (9), where a society has an unallocated surplus and the authorisation approved
  
  pursuant to subsection (4) states that it is not to be paid out at the time of
  
  the society’s dissolution, the unallocated surplus must be paid to one or more
  
  trustees who are-
  a.     
  
    named
  
  in the special resolution; or
  b.    
  
    where
  
  not named in the special resolution, appointed by the Registrar.
  1.      
  2.      
  3.      
  4.      
  5.      
  6.      
  7.      
  8.      The trustees named or
  
  appointed pursuant to subsection (7) shall-
  a.     
  
    deposit
  
  the money in a special trust account-
                       
  
   i.        
  
    in
  
  a registered society; or
                      
  
   ii.        
  
    a
  
  bank registered under the Banking Act.
  b.    
  
    invest
  
  the money in any manner authorised by law.
  1.      
  2.      
  3.      
  4.      
  5.      
  6.      
  7.      
  8.      
  9.      Where a trust is
  
  created pursuant to subsection (7), the income and principal of the trust is
  
  required to be expended within a period of 20 years from the date that the
  
  trust was established for any co-operative purpose the Registrar considers fit.
  10.   In this section-
  a.     
  
    “interest”
  
    means
  
  the interest of a member in a society and includes member loans and obligations
  
  of any kind that-
                       
  
   i.        
  
    arise
  
  by virtue of the by- the society; and
                      
  
   ii.        
  
    are
  
  owed by the society to the members;
  b.    
  
      “unallocated surplus”
  
    includes
  
  any net proceeds from the sale of assets on dissolution of the society after
  
  the liabilities of the society and the claims of creditors and members have
  
  been satisfied.