Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 177

Circumstances in which company may be wound up by court

Caution: This is a past version. See the current version here.

Cases in which Company may be wound up by Court

(1) A company may be wound up by the court if-

   (a)  the company has by special resolution resolved that the company be
        wound up by the court;

   (b)  the company does not commence its business within a year from its
        incorporation, or suspends its business for a whole year;

   (c)  the number of members is reduced below 2;

   (d)  the company is unable to pay its debts;

   (e)  the event, if any, occurs on the occurrence of which the memorandum or
        articles provide that the company is to be dissolved;

   (f)  the court is of opinion that it is just and equitable that the company
        should be wound up.

(2) On the application of the Registrar for the winding up of a company, the
company may be wound up by the court if it appears to the  court-

   (a)  that the company is being carried on for an unlawful purpose or any
        purpose lawful in itself but one which cannot be carried out by a
        company; or

   (b)  that throughout a period of not less than 6 months ending on the date
        of the winding-up petition the company has not had at least 2
        directors; or

   (c)  that throughout the period referred to in paragraph (b) the company
        has not had a secretary; or

   (d)  that the company has failed to pay the annual registration fee payable
        under the Eighth Schedule; or

   (e)  without prejudice to paragraphs (a) to (d), that the company has been
        persistently in breach of its obligations under this Ordinance.

(3) A company registered before the commencement* of the Companies (Amendment)
Ordinance 1984 (6 of 1984) may by special resolution alter the conditions
contained in its memorandum by adding a condition to the effect that the
company shall be dissolved on the occurrence of a specified event, with or
without a provision providing for or prohibiting the alteration of that
condition: Provided that, if an application is made to the court for any such
alteration to be cancelled, the alteration shall not have effect except in so
far as it is confirmed by the court.

(4) Subsections (2)(a), (3), (4), (7) and (8) of section 8 shall apply in
relation to any such alteration and to any application under subsection (3) as
they apply in relation to alterations and to applications made under that
section. (Replaced 6 of 1984 s. 130) [cf. 1948 c. 38 s. 222 U.K.]
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___ Note:

* Commencement date: 31 August 1984.