Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 177

Circumstances in which company may be wound up by court

(Past version on 30/06/1997).

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 company has no members; (Replaced 28 of 2003 s. 76)

   (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-

        (i)    in the case of a private company, at least one director; or

        (ii)   in the case of a company not being a private company, at least
               2 directors; or (Replaced 28 of 2003 s. 76)

   (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, where a private company passes such a resolution, an
application may be made to the court for the alteration to be cancelled, and
if such an application is made, the alteration shall not have effect except in
so far as it is confirmed by the court. (Amended 28 of 2003 s. 76)

(4) Where a private company passes a resolution under this section altering
the conditions contained in its memorandum, subsections (2)(a),

(3), (4), (7) and (8) of section 8 shall apply in relation to the alteration
and to any application made under this section in the same manner as they
apply in relation to alterations and to applications made under section 8.
(Replaced 28 of 2003 s. 76)

(5) Where a company (not being a private company) passes a resolution under
this section altering the conditions contained in its memorandum, subsections
(7A) and (8) of section 8 shall apply in relation to the alteration made under
this section in the same manner as they apply in relation to alterations made
under section 8. (Added 28 of 2003 s. 76)

(6) In relation to a resolution for altering the conditions of a company's
memorandum that is passed by a company (whether a private  company or not)
under this section before the commencement+ of section 76 of the Companies
(Amendment) Ordinance 2003 (28 of 2003), the provisions of this section in
force immediately before that commencement shall continue to have effect as if
section 76 of that Ordinance had not been enacted. (Added 28 of 2003 s. 76)
(Replaced 6 of 1984 s. 130) [cf. 1948 c. 38 s. 222 U.K.]
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Note:

* Commencement date: 31 August 1984. +Commencement date: 13 February 2004.