Hong Kong Regulations

COMPANIES (WINDING-UP) RULES - RULE 45

Appointment of liquidator on report of meetings of creditors and contributories

(Past version on 30/06/1997).

APPOINTMENT OF LIQUIDATOR IN A WINDING UP BY THE COURT

(1) As soon as possible after the first meetings of creditors and
contributories have been held the Official Receiver, or the chairman of the
meeting, as the case may be, shall report the result of each meeting to the
court. (See Form 24)

(2) Upon the result of the meetings of creditors and contributories being
reported to the court, the court may, if the meeting of creditors and the
meeting of contributories have each passed the same resolutions, or if the
resolutions passed at the 2 meetings are identical in effect, upon the
application of the provisional liquidator, forthwith make the appointments
necessary for giving effect to such resolutions. In any other case the court
shall, on the application of the provisional liquidator, fix a time and place
for considering the resolutions and determinations

(if any) of the meetings, deciding differences (if any), and making such order
as shall be necessary. (46 of 2000 s. 40)

(3) When a time and place have been fixed for the consideration of the
resolutions and determinations of the meetings, such time and place shall be
advertised by the provisional liquidator in such manner as the court shall
direct, but so that the first or only advertisement shall be published not
less than 7 days before the time so fixed. (46 of 2000 s. 40)

(4) Upon the consideration of the resolutions and determinations of the
meetings the court shall hear the provisional liquidator and any creditor or
contributory. (46 of 2000 s. 40)

(4A) For the purposes of appointing a person to be a liquidator, the
Official Receiver may, if he considers desirable, require an affidavit as to
the fitness of such person to be so appointed. (L.N. 286 of 1997)

(5) If a liquidator is appointed, a copy of the order appointing him shall be
transmitted by him to the Official Receiver and the Official  Receiver shall,
as soon as the liquidator has given security, cause notice of the appointment
to be gazetted. The expense of gazetting the notice of the appointment shall
be paid by the liquidator, but may be charged by him on the assets of the
company. (See Forms 25 & 103(7))

(6) Every appointment of a liquidator or committee of inspection shall be
advertised by the liquidator, in such manner as the court directs, immediately
after the appointment has been made and the liquidator has given the required
security. (See Form 27)

(7) If a liquidator in a winding up by the court shall die, or resign, or be
removed, another liquidator may be appointed in his place in the same manner
as in the case of a first appointment, and the Official  Receiver shall, on
the request of not less than one-tenth in value of the creditors or
contributories summon meetings for the purpose of determining whether or not
the vacancy shall be filled; but none of the provisions of this rule shall
apply where the liquidator is released under section 205 of the Ordinance in
which case the Official Receiver shall remain liquidator. (See Forms 103(8) &
(9)) [cf. R. 56]