Hong Kong Regulations

COMPANIES (REPORTS ON CONDUCT OF DIRECTORS) REGULATION - SECT 3

Return by office-holder

(Past version on 30/06/1997).



"the relevant date" (有關日期)

(1) This section applies where it appears to a liquidator of a company as
mentioned in section 2(1)(a) or to a receiver as mentioned in
section 2(1)(b) (each of whom is here referred to as "office-holder") that the
company has at any time become insolvent within the meaning of section 168H(2)
of the Ordinance.

(2) Subject as follows there may be furnished to the Official Receiver by an
office-holder at any time during the period of 6 months from the relevant date
(defined in subsection (4)) a return with respect to every person who-

   (a)  was, on the relevant date a director or shadow director of the
        company; or

   (b)  had been a director or shadow director of the company at any time in
        the 3 years immediately preceding that date.

(3) The return shall be made in Form D2 set out in the Schedule, and in the
manner and to the extent required by that form.

(4) For the purposes of this section, "the relevant date" (有關日期)
means-

   (a)  in the case of a company being wound up by the court, the date of the
        winding up order;

   (b)  in the case of a voluntary winding up by reason of inability to
        continue business under section 228A of the Ordinance, the date of the
        delivery to the Registrar of the statutory declaration made under that
        section;

   (c)  in the case of a company in creditors' voluntary winding up

(there having been no certificate of solvency issued by the directors under
section 233 of the Ordinance), the date of the passing of the resolution for
voluntary winding up; (28 of 2003 s. 127)

   (d)  in the case of a company in members' voluntary winding up, the date on
        which the liquidator forms the opinion that, at the time when the
        company went into liquidation, its assets were insufficient for the
        payment of its debts and other liabilities and the expenses of winding
        up;

   (e)  in the case of the receiver, the date of his appointment.

(5) The responsible office-holder shall furnish a return complying with
subsections (2) and (3) to the Official Receiver not later than the expiry of
the period of 6 months from the relevant date where no return has been so
furnished by a day one week before the expiry of that period, and for the
purposes of this subsection the responsible office-holder shall be the person
in office in relation to the company on the day specified above or where no
person is in office on that day the office-holder who vacated office nearest
to that day.

(6) A return need not be provided under this section if an office-holder has,
since the relevant date, made reports to the Official Receiver under section
168I(3) of the Ordinance with respect to all the persons falling within
subsection (2) and (apart from this subsection) required to be the subject of
return.

(7) If a responsible office-holder without reasonable excuse fails to comply
with the duty imposed by subsection (5), he is liable to a fine not exceeding
$5000. (Enacted 1994)