COMPANIES (FEES AND PERCENTAGES) ORDER - CHAPTER 32C COMPANIES (FEES AND PERCENTAGES) ORDER - LONG TITLE Empowering section VerDate:30/06/1997 (Cap 32, section 296) [1 January 1937] (G.N. 1019 of 1936) COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 1 VerDate:30/06/1997 This order may be cited as the Companies (Fees and Percentages) Order. (L.N. 446 of 1994) COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 2 VerDate:30/06/1997 In this order, unless the context otherwise requires, a section referred to by number means the section so numbered in the Companies Ordinance (Cap 32). (G.N.A. 106 of 1955) COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 3 VerDate:01/07/1997 Adaptation amendments retroactively made - see 25 of 1998 s. 2 The fees and percentages to be taken in the Court of First Instance in respect of proceedings under the Companies Ordinance (Cap 32) (other than winding-up proceedings) shall be the fees contained in Schedule 1, and, where the proceeding is one for which no fee is prescribed in the said Schedule, the fees and percentages prescribed for a similar proceeding in the First Schedule to the High Court Fees Rules (Cap 4 sub. leg.). (G.N.A. 106 of 1955; 25 of 1998 s. 2) COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 4 VerDate:01/07/1997 Adaptation amendments retroactively made - see 25 of 1998 s. 2 The fees and percentages to be taken in the Court of First Instance in respect of proceedings in the winding up of companies shall be- (a) the fees contained in Schedule 2; and (b) the fees contained in Schedule 1, where the proceeding described therein is taken with respect to a company which is being wound up; and (c) where the proceeding is one for which no fee is prescribed in the said Schedules 1 and 2, the fees and percentages prescribed for a similar proceeding in the First Schedule to the High Court Fees Rules (Cap 4 sub. leg.). (G.N.A. 106 of 1955) (25 of 1998 s. 2) COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 5 VerDate:30/06/1997 The fees and percentages prescribed in Schedules 1 and 2 shall be taken either in money, or by causing the relevant document to be franked with the amount of the fee thereof, together with the date of franking. (G.N.A. 106 of 1955; L.N. 251 of 1981) COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 6 VerDate:30/06/1997 The fees and percentages set out in Schedule 3 in respect of proceedings in the winding up of companies shall be taken in the office of the Official Receiver or of the Registrar of Companies, as the case may be. COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 7 VerDate:01/07/2000 (1) The fees and percentages prescribed in Schedule 3 shall be taken in money. (L.N. 198 of 1987) (2) The percentages prescribed in number I of Table B of Schedule 3 shall be paid by a liquidator upon submission of his accounts to the Official Receiver under section 203, or where the Official Receiver is acting as liquidator, before he is released under section 205. (L.N. 198 of 1987) (3) The fee specified under item 3 of Schedule 2 shall have effect and apply only in relation to proceedings in the winding up of companies commenced after the coming into operation of the Companies (Fees and Percentages) (Amendment) Order 1989 (L.N. 221 of 1989). (L.N. 221 of 1989 para. 3 incorporated. 46 of 2000 s. 40) COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 8 VerDate:30/06/1997 Wherever practicable the money shall be paid in respect of every fee before the proceeding is had in respect of which the fee is payable. (L.N. 251 of 1981) COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 9 VerDate:30/06/1997 Where the head office of the company being wound up is situate in Hong Kong, and the liquidation takes place partly in Hong Kong and partly elsewhere, or where the court has sanctioned a reconstruction of the company or a scheme of arrangement of its affairs, or where for any other reason the Official Receiver satisfies the court that the fees or percentages in Table B in Schedule 3 would be excessive, such reduction may be made in the said fees or percentages as may, on the application of the Official Receiver, be sanctioned by the court. COMPANIES (FEES AND PERCENTAGES) ORDER - PARAGRAPH 10 Transitional and savings VerDate:30/06/1997 (1) This paragraph relates to the fee payable under number I of Table B of Schedule 3. (2) Where an Official Receiver's or liquidator's account has been audited before the commencement date but the fee payable in respect thereof has not been paid before that date, the fee calculated under the old scale shall continue to be payable except that where such fee together with all fees paid in respect of previous accounts is higher than the fee that would be payable if calculated under the new scale on the aggregate amount of assets realized and brought to credit, a fee calculated under the new scale on the aggregate amount of assets realized and brought to credit (giving credit for any amount previously paid) shall be payable. (3) In the case where a winding-up commenced before the commencement date continues after that date the fee payable in respect of an account sent to the Official Receiver under section 203 or, where the Official Receiver is liquidator, prepared for the purposes of section 205, after the commencement date shall be calculated under the new scale on the aggregate amount of assets realized and brought to credit and in respect of any assets brought to credit before the commencement date in respect of which a fee has already been paid, credit shall be given as if a fee calculated under the new scale had been paid. (4) Subject to subparagraph (5) where a liquidator's account has been sent to the Official Receiver or, where the Official Receiver is liquidator, has been prepared, under section 203, before the commencement date but has not been audited before that date the fee payable in respect thereof shall be calculated under the new scale. (5) In the case referred to in subparagraph (4) where the account has been sent or prepared (as the case may be) more than 3 months before the commencement date and has not been audited before that date, the fee payable in respect thereof shall be calculated under the old scale except that where such fee is higher than the fee that would be payable under the new scale, a fee calculated under the new scale shall be payable. (6) Where an account relating to a period ending before the commencement date is sent to the Official Receiver under section 203 or, where the Official Receiver is liquidator, is prepared, for the purposes of section 205, after the commencement date, the fee payable in respect thereof shall be calculated under the new scale. (7) In this paragraph- "commencement date" (生效日期) means the date of the coming into operation of the Companies (Fees and Percentages) (Amendment) Order 1987 (L.N. 198 of 1987); "new scale" (新收費表) means the scale of fees prescribed in number I of Table B of Schedule 3 as substituted by the Companies (Fees and Percentages) (Amendment) Order 1987 (L.N. 198 of 1987); "old scale" (舊收費表) means the scale of fees* prescribed in number I of Table B of Schedule 3 in force immediately before the commencement date. (L.N. 198 of 1987) ___________________________________________________________________________ ____ Note: * For old scale of fees, see Companies (Fees and Percentages) Order (Cap 32 sub. leg. 1985 Ed.) "commencement date" (生效日期) "new scale" (新收費表) "old scale" (舊收費表) COMPANIES (FEES AND PERCENTAGES) ORDER - SCHEDULE 1 VerDate:11/11/1999 [paragraph 3] Item Particular Fee Document to be stamped 1. On presenting a petition- (a) under section 8 to confirm an alteration in a memorandum; and (b) under section 59 to confirm a reduction of capital. This fee includes any fee on answering a petition or setting down for hearing. Where a petition is presented under more than one of these sections, only one fee of $1045.00 shall be charged on the petition. $1045.00 The petition. 2. On an application- (a) under section 64 to cancel a variation of shareholders' rights; (b) under section 290 for a declaration that the dissolution of a company is void; (c) under section 291 to restore a name to the register of companies; (ca) under section 291AB to reinstate the registration of a company deregistered under section 291AA; (30 of 1999 s. 44) (d) under section 86 for extension of time for registration or for rectification of register of charges; and (e) under section 166 to sanction a compromise or arrangement. $1045.00 The notice of motion or summons. (G.N.A. 106 of 1955; L.N. 9 of 1976; L.N. 140 of 1985; L.N. 134 of 1988; L.N. 357 of 1992; L.N. 164 of 1994) COMPANIES (FEES AND PERCENTAGES) ORDER - SCHEDULE 2 VerDate:01/07/2000 [paragraph 4] Item Particular Fee Document to be stamped 1. On presenting a petition for the winding up of a company by or under the supervision of the court .......................... This fee includes any fee on answering a petition or setting down for hearing. No fee is payable on a winding-up order or an order continuing a voluntary liquidation subject to the supervision of the court. $1045 The petition. 2. (Repealed 46 of 2000 s. 40) 3. On an application for release by a liquidator for every $1000 or fraction of $1000 of the gross amount of assets realized and brought to credit (46 of 2000 s. 40) ............. $5.00 - (G.N.A. 106 of 1955; L.N. 52 of 1964; L.N. 9 of 1976; L.N. 140 of 1985; L.N. 134 of 1988; L.N. 357 of 1992; L.N. 164 of 1994; L.N. 569 of 1994; L.N. 93 of 1996; L.N. 168 of 1997) COMPANIES (FEES AND PERCENTAGES) ORDER - SCHEDULE 3 VerDate:01/07/2000 [paragraph 6] TABLE A Item Particular Fee $ 1. On an inspection of a liquidator's statement sent to the Registrar of Companies under section 284 (L.N. 412 of 1994; L.N. 85 of 1996; L.N. 468 of 1997) ...................................................................... 26.00 1A. On an inspection of a copy of the liquidator's accounts filed under section 203(4) or (6) (L.N. 202 of 1984; L.N. 198 of 1987) .......... 12.00 2. For a copy of or extract from any such statement- (a) if the copy is made by photographic means- for each page or portion of a page ................................... Provided that, where any copy exceeds in size 210 x 297 mm, such additional fee, not exceeding $5, shall be paid as the Registrar may direct; (L.N. 397 of 1984; L.N. 412 of 1994; L.N. 85 1996; L.N. 468 of 1997) (b) if the copy is made by other means- per page (uncertified) ...................................................... per page (certified) (L.N. 412 of 1994; L.N. 85 1996; L.N. 468 of 1997) ........................................................... 13.00 4.00 8.00 3. On an application by a liquidator to the Official Receiver for a special bank account under section 202 (L.N. 221 of 1989; 46 of 2000 s. 40) ........................................................................... ...... 390.00 4. On an order by the Official Receiver for a special bank account (L.N. 221 of 1989) ...................................................................... 390.00 4A. On an application by a liquidator to the Official Receiver acting as a committee of inspection (L.N. 221 of 1989) .............................. 390.00 5. On an application to the Official Receiver- (a) under section 285 for payment of money out of the Companies Liquidation Account; or (b) after 6 months from the date of issue, for the re-issue of a lapsed cheque or money order in respect of moneys standing to the credit of that account. (L.N. 221 of 1989) ........................ 60.00 6. (a) On every payment under section 285 of money out of the Companies Liquidation Account- on each $1000 or fraction of $1000 .................................. to be charged as follows- where the money consists of unclaimed dividends, on each dividend paid out; where the money consists of undistributed funds or balances, on the amount paid out; (b) the total fees taken under this item in respect of undistributed funds or balances shall not exceed $45000 in each liquidation. (L.N. 221 of 1989) 50.00 7. For insertion in the Gazette of a notice relating to a company which is being wound up by the court (L.N. 221 of 1989) ....................... 355.00 8. On an application by a member of the public to the Official Receiver for a search on whether a winding-up petition has been presented against a company (L.N. 221 of 1989) ......................... 85.00 9. (Repealed 46 of 2000 s. 40) 10. On proof of debt above $250 (other than a proof for workmen's wages) ........................................................................... ............ This fee includes administering oath and filing. No fee is payable on a proof for $250 or under. (46 of 2000 s. 40) 40.00 TABLE B I. On the aggregate amount of assets realized and brought to credit by a liquidator (including the Official Receiver when he is acting as liquidator), after deducting any sums paid to secured creditors, other than holders of floating charges in respect of their securities and any sums spent out of money received in carrying on the business of the company, a fee according to the following scale- (a) On the first $500000 or fraction thereof, $100 on every $1000 or fraction thereof; (b) On the next $500000 or fraction thereof, $75 on every $1000 or fraction thereof; (c) On the next $4000000 or fraction thereof, $65 on every $1000 or fraction thereof; (d) On the next $5000000 or fraction thereof, $37.50 on every $1000 or fraction thereof; (L.N. 235 of 1996) (e) On the next $40000000 or fraction thereof, $20 on every $1000 or fraction thereof; (f) On all further amounts, $10 on every $1000 or fraction thereof. (L.N. 198 of 1987) II. Where the Official Receiver acts as provisional liquidator only- (a) Where no winding-up order is made upon the petition, or where a winding-up order is rescinded, or all further proceedings are stayed prior to the summoning of the statutory meetings of creditors and contributories; or (b) Where a winding-up order is made but the Official Receiver is not continued as liquidator after the statutory meetings of creditors and contributories, such amount as the court, on the application of the Official Receiver, may consider reasonable to be paid by the petitioner, or by the company, as the court may direct, in respect of the services of the Official Receiver as provisional liquidator. (L.N. 198 of 1987) III. Where the Official Receiver acts as liquidator of the company and a special manager is appointed (to include the Official Receiver's services as provisional liquidator)- such amount as the court, on the application of the Official Receiver, may consider reasonable. IV. In all other cases where the Official Receiver acts as liquidator of the company (to include his services as provisional liquidator- (1) In respect of every 10 members, creditors and debtors, and every fraction of 10 (L.N. 251 of 1981; L.N. 140 of 1985) ........................................................ $670 (This fee is to include cost of official stationery, printing, books, forms and postages in Hong Kong). (2) Upon the total assets, including the produce of calls on contributories, realized or brought to credit by the Official Receiver, after deducting sums on which fees are chargeable under number V of this Table, and the amount spent out of the money received in carrying on the business of the company, 10%. (L.N. 140 of 1985) (3) On the amount distributed in dividend or paid to contributories, preferential creditors, and debenture holders by the Official Receiver, 5%. V. Where the Official Receiver collects, calls or realizes property for debenture holders- the same fees as under number IV(2) and (3) of this table, to be paid out of the proceeds of such calls or property. VI. Where the Official Receiver realizes property for secured creditors other than debenture holders- the same fees as under number IV(2) of this table, to be paid out of the proceeds of such property. VII. Where the Official Receiver performs any special duties not provided for under the foregoing numbers in these Tables- such amount as the court, on the application of the Official Receiver may consider reasonable. VIII. Travelling, keeping possession, law costs, and other reasonable expenses of the Official Receiver-the amount disbursed. IX. Notwithstanding the fees and percentages prescribed in number I and numbers III to VII of this Table, where the Official Receiver acts as liquidator of the company, the total fees under those numbers shall not be less than $12150. (L.N. 140 of 1985) (G.N.A. 106 of 1955; L.N. 52 of 1964; L.N. 9 of 1976; L.N. 251 of 1981; L.N. 140 of 1985; L.N. 270 of 1993; L.N. 431 of 1993; L.N. 569 of 1994; L.N. 93 of 1996; L.N. 168 of 1997)