COMPANIES (WINDING-UP) RULES - CHAPTER 32H COMPANIES (WINDING-UP) RULES - LONG TITLE Empowering section VerDate:30/06/1997 (Cap 32, section 296) [1 January 1937] (G.N. 1018 of 1936) COMPANIES (WINDING-UP) RULES - RULE 1 Application of rules VerDate:30/06/1997 PRELIMINARY (1) Subject to the limitation hereinafter mentioned these rules shall apply to the proceedings in every winding up under the Ordinance of a company, which shall commence on and after the date on which these rules come into operation and to all proceedings under section 168A of the Ordinance, and they shall also, so far as practicable, and subject to any general or special order of the court, apply to all proceedings which shall be taken or instituted after the said date, in the winding up of a company which commenced on or after 1 July 1933. Rules which from their nature and subject matter are, or which by the head lines above the group in which they are contained or by their terms are made applicable only to the proceedings in a winding up by the court, or only to such proceedings and proceedings in a creditors voluntary winding up shall not apply to the proceedings in a voluntary winding up, or as the case may be in a members' voluntary winding up. (2) Rules which from their nature and subject matter are, or which by the head lines above the group in which they are contained or by their terms are made applicable only to the proceedings in a winding-up, whether by the court or voluntarily, shall not apply to proceedings under section 168A of the Ordinance. (L.N. 178 of 1978; L.N. 201 of 1984) [cf. R. 1]* ___________________________________________________________________________ ______ Note: * The references to "R1", etc., are to the English Companies (Winding-up) Rules 1929. COMPANIES (WINDING-UP) RULES - RULE 2 Interpretation of terms VerDate:08/07/2005 In these rules, unless the context or subject-matter otherwise requires- "bailiff" (執達主任) means the bailiff of the court and includes an assistant bailiff; "company" (公司) means a company which is being wound up, or against which proceedings to have it wound up or proceedings under section 168A of the Ordinance have been commenced; (L.N. 178 of 1978) "court" (法院)、(法庭) means the Court of First Instance and references in these rules, or in the forms in the Appendix, to the High Court of Hong Kong shall be construed accordingly; (L.N. 201 of 1984; 25 of 1998 s. 2) "creditor" (債權人) includes a corporation, and a firm of creditors in partnership; "gazetted" (在憲報刊登) means published in the Gazette; "Official Receiver" (破產管理署署長) includes any officer appointed by the Chief Executive to discharge the duties of Official Receiver under the Ordinance and includes a deputy official receiver so appointed; (23 of 1999 s. 3) "proceedings" (法律程序) means the proceedings in the winding up of a company under the Ordinance, or proceedings under section 168A of the Ordinance; (L.N. 178 of 1978) "proof" (債權證明表) means a document by which a creditor seeks to establish his claim against a company; (L.N. 225 of 1992) "Registrar" (司法常務官) means the Registrar of the High Court and includes a senior deputy registrar, deputy registrar or assistant registrar of the High Court; (L.N. 372 of 1981; 10 of 2005 s. 173) "rules" (規則) means these rules, and includes the prescribed forms; "sealed" (蓋章) means sealed with the seal of the court; "taxing officer" (訟費評定官) means the officer of the court whose duty it is to tax costs in the proceedings of the court under its ordinary jurisdiction. (46 of 2000 s. 40) [cf. R. 2] "bailiff" (執達主任) "company" (公司) "court" (法院)、(法庭) "creditor" (債權人) "gazetted" (在憲報刊登) "Official Receiver" (破產管理署署長) "proceedings" (法律程序) "proof" (債權證明表) "Registrar" (司法常務官) "rules" (規則) "sealed" (蓋章) "taxing officer" (訟費評定官) COMPANIES (WINDING-UP) RULES - RULE 3 Use of forms in Appendix VerDate:30/06/1997 The forms in the Appendix, where applicable, and where they are not applicable forms of the like character, with such variations as circumstances may require, shall be used. Where such forms are applicable any costs occasioned by the use of any other or more prolix forms shall be borne by or disallowed to the party using the same, unless the court shall otherwise direct. [cf. R. 3] COMPANIES (WINDING-UP) RULES - RULE 4 Office of Registrar in the court VerDate:30/06/1997 COURT AND CHAMBERS (1) All proceedings in the winding up of companies in the court shall be attached to the Registrar, who shall, together with the necessary clerks and officers, and subject to the Ordinance and rules, act under the general or special directions of a judge. (2) (Repealed L.N. 372 of 1981) [cf. R. 4] COMPANIES (WINDING-UP) RULES - RULE 5 Matters in court to be heard in court and chambers VerDate:30/06/1997 (1) Except as provided in section 180A, the following matters and applications in the court shall be heard before a judge in open court- (L.N. 304 of 1988) (a) petitions; (b) appeals to the court from the Official Receiver when acting as Official Receiver and not as liquidator; (c) applications under section 290 of the Ordinance; (d) applications by the Official Receiver or liquidator under section 284(3) of the Ordinance, or an appeal thereunder; (e) applications for the committal of any person to prison for contempt; (f) public examinations; (g) applications under section 277(1) of the Ordinance; (h) applications to rectify the Register; (i) such matters and applications as a judge may from time to time by any general or special orders direct to be heard before him in open court. (2) Examinations of persons summoned before the court under section 221 of the Ordinance, shall be held in court or in chambers as the court shall direct. (3) Every other matter or application in the court under the Ordinance to which the rules apply may be heard and determined in chambers. [cf. R. 5 & R. 6] COMPANIES (WINDING-UP) RULES - RULE 6 Applications in chambers VerDate:30/06/1997 Subject to the provisions of the Ordinance and rules- (a) the Registrar may under the general or special directions of a judge hear and determine any application or matter which under the Ordinance and rules may be heard and determined in chambers; (b) any matter or application before the Registrar may at any time be adjourned by him to be heard before a judge; (c) any matter or application may, at any time, if a judge thinks fit, be adjourned from chambers to court or from court to chambers, and if all the contending parties require any matter or application to be adjourned from chambers to court it shall be so adjourned. (L.N. 108 of 1987) [cf. R. 7] COMPANIES (WINDING-UP) RULES - RULE 7 Motions and summonses VerDate:30/06/1997 (1) Every application in court other than a petition, shall be made by motion, notice of which shall be served on every person against whom an order is sought, not less than 2 clear days before the day named in the notice for hearing the motion. (See Form 1) (2) Every application in chambers shall be made by summons, which, unless otherwise ordered, shall be served on every person against whom an order is sought, and shall require the person or persons to whom the summons is addressed to attend at the time and place named in the summons. (3) Every application by the liquidator to the court for directions in relation to any particular matter arising under the winding up shall be made in chambers. [cf. R. 8] COMPANIES (WINDING-UP) RULES - RULE 8 Times for holding court VerDate:30/06/1997 Subject to the provisions of the Ordinance, the times of the sitting of the court in matters relating to the winding up of companies and applications under section 168A of the Ordinance shall be those which are appointed for the transaction of the general business of the court, unless a judge shall otherwise order. (L.N. 178 of 1978) [cf. R. 10] COMPANIES (WINDING-UP) RULES - RULE 9 Title of proceedings VerDate:01/07/1997 Adaptation amendments retroactively made - see 25 of 1998 s. 2 PROCEEDINGS (1) Every proceeding in a winding-up matter shall be dated, and shall, with any necessary additions, be intituled as follows- IN THE HIGH COURT OF HONG KONG COMPANIES (WINDING-UP). No. OF 19 . In the Matter of the Companies Ordinance. and in the matter of the company to which it relates. Numbers and dates may be denoted by figures. (25 of 1998 s. 2) (2) The first proceeding in every winding-up matter shall have a distinctive number assigned to it in the office of the Registrar, and all proceedings in any matter subsequent to the first proceeding shall bear the same number as the first proceeding. [cf. R. 11] COMPANIES (WINDING-UP) RULES - RULE 10 Written or printed proceedings VerDate:30/06/1997 All proceedings shall be written or printed, or partly written or partly printed, on paper of the size 210 x 297 mm, or thereabouts, and must have a stitching margin; but no objection shall be allowed to any proof or affidavit on account only of its being written or printed on paper of other size. (L.N. 397 of 1984) [cf. R. 12] COMPANIES (WINDING-UP) RULES - RULE 11 Process to be sealed VerDate:30/06/1997 All orders, summonses, petitions, warrants, process of any kind (including notices when issued by the court) and office copies in any winding-up matter shall be sealed. [cf. R. 13] COMPANIES (WINDING-UP) RULES - RULE 12 Issue of summonses VerDate:30/06/1997 Every summons in a winding-up matter in the court shall be prepared by the applicant or his solicitor, and issued from the office of the Registrar. A summons, when sealed, shall be deemed to be issued. [cf. R. 14] COMPANIES (WINDING-UP) RULES - RULE 13 Orders VerDate:30/06/1997 Every order, whether made in court or in cha'mbers, in the winding up of a company shall be drawn up by the applicant or his solicitor and signed by the Registrar, unless in any proceeding, or classes of proceedings, the judge or Registrar who makes the order shall direct that no order need be drawn up. Where a direction is given that no order need be drawn up, the note or memorandum of the order, signed or initialled by the judge or the Registrar making the order, shall be sufficient evidence of the order having been made. [cf. R. 15] COMPANIES (WINDING-UP) RULES - RULE 14 File of proceedings in office of Registrar VerDate:30/06/1997 All petitions, affidavits, summonses, orders, proofs, notices, depositions, bills of costs and other proceedings in the court in a winding-up matter shall be kept and remain of record in the office of the Registrar and, subject to the directions of the court, shall be placed in one continuous file. [cf. R. 16] COMPANIES (WINDING-UP) RULES - RULE 15 Office copies VerDate:30/06/1997 All office copies of petitions, affidavits, depositions, papers and writings, or any parts thereof, required by the Official Receiver or any liquidator, contributory, creditor, officer of a company, or other person entitled thereto, shall be provided by the Registrar, and shall, except as to figures, be fairly written out at length, and be sealed and delivered out without any unnecessary delay, and in the order in which they shall have been bespoken. [cf. R. 18] COMPANIES (WINDING-UP) RULES - RULE 16 Inspection of file VerDate:30/06/1997 Every person who has been a director or officer of a company which is being wound up, shall be entitled, free of charge, and every contributory and every creditor whose claim or proof has been admitted shall be entitled on payment of a fee of $1 for each inspection per diem, at all reasonable times, to inspect the file of proceedings and to take copies or extracts from any document therein, or to be furnished with such copies or extracts upon payment of 75 cents per folio of 72 words, each figure being counted as a word. (L.N. 50 of 1964) [cf. R. 19] COMPANIES (WINDING-UP) RULES - RULE 17 Use of file by Official Receiver VerDate:30/06/1997 Where, in the exercise of his functions under the Ordinance or rules, the Official Receiver requiries to inspect or use the file of proceedings the Registrar shall (unless the file is at the time required for use in court or by him) on request, transmit the file of proceedings to the Official Receiver, and the Registrar may, in his discretion, permit the Official Receiver to retain in his custody for such time as the Registrar may think fit any file or files of proceedings. [cf. R. 20] COMPANIES (WINDING-UP) RULES - RULE 18 Defacement of stamps VerDate:30/06/1997 Every officer of the court who shall receive any document to which an adhesive stamp shall be affixed, shall immediately upon receipt of the document deface the stamp thereon and no such document shall be filed or delivered until the stamp thereon shall have been so defaced. [cf. R. 21] COMPANIES (WINDING-UP) RULES - RULE 19 Duties of bailiff VerDate:30/06/1997 SERVICE AND EXECUTION OF PROCESS AND ENFORCEMENT OF ORDERS (1) It shall be the duty of the bailiff to serve such orders, summonses, petitions and notices as the court may require him to serve; to execute warrants and other process; to attend any sittings of the court if so required by the court (but not sittings in chambers); and to do and perform all such things as may be required of him by the court. (2) Nothing in this rule shall require any order, summons, petition, or notice to be served by a bailiff or officer of the court which is not specially by the Ordinance or rules required to be so served, unless the court in any particular proceeding by order specially so directs. [cf. R. 22] COMPANIES (WINDING-UP) RULES - RULE 20 Service VerDate:30/06/1997 (1) All notices, summonses, and other documents other than those of which personal service is required, may be sent by prepaid post letter to the last known address of the person to be served therewith; and the notice, summons, or document shall be considered as served at the time that the same ought to be delivered in the due course of post by the post office, and notwithstanding the same may be returned by the post office. (2) No service shall be deemed invalid by reason that the name, or any of the names other than the surname of the person to be served, has been omitted from the document containing the person's name, provided that the court is satisfied that in other respects the service of the document has been sufficient. [cf. R. 23] COMPANIES (WINDING-UP) RULES - RULE 21 Enforcement of orders VerDate:30/06/1997 Every order of the court made in the exercise of the powers conferred by the Ordinance and rules, may be enforced by the court as if it was a judgment or order of the court made in the exercise of its ordinary jurisdiction. [cf. R. 24] COMPANIES (WINDING-UP) RULES - RULE 22 Form of petition VerDate:30/06/1997 PETITION Every petition shall be in the Form 2, 3 or 3A in the Appendix with such variations as circumstances may require. (See Forms 2, 3 & 3A) (L.N. 178 of 1978) COMPANIES (WINDING-UP) RULES - RULE 22A Deposit by petitioner VerDate:30/06/1997 (1) Before presenting a petition the petitioner shall deposit with the Official Receiver the sum of $12150 for the purpose of covering the fees and expenses to be incurred by the Official Receiver; and no petition shall be received unless the receipt of the Official Receiver for the deposit is produced to the Registrar. (L.N. 245 of 1977; L.N. 139 of 1985; L.N. 95 of 1996; L.N. 170 of 1997) (2) After presenting a petition the petitioner shall deposit with the Official Receiver, for the purpose set out in paragraph (1), such further sum as the court may, on the application of the Official Receiver, from time to time direct. (3) The Official Receiver shall account for the money so deposited to the petitioner, or, if the company itself is the petitioner, to the liquidator of the company, and any money so deposited by a petitioner other than the company shall, except and so far as such money may be required by reason of insufficiency of assets for the payment of the fees of and expenses incurred by the Official Receiver, be repaid to the petitioner out of the proceeds of the assets of the company in the order of priority set out in rule 179(1). (L.N. 50 of 1964) COMPANIES (WINDING-UP) RULES - RULE 23 Presentation of petition VerDate:30/06/1997 A petition shall be presented at the office of the Registrar, who shall appoint the time and place at which the petition is to be heard. Notice of the time and place appointed for hearing the petition shall be written on the petition and sealed copies thereof, and the Registrar may at any time before the petition has been advertised, alter the time appointed, and fix another time. [cf. R. 26] COMPANIES (WINDING-UP) RULES - RULE 23A Copies of documents filed in proceedings to be served on Official Receiver and Chief Bailiff VerDate:01/07/2000 Where a petitioner presents or files at court any document in connexion with any proceedings, he or his solicitor shall, within 24 hours of such presentation or filing, serve a copy of the document presented or filed on the Official Receiver and the Chief Bailiff. (L.N. 245 of 1977; 46 of 2000 s. 40) COMPANIES (WINDING-UP) RULES - RULE 24 Advertisement of petition VerDate:30/06/1997 Every petition shall be advertised 7 clear days or such longer time as the court may direct before the hearing, as follows- (See Form 4) (a) in the case of a company whose registered office or if there shall be no such office, then whose principal or last known principal place of business is or was situate within Hong Kong once in the Gazette, and once at least in 2 Hong Kong daily newspapers, or in such other newspaper as the court directs; (L.N. 201 of 1984) (b) in the case of any other company, once in the Gazette, and twice at least in one local newspaper circulating in the district where the local register is kept, or the principal or last known principal place of business, as the case may be, of such company is or was situate, or in such other newspaper as shall be directed by the court; (c) the advertisement shall state the day on which the petition was presented, and the name and address of the petitioner, and of his solicitor and shall contain a note at the foot thereof, stating that any person who intends to appear on the hearing of the petition, either to oppose or support, must send notice of his intention to the petitioner, or to his solicitor within the time and in the manner prescribed by rule 30, and an advertisement of a petition for the winding up of a company by the court which does not contain such a note shall be deemed irregular. And if the petitioner or his solicitor does not within the time hereby prescribed or within such extended time as the Registrar may allow duly advertise the petition in the manner prescribed by this rule the appointment of the time and place at which the petition is to be heard shall be cancelled by the Registrar and the petition shall be removed from the file unless a judge or the Registrar shall otherwise direct. [cf. R. 27] COMPANIES (WINDING-UP) RULES - RULE 25 Service of petition VerDate:30/06/1997 Every petition shall, unless presented by the company, be served upon the company at the registered office, if any, of the company, and if there is no registered office, then at the principal or last known principal place of business of the company, if any such can be found, by leaving a copy with any member, officer, or servant of the company there, or in case no such member, officer, or servant can be found there, then by leaving a copy at such registered office or principal place of business, or by serving it on such member, officer, or servant of the company as the court may direct; and where the company is being wound up voluntarily, the petition shall also be served upon the liquidator (if any), appointed for the purpose of winding up the affairs of the company. (See Forms 5 & 6) [cf. R. 28] COMPANIES (WINDING-UP) RULES - RULE 26 Verification of petition VerDate:30/06/1997 Every petition for the winding up of a company by the court shall be verified by an affidavit referring thereto. Such affidavit shall be made by the petitioner, or by one of the petitioners, if more than one, or, in case the petition is presented by a corporation, by some director, secretary, or other principal officer thereof, and shall be sworn after and filed within 4 days after the petition is presented, and such affidavit shall be sufficient prima facie evidence of the statements in the petition. (See Forms 7 & 8) (L.N. 201 of 1984) [cf. R. 29] COMPANIES (WINDING-UP) RULES - RULE 27 Copy of petition to be furnished to creditor or contributory VerDate:30/06/1997 Every contributory or creditor of the company shall be entitled to be furnished by the solicitor of the petitioner with a copy of the petition, within 24 hours after requiring same, upon payment of 75 cents per folio of 72 words for such copy, each figure being counted as a word. (L.N. 50 of 1964) [cf. R. 30] COMPANIES (WINDING-UP) RULES - RULE 27A Administration of small liquidations VerDate:01/07/2000 (1) Where after the presentation of a petition the court orders that winding up of a company shall be by way of summary procedure under section 227F of the Ordinance, the provisions of the Ordinance and these rules shall, subject to any special direction of the court, be modified in accordance with paragraphs (2) to (5). (46 of 2000 s. 40) (2) On the making of the order the liquidator shall forthwith cause notice thereof to be published in the Gazette, but there shall be no advertisement of any subsequent proceedings unless the court otherwise directs. (46 of 2000 s. 40) (3) The title of every document in the proceedings subsequent to the making of the order shall contain the words "Summary Case". (4) (Repealed L.N. 139 of 1985) (5) Notices of meetings other than first meetings shall not be sent to creditors whose debts do not exceed $1000, or to contributories. (L.N. 139 of 1985) (6) (Repealed 46 of 2000 s. 40) (L.N. 245 of 1977) COMPANIES (WINDING-UP) RULES - RULE 28 Appointment of provisional liquidator VerDate:30/06/1997 PROVISIONAL LIQUIDATOR (1) After the presentation of a petition, upon the application of a creditor, or of a contributory or of a petitioner, or of the company, and upon proof by affidavit of sufficient grounds for the appointment of a provisional liquidator, the court, if it thinks fit, and upon such terms as in the opinion of the court shall be just and necessary, may make the appointment. (L.N. 376 of 1989) (1A) Before an order appointing a provisional liquidator is made, the applicant for the order shall deposit with the Official Receiver the sum of $3500 towards the fees and expenses of the Official Receiver in connection with such appointment. (L.N. 433 of 1993; L.N. 286 of 1997) (2) The order appointing the provisional liquidator shall bear the number of the petition, and shall state the nature and a short description of the property of which the provisional liquidator is ordered to take possession, and the duties to be performed by the provisional liquidator. (See Form 9) (3) Subject to any order of the court, if no order for the winding up of the company is made upon the petition, or if an order for the winding up of the company on the petition is rescinded, or if all proceedings on the petition are stayed the provisional liquidator shall be entitled to be paid, out of the property of the company, all the costs, charges, and expenses properly incurred by him as provisional liquidator, including such sum as is or would be payable under the scale of fees in force for the time being where the Official Receiver is appointed provisional liquidator, and may retain out of such property the amounts of such costs, charges, expenses, and fees. (L.N. 201 of 1984) (4) Where any person other than the Official Receiver has been appointed provisional liquidator and the Official Receiver has taken any steps for the purpose of obtaining a statement of affairs or has performed any other duty prescribed by these rules the provisional liquidator shall pay the Official Receiver such sum, if any, as the court directs. [cf. R. 31] COMPANIES (WINDING-UP) RULES - RULE 29 Attendance before hearing to show compliance with rules VerDate:30/06/1997 HEARING OF PETITIONS AND ORDERS MADE THEREON After a petition has been presented, the petitioner or his solicitor, shall, on a day to be appointed by the Registrar, attend before the Registrar and satisfy him that the petition has been duly advertised, that the prescribed affidavit verifying the statements therein and the affidavit of service (if any) have been duly filed, and that the provisions of the rules as to petitions for winding-up companies have been duly complied with by the petitioner. No order for the winding up of a company shall be made on the petition of any petitioner who has not, prior to the hearing of the petition, attended before the Registrar at the time appointed, and satisfied him in manner required by this rule. [cf. R. 32] COMPANIES (WINDING-UP) RULES - RULE 30 Notice by persons who intend to appear VerDate:30/06/1997 Every person who intends to appear on the hearing of a petition shall serve on, or send by post to, the petitioner, or his solicitor, at the address stated in the advertisement of the petition, notice of his intention. The notice shall contain the address of such person, and shall be signed by him or his solicitor, and shall be served, or if sent by post shall be posted in such time as in ordinary course of post to reach the address not later than 6 o'clock in the afternoon of the day previous to the day appointed for the hearing of the petition, or if such day be a Monday, not later than one o'clock in the afternoon of the Saturday previous to such day. The notice shall be in Form 10 with such variations as circumstances may require. A person who has failed to comply with this rule shall not, without the special leave of the court, be allowed to appear on the hearing of the petition. (See Form 10) [cf. R. 33] COMPANIES (WINDING-UP) RULES - RULE 31 List of names and addresses of persons who appear on the petition VerDate:30/06/1997 The petitioner, or his solicitor, shall prepare a list of the names and addresses of the persons who have given notice of their intention to appear on the hearing of the petition, and of their respective solicitors, which shall be in Form 11. On the day appointed for hearing the petition a fair copy of the list (or if no notice of intention to appear has been given a statement in writing to that effect) shall be handed by the petitioner, or his solicitor, to the court prior to the hearing of the petition. (See Form 11) [cf. R. 34] COMPANIES (WINDING-UP) RULES - RULE 32 Affidavits in opposition and reply VerDate:30/06/1997 (1) Affidavits in opposition to a petition that a company may be wound up by the court shall be filed within 7 days, or such longer time as the court may direct, of the date on which the affidavit verifying the petition is filed and notice of the filing of every affidavit in opposition to such a petition shall be given to the petitioner or his solicitor on the day on which the affidavit is filed. (L.N. 201 of 1984) (2) An affidavit in reply to an affidavit filed in opposition to a petition shall be filed within 3 days of the date on which notice of such affidavit is received by the petitioner or his solicitor. [cf. R. 35] COMPANIES (WINDING-UP) RULES - RULE 33 Substitution of creditor or contributory for withdrawing petitioner VerDate:30/06/1997 When a petitioner is not entitled to present a petition or whether so entitled or not, where he (a) fails to advertise his petition within the time by these rules prescribed or such extended time as the Registrar may allow or (b) consents to withdraw his petition, or to allow it to be dismissed, or the hearing adjourned, or fails to appear in support of his petition when it is called on in court on the day originally fixed for the hearing thereof, or on any day to which the hearing has been adjourned, or (c) if appearing, does not apply for an order in the terms of the prayer of his petition, the court may, upon such terms as it may think just, substitute as petitioner any creditor or contributory who in the opinion of the court would have a right to present a petition, and who is desirous of prosecuting the petition. An order to substitute a petitioner may, where a petitioner fails to advertise his petition within the time prescribed by these rules or consents to withdraw his petition, be made in chambers at any time. [cf. R. 36] COMPANIES (WINDING-UP) RULES - RULE 34 Notice that winding-up order has been pronounced to be given to Official Receiver VerDate:30/06/1997 ORDER TO WIND UP A COMPANY AND ORDER UNDER SECTION 168A OF THE ORDINANCE (L.N. 178 of 1978) When an order for the winding up of a company, or for the appointment of a provisional liquidator prior to the making of an order for the winding up of the company, has been pronounced in court, the Registrar shall, on the same day, send to the Official Receiver a notice informing him that the order has been pronounced. The notice may be in Forms 12 and 13 respectively, with such variations as circumstances may require. (See Forms 12 & 13) [cf. R. 37] COMPANIES (WINDING-UP) RULES - RULE 35 Drawing up and contents of winding-up order VerDate:01/07/2000 (1) It shall be the duty of the petitioner, or his solicitor, and of all other persons who have appeared on the hearing of the petition, at latest on the day following the day on which an order for the winding up of a company or an order under section 168A of the Ordinance is pronounced in court, to leave with the Registrar a draft of the order and all other documents required for the purpose of enabling the Registrar to complete the order forthwith. Except in the case of an order made under section 168A of the Ordinance it shall not be necessary for the Registrar to make an appointment to settle the order unless in any particular case the special circumstances make an appointment necessary. (See Form 14) (L.N. 178 of 1978) (2) An order to wind up a company or for the appointment of a provisional liquidator shall contain at the foot thereof a notice stating that it will be the duty of the person who is at the time secretary of the company and any person who is then an officer thereof, and of such of the persons who are liable to make out or concur in making out the company's statement of affairs as the Official Receiver, provisional liquidator or liquidator may require, to attend on the Official Receiver, provisional liquidator or liquidator at such time and place as he may appoint and to give him all information he may require. (L.N. 201 of 1984; 46 of 2000 s. 40) [cf. R. 40] COMPANIES (WINDING-UP) RULES - RULE 36 Transmission and advertisement of winding-up order VerDate:01/07/1997 Adaptation amendments retroactively made - see 25 of 1998 s. 2 (1) When an order that a company be wound up, or for the appointment of a provisional liquidator has been made- (a) 3 copies of the order sealed with the seal of the court shall forthwith be sent by the Registrar to the Official Receiver; (b) the Official Receiver shall cause a sealed copy of the order to be served upon the company by prepaid letter addressed to it at the registered office of the company (if any), or if there is no registered office at its principal or last known principal place of business, or upon such other person or persons, and in such other manner as the court may direct, and if the order is that the company be wound up by the court, shall forward to the Registrar of Companies the copy of the order which by section 185 of the Ordinance is directed to be so forwarded by the company, or otherwise as may be prescribed; (c) the Official Receiver shall forthwith cause notice of the order to be gazetted; (See Form 103(1)) (d) the Official Receiver shall forthwith send notice of the order to such local paper as the court may from time to time direct, or, in default of such direction, as he may select. (See Form 16) (2) (Repealed L.N. 201 of 1984) (3) Where an order under section 168A of the Ordinance has been made, an office copy of the order shall, unless the court otherwise orders, be served by the petitioner on the company and on the Registrar of Companies in like manner as, under paragraph (1)(b), the Official Receiver is required to serve a sealed copy of the order, and where such order involves a reduction of capital or alteration of the memorandum of association, the Ordinance and Rules of the High Court (Cap 4 sub. leg.) relative to such matters shall apply as the court may direct. (L.N. 178 of 1978; 25 of 1998 s. 2) [cf. R. 41] COMPANIES (WINDING-UP) RULES - RULE 37 Appointment of special manager VerDate:30/06/1997 SPECIAL MANAGER An application by the Official Receiver for the appointment of a special manager shall be supported by a report of the Official Receiver, which shall be placed on the file of proceedings. No affidavit by the Official Receiver in support of the application shall be required. [cf. R. 48] COMPANIES (WINDING-UP) RULES - RULE 38 Accounting by special manager VerDate:30/06/1997 (1) Every special manager shall lodge with the Official Receiver an account in relation to the total of his receipts and payments as special manager, and such account shall be certified to be correct by the special manager. (2) The Official Receiver may require any account referred to in paragraph (1) to be audited. (L.N. 286 of 1997) COMPANIES (WINDING-UP) RULES - RULE 39 Preparation of statement of affairs VerDate:01/07/2000 STATEMENT OF AFFAIRS (1) Every person who under section 190 of the Ordinance, has been required by the provisional liquidator or liquidator to submit and verify a statement as to the affairs of a company, shall be furnished by the provisional liquidator or liquidator with forms and instructions for the preparation of the statement. The statement shall be made out in duplicate, one copy of which shall be verified by affidavit. The provisional liquidator or liquidator shall cause to be filed with the Registrar the verified statement of affairs. (See Form 23) (2) The Official Receiver, provisional liquidator or liquidator may from time to time hold personal interviews with every such person for the purpose of investigating the company's affairs, and it shall be the duty of every such person to attend on the Official Receiver, provisional liquidator or liquidator at such time and place as the Official Receiver, provisional liquidator or liquidator may appoint and give the Official Receiver, provisional liquidator or liquidator all information that he may require. (46 of 2000 s. 40) [cf. R. 50] COMPANIES (WINDING-UP) RULES - RULE 40 Extension of time for submitting statement of affairs VerDate:01/07/2000 When any person requires any extension of time for submitting the statement of affairs, he shall apply to the provisional liquidator or liquidator, who may, if he thinks fit, give a notice in writing extending the time. (L.N. 286 of 1997; 46 of 2000 s. 40) [cf. R. 51] COMPANIES (WINDING-UP) RULES - RULE 41 Information subsequent to statement of affairs VerDate:01/07/2000 After the statement of affairs of a company has been submitted to the provisional liquidator or liquidator it shall be the duty of each person who has made or concurred in making it, if and when required, to attend on the Official Receiver, provisional liquidator or liquidator and answer all such questions as may be put to him, and give all such further information as may be required of him by the Official Receiver, provisional liquidator or liquidator in relation to the statement of affairs. (46 of 2000 s. 40) [cf. R. 52] COMPANIES (WINDING-UP) RULES - RULE 42 Default VerDate:01/07/2000 Any default in complying with the requirements of section 190 of the Ordinance, may be reported by the provisional liquidator or liquidator to the court. (46 of 2000 s. 40) [cf. R. 53] COMPANIES (WINDING-UP) RULES - RULE 43 Expenses of statement of affairs VerDate:01/07/2000 A person who is required to make or concur in making any statement of affairs of a company shall, before incurring any costs or expenses in and about the preparation and making of the statement, apply to the provisional liquidator or liquidator for his sanction, and submit a statement of the estimated costs and expenses which it is intended to incur; and, except by order of the court, no person shall be allowed out of the assets of the company any costs or expenses which have not before being incurred been sanctioned by the provisional liquidator or liquidator. (46 of 2000 s. 40) [cf. R. 54] COMPANIES (WINDING-UP) RULES - RULE 44 Dispensing with statement of affairs VerDate:01/07/2000 (1) Any application to dispense with the requirements of section 190 of the Ordinance shall be supported by a report of the provisional liquidator or liquidator showing the special circumstances which in his opinion render such a course desirable. (46 of 2000 s. 40) (2) When the court has made an order dispensing with the requirements of the said section, it may give such consequential directions as it may see fit and in particular it may give directions as to the sending of any notices which are by these rules required to be sent to any person mentioned in the statement of affairs. [cf. R. 55] COMPANIES (WINDING-UP) RULES - RULE 45 Appointment of liquidator on report of meetings of creditors and contributories VerDate:01/07/2000 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] COMPANIES (WINDING-UP) RULES - RULE 46 (Repealed 28 of 2003 s. 124) VerDate:13/02/2004 COMPANIES (WINDING-UP) RULES - RULE 47 Security to satisfaction of Official Receiver VerDate:30/06/1997 SECURITY BY LIQUIDATOR OR SPECIAL MANAGER IN A WINDING UP BY THE COURT In the case of a special manager or a liquidator other than the Official Receiver, the following provisions as to security shall have effect, namely- (See Form 26) (a) the security shall be given to such officers or persons, and in such manner as the Official Receiver may from time to time direct; (b) it shall not be necessary that security shall be given in each separate winding up; but security may be given either specially in a particular winding up, or generally, to be available for any winding up in which the person giving security may be appointed, either as liquidator or special manager; (c) the Official Receiver shall fix the amount and nature of such security, and may from time to time, as he thinks fit, either increase or diminish the amount of special or general security which any person has given; (d) the certificate of the Official Receiver that a liquidator or special manager has given security to his satisfaction shall be filed with the Registrar; (See Form 26) (e) the cost of furnishing the required security by a liquidator or special manager, including any premiums which he may pay to a guarantee society, shall be borne by him personally, and shall not be charged against the assets of the company as an expense incurred in the winding up. [cf. R. 57] COMPANIES (WINDING-UP) RULES - RULE 48 Failure to give or keep up security VerDate:30/06/1997 (1) If a liquidator or special manager fails to give the required security within the time stated for that purpose in the order appointing him, or any extension thereof, the Official Receiver shall report such failure to the court, who may thereupon rescind the order appointing the liquidator or special manager. (2) If a liquidator or special manager fails to keep up his security, the Official Receiver shall report such failure to the court, who may thereupon remove the liquidator or special manager, and make such order as to costs as the court shall think fit. (3) Where an order is made under this rule rescinding an order for the appointment of or removing a liquidator, the court may direct that another liquidator is to be appointed and thereupon the same meetings shall be summoned and the same proceedings may be taken as in the case of a first appointment of a liquidator. [cf. R. 58] COMPANIES (WINDING-UP) RULES - RULE 49 Report of liquidator to be filed VerDate:01/07/2000 PUBLIC EXAMINATION A report made by the Official Receiver or liquidator pursuant to section 191(2) of the Ordinance shall state, in a narrative form, the facts and matters which the Official Receiver or liquidator desires to bring to the notice of the court, and his opinion as required by the said section. (46 of 2000 s. 40) COMPANIES (WINDING-UP) RULES - RULE 50 Appointment of time for consideration of report VerDate:01/07/2000 The Official Receiver or liquidator may apply to the court to fix a day for the consideration of the report, and on such application the court shall appoint a day on which the report shall be considered. (46 of 2000 s. 40) COMPANIES (WINDING-UP) RULES - RULE 51 Consideration of report VerDate:01/07/2000 The consideration of the report shall be before a judge personally in chambers, and the party who made the further report shall, and the Official Receiver or the liquidator when he is not the party who made the further report may, personally, or by counsel or solicitor, attend the consideration of the report, and give the court any further information or explanation with reference to the matter stated in the report which the court may require. (46 of 2000 s. 40) [cf. R. 59] COMPANIES (WINDING-UP) RULES - RULE 52 Order for public examination VerDate:30/06/1997 An order under section 222 of the Ordinance directing any person or persons to attend for public examination shall be in Form 29 with such variations as circumstances may require. (See Form 29) COMPANIES (WINDING-UP) RULES - RULE 53 Application for day for holding examination VerDate:01/07/2000 Upon an order directing a person to attend for public examination being made, the Official Receiver or liquidator, as the case may be, shall apply for the appointment of a day on which the public examination is to be held. (46 of 2000 s. 40) [cf. R. 61] COMPANIES (WINDING-UP) RULES - RULE 54 Appointment of time and place for public examination VerDate:01/07/2000 A day and place shall be appointed for holding the public examination, and notice of the day and place so appointed shall be given by the Official Receiver or liquidator, as the case may be, to the person who is to be examined by sending such notice in a registered letter addressed to his usual or last known address. (See Forms 30 & 31) (46 of 2000 s. 40) [cf. R. 62] COMPANIES (WINDING-UP) RULES - RULE 55 Notice of public examination to creditors and contributories VerDate:01/07/2000 (1) The Official Receiver or liquidator, as the case may be, shall give notice of the time and place appointed for holding a public examination to the creditors and contributories by advertisement in such newspapers as the court from time to time may direct, or in default of any such direction as the Official Receiver or liquidator, as the case may be, thinks fit, and shall also cause notice of the appointment to be gazetted. (See Form 103(3)) (46 of 2000 s. 40) (2) Where an adjournment of the public examination has been directed, notice of the adjournment shall not, unless otherwise directed by the court, be advertised. [cf. R. 63] COMPANIES (WINDING-UP) RULES - RULE 56 Default in attending VerDate:01/07/2000 (1) If any person who has been directed by the court to attend for public examination fails to attend at the time and place appointed for holding or proceeding with the same, and no good cause is shown by him for such failure, or if before the day appointed for the examination the Official Receiver or liquidator satisfies the court that such person has absconded, or that there is reason for believing that he is about to abscond with the view of avoiding examination, it shall be lawful for the court, upon its being proved to the satisfaction of the court that notice of the order and of the time and place appointed for attendance at the public examination was duly served, without any further notice, to issue a warrant for the arrest of the person required to attend, or to make such other order as the court shall think just. (See Form 38) (46 of 2000 s. 40) (2) A warrant of arrest issued by the court under this rule shall be issued in the Registry of the High Court pursuant to an order of the court directing such issue. (25 of 1998 s. 2) (See Form 38A) [cf. R. 64] COMPANIES (WINDING-UP) RULES - RULE 57 Notes of examination to be filed VerDate:30/06/1997 The notes of every public examination shall, after being signed as required by section 222(7) of the Ordinance, be filed with the Registrar. (See Forms 34 & 35) [cf. R. 65] COMPANIES (WINDING-UP) RULES - RULE 57A Application of certain rules where report is made under section 168IA of Ordinance VerDate:01/07/2000 Where a report under section 168IA of the Ordinance is made to the court by the Official Receiver, rules 49 to 54 and 56 and 57 inclusive shall apply to and in relation to the proceedings arising from the report. <* Note - Exp. X-Ref.: Rules 49, 50, 51, 52, 53, 54*> (46 of 2000 s. 40) COMPANIES (WINDING-UP) RULES - RULE 58 Application by or against delinquent directors, officers and promoters VerDate:01/07/2000 PROCEEDINGS BY OR AGAINST DIRECTORS, PROMOTERS, AND OFFICERS (1) An application under any of the following provisions of the Ordinance- (a) section 276; (b) section 275(1), (2) or (4); (c) section 168I, where such application relates to a company in course of being wound up by the court; (L.N. 201 of 1984; 46 of 2000 s. 40) (d) section 358(2), shall be made by a summons returnable in the first instance in chambers, in which summons shall be stated the nature of the declaration or order for which application is made, and the grounds of the application, and which summons, unless otherwise ordered by the court, shall be served, in the manner in which an originating summons is required by the Rules of the High Court (Cap 4 sub. leg.) to be served, on every person against whom an order is sought, not less than 8 days before the day named in the summons for hearing the application. Where the application is made by the Official Receiver or liquidator he may make a report to the court stating any facts and information on which he proceeds which are verified by affidavit, or derived from sworn evidence in the proceedings. Where the application is made by any other person it shall be supported by affidavit to be filed by him. (25 of 1998 s. 2) A copy of every report and affidavit intended to be used in support of the summons shall be served on every person against whom an order is sought not less than 4 days before the hearing of the summons. (2) On the return of the summons the court may give such directions as it shall think fit as to the taking of evidence wholly or in part by affidavit or orally, and the cross-examination either before a judge on the hearing in court or in chambers of any deponents to affidavits in support of or in opposition to the application and as to any report it may require the Official Receiver or liquidator to make and generally as to the procedure on the summons and for the hearing thereof. [cf. R. 66] COMPANIES (WINDING-UP) RULES - RULE 59 Use of depositions taken at public examinations VerDate:30/06/1997 Where in the course of the proceedings in a winding up by the court an order has been made for the public examination of persons named in the order pursuant to section 222 of the Ordinance, then in any proceedings subsequently instituted under any of the provisions of the Ordinance mentioned in rule 58(1), the verified notes of the examination of each person who was examined under the order shall, subject as hereinafter mentioned, and to any order or directions of the court as to the manner and extent in and to which the notes shall be used, and subject to all just exceptions to the admissibility in evidence against any particular person or persons of any of the statements contained in the notes of the examinations, be admissible in evidence against any of the persons against whom the application is made, who, under section 222 of the Ordinance, and the order for the public examination, was or had the opportunity of being present at and taking part in the examination: Provided that before any such notes of a public examination shall be used on any such application, the person intending to use the same shall, not less than 15 days before the day appointed for hearing the application, give notice of such intention to each person against whom it is intended to use such notes, or any of them, specifying the notes or parts of the notes which it is intended to read against him, and furnish him with copies of such notes, or parts of notes (except notes of the person's own depositions), and provided also that every person against whom the application is made shall be at liberty to cross-examine or re-examine (as the case may be) any person the notes of whose examination are read, in all respects as if such person had made an affidavit on the application. [cf. R. 69] COMPANIES (WINDING-UP) RULES - RULE 60 Appointment and remuneration of shorthand writers VerDate:30/06/1997 WITNESSES AND DEPOSITIONS (1) The court may at any time in any proceedings, if it considers that it would be desirable so to do, appoint a person (in these rules called a "shorthand writer") to take down, in shorthand or otherwise, the evidence of any witness examined at any public or private sitting, examination or meeting under the Ordinance. (2) A shorthand writer (if any) attached to the Official Receiver's office shall be deemed to be duly appointed under paragraph (1), and it shall not be necessary to make any application to make such an appointment, and a general declaration by such shorthand writer adapted from Form 33 shall be deemed to apply to all proceedings in which notes are taken by him of any such evidence. (See Form 33) (3) Any document purporting- (a) to be a transcript of the notes taken by a shorthand writer appointed under paragraph (1) or by a shorthand writer attached to the Official Receiver's office; and (b) to be signed by such shorthand writer, shall until the contrary is proved be sufficient evidence that the questions and answers therein set forth were so put and answered respectively. (4) Every person appointed to be a shorthand writer under this rule shall be paid a sum not exceeding $150 or otherwise as the court directs for each hour or part thereof during which he is engaged in such appointment or in the preparation of any transcript of the evidence that may be required. (L.N. 139 of 1985) (5) The fees of a shorthand writer shall be paid by the party at whose instance the appointment was made, or out of the assets of the company, as may be directed by the court. (6) If the person appointed to be the shorthand writer under this rule is a public servant the fees payable under paragraph (4) shall be paid forthwith by the person responsible for such fees to the Official Receiver for payment into the Treasury. (L.N. 245 of 1977) [cf. S.I. 1952/2113 rr. 69 & 70 U.K.] COMPANIES (WINDING-UP) RULES - RULE 61 Committal of contumacious witness VerDate:30/06/1997 (1) If a person examined before a Registrar or other officer of the court who has no power to commit for contempt of court, refuses to answer to the satisfaction of the Registrar or officer any question which he may allow to be put, the Registrar or officer shall report such refusal to a judge, and upon report being made the person in default shall be in the same position, and be dealt with in the same manner as if he had made default in answering before the judge. (See Form 36) (2) The report shall be in writing, but without affidavit and shall set forth the question put, and the answer (if any) given by the person examined. (3) The Registrar or other officer shall, before the conclusion of the examination at which the default in answering is made, name the time when and the place where the default will be reported to a judge, and upon receiving the report a judge may take such action thereon as he shall think fit. If a judge is sitting at the time when the default in answering is made, such default may be reported immediately. [cf. R. 71] COMPANIES (WINDING-UP) RULES - RULE 62 Depositions at private examinations VerDate:01/07/2000 (1) The Official Receiver or liquidator may attend in person, or by counsel or by solicitors employed for the purpose, any examination of a witness under section 221 of the Ordinance, on whosesoever application the same has been ordered, and may take notes of the examination for his own use, and put such question to the persons examined as the court may allow. (46 of 2000 s. 40) (2) The notes of the depositions of a person examined under section 221 of the Ordinance, or under any order of the court before the court, or before any officer of the court, or person appointed to take such an examination (other than the notes of the depositions of a person examined at a public examination under section 222 of the Ordinance) shall not be filed, or be open to the inspection of any creditor, contributory, or other person, except the Official Receiver or liquidator, or any provisional liquidator other than the Official Receiver, while he is acting as provisional liquidator, unless and until the court shall so direct, and the court may from time to time give such general or special directions as it shall think expedient as to the custody and inspection of such notes and the furnishing of copies of or extracts therefrom. [cf. R. 72] COMPANIES (WINDING-UP) RULES - RULE 63 Disclaimer VerDate:30/06/1997 DISCLAIMER (1) Any application for leave to disclaim any part of the property of a company pursuant to section 268(1) of the Ordinance shall be by ex parte summons. Such summons shall be supported by an affidavit showing who are the parties interested and what their interests are. On the hearing of the summons the court shall give such directions as it sees fit and in particular directions as to the notices to be given to the parties interested or any of them and the court may adjourn the application to enable any such party to attend. (See Forms 39 & 40) (2) Where a liquidator disclaims a leasehold interest he shall forthwith file the disclaimer at the office of the Registrar and, when the property is situate in Hong Kong, register a notice thereof in the Land Registry. The disclaimer shall contain particulars of the interest disclaimed and a statement of the persons to whom notice of the disclaimer has been given. Until the disclaimer is filed by the liquidator and, when the property is situate in Hong Kong, a notice thereof is registered in the Land Registry the disclaimer shall be inoperative. A disclaimer shall be in the Form 39 and a notice of disclaimer in the Form 40 in the Appendix with such variations as circumstances may require. (L.N. 201 of 1984; 8 of 1993 s. 30) (3) Where any person claims to be interested in any part of the property of a company which the liquidator wishes to disclaim he shall at the request of the liquidator furnish a statement of the interest so claimed by him. [cf. R. 73] COMPANIES (WINDING-UP) RULES - RULE 64 Vesting of disclaimed property VerDate:30/06/1997 VESTING OF DISCLAIMED PROPERTY (1) Any application under subsection (6) of section 268 of the Ordinance for an order for the vesting of any disclaimed property in or the delivery of any such property to any persons shall be supported by the affidavit filed on the application for leave to disclaim such property. (2) Where such an application as aforesaid relates to disclaimed property of a leasehold nature and it appears that there is any under-lessee of such property or person entitled to a mortgage or charge in respect thereof, the court may direct that notice shall be given to such under-lessee or person so entitled that, if he does not elect to accept and apply for such a vesting order as aforesaid upon the terms required by the above-mentioned subsection and imposed by the court within a time to be fixed by the court and stated in the notice, he will be excluded from all interest in and security upon the property and the court may adjourn the application for such notice to be given and for such under-lessee or person so entitled to be added as a party to and served with the application and, if he sees fit, to make such election and application as is mentioned in the notice. If at the expiration of the time so fixed by the court such under-lessee or person so entitled fails to make such election and application, the court may make an order vesting the property in the applicant and excluding such under-lessee or person so entitled from all interest in or security upon the property. (L.N. 201 of 1984) [cf. R. 74] COMPANIES (WINDING-UP) RULES - RULE 65 Report by Official Receiver on arrangements and compromises VerDate:30/06/1997 ARRANGEMENTS WITH CREDITORS AND CONTRIBUTORIES IN A WINDING UP BY THE COURT In a winding up by the court, if application is made to the court to sanction any compromises or arrangement, the court may, before giving its sanction thereto, hear a report by the Official Receiver as to the terms of the scheme, and as to the conduct of the directors and other officers of the company, and as to any other matters which, in the opinion of the Official Receiver, ought to be brought to the attention of the court. The report shall not be placed upon the file, unless and until the court shall direct it to be filed. [cf. R. 75] COMPANIES (WINDING-UP) RULES - RULE 66 Collection and distribution of company's assets by liquidator VerDate:30/06/1997 COLLECTION AND DISTRIBUTION OF ASSETS IN A WINDING UP BY THE COURT (1) The duties imposed on the court by section 210(1) of the Ordinance, in a winding up by the court with regard to the collection of the assets of the company and the application of the assets in discharge of the company's liabilities, shall be discharged by the liquidator as an officer of the court subject to the control of the court. (2) For the purpose of the discharge by the liquidator of the duties imposed by section 210(1) of the Ordinance, and paragraph (1) of this rule, the liquidator in a winding up by the court shall for the purpose of acquiring or retaining possession of the property of the company, be in the same position as if he were a receiver of the property appointed by the court, and the court may, on his application, enforce such acquisition or retention accordingly. [cf. R. 76] COMPANIES (WINDING-UP) RULES - RULE 67 Power of liquidator to require delivery of property VerDate:30/06/1997 The powers conferred on the court by section 211 of the Ordinance shall be exercised by the liquidator. Any contributory for the time being on the list of contributories, trustee, receiver, banker or agent or officer of a company which is being wound up under order of the court shall, on notice from the liquidator and within such time as he shall by notice in writing require, pay, deliver, convey, surrender or transfer to or into the hands of the liquidator any sum of money or balance, books, papers, estate or effects which happen to be in his hands for the time being and to which the company is prima facie entitled. (See Form 41) [cf. R. 77] COMPANIES (WINDING-UP) RULES - RULE 68 Liquidator to settle list of contributories VerDate:30/06/1997 LIST OF CONTRIBUTORIES IN A WINDING UP BY THE COURT Unless the court shall dispense with the settlement of a list of contributories the liquidator shall with all convenient speed after his appointment settle a list of contributories of the company, and shall appoint a time and place for that purpose. The list of contributories shall contain a statement of the address of, and the number of shares or extent of interest to be attributed to each contributory and the amount called up and the amount paid up in respect of such shares or interest, and shall distinguish the several classes of contributories. As regards representative contributories the liquidator shall, so far as practicable, observe the requirements of section 210(2) of the Ordinance. (See Form 42) [cf. R. 78] COMPANIES (WINDING-UP) RULES - RULE 69 Appointment of time and place for settlement of list VerDate:30/06/1997 The liquidator shall give notice in writing of the time and place appointed for the settlement of the list of contributories to every person whom he proposes to include in the list, and shall state in the notice to each person in what character and for what number of shares or interest he proposes to include such person in the list, and what amount has been called up and what amount paid up in respect of such shares or interest. (See Forms 43 & 44) [cf. R. 79] COMPANIES (WINDING-UP) RULES - RULE 70 Settlement of list of contributories VerDate:30/06/1997 On the day appointed for settlement of the list of contributories the liquidator shall hear any person who objects to being settled as a contributory, and after such hearing shall finally settle the list, which when so settled shall be the list of contributories of the company. (See Form 45) [cf. R. 80] COMPANIES (WINDING-UP) RULES - RULE 71 Notice to contributories VerDate:30/06/1997 The liquidator shall forthwith give notice to every person whom he has finally placed on the list of contributories stating in what character and for what number of shares or interest he has been placed on the list and what amount has been called up and what amount paid up in respect of such shares or interest, and in the notice he shall inform such person that any application for the removal of his name from the list, or for a variation of the list, must be made to the court by summons within 21 days from the date of the service on the contributory or alleged contributory of notice of the fact that his name is settled on the list of contributories. (See Forms 46 & 48) [cf. R. 81] COMPANIES (WINDING-UP) RULES - RULE 72 Application to the court to vary the list VerDate:30/06/1997 (1) Subject to the power of the court to extend the time or to allow an application to be made notwithstanding the expiration of the time limited for that purpose, no application to the court by any person who objects to the list of contributories as finally settled by the liquidator shall be entertained after the expiration of 21 days from the date of the service on such person of notice of the settlement of the list. (See Form 49) (2) The Official Receiver shall not in any case be personally liable to pay any costs of or in relation to an application to set aside or vary his act or decision settling the name of a person on the list of contributories of a company. [cf. R. 82] COMPANIES (WINDING-UP) RULES - RULE 73 Variation of or addition to list of contributories VerDate:30/06/1997 The liquidator may from time to time vary or add to the list of contributories, but any such variation or addition shall be made in the same manner in all respects as the settlement of the original list. (See Form 47) [cf. R. 83] COMPANIES (WINDING-UP) RULES - RULE 74 Calls by liquidator VerDate:30/06/1997 CALLS The powers and duties of the court in relation to making calls upon contributories conferred by section 214 of the Ordinance, shall and may be exercised, in a winding up by the court, by the liquidator as an officer of the court subject to the proviso to section 226 of the Ordinance, and to the following regulations- (a) where the liquidator desires to make any call on the contributories, or any of them for any purpose authorized by the Ordinance, if there is a committee of inspection he may summon a meeting of such committee for the purpose of obtaining their sanction to the intended call; (See Form 50) (b) the notice of the meeting shall be sent to each member of the committee of inspection in sufficient time to reach him not less than 7 days before the day appointed for holding the meeting, or such longer time as the court may appoint, and shall contain a statement of the proposed amount of the call, and the purpose for which it is intended. Notice of the intended call and the intended meeting of the committee of inspection shall also be advertised once at least in a Hong Kong daily newspaper. The advertisement shall state the time and place of the intended meeting of the committee of inspection, and that each contributory may either attend the said meeting and be heard, or make any communication in writing to the liquidator or members of the committee of inspection to be laid before the meeting, in reference to the said intended call; (See Form 51) (c) at the meeting of the committee of inspection any statements or representations made either to the meeting personally or addressed in writing to the liquidator or members of the committee by any contributory shall be considered before the intended call is sanctioned; (d) the sanction of the committee shall be given by resolution, which shall be passed by a majority of the members present; (See Form 52) (e) where there is no committee of inspection, the liquidator shall not make a call without obtaining the leave of the court. [cf. R. 84] COMPANIES (WINDING-UP) RULES - RULE 75 Application to the court for leave to make a call VerDate:30/06/1997 In a winding up by the court an application to the court for leave to make any call on the contributories of a company, or any of them, for any purpose authorized by the Ordinance, shall be made by summons stating the proposed amount of such call, which summons shall be served 4 clear days at the least before the day appointed for making the call on every contributory proposed to be included in such call or such longer time as the court may appoint; or if the court so directs, notice of such intended call may be given by advertisement, without a separate notice to each contributory. (See Forms 54 to 57) [cf. R. 85] COMPANIES (WINDING-UP) RULES - RULE 76 Document making the call VerDate:30/06/1997 When the liquidator is authorized by resolution or order to make a call on the contributories he shall file with the Registrar a document in the Form 58 with such variations as circumstances may require making the call. (See Form 58) [cf. R. 86] COMPANIES (WINDING-UP) RULES - RULE 77 Service of notice of a call VerDate:30/06/1997 When a call has been made by the liquidator in a winding up by the court, a copy of the resolution of the committee of inspection or order of the court (if any), as the case may be, shall forthwith after the call has been made be served upon each of the contributories included in such call, together with a notice from the liquidator specifying the amount or balance due from such contributory in respect of such call, but such resolution or order need not be advertised unless for any special reason the court so directs. (See Forms 52, 53, 57 & 59) [cf. R. 87] COMPANIES (WINDING-UP) RULES - RULE 78 Enforcement of call VerDate:30/06/1997 The payment of the amount due from each contributory on a call may be enforced by order of the court, to be made in chambers on summons by the liquidator. (See Forms 60, 61 & 62) [cf. R. 88] COMPANIES (WINDING-UP) RULES - RULE 79 Proof of debt VerDate:30/06/1997 PROOFS In a winding up by the court every creditor shall prove his debt, unless a judge in any particular winding up shall give directions that any creditors or class of creditors shall be admitted without proof. [cf. R. 89] COMPANIES (WINDING-UP) RULES - RULE 80 Mode of proof VerDate:30/06/1997 A debt may be proved in any winding up by delivering or sending through the post a proof of debt in the prescribed form and accompanied by the prescribed fee as the case may require- (a) in a winding up by the court, to the Official Receiver or, if a liquidator has been appointed, to the liquidator; or (b) in any other winding up, to the liquidator. (See Form 63A) (L.N. 225 of 1992) COMPANIES (WINDING-UP) RULES - RULE 81 Verification of proof VerDate:30/06/1997 A proof of debt may be made by the creditor himself or by a person authorized by or on behalf of the creditor and having knowledge of the facts. (L.N. 225 of 1992) COMPANIES (WINDING-UP) RULES - RULE 82 Contents of proof VerDate:30/06/1997 (1) The creditor or the person authorized by or on behalf of the creditor shall declare in the proof of debt- (a) the creditor's name and address; (b) the total amount of his claim as at the date of the winding up order; (c) whether or not that amount includes outstanding uncapitalised interest; (d) particulars of how and when the debt was incurred by the debtor; (e) particulars of any security held, the date when it was given and the value which the creditor puts upon it; and (f) the name and the authority of the person signing the proof (if other than the creditor himself) and means of knowledge of the facts. (2) There shall be specified in the proof any documents by reference to which the debt can be substantiated and such documents or a copy of such documents shall be submitted together with the proof. (3) The Official Receiver or the liquidator to whom the proof is sent may call for any document, which has not already been submitted, or other evidence to be produced to him, where he thinks it necessary for the purpose of substantiating the whole or any part of the claim made in the proof. (L.N. 225 of 1992) COMPANIES (WINDING-UP) RULES - RULE 83 Claim established by affidavit VerDate:30/06/1997 (1) The Official Receiver or the liquidator, as the case may be, may, if he thinks it necessary, require a claim of debt to be verified by affidavit in the prescribed form notwithstanding that a proof of debt has already been lodged. (See Form 63B) (2) The affidavit may, in a winding up by the court, be sworn before the Official Receiver, an assistant official receiver or any person authorized to administer oaths or take statutory declarations. (L.N. 225 of 1992) COMPANIES (WINDING-UP) RULES - RULE 84 Surrender of security VerDate:30/06/1997 If it is found at any time that the proof made by or on behalf of a secured creditor has omitted to state that he is a secured creditor, the secured creditor shall surrender his security to the Official Receiver or, where a liquidator has been appointed, to the liquidator, for the general benefit of the creditors unless the court on application is satisfied that the omission has arisen from inadvertence in which case the court may allow the proof to be amended upon such terms as to the repayment of any dividends or otherwise as the court may consider just. (L.N. 225 of 1992) COMPANIES (WINDING-UP) RULES - RULE 85 Costs of proof VerDate:30/06/1997 A creditor shall bear the cost of proving his debt unless the court otherwise orders. [cf. R. 95] COMPANIES (WINDING-UP) RULES - RULE 86 Discount VerDate:30/06/1997 A creditor proving his debt shall deduct therefrom (a) all trade discounts, and (b) any discount, which he may have agreed to allow for payment in cash, in excess of 5 per cent on the net amount of his claim. [cf. R. 96] COMPANIES (WINDING-UP) RULES - RULE 87 Periodical payments VerDate:30/06/1997 When any rent or other payment falls due at stated periods, and the order or resolution to wind-up is made at any time other than one of those periods, the persons entitled to the rent or payment may prove for a proportionate part thereof up to the date of the winding-up order or resolution as if the rent or payment grew due from day to day: Provided that where the liquidator remains in occupation of premises demised to a company which is being wound up, nothing herein contained shall prejudice or affect the right of the landlord of such premises to claim payment by the company, or the liquidator, of rent during the period of the company's or the liquidator's occupation. [cf. R. 97] COMPANIES (WINDING-UP) RULES - RULE 88 Interest VerDate:01/07/1997 Adaptation amendments retroactively made - see 25 of 1998 s. 2 (1) On any debt or sum certain, payable at a certain time or otherwise, whereon interest is not reserved or agreed for, and which is overdue at the appropriate date, the creditor may prove for interest at a rate not exceeding the rate specified in section 49 of the High Court Ordinance (Cap 4) to that date from the time when the debt or sum was payable, if the debt or sum is payable by virtue of a written instrument at a certain time, and if payable otherwise, then from the time when a demand in writing has been made, giving notice that interest will be claimed from the date of the demand until the time of payment. (L.N. 286 of 1997; 25 of 1998 s. 2) (2) The appropriate date referred to in paragraph (1) is- (a) in the case of a voluntary winding up, the date of the commencement of the winding up; (b) in the case of a winding up by the court- (i) where the company has by special resolution resolved that the company be wound up by the court, the date of the resolution; and (ii) in any other case, the date of the winding-up order. (L.N. 286 of 1997) [cf. R. 98] COMPANIES (WINDING-UP) RULES - RULE 89 Proof for debt payable at a future time VerDate:30/06/1997 A creditor may prove for a debt not payable at the date of the winding-up order or resolution, as if it were payable presently, and may receive dividends equally with the other creditors, deducting only thereout a rebate of interest at the rate of 8 per cent per annum computed from the declaration of a dividend to the time when the debt would have become payable according to the terms on which it was contracted. [cf. R. 99] COMPANIES (WINDING-UP) RULES - RULE 90 Workmen's wages VerDate:30/06/1997 In any case in which it appears that there are numerous claims for wages by workmen and others employed by the company, it shall be sufficient if one proof for all such claims is made either by a foreman or by some other person on behalf of all such creditors. Such proof shall have annexed thereto as forming part thereof, a schedule setting forth the names of the workmen and others, and the amounts severally due to them. Any proof made in compliance with this rule shall have the same effect as if separate proofs had been made by each of the said workmen and others. (See Form 64) [cf. R. 101] COMPANIES (WINDING-UP) RULES - RULE 91 Production of bills of exchange and promissory notes VerDate:30/06/1997 Where a creditor seeks to prove in respect of a bill of exchange, promissory note, or other negotiable instrument or security on which the company is liable, such bill of exchange, note, instrument, or security must, subject to any special order of the court made to the contrary, be produced to the Official Receiver, chairman of a meeting or liquidator, as the case may be, and be marked by him before the proof can be admitted either for voting or for any purpose. [cf. R. 102] COMPANIES (WINDING-UP) RULES - RULE 92 Transmission of proofs to liquidator VerDate:30/06/1997 Where a liquidator is appointed in a winding up by the court, all proofs of debts that have been received by the Official Receiver shall be handed over to the liquidator, but the Official Receiver shall first make a list of such proofs, and take a receipt thereon from the liquidator for such proofs. [cf. R. 103] COMPANIES (WINDING-UP) RULES - RULE 93 Notice to creditors to prove VerDate:30/06/1997 ADMISSION AND REJECTION OF PROOFS AND PREFERENTIAL CLAIMS, AND APPEAL TO THE COURT (1) Subject to the provisions of the Ordinance, and unless otherwise ordered by the court, the liquidator in any winding up may from time to time fix a certain day, which shall be not less than 14 days from the date of the notice, on or before which the creditors of the company are to prove their debts or claims, and to establish any title they may have to priority under section 265 of the Ordinance or to be excluded from the benefit of the distribution made next after that date and from the benefit of any previous distribution or as the case may be from objecting to such distribution, and the liquidator shall give notice in writing of the day so fixed by advertisement in such newspaper as he shall consider convenient, and in a winding up by the court to every person mentioned in the statement of affairs as a creditor, and who has not proved his debt, and to every person mentioned in the statement of affairs as a preferential creditor whose claim to be a preferential creditor has not been established and is not admitted, and in any other winding up to the last known address or place of abode of each person who, to the knowledge of the liquidator, claims to be a creditor or preferential creditor of the company and whose claim has not been admitted. (L.N. 376 of 1989) (2) All the rules hereinafter set out as to admission and rejection of proofs shall apply with the necessary variation to any such claim to priority as aforesaid. [cf. R. 104] COMPANIES (WINDING-UP) RULES - RULE 94 Examination of proof VerDate:30/06/1997 The liquidator shall examine every proof of debt lodged with him, and the grounds of the debt, and in writing admit or reject it, in whole or in part, or require further evidence in support of it. If he rejects a proof he shall state in writing to the creditor the grounds of the rejection. (See Form 65) [cf. R. 105] COMPANIES (WINDING-UP) RULES - RULE 95 Appeal by creditor VerDate:30/06/1997 If a creditor or contributory is dissatisfied with the decision of the liquidator in respect of a proof, the court may, on the application of the creditor or contributory, reverse or vary the decision; but, subject to the power of the court to extend the time, no application to reverse or vary the decision of the liquidator in a winding up by the court rejecting a proof sent to him by a creditor, or person claiming to be a creditor, shall be entertained, unless notice of the application is given before the expiration of 21 days from the date of the service of the notice of rejection. [cf. R. 106] COMPANIES (WINDING-UP) RULES - RULE 96 Expunging at instance of liquidator VerDate:30/06/1997 If the liquidator thinks that a proof has been improperly admitted, the court may, on the application of the liquidator, after notice to the creditor who made the proof, expunge the proof or reduce its amount. [cf. R. 107] COMPANIES (WINDING-UP) RULES - RULE 97 Expunging at instance of creditor VerDate:30/06/1997 The court may also expunge or reduce a proof upon the application of a creditor or contributory if the liquidator declines to interfere in the matter. [cf. R. 108] COMPANIES (WINDING-UP) RULES - RULE 98 Oaths VerDate:30/06/1997 For the purpose of any of his duties in relation to proofs, the liquidator, in a winding up by the court, may administer oaths and take affidavits. [cf. R. 109] COMPANIES (WINDING-UP) RULES - RULE 99 Provisional liquidator's powers VerDate:01/07/2000 In a winding up by the court the provisional liquidator, before the appointment of a liquidator, shall have all the powers of a liquidator with respect to the examination, admission, and rejection of proofs, and any act or decision of his in relation thereto shall be subject to the like appeal. (46 of 2000 s. 40) [cf. R. 110] COMPANIES (WINDING-UP) RULES - RULE 100 Filing proofs by Official Receiver VerDate:30/06/1997 In a winding up by the court the Official Receiver, where no other liquidator is appointed, shall, before payment of a dividend, file all proofs tendered in the winding-up, with a list thereof, distinguishing in such list the proofs which were wholly or partly admitted, and the proofs which were wholly or partly rejected. [cf. R. 111] COMPANIES (WINDING-UP) RULES - RULE 101 Proofs to be filed VerDate:30/06/1997 Every liquidator in a winding up by the court other than the Official Receiver shall on the first day of every month, forward to the Registrar for filing a certified list of all proofs, if any, received by him during the month next preceding, distinguishing in such lists the proofs admitted, those rejected, and such as stand over for further consideration; and, in the case of proofs admitted or rejected, he shall cause the proofs to be filed with the Registrar. (See Form 66) [cf. R. 112] COMPANIES (WINDING-UP) RULES - RULE 102 Procedure where creditor appeals VerDate:30/06/1997 The liquidator in a winding up by the court, including the Official Receiver when he is liquidator, shall, within 3 days after receiving notice from a creditor of his intention to appeal against a decision rejecting a proof, file such proof with the Registrar, with a memorandum thereon of his disallowance thereof. [cf. R. 113] COMPANIES (WINDING-UP) RULES - RULE 103 Time for dealing with proofs by Official Receiver VerDate:30/06/1997 Subject to the power of the court to extend the time in a winding up by the court, the Official Receiver as liquidator, not later than 14 days from the latest date specified in the notice of his intention to declare a dividend as the time within which such proofs must be lodged, shall in writing either admit or reject wholly, or in part, every proof lodged with him, or require further evidence in support of it. [cf. R. 114] COMPANIES (WINDING-UP) RULES - RULE 104 Time for dealing with proofs by liquidator VerDate:30/06/1997 Subject to the power of the court to extend the time, the liquidator in a winding up by the court, other than the Official Receiver, within 28 days after receiving a proof, which has not previously been dealt with, shall in writing either admit or reject it wholly or in part, or require further evidence in support of it: Provided that where the liquidator has given notice of his intention to declare a dividend, he shall within 14 days after the date mentioned in the notice as the latest date up to which proofs must be lodged, examine, and in writing admit or reject, or require further evidence in support of, every proof which has not been already dealt with, and shall give notice of his decision, rejecting a proof wholly or in part, to the creditors affected thereby. Where a creditor's proof has been admitted the notice of dividend shall be a sufficient notification of the admission. [cf. R. 115] COMPANIES (WINDING-UP) RULES - RULE 105 Cost of appeals from decisions as to proofs VerDate:30/06/1997 The Official Receiver shall in no case be personally liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part. [cf. R. 116] COMPANIES (WINDING-UP) RULES - RULE 106 First meetings of creditors and contributories VerDate:01/07/2000 GENERAL MEETINGS OF CREDITORS AND CONTRIBUTORIES IN RELATION TO A WINDING UP BY THE COURT Unless the court otherwise directs, the meetings of creditors and contributories under section 194 of the Ordinance (hereinafter referred to as the first meetings of creditors and contributories) shall be held within 3 months after the date of the winding-up order. The dates of such meetings shall be fixed and they shall be summoned by the provisional liquidator. (L.N. 139 of 1985) (46 of 2000 s. 40) [cf. R. 119] COMPANIES (WINDING-UP) RULES - RULE 107 Notice of first meetings VerDate:01/07/2000 The provisional liquidator shall forthwith give notice of the dates fixed by him for the first meetings of creditors and contributories by advertisement in the Gazette. (See Form 103(2)) (46 of 2000 s. 40) [cf. R. 120] COMPANIES (WINDING-UP) RULES - RULE 108 Summoning of first meetings VerDate:30/06/1997 The first meetings of creditors and contributories shall be summoned as hereinafter provided. [cf. R. 121] COMPANIES (WINDING-UP) RULES - RULE 109 Form of notices of first meetings VerDate:30/06/1997 The notices of first meetings of creditors and contributories may be in Forms 18 and 19 appended hereto, and the notices to creditors shall state a time within which the creditors must lodge their proofs in order to entitle them to vote at the first meeting. (See Forms 18 & 19) [cf. R. 122] COMPANIES (WINDING-UP) RULES - RULE 110 Notice of first meetings to officers of company VerDate:01/07/2000 The provisional liquidator shall also give to each of the directors and other officers of the company who in his opinion ought to attend the first meetings of creditors and contributories 7 days' notice of the time and place appointed for each meeting. The notice may either be delivered personally or sent by prepaid post letter, as may be convenient. It shall be the duty of every director or officer who receives notice of such meeting to attend, if so required by the provisional liquidator, and if any such director or officer fails to attend the provisional liquidator shall report such failure to the court. (See Form 20) (46 of 2000 s. 40) [cf. R. 123] COMPANIES (WINDING-UP) RULES - RULE 111 Summary of statement of affairs VerDate:01/07/2000 (1) The provisional liquidator or liquidator shall also, as soon as practicable, send to each creditor mentioned in the company's statement of affairs, and to each person appearing from the company's books or otherwise to be a contributory of the company a summary of the company's statement of affairs, including the causes of its failure, and any observations thereon which the provisional liquidator or liquidator may think fit to make. The proceedings at a meeting shall not be invalidated by reason of any summary or notice required by these rules not having been sent or received before the meeting. (46 of 2000 s. 40) (2) Where prior to the winding-up order the company has commenced to be wound up voluntarily the Official Receiver may, if in his absolute discretion he sees fit so to do, send to the persons aforesaid or any of them an account of such voluntary winding up showing how such winding up has been conducted and how the property of the company has been disposed of and any observations which the Official Receiver may think fit to make on such account or on the voluntary winding up. [cf. R. 124] COMPANIES (WINDING-UP) RULES - RULE 112 Liquidator's meetings of creditors and contributories VerDate:30/06/1997 GENERAL MEETINGS OF CREDITORS AND CONTRIBUTORIES IN RELATION TO A WINDING UP BY THE COURT AND OF CREDITORS IN RELATION TO A CREDITORS VOLUNTARY WINDING UP, INCLUDING A WINDING UP UNDER SECTION 228A (L.N. 201 of 1984) (1) In addition to the first meetings of creditors and contributories and in addition also to meetings of creditors and contributories directed to be held by the court under section 287 of the Ordinance (hereinafter referred to as court meetings of creditors and contributories), the liquidator in any winding up by the court may himself from time to time subject to the provisions of the Ordinance and the control of the court summon, hold and conduct meetings of the creditors or contributories (hereinafter referred to as liquidator's meetings of creditors and contributories) for the purpose of ascertaining their wishes in all matters relating to the winding up. (2) In any creditors voluntary winding up the liquidator may himself from time to time summon, hold and conduct meetings of creditors for the purpose of ascertaining their wishes in all matters relating to the winding up (such meetings and all meetings of creditors which a liquidator or a company is by the Ordinance required to convene in or immediately before such a voluntary winding up and all meetings convened by a creditor in a voluntary winding up under these rules are hereinafter called voluntary liquidation meetings). [cf. R. 125] COMPANIES (WINDING-UP) RULES - RULE 113 Application of rules as to meetings VerDate:30/06/1997 Except where and so far as the nature of the subject-matter or the context may otherwise require the rules as to meetings hereinafter set out shall apply to first meetings, court meetings, liquidator's meetings of creditors and contributories, and voluntary liquidation meetings, but so nevertheless that the said rules shall take effect as to first meetings subject and without prejudice to any express provisions of the Ordinance and as to court meetings subject and without prejudice to any express directions of the court. [cf. R. 126] COMPANIES (WINDING-UP) RULES - RULE 114 Summoning of meetings VerDate:30/06/1997 (1) The Official Receiver or liquidator shall summon all meetings of creditors and contributories by giving not less than 7 days' notice of the time and place thereof in the Gazette and in one or more local papers; and shall not less than 7 days before the day appointed for the meeting send by post to every person appearing by the company's books to be a creditor of the company notice of the meeting of creditors, and to every person appearing by the company's books or otherwise to be a contributory of the company notice of the meeting of contributories. (See Form 75) (2) The notice to each creditor shall be sent to the address given in his proof, or if he has not proved to the address given in the statement of affairs of the company, if any, or to such other address as may be known to the person summoning the meeting. The notice to each contributory shall be sent to the address mentioned in the company's books as the address of such contributory, or to such other address as may be known to the person summoning the meeting. (3) In the case of meetings under section 245 of the Ordinance the continuing liquidator or if there is no continuing liquidator any creditor may summon the meeting. (4) This rule shall not apply to meetings under section 241 or 248 of the Ordinance. [cf. R. 127] COMPANIES (WINDING-UP) RULES - RULE 115 Proof of notice VerDate:30/06/1997 A certificate by the Official Receiver or other officer of the court, or by the clerk of any such person, or an affidavit by the liquidator, or creditor, or his solicitor, or the clerk of either of such persons, or as the case may be by some officer of the company or its solicitor or the clerk of such company or solicitor that the notice of any meeting has been duly posted, shall be sufficient evidence of such notice having been duly sent to the person to whom the same was addressed. (See Forms 76 & 77) [cf. R. 128] COMPANIES (WINDING-UP) RULES - RULE 116 Place of meetings VerDate:30/06/1997 Every meeting shall be held at such place as is in the opinion of the person convening the same most convenient for the majority of the creditors or contributories, or both. Different times or places or both may if thought expedient be named for the meetings of creditors and for the meetings of contributories. [cf. R. 129] COMPANIES (WINDING-UP) RULES - RULE 117 Costs of calling meeting VerDate:30/06/1997 The costs of summoning a meeting of creditors or contributories at the instance of any person other than the Official Receiver or liquidator shall be paid by the person at whose instance it is summoned who shall before the meeting is summoned deposit with the Official Receiver or liquidator (as the case may be) such sum as may be required by the Official Receiver or liquidator as security for the payment of such costs. The costs of summoning such meeting of creditors or contributories, which shall be deemed to include all disbursements for stationery, printing and postage within Hong Kong shall be $1560. Any charge for hiring a room outside the Official Receiver's Office by reason of the large number of creditors or contributories shall be additional to the said sum. (L.N. 170 of 1997) The said costs, including the costs of summoning a meeting under section 166 and of complying with the requirements of section 166A in respect of such meeting, shall be repaid out of the assets of the company if the court shall by order or if the creditors or contributories (as the case may be) shall by resolution so direct. This rule shall not apply to meetings under sections 241 and 245 of the Ordinance. (L.N. 201 of 1984) (L.N. 95 of 1996) [cf. R. 130] COMPANIES (WINDING-UP) RULES - RULE 118 Chairman of meeting VerDate:30/06/1997 Where a meeting is summoned by the Official Receiver or the liquidator, he or someone nominated by him shall be chairman of the meeting. At every other meeting of creditors or contributories the chairman shall be such person as the meeting by resolution shall appoint. This rule shall not apply to meetings under section 241 of the Ordinance. (See Form 79) [cf. R. 131] COMPANIES (WINDING-UP) RULES - RULE 119 Ordinary resolution of creditors and contributories VerDate:30/06/1997 At a meeting of creditors a resolution shall be deemed to be passed when a majority in value of the creditors present personally or by proxy and voting on the resolution have voted in favour of the resolution, and at a meeting of the contributories a resolution shall be deemed to be passed when a majority in value of the contributories present personally or by proxy, and voting on the resolution, have voted in favour of the resolution, the value of the contributories being determined according to the number of votes conferred on each contributory by the regulations of the company. (L.N. 245 of 1977) [cf. R. 132] COMPANIES (WINDING-UP) RULES - RULE 120 Copy of resolution to be filed VerDate:30/06/1997 The Official Receiver or as the case may be the liquidator shall file with the Registrar a copy certified by him of every resolution of a meeting of creditors or contributories in a winding up by the court. [cf. R. 133] COMPANIES (WINDING-UP) RULES - RULE 121 Non-reception of notice by a creditor VerDate:30/06/1997 Where a meeting of creditors or contributories is summoned by notice the proceedings and resolutions at the meeting shall unless the court otherwise orders be valid notwithstanding that some creditors or contributories may not have received the notice sent to them. [cf. R. 134] COMPANIES (WINDING-UP) RULES - RULE 122 Adjournment VerDate:30/06/1997 The chairman may with the consent of the meeting adjourn it from time to time and from place to place, but the adjourned meeting shall be held at the same place as the original place of meeting unless in the resolution for adjournment another place is specified or unless the court otherwise orders. (See Form 78) [cf. R. 135] COMPANIES (WINDING-UP) RULES - RULE 123 Quorum VerDate:30/06/1997 (1) A meeting may not act for any purpose except the election of a chairman, the proving of debts and the adjournment of the meeting unless there are present or represented thereat at least 3 creditors entitled to vote or three contributories or all the creditors entitled to vote or all the contributories, if the number of the creditors entitled to vote or the contributories as the case may be shall not exceed 3. (2) If within half an hour from the time appointed for the meeting a quorum of creditors or contributories is not present or represented the meeting shall be adjourned to the same day in the following week at the same time and place or to such other day as the chairman may appoint not being less than 7 or more than 21 days, from the day from which the meeting was adjourned. (See Form 21) [cf. R. 136] COMPANIES (WINDING-UP) RULES - RULE 124 Creditors entitled to vote VerDate:01/07/2000 (1) In the case of a first meeting of creditors or of an adjournment thereof a person shall not be entitled to vote as a creditor unless he has duly lodged with the liquidator not later than the time mentioned for that purpose in the notice convening the meeting or adjourned meeting a proof of the debt which he claims to be due to him from the company. In the case of a court meeting or liquidator's meeting of creditors a person shall not be entitled to vote as a creditor unless he has lodged with the liquidator a proof of the debt which he claims to be due to him from the company and such proof has been admitted wholly or in part before the date on which the meeting is held: (46 of 2000 s. 40) Provided that this and rules 125 to 128 shall not apply to a court meeting of creditors held prior to the first meeting of creditors. <* Note - Exp. X-Ref.: Rules 125, 126, 127, 128 *> (2) This rule shall not apply to any creditors or class of creditors who by virtue of any direction given under these rules are not required to prove their debts or to any voluntary liquidation meeting. [cf. R. 137] COMPANIES (WINDING-UP) RULES - RULE 125 Cases in which creditors may not vote VerDate:30/06/1997 A creditor shall not vote in respect of any unliquidated or contingent debt, or any debt the value of which is not ascertained, nor shall a creditor vote in respect of any debt on or secured by a current bill of exchange or promissory note held by him unless he is willing to treat the liability to him thereon of every person who is liable thereon antecedently to the company, and against whom a Receiving Order in bankruptcy has not been made, as a security in his hands, and to estimate the value thereof, and for the purposes of voting, but not for the purposes of dividend, to deduct it from his proof. [cf. R. 138] COMPANIES (WINDING-UP) RULES - RULE 126 Votes of secured creditors VerDate:30/06/1997 For the purpose of voting, a secured creditor shall, unless he surrenders his security, state in his proof or in a voluntary liquidation in such a statement as is hereinafter mentioned the particulars of his security, the date when it was given, and the value at which he assesses it, and shall be entitled to vote only in respect of the balance (if any) due to him after deducting the value of his security. If he votes in respect of his whole debt he shall be deemed to have surrendered his security, unless the court on application is satisfied that the omission to value the security has arisen from inadvertence. [cf. R. 139] COMPANIES (WINDING-UP) RULES - RULE 127 Creditor required to give up security VerDate:30/06/1997 The Official Receiver or liquidator may within 28 days after a proof or in a voluntary liquidation a statement estimating the value of a security as aforesaid has been used in voting at a meeting require the creditor to give up the security for the benefit of the creditors generally on payment of the value so estimated with an addition thereto of 20 per cent: Provided that where a creditor has valued his security he may at any time before being required to give it up correct the valuation by a new proof and deduct the new value from his debt, but in that case the said addition of 20 per cent shall not be made if the security is required to be given up. [cf. R. 140] COMPANIES (WINDING-UP) RULES - RULE 128 Admission and rejection of proofs for purpose of voting VerDate:30/06/1997 The chairman shall have power to admit or reject a proof for the purpose of voting, but his decision shall be subject to appeal to the court. If he is in doubt whether a proof should be admitted or rejected he shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained. [cf. R. 141] COMPANIES (WINDING-UP) RULES - RULE 129 Statement of security VerDate:30/06/1997 For the purpose of voting at any voluntary liquidation meetings a secured creditor shall unless he surrender his security lodge with the liquidator or where there is no liquidator at the registered office of the company before the meeting a statement giving the particulars of his security, the date when it was given and the value at which he assesses it. [cf. R. 142] COMPANIES (WINDING-UP) RULES - RULE 130 Minutes of meeting VerDate:30/06/1997 (1) The chairman shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in a book kept for that purpose or in the file of proceedings and the minutes shall be signed by him or by the chairman of the next ensuing meeting. (2) A list of creditors and contributories present at every meeting shall be made and kept as in Form 22. (See Form 22) [cf. R. 143] COMPANIES (WINDING-UP) RULES - RULE 131 Proxies VerDate:30/06/1997 PROXIES IN RELATION TO A WINDING UP BY THE COURT, AND TO MEETINGS OF CREDITORS IN A CREDITORS VOLUNTARY WINDING UP, INCLUDING A WINDING UP UNDER SECTION 228A (L.N. 201 of 1984) A creditor or a contributory may vote either in person or by proxy. Where a person is authorized in manner provided by section 115 of the Ordinance to represent a corporation at any meeting of creditors or contributories such person shall produce to the Official Receiver or liquidator or other the chairman of the meeting a copy of the resolution so authorizing him. Such copy must either be under the seal of the corporation or must be certified to be a true copy by the secretary or a director of the corporation. The succeeding rules as to proxies shall not (unless otherwise directed by the court) apply to a court meeting of creditors or contributories prior to the first meeting. [cf. R. 144] COMPANIES (WINDING-UP) RULES - RULE 132 Form of proxies VerDate:30/06/1997 Every instrument of proxy shall be in accordance with the form in the Appendix and shall be signed by- (a) the person giving the proxy; (b) any manager or clerk or any other person in the regular employment of the person referred to in paragraph (a); or (c) a solicitor employed by the person referred to in paragraph (a) in connection with the matter. (L.N. 286 of 1997) COMPANIES (WINDING-UP) RULES - RULE 133 Forms of proxy to be sent with notices VerDate:30/06/1997 General and special forms of proxy shall be sent to the creditors and contributories with the notice summoning the meeting, and neither the name nor description of the Official Receiver or liquidator or any other person shall be printed or inserted in the body of any instrument of proxy before it is so sent. [cf. R. 146] COMPANIES (WINDING-UP) RULES - RULE 134 General proxies VerDate:30/06/1997 A creditor or a contributory may give a general proxy to any person. [cf. R. 147] COMPANIES (WINDING-UP) RULES - RULE 135 Special proxies VerDate:30/06/1997 A creditor or a contributory may give a special proxy to any person to vote at any specified meeting or adjournment thereof- (a) for or against the appointment or continuance in office of any specified person as liquidator or member of the committee of inspection; and (b) on all questions relating to any matter other than those above referred to and arising at the meeting or an adjournment thereof. [cf. R. 148] COMPANIES (WINDING-UP) RULES - RULE 136 Solicitation by liquidator to obtain proxies VerDate:30/06/1997 Where it appears to the satisfaction of the court that any solicitation has been used by or on behalf of a liquidator in obtaining proxies or in procuring his appointment as liquidator except by the direction of a meeting of creditors or contributories, the court if it thinks fit may order that no remuneration be allowed to the person by whom or on whose behalf the solicitation was exercised notwithstanding any resolution of the committee of inspection or of the creditors or contributories to the contrary. [cf. R. 149] COMPANIES (WINDING-UP) RULES - RULE 137 Proxies to Official Receiver or liquidator VerDate:30/06/1997 A creditor or a contributory in a winding up by the court may appoint the Official Receiver or liquidator and in a voluntary winding up the liquidator or if there be no liquidator the chairman of a meeting to act as his general or special proxy. [cf. R. 150] COMPANIES (WINDING-UP) RULES - RULE 138 Holder of proxy not to vote on matter in which he is financially interested VerDate:30/06/1997 No person acting either under a general or a special proxy shall vote in favour of any resolution which would directly or indirectly place himself, his partner or employer in a position to receive any remuneration out of the assets of the company otherwise than as creditor rateably with the other creditors of the company: Provided that where any person holds special proxies to vote for an application to the court in favour of the appointment of himself as liquidator he may use the said proxies and vote accordingly. [cf. R. 151] COMPANIES (WINDING-UP) RULES - RULE 139 Lodgment of proxies VerDate:01/07/2000 (1) A proxy intended to be used at the first meeting of creditors or contributories, or an adjournment thereof, shall be lodged with the liquidator not later than the time mentioned for that purpose in the notice convening the meeting or the adjourned meeting, which time shall be not earlier than 12 o'clock at noon of the day but one before, nor later than 12 o'clock at noon of the day before the day appointed for such meeting, unless the court otherwise directs. (46 of 2000 s. 40) (2) In every other case a proxy shall be lodged with the liquidator in a winding up by the court, with the company at its registered office for a meeting under section 241 of the Ordinance and with the liquidator or if there is no liquidator with the person named in the notice convening the meeting to receive the same in a voluntary winding up not later than 4 o'clock in the afternoon of the day before the meeting or adjourned meeting at which it is to be used. (46 of 2000 s. 40) (2A) A proxy required to be lodged in accordance with paragraph (1) or (2) shall be deemed to have been so lodged if such proxy is sent by facsimile transmission to and received by the person specified in paragraph (1) or (2), as the case may be, within the time provided. (L.N. 286 of 1997) (3) No person shall be appointed a general or special proxy who is a minor. [cf. R. 152] COMPANIES (WINDING-UP) RULES - RULE 140 Use of proxies by deputy VerDate:30/06/1997 Where the Official Receiver holds any proxies and cannot attend the meeting for which they are given, he may, in writing, depute some person under his official control to use the proxies on his behalf, and in such manner as he may direct. [cf. R. 153] COMPANIES (WINDING-UP) RULES - RULE 141 Filling in where creditor blind or incapable VerDate:30/06/1997 The proxy of a creditor blind or incapable of writing may be accepted, if such creditor has attached his signature or mark thereto in the presence of a witness, who shall add to his signature his description and residence: Provided that all insertions in the proxy are in the handwriting of the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request of the creditor and in his presence before he attached his signature or mark. [cf. R. 154] COMPANIES (WINDING-UP) RULES - RULE 142 Dividends to creditors VerDate:30/06/1997 DIVIDENDS IN A WINDING UP BY THE COURT (1) Not more than 4 months before declaring a dividend the liquidator in a winding up by the court shall, by publication in the Gazette, give notice of his intention to do so, and shall at the same time give notice to such of the creditors mentioned in the statement of affairs as have not proved their debts. Such notice shall specify the latest date up to which proofs must be lodged, which shall not be less than 14 days from the date of such notice. (See Forms 67, 70 & 103(4)) (L.N. 286 of 1997) (2) Where any creditor, after the date mentioned in the notice of intention to declare a dividend as the latest date up to which proofs may be lodged, appeals against the decision of the liquidator rejecting a proof, notice of appeal shall, subject to the power of the court to extend the time in special cases, be given within 7 days from the date of the notice of the decision against which the appeal is made, and the liquidator may in such case make provision for the dividend upon such proof, and the probable costs of such appeal in the event of the proof being admitted. Where no notice of appeal has been given within the time specified in this rule, the liquidator shall exclude all proofs which have been rejected from participation in the dividend. (3) Immediately after the expiration of the time fixed by this rule for appealing against the decision of the liquidator he shall proceed to declare a dividend, and shall, by publication in the Gazette, give notice of such dividend, and shall also send a notice of dividend to each creditor whose proof has been admitted. (See Forms 71 & 103(5)) (L.N. 286 of 1997) (4) If it becomes necessary, in the opinion of the liquidator and the committee of inspection, to postpone the declaration of the dividend beyond the limit of 4 months, the liquidator shall, by publication in the Gazette, give a fresh notice of his intention to declare a dividend; but it shall not be necessary for the liquidator to give a fresh notice to such of the creditors mentioned in the statement of affairs as have not proved their debts. In all other respects the same procedure shall follow the fresh notice as would have followed the original notice. (L.N. 286 of 1997) (5) Upon the declaration of a dividend the liquidator shall forthwith transmit to the Official Receiver a list of the proofs filed with the Registrar under rule 101, which list shall be in the Form 68 or 69, as the case may be, and the liquidator shall, if so required by the Official Receiver, transmit to him, office copies of all lists of proofs filed by him up to the date of the declaration of the dividend. (See Forms 68 & 69) (6) Dividends may at the request and risk of the person to whom they are payable be transmitted to him by post. (7) If a person to whom dividends are payable desires that they shall be paid to some other person he may lodge with the liquidator a document in the Form 72 which shall be a sufficient authority for payment of the dividend to the person therein named. (See Form 72) (8) The Official Receiver when he is liquidator shall cause to be gazetted notice of his intention to declare a dividend and notice of his declaration thereof, and shall also at the same time give to creditors notice of such intention or of such declaration in like manner as notice thereof is required to be given by a liquidator other than the Official Receiver. [cf. R. 117] COMPANIES (WINDING-UP) RULES - RULE 143 Return of capital to contributories VerDate:30/06/1997 Every order by which the liquidator in a winding up by the court is authorized to make a return to contributories of the company shall, unless the court shall otherwise direct, contain or have appended thereto a schedule or list (which the liquidator shall prepare) setting out in a tabular form the full names and addresses of the persons to whom the return is to be paid, and the amount of money payable to each person, and particulars of the transfers of shares (if any) which have been made or the variations in the list of contributories which have arisen since the date of the settlement of the list of contributories and such other information as may be requisite to enable the return to be made. The schedule or list shall be in the Form 74 with such variations as circumstances shall require, and the liquidator shall send a notice of return to each contributory. (See Forms 73, 74 & 103(6)) [cf. R. 118] COMPANIES (WINDING-UP) RULES - RULE 144 Attendance at proceedings VerDate:30/06/1997 ATTENDANCE AND APPEARANCE OF PARTIES (1) Every person for the time being on the list of contributories of the company, and every person whose proof has been admitted shall be at liberty, at his own expense, to attend proceedings, and shall be entitled, upon payment of the costs occasioned thereby, to have notice of all such proceedings as he shall by written request desire to have notice of: Provided that if the court shall be of opinion that the attendance of any such person upon any proceedings has occasioned any additional costs which ought not to be borne by the funds of the company, it may direct such costs, or a gross sum in lieu thereof, to be paid by such person; and such person shall not be entitled to attend any further proceedings until he has paid the same. (2) The court may from time to time appoint any one or more of the creditors or contributories to represent before the court, at the expense of the company, all or any class of the creditors or contributories, upon any question or in relation to any proceedings before the court, and may remove the person so appointed. If more than one person is appointed under this rule to represent one class, the persons appointed shall employ the same solicitor to represent them. (3) No creditor or contributory shall be entitled to attend any proceedings in chambers unless and until he has entered in a book, to be kept by the Registrar for that purpose, his name and address, and the name and address of his solicitor (if any) and upon any change of his address or of his solicitor, his new address, and the name and address of his new solicitor. [cf. R. 155] COMPANIES (WINDING-UP) RULES - RULE 145 Attendance of liquidator's solicitor VerDate:30/06/1997 Where the attendance of the liquidator's solicitor is required on any proceeding in court or chambers, the liquidator need not attend in person, except in cases where his presence is necessary in addition to that of his solicitor, or the court directs him to attend. [cf. R. 156] COMPANIES (WINDING-UP) RULES - RULE 146 Remuneration of liquidator VerDate:01/07/2000 LIQUIDATOR AND COMMITTEE OF INSPECTION (1) Where the remuneration of a liquidator is determined by the committee of inspection, it may be in the nature of a commission or percentage of which one part shall be payable on the amount realized, after deducting the sums (if any) paid to secured creditors (other than debenture holders) out of the proceeds of their securities, and the other part on the amount distributed in dividend. (2) If there is no committee of inspection, the remuneration of the liquidator shall, unless otherwise provided for under the Ordinance or ordered by the court, be fixed by the scale of fees and percentages for the time being payable on realizations and distributions by the Official Receiver as liquidator. (46 of 2000 s. 40) (3) This rule shall only apply to a liquidator appointed in a winding up by the court. (25 of 1985 s. 7) [cf. R. 157] COMPANIES (WINDING-UP) RULES - RULE 147 Limit of remuneration VerDate:30/06/1997 Except as provided by the Ordinance or the rules, a liquidator shall not under any circumstances whatever, make any arrangement for, or accept from any solicitor, auctioneer, or any other person connected with the company of which he is liquidator, or who is employed in or in connexion with the winding up of the company, any gift, remuneration, or pecuniary or other consideration or benefit whatever beyond the remuneration to which under the Ordinance and the rules he is entitled as liquidator, nor shall he make any arrangement for giving up, or give up any part of such remuneration to any such solicitor, auctioneer, or other person. [cf. R. 158] COMPANIES (WINDING-UP) RULES - RULE 148 Dealings with assets VerDate:30/06/1997 Neither the liquidator nor any member of the committee of inspection of a company shall, while acting as liquidator or member of such committee, except by leave of the court, either directly or indirectly, by himself or any employer, partner, clerk, agent, or servant, become purchaser of any part of the company's assets. Any such purchase made contrary to the provisions of this rule may be set aside by the court on the application of the Official Receiver in a winding up by the court of any creditor or contributory in any winding up and the court may make such order as to costs as the court shall think fit. [cf. R. 159] COMPANIES (WINDING-UP) RULES - RULE 149 Restriction on purchase of goods by liquidator VerDate:30/06/1997 Where the liquidator carries on the business of the company, he shall not, without the express sanction of the court, purchase goods for the carrying on of such business from any person whose connexion with the liquidator is of such a nature as would result in the liquidator obtaining any portion of the profit (if any) arising out of the transaction. [cf. R. 160] COMPANIES (WINDING-UP) RULES - RULE 150 Committee of inspection not to make profit VerDate:30/06/1997 No member of a committee of inspection shall, except under and with the sanction of the court, directly or indirectly, by himself or any employer, partner, clerk, agent, or servant, be entitled to derive any profit from any transaction arising out of the winding up, or to receive out of the assets any payment for services rendered by him in connexion with the administration of the assets, or for any goods supplied by him to the liquidator for or on account of the company. In a winding up by the court, if it appears to the Official Receiver or in a voluntary winding up if it appears to the committee of inspection or to any meeting of creditors or contributories that any profit or payment has been made contrary to the provisions of this rule, they may disallow such payment or recover such profit, as the case may be, on the audit of the liquidator's accounts, or otherwise. [cf. R. 161] COMPANIES (WINDING-UP) RULES - RULE 151 Costs of obtaining sanction of court VerDate:30/06/1997 In any case in which the sanction of the court is obtained under rule 149 or 150, the cost of obtaining such sanction shall be borne by the person in whose interest such sanction is obtained, and shall not be payable out of the company's assets. [cf. R. 162] COMPANIES (WINDING-UP) RULES - RULE 152 Sanction of payments to committee VerDate:30/06/1997 Where the sanction of the court to a payment to a member of a committee of inspection for services rendered by him in connexion with the administration of the company's assets is obtained, the order of the court shall specify the nature of the services, and such sanction shall only be given where the service performed is of a special nature. Except by the express sanction of the court no remuneration shall, under any circumstances, be paid to a member of a committee for services rendered by him in the discharge of the duties attaching to his office as a member of such committee. [cf. R. 163] COMPANIES (WINDING-UP) RULES - RULE 153 Discharge of costs before assets handed to liquidator VerDate:01/07/2000 (1) Where a liquidator is appointed by the court or under the Ordinance, and has notified his appointment to the registrar of companies, and given security to the satisfaction of the Official Receiver, the provisional liquidator shall forthwith put the liquidator into possession of all property of the company of which the provisional liquidator may have custody: Provided that such liquidator shall have, before the assets are handed over to him by the provisional liquidator, discharged any balance due to the Official Receiver and provisional liquidator on account of fees, costs, and charges properly incurred by him, and on account of any advances properly made by him in respect of the company, together with interest on such advances at the rate of 8 per cent per annum; and the liquidator shall pay all fees, costs, and charges of the Official Receiver and provisional liquidator which may not have been discharged by the liquidator before being put into possession of the property of the company, and whether incurred before or after he has been put into such possession. (L.N. 587 of 1995) (2) The Official Receiver and provisional liquidator shall be deemed to have a lien upon the company's assets until such balance shall have been paid and the other liabilities shall have been discharged. (3) It shall be the duty of the Official Receiver and provisional liquidator, if so requested by the liquidator, to communicate to the liquidator all such information respecting the estate and affairs of the company as may be necessary or conducive to the due discharge of the duties of the liquidator. (4) This rule and rule 154 shall apply only in a winding up by the court. (46 of 2000 s. 40) [cf. R. 164] COMPANIES (WINDING-UP) RULES - RULE 154 Resignation of liquidator VerDate:30/06/1997 A liquidator who desires to resign his office shall summon separate meetings of the creditors and contributories of the company to decide whether or not the resignation shall be accepted. If the creditors and contributories by ordinary resolutions both agree to accept the resignation of the liquidator, he shall file with the Registrar a memorandum of his resignation, and shall send notice thereof to the Official Receiver, and the resignation shall thereupon take effect. In any other case the liquidator shall report to the court the result of the meetings and shall send a report to the Official Receiver and thereupon the court may, upon the application of the liquidator or the Official Receiver, determine whether or not the resignation of the liquidator shall be accepted, and may give such directions and make such orders as in the opinion of the court shall be necessary. [cf. R. 165] COMPANIES (WINDING-UP) RULES - RULE 155 Office of liquidator vacated by his insolvency VerDate:30/06/1997 If a Receiving Order in bankruptcy is made against the liquidator, he shall thereby vacate his office, and for the purposes of the application of the Ordinance and rules shall be deemed to have been removed. [cf. R. 166] COMPANIES (WINDING-UP) RULES - RULE 156 Payments out of bank VerDate:30/06/1997 PAYMENTS INTO AND OUT OF A BANK All payments out of the companies liquidation account shall be made in such manner as the Director of Accounting Services may from time to time direct. (L.N. 16 of 1977) [cf. R. 167] COMPANIES (WINDING-UP) RULES - RULE 157 Special bank account VerDate:11/11/1999 (1) Where the liquidator in a winding up by the court is authorized to have a special bank account, he shall forthwith pay all moneys received by him into that account to the credit of the liquidator of the company. All payments out shall be made by cheque payable to order, and every cheque shall have marked or written on the face of it the name of the company, and shall be signed by the liquidator, and shall be countersigned by such other person, if any, as the committee of inspection may appoint. (30 of 1999 s. 44) (2) Where application is made to the Official Receiver to authorize the liquidator in a winding up by the court to make his payments into and out of a special bank account, the Official Receiver may grant such authorization for such time and on such terms as he may think fit, and may at any time order the account to be closed if he is of opinion that the account is no longer required for the purposes mentioned in the application. [cf. R. 168] COMPANIES (WINDING-UP) RULES - RULE 158 Record of proceedings VerDate:01/07/2000 BOOKS In a winding up by the court the provisional liquidator, until a liquidator is appointed under the Ordinance or by the court, and thereafter the liquidator, shall keep a record in which he shall record all minutes, all proceedings had and resolutions passed at any meeting of creditors or contributories, or of the committee of inspection, and all such matters as may be necessary to give a correct view of his administration of the company's affairs, but he shall not be bound to insert in the record any document of a confidential nature (such as the opinion of counsel on any matter affecting the interest of the creditors or contributories), nor need he exhibit such document to any person other than a member of the committee of inspection, or the Official Receiver. (46 of 2000 s. 40) [cf. R. 169] COMPANIES (WINDING-UP) RULES - RULE 159 Cash Book VerDate:01/07/2000 (1) In a winding up by the court, the provisional liquidator, until a liquidator is appointed under the Ordinance or by the court, and thereafter the liquidator, shall keep a book to be called the "Cash Book" (which shall be in such form as the Official Receiver may from time to time direct) in which he shall (subject to the provisions of the rules as to trading accounts) enter from day to day the receipts and payments made by him. (46 of 2000 s. 40) (2) In a winding up by the court, a liquidator other than the Official Receiver, shall submit the record and Cash Book, together with any other requisite books and vouchers, to the committee of inspection (if any) when required, and not less than once every 3 months. (3) In a creditors voluntary winding up the liquidator shall keep such books as the committee of inspection or if there is no such committee as the creditors direct and all books kept by the liquidator shall be submitted to the committee of inspection or if there is no such committee to the creditors with any other books documents papers and