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Cap. 32activeordinance

Companies (Winding Up and Miscellaneous Provisions) Ordinance

公司(清盤及雜項條文)條例

Full legislation

s.344

344.
(Repealed
12 of 1974 s. 150
)

Table of Contents

Sections

2ACircumstances in which documents are to be regarded as not having been sent
2BConstruction of references to parent company, etc.
2CSpecified means
5A
5B
5C
14A
18A
20A
22A
22B
22C
25A
28A
32A
38AExemption for structured products
38BCommission may publish guidelines relating to publications falling withinsection 38B(2)
38CExpert’s consent to issue of prospectus containing statement by him
38DRegistration of prospectus
39AAmendment of prospectus consisting of one document
39BProspectus may consist of more than one document, etc.
39CSubmission of certified copies
40ACriminal liability for misstatements in prospectus
40BRight to damages and compensation not affected
41AInterpretation of provisions relating to prospectuses
44AApplications for, and allotment of, shares and debentures
44BAllotment of shares and debentures to be listed on stock exchange
47A
47B
47C
47D
47E
47F
47G
48
48AConstruction of references to offering shares or debentures to the public
48B
48C
48D
48E
48F
49
49A
49B
49C
49D
49E
49F
49G
49H
49I
49J
49K
49L
49M
49N
49O
49P
49Q
49R
49S
50
51
52
53
54
55
56
57
57A
57B
57C
58
59
60
61
61A
62
63
63A
64
64A
65
65A
66
67
68
69
69A
70
71
71A
72
73
73A
74
74A
74B
75
75A
75B
76
77
78
79Payment of certain debts out of assets subject to floating charge in priority to claims under the charge
79A
79B
79C
79D
79E
79F
79G
79H
79I
79J
79K
79L
79M
79N
79O
79P
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
95A
96
97
98
98A
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
114A
114B
114C
114D
114E
115
115A
116
116A
116B
116C
117
118
119
119A
120
121
122
123
124
125
126
127
128
129
129A
129B
129C
129D
129E
129F
129G
130
131
132
133
134
135
136
137
138
139
140
140A
140B
141
141A
141B
141C
141D
141E
142
143
144
145
145A
145B
146
146A
147
148
149
149A
150
151
152
152A
152B
152C
152D
152E
152F
153
153A
153B
153C
154
154A
154B
155
155A
155B
155C
156
157
157A
157B
157C
157D
157E
157F
157G
157H
157I
157J
158
158A
158B
158C
159
160
161
161A
161B
161C
162
162A
162B
163
163A
163B
163C
163D
164
165
166
166A
167
168
168A
168B
168CInterpretation
168DDisqualification orders: general
168EDisqualification on conviction of indictable offence
168FDisqualification for persistent breaches of specified provisions
168GDisqualification for fraud, etc., in winding up
168HDuty of court to disqualify unfit directors of insolvent companies
168ISelf-incrimination in relation to direction or requirement undersection 168IA
168JDisqualification after investigation of company
168KMatters for determining unfitness of directors
168LFraudulent trading
168MCriminal penalties
168NOffences by body corporate
168OPersonal liability for company’s debts where person acts while disqualified
168PApplication for disqualification order
168QApplication for leave under an order
168RRegister of disqualification orders
168SRegulations
168TTransitional
169Modes of winding up
170Liability as contributories of present and past members
170ALiability of directors and shareholders involved in share redemption or buy-back out of capital
171Meaning ofcontributory
172Nature of liability of contributory
173Contributories in case of death of member
174Contributories in case of bankruptcy of member
175
176Jurisdiction to wind up companies
177Circumstances in which company may be wound up by court
178Definition of inability to pay debts
179Provisions as to applications for winding up
179AAppearance of Official Receiver
180Powers of court on hearing petition
180AHearing of unopposed petition by Registrar of High Court
181Power to stay or restrain proceedings against company
182Avoidance of dispositions of property, &c. after commencement of winding up
183Avoidance of attachments, &c.
184Commencement of winding up by the court
185Copy of order to be delivered to Registrar
186Actions stayed on winding-up order
187Effect of winding-up order
188
189
190Statement of company’s affairs to be submitted to provisional liquidator or liquidator
190ACosts and expenses of statement of affairs or supplementary affidavit
191Report by Official Receiver or liquidator
192Power of court to appoint liquidators
193Appointment and powers of provisional liquidator before winding-up order
194Appointment, style, etc. of liquidators on making of winding-up order
195Provisions where person other than Official Receiver is appointed liquidator
196General provisions as to liquidators
197Custody of company’s property
198Vesting of property of company in liquidator
199Powers of liquidator in winding up by court
199APowers of Official Receiver holding office as provisional liquidator by virtue of section194(1)(a)
199BPowers of provisional liquidator holding office by virtue ofsection 194(1)(aa)or(1A)
200Exercise and control of liquidator’s powers
201Books to be kept by liquidator
202Payments of liquidator into bank or Treasury
203Audit of liquidator’s accounts
204Control of Official Receiver over liquidators
205Release of liquidators
205AInterpretation ofsections 205A, 207E, 207F, 207G, 207Hand207Kand Division 6
205BInterpretation: circulation date
206Meetings of creditors and contributories to consider appointment of committee of inspection; constitution of committee of inspection
206AMeetings of committee of inspection
207Proceedings of committee of inspection
207ARepresentatives of members of committee of inspection
207BRemote attendance at meetings of committee of inspection
207CProcedure for requests that place for meeting should be specified undersection 207B
207DWritten resolution of committee of inspection
207ECirculation of written resolution
207FRequest for summoning meeting to consider resolution
207GProcedure for signifying agreement to proposed written resolution
207HPeriod for agreeing to proposed written resolution
207ILiquidator’s duty to notify members of committee of inspection that written resolution has been passed
207JLiquidator’s duty to keep record of written resolution that has been passed
207KCommunication with liquidator by electronic means for the purpose of written resolution
207LTravelling expenses of members of committee of inspection
208Powers of court where no committee of inspection
209Power to stay winding up
209APower of court to order winding up to be conducted as creditors’ voluntary winding up
209BConsequences of an order undersection 209A
209CTransitional
210Settlement of list of contributories and application of assets
211Delivery of property to liquidator
212Payment of debts due by contributory to company and extent to which set-off allowed
213Power of court to make calls
214Payment into bank of moneys due to company
215Order on contributory conclusive evidence
216Appointment of special manager
217Exclusion of creditors not proving in time
218Adjustment of rights of contributories
219Inspection of books by creditors and contributories
220Power to order costs of winding up to be paid out of assets
221
222
222A
223
224Power to arrest absconding contributory or officer
225Powers of court cumulative
226Delegation to liquidator of certain powers of court
226ADissolution of company otherwise than by order of court
227Dissolution of company by order of court
227ACourt may make a regulating order
227BAppointment of liquidator and committee of inspection
227CInforming creditors and contributories and ascertaining their wishes and directions
227DCompromises and arrangements with creditors
227EProof of debts
227FApplication of Ordinance to small winding up
228Circumstances in which company may be wound up voluntarily
228ASpecial procedure for voluntary winding up of company in case of inability to continue its business
228BOther powers, duties and liabilities of provisional liquidator appointed undersection 228A
229Notice of resolution to wind up voluntarily
230Commencement of voluntary winding up
231Effect of voluntary winding up on business and status of company
232Avoidance of transfers, &c., after commencement of voluntary winding up
233Certificate of solvency in case of proposal to wind up voluntarily
234Provisions applicable to members’ winding up
235Power of company to appoint and fix remuneration of liquidators
235APower to remove liquidator
236Power to fill vacancy in office of liquidators
237Power of liquidator to accept shares, &c. as consideration for sale of property of company
237ADuty of liquidator to summon creditors’ meeting, etc. in case of insolvency
237BConversion to creditors’ voluntary winding up in case of insolvency
238Duty of liquidator to call general meeting at end of each year
239Final meeting and dissolution
239A
240Provisions applicable to creditors’ winding up
241Meeting of creditors
242Appointment of liquidator
243Appointment of committee of inspection
243APowers and duties of liquidator nominated by company
244Fixing of liquidators’ remuneration and cesser of directors’ powers
244ARemoval of liquidator
245Power to fill vacancy in office of liquidator
246Application ofsection 237to a creditors’ voluntary winding up
247Duty of liquidator to call meetings of company and of creditors at end of each year
248Final meeting and dissolution
249Provisions applicable to voluntary winding up
250Distribution of property of company
250ADirectors’ powers before nomination or appointment of liquidator
251Powers and duties of liquidator in voluntary winding up
252Court may appoint and remove liquidator in voluntary winding up
253Notice by liquidator of his appointment or ceasing to act
254Arrangement, when binding on creditors
255Power to apply to court to have questions determined or powers exercised
255AAudit of liquidator’s accounts in voluntary winding up
256Costs of voluntary winding up
257Saving for rights of creditors and contributories
258
259
260
261
262
262ARestrictions on appointment of provisional liquidator or liquidator, etc.
262BPersons disqualified from being appointed etc. as provisional liquidator or liquidator
262CDisclosure statement
262DMatters to be disclosed in disclosure statement
262EConvenor’s duty concerning disclosure statement
262FUpdating disclosure statement
262GValidity of acts of provisional liquidator and liquidator
263Debts of all descriptions to be proved
264Application of bankruptcy rules in winding up of insolvent companies
264AInterest on debts
264BExtortionate credit transactions
265Preferential payments
265AInterpretation of Subdivision 2
265BMeaning ofassociate
265CMeaning ofassociate: further provisions
265DTransactions at an undervalue voidable in certain circumstances
265EMeaning oftransaction at an undervalue
266Unfair preferences voidable in certain circumstances
266AMeaning ofunfair preference
266BRelevant timeundersections 265Dand266
266COrders undersections 265Dand266
266DApplication ofsections 265D to 266C
267Effect of floating charge
267ARelevant timeundersection 267
268Disclaimer of onerous property in case of company wound up
269Restriction of rights of creditor as to execution or attachment in case of company being wound up
270Duties of bailiff as to goods taken in execution
271Offences by officers of companies in liquidation
272Penalty for falsification of books
273Frauds by officers of companies which have gone into liquidation
274Liability where proper records not kept
275Responsibility of directors for fraudulent trading
276Power of court to assess damages against delinquent officer, etc.
277Prosecution of delinquent officers and members of company
278
278AInducement affecting appointment etc. as provisional liquidator or liquidator
279Enforcement of duty of liquidator to make returns, &c.
280Notification that a company is in liquidation
281Exemption of certain documents from stamp duty on winding up of companies
282Books of company to be evidence
283Disposal of books and papers of company
284Information as to pending liquidations
285Unclaimed assets to be paid to companies liquidation account
285ARepresentation of corporation at meetings of creditors
286Resolutions passed at adjourned meetings of creditors and contributories
286APower to order public examination of promoters, directors, etc.
286BPowers to order examination of persons concerned with company’s property, etc. and provision of information, etc.
286CExamination of persons concerned with company’s property, etc.
286DSelf-incrimination in relation to direction or requirement undersection 286A, 286Bor286C
286EJurisdiction of Registrar
287Meetings to ascertain wishes of creditors or contributories
288
289Affidavits, &c.
290Power of court to declare dissolution of company void
290ASavings
290BSavings
290C
290D
290ESavings
291
291A
291B
292
292A
293Companies liquidation account
294Investment of surplus funds on general account
295Separate accounts of particular estates
296General rules and fees
296AInterpretation of Division 6
296BApplication of Division 6
296CCommunication by liquidator by electronic means
296DCommunication by liquidator by means of website
296ECertain persons may require hard copy
297Disqualification for appointment as receiver
297ADisqualification of undischarged bankrupts
297BInducement affecting appointment etc. as receiver or manager
298Power to appoint Official Receiver as receiver for debenture holders or creditors
298AReceivers and managers appointed out of court
299Notification that receiver or manager appointed
300Power of court to fix remuneration on application of liquidator
300AProvisions as to information where receiver or manager is appointed
300BSpecial provisions as to statement submitted to receiver
301Delivery to Registrar of accounts of receivers and managers
302Enforcement of duty of receiver to make returns, &c.
302AConstruction of references to receivers and managers
303
303A
303B
304
305
305A
306Enforcement of duties under Ordinance by court order
307Application of Ordinance to companies formed under former Companies Ordinance
308Application of Ordinance to companies registered under Companies Ordinances
308AExceptions tosection 308
309Application of Ordinance to companies re-registered under Companies Ordinances
310
311
312
313
314
315
316
317
318
319
320
321
322
323
324Power of court to stay or restrain proceedings
325Actions stayed on winding-up order
326Meaning of unregistered companies
327Winding up of unregistered companies
327ACertain companies incorporated outside Hong Kong may be wound up although dissolved
328Contributories in winding up of unregistered company
329Power of court to stay or restrain proceeding
330Actions stayed on winding-up order
331Provisions of Part X cumulative
331ASaving for enactments providing for winding up under former Companies Ordinances
332
333
333A
333B
333C
334
335
336
336A
337
337A
337B
338
339
339A
340
341
341AInterpretation of Part XII
342Dating of prospectus and particulars to be contained therein
342AExemption for structured products
342BProvisions as to expert’s consent, and allotment
342CSubmission of certified copies
342DPenalty for contravention ofsections 342 to 342C
342ECivil liability for misstatements in prospectus
342FCriminal liability for misstatements in prospectus
343Interpretation of provisions as to prospectuses
344
344A
345
346
346A
346B
347
348
348A
348B
348C
348D
349Penalty for false statements
349A
350
350A
350BInjunctions
351Provision for punishment and offence
351ALimitation on commencement of proceedings
351B
352Application of fines
353
354Saving as to private prosecutors
355Saving for privileged communications
356
357
358
359Power to enforce orders
359APower to make regulations
360Power to amend Schedules
360A
360BPower of Chief Executive in Council to order Registrar to refuse registration if satisfied that application to re-domicile is made to evade Societies Ordinance
360CPower of the Chief Executive in Council to order company engaging in undesirable activities to be struck off
360D
360EVesting and disposal of property of company struck off
360FProvisions applicable to winding up of company struck off undersection 360C
360GCertain sections to apply
360HCalls on contributories
360IContinuation of pending legal proceedings
360JObstruction of Official Receiver
360KControl of Official Receiver
360LAudit of Official Receiver’s accounts
360MProtection of Official Receiver etc.
360NNon-Hong Kong Companies
361
362
363
364
365
366
367
368Transitional and saving provisions relating to Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance 2016 (14 of 2016)
3535.
3636.
3737.
3838.
3939.
4040.
4141.
4242.
4343.
4444.
4545.
4646.
47
1Interpretation
2Public examination undersection 168IA
3Liability to contribute undersection 170A
4Demand to pay debts undersection 178(1)(a)
5Statement of affairs required undersection 190
6Case where formersections 193, 194 and 196apply
7Powers of liquidators undersection 199
8Release of liquidators undersection 205
9Meetings of creditors and contributories to consider appointment of committee of inspection; constitution of committee of inspection
10Proceedings of committee of inspection
11Representatives of members of committee of inspection
12Remote attendance and written resolutions of meeting of committee of inspection, etc.
13Travelling expenses of members of committee of inspection or representatives of members
14Examination under formersection 221
15Public examination under formersection 222
16Regulating order undersection 227A, etc.
17Voluntary winding up under formersection 228(1)(c)
18Voluntary winding up undersection 228A
19Notice of resolution to wind up voluntarily undersection 229
20Cases where formersection 237Aand related provisions apply
21Provisions relating to liquidators where formersection 237Aapplies
22Provisions applicable to creditors’ voluntary winding up (formersection 241andsection 243A)
23Appointment of committee of inspection
24Removal of liquidator undersection 244A
25Directors’ powers before nomination or appointment of liquidator undersection 250A
26Powers and duties of liquidator in voluntary winding up undersection 251
27Notice by liquidator of appointment or ceasing to act undersection 253
28Audit of liquidator’s accounts in voluntary winding up
29Application of formersections 196(5)and278to liquidators and their appointment
30Effect of transactions at an undervalue, unfair preferences and floating charges (sections 265A to 267A)
31Liability for not keeping proper records undersection 274
32Power of court to assess damages against delinquent officer, etc. undersection 276
33Electronic communications by liquidators
34Demand to pay debts under formersection 327(4)(a)

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