2.
In this order, unless the context otherwise requires, a section referred to by number means the section so numbered in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
(G.N.A. 106 of 1955; 28 of 2012 ss. 912 & 920)
3.
The fees and percentages to be taken in the Court of First Instance in respect of proceedings under the Ordinance (other than winding-up proceedings) shall be the fees contained in item 1 of Schedule 1, and, where the proceeding is one for which no fee is prescribed in the said Schedule, the fees and percentages prescribed for a similar proceeding in the First Schedule to the High Court Fees Rules (Cap. 4 sub. leg. D).
4.
The fees and percentages to be taken in the Court of First Instance in respect of proceedings in the winding up of companies shall be—
(a)
the fees contained in Schedule 2; and
(b)
the fees contained in Schedule 1, where the proceeding described therein is taken with respect to a company which is being wound up; and
(c)
where the proceeding is one for which no fee is prescribed in the said Schedules 1 and 2, the fees and percentages prescribed for a similar proceeding in the First Schedule to the High Court Fees Rules (Cap. 4 sub. leg. D).
5.
The fees and percentages prescribed in Schedules 1 and 2 shall be taken either in money, or by causing the relevant document to be franked with the amount of the fee thereof, together with the date of franking.
6.
The fees and percentages set out in Schedule 3 in respect of proceedings in the winding up of companies shall be taken in the office of the Official Receiver or of the Registrar of Companies, as the case may be.
7.
(1)
(2)
The percentages prescribed in number I of Table B of Schedule 3 shall be paid by a liquidator upon submission of his accounts to the Official Receiver under section 203, or where the Official Receiver is acting as liquidator, before he is released under section 205.
(3)
The fee specified under item 3 of Schedule 2 shall have effect and
apply only in relation to proceedings in the winding up of companies commenced after
the coming into operation of the Companies (Fees and Percentages) (Amendment) Order
1989 (L.N. 221 of
1989).
(L.N. 221 of
1989 para. 3 incorporated. 46 of 2000 s. 40)
8.
Wherever practicable the money shall be paid in respect of every fee before the proceeding is had in respect of which the fee is payable.
9.
Where the head office of the company being wound up is situate in Hong Kong, and the liquidation takes place partly in Hong Kong and partly elsewhere, or where the court has sanctioned a reconstruction of the company or a scheme of arrangement of its affairs, or where for any other reason the Official Receiver satisfies the court that the fees or percentages in Table B in Schedule 3 would be excessive, such reduction may be made in the said fees or percentages as may, on the application of the Official Receiver, be sanctioned by the court.
10.
Transitional and savings
(1)
This paragraph relates to the fee payable under number I of Table B of Schedule 3.
(2)
Where an Official Receiver’s or liquidator’s account has been audited before the commencement date but the fee payable in respect thereof has not been paid before that date, the fee calculated under the old scale shall continue to be payable except that where such fee together with all fees paid in respect of previous accounts is higher than the fee that would be payable if calculated under the new scale on the aggregate amount of assets realized and brought to credit, a fee calculated under the new scale on the aggregate amount of assets realized and brought to credit (giving credit for any amount previously paid) shall be payable.
(3)
In the case where a winding-up commenced before the commencement date continues after that date the fee payable in respect of an account sent to the Official Receiver under section 203 or, where the Official Receiver is liquidator, prepared for the purposes of section 205, after the commencement date shall be calculated under the new scale on the aggregate amount of assets realized and brought to credit and in respect of any assets brought to credit before the commencement date in respect of which a fee has already been paid, credit shall be given as if a fee calculated under the new scale had been paid.
(4)
Subject to subparagraph (5) where a liquidator’s account has been sent to the Official Receiver or, where the Official Receiver is liquidator, has been prepared, under section 203, before the commencement date but has not been audited before that date the fee payable in respect thereof shall be calculated under the new scale.
(5)
In the case referred to in subparagraph (4) where the account has been sent or prepared (as the case may be) more than 3 months before the commencement date and has not been audited before that date, the fee payable in respect thereof shall be calculated under the old scale except that where such fee is higher than the fee that would be payable under the new scale, a fee calculated under the new scale shall be payable.
(6)
Where an account relating to a period ending before the commencement date is sent to the Official Receiver under section 203 or, where the Official Receiver is liquidator, is prepared, for the purposes of section 205, after the commencement date, the fee payable in respect thereof shall be calculated under the new scale.
(7)
In this paragraph—
commencement date
(生效日期
) means the date of the coming into
operation of the Companies (Fees and Percentages)
(Amendment) Order 1987
(L.N. 198 of
1987);new scale
(新收費表
) means the
scale of fees prescribed in number I of Table B of
Schedule 3 as substituted by the
Companies (Fees and Percentages) (Amendment) Order
1987
(L.N. 198 of
1987);old scale
(舊收費表
) means the scale of fees* prescribed in number I of Table B of Schedule 3 in force immediately before the commencement date.Editorial Note:
* For old scale of fees, see Companies (Fees and Percentages) Order
(Cap.
32
sub. leg. 1985 Ed.)
Schedule 1
[para. 3]
|
Item
|
Particular
|
Fee
|
Document
to be
stamped
|
|
1.
|
On an application under section 290 of
the Ordinance for a declaration that the dissolution of a company is
void.
|
$1,045.00
|
The notice of motion or summons.
|
|
2.
|
On presenting a petition—
(a)under section 89 of
the Companies Ordinance (Cap. 622) to
cancel an alteration of the objects in a company’s articles; or
|
||
|
(b)under section 226 of
the Companies Ordinance (Cap. 622) to
confirm a reduction of share capital.
This fee includes any fee on
answering a petition or setting down for hearing. Where a petition is
presented under more than one of these sections, only one fee of
$1,045.00 is charged on the petition.
|
$1,045.00
|
The petition.
|
|
|
3.
|
On an application—
|
||
|
(a)under section 182 of
the Companies Ordinance (Cap. 622) to
cancel a variation of shareholders’ rights;
|
|||
|
(b)under section 765 of
the Companies Ordinance (Cap. 622) for
restoration of a company to the Companies Register;
|
|||
|
(c)under section 346 of
the Companies Ordinance (Cap. 622) for
extension of time for registration;
|
|||
|
(d)under section 347 of
the Companies Ordinance (Cap. 622) for
rectification of register of charges; or
|
|||
|
(e)under section 673 of
the Companies Ordinance (Cap. 622) to
sanction an arrangement or compromise.
|
$1,045.00
|
The notice of motion or summons.
|
(Schedule 1 replaced 28 of 2012 ss. 912 & 920)
Schedule 2
[para. 4]
| Item |
Particular
|
Fee
|
Document
to be stamped
|
| 1. | On presenting a petition for the winding up of a company by or under the supervision of the court | $1,045.00 | The petition. |
| This fee includes any fee on answering a petition or setting down for hearing. No fee is payable on a winding-up order or an order continuing a voluntary liquidation subject to the supervision of the court. | |||
| 2. | (Repealed 46 of 2000 s. 40) |
||
| 3. | On an application for release under section 205 of the Ordinance for every $1,000 or fraction of $1,000 of the gross amount of assets realized and brought to credit | $5.00 | — |
Schedule 3
[para. 6]
Table
A
|
Item
|
Particular
|
Fee
$
|
|
|
1.
|
On an inspection of a liquidator’s statement sent to the Registrar of Companies under section 284 | 26.00 | |
|
1A.
|
On an inspection of a copy of the liquidator’s accounts filed under section 203(4), (4A) or (6) | 11.00 | |
|
2.
|
For a copy of or extract from any such
statement—
(a)if the copy is made by photographic
means—
|
||
| for each page or portion of a page | 13.00 | ||
| Provided that, where any copy exceeds in size 210 × 297 mm, such additional fee, not exceeding $5, shall be paid as the Registrar may direct; | |||
|
(b)if the copy is made by other means—
|
|||
| per page (uncertified) | 4.00 | ||
| per
page (certified) (L.N. 412 of 1994; L.N. 85 1996; L.N. 468 of 1997)
|
8.00 | ||
|
3.
|
On an application by a liquidator to the Official Receiver for a special bank account under section 202 | 360.00 | |
|
4.
|
On an order by the Official Receiver for a special bank account | 360.00 | |
|
4A.
|
On an application by a liquidator to the Official Receiver acting as a committee of inspection | 360.00 | |
|
5.
|
On an application to the Official Receiver—
(a)under section 285 for
payment of money out of the Companies Liquidation Account; or
|
||
| (b)after 6 months from the date of issue, for the re-issue of a lapsed cheque or money order in respect of moneys standing to the credit of that account. | 55.00 | ||
|
6.
|
(a)On every payment under section 285 of money out of the Companies Liquidation Account— | ||
| on each $1,000 or fraction of $1,000 | 50.00 | ||
| to be charged as follows— | |||
|
where the money consists of
unclaimed dividends, on each dividend paid out; where the money consists
of undistributed funds or balances, on the amount paid out;
|
|||
|
(b)the total fees taken under this item in respect of
undistributed funds or balances shall not exceed $37,500 in each
liquidation.
|
|||
|
7.
|
For the publication of a notice relating to a company which is being wound up by the court | 330.00 | |
|
8.
|
On an application by a member of the public to the Official Receiver for a search on whether a winding-up petition has been presented against a company | 80.00 | |
|
9.
|
(Repealed 46 of 2000 s. 40) |
||
|
10.
|
On proof of debt above $250 (other than a proof for workmen’s wages) | 35.00 | |
|
This fee includes administering oath and filing.
No fee is payable on a proof for $250 or under.
|
|||
Table
B
I.
On the aggregate amount of assets realized and brought to credit by a liquidator
(including the Official Receiver when he is acting as liquidator), after deducting
any sums paid to secured creditors, other than holders of floating charges in
respect of their securities and any sums spent out of money received in carrying on
the business of the company, a fee according to the following scale—
(a)
On the first $500,000 or fraction thereof, $100 on every $1,000 or fraction
thereof;
(b)
On the next $500,000 or fraction thereof, $75 on every $1,000 or fraction
thereof;
(c)
On the next $4,000,000 or fraction thereof, $65 on every $1,000 or fraction
thereof;
(d)
On the next $5,000,000 or fraction thereof, $37.50 on every $1,000 or
fraction thereof;
(e)
On the next $40,000,000 or fraction thereof, $20 on every $1,000 or
fraction thereof;
(f)
On all further amounts, $10 on every $1,000 or fraction thereof.
II.
Where
the Official Receiver acts as provisional liquidator
only—
(a)
Where no winding-up order is made upon the petition, or where a winding-up
order is rescinded, or all further proceedings are stayed prior to the summoning
of the statutory meetings of creditors and contributories; or
(b)
Where a winding-up order is made but the Official Receiver is not continued
as liquidator after the statutory meetings of creditors and
contributories,
such amount as the court, on the application of the Official Receiver, may
consider reasonable to be paid by the petitioner, or by the company, as the court
may direct, in respect of the services of the Official Receiver as provisional
liquidator.
III.
Where
the Official Receiver acts as liquidator of the company and a special manager is
appointed (to include the Official Receiver’s services as provisional
liquidator)—
such
amount as the court, on the application of the Official Receiver, may consider
reasonable.
IV.
In all other cases where the Official Receiver acts as liquidator of the company
(to include his services as provisional
liquidator)—
(1)
In respect of every 10 members, creditors and debtors, and every fraction
of 10
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................
$620(This fee is to include cost of official stationery,
printing, books, forms and postages in Hong Kong).
(2)
On every payment made into the Companies Liquidation Account under
section 202
The payment referred to in this paragraph does not include any of the following—
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................
$170The payment referred to in this paragraph does not include any of the following—
(a)
where the Official Receiver collects, calls or realizes property for
debenture holders—the total assets, including the produce of calls on
contributories, realized or brought to credit by the Official
Receiver;
(b)
money received in carrying on the business of the company.
(3)
On the amount distributed in dividend or paid to contributories,
preferential creditors, and debenture holders by the Official Receiver,
5%.
V.
Where the Official Receiver collects, calls or realizes property for debenture
holders, the following fees are to be paid out of the proceeds of the calls or
property—
(1)
On the total assets, including the produce of calls on contributories,
realized or brought to credit by the Official Receiver, after deducting the
amount spent out of the money received in carrying on the business of the
company, 10%.
(2)
The same fee as under number IV(3) of this Table.
VI.
Where
the Official Receiver realizes property for secured creditors other than debenture
holders, the following fee is to be paid out of the proceeds of the
property—
On the total assets, including the produce of calls on contributories, realized or
brought to credit by the Official Receiver, after deducting the amount spent out of
the money received in carrying on the business of the company, 10%.
VII.
Where
the Official Receiver performs any special duties not provided for under the
foregoing numbers in these
Tables—
such
amount as the court, on the application of the Official Receiver, may consider
reasonable.
VIII.
Travelling, keeping possession, law costs, and other reasonable expenses of the
Official
Receiver—the
amount disbursed.
IX.
Notwithstanding the fees and percentages prescribed in number I and numbers III
to VII of this Table, where the Official Receiver acts as liquidator of the company,
the total fees under those numbers shall not be less than $11,250.