Cap. 32 《公司(清盤及雜項條文)條例》Companies (Winding Up and Miscellaneous Provisions) Ordinance

The winding up of a company may be either—

The provisions of this Ordinance with respect to winding up apply, unless the contrary appears, to the winding up of a company in any of those modes.

[cf. 1929 c. 23 s. 156 U.K.]

In the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities, and the costs, charges, and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, subject to the provisions of subsection (2) and the following qualifications—

In the winding up of a limited company, any director, whether past or present, whose liability is, under the provisions of the pre-amended Ordinance, unlimited, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of the winding up a member of an unlimited company: (Amended 28 of 2012 ss. 912 & 920) Provided that— (a)a past director shall not be liable to make such further contribution if he has ceased to hold office for a year or upwards before the commencement of the winding up; (b)a past director shall not be liable to make such further contribution in respect of any debt or liability of the company contracted after he ceased to hold office; (c)subject to the articles of the company, a director shall not be liable to make such further contribution unless the court deems it necessary to require that contribution in order to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of the winding up. (Amended 6 of 1984 s. 127)

In the winding up of a company limited by guarantee which has a share capital, every member of the company shall be liable, in addition to the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up, to contribute to the extent of any sums unpaid on any shares held by him.

[cf. 1929 c. 23 s. 157 U.K.]

This section applies where a company is being wound up and—

If the winding up commenced on, or within 1 year after, the date on which the payment out of capital was made, then the following persons are liable to contribute to the company’s assets in accordance with subsection (3) so as to enable the insufficiency mentioned in subsection (1)(b) to be met—

For the purposes of subsection (2)—

A person who has contributed any amount to the assets of a company under this section may apply to the court for an order directing any other person who is jointly and severally liable in respect of that amount to pay the person an amount that the court thinks just and equitable.

The limitations under section 170 on any liability to contribute do not apply in relation to liability accruing under this section.

A reference in a company’s articles to a contributory does not (unless the context requires) include a person who is a contributory only by virtue of section 170A. (Added 14 of 2016 s. 21)

If a contributory dies either before or after he has been placed on the list of contributories, his personal representatives shall be liable in due course of administration to contribute to the assets of the company in discharge of his liability and shall be contributories accordingly. (Amended 6 of 1984 s. 128)

(Repealed 6 of 1984 s. 128)

If the personal representatives make default in paying any money ordered to be paid by them, proceedings may be taken for administering the estate of the deceased contributory, and for compelling payment thereout of the money due.

[cf. 1929 c. 23 s. 160 U.K.]

A company may be wound up by the court if—

On the application of the Registrar for the winding up of a company, the company may be wound up by the court if it appears to the court—

For the purposes of subsection (2)(b) or (c), in determining the length of the period in the case of a re-domiciled company, the number of days prior to the re-domiciliation date of the company is to be disregarded. (Added 14 of 2025 s. 106)

A company registered before the commencement^# of the Companies (Amendment) Ordinance 1984 (6 of 1984) may by special resolution alter the provisions contained in its articles by adding a provision to the effect that the company is to be dissolved on the occurrence of a specified event, with or without another provision providing for or prohibiting the alteration of the added provision: (Amended 28 of 2012 ss. 912 & 920) Provided that, where a private company passes such a resolution, an application may be made to the court for the alteration to be cancelled, and if such an application is made, the alteration shall not have effect except in so far as it is confirmed by the court. (Amended 28 of 2003 s. 76)

Where a private company passes a resolution under this section altering the provisions contained in its articles, sections 90(5)(a), (5)(b) and (8) and 91(1)(a), (5) and (6) of the Companies Ordinance (Cap. 622) apply in relation to the alteration and to any application made under this section in the same manner as they apply in relation to alterations made under that section 90 and to applications made under that section 91. (Replaced 28 of 2003 s. 76)

Where a company (not being a private company) passes a resolution under this section altering the provisions contained in its articles, section 90(5)(c), (6) and (8) of the Companies Ordinance (Cap. 622) applies in relation to the alteration made under this section in the same manner as it applies in relation to alterations made under that section 90. (Added 28 of 2003 s. 76)

In relation to a resolution for altering the conditions of a company’s memorandum that is passed by a company (whether a private company or not) under this section before the commencement^@ of section 76 of the Companies (Amendment) Ordinance 2003 (28 of 2003), the provisions of this section in force immediately before that commencement shall continue to have effect as if section 76 of that Ordinance had not been enacted. (Added 28 of 2003 s. 76)

In this section—

A company shall be deemed to be unable to pay its debts—

Subsection (1)(a) shall apply to 2 or more creditors to whom the company is indebted in respect of unpaid wages, wages in lieu of notice, severance payments, pay for untaken statutory holidays or pay for untaken annual leave, as the case may be, or all or any of them if the total of that indebtedness exceeds the sum referred to in that subsection, as if those creditors were a single creditor, and a demand under that subsection shall be valid if signed by any one or more of those creditors. (Added 12 of 1985 s. 29(3). Amended 48 of 1987 s. 8; 38 of 1989 s. 7; 7 of 2012 s. 10)

The Financial Secretary may, by regulation, prescribe any amount for the purposes of subsection (3). (Added 28 of 2003 s. 77)

In subsection (2)—

[cf. 1929 c. 23 s. 169 U.K.]

An application to the court for the winding up of a company shall be by petition, presented subject to the provisions of this section either by the company, or by any creditor or creditors (including any contingent or prospective creditor or creditors), contributory or contributories or the trustee in bankruptcy or the personal representative of a contributory, or by all or any of those parties, together or separately: (Amended 6 of 1984 s. 131) Provided that— (a)subject to subsection (1A), a contributory shall not be entitled to present a winding-up petition unless— (Amended 14 of 2016 s. 26)(i)the company has no members; or (Replaced 28 of 2003 s. 78)(ii)the shares in respect of which he is a contributory, or some of them, either were originally allotted to him or have been held by him, and registered in his name, for at least 6 months during the 18 months before the commencement of the winding up, or have devolved on him through the death of a former holder; and (b)(Repealed 6 of 1984 s. 131) (c)the court shall not give a hearing to a winding-up petition presented by contingent or prospective creditor until such security for costs has been given as the court thinks reasonable and until a prima facie case for winding up has been established to the satisfaction of the court; and (Amended 6 of 1984 s. 131) (d)in a case falling within section 879(1) of the Companies Ordinance (Cap. 622), a winding-up petition may be presented by the Financial Secretary; and (Added 6 of 1984 s. 131. Amended 28 of 2012 ss. 912 & 920) (e)in a case referred to in section 177(1)(c) or (2), a winding-up petition may be presented by the Registrar. (Added 6 of 1984 s. 131)

A person who is liable under section 170A to contribute to the assets of a company in the event of its being wound up may—

Where a company is being wound up voluntarily, a winding-up petition may be presented by the Official Receiver as well as by any other person authorized in that behalf under the other provisions of this section, but the court shall not make a winding-up order on the petition unless it is satisfied that the voluntary winding up cannot be continued with due regard to the interests of the creditors or contributories. (Amended 6 of 1984 s. 131)

(Repealed 6 of 1984 s. 131)

[cf. 1929 c. 23 s. 170 U.K.]

On hearing a winding-up petition the court may dismiss it, or adjourn the hearing conditionally or unconditionally, or make any interim order, or any other order that it thinks fit, but the court shall not refuse to make a winding-up order on the ground only that the assets of the company have been mortgaged to an amount equal to or in excess of those assets, or that the company has no assets.

Where the petition is presented by members of the company as contributories on the ground that it is just and equitable that the company should be wound up, the court shall not refuse to make a winding-up order on the ground only that some other remedy is available to the petitioners unless it is also of opinion that they are acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy. (Added 51 of 1978 s. 7)

(Repealed 6 of 1984 s. 132)

[cf. 1929 c. 23 s. 171 U.K.]

Subject to general rules limiting the power conferred by this section, the jurisdiction of the court under this Part may, in the case of an unopposed petition for winding-up by the court, be exercised by the Registrar of the High Court.

Any hearing of a petition in pursuance of the jurisdiction conferred on the Registrar of the High Court by this section shall be in open court.

At any time after the presentation of a winding-up petition and before a winding-up order has been made, the company or any creditor or contributory may— (Amended 6 of 2024 s. 125)

and the court to which application is so made may, as the case may be, stay or restrain the proceedings accordingly on such terms as it thinks fit.

However, if the action or proceeding relates to a case concerning national security (within the meaning of section 3(2) of the Safeguarding National Security Ordinance (6 of 2024)), the reference to “and before a winding-up order has been made” in subsection (1) is to be disregarded in applying that subsection. (Added 6 of 2024 s. 125)

Where before the presentation of a petition for the winding up of a company by the court a resolution has been passed by the company for voluntary winding up, the winding up of the company shall be deemed to have commenced at the time of the passing of the resolution, and unless the court, on proof of fraud or mistake, thinks fit otherwise to direct, all proceedings taken in the voluntary winding up shall be deemed to have been validly taken.

In any other case, the winding up of a company by the court shall be deemed to commence at the time of the presentation of the petition for the winding up.

[cf. 1929 c. 23 s. 175 U.K.]

When a winding-up order has been made, or a provisional liquidator has been appointed, no action or proceeding shall be proceeded with or commenced against the company except by leave of the court, and subject to such terms as the court may impose. (Amended 6 of 2024 s. 126)

If any action or proceeding relates to a case concerning national security (within the meaning of section 3(2) of the Safeguarding National Security Ordinance (6 of 2024)), subsection (1) does not prevent the action or proceeding from being proceeded with or commenced against the company. (Added 6 of 2024 s. 126)

Where the court has made a winding-up order or appointed a provisional liquidator before the making of a winding-up order, there must, unless the court thinks fit to order otherwise and so orders, be made and submitted to the provisional liquidator or liquidator a statement as to the affairs of the company (statement of affairs) in the prescribed form, verified by affidavit, and showing the particulars of its assets, debts, and liabilities, the names, addresses, and occupations of its creditors, the securities held by them respectively, the dates when the securities were respectively given, and such further or other information as may be prescribed or as the provisional liquidator or liquidator may require. (Amended 6 of 1984 s. 137; 46 of 2000 s. 20; 14 of 2016 s. 30)

The statement of affairs must be made, submitted and verified by one or more of the persons who are at the relevant date the directors and by the person who is at that date the company secretary of the company, or by such of the persons hereinafter in this subsection mentioned as the provisional liquidator or liquidator, subject to the direction of the court, may require to make, submit and verify the statement, that is to say, persons— (Amended 6 of 1984 s. 137; 46 of 2000 s. 20; 28 of 2012 ss. 912 & 920; 14 of 2016 s. 30)

The provisional liquidator or liquidator may, subject to the direction of the court, require any of the persons mentioned in subsection (2)(a), (b), (c) and (d) who has not made, submitted and verified the statement of affairs to make and submit to the provisional liquidator or liquidator a supplementary affidavit stating that the person concurs in the statement. (Added 14 of 2016 s. 30)

A supplementary affidavit made under subsection (2A) may be qualified in respect of matters dealt with in the statement of affairs, where the maker of the affidavit—

The statement of affairs and supplementary affidavit must be submitted to the provisional liquidator or liquidator within 28 days from the relevant date, or within such extended time as the provisional liquidator or liquidator or the court may for special reasons appoint. (Amended 46 of 2000 s. 20; 14 of 2016 s. 30)

(Repealed 14 of 2016 s. 30)

If any person, without reasonable excuse, makes default in complying with the requirements of this section, he shall be liable to a fine and, for continued default, to a daily default fine. (Amended 6 of 1984 s. 137; 7 of 1990 s. 2)

A statement of affairs required by this section may be used in evidence against the person making the statement. (Added 72 of 1994 s. 9. Amended 14 of 2016 s. 30)

A supplementary affidavit required by this section may be used in evidence against the person making the affidavit. (Added 14 of 2016 s. 30)

A person claiming in writing to be a creditor or contributory of a company is entitled, on payment of the prescribed fee—

A person untruthfully claiming to be a creditor or contributory under subsection (6) is guilty of a contempt of court and is, on the application of the liquidator or Official Receiver, punishable accordingly. (Replaced 14 of 2016 s. 30)

In subsections (3), (5A) and (6), a reference to statement of affairs includes the affidavit verifying the statement as required by subsection (1). (Added 14 of 2016 s. 30)

Subject to subsections (2) and (3), a person who makes the statement of affairs of a company, or a supplementary affidavit in relation to that statement, that is required by section 190 is entitled to be paid by the provisional liquidator or liquidator out of the assets of the company the costs and expenses incurred in and about the preparation and making of the statement or affidavit.

Except by order of the court, the person is not entitled to be paid any of the costs and expenses unless, before the costs and expenses were incurred—

For the costs and expenses incurred, the person is entitled to be paid only the amount that the provisional liquidator or liquidator considers reasonable.

A decision of the provisional liquidator or liquidator under this section relating to the payment of costs and expenses is subject to an appeal to the court.

In this section, a reference to statement of affairs includes the affidavit verifying the statement as required by section 190(1).

In a case where a winding-up order is made, the liquidator shall, as soon as practicable after receipt of the statement to be submitted under section 190, or, in a case where the court orders that no statement shall be submitted, as soon as practicable after the date of the order, submit a preliminary report to the court— (Amended L.N. 378 of 1989; 46 of 2000 s. 21)

The Official Receiver or liquidator may also, if he thinks fit, make a further report, or further reports, stating the manner in which the company was formed and whether in his opinion any fraud has been committed by any person in its promotion or formation, or by any officer of the company in relation to the company since the formation thereof, and any other matters which in his opinion it is desirable to bring to the notice of the court.

(Repealed 14 of 2016 s. 32)

Subject to the provisions of this section, the court may appoint a liquidator provisionally at any time after the presentation of a winding-up petition and before the making of a winding-up order in respect of a company. (Replaced 14 of 2016 s. 33)

The court may appoint either the Official Receiver or any other fit person to be the provisional liquidator. (Replaced 14 of 2016 s. 33)

Where a liquidator is provisionally appointed by the court, the court may limit and restrict his powers by the order appointing him.

A provisional liquidator appointed under this section must perform the duties that may be imposed on the provisional liquidator by the court. (Added 14 of 2016 s. 33)

Where a person other than the Official Receiver is appointed as a provisional liquidator under this section, the court may, by the order appointing the provisional liquidator or on the application of the provisional liquidator, determine how the provisional liquidator is to be remunerated. (Added 14 of 2016 s. 33)

The court may, on cause shown, terminate the appointment of a provisional liquidator appointed under this section on application by any of the following—

A provisional liquidator appointed under this section may resign and on the application of the provisional liquidator, the court may determine whether or not to accept the resignation, and may give any directions and make any orders that the court thinks necessary. (Added 14 of 2016 s. 33)

The following provisions have effect on a winding-up order being made— (Amended 3 of 1997 s. 41; 14 of 2016 s. 34)

Where the Official Receiver—

he may, at any time, appoint 1 or more persons as provisional liquidator in his place. (Added 46 of 2000 s. 24)

Where the Official Receiver is the liquidator of the company, he may, at any time, apply to the court for the appointment of a person as a liquidator in his place. (Added 3 of 1997 s. 41)

On an application under subsection (2) the court shall either make an appointment or decline to make one. (Added 3 of 1997 s. 41)

Where a liquidator is appointed by the court under subsection (3), the liquidator shall give notice of his appointment to the company’s creditors and contributories in accordance with the directions of the court. (Added 3 of 1997 s. 41)

In a notice under subsection (4), the liquidator shall state his intention to summon meetings of the company’s creditors and contributories, in accordance with section 206, for the purpose of determining—

To avoid doubt, if a person appointed as a provisional liquidator of a company under section 193 continues to act as the provisional liquidator of the company under subsection (1)(aa) on a winding-up order being made, the person is a provisional liquidator holding office by virtue of subsection (1)(aa). (Added 14 of 2016 s. 34)

A liquidator appointed under section 194 may resign or, on cause shown, be removed by the court. (Replaced 46 of 2000 s. 26. Amended 14 of 2016 s. 35)

A provisional liquidator appointed under section 194(1A) shall be remunerated—

Subsection (2) applies to a provisional liquidator holding office by virtue of section 194(1)(aa) as it applies to a liquidator (other than the Official Receiver) and to avoid doubt, subsection (2) does not apply to determine the remuneration of the provisional liquidator in respect of the period before the making of the winding-up order. (Added 14 of 2016 s. 35)

Subject to subsection (1A), where a person other than the Official Receiver is appointed liquidator, he shall receive such remuneration by way of percentage or otherwise as is determined— (Amended 46 of 2000 s. 26)

and if two or more persons are appointed liquidators, their remuneration shall be distributed among them in such proportions as may be determined by the committee of inspection or the court, as the case may be. (Replaced 25 of 1985 s. 3)

If the Official Receiver is of the opinion that the remuneration of a liquidator as determined under subsection (2)(a) should be reviewed the Official Receiver may apply to the court, and the court may make an order confirming, increasing or reducing the remuneration of the liquidator. (Added 25 of 1985 s. 3)

A vacancy in the office of a liquidator appointed by the court shall be filled by the court.

If more than one liquidator is appointed by the court, the court shall declare whether any act by this Ordinance or the Companies Ordinance (Cap. 622) required or authorized to be done by the liquidator is to be done by all or any one or more of the persons appointed. (Amended 28 of 2012 ss. 912 & 920)

(Repealed 14 of 2016 s. 35)

Subject to section 193(3), this section applies to a liquidator in a winding up by the court but does not apply to—

A liquidator may exercise any of the powers specified in Part 1 or 2 of Schedule 25 only with the sanction of the court or the committee of inspection.

Except as provided in subsection (4), a liquidator may exercise any of the powers specified in Part 3 of Schedule 25.

A liquidator (other than the Official Receiver) may only exercise the power specified in item 8 of Part 3 of Schedule 25—

The exercise by a liquidator of the powers conferred by this section is subject to the control of the court.

A creditor or contributory may apply to the court on the exercise or proposed exercise of any of those powers.

The Official Receiver holding office as provisional liquidator by virtue of section 194(1)(a) may—

The exercise by the Official Receiver of the powers conferred by this section is subject to the control of the court.

A creditor or contributory may apply to the court on the exercise or proposed exercise of any of those powers.

Except as provided in subsection (3), a provisional liquidator holding office by virtue of section 194(1)(aa) may exercise any of the powers specified in Part 1, 2 or 3 of Schedule 25 only with the sanction of the court.

Except as provided in subsection (4), a provisional liquidator holding office by virtue of section 194(1A) may exercise any of the powers specified in Part 1, 2 or 3 of Schedule 25 only with the sanction of the court or the Official Receiver.

A provisional liquidator holding office by virtue of section 194(1)(aa) may without the sanction of the court—

A provisional liquidator holding office by virtue of section 194(1A) may without the sanction of the court or the Official Receiver—

The Official Receiver is not personally liable for costs for any refusal to grant sanction under subsection (2) or (4).

The exercise by a provisional liquidator of the powers conferred by this section is subject to the control of the court.

A creditor or contributory may apply to the court on the exercise or proposed exercise of any of those powers.

In this section—

Subject to the provisions of this Ordinance, the liquidator of a company which is being wound up by the court shall, in the administration of the assets of the company and in the distribution thereof among its creditors, have regard to any directions that may be given by resolution of the creditors or contributories at any general meeting, or by the committee of inspection, and any directions given by the creditors or contributories at any general meeting shall in case of conflict be deemed to override any directions given by the committee of inspection.

The liquidator may summon general meetings of the creditors or contributories for the purpose of ascertaining their wishes, and it shall be his duty to summon meetings at such times as the creditors or contributories, by resolution, either at the meeting appointing the liquidator or otherwise, may direct, or whenever requested in writing to do so by one-tenth in value of the creditors or contributories as the case may be.

The liquidator may apply to the court in manner prescribed for directions in relation to any particular matter arising under the winding up.

Subject to the provisions of this Ordinance, the liquidator shall use his own discretion in the administration of the assets and the distribution thereof among the creditors. (Amended 6 of 1984 s. 141)

If any person is aggrieved by any act or decision of the liquidator, that person may apply to the court, and the court may confirm, reverse, or modify the act or decision complained of, and make such order in the premises as it thinks just.

[cf. 1929 c. 23 s. 192 U.K.]

Every liquidator other than the Official Receiver of a company which is being wound up by the court shall, in such manner and at such times as the Official Receiver directs, pay the money received by him to the Companies Liquidation Account at the bank where such account is kept, and when the Official Receiver is the liquidator of such company he shall pay all moneys received by him in such capacity into the Companies Liquidation Account: Provided that the Official Receiver may, on the application of the liquidator, authorize the liquidator to make his payments into and out of any other bank specified by the liquidator in such application, and thereupon those payments shall be made in the prescribed manner. (Amended 6 of 1984 s. 142; 30 of 1999 s. 16)

Subject to the proviso to subsection (1), where any such liquidator (other than the Official Receiver) receives any money in such capacity, he shall—

Where a liquidator retains any sum (including part of any sum) in contravention of subsection (2)(a) or (b), then, unless he explains the retention to the satisfaction of the court, he shall pay interest on the amount so retained at the rate of 20 per cent per annum, and shall be liable to disallowance of all or such part of his remuneration as the court may think just, and to be removed from his office by the court, and shall be liable to pay any expenses occasioned by reason of his default. (Added 30 of 1999 s. 16)

A liquidator of a company which is being wound up by the court shall not pay any sums received by him as liquidator into his private banking account.

[cf. 1929 c. 23 s. 194 U.K.]

The Official Receiver may at any time require a liquidator (other than the Official Receiver) of a company that is being wound up by the court to provide the Official Receiver, within the time limit specified by the Official Receiver, with an account of the liquidator’s receipts and payments as liquidator. (Replaced 22 of 2023 s. 19)

If a requirement is made under subsection (1), the liquidator must provide the account in the specified form within the time limit specified by the Official Receiver. (Replaced 22 of 2023 s. 19)

The liquidator shall furnish the Official Receiver with such vouchers and information relating to the account as he requires, and the Official Receiver may at any time require the production of, and inspect, any books or accounts kept by the liquidator. (Replaced 38 of 1987 s. 2)

The Official Receiver may at any time cause the account to be audited. (Added 38 of 1987 s. 2)

When the account has been audited, the liquidator must deliver a copy of the account to each of the specified entities for filing. (Replaced 22 of 2023 s. 19)

If the Official Receiver decides that the account need not be audited, the liquidator must, as soon as practicable after the decision, deliver a copy of the account to each of the specified entities for filing. (Added 22 of 2023 s. 19)

If a copy of the account is delivered by the liquidator to a specified entity under subsection (4) or (4A), the entity—

The liquidator shall, when the account has been audited or, when he has been notified that the Official Receiver has decided that the account need not be audited, send a printed copy of the account or summary by post to every creditor and contributory: (Amended 38 of 1987 s. 2; 14 of 2016 s. 38) Provided that the Official Receiver may in any case dispense with compliance with this subsection. (Replaced 6 of 1984 s. 143)

Notwithstanding the fact that a liquidator has been notified that the Official Receiver has decided that the account need not be audited, the Official Receiver may subsequently cause the account to be audited, and in that event—

In this section—

[cf. 1929 c. 23 s. 195 U.K.]

The Official Receiver shall take cognizance of the conduct of liquidators of companies which are being wound up by the court, and, if a liquidator does not faithfully perform his duties and duly observe all the requirements imposed on him by statute, rules, or otherwise with respect to the performance of his duties, or if any complaint is made to the Official Receiver by any creditor or contributory in regard thereto, the Official Receiver shall inquire into the matter, and take such action thereon as he may think expedient.

The Official Receiver may at any time require any liquidator of a company which is being wound up by the court to answer any inquiry in relation to any winding up in which he is engaged, and may, if he thinks fit, apply to the court to examine him or any other person on oath concerning the winding up.

The Official Receiver may also direct an investigation to be made of the books and vouchers of the liquidator. (Amended 6 of 1984 s. 144)

[cf. 1929 c. 23 s. 196 U.K.]

This section applies if the liquidator of a company that is being wound up by the court—

The liquidator or (if subsection (1)(c) applies) the personal representative of the liquidator may apply to the court for the release of the liquidator. (Added 14 of 2016 s. 39)

On an application under subsection (1A), the court is to cause a report on the accounts of the liquidator to be prepared. (Added 14 of 2016 s. 39)

On the liquidator or the personal representative of the liquidator complying with all the requirements of the court, the court may grant or withhold the release after having considered—

Where the release of a liquidator is withheld, the court may, on the application of any creditor or contributory, or person interested, make such order as it thinks just, charging the liquidator with the consequences of any act or default which he may have done or made contrary to his duty.

An order of the court releasing the liquidator shall discharge him from all liability in respect of any act done or default made by him in the administration of the affairs of the company, or otherwise in relation to his conduct as liquidator, but any such order— (Amended 14 of 2016 s. 39)

Where the liquidator has not previously resigned or been removed, his release shall operate as a removal of him from his office.

In this section and sections 207F, 207G, 207H and 207K and Division 6—

For the purposes of sections 207E, 207F and 207G and Division 6—

For the purposes of section 207K and Division 6—

When a winding-up order has been made by the court, it shall be the business of the separate meetings of creditors and contributories summoned for the purpose of determining whether or not an application should be made to the court for appointing a liquidator in place of the provisional liquidator, to determine further the following— (Amended 3 of 1997 s. 42; 14 of 2016 s. 42)

Subject to subsections (3) and (4), the court may make any appointment and order required to give effect to any such determination, and if there is a difference between the determinations of the meetings of the creditors and contributories in respect of the matters referred to in subsection (1) the court shall decide the difference and make such order thereon as the court may think fit.

A committee of inspection appointed under this Ordinance must consist of not less than 3, and not more than 7 members. (Added 14 of 2016 s. 42)

However, a liquidator may apply to the court for an order to vary the minimum or maximum number of members mentioned in subsection (3) and the court may make an order that it thinks fit. (Added 14 of 2016 s. 42)

A committee of inspection appointed under this Ordinance must consist of creditors and contributories—

A body corporate may be a member of the committee but cannot act as a member otherwise than by a representative authorized under section 207A. (Added 14 of 2016 s. 42)

Subject to subsections (2), (3) and (4), meetings of a committee of inspection are to be held when and where determined by the liquidator.

The liquidator must summon a first meeting of the committee to be held within 6 weeks from the date of the appointment of—

whichever is the later.

After the first meeting, if the liquidator receives a request in writing to summon a meeting of the committee from a member of the committee or the representative of a member, the liquidator must summon the requested meeting for a date not later than 21 days after the date the request is received.

If the committee resolves at the first meeting or any subsequent meeting that a meeting is to be held—

Subject to subsection (6), the liquidator must give 5 days’ written notice of the date, time and place of a meeting to every member of the committee.

If the liquidator determines to hold a meeting in the manner referred to in section 207B, the liquidator must give 10 days’ written notice of the date, time and place of the meeting to every member of the committee.

The notice of a meeting may be given to a member’s representative designated for that purpose instead of a member.

The requirement to give notice may be waived by or on behalf of a member before or at a meeting.

In calculating the number of days mentioned in subsections (5) and (6), Saturdays and general holidays are to be excluded.

(Repealed 14 of 2016 s. 44)

A committee of inspection may act by a majority of their members present at a meeting, but shall not act unless a majority of the committee are present. (Amended 14 of 2016 s. 44)

A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.

If a member of the committee becomes bankrupt, or compounds or arranges with his creditors, or is absent from 5 consecutive meetings of the committee without the leave of those members who together with himself represent the creditors or contributories, as the case may be, his office shall thereupon become vacant.

A member of the committee may be removed by a resolution at a meeting of creditors, if he represents creditors, or of contributories, if he represents contributories, of which 7 days’ notice has been given, stating the object of the meeting. (Amended 14 of 2016 s. 44)

Subject to subsections (7A) and (7B), on a vacancy occurring in the committee the liquidator shall forthwith summon a meeting of creditors or of contributories, as the case may require, to fill the vacancy, and the meeting may, by a resolution, re-appoint the same or appoint another creditor or contributory to fill the vacancy. (Amended 6 of 1984 s. 145; 14 of 2016 s. 44)

If the liquidator, having regard to the position in the winding up, is of the opinion that it is unnecessary for the vacancy in the committee to be filled, the liquidator may apply to the court and the court may make an order that the vacancy—

The vacancy does not have to be filled if—

The continuing members of the committee may continue to act despite any vacancy in the committee if the total number of continuing members of the committee is not reduced—

Subject to subsection (5), a member of the committee of inspection may, in relation to the business of the committee, be represented by a person authorized by the member for that purpose.

A person is authorized by a member only if the person holds—

A proxy given by a member of a committee of inspection in relation to a meeting of the creditors, of the members or of the contributories is treated as a letter of authority to act generally as the member’s representative in relation to the committee, unless the proxy contains a statement to the contrary.

The chairperson of a meeting of the committee may—

A member of the committee must not be represented by a body corporate, an undischarged bankrupt or a person who is subject to a voluntary arrangement with the person’s creditors.

A person must not—

If the representative of a member signs a document on behalf of the member, the representative must state below the signature whether the representative is signing under a general power of attorney or under a letter of authority.

The acts of the committee are valid despite any defect in the authorization or qualifications of a member’s representative.

This section applies to a meeting of a committee of inspection held under this Ordinance, except a meeting held under rule 74 of the Companies (Winding-up) Rules (Cap. 32 sub. leg. H).

If the liquidator considers it appropriate, the meeting may be held and conducted in a manner that enables persons who are not present together at the same place to attend it.

If the meeting is held and conducted in the manner referred to in subsection (2), a person attends the meeting if the person is able to exercise any rights of the person to speak and vote at the meeting.

For the purposes of this section—

If the meeting is to be held and conducted in the manner referred to in subsection (2), the liquidator must make the arrangements the liquidator considers appropriate to—

The requirement under section 206A(6) for notice to be given of a specified place for a meeting may be satisfied by specifying the arrangements the liquidator proposes to enable persons to exercise their rights to speak and vote if, in the reasonable opinion of the liquidator—

In making the arrangements mentioned in subsection (5) and in forming the opinion mentioned in subsection (6)(b), the liquidator must have regard to the legitimate interests of the members of the committee or their representatives attending the meeting in the efficient conduct of the business of the meeting.

Despite subsection (6), the liquidator must specify a place for the meeting if—

This section applies to a request under section 207B(8)(b) to specify a place for the meeting.

The request must be made at least 5 days before the date of the meeting that is stated in the notice of the meeting given by the liquidator under section 206A(6).

If the liquidator considers that the request has been made in accordance with this section, the liquidator must—

The notices required by subsection (3)(a) and (c) may be given at the same time or at different times.

If the liquidator has specified a place for the meeting in response to a request to which this section applies, the liquidator, or a person appointed by the liquidator in writing, must attend the meeting in person at that place.

In calculating the number of days mentioned in subsections (2) and (3), Saturdays and general holidays are to be excluded.

Anything that may be done by a resolution passed at a meeting of the committee of inspection may be done, without a meeting and without any previous notice being required, by a written resolution of the committee.

A reference to the date of passing a resolution or the date of a meeting is, in relation to a written resolution of the committee, the date on which the written resolution is passed under section 207G(1).

A written resolution of the committee has effect as if passed by members of the committee at a meeting of the committee.

Subsection (1) does not apply to a resolution sanctioning the making of calls by a liquidator under section 226.

A resolution of the committee may be proposed as a written resolution only by the liquidator.

A liquidator may seek to obtain the agreement of the members of the committee of inspection to a proposed written resolution by sending to every member of the committee a copy of the resolution.

The liquidator may send a copy of the resolution under subsection (1)—

For the purposes of this section, a copy of the proposed written resolution may be sent to a representative of a member designated for that purpose instead of the member and it is to be regarded as a copy sent to the member.

The liquidator must ensure that the copy of the proposed written resolution sent under this section contains, or is accompanied by, the following information—

The validity of the resolution, if passed, is not affected by a contravention of subsection (4).

A member of the committee of inspection or the representative of a member may request the liquidator to summon a meeting of the committee to consider the matters raised by the resolution sent under section 207E.

The request—

A request made in accordance with this section takes effect as a request made under section 206A(3).

A written resolution is passed when—

A member of the committee signifies agreement to a proposed written resolution when the liquidator receives from the member or the member’s representative a written document—

A member’s agreement to a written resolution, once signified, may not be revoked.

A proposed written resolution lapses if—

The agreement of a member of the committee to a proposed written resolution is ineffective if signified after the resolution lapses under subsection (1).

If a written resolution of the committee of inspection is passed, the liquidator must, within 15 days after the resolution is passed, send a notice of this fact to every member of the committee.

A notice under this section may be sent to the representative of a member designated for that purpose instead of the member.

If the conditions in subsection (2) are satisfied, a member of a committee of inspection may send to a liquidator by electronic means—

The conditions are that—

For the purposes of subsection (1), a document is sent to a liquidator by electronic means if—

If the liquidator has given an electronic address in any document containing or accompanying a proposed written resolution of the committee, the liquidator is to be regarded as having agreed, subject to any conditions or limitations that the liquidator may have specified in the document, that any document relating to that resolution may be sent by electronic means to that address.

For the purposes of subsection (2)(a)(ii), an agreement to allow sending documents by electronic means is only to be regarded as having been revoked if the liquidator has given the member of the committee a notice of revocation of at least—

whichever is the longer.

If a document is sent to the liquidator in accordance with this section, unless the contrary is proved, it is to be regarded as having been received by the liquidator at the end of the following period after it is sent—

In calculating the period mentioned in subsection (6)(b), any part of a day that is not a business day is to be disregarded.

In this section, a reference to a member of a committee of inspection includes a representative of a member.

The liquidator must defray as an expense of the winding up any reasonable expenses incurred directly by a member of the committee of inspection or the representative of a member in respect of travelling within Hong Kong—

The payment by the liquidator mentioned in subsection (1) is subject to the order of priority prescribed in this Ordinance.

The court may at any time after an order for winding up, on the application either of the liquidator, or the Official Receiver, or any creditor or contributory, and on proof to the satisfaction of the court that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings, either altogether or for a limited time, on such terms and conditions as the court thinks fit.

On any application under this section the court may, before making an order, require the Official Receiver to furnish to the court a report with respect to any facts or matters which are in his opinion relevant to the application.

A copy of every order made under this section shall forthwith be delivered by the company, or otherwise as may be prescribed, to the Registrar. (Added 6 of 1984 s. 146)

The court may on the application of the liquidator or any creditor made—

order that the winding up of a company ordered to be wound up by the court shall, from the date of the order made on such application, be conducted as if the winding up were a creditors’ voluntary winding up.

Where an application is made under subsection (1), the court shall have regard to—

Where an application has been made under subsection (1) in relation to a company in respect of which an order had been made under section 227F then, without affecting the generality of subsection (2)(a) and subject to subsection (4), the court shall before hearing the application direct that meetings of the creditors and contributories be called, held and conducted in such manner as the court may direct for the purpose of ascertaining the wishes of the creditors and contributories and may appoint a person to act as the chairman of any such meeting and to report the result of the meeting to the court.

Where the court is of the opinion that it is impractical to hold meetings of the creditors or of the contributories, the court may order that such other course of action as directed by the court be taken to ascertain the wishes of the creditors and contributories.

In an order made under this section, notwithstanding any other provision of this Ordinance, the court may, after taking into consideration the wishes of the creditors and contributories, direct either that the liquidator of the winding up by the court appointed under section 192 continue to act as the liquidator or appoint any other person to act as the liquidator.

Where an application is made under subsection (1)—

submit to the court a report with regard to the application. (Replaced 46 of 2000 s. 28)

On the hearing of any application made under subsection (1), the Official Receiver may appear and call, examine or cross-examine any witness if he so thinks fit and may support or oppose the application.

Any application for an order that the winding up of a company ordered to be wound up by the court be conducted as if it were a creditors’ voluntary winding up made before the commencement of the Companies (Amendment) (No. 4) Ordinance 1990 (59 of 1990) (in this section referred to as the amending Ordinance) shall be considered or continued with as if the amending Ordinance had not been enacted.

The liquidator or any creditor of any company in respect of which an order for winding up by the court was made after 30 August 1984 and before the commencement of the amending Ordinance may, before the expiration of 3 months from that commencement, apply to the court for an order that such winding up be conducted as if it were a creditors’ voluntary winding up and the provisions of section 209A in force immediately before the commencement of the amending Ordinance shall apply to that application as if the amending Ordinance had not been enacted.

As soon as may be after making a winding-up order, the court shall settle a list of contributories, with power to rectify the register of members in all cases where rectification is required in pursuance of this Ordinance or the Companies Ordinance (Cap. 622), and shall cause the assets of the company to be collected, and applied in discharge of its liabilities: (Amended 14 of 2016 s. 49)

Provided that, where it appears to the court that it will not be necessary to make calls on or adjust the rights of contributories, the court may dispense with the settlement of a list of contributories.

In settling the list of contributories, the court shall distinguish between persons who are contributories in their own right and persons who are contributories as being representatives of or liable for the debts of others.

The court may, at any time after making a winding-up order, make an order on any contributory for the time being on the list of contributories to pay, in manner directed by the order, any money due from him or from the estate of the person whom he represents to the company, exclusive of any money payable by him or the estate by virtue of any call in pursuance of this Ordinance.

The court in making such an order may—

In the case of any company, whether limited or unlimited, when all the creditors are paid in full, any money due on any account whatever to a contributory from the company may be allowed to him by way of set-off against any subsequent call.

[cf. 1929 c. 23 s. 205 U.K.]

The court may, at any time after making a winding-up order, and either before or after it has ascertained the sufficiency of the assets of the company, make calls on all or any of the contributories for the time being settled on the list of the contributories to the extent of their liability, for payment of any money which the court considers necessary to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, and make an order for payment of any calls so made.

In making a call the court may take into consideration the probability that some of the contributories may partly or wholly fail to pay the call.

[cf. 1929 c. 23 s. 206 U.K.]

The court may order any contributory, purchaser or other person from whom money is due to the company to pay the amount due into such bank as the court may direct to the account of the liquidator instead of to the liquidator, and any such order may be enforced in the same manner as if it had directed payment to the liquidator.

All moneys and securities paid or delivered into any bank pursuant to this Part in the event of a winding up by the court shall be subject in all respects to the orders of the court. (Amended 6 of 1984 s. 148)

[cf. 1929 c. 23 s. 207 U.K.]

An order made by the court on a contributory shall, subject to any right of appeal, be conclusive evidence that the money, if any, thereby appearing to be due or ordered to be paid is due.

All other pertinent matters stated in the order shall be taken to be truly stated as against all persons and in all proceedings.

[cf. 1929 c. 23 s. 208 U.K.]

Where the Official Receiver becomes the liquidator of a company, whether provisionally or otherwise, he may, if satisfied that the nature of the estate or business of the company, or the interests of the creditors or contributories generally, or there are other grounds therefor, require the appointment of a special manager of the estate or business of the company other than himself, apply to the court, and the court may on such application, appoint a special manager of the said estate or business to act during such time as the court may direct, with such powers, including any of the powers of a receiver or manager, as may be entrusted to him by the court. (Amended 6 of 1984 s. 149; 46 of 2000 s. 29)

The special manager shall give such security and account in such manner as the court may direct.

The special manager shall receive such remuneration as may be fixed by the court.

[cf. 1929 c. 23 s. 209 U.K.]

The court may fix a date on or before which creditors are to prove their debts or claims.

Any creditor who has not proved his debt or claim on or before the date fixed under subsection (1) shall be excluded from the benefit of the distribution made next after that date and from the benefit of any previous distribution.

The court may, at any time after making a winding-up order, make such order for inspection of the books and papers of the company by creditors and contributories as the court thinks just. (Amended 6 of 1984 s. 151; 28 of 2012 ss. 912 & 920)

Where an order for inspection is made under subsection (1), creditors or contributories may, in accordance with the order but not further or otherwise—

Nothing in this section shall be taken as excluding or restricting any rights or powers conferred on a public officer by any enactment. (Added 6 of 1984 s. 151)

[cf. 1929 c. 23 s. 212 U.K.]

In the case of a company in respect of which the following conditions are satisfied—

the Official Receiver or the liquidator may deliver to the Registrar a certificate in the specified form, signed by the Official Receiver or the liquidator, as the case may be, stating that the company is a company in respect of which those conditions are satisfied.

The Registrar shall forthwith register any certificate delivered under subsection (1), and on the expiration of 2 years from the registration thereof the company shall be dissolved: Provided that the court may, on the application of the Official Receiver or the liquidator, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court may think fit.

The Official Receiver or the liquidator who has obtained an order under subsection (2) shall, within 7 days after the making of the order, deliver an office copy of the order to the Registrar for registration. (Replaced 28 of 2003 s. 81)

When the affairs of a company have been completely wound up, the court, if the liquidator makes an application in that behalf, shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.

A copy of the order shall within 14 days from the date thereof be delivered by the liquidator to the Registrar for registration.

If the liquidator makes default in complying with the requirements of this section, he shall be liable to a fine and, for continued default, to a daily default fine. (Amended 7 of 1990 s. 2)

Where it appears to the court on application being made by the Official Receiver, provisional liquidator or liquidator or by any creditor at any time after the presentation of a winding up petition that by reason of the large number of creditors or contributories or for any other reason the interest of the creditors so requires, it may, on or after the making of a winding-up order, order that the winding up of the company by the court shall be regulated specially by the court, and such order shall be known as a regulating order. (Amended 6 of 1984 s. 159; 14 of 2016 s. 52)

Where a regulating order is made it shall be published in such manner as the court may direct, and sections 227B to 227E inclusive shall apply to the winding up.

Where a regulating order is made the Companies (Winding-up) Rules (Cap. 32 sub. leg. H) shall apply mutatis mutandis to the Official Receiver, liquidator and committee of inspection appointed or acting after the making of a regulating order, and to the conduct of any ballot or other proceedings ordered by the court under section 227C or 227D.

Where any order made under section 227B, 227C or 227D prescribes any procedure it shall be deemed to be in substitution for the procedure which would be required by this Ordinance but for the making of such order, and in particular where any such order prescribes a procedure for doing something which would otherwise be done at a meeting of creditors or contributories no such meeting shall be required to be held.

The court may, on the application of the Official Receiver or provisional liquidator, by order— (Amended 14 of 2016 s. 53)

The court may, on the application of the liquidator, by order—

Where under subsection (1) or (1A) the court makes any appointment of a liquidator or a committee of inspection, or where it removes any member of such committee of inspection or fills any vacancy therein, it shall not be necessary to ascertain the wishes of the creditors or contributories, and the provisions of section 194(1)(b) or 206(1) and (2) or 207(6), (7), (7A) and (7B), as the case may be, shall cease to apply and any action taken under such provisions in respect of any appointment of a liquidator or committee of inspection or any removal therefrom or any filling of any vacancy therein shall cease to have effect. (Amended 14 of 2016 s. 53)

For the purposes of section 670 of the Companies Ordinance (Cap. 622), the court may despite subsection (1) of that section order that the wishes of creditors or contributories concerning agreement to or rejection of any compromise or arrangement be ascertained by the liquidator in such manner as it may direct including the conduct of a ballot and the use of voting letters and without holding meetings.

Where a majority in number and three-fourths in value of the creditors, or a class of creditors, as the case may be, who have proved their debt, or who by virtue of section 227E are deemed for voting purposes to have proved a debt exceeding $250, agree to any compromise, such agreement shall, for the purposes of section 673 of the Companies Ordinance (Cap. 622), have the same effect as if a meeting of the creditors or class of creditors had been summoned under section 670(1) of that Ordinance and a majority in number representing three-fourths in value of the creditors or class of creditors, as the case may be, had been present and voted either in person or by proxy at the meeting and agreed to the compromise. (Amended 81 of 1976 s. 3)

In the event of the court ordering the holding of any meetings it may order that the provisions of this Ordinance, or of the Companies Ordinance (Cap. 622), relating to the holding of meetings be varied, abrogated or added to for the purpose of such meetings.

In the case of a bank, any creditor who is a depositor, whether on current, savings, deposit, fixed deposit or other account, shall, unless and until the Official Receiver or liquidator by notice in writing requires him to make a formal proof of debt, be deemed to have proved his debt—

Any debt which is deemed to have been proved by virtue of subsection (1) shall be treated as if a proof thereof had been duly lodged in due time with the Official Receiver or liquidator, and had been admitted for voting and dividend purposes respectively for the said amounts stated in subsection (1).

Where after the presentation of a winding-up petition—

that the property of the company is not likely to exceed in value $200,000, the court may make an order that the company be wound up in a summary manner, and thereupon the provisions of this Ordinance shall apply subject to the following modifications— (Amended 25 of 1985 s. 4)

The court may, upon the application of the liquidator, at any time before the dissolution of the company rescind an order made under subsection (1) and thereupon the winding up shall proceed as if the order had not been made.

A company may be wound up voluntarily—

The directors of a company or, in the case of a company having more than 2 directors, the majority of the directors, may, if they have formed the opinion that the company cannot by reason of its liabilities continue its business— (Amended 14 of 2016 s. 59)

After taking the actions specified in subsection (1)(a), (b) and (c), the directors or the majority of the directors may deliver a winding-up statement to the Registrar. (Added 14 of 2016 s. 59)

The winding-up statement delivered to the Registrar must—

The resolution referred to in subsection (1) and the winding-up statement shall specify the reasons in support of the consideration mentioned in paragraph (a)(ii) of that subsection.

A winding-up statement shall have no effect for the purposes of this Ordinance unless it is delivered to the Registrar for registration within 7 days after the date on which it is made.

A director of a company who signs a winding-up statement without having reasonable grounds— (Amended 14 of 2016 s. 59)

shall be liable to a fine and imprisonment.

Where a winding-up statement is delivered to the Registrar—

A director who fails to comply with subsection (5)(c) commits an offence and is liable on conviction to a fine.

The provisional liquidator appointed under subsection (1)(c) may—

Without limiting section 262A, no person may be appointed as, or act as, a provisional liquidator under subsection (1)(c) unless— (Amended 14 of 2016 s. 59)

An appointment that is made in contravention of subsection (8) is void. (Added 14 of 2016 s. 59)

A person who acts as a provisional liquidator in contravention of subsection (8) commits an offence and is liable on conviction to a fine. (Added 14 of 2016 s. 59)

Within 15 days after the commencement of the winding up of the company, the directors shall give notice by the specified means of— (Amended 14 of 2016 s. 59; 22 of 2023 s. 57)

A director who fails to comply with subsection (9) commits an offence and is liable on conviction to a fine and, for continued default, to a daily default fine. (Added 14 of 2016 s. 59)

A provisional liquidator appointed under subsection (1)(c) must, within 15 days after the commencement of the winding up of the company, deliver to the Registrar for registration a notice of his appointment in the specified form, which notice shall include the following particulars— (Amended 14 of 2016 s. 59)

A person appointed as a provisional liquidator under subsection (1)(c) who ceases to act as such must, within 15 days after the date of his ceasing to act— (Amended 14 of 2016 s. 59)

If any change occurs in the particulars given in a notice delivered to the Registrar under subsection (10), the provisional liquidator shall, within 15 days after the date of the change, deliver to the Registrar for registration a notice of that change in the specified form, unless he has previously given notice to the Registrar under subsection (11).

A person who fails to comply with subsection (10), (11) or (12) commits an offence and is liable on conviction to a fine and, for continued default, to a daily default fine.

A provisional liquidator appointed under subsection (1)(c) shall— (Amended 14 of 2016 s. 59)

All the powers of the directors cease during the period of the provisional liquidator’s appointment except—

(Repealed 14 of 2016 s. 59)

In relation to every winding up commenced under this section—

In the case of a private company having only one director, the sole director may—

In relation to a statutory declaration made under section 228A of this Ordinance before the commencement^# of section 83 of the Companies (Amendment) Ordinance 2003 (28 of 2003), the provisions of section 228A of this Ordinance in force immediately before that commencement shall continue to have effect as if section 83 of that Ordinance had not been enacted.

In this section—

Subject to subsection (2), a provisional liquidator appointed under section 228A(1)(c)—

Except as provided in subsection (3), the provisional liquidator may exercise a power conferred by subsection (1)(a) only with the sanction of the court.

The provisional liquidator may, without sanction of the court—

The court has the same jurisdiction and powers over a provisional liquidator appointed under section 228A(1)(c) as it has over a liquidator in a creditors’ voluntary winding up.

A provisional liquidator who, without reasonable excuse, exercises a power conferred by subsection (1)(a) in contravention of subsection (2) commits an offence and is liable on conviction to a fine.

A provisional liquidator appointed under section 228A(1)(c) must—

A provisional liquidator who, without reasonable excuse, fails to comply with subsection (6) commits an offence and is liable on conviction to a fine.

When a company has passed a resolution for voluntary winding up, it shall, within 15 days after the passing of the resolution, give notice of the resolution by the specified means. (Amended 1 of 1949 s. 16; 15 of 1955 s. 6; 14 of 2016 s. 61; 22 of 2023 s. 58)

If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a fine and, for continued default, to a daily default fine, and for the purposes of this subsection the liquidator of the company shall be deemed to be an officer of the company. (Amended 7 of 1990 s. 2; L.N. 587 of 1995)

Subject to subsection (1A), where it is proposed to wind up a company voluntarily, the directors of the company or, in the case of a company having more than 2 directors, the majority of the directors, may at a meeting of the directors issue a certificate in the specified form (the certificate of solvency), signed by the directors, to the effect that they have made a full inquiry into the affairs of the company, and that, having so done, they have formed the opinion that the company will be able to pay its debts in full within such period not exceeding 12 months from the commencement of the winding up as may be specified in the certificate of solvency. (Amended 30 of 1999 s. 17)

A certificate of solvency may be issued by the directors of the company other than at a meeting of the directors if, but only if, before the certificate is issued, a resolution has been passed by the directors authorizing the certificate to be issued. (Replaced 28 of 2003 s. 86)

A certificate of solvency shall have no effect for the purposes of this Ordinance unless— (Amended 28 of 2003 s. 86)

Any director of a company signing a certificate of solvency under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period specified in the certificate, shall be liable to a fine and imprisonment; and if the company is wound up in pursuance of a resolution passed within the period of 5 weeks after the issuing of the certificate, but its debts are not paid or provided for in full within the period stated in the certificate, it shall be presumed until the contrary is shown that the director did not have reasonable grounds for his opinion. (Amended 7 of 1990 s. 2)

A winding up in the case of which a certificate of solvency has been issued and delivered under this section is in this Ordinance referred to as a members’ voluntary winding up, and a winding up in the case of which a certificate of solvency has not been issued and delivered as aforesaid is in this Ordinance referred to as a creditors’ voluntary winding up.

Notwithstanding subsections (1) and (2), any declaration of solvency made in connexion with a winding up commenced but not completed before the date of commencement^# of the Companies (Amendment) Ordinance 1984 (6 of 1984) shall, if it has been effective for the purposes of this Ordinance before that date, continue to have effect for those purposes on and after that date, and—

In the case of a private company having only one director, the sole director may issue a certificate of solvency by recording the certificate and signing the record of it in the company’s minute book; and recording and signing the certificate shall be deemed to satisfy the requirement under subsection (1) that the certificate be issued at a meeting of the directors. (Added 28 of 2003 s. 86)

Notwithstanding subsections (1) and (2), any declaration of solvency made in connection with a winding up commenced on or after the date of commencement^# of the Companies (Amendment) Ordinance 1984 (6 of 1984) but not completed before the date of commencement^## of section 86(6) of the Companies (Amendment) Ordinance 2003 (28 of 2003) shall, if it has been effective for the purposes of this Ordinance before the latter date, continue to have effect for those purposes on and after that date, and—

The company in general meeting shall appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company, and may fix the remuneration to be paid to him or them.

On the appointment of a liquidator all the powers of the directors shall cease, except so far as the company in general meeting, or the liquidator, sanctions the continuance thereof.

[cf. 1929 c. 23 s. 232 U.K.]

The company may by special resolution remove a liquidator from office at a general meeting of which notice specifying the intention to propose such resolution has been duly given to the creditors and the liquidator.

The court may, on the application of any creditor or contributory, order that a liquidator whom it is proposed to remove from office under this section shall not be so removed.

A general meeting for the purpose of this section may be convened by any contributory.

If a vacancy occurs by death, resignation, or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy.

For that purpose a general meeting may be convened by any contributory or, if there were more liquidators than one, by the continuing liquidators.

The meeting shall be held in manner provided by this Ordinance or the Companies Ordinance (Cap. 622) or by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be determined by the court. (Amended 28 of 2012 ss. 912 & 920)

[cf. 1929 c. 23 s. 233 U.K.]

Where a company is proposed to be, or is in course of being, wound up voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to another company, whether a company within the meaning of this Ordinance or not (in this section called the transferee company) the liquidator of the first-mentioned company (in this section called the transferor company) may, with the sanction of a special resolution of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive in compensation or part compensation for the transfer or sale, shares, policies, or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies, or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company.

Any sale or arrangement in pursuance of this section shall be binding on the members of the transferor company.

If any member of the transferor company, whether he voted in favour of the special resolution or not, expresses his dissent therefrom in writing addressed to the liquidator, and left at the registered office of the company within 7 days after the passing of the resolution, lie may require the liquidator either to abstain from carrying the resolution into effect, or to purchase his interest at a price to be determined by agreement or by arbitration. (Amended 25 of 1998 s. 2)

If the liquidator elects to purchase the member’s interest, the purchase money must be paid before the company is dissolved, and be raised by the liquidator in such manner as may be determined by special resolution.

A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but, if an order is made within a year for winding up the company by the court, the special resolution shall not be valid unless sanctioned by the court.

(Repealed 25 of 1998 s. 2)

This section applies if the liquidator of a company is of the opinion that the company will not be able to pay its debts in full within the period stated in the certificate of solvency. (Replaced 14 of 2016 s. 66)

The liquidator must—

If the liquidator is not a person who would be disqualified under section 262B(3) from acting as liquidator in the winding up of the company were it a creditors’ voluntary winding up, the liquidator must make a disclosure statement that complies with section 262D before notices of the meeting are sent to the creditors. (Added 14 of 2016 s. 66)

If the liquidator is a person who would be disqualified under section 262B(3) from acting as a liquidator in the winding up of the company were it a creditors’ voluntary winding up, the liquidator must state in the notices of the meeting that the liquidator—

At any time before the date on which the meeting is to be held, the liquidator must, as the creditors or any of them may reasonably require, provide the creditors or any of them, free of charge, with any information concerning the company’s affairs so required. (Added 14 of 2016 s. 66)

The liquidator must inform the creditors, in the notice of the meeting, of the liquidator’s duty to provide information as imposed by subsection (1D). (Added 14 of 2016 s. 66)

The liquidator must also—

The full statement of the position of the company’s affairs must show—

The liquidator must attend and preside at the meeting. (Added 14 of 2016 s. 66)

The creditors may, at a meeting summoned by the liquidator under this section, appoint another liquidator in place of the liquidator. (Amended 14 of 2016 s. 66)

A liquidator who, without reasonable excuse, fails to comply with subsection (1A), (1B), (1C), (1D), (1E), (1F) or (1H) commits an offence and is liable on conviction to a fine. (Replaced 14 of 2016 s. 66)

On the day when the meeting of the creditors of the company is held under section 237A, the winding up becomes a creditors’ voluntary winding up.

When the winding up becomes a creditors’ voluntary winding up under subsection (1), this Ordinance accordingly applies to the winding up of the company as a creditors’ voluntary winding up as if the certificate of solvency concerned had not been issued by the directors of the company.

If, when the winding up becomes a creditors’ voluntary winding up under subsection (1), the person holding the office of liquidator of the company is disqualified under section 262B(3) from acting as liquidator of the company, then—

In the event of the winding up continuing for more than 1 year, the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within 3 months from the end of the year or such longer period as the Official Receiver may allow, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the preceding year. (Amended 14 of 2016 s. 68)

If the liquidator fails to comply with this section, he shall be liable to a fine. (Amended 22 of 1950 Schedule; 7 of 1990 s. 2)

As soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding up, showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon shall call a general meeting of the company for the purpose of laying before it the account, and giving any explanation thereof. (Amended 14 of 2016 s. 69)

The meeting must be called by publishing a notice specifying the time, place and object of the meeting by the specified means at least 1 month before the meeting. (Replaced 22 of 2023 s. 60)

Within 1 week after the meeting, the liquidator shall send to the Registrar a copy of the account, and shall make a return to him of the holding of the meeting and of its date, and if the copy is not sent or the return is not made in accordance with this subsection the liquidator shall be liable to a fine and, for continued default, to a daily default fine: Provided that, if a quorum is not present at the meeting, the liquidator shall, in lieu of the return hereinbefore mentioned, make a return that the meeting was duly summoned and that no quorum was present thereat, and upon such a return being made the provisions of the subsection as to the making of the return shall be deemed to have been complied with.

The Registrar on receiving the account and either of the returns hereinbefore mentioned shall forthwith register them, and on the expiration of 3 months from the registration of the return the company shall be dissolved: Provided that the court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.

It shall be the duty of the person on whose application an order of the court under this section is made, within 7 days after the making of the order, to deliver to the Registrar an office copy of the order for registration, and if that person fails so to do he shall be liable to a fine and, for continued default, to a daily default fine.

If the liquidator fails to call a general meeting of the company as required by this section, he shall be liable to a fine. (Added 6 of 1984 s. 168)

Subject to subsection (2), the provisions contained in sections 241 to 248 shall apply in relation to a creditors’ voluntary winding up. (Amended 14 of 2016 s. 72)

Sections 241, 242 and 243A do not apply in relation to a winding up that becomes a creditors’ voluntary winding up under section 237B(1). (Added 14 of 2016 s. 72)

The company shall— (Amended 14 of 2016 s. 73)

The company shall cause notice of the meeting of the creditors to be published by the specified means in Chinese and English. (Replaced 6 of 1984 s. 170. Amended 22 of 2023 s. 61)

The directors of the company shall—

The full statement of the position of the company’s affairs must show—

It shall be the duty of the director appointed to preside at the meeting of creditors to attend the meeting and preside thereat.

If the meeting of the company at which the resolution for voluntary winding up is to be proposed is adjourned to a date later than the day of the meeting of creditors held under subsection (1), and the resolution is passed at an adjourned meeting, any resolution passed at that meeting of creditors shall have effect as if it had been passed immediately after the passing of the resolution for winding up the company.

If default is made—

the company, directors or director, as the case may be, commits an offence and is liable on conviction to a fine, and, in the case of default by the company, every officer of the company who is in default commits an offence and is liable on conviction to the like penalty. (Amended 22 of 1950 Schedule; 6 of 1984 s. 170; 7 of 1990 s. 2)

The creditors at the meeting to be held in pursuance of section 237A or 241 or at any subsequent meeting, may, if they think fit, appoint a committee of inspection consisting of not less than 3, and not more than 7 persons, and if such a committee is appointed the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint one or more persons that they think fit to act as members of the committee, but the number of persons appointed by the creditors and the company must not in total exceed 7: (Amended 14 of 2016 s. 74) Provided that the creditors may, if they think fit, resolve that all or any of the persons so appointed by the company ought not to be members of the committee of inspection, and, if the creditors so resolve, the persons mentioned in the resolution shall not, unless the court otherwise directs, be qualified to act as members of the committee, and on any application to the court under this provision the court may, if it thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution.

However, a liquidator may apply to the court for an order to vary the minimum or maximum number of members mentioned in subsection (1) and the court may make an order that it thinks fit. (Added 14 of 2016 s. 74)

Subject to the provisions of this section and to general rules, sections 206A, 207, 207A, 207B, 207C, 207D, 207E, 207F, 207G, 207H, 207I, 207J, 207K and 207L apply with respect to a committee of inspection appointed under this section as they apply with respect to a committee of inspection appointed in a winding up by the court. (Amended 14 of 2016 s. 74)

A body corporate may be a member of the committee but cannot act as a member otherwise than by a representative authorized under section 207A. (Added 14 of 2016 s. 74)

Except as provided in subsection (2), before a meeting of the creditors of the company is held under section 241, a person who is nominated by the company to be liquidator under section 242 (the liquidator) may exercise a power conferred by section 251(1) only with the sanction of the court.

The liquidator may, without sanction of the court—

The liquidator must—

If section 241(1) is not complied with, the liquidator must apply to the court for directions as to the manner in which the default is to be remedied within 7 days of the later of the following—

If section 241(2), (3) or (4) is not complied with, the liquidator may apply to the court for directions as to the manner in which the default is to be remedied.

A liquidator who, without reasonable excuse, exercises a power conferred by section 251(1) in contravention of subsection (1) commits an offence and is liable on conviction to a fine.

A liquidator who, without reasonable excuse, fails to comply with subsection (3) or (4) commits an offence and is liable on conviction to a fine.

The committee of inspection, or if there is no such committee, the creditors, may fix the remuneration to be paid to the liquidator or liquidators.