Cap. 32H 《公司(清盤)規則》Companies (Winding-up) Rules

Subject to the limitation hereinafter mentioned these rules shall apply to the proceedings in every winding up under the Ordinance of a company, which shall commence on and after the date on which these rules come into operation^†, and they shall also, so far as practicable, and subject to any general or special order of the court, apply to all proceedings which shall be taken or instituted after the said date, in the winding up of a company which commenced on or after 1 July 1933. Rules which from their nature and subject matter are, or which by the head lines above the group in which they are contained or by their terms are made applicable only to the proceedings in a winding up by the court, or only to such proceedings and proceedings in a creditors voluntary winding up shall not apply to the proceedings in a voluntary winding up, or as the case may be in a members’ voluntary winding up. (28 of 2012 ss. 912 & 920)

(Repealed 28 of 2012 ss. 912 & 920)

In these rules, unless the context or subject-matter otherwise requires— (14 of 2016 s. 120)

In these rules, where there is a reference to a Form followed by a number or a combination of a number and a letter, and not in conjunction with the title or short title of any Ordinance, it is to be construed as the Form that is—

Subject to paragraph (2), the forms in the Appendix, where applicable, and where they are not applicable forms of the like character, with such variations as circumstances may require, shall be used. Where such forms are applicable any costs occasioned by the use of any other or more prolix forms shall be borne by or disallowed to the party using the same, unless the court shall otherwise direct. (14 of 2016 s. 121)

If any notice, document or information referred to in rule 20A is required to be given, sent or supplied in a form in the Appendix, the form may be used with any necessary variations so that it complies with that rule. (14 of 2016 s. 121)

A statutory demand—

If a statutory demand is signed by a person authorized by the creditor, the signature must be accompanied by a statement that the person is authorized to make the demand on the creditor’s behalf.

Subject to paragraph (4), if the amount of the debt claimed in a statutory demand includes—

the charge (whether expressed in an amount or by reference to a rate) must be separately identified, and the grounds on which the charge is claimed must be stated, in the demand.

The amount of the debt claimed must be limited to that which has accrued due as at the date of the demand.

All proceedings in the winding up of companies in the court shall be attached to the Registrar, who shall, together with the necessary clerks and officers, and subject to the Ordinance and rules, act under the general or special directions of a judge.

(Repealed L.N. 372 of 1981)

Except as provided in section 180A of the Ordinance, the following matters and applications in the court shall be heard before a judge in open court— (L.N. 304 of 1988; 14 of 2016 s. 123)

Where a person is required under section 286B of the Ordinance to attend before the court and be examined under section 286C of the Ordinance, the examination is to be held in court or in chambers as the court directs. (14 of 2016 s. 123)

Every other matter or application in the court under a relevant provision to which the rules apply may be heard and determined in chambers. (28 of 2012 ss. 912 & 920)

Every application in court other than a petition, shall be made by motion, notice of which shall be served on every person against whom an order is sought, not less than 2 clear days before the day named in the notice for hearing the motion. (See Form 1)

Every application in chambers shall be made by summons, which, unless otherwise ordered, shall be served on every person against whom an order is sought, and shall require the person or persons to whom the summons is addressed to attend at the time and place named in the summons.

Every application by the liquidator to the court for directions in relation to any particular matter arising under the winding up shall be made in chambers.

Every proceeding in a winding-up matter shall be dated, and shall, with any necessary additions, be intituled as follows—

and in the matter of the company to which it relates. Numbers and dates may be denoted by figures. (25 of 1998 s. 2; 28 of 2012 ss. 912 & 920)

The first proceeding in every winding-up matter shall have a distinctive number assigned to it in the office of the Registrar, and all proceedings in any matter subsequent to the first proceeding shall bear the same number as the first proceeding.

It shall be the duty of the bailiff to serve such orders, summonses, petitions and notices as the court may require him to serve; to execute warrants and other process; to attend any sittings of the court if so required by the court (but not sittings in chambers); and to do and perform all such things as may be required of him by the court.

Nothing in this rule shall require any order, summons, petition, or notice to be served by a bailiff or officer of the court which is not specially by the Ordinance or rules required to be so served, unless the court in any particular proceeding by order specially so directs.

All notices, summonses, and other documents other than those of which personal service is required, may be sent by prepaid post letter to the last known address of the person to be served therewith; and the notice, summons, or document shall be considered as served at the time that the same ought to be delivered in the due course of post by the post office, and notwithstanding the same may be returned by the post office.

No service shall be deemed invalid by reason that the name, or any of the names other than the surname of the person to be served, has been omitted from the document containing the person’s name, provided that the court is satisfied that in other respects the service of the document has been sufficient.

If a person gives a notice or sends a document in accordance with a provision of Part V or X of the Ordinance or of these rules, the notice or document must, as far as practicable—

If a person supplies any information in accordance with a provision of Part V or X of the Ordinance or of these rules—

The notice, document or information may, as far as practicable, contain—

Paragraphs (1), (2) and (3) do not apply if it is provided otherwise—

Before presenting a petition the petitioner shall deposit with the Official Receiver the sum of $11,250 for the purpose of covering the fees and expenses to be incurred by the Official Receiver; and no petition shall be received unless the receipt of the Official Receiver for the deposit is produced to the Registrar. (L.N. 245 of 1977; L.N. 139 of 1985; L.N. 95 of 1996; L.N. 170 of 1997; L.N. 175 of 2013)

After presenting a petition the petitioner shall deposit with the Official Receiver, for the purpose set out in paragraph (1), such further sum as the court may, on the application of the Official Receiver, from time to time direct.

The Official Receiver shall account for the money so deposited to the petitioner, or, if the company itself is the petitioner, to the liquidator of the company, and any money so deposited by a petitioner other than the company shall, except and so far as such money may be required by reason of insufficiency of assets for the payment of the fees of and expenses incurred by the Official Receiver, be repaid to the petitioner out of the proceeds of the assets of the company in the order of priority set out in rule 179(1).

Where after the presentation of a petition the court orders that winding up of a company shall be by way of summary procedure under section 227F of the Ordinance, the provisions of the Ordinance and these rules shall, subject to any special direction of the court, be modified in accordance with paragraphs (2) to (5). (46 of 2000 s. 40)

On the making of the order the liquidator shall forthwith cause notice thereof to be published by the specified means, but there shall be no advertisement of any subsequent proceedings unless the court otherwise directs. (46 of 2000 s. 40; 22 of 2023 s. 68)

The title of every document in the proceedings subsequent to the making of the order shall contain the words “Summary Case”.

(Repealed L.N. 139 of 1985)

Notices of meetings other than first meetings shall not be sent to creditors whose debts do not exceed $1,000, or to contributories. (L.N. 139 of 1985)

(Repealed 46 of 2000 s. 40)

After the presentation of a petition, upon the application of a creditor, or of a contributory or of a petitioner, or of the company, and upon proof by affidavit of sufficient grounds for the appointment of a provisional liquidator, the court, if it thinks fit, and upon such terms as in the opinion of the court shall be just and necessary, may make the appointment. (L.N. 376 of 1989)

Before an order appointing a provisional liquidator is made, the applicant for the order shall deposit with the Official Receiver the sum of $3,500 towards the fees and expenses of the Official Receiver in connection with such appointment. (L.N. 433 of 1993; L.N. 286 of 1997)

The order appointing the provisional liquidator shall bear the number of the petition, and shall state the nature and a short description of the property of which the provisional liquidator is ordered to take possession, and the duties to be performed by the provisional liquidator. (See Form 9)

Subject to any order of the court, if no order for the winding up of the company is made upon the petition, or if an order for the winding up of the company on the petition is rescinded, or if all proceedings on the petition are stayed the provisional liquidator shall be entitled to be paid, out of the property of the company, all the costs, charges, and expenses properly incurred by him as provisional liquidator, including such sum as is or would be payable under the scale of fees in force for the time being where the Official Receiver is appointed provisional liquidator, and may retain out of such property the amounts of such costs, charges, expenses, and fees. (L.N. 201 of 1984)

Where any person other than the Official Receiver has been appointed provisional liquidator and the Official Receiver has taken any steps for the purpose of obtaining a statement of affairs or supplementary affidavit or has performed any other duty prescribed by these rules the provisional liquidator shall pay the Official Receiver such sum, if any, as the court directs. (14 of 2016 s. 126)

Affidavits in opposition to a petition that a company may be wound up by the court shall be filed within 7 days, or such longer time as the court may direct, of the date on which the affidavit verifying the petition is filed and notice of the filing of every affidavit in opposition to such a petition shall be given to the petitioner or his solicitor on the day on which the affidavit is filed. (L.N. 201 of 1984)

An affidavit in reply to an affidavit filed in opposition to a petition shall be filed within 3 days of the date on which notice of such affidavit is received by the petitioner or his solicitor.

It shall be the duty of the petitioner, or his solicitor, and of all other persons who have appeared on the hearing of the petition, at latest on the day following the day on which an order for the winding up of a company is pronounced in court, to leave with the Registrar a draft of the order and all other documents required for the purpose of enabling the Registrar to complete the order forthwith. It is not necessary for the Registrar to make an appointment to settle the order unless in any particular case the special circumstances make an appointment necessary. (See Form 14) (L.N. 178 of 1978)

An order to wind up a company, or for the appointment of a provisional liquidator before the making of a winding-up order, must contain at its foot a notice stating that, as the Official Receiver, provisional liquidator or liquidator (interviewer) may require, it is the duty of a person who is or may be liable to make the statement of affairs of the company, or a supplementary affidavit in relation to that statement, to attend on the interviewer according to the day, time and place the interviewer appoints and to give the interviewer all information that the interviewer requires. (14 of 2016 s. 127)

When an order that a company be wound up, or for the appointment of a provisional liquidator has been made—

(Repealed L.N. 201 of 1984)

(Repealed 28 of 2012 ss. 912 & 920)

Every special manager shall lodge with the Official Receiver an account in relation to the total of his receipts and payments as special manager, and such account shall be certified to be correct by the special manager.

The Official Receiver may require any account referred to in paragraph (1) to be audited.

A statement of affairs must be in Form 23.

A statement of affairs must be made and submitted in duplicate, one copy of which must be verified by affidavit.

If the provisional liquidator or liquidator has, under section 190(2) of the Ordinance, required a person to make, submit and verify a statement of affairs, the provisional liquidator or liquidator must furnish the person with forms and instructions for the preparation of the statement.

A supplementary affidavit must be submitted together with a copy of that affidavit.

The provisional liquidator or liquidator must cause to be filed with the Registrar the following documents submitted to the provisional liquidator or liquidator—

The Official Receiver, provisional liquidator or liquidator may, for the purpose of investigating the company’s affairs, hold interviews from time to time with a person who is or may be liable to make the statement of affairs of the company or a supplementary affidavit in relation to that statement.

If a person is required by the Official Receiver, provisional liquidator or liquidator (interviewer) to attend interviews under paragraph (6), the person must attend on the interviewer according to the day, time and place the interviewer appoints and give the interviewer all information that the interviewer requires.

Any application to dispense with the requirements of section 190 of the Ordinance shall be supported by a report of the provisional liquidator or liquidator showing the special circumstances which in his opinion render such a course desirable. (46 of 2000 s. 40)

When the court has made an order dispensing with the requirements of the said section, it may give such consequential directions as it may see fit and in particular it may give directions as to the sending of any notices which are by these rules required to be sent to any person mentioned in the statement of affairs or a supplementary affidavit in relation to that statement. (14 of 2016 s. 134)

As soon as possible after the first meetings of creditors and contributories have been held the Official Receiver, or the chairman of the meeting, as the case may be, shall report the result of each meeting to the court. (See Form 24)

Subject to section 206 of the Ordinance, upon the result of the meetings of creditors and contributories being reported to the court, the court may, if the meeting of creditors and the meeting of contributories have each passed the same resolutions, or if the resolutions passed at the 2 meetings are identical in effect, upon the application of the provisional liquidator, forthwith make the appointments necessary for giving effect to such resolutions. In any other case the court shall, on the application of the provisional liquidator, fix a time and place for considering the resolutions and determinations (if any) of the meetings, deciding differences (if any), and making such order as shall be necessary. (46 of 2000 s. 40; 14 of 2016 s. 136)

When a time and place have been fixed for the consideration of the resolutions and determinations of the meetings, such time and place shall be advertised by the provisional liquidator in such manner as the court shall direct, but so that the first or only advertisement shall be published not less than 7 days before the time so fixed. (46 of 2000 s. 40)

Upon the consideration of the resolutions and determinations of the meetings the court shall hear the provisional liquidator and any creditor or contributory. (46 of 2000 s. 40)

For the purposes of appointing a person to be a liquidator, the Official Receiver may, if he considers desirable, require an affidavit as to the fitness of such person to be so appointed. (L.N. 286 of 1997)

If a liquidator is appointed, a copy of the order appointing him shall be transmitted by him to the Official Receiver and the Official Receiver shall, as soon as the liquidator has given security, cause notice of the appointment to be published by the specified means. The expense of publishing the notice of the appointment shall be paid by the liquidator, but may be charged by him on the assets of the company. (See Forms 25 & 103(7)) (22 of 2023 s. 70)

Every appointment of a liquidator or committee of inspection shall be advertised by the liquidator, in such manner as the court directs, immediately after the appointment has been made and the liquidator has given the required security. (See Form 27)

If a liquidator in a winding up by the court shall die, or resign, or be removed, another liquidator may be appointed in his place in the same manner as in the case of a first appointment, and the Official Receiver shall, on the request of not less than one-tenth in value of the creditors or contributories summon meetings for the purpose of determining whether or not the vacancy shall be filled; but none of the provisions of this rule shall apply where the liquidator is released under section 205 of the Ordinance in which case the Official Receiver shall remain liquidator. (See Forms 103(8) & (9))

In paragraphs (4A), (5), (6) and (7)—

If a liquidator or special manager fails to give the required security within the time stated for that purpose in the order appointing him, or any extension thereof, the Official Receiver shall report such failure to the court, who may thereupon rescind the order appointing the liquidator or special manager.

If a liquidator or special manager fails to keep up his security, the Official Receiver shall report such failure to the court, who may thereupon remove the liquidator or special manager, and make such order as to costs as the court shall think fit.

Where an order is made under this rule rescinding an order for the appointment of or removing a liquidator, the court may direct that another liquidator is to be appointed and thereupon the same meetings shall be summoned and the same proceedings may be taken as in the case of a first appointment of a liquidator.

If the court, after consideration of a further report made under section 191(2) of the Ordinance, makes an order under section 286A(1) of the Ordinance pursuant to paragraph (a) of that section, the further report is not open to inspection.

Despite paragraph (1)—

If an application for an order of the court under section 286A(1) of the Ordinance (public examination order) is made pursuant to paragraph (b) of that section—

Despite paragraph (1)(b)—

The Official Receiver or liquidator, as the case may be, shall give notice of the day, time and place appointed for holding a public examination to the creditors and contributories by the specified means. (See Form 103(3)) (46 of 2000 s. 40; 14 of 2016 s. 140; 22 of 2023 s. 71)

(Repealed 22 of 2023 s. 71)

If any person who has been directed by the court to attend for public examination fails to attend at the day, time and place appointed for holding or proceeding with the same, and no good cause is shown by him for such failure, or if before the day appointed for the examination the Official Receiver or liquidator satisfies the court that such person has absconded, or that there is reason for believing that he is about to abscond with the view of avoiding examination, it shall be lawful for the court, upon its being proved to the satisfaction of the court that notice of the order and of the day, time and place appointed for attendance at the public examination was duly served, without any further notice, to issue a warrant for the arrest of the person required to attend, or to make such other order as the court shall think just. (See Form 38) (46 of 2000 s. 40; 14 of 2016 s. 141)

A warrant of arrest issued by the court under this rule shall be issued in the Registry of the High Court pursuant to an order of the court directing such issue. (See Form 38A) (25 of 1998 s. 2)

An application under any of the following provisions— (28 of 2012 ss. 912 & 920)

shall be made by a summons returnable in the first instance in chambers, in which summons shall be stated the nature of the declaration or order for which application is made, and the grounds of the application, and which summons, unless otherwise ordered by the court, shall be served, in the manner in which an originating summons is required by the Rules of the High Court (Cap. 4 sub. leg. A) to be served, on every person against whom an order is sought, not less than 8 days before the day named in the summons for hearing the application. Where the application is made by the Official Receiver or liquidator he may make a report to the court stating any facts and information on which he proceeds which are verified by affidavit, or derived from sworn evidence in the proceedings. Where the application is made by any other person it shall be supported by affidavit to be filed by him. (25 of 1998 s. 2; E.R. 1 of 2014)

A copy of every report and affidavit intended to be used in support of the summons shall be served on every person against whom an order is sought not less than 4 days before the hearing of the summons.

On the return of the summons the court may give such directions as it shall think fit as to the taking of evidence wholly or in part by affidavit or orally, and the cross-examination either before a judge on the hearing in court or in chambers of any deponents to affidavits in support of or in opposition to the application and as to any report it may require the Official Receiver or liquidator to make and generally as to the procedure on the summons and for the hearing thereof.

An application for an order of the court under section 286B of the Ordinance (section 286B order) in respect of a person must—

For paragraph (1)(c), the purpose of the application must be stated as one or more of the following—

If the purpose of the application includes a purpose specified in paragraph (2)(b), (c) or (d), the application must also specify—

If an application for a section 286B order is made—

Despite paragraph (4)(b)—

An order made under section 286B(1) of the Ordinance must be in Form 38B.

If an order is made under section 286B(1) of the Ordinance to require a person to attend before the court and be examined under section 286C of the Ordinance, the Official Receiver, provisional liquidator or liquidator who applied for the order must give notice of the day, time and place appointed for the person to attend before the court.

A notice under paragraph (2) must be—

The court may at any time in any proceedings, if it considers that it would be desirable so to do, appoint a person (in these rules called a shorthand writer) to take down, in shorthand or otherwise, the evidence of any witness examined at any public or private sitting, examination or meeting under the Ordinance.

A shorthand writer (if any) attached to the Official Receiver’s office shall be deemed to be duly appointed under paragraph (1), and it shall not be necessary to make any application to make such an appointment, and a general declaration by such shorthand writer adapted from Form 33 shall be deemed to apply to all proceedings in which notes are taken by him of any such evidence. (See Form 33)

Any document purporting—

shall until the contrary is proved be sufficient evidence that the questions and answers therein set forth were so put and answered respectively.

Every person appointed to be a shorthand writer under this rule shall be paid a sum not exceeding $150 or otherwise as the court directs for each hour or part thereof during which he is engaged in such appointment or in the preparation of any transcript of the evidence that may be required. (L.N. 139 of 1985)

The fees of a shorthand writer shall be paid by the party at whose instance the appointment was made, or out of the assets of the company, as may be directed by the court.

If the person appointed to be the shorthand writer under this rule is a public servant the fees payable under paragraph (4) shall be paid forthwith by the person responsible for such fees to the Official Receiver for payment into the Treasury.

If a person examined before a Registrar or other officer of the court who has no power to commit for contempt of court, refuses to answer to the satisfaction of the Registrar or officer any question which he may allow to be put, the Registrar or officer shall report such refusal to a judge, and upon report being made the person in default shall be in the same position, and be dealt with in the same manner as if he had made default in answering before the judge. (See Form 36)

The report shall be in writing, but without affidavit and shall set forth the question put, and the answer (if any) given by the person examined.

The Registrar or other officer shall, before the conclusion of the examination at which the default in answering is made, name the time when and the place where the default will be reported to a judge, and upon receiving the report a judge may take such action thereon as he shall think fit. If a judge is sitting at the time when the default in answering is made, such default may be reported immediately.

The Official Receiver, provisional liquidator or liquidator may attend in person, or by counsel or by solicitors employed for the purpose, any examination of a witness under section 286C of the Ordinance, whether or not the examination was ordered on the application of the Official Receiver, provisional liquidator or liquidator, and may take notes of the examination for his own use, and put such question to the persons examined as the court may allow. (46 of 2000 s. 40)

The notes of the depositions of a person examined under section 286C of the Ordinance, or under any order of the court before the court, or before any officer of the court, or person appointed to take such an examination (other than the notes of the depositions of a person examined at a public examination under section 286A of the Ordinance) shall not be filed, or be open to the inspection of any creditor, contributory, or other person, except the Official Receiver or liquidator, or any provisional liquidator other than the Official Receiver, while he is acting as provisional liquidator, unless and until the court shall so direct, and the court may from time to time give such general or special directions as it shall think expedient as to the custody and inspection of such notes and the furnishing of copies of or extracts therefrom.

Any application for leave to disclaim any part of the property of a company pursuant to section 268(1) of the Ordinance shall be by ex parte summons. Such summons shall be supported by an affidavit showing who are the parties interested and what their interests are. On the hearing of the summons the court shall give such directions as it sees fit and in particular directions as to the notices to be given to the parties interested or any of them and the court may adjourn the application to enable any such party to attend. (See Forms 39 & 40)

Where a liquidator disclaims a leasehold interest he shall forthwith file the disclaimer at the office of the Registrar and, when the property is situate in Hong Kong, register a notice thereof in the Land Registry. The disclaimer shall contain particulars of the interest disclaimed and a statement of the persons to whom notice of the disclaimer has been given. Until the disclaimer is filed by the liquidator and, when the property is situate in Hong Kong, a notice thereof is registered in the Land Registry the disclaimer shall be inoperative. A disclaimer shall be in the Form 39 and a notice of disclaimer in the Form 40 with such variations as circumstances may require. (L.N. 201 of 1984; 8 of 1993 s. 30; 14 of 2016 s. 147)

Where any person claims to be interested in any part of the property of a company which the liquidator wishes to disclaim he shall at the request of the liquidator furnish a statement of the interest so claimed by him.

Any application under subsection (6) of section 268 of the Ordinance for an order for the vesting of any disclaimed property in or the delivery of any such property to any persons shall be supported by the affidavit filed on the application for leave to disclaim such property.

Where such an application as aforesaid relates to disclaimed property of a leasehold nature and it appears that there is any under-lessee of such property or person entitled to a mortgage or charge in respect thereof, the court may direct that notice shall be given to such under-lessee or person so entitled that, if he does not elect to accept and apply for such a vesting order as aforesaid upon the terms required by the above-mentioned subsection and imposed by the court within a time to be fixed by the court and stated in the notice, he will be excluded from all interest in and security upon the property and the court may adjourn the application for such notice to be given and for such under-lessee or person so entitled to be added as a party to and served with the application and, if he sees fit, to make such election and application as is mentioned in the notice. If at the expiration of the time so fixed by the court such under-lessee or person so entitled fails to make such election and application, the court may make an order vesting the property in the applicant and excluding such under-lessee or person so entitled from all interest in or security upon the property. (L.N. 201 of 1984)

The duties imposed on the court by section 210(1) of the Ordinance, in a winding up by the court with regard to the collection of the assets of the company and the application of the assets in discharge of the company’s liabilities, shall be discharged by the liquidator as an officer of the court subject to the control of the court.

For the purpose of the discharge by the liquidator of the duties imposed by section 210(1) of the Ordinance, and paragraph (1) of this rule, the liquidator in a winding up by the court shall for the purpose of acquiring or retaining possession of the property of the company, be in the same position as if he were a receiver of the property appointed by the court, and the court may, on his application, enforce such acquisition or retention accordingly.

The duties imposed on the court by section 210(1) of the Ordinance with regard to the settlement of the list of contributories of a company are to be performed by the liquidator as an officer of the court subject to the control of the court.

Unless the court dispenses with the settlement of a list of contributories, the liquidator must, with all convenient speed after the liquidator’s appointment, settle the list of contributories of the company.

The list of contributories must—

In the list of contributories, the liquidator must, as far as practicable, distinguish between—

For the purposes of settling the list of contributories of a company as required by rule 68, the liquidator must—

The provisional list of contributories must be in Form 42.

A notice of provisional list of contributories must—

In addition, a notice of provisional list of contributories must be in Form 43.

An affidavit in Form 44 is, unless the contrary is proved, sufficient evidence that a notice of provisional list of contributories has been served on each of the persons included in the provisional list of contributories.

If a person on whom a notice of provisional list of contributories is served objects to the inclusion of the person in the settled list of contributories, the person may inform the liquidator of the objection in writing within 21 days from the date of service of the notice on the person.

On receiving an objection from a person, the liquidator must—

Subject to paragraph (2), after a provisional list of contributories of a company has been made under rule 69, the liquidator must finally settle the list of contributories of the company.

The liquidator may finally settle the list of contributories only if—

The list of contributories must be finally settled by a certificate in Form 45, and the list, when so settled, is the list of contributories of the company.

After the list of contributories of a company has been finally settled under rule 70, the liquidator must immediately serve a notice on each person included in the list.

A notice to contributory must—

In addition, a notice to contributory must be in Form 46.

An affidavit in Form 48 is, unless the contrary is proved, sufficient evidence that a notice to contributory has been served on each of the persons included in the list of contributories.

Subject to the power of the court to extend the time or to allow an application to be made notwithstanding the expiration of the time limited for that purpose, no application to the court by any person included in the list of contributories as finally settled by the liquidator for excluding the person from the list, or for a variation of the list, is to be entertained after the expiry of 21 days from the date of service of a notice to contributory on the person. (See Form 49) (14 of 2016 s. 150)

The Official Receiver shall not in any case be personally liable to pay any costs of or in relation to an application to set aside or vary his act or decision settling the name of a person on the list of contributories of a company.

The creditor or the person authorized by or on behalf of the creditor shall declare in the proof of debt—

There shall be specified in the proof any documents by reference to which the debt can be substantiated and such documents or a copy of such documents shall be submitted together with the proof.

The Official Receiver or the liquidator to whom the proof is sent may call for any document, which has not already been submitted, or other evidence to be produced to him, where he thinks it necessary for the purpose of substantiating the whole or any part of the claim made in the proof.

The Official Receiver or the liquidator, as the case may be, may, if he thinks it necessary, require a claim of debt to be verified by affidavit in the prescribed form notwithstanding that a proof of debt has already been lodged. (See Form 63B)

The affidavit may, in a winding up by the court, be sworn before the Official Receiver, an assistant official receiver or any person authorized to administer oaths or take statutory declarations.

On any debt or sum certain, payable at a certain time or otherwise, whereon interest is not reserved or agreed for, and which is overdue at the appropriate date, the creditor may prove for interest at a rate not exceeding the rate specified in section 49 of the High Court Ordinance (Cap. 4) to that date from the time when the debt or sum was payable, if the debt or sum is payable by virtue of a written instrument at a certain time, and if payable otherwise, then from the time when a demand in writing has been made, giving notice that interest will be claimed from the date of the demand until the time of payment. (L.N. 286 of 1997; 25 of 1998 s. 2)

The appropriate date referred to in paragraph (1) is—

Subject to the provisions of the Ordinance, and unless otherwise ordered by the court, the liquidator in any winding up may from time to time fix a certain day, which shall be not less than 14 days from the date of the notice, on or before which the creditors of the company are to prove their debts or claims, and to establish any title they may have to priority under section 265 of the Ordinance or to be excluded from the benefit of the distribution made next after that date and from the benefit of any previous distribution or as the case may be from objecting to such distribution, and the liquidator shall give notice in writing of the day so fixed by the specified means, and in a winding up by the court to every person mentioned in the statement of affairs or a supplementary affidavit in relation to that statement as a creditor, and who has not proved his debt, and to every person mentioned in the statement of affairs or a supplementary affidavit in relation to that statement as a preferential creditor whose claim to be a preferential creditor has not been established and is not admitted, and in any other winding up to the last known address or place of abode of each person who, to the knowledge of the liquidator, claims to be a creditor or preferential creditor of the company and whose claim has not been admitted. (L.N. 376 of 1989; 14 of 2016 s. 152; 22 of 2023 s. 73)

All the rules hereinafter set out as to admission and rejection of proofs shall apply with the necessary variation to any such claim to priority as aforesaid.

The provisional liquidator or liquidator shall also, as soon as practicable, send to each creditor mentioned in the company’s statement of affairs or a supplementary affidavit in relation to that statement, and to each person appearing from the company’s books or otherwise to be a contributory of the company a summary of the company’s statement of affairs and any supplementary affidavit in relation to that statement, including the causes of its failure, and any observations thereon which the provisional liquidator or liquidator may think fit to make. The proceedings at a meeting shall not be invalidated by reason of any summary or notice required by these rules not having been sent or received before the meeting. (46 of 2000 s. 40; 14 of 2016 s. 153)

Where prior to the winding-up order the company has commenced to be wound up voluntarily the Official Receiver may, if in his absolute discretion he sees fit so to do, send to the persons aforesaid or any of them an account of such voluntary winding up showing how such winding up has been conducted and how the property of the company has been disposed of and any observations which the Official Receiver may think fit to make on such account or on the voluntary winding up.

In addition to the first meetings of creditors and contributories and in addition also to meetings of creditors and contributories directed to be held by the court under section 287 of the Ordinance (hereinafter referred to as court meetings of creditors and contributories), the liquidator in any winding up by the court may himself from time to time subject to the provisions of the Ordinance and the control of the court summon, hold and conduct meetings of the creditors or contributories (hereinafter referred to as liquidator’s meetings of creditors and contributories) for the purpose of ascertaining their wishes in all matters relating to the winding up.

In any creditors voluntary winding up the liquidator may himself from time to time summon, hold and conduct meetings of creditors for the purpose of ascertaining their wishes in all matters relating to the winding up (such meetings and all meetings of creditors which a liquidator or a company is by the Ordinance required to convene in or immediately before such a voluntary winding up and all meetings convened by a creditor in a voluntary winding up under these rules are hereinafter called voluntary liquidation meetings).

The Official Receiver or liquidator shall summon all meetings of creditors and contributories by giving not less than 7 days’ notice of the time and place thereof by the specified means; and shall not less than 7 days before the day appointed for the meeting send by post to every person appearing by the company’s books to be a creditor of the company notice of the meeting of creditors, and to every person appearing by the company’s books or otherwise to be a contributory of the company notice of the meeting of contributories. (See Form 75) (22 of 2023 s. 75)

The notice to each creditor shall be sent to the address given in his proof, or if he has not proved to the address given in the statement of affairs of the company or a supplementary affidavit in relation to that statement, if any, or to such other address as may be known to the person summoning the meeting. The notice to each contributory shall be sent to the address mentioned in the company’s books as the address of such contributory, or to such other address as may be known to the person summoning the meeting. (14 of 2016 s. 154)

In the case of meetings summoned for the purposes of section 245(b) of the Ordinance the continuing liquidator or if there is no continuing liquidator any creditor may summon the meeting. (14 of 2016 s. 154)

This rule shall not apply to meetings under section 241 or 248 of the Ordinance.

A meeting may not act for any purpose except the election of a chairman, the proving of debts and the adjournment of the meeting unless there are present or represented thereat at least 3 creditors entitled to vote or 3 contributories or all the creditors entitled to vote or all the contributories, if the number of the creditors entitled to vote or the contributories as the case may be shall not exceed 3. (E.R. 6 of 2020)

If within half an hour from the time appointed for the meeting a quorum of creditors or contributories is not present or represented the meeting shall be adjourned to the same day in the following week at the same time and place or to such other day as the chairman may appoint not being less than 7 or more than 21 days, from the day from which the meeting was adjourned. (See Form 21)

In the case of a first meeting of creditors or of an adjournment thereof a person shall not be entitled to vote as a creditor unless he has duly lodged with the liquidator not later than the time mentioned for that purpose in the notice convening the meeting or adjourned meeting a proof of the debt which he claims to be due to him from the company. In the case of a court meeting or liquidator’s meeting of creditors a person shall not be entitled to vote as a creditor unless he has lodged with the liquidator a proof of the debt which he claims to be due to him from the company and such proof has been admitted wholly or in part before the date on which the meeting is held: (46 of 2000 s. 40)Provided that this and rules 125 to 128 shall not apply to a court meeting of creditors held prior to the first meeting of creditors.

This rule shall not apply to any creditors or class of creditors who by virtue of any direction given under these rules are not required to prove their debts or to any voluntary liquidation meeting.

The chairman shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in a book kept for that purpose or in the file of proceedings and the minutes shall be signed by him or by the chairman of the next ensuing meeting.

A list of creditors and contributories present at every meeting shall be made and kept as in Form 22. (See Form 22)

A proxy intended to be used at the first meeting of creditors or contributories, or an adjournment thereof, shall be lodged with the liquidator not later than the time mentioned for that purpose in the notice convening the meeting or the adjourned meeting, which time shall be not earlier than 12 o’clock at noon of the day but one before, nor later than 12 o’clock at noon of the day before the day appointed for such meeting, unless the court otherwise directs. (46 of 2000 s. 40)

In every other case a proxy shall be lodged with the liquidator in a winding up by the court, with the company at its registered office for a meeting under section 241 of the Ordinance and with the liquidator or if there is no liquidator with the person named in the notice convening the meeting to receive the same in a voluntary winding up not later than 4 o’clock in the afternoon of the day before the meeting or adjourned meeting at which it is to be used. (46 of 2000 s. 40)

A proxy required to be lodged in accordance with paragraph (1) or (2) shall be deemed to have been so lodged if such proxy is sent by facsimile transmission or electronic means to, and received by, the person specified in paragraph (1) or (2), as the case may be, within the time provided. (L.N. 286 of 1997; 22 of 2023 s. 84)

No person shall be appointed a general or special proxy who is a minor.

For the purposes of paragraph (2A), a proxy is sent by electronic means if it is sent in the form of an electronic record to an information system. (22 of 2023 s. 84; 21 of 2024 s. 80)

In this rule—

Not more than 4 months before declaring a dividend the liquidator in a winding up by the court shall, by the specified means, give notice of his intention to do so, and shall at the same time give notice to such of the creditors mentioned in the statement of affairs or a supplementary affidavit in relation to that statement as have not proved their debts. Such notice shall specify the latest date up to which proofs must be lodged, which shall not be less than 14 days from the date of such notice. (See Forms 67, 70 & 103(4)) (L.N. 286 of 1997; 14 of 2016 s. 158; 22 of 2023 s. 76)

Where any creditor, after the date mentioned in the notice of intention to declare a dividend as the latest date up to which proofs may be lodged, appeals against the decision of the liquidator rejecting a proof, notice of appeal shall, subject to the power of the court to extend the time in special cases, be given within 7 days from the date of the notice of the decision against which the appeal is made, and the liquidator may in such case make provision for the dividend upon such proof, and the probable costs of such appeal in the event of the proof being admitted. Where no notice of appeal has been given within the time specified in this rule, the liquidator shall exclude all proofs which have been rejected from participation in the dividend.

Immediately after the expiration of the time fixed by this rule for appealing against the decision of the liquidator he shall proceed to declare a dividend, and shall, by the specified means, give notice of such dividend, and shall also send a notice of dividend to each creditor whose proof has been admitted. (See Forms 71 & 103(5)) (L.N. 286 of 1997; 22 of 2023 s. 76)

If it becomes necessary, in the opinion of the liquidator and the committee of inspection, to postpone the declaration of the dividend beyond the limit of 4 months, the liquidator shall, by the specified means, give a fresh notice of his intention to declare a dividend; but it shall not be necessary for the liquidator to give a fresh notice to such of the creditors mentioned in the statement of affairs or a supplementary affidavit in relation to that statement as have not proved their debts. In all other respects the same procedure shall follow the fresh notice as would have followed the original notice. (L.N. 286 of 1997; 14 of 2016 s. 158; 22 of 2023 s. 76)

Upon the declaration of a dividend the liquidator shall forthwith transmit to the Official Receiver a list of the proofs filed with the Registrar under rule 101, which list shall be in the Form 68 or 69, as the case may be, and the liquidator shall, if so required by the Official Receiver, transmit to him, office copies of all lists of proofs filed by him up to the date of the declaration of the dividend. (See Forms 68 & 69)

Dividends may at the request and risk of the person to whom they are payable be transmitted to him by post.

If a person to whom dividends are payable desires that they shall be paid to some other person he may lodge with the liquidator a document in the Form 72 which shall be a sufficient authority for payment of the dividend to the person therein named. (See Form 72)

The Official Receiver when he is liquidator shall cause to be published by the specified means notice of his intention to declare a dividend and notice of his declaration thereof, and shall also at the same time give to creditors notice of such intention or of such declaration in like manner as notice thereof is required to be given by a liquidator other than the Official Receiver. (22 of 2023 s. 76)

Every person for the time being on the list of contributories of the company, and every person whose proof has been admitted shall be at liberty, at his own expense, to attend proceedings, and shall be entitled, upon payment of the costs occasioned thereby, to have notice of all such proceedings as he shall by written request desire to have notice of: Provided that if the court shall be of opinion that the attendance of any such person upon any proceedings has occasioned any additional costs which ought not to be borne by the funds of the company, it may direct such costs, or a gross sum in lieu thereof, to be paid by such person; and such person shall not be entitled to attend any further proceedings until he has paid the same.

The court may from time to time appoint any one or more of the creditors or contributories to represent before the court, at the expense of the company, all or any class of the creditors or contributories, upon any question or in relation to any proceedings before the court, and may remove the person so appointed. If more than one person is appointed under this rule to represent one class, the persons appointed shall employ the same solicitor to represent them.

No creditor or contributory shall be entitled to attend any proceedings in chambers unless and until he has entered in a book, to be kept by the Registrar for that purpose, his name and address, and the name and address of his solicitor (if any) and upon any change of his address or of his solicitor, his new address, and the name and address of his new solicitor.

Where the remuneration of a liquidator is determined by the committee of inspection, it may be in the nature of a commission or percentage of which one part shall be payable on the amount realized, after deducting the sums (if any) paid to secured creditors (other than debenture holders) out of the proceeds of their securities, and the other part on the amount distributed in dividend.

If there is no committee of inspection, the remuneration of the liquidator shall, unless otherwise provided for under the Ordinance or ordered by the court, be fixed by the scale of fees and percentages for the time being payable on realizations and distributions by the Official Receiver as liquidator. (46 of 2000 s. 40)

This rule shall only apply to a liquidator appointed in a winding up by the court.

Where a liquidator is appointed by the court or under the Ordinance, and has notified his appointment to the registrar of companies, and given security to the satisfaction of the Official Receiver, the provisional liquidator shall forthwith put the liquidator into possession of all property of the company of which the provisional liquidator may have custody: Provided that such liquidator shall have, before the assets are handed over to him by the provisional liquidator, discharged any balance due to the Official Receiver and provisional liquidator on account of fees, costs, and charges properly incurred by him, and on account of any advances properly made by him in respect of the company, together with interest on such advances at the rate of 8 per cent per annum; and the liquidator shall pay all fees, costs, and charges of the Official Receiver and provisional liquidator which may not have been discharged by the liquidator before being put into possession of the property of the company, and whether incurred before or after he has been put into such possession. (L.N. 587 of 1995)

The Official Receiver and provisional liquidator shall be deemed to have a lien upon the company’s assets until such balance shall have been paid and the other liabilities shall have been discharged.

It shall be the duty of the Official Receiver and provisional liquidator, if so requested by the liquidator, to communicate to the liquidator all such information respecting the estate and affairs of the company as may be necessary or conducive to the due discharge of the duties of the liquidator.

This rule and rule 154 shall apply only in a winding up by the court.

If a liquidator in a winding up by the court wishes to resign from the office of liquidator, the liquidator must summon separate meetings of the creditors and contributories of the company to decide whether or not the resignation is to be accepted.

If the creditors and contributories both by resolutions agree to accept the resignation, the liquidator must—

The resignation takes effect upon the liquidator complying with paragraph (2).

If paragraph (2) does not apply, the liquidator must—

If paragraph (4) is complied with, the court may, on application by the liquidator or the Official Receiver—

If a liquidator in a creditors’ voluntary winding up wishes to resign from the office of liquidator, the liquidator must summon a meeting of the creditors of the company to decide whether or not the resignation is to be accepted.

The creditors may by resolution agree to accept the resignation.

The resignation takes effect on the passing of the resolution.

If the creditors do not accept the resignation, the liquidator must report to the court the result of the meeting.

If paragraph (4) is complied with, the court may, on application by the liquidator—

If a liquidator in a members’ voluntary winding up wishes to resign from the office of liquidator, the liquidator must summon a general meeting of the company to decide whether or not the resignation is to be accepted.

The members of the company may by an ordinary resolution agree to accept the resignation.

The resignation takes effect on the passing of the resolution.

If the members do not accept the resignation, the liquidator must report to the court the result of the meeting.

If paragraph (4) is complied with, the court may, on application by the liquidator—

Where the liquidator in a winding up by the court is authorized to have a special bank account, he shall forthwith pay all moneys received by him into that account to the credit of the liquidator of the company. All payments out shall be made by cheque payable to order, and every cheque shall have marked or written on the face of it the name of the company, and shall be signed by the liquidator, and shall be countersigned by such other person, if any, as the committee of inspection may appoint. (30 of 1999 s. 44)

Where application is made to the Official Receiver to authorize the liquidator in a winding up by the court to make his payments into and out of a special bank account, the Official Receiver may grant such authorization for such time and on such terms as he may think fit, and may at any time order the account to be closed if he is of opinion that the account is no longer required for the purposes mentioned in the application.

In a winding up by the court, the provisional liquidator, until a liquidator is appointed under the Ordinance or by the court, and thereafter the liquidator, shall keep a book to be called the “Cash Book” (which shall be in such form as the Official Receiver may from time to time direct) in which he shall (subject to the provisions of the rules as to trading accounts) enter from day to day the receipts and payments made by him. (46 of 2000 s. 40)

In a winding up by the court, a liquidator other than the Official Receiver, shall submit the record and Cash Book, together with any other requisite books and vouchers, to the committee of inspection (if any) when required, and not less than once every 3 months.

In a creditors voluntary winding up the liquidator shall keep such books as the committee of inspection or if there is no such committee as the creditors direct and all books kept by the liquidator shall be submitted to the committee of inspection or if there is no such committee to the creditors with any other books documents papers and accounts in his possession relating to his office as liquidator or to the company as and when the committee of inspection or if there is no such committee the creditors direct.

Where in a winding up by the court or in a creditors voluntary winding up, the committee of inspection are of opinion that any part of the cash balance standing to the credit of the account of the company should be invested, they shall so advise the liquidator and the liquidator shall inform the Official Receiver in writing accordingly.

Where the committee of inspection in any such winding up are of opinion that it is advisable to sell any of the securities in which the moneys of the company’s assets are invested or to withdraw any money of the company’s assets held on deposit, they shall so advise the liquidator and the liquidator shall inform the Official Receiver in writing accordingly. (L.N. 197 of 1987)

Where there is no committee of inspection in any such winding up as is mentioned in paragraphs (1) and (2) and members’ voluntary winding up a case has in the opinion of the liquidator arisen under section 295 of the Ordinance for an investment of funds of the company, a withdrawal of funds of the company held on deposit in a bank or a sale of securities in which the company’s funds have been invested, the liquidator shall inform the Official Receiver in writing accordingly, stating the facts on which his opinion is founded and requesting the Official Receiver to make the investment, withdrawal or sale. (L.N. 197 of 1987)

The committee of inspection must audit the liquidator’s Cash Book not less than once every 3 months.

When the Cash Book has been audited, the committee of inspection must issue a certificate in the prescribed form certifying that the Cash Book has been audited by the committee. (See Form 86)

The liquidator shall, at the expiration of 6 months from the date of the winding up order, and at the expiration of every succeeding 6 months thereafter until his release, transmit to the Official Receiver a copy of the Cash Book for such period and copies of the certificates of audit by the committee of inspection. He shall also forward with the first accounts, a summary of the company’s statement of affairs and a copy of any supplementary affidavit in relation to that statement, showing on the summary the amounts realized, and explaining the cause of the non-realization of such assets as may be unrealized. The liquidator shall also at the end of every 6 months forward to the Official Receiver, with his accounts, a report upon the position of the liquidation of the company in such form as the Official Receiver may direct. (14 of 2016 s. 165)

When the assets of the company have been fully realized and distributed, the liquidator shall forthwith send in his accounts to the Official Receiver, although the 6 months may not have expired.

The accounts sent in by the liquidator shall be certified to be correct by him. (L.N. 50 of 1964; L.N. 247 of 1994)

Where the liquidator carries on the business of the company, he shall keep a distinct account of the trading, and shall incorporate in the Cash Book the total weekly amounts of the receipts and payments on such trading account.

The trading account shall from time to time, and not less than once in every month, be certified to be correct by the liquidator in writing, and the liquidator shall thereupon submit such account to the committee of inspection (if any) or such member thereof as may be appointed by the committee for that purpose, who shall examine and certify the same. (See Form 88) (L.N. 50 of 1964; L.N. 247 of 1994)

Subject to the proviso to section 203(5) and the proviso to section 203(6)(b) of the Ordinance, the liquidator—

Where under the proviso to section 203(5) or the proviso to section 203(6)(b) of the Ordinance the Official Receiver dispenses with compliance with that section, he may, if he thinks fit, give a written certificate to that effect which shall be filed with the proceedings in the winding up and shall render an application to the court unnecessary. (L.N. 201 of 1984; 22 of 2023 s. 25)

The cost of printing and posting such copies shall be a charge upon the assets of the company.

Upon a liquidator resigning, or being released or removed from his office, he shall deliver over to the Official Receiver, or as the case may be, to the new liquidator, all books kept by him, and all other books, documents, papers, and accounts in his possession relating to the office of liquidator. The release of a liquidator shall not take effect unless and until he has delivered over to the Official Receiver, or as the case may be to the new liquidator, all the books, papers, documents, and accounts which he is by this rule required to deliver on his release.

Paragraphs (1B) and (1C) apply if a liquidator has passed away and the personal representative of the deceased liquidator has applied to the court for the release of the deceased liquidator. (14 of 2016 s. 166)

On the grant of the release, the personal representative must deliver over to the Official Receiver, or (if a new liquidator has been appointed) to the new liquidator—

The release does not take effect unless and until paragraph (1B) has been complied with. (14 of 2016 s. 166)

The court may, at any time during the progress of the liquidation, on the application of the liquidator or the Official Receiver, direct that such of the books, papers, and documents of the company or of the liquidator as are no longer required for the purpose of the liquidation, may be sold, destroyed, or otherwise disposed of.

Where the bill or charges of any solicitor, manager, accountant, auctioneer, broker, or other person employed by an Official Receiver or liquidator, is or are payable out of the assets of the company, a certificate in writing, signed by the Official Receiver or liquidator, as the case may be, shall on the taxation be produced to the taxing officer setting forth whether any, and if so what, special terms of remuneration have been agreed to. (14 of 2016 s. 167)

If a bill of costs of a solicitor is produced to the taxing officer on the taxation of the bill, it must be accompanied by—

Subject to paragraph (2), if the bill of costs, charges and disbursements of a person employed by the Official Receiver or the liquidator, incurred in a winding up by the court, exceed $3,000 in the aggregate, such bill of costs, charges and disbursements shall be taxed by the Registrar. (14 of 2016 s. 168)

Taxation is not required if the bill of costs, charges and disbursements has been approved by a committee of inspection by resolution. (14 of 2016 s. 168)

Where a liquidator or special manager in a winding up by the court receives remuneration for his services as such, no payment shall be allowed on his accounts in respect of the performance by any other person of the ordinary duties which are required by Ordinance or rules to be performed by himself.

Where a liquidator is a solicitor he may contract that the remuneration for his services as liquidator shall include all professional services.

The assets of a company in a winding up by the court, remaining after payment of the fees and expenses properly incurred in preserving, realizing or getting in the assets, including where the company has previously commenced to be wound up voluntarily such remuneration, costs, and expenses as the court may allow to a liquidator appointed in such voluntary winding up shall, subject to any order of the court, be liable to the following payments, which shall be made in the following order of priority, namely—

First.—The fees, percentages and charges payable to, or costs, charges and expenses incurred by or authorized by, the Official Receiver, whether acting as Official Receiver or liquidator, including the costs of any person properly employed by him.

Next.—The taxed costs of the petition, including the taxed costs of any person appearing on the petition whose costs are allowed by the court but excluding the interest on such costs. (46 of 2000 s. 40)

Next.—The remuneration of and any fees, disbursements and expenses properly incurred by the special manager (if any). (46 of 2000 s. 40)

Next.—The costs and expenses of any person who makes the statement of affairs of the company or a supplementary affidavit in relation to that statement. (14 of 2016 s. 169)

Next.—The taxed charges of any shorthand writer appointed to take an examination:

Provided that where the shorthand writer is appointed at the instance of the Official Receiver the cost of the shorthand notes shall be deemed to be an expense incurred by the Official Receiver in getting in and realizing the assets of the company.

Next.—The necessary disbursements of any liquidator, other than the Official Receiver, appointed in the winding up by the court or under the Ordinance, other than expenses properly incurred in preserving, realizing or getting in the assets heretofore provided for. (46 of 2000 s. 40)

Next.—The costs of any person properly employed by any liquidator, other than the Official Receiver, appointed in the winding up by the court or under the Ordinance. (46 of 2000 s. 40)

Next.—The remuneration of any liquidator, other than the Official Receiver, appointed in the winding up by the court or under the Ordinance. (46 of 2000 s. 40)

Next.—The actual out-of-pocket expenses necessarily incurred by the committee of inspection, subject to the approval of the Official Receiver.

Next.—The reasonable expenses incurred directly by members of the committee of inspection or their representatives in respect of travelling within Hong Kong—

A payment in respect of a bill or charges of a solicitor, manager, accountant, auctioneer, broker or other person is only allowed out of the assets of a company on proof that the payment has been allowed by the Registrar, unless it is—

Before allowing the bill or charges mentioned in paragraph (2), a taxing officer must be satisfied that—

Despite paragraphs (2) and (2A), the Official Receiver, when acting as a liquidator, may, without taxation, pay and allow the costs and charges of a person (other than a solicitor) employed by the Official Receiver, if the costs and charges—

Nothing contained in this rule shall apply to or affect costs which, in the course of legal proceedings by or against a company which is being wound up by the court, are ordered by the court in which such proceedings are pending or a judge thereof to be paid by the company or the liquidator, or the rights of the person to whom such costs are payable.

All money in the hands or under the control of a liquidator of a company representing unclaimed dividends, which for 6 months from the date when the dividend became payable have remained in the hands or under the control of the liquidator, shall forthwith, on the expiration of the 6 months, be paid into the companies liquidation account.

In a voluntary winding up all other money in the hands or under the control of a liquidator of a company, representing unclaimed or undistributed assets, which under section 285(1) of the Ordinance, the liquidator is to pay into the companies liquidation account, shall be ascertained as on the date to which the statement of receipts and payments sent in to the Registrar of Companies is brought down, and the amount to be paid to the companies liquidation account shall be the minimum balance of such money which the liquidator has had in his hands or under his control during the 6 months immediately preceding the date to which the statement is brought down, less such part (if any) thereof as the Official Receiver may authorize him to retain for the immediate purposes of the liquidation. Such amount shall be paid into the companies liquidation account within 14 days from the date to which the statement of account is brought down. (L.N. 201 of 1984)

Notwithstanding anything in this rule, any moneys representing unclaimed or undistributed assets or dividends in the hands of the liquidator at the date of the dissolution of the company shall forthwith be paid by him into the companies liquidation account.

A liquidator whose duty it is to pay into the companies liquidation account money representing unclaimed or undistributed assets of the company shall pay in the same through the Official Receiver and shall be entitled to a certificate of receipt for the money so paid in Form 105. (See Form 105)

In a voluntary winding up money invested or deposited at interest by a liquidator shall be deemed to be money under his control, and when such money forms part of the minimum balance payable into the companies liquidation account pursuant to paragraph (2), the liquidator shall realize the investment or withdraw the deposit, and shall pay the proceeds into the companies liquidation account, provided that where the money is invested in Government securities, or such securities as the court may direct, such securities, may, with the permission of the court, be transferred to the control of the Official Receiver instead of being forthwith realized and the proceeds thereof paid into the companies liquidation account. In the latter case, if and when the money represented by the securities is required wholly or in part for the purposes of the liquidation, the Official Receiver may realize the securities wholly or in part and pay the proceeds of realization into the companies liquidation account and deal with the same in the same way as other moneys paid into the said account may be dealt with. (L.N. 201 of 1984)

In a voluntary winding up, the Official Receiver may at any time order any such person to submit an account verified by affidavit of the sums received and paid by him as liquidator of the company and may direct and enforce an audit of the account. (See Forms 92 to 96) (L.N. 201 of 1984)

For the purposes of section 285 of the Ordinance, and the rules, the court shall have, and, at the instance of the Official Receiver, may exercise all the powers conferred by the Bankruptcy Ordinance (Cap. 6) with respect to the discovery and realization of the property of a debtor, and the provisions of Part I of that Ordinance with respect thereto shall, with any necessary modification, apply to proceedings under section 285 of the Ordinance.

A liquidator in a winding up by the court before making application to the court for his release, shall give notice of his intention so to do to all the creditors who have proved their debts and to all the contributories, and shall send with the notice a summary of all receipts and payments in the winding up. (See Forms 98, 99 & 100)

If a liquidator in a winding up by the court has passed away and the personal representative of the deceased liquidator intends to apply to the court for the release of the deceased liquidator, the personal representative must, before making the application—

When the court has granted to a liquidator his release, a notice of the order granting the release shall be published by the specified means. The liquidator shall provide the requisite payment for publishing the notice, which he may charge against the company’s assets. (22 of 2023 s. 78)

When the court has granted the release of a deceased liquidator, a notice of the order granting the release must be published by the specified means. (14 of 2016 s. 170; 22 of 2023 s. 78)

The person who applied for the release must provide the necessary payment for publishing the notice of the order under paragraph (3). (14 of 2016 s. 170)

The payment may be charged against the company’s assets. (14 of 2016 s. 170)

The court may order that the books and papers of a company which has been wound up shall not be destroyed for such period (not exceeding 5 years from the dissolution of the company) as the court thinks proper.

Any creditor or contributory may make representations to the court with regard to the destruction of such books and papers.

A resolution for the destruction of the books and papers of such a company within the said period of 5 years or any shorter period fixed by an order of the court in force at the date of such resolution shall not take effect until the expiration of such period 5 years or of such shorter period unless the court shall otherwise direct.

At least one week’s notice shall be given to the Official Receiver of any application to the court for an order for destruction of the books and papers of a company before the expiration of such period of 5 years or shorter period.

Judicial notice shall be taken of the appointment of the Official Receivers appointed by the Chief Executive.

When the Chief Executive appoints any officer to act as deputy for or in the place of an Official Receiver notice thereof shall be given in the Gazette.

Any person so appoints shall, during his tenure of office, have all the status, rights, and powers, and be subject to all the liabilities of an Official Receiver.

Where a liquidator is appointed by the court in a winding up by the court, the Official Receiver shall account to the liquidator.

If the liquidator is dissatisfied with the account or any part thereof, he may report the matter to the court, which shall take such action (if any) thereon as it may deem expedient.

The provisions of these rules as to liquidators and their accounts shall not apply to the Official Receiver when he is liquidator, but he shall account in such manner as the court may from time to time direct.

An application by the Official Receiver to the court to examine on oath the liquidator or any other person under section 204 of the Ordinance—

The report shall be signed by the Official Receiver; and shall for the purposes of such application be prima facie evidence of the statement therein contained.

The Registrar of the court shall keep books according to the Forms in the Appendix, and the particulars given under the different heads in such books shall be entered forthwith after each proceeding has been concluded.

The books shall at all times be open to inspection by the Official Receiver, and the officers of the court whose duty it is to keep the books prescribed by these rules shall furnish the Official Receiver with such information and returns as the Official Receiver may from time to time require. (See Forms 101 & 102)

All notices subsequent to the making by the Court of a winding-up order in pursuance of the Ordinance or the rules requiring publication by the specified means must be published or given by the Official Receiver or the liquidator, as may be appropriate. (See Forms 103, (1) to (9)) (22 of 2023 s. 80)

Paragraph (3) applies if—

The responsible person must republish by the specified means such order or matter with the necessary amendments and alterations in the prescribed form. (22 of 2023 s. 80)

Subject to any order made by the court, the fee for republishing such order or matter must be paid at the expense of the company’s assets. (22 of 2023 s. 80)

In paragraph (2)—

Whenever the Gazette contains any advertisement relating to any winding-up proceedings the Official Receiver or liquidator as the case may be shall file with the proceedings a memorandum referring to and giving the date of the advertisement. (See Form 104)

In the case of an advertisement in a local paper, the Official Receiver or liquidator as the case may be shall keep a copy thereof and a memorandum referring to and giving the date of the advertisement shall be placed on the file.

For this purpose one copy of each local paper in which any advertisement relating to any winding-up proceeding in the court is published, shall be left with the Official Receiver or liquidator as the case may be by the person who publishes the advertisement. (22 of 2023 s. 81)

In the case of an advertisement relating to any winding-up proceeding in a medium other than the Gazette or a local paper, the Official Receiver or liquidator as the case may be must file with the proceeding a memorandum referring to, and giving the date of, the advertisement. (22 of 2023 s. 81)

A memorandum under this rule shall be prima facie evidence that the advertisement to which it refers was duly published in the issue of the Gazette or newspaper, or in the medium, mentioned in it. (22 of 2023 s. 81)

Where any money is seized or received by the bailiff in part satisfaction of an execution against the goods of a company the same shall be paid into court to the credit of a ledger account in the name of the bailiff with a sub-title in the matter of the action and if, before the completion of the execution by the receipt or recovery of the full amount of the levy, notice is served on the bailiff that a provisional liquidator has been appointed or that a winding-up order has been made or that a resolution for voluntary winding-up has been passed or that a winding-up statement made under section 228A of the Ordinance has been delivered to the Registrar of Companies under that section, the bailiff shall forthwith inform the Registrar of the service of such notice and the Registrar shall, on being so required, deliver any money so seized or received in part satisfaction of the execution to the liquidator after deducting therefrom the costs of the execution.

Where under an execution in respect of a judgment for a sum exceeding $200 the goods of a company are sold or money is paid in order to avoid a sale, the proceeds of sale or money paid in order to avoid a sale shall be paid into court to the credit of a ledger account in the name of the bailiff with a sub-title in the matter of the action and shall be retained for 14 days from the date of such sale or payment in order to avoid sale, and if within such 14 days notice is served on the bailiff of a petition for the winding up of the company having been presented or of a winding-up statement made under section 228A of the Ordinance having been delivered to the Registrar of Companies under that section or of a meeting having been called at which there is to be proposed a resolution for the voluntary winding up of the company, the bailiff shall forthwith notify the Registrar of the service of such notice and if an order is made or a resolution is passed, as the case may be, for the winding up of the company, the Registrar shall deduct the costs of the execution and shall pay the balance to the liquidator.

Payment by the bailiff into court in pursuance of this rule shall be a good discharge to him as against the liquidator.

No proceedings under the Ordinance or the rules shall be invalidated by any formal defect or by any irregularity, unless the court is of opinion that substantial injustice has been caused by the defect or irregularity, and that the injustice cannot be remedied by any order of the court. (L.N. 235 of 1996)

No defect or irregularity in the appointment or election of an Official Receiver, liquidator, or member of a committee of inspection shall vitiate any act done by him in good faith.