Description
COMPANIES (WINDING-UP) RULES.
ARRANGEMENT OF RULES.
Rule. Preliminary. Page.
1. Application of rules ................44
2. Interpretation of terms .............44
3. Use of forms in Appendix ............45
Court and Chambers.
4. Office of Registrar in the court ....1 45
5. Matters in court to be heard in court and chambers 45
6. Applications in chambers ............46
7. Motions and summonses ...............46
8. Times for holding court .............47
Proceedings.
9. Title of proceedings ................47
10. Written or printed proceedings .....47
11. Process to be sealed ...............47
12. Issue of summonses .................48
13. Orders .............................48
14. File of proceedings in office of Registrar 48
15. Office copies ......................48
16. Inspection of file .................48
17. Use of file by Official Receiver ...49
18. Defacement of stamps ...............49
Service and Execution of Process and Enforcement
of Orders.
19. Duties of bailiff ..................49
20. Service ............................49
21. Enforcement of orders ..............50
Petition.
22. Forip of petition ..................50
23. Presentation of petition ...........50
24. Advertisement of petition ..........50
25. Service of. petition ...............51
26. Verification of petition ...........51
27. Copy of petition to be furnished to creditor or contributory. 52
Provisional Liquidator.
28. Appointment of provisional liquidator 52
Hearing of Petitions and Orders Made Thereon.
29. Attendance before hearing to show compliance with rules 53
30. Notice by persons who intend to appear 53
31. List of names and addresses of persons who appear on the
petition ...............................54
32. Affidavits in opposition and reply .54
33. Substitution of creditor or contributory for withdrawing
petitioner .............................54
Rule. Order to Wind up a Company. Page.
34. Notice that winding-up order has been pronounced to be
given to Official Receiver .............55
35. Drawing up and contents of winding-up order 55
36. Transmission and advertisement of winding-up order 55
Special Manager.
37. Appointment of special manager .....56
38. Accounting by special manager ......5 6
Statement of Affairs.
39. Preparation of statement of affairs 56
40. Exiension of time for submitting statement of alYairs 57
41. Information subsequent to statement of affairs 57
42. Default ............................57
43. Expenses of statement of affairs ...57
44. Dispensing with statement of affairs 57
Appointment of Liquidator in a Winding up by the Court.
45. Appointment' of liquidator on report of meetings of creditors
and contributories .......................58
Notice of Appointment of Liquidator.
46. Noticeof appointmentof liquidator ....59
Security by Liquidator or Special Manager in a
Winding up by the Court.
47. Security to satisfaction of Official Receiver 59
48. Failure to give or keep up security ..60
Public Examination.
49. Report of Official Receiver to be filed 60
50. Appointment of time for consideration of report 60
51. Consideration of report ..............61
52. Order for public examination .... 61
53. Application for day for holding examination 61
54. Appointment of time and place for public examination 61
55. Notice of public examination to creditors and contributories. 61
56. (1) Default in attending .............61
(2) Warrants of arrest ............................................. 62
57. Notes of examination to be filed .....62
Proceedings by or against Directors, Promoters,
and Officers.
58. Application by or against delinquent directors, officers and
promoters ................................ 62
59. Use of depositions taken at public examinations 63
Witnesses and Depositions.
60. Shorthand notes ......................64
61. Committal of contumacious witness ....64
62. Depositions at private examinations ..65
Disclaimer.
Rule. Page.
63. Disclaimer ...........................66
Vesting of Disclaimed Property.
64. Vesting of disclaimed property .......66
Arrangements ivith Creditors and Contributories in a
Winding up by the Court.
6.5. Report by Official Receiver on arrangements and compromises. 67
Collection and Distribution of Assets in a Winding up
by the Court.
66. Collection and distribution of company's assets by liquidator. 67
67. Power of liquidator to require delivery of property 68
List of Contributories in a Winding up by the Court.
68. Liquidator to settle list of contributories 68
69. Appointment of time and place for settlement of list 68
70. Settlement of list of contributories .69
71. Notice to contributories .............69
72. Application to the court to vary the list 69
73. Variation of or addition to list of contributories 69
Calls.
74. Calls by liquidator ..................69
75. Application to the court for leave to make a call 70
76. Document making the call ....................................... 71
77. Service of noLice of a call .......... 71
78. Enforcement of call ..................71
Proofs.
79. Proof of debt ........................71
80. Mode of proof ........................71
81. Verification of proof ................ 72
82. Contents of proof ....................72
83. Statement of security ........................................... 72
84. Proof before whom sworn .............. 72
85. Costs of proof .......................72
86. Discount .............................72
87. Periodical payments ..................72
88. Interest .............................72
89. Proof for debt payable at a future time 73
90. Workmen's wages ......................73
91. Production of bills of exchange and promissory notes 73
92. Transmission of proofs to liquidator .73
Admission and Rejection of Proofs and Preferential
Claims, and Appeal to the Court.
93. Notice to creditors to prove .........74
94. Examination of proof .................74
95. Appeal by creditor ...................74
96. Expunging at instance of liquidator ..75
97. Expunging at instance of creditor ....75
Rule. Page.
98. Oaths ...............................75
99. Official Receiver's powers ..........75
100. Filing proofs by Official Receiver .75
101. Proofs to be filed .................75
102. Procedure where creditor appeals ................................ 76
,103. Time for dealing with proofs by Official Receiver 1 ... ... 76
104. Time for dealing with proofs by liquidator 76
105. Cost of appeals from decision as to proofs 7 6
General Meetings of Creditors and Contributories in
Relation to a Winding up by the Court.
106. First meetings of creditors and contributories 76
107. Notice of first meetings ............................... 77
108. Summoning of first meetings ........77
109. Form of notices.of first meetings ..77
110. Notice of first meetings to officers of company 77
111. Summary of statement of affairs ....77
General Meetings of Creditors and Contributories in
Relation to a Winding up by the Court and of
Creditors in Relation to a Creditors Voluntary
Winding up.
112. Liquidator's meeting of creditors and contributories 78
113. Application of rules as to meetings 78
114......................................Summoning of meetings 79
115..........Proof of notice ........................................................................ 79
116......................................Place of meetings 79
117......................................Costs of calling meeting 80
118..........................Chairman of meeting : 1 so
119. Ordinary resolution of creditors and contributories 80
120. Copy of resolution to be filed .....81
121. Non-reception of notice by a creditor 81
122. Adjournment ........................81
123. Quorum .............................81
124......................................Creditors entitled to vote 81
125. Cases in which creditors may not vote 82
126. Votes of secured creditors .........82
127. Creditor required to give up security 82
128. Admission and rejection of proofs for purpose of voting 83
129......................................Statement of security 83
130......................................Minutes of meeting 83
Proxies in relation to a Winding up by the Court, and to
meetings of Creditors in a Creditors Voluntary
Winding up.
131.................Proxies .............1 83
132......................................Form of proxies 84
133. Forms of proxy to be sent with notices 84
134. General proxies ....................84
135......................................Special Droxies 84
136. Solicitation by liquidator to obtain proxies 84
137. Proxies to Official Receiver or liquidator 85
138. Holder of proxy not to vote on matter in which he is
financially interested .....1 .................. 85
139. Lodgment of proxies ................85
140. Use of proxies by deputy ...........85
141. Filling in where creditor blind or incapable 86
Dividends in a Winding up by the Court.
Rule. Page.
142. Dividends to creditors ...............86
143. Return of capital to contributories ..87
Attendance and Appearance of Parties.
144. Attendance at proceedings ............88
145. Attendance of liquidator's solicitor .89
- - - - Liquidator -and-Committee of--Inspection.-
146. Remuneration of liquidator ...........89
147. Limit of remuneration ................89
148. Dealings with assets .......................... 89
149. Restriction on purchase of goods by liquidator 90
150. Committee of inspection not to make profit 90
151. Costs of obtaining sanction of court .90
152. Sanction of payments to committee ....90
153. Discharge of costs before assets handed to liquidator 91
1,54. Resignation of liquidator ...........91
155. Office of liquidator vacated by his insolvency 92
Payments Into and Out of a Bank.
156. Payments out of bank .................92
157. Special bank account .................92
Books.
158. Record of proceedings ................92
159. Cash Book ............................93
Investment of Funds.
160. Investment of assets in securities and realization of securities. 92
Accounts and Audit in a Winding up by the Court.
161. Audit of Cash Book ...................94
162. Official Receiver's audit of liquidator's accounts 94
163. Liquidator carrying on business ......95
164. Copy of accounts to be filed .........m
165. Summary of accounts ..................95
166. Affidavit of no receipts .............95
167. (1) Proceedings on resignation, &c. of liquidator 96
(2) Disposal of books .....................96
168. Expenses of Sales ....................96
Taxation of Costs.
169. Taxation of costs payable by or to Official Receiver or
liquidator or by Company ..................96
170. Notice of appointment ................97
171. Lodgment of bill .....................97
172. Copy of the bill to be furnished .....97
173. Applications for costs ...............97
174. Certificate of taxation ..............98
175. Certificate of employment ............98
176. Scale of. costs and taxation .........98
177. Review of taxation and appeals thereon 98
Costs and Expenses Payable out of the Assets of
the C ompany.
Rule. Page.
178. Liquidator's charges ...............98
179. Costs payable out of the assets ................................... 99
Statements by Liquidator to the Registrar of Companies.
180. Conclusion of winding up ............100
181. Times of sending liquidator's statements, and regulations
applicable thereto .......................101
182. Affidavit of no receipts or payments 101
Unclaimed Funds and Undistributed Assets in the
Hands of a Liquidator.
183. Payment of undistributed and unclaimed nioney into 102
companies liquidation account ............103
184. Liquidator to furnish information to Official Receiver 103
185. Official Receiver may call for verified accounts 104
186. Application to the court for enforcing an account, and gettin-- 104
in money .................................104
187. Application for payment out. by person entitled
188. Application by liquidator for payment out
Release of Liquidator in a Winding up by the Court.
-189. - -Proceedings- for -release- of -liquidator -104
190. Disposal of books and papers ........105
Official Receivers.
191. Appointment .........................105
192. Removal .............................105
193. Personal performance of duties .................. 106
194. Assistant Official Receivers .*---* --- 106
195. Power of certain officers and Official Receivers' clerks in 106
certain cases to act for Official Receivers ;.
196. Duties where no assets ..............106
197. Accounting by Official Receiver .....106
198. Official Receiver to act for committee of inspection where no 107
- - - -committee of -inspection appointed ;
199. Appeals from Official Receiver ......107
200. Applications under ss. 189 and 262 (3) of the Ordinance 107
Books to be kept and Returns made by Officers
of the Court.
201. Books to be kept by officers of the court 107
Gazetting in a Winding up by the Court.
202. Gazetting notices ...................107
203. Filing memorandum of Gazette notices 108
Arrests and Commitments.
204. To whom warrants may be addressed ...~e .......... 108
205. Prison to which person arrested on warrant is to taken 108
206. Prison to which a person arrested is to be conveyed and
production and custody of persons arrested 109
Miscellaneous Matters.
207. Disposal of monies received after execution 109
208. Enlargement or abridgment of time ...110
209. Formal defect not to invalidate proceedings 110
210. Application of existing procedure ...110
211. Citation.................................................................................................. 110
FORMS IN APPENDIX.
Form. Subject Matter. Rule.Page.
1. Summons (General) ..............7 ill
2. Petition .......................22 ill
3. Petition by Creditor on Simple Contract 22 112
4. Advertisement of Petition ......24 112
5. Affidavit of Service of Petition on Members, etc . 25 113
6. Aflidavit of Service of Petition on Liquidator 25 114
7. -Affidavit -verif ying- Petition 26- -114
8. Affidavit verifying Petition 114
9. Order appointing a Provisional Liquidator before Order
to wind up ........................28 115
10. Notice of Intention to appear on hearing of Petition 30 115
11. List of Parties attending the hearing of a Petition 31 116
12. Notification to Official Receiver of Winding-up Order 34 116
13. Notification to Official Receiver of Order pronounced
for appointment of Provisional Liquidator prior to
Winding-up Order being made .......34 117
14.................................Order for Winding up by the Court 35 117
15.................................Order for Winding up subject to Supervision 36 (2) 118
16.................................Notice of Order to Wind up (for Newspaper) 36 (1) 119
-17................................Affidavit of Special -Manager verifying- Account -- 38 119
18.................................Notice to Creditors of First Meeting 109 120
19.................................Notice to Contributories of First Meeting 109 120
20. Notice to Directors and Officers of Company to attend
First Meeting of Creditors or Contributories 110 121
21. Memorandum of Proceedings at adjourned First Meeting 123 (2) 122
22. List of Creditors or Contributories present-to be used
at every Meeting ..................130 122
23. Statement of AtTairs ..........39 123
24. Report of Result of Meeting of Creditors or
Contributories ....................45 134
25. Order appointing Liquidator ...45 135
26. Certificate that Liquidator or Special Manager has given
Security ..........................47 136
27. Advertisement of Appointment of Liquidator 45 136
28. Notice to Registrar of Companies of Appointment of
Liquidator ........................46 137
29. Order directing a Public Examination 50-52 137
30. Order appointing a Time for Public Examination 54 138
31. Notice to attend Public Examination 54 138
32. Application for Appointment of Shorthand Writer to
take down notes of Public Examination and Order
thereon ...........................60 139
33. Declaration by Shorthand Writer 60 140
34. Notes of Public Examination where a Shorthand Writer
is appointed ......................57 140
35. Notes of Public Examination where a Shorthand Writer
is not appointed ..................57 140
36. Report to the Court where Person examined refuses to
answer to satisfaction of Registrar or Officer 61 141
37. Order on Person to attend at Chambers to be examined (s.207) 141
38. Warrant against Person who fails to attend Examination 56 142
38A. Order directing issue of Warrant of Arrest 56 (2) 142
39. Disclaimer ....................63 143
40. Notice of Disclaimer of Lease .63 143
41. Notice by Liquidator requiring Payment of Money or
Delivery of Books &c to Liquidator 67 144
42. Provisional List of Contributories, to be made out by
Liquidator ........................28 144
43. Notice to Contributories of Appointment to settle List
of Contributories....................................................... 69 145
Form. Subject Matter. Rule. Page.
44. Affidavit of Postage of Notices of Appointment to settle
List of Contributories ............69 146
45. Certificate of Liquidator of Final Settlement of the List
of Contributories .................70 147
46. Notice to Contributory of Final Settlement of List of
Contributories and that his name is included 71 149
47. Supplemental List of Contributories 73 149
48. Affidavit of Service of Notice to Contributory 71 150
49. Order on Application to vary List of Contributories 72 150
50. Notice to each member of Committee of Inspection of
Meeting for sanction to Proposed Call 74 (1) 151
51. Advertisement of Meeting of Committee of Inspection to
sanction Proposed Call ...................... 74 (2) 152
52. Resolution of Committee of Inspection sanctioning Call 74 (4) 152
53. Notice of Call sanctioned by Committee of Inspection,
to be sent to Contributory ........ 77 153
54. Summons for Leave to make a Call 75 153
55. Affidavit of Liquidator in support of Proposal for Call 75 154
56. Adverti~,ernent of Application for Leave to make a Call 75 155
57. Order giving Leave to make a Call 75 155
58. Document making a Call ........76 156
59. Notice to be served with the Order sanctioning a Call 77 156
60. Affidavit in supported of Application for Order for 78 156
Payment of Call
-611 Order for Payment of Call due from a Contributory 78 157
62. -j~ffid-av~t- of-servicie-of - Order-f6r - Payment- Qf Call - * ---78 158
63. Proof of Debt. General Form ...79-84 159
64, Proof of Debt of Workmen ......90 160
65. Notice of Rejection of Proof of Debt . 94 161
66. List of Proofs, to be filed ...101 161
67. Notice to Creditors of Intention to declare Dividend 142 162
68. Certified List of Proofs and Application for issue of
Cheques for Dividend ..........142 162
69. Certified List of Proofs-Special Bank Case ...... 142 163
70. Notice to Persons claiming to be Creditors of Intention
to declare Final Dividend .....142 164
71. Notice of Dividend ........... ---**---*** 142 (3) 164
72. Authority to Liquidator to pay Dividend to another
Person ...................1 ..142 (7) 165
73. Notice of Return to Contributories 143 166
74. Schedule or List of Contributories holding Paid-up
Shares to whom a Return is to be paid 143 167
75. Notice of Meeting. General Form 114 168
76. Affidavit of Postage of Notices of Meeting 115 168
77. Certificate of Postage of Notices. General 115 169
.78. Memorandum of Adjournment of Meeting 122 169
79. Authority to Deputy to act as Chairman of Meeting and
use Proxies ..................118 169
80. General Proxy .....1 ..........132 170
81. Special Proxy .................132 171
82. Application to Official Receiver to authorize a Special
Bank Account ............................... 157 172
83. Order of Official Receiver for' Special Bank Account ... 157 172
84. Certificate and Request by Committee of Inspection as
to Investment of Funds ....... 160 172
85. Request by Committee of Inspection to Official Receiver
to realize Investment ........ 160 173
86. Certificate by Committee of Inspection as to Audit of
Liquidators Accounts ......... 161 173
87. Statutory Declaration verifying Liquidator's Account
under section 188 .................162 174
88. Liquidator's Trading Account under section 188 163 174
89. Statutory Declaration verifying Liquidator's Trading
Account under section.......188 ................................. 163 175
Form. Subject Matter. Rule. Page.
90. Request to deliver Bill for Taxation i 169 175
91. Certificate of Taxation .......174 175
92. Statement of Receipt and Payments and General
Directions as to Statements .. 181-182 176
93. Affidavit verifying Statement of Liquidators Account
under section 269 .................181,182 179
94. Liquidators Trading Account under section 269 181,185 179
95. List of Dividends or Composition 181,185 180
96. List of Amounts Paid or Payable to Contributories 181, 18~ 180
97. Affidavit -- verifying- _ of --- Unclaimed -- and-
Undistributed Funds ...............-184w - 181
98. Notice to Creditors and Contributories
apply for Release .................189 181
99. Application by Liquidator to the Court for Release 189 182
100. Statement to accompany Notice of Application for
Release ...........................189 183
101. Register of Winding-up Orders to be kept in the Court 201 184
102. Register of Petitions to be kept in the Court 201 184
103. Notices for Gazette ..........202 184
fl) Notice of Winding-up. Order.
(2) Notice of First Meetings.
(3) Notice of Day appointed for Public
Examination.
(4) Notice of -Intended Dividend.
(5) Notice of Dividend.
(6) Notice of Return to Contributories.
(7) Notice of Appointment of Liquidator.
(8) Notice of Removal of Liquidator.
(9) Notice of Release of Liquidator.
104. Memorandum of Advertisement or Gazetting 203 187
105. Certificate of receipt for money paid into Companies
Liquidation Account ...............183 (4) 187
COMPANIES (WINDING-UP) RULES.
(Cap. 32, section 281).
(Ordinance No. 39 Of 1932).
[1st January, 1937.]
(The references in the ntargin, 'RI', etc., are to the
English Companies (Winding-up) Rules, 1929).
Preliminary.
1. Subject to the limitation hereinafter mentioned
these rules shall apply to the proceedings in every winding
up under the Ordinance of a company, which shall commence
on and after the date on which these rules come into opera-
tion, 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 institute after the said
date, in the winding up of a company which commenced on
or after the 1st day of 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.proccedings in - a - voluntary winding up, or as
the case may be in a members' voluntary winding up whether
any such voluntary winding up is or is not being continued
under the supervision of the court.
2. In these rules, unless the context or subject-matter
otherwise requires-
'bailiff' means the bailiff of the court and includes an
assistant bailiff;
'company' means a company which is being wound up, or
against which proceedings to have it wound up have
been commenced;
includes any judge thereof;
'creditoir' includes a corporation, and a firm of creditors in
partnership ;
.'gazetted',' means published in the Gazette;
'liquidator' includes an Official Receiver when acting as
liquidator;
'Official Receiver' includes any officer appointed by the
Governor to discharge the duties of Official Receiver
urider the Ordinance and includes a deputy official
receivcr so appointed;
proceedings' means the proceedings in the winding up of
---Conipany under _the- OrdinailEc;-
'1Zegistr,,tr' means the Registrar of the court and includes
a deputy registrar;
((rules' means these rules, and includes the prescribed
fornis;
scaled' means scaled with the seal of the court;
'taxing officer' means the officer of the court whose duty
it is to tax costs in the proceedings of the court under
its ordinary jurisdiction.
3. The forms in the Appendix, where applicable, and
-~7]iere lhey- are riot applicable fornis of the like character,
with such variations as circumstances may require, shall be
used. Where such fornis are applicable ariy costs occasioned
by the use of any other or more prolix forms shall be borne
by or disallowei to the party using the same, unless the
court shall otherwise direct.
Court and Chambers.
4. (1) All proceedings in the winding up of companies
in the court shall be attached to the Registrar, who shall,
together with the necessary clerks and officers, and subject
to the Ordinance and rules, act under the general or special
directions of a judge.
(2) In every cause. or matter within the jurisdiction of
a judge, whether by virtue of the Ordinance or otherwise,
the Registrar shall, in addition to his powers and duties
under the rules, have all the powers and duties of a Master,
Registrar, or Taxing Master.
(i) The following matters and applications in the
court shall be heard before a judge in open court-
(a) petitions;
(b)appeals to the court from the Official Receiver when
acting as Official Receiver and not as liquidator;
(c) applications under section 275 of the Ordinance;
(d) applications 13 ' \7 the Official Receiver or liquidator
tinder subsection (3) of section 269 of the Ordinance,
or an appeal thereunder;
(e) applications for the conlillittal or allY, pcl-son to
prison for contempt ;
public examinations;
(g)applications under subsection (I) Of SCCtiOll 2C52 (f
the Ordinance;
(it) applicatioris to rectify the Register;
(i)such matters and applications as a judge may froni
time to time by an),- general or special orders direct
to be heard before him in open court.
(2) Examinations of persons surrirrioned before the
court under section 2o6 of the Ordinance, shall be held iii
court or in chambers as the court shall direct.
- (3) -Every other matter or application- in the court _undet
the Ordinance to which the rules apply rna.y be heard 'tiid
determined in chambers.
6. Subject to the provisions of the Ordinance arld
rules---
(a)The Registrar may tinder the (,-eiiei-.il ol- special
directions of a judge bear and determine any
application ol. matter which under the Ordinance and
rules may be heard ~ind determined ill chanibers.
(b)Any matter or application before the Registrar may
at any time be adjourned by him to be heard before
a judge.
(c)Any matter or application may, if a judge thinks fit,
be adjourned from chambers to court, or irom
court to chambers.
7. (1) Every application in court other than a petition,
shall be made b - v motion, notice of which shall be served on
every person against whorn an order is Sought, 1101 less thall
two clear days before the day named in the notice for hearing
the motion.
(2) Every application in chambers shall be rilade by
summons, which, unless otherwise ordered, shall be served
on every person against whom an order is sought, and shall
require the person or persons to whom the summons is
addressed to attend at the time and place named in the
summons.
(3) Every application by the liquid ator to the court for.
directions in relation to any particular matter arising under
the winding up shall be made in chambers.
8. Subject to the provisions of the Ordinance, the times
of the sitting of the court in matters of the winding up of
companies shall be those which are appointed for the trans-
action of tile general business of the court, unless a judge
shall otherwise order.
Proceedings.
9. (1) Every proceeding in a winding-up i-natter shall
be dated, and shall, with any necessary additions, be intituled
as follows-
IN THE SUPREME COURT OF HONG KONG.
COMPANY (WINDING-UP). NO. OF 19
In the A1atter of the Companies Ordinance, 1932.
and in the matter of the company to which it relates.
Numbers and dates may be denoted by figures.
(2) The first proceeding in every winding-up matter
shall have a distinctive number assigned to it in the office
of the Registrar, and all proceedings in any matter sub-
sequent to the first proceeding shall bear the same number
as the first proceeding.
10. All proceedings shall be written or printed, or
partly written or partly printed, on paper of the size of 13
inches in len gtli and 8 inches in breadth, or thereabouts,
and must have a stitching margin; but no objection shall
be allowed to any proof or affidavit on account only of its
being written or printed on paper of other size.
11. All orders, summonses, petitions, warrants, process
of any kind (including notices when issued by the court)
and office copies in any winding-up matter shall be scaled.
12. Every summons in a winding-tip matter ill the
court shall be prepared by the applicant or his solicitor,
and issued from the office of the Registrar. A summons,
when scaled, shall be deemed to be issued.
13. Every order, whether made in court or in
chambers, in the winding up of a company shall be drawn
up by the applicant or his solicitor and signed by the Re-
gistrar, unless in any proceeding, or classes of proceedings,
the judge or Registrar who makes the order shall direct
that no order need be drawn tip. Where a direction is
given that no order need be drawn up, the note or memoran-
dum of the order, signed or initialled by the judge ol- the
Registrar making the order, shall be sufficient evidence of
the order having been made.
14. All petitions, affidavits, summonses, orders, proofs,
-notices, -deposit ions, - bi Hs-ofcosts and
the court in a winding-up matter shall be kept and remain
of record in the office of the Registrar and, subject to the
directions of the court, shall be placed in one continuous
file.
15. All office copies of petitions, affidavits, depositions,
papers and writings, or any parts thereof, required by the
Official Receiver or any liquidator, contributory, creditor,
officer of a company, or other person entitled thereto, shall
be provided by the Registrar, and shall, except,~ts to figures,
be fairly written out at length, and be sealed and delivered
out without any Unnecessary dela,
, and in the order in
which they shall have been bespoken.
16. Every person who has been a director ol- officer of
a company which is being wound tip, shall be entitled, free
of charge, and every contributory and every creditor whose
claim or proof has been admitted shall be entitled on pay-
ment of a fee of one dollar for each inspection per diem, at
all reasonable times, to inspect the file of proceedings and
to take copies or extracts frorn any document therein, ol- to
be furnished with such copies or extracts upon payment of
fifty cents per folio of seventy-two words, each figure being
counted as a word.
17. Where, in the exercise of his functions under the
Ordinance or rules, the Official Receiver requiries to inspect
or tise the file of proceedings the Registrar shall (unless the
file is at the time required for use in court or by him) on
request, transmit the file, of proceedings to the Official Re-
ceiver, and the Registrar may, in his discretion, permit the
01 -iis custody fo
fflcial Receiver to retain in I- r such time as
(he. Registrar rnav think fit any file or files of proceedings.
18. Every officer of the court who shall receive any
dOCUment to ~vliicli <in adhesive starnp shall be affixed, shall
immediately upon receipt of the document deface the stamp
thereon and no such document shall be filed or delivered
until the stanip thercon shall have been so defaced.
Service and Execution of Process and Enforcernent
of Orders.
19. (1) It shall be the duty of the bailiff to serve such
orders, summonses, petitions and notices as the court may
reqLiire him to serve ; to execute warrants and other process ;
to attend any sittings of the court if so required by the
court (but riot sittings in chambers); and to do and per-
forin all such things as may be required of him by the
court.
(2) Nothing in this rule shall require any order, sum-
nioris, 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 parti-
cular proceeding by order specially so directs.
20. (1) All notices, summonses, and other documents
other than those of which personal service is required, may
be sent by prepaid post. letter to the last known address ~f
the person to be served therewith ; and the notice, summons,
or document shall be considered as served at the time that
the same ought to be delivered in the due course of post
by the post office, and notwithstanding the same may be
returned by the post office.
(2) No servIce shall be deemed invalid by reason that
the name, or any of the names other than the surname of
the person to be served, has been omitted from the document
containing the person's name, provided that the court is
satisfied that in other respects the service of the document
has been sufficient.
21. Every order of the court made in the exercise of
the powers conferred by the Ordinance and rules, may be
enforced by the court as if it was a judgment or order of
the court made in the exercise of its ordinary jurisdiction.
Petition.
22. Every petition for the winding up of a company by
the court, or subject to the supervision of the court, shall
be in the Forms 2 and - in the Appendix with such varia-
tions as circumstances. may require.
20`. A petition shall be presented at the office of the
shallappoint the. tirne -and- place at 7which-
the petition is to be heard. Notice of the tinie and place
appointed for bearing the petition shall be written on the
petition and sealed copies thereof, and the Registrar may
at any time. before the petition has been advertised, alter the
time appointed, and fix another time.
24. Every petition shall be advertised seven clear days
or such longer time as the court may direct before the
,hearing, as follows-
(a)in the case of a company whose registered office or
if there shall be no such office, then whose prin-
cipal or last known principal place of business is 01*
was situate within the Colony once in the Gazette,
and once at least in two Flong Kong daily news-
papers, or in such other newspaper as the court
directs;
(b)in the case of any other company, once in the
Gazette, and twice at least in one local iie~,\rspaper
circulating in the district where the local register
2~, cl
is kept, or the principal or last principal
place of business, as the case may, be, of such
company is or was situate, or in such other news-
paper as shall be directed by the court;
(c)the advertisement shall state the day on which the
petition was presented, and the name and address
of the petitioner, and of his solicitor and shall
contain ,, note at the foot thereof, stating that any
person who intends to appear on the hearing of
the petition, either to oppose or support, must
send notice of his intention to the petitioner, or
to his solicitor within the time and in the manner
prescribed.---b)7 -rule-,3o,-and ari-advertisement--of-a
petition for the winding up of a company by the
court which does not contain such a note shall
be deemed irregular.
And if the petitioner or his solicitor does not within
tile Linic prescribed or withiii such extended tillic
as the Registrar may allow duly advertise the petition in
the rn'anner prescribed by this rule the appointment of the
tinie and place at which the petition is to be heard shall
be cancelled by the Registrar and the petition shall be
removed from the file unless a judge or the Registrar shall
otherwise direct.
25. Every petition shall, unless presented by the corn-
pany, be served upon the company at the registered office,
if an),, of the company, and if there is no registered office,
then at the principal or last known principal place of
business of the company, if any such.can be found, by
leaving a copy with an), member, officer, or servant of the
compan), there, or in case no such member, officer, or
servant can be found there, then by leaving -a copy at such
registered office or principal p!ace of business, or by serving
it on such member, officer, or servant of the company as the
court may direct; and where the company is being wound
up voluntarily, the petition shall also be served upon' the
liquidator (if any), appointed for the purpose of winding up
the affairs of the company.
26. Every petition for the winding up of a company
by the court, or subject to the supervision of the court,
shall be. verified by an affidavit referring thereto. Such
affidavit shall he made by the petitioner, or by one of the
petitioners, if more than one, or, in case. the petition is
presented by a corporation, by sonic director, secretary, or
other principal officer thereof, and shall be sworn'after and
filed within four days after the petition is presented, and
such affidavit shail be sufficient prli?ia facie evidence of the
statements in the petition.
27. Every contributory or creditor of the company
shall be entitled to be furnished by, the solicitor of the
petitioner with a copy of the petition, within twenty-four
hours after requiring same, upon payri-ient of fifty cents per
folio of seventy-two words for such copy, each figure being
counted as a word.
Provisional Liquidator.
28. (1) After the presentation of a petition, upon the
application of a' creditor, or of a contributory, or of the
company, and upon proof by affidavit of sufficient grounds
for the appointmen t of a pr ovisional liq uidator, the co urt,
if it thinks fit, and upon such terms as in the opinion
of the court shall be just and necessary, may make the
appointment.
(2) The order appointing the provisional liquidator
shall bear the nuti-iber 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.
(3) Subject to any order of the court, if no order for
the winding up of the company is made upon the petition,
or if an order for the winding up of the company on the
petition is rescinded, or if all proceedings on the petition
are stayed, or if an order is rnade containing the voluntary
winding up of the company subject to the supervision of
the court, 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 pro-
visional liquidator, including such surn 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.
(4) Where any person other than the Official Receiver
has been appointed provisional liquidator and the Official
Receiver has taken anY steps for the purpose of obtaining
a statement of affairs or has performed any other duty
prescribed by these rules the provisional liquidator shall
pay the Official Receiver such sum, if any, as the court
directs.
Hearing of Iletilions and. 07ders Made Thereon.
29. After a petition has been presented, the petitioner,
or his solicitor, shall, on a d ay to be appointed by the
Registrar, attend before the Registrar and satisfy him that
the petition has been duly advertised, that the prescribed
affidavit verifying the statements therein and the affidavit
of service (if any) have been duly filed, and that the pro-
visions of the rules as to petitions for winding-up corn-
panies have been duly complied with by the petitioner.
No order for the winding up of a company shall be made
on the petition of any petitioner who has not, prior to
the hearing of the petition, attended before the Registrar
at the tinie appointed, and satisfied him in mariner required
by this rule.
30. Every person who intends to appear on the
hearing of a petition shall serve on, or send by post to,
the petitioner, or his solicitor, at the address stated in the
advertisenient of the petition, notice f his intention. Tlie
notice shall contain tile address of such person, and shall
be signed by him or his solicitor, and shall be served, or
if sent by post shall be posted in such time as in ordinary
course of post to reach the address not later than six o'clock
in the afternoon of the day previous to the day appointed
for the hearing of the petition, or if such day be a Monday,
not later than one o'clock in the afternoon of the Saturday
previous to such day. The notice shall be in Form io
with such variations as circumstances may require. A
person who has failed to comply with this rule shall not,
without the special leave of the court, be allowed to appear
on the bearing of.' the petition.
31. The petitioner, or his solicitor, shall prepare a list
of the names and addresses of the persons who have given
notice of their intention to appear on the bearing of the
petition, and of their respective solicitors, which shall be
in Form ii. On the day appointed for hearing the petiti(II
a fair copy of the list (or if no notice of intention to appear
has been given a statement in writing to that effect) Shall
be handed by the petitioner, or his solicitor, to the court.
prior to the hearing of the petition.
32. (1) Affidavits in opposition lo a pet t on that a
company may be wound tip by or subject to the super-
vision of the court shall be filed within seven 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 ever ' v affidavit in opposition to such a
petition shall be given to the petitioner or his solicitor oil
the day on which the affidavit is filed.
(2) An affidavit in reply to an affidavit filed in opposi-
tion to a petition shall be filed within three days of the
date on which notice of such affidavit is received by the
.petitioner or his solicitor.
33. When a petitioner is no( entitled to present a
petition or whether so entitled or not, where lie (a) fails
to advertise his petition within the titne by these rules
prescribed or such extended time as the Registrar may
allow or (b) consents to withdraw his petition, or to allow
it to be dismissed, or the hearing adjourned, or fails to
appear in support of his petition when it is called on in
court on the day originally fixed for the hearing thereof,
or on any day to which. the hearing has been adjourned,
or (c) if appearing, does not apply for in order in the
terms of the prayer of his petition, the court inay, upoll
such terms as it may think just, substitute as petitioller
any creditor or contributory who in the opinion of the court
would have a right to present a petition, and who is
desirous of prosecutine, the petition. An order to substitute
a petitioner where a petitioner fails to advertise his
petition ,vithin the time prescribed by these rules or coll-
sents to withdraw his petition, be made in chambers at
any time.
0,rde,r to Wind up a Company.
34. When an order for the winding up of a company,
or for the appointment of a provisional liquidator prior
to the making of an order for the winding up of the com-
pany, has been pronounced in court, the Registrar shall,
on the sanic day, send to the Official Receiver a notice
informing hini that the order has been pronounced.
------The-notice rnav be -in -Forins 12 -and i3-respectively,
with Stich varialions as circumstances niav require.
1
35. (1) It shall be the duty crf 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 shall not be necessary for the Registrar to make an
appointment to settle the order unless in any particular case
the special circumstances make an appointment necessary.
(2) An order to wind up a company or for the appoint-
nient of a provisional liquidator shall contain at the foot
thereof a notice stating that it will be the duty of the person
who is at the time secretary or.chief officer of the company,
and of such of the persons who are liable to make out or
concur in making out the company's statement of affairs as
the Official Receiver may require, to attend on the Official
Receiver at such. time and place as he may appoint and to
give hirn all information he may require.
36. (1) When an order that a company be wound up,
or for the appointment of a provisional liquidator has been
made-
(a)three copies of the order scaled.with the seal of the
court shall forthwith be sent by the Registrar to the
Official Receiver;
(b)the Official Receiver shall cause a sealed copy of the
order to be served upon the company by prepaid
letter addressed to it at the registered office of the
company (if any), or if there is no registered office
at its principal or last known principal place of
business, or upon such other person or persons, and
in such other manner as the court may direct, and
if the order is that the company be wound up by, the
court, shall forward to the Registrar of Companies
the copy of the order which by section 170 Of the
Ordinance is directed to be so forwarded by the
company, or otherwise as may be prescribed; '
(c)the Official Receiver shall forthwith cause notice of
the order to be gazetted;
(d)the Official Receiver shall forthwith send notice of
the order to such local paper as the court may from
time to time direct, or, in default of such direction,
as he may select.
(2) An order for the winding up of a company, subject
to the supervision of the court, shall before the expiration
of twelve days from the date thereof be advertised by the
petitioner, once in the Gazette, and shall be served on such
persons (if any) and in SLICI-1 manner as the court shall direct.
Special Manager.
37. An application by the Official Receiver for the
appointment of a special manager shall be supported by a
report of the Official Receiver, which shall be placed on the
file of proceedings. No affidavit by the Official Receiver in
support of the application shall be required.
38. Every special manager shall account to the Official
Receiver, and the special manager's accounts shall be verified
by affidavit, and, when approved by the Official Receiver, the
totals of the receipts and payments shall be added by the
Official Receiver to his accounts.
Statement of Affairs.
39. (1) Every person who under section 175 Of the
Ordinance, has been required by the Official Receiver to
submit and verify a statement as to the affairs of a cornpany
shall be furnished by the Official Receiver with forms wid
instructions for the preparation of the statement. The state-
ment shall be made out in duplicate, one copy of which shall
be verified by affidavit. The Official Receiver shall cause to
be filed with the Registrar the verified statement of affairs.
(2) The Official Receiver may from time to time hold
personal interviews with every such person for the purpose
of investigating the company's affairs, and it shall be the
duty of every such person to attend on the Official Receiver
at such time and place as the Official Receiver may appoint
and give the Official Receiver all information that he may
require.
40. When any person requires any extension of time for
submitting the statement of affairs, lie shall apply to the
Official Receiver, who may, if he thinks fit, give a written
certificate extending the time, which certificate shall be filed
with the proceedings in the winding up and shall render an
application to the court unnecessary.
41. After the statement of affairs of a company has been
submitted to the Official Receiver it shall be the duty of each
person who has made or concurred in making it, if and when
required, to attend on the Official Receiver and answer all
such questions as may be put to him, and give all such
further information as may be required of him by the Official
Receiver in relation to the statement of affairs.
42. Any default in complying with the requirements of
Section 175 of the Ordinance, may be reported by the Official
Receiver to the court.
43. A person who is required to make or concur in
making any statement of affairs of a company shall, before
incurring any costs or expenses in and about the preparation
and making of the statement, apply to the Official Receiver
for his sanction, and submit a statement of the estimated
costs and expenses which it is intended to incur; and, except
by order of the court, no person shall be allowed out of the
assets of the company any costs or expenses which have
not before being incurred been sanctioned by the Official
Receiver.
44. (1) Any application to dispense with the require-
rrients of section 175 of the Ordinance shall be supported by a
report of the Official Receiver showing the special circum-
stances which in his opinion render such a course desirable.
(2) When the court has made an order dispensing with
the requirements of the said section, it may give such con-
sequential 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.
Appointment of Liquidator in a Winding tip by the Court.
45. (1) As soon as possible after the first illect*lilgs
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.
(2) Upon the result of the meetings of creditors and
contributories being reported to the court^, the court may,
if the meeting of creditors and the meeting of contributories
have each passed the same resolutions, or if the resolutions
Passed at the two ineetings-are- identical -- i - n - effect, upon the
application of the Official Receiver, forthwith make the
appointments necessary for giving effect to such resolutions.
In any other case the court shall, on the application of the
Official Receiver, 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.
---(3)--_When a-time and _place have-been-fixed for-the
consideration of the resolutions and determinations of the
meetings, such time and place shall be advertised by the
Official Receiver in such manner as the court shall direct,
but so that the first or only advertisement shall be published
not less than seven days before the time so fixed.
(4) Upon the consideration of ' the resolutions and deter-
minations of the meetings the court shall hear the Official
Receiver and any creditor or contributory.
(5) If a liquidator is appointed, a copy of the order
appointing him shall be transmitted by him to the Official
Receiver and the Official Receiver shall, as soon as the
liquidator has given security,, cause notice of the appoint-
ment to be gazetted. The expense of gazetting the notice
of the appointment shall be paid by the liquidator, but may
be charged by him on the assets of the company. '
(6) Every appointment of a liquidator or committee of
inspection shall be advertised b), the liquidator in such
rnanner as the court directs immediately after the appoint-
ment has been inade, and the liquidator has given the
required security.
(7) If a liquidator in a winding up by the court shall
die, or- resign, or be removed, another liquidator may be
appointed in Iii-s---p-la-c6-in tl-ic-sinie-m--a-iiner-as in the-case-of
't tirst appointnt
ent, and the Official Receiver shall, on the
request of riot 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 igo of the Ordinance
in which case the Official Receiver shall remain liquidator.
Notice of Appointment of Liquidator.
46. The notice of the appointment of a liquidator
required by section 238 of the Ordinance shall be in Form
28 in the Appendix.
Sec,u,rlli,y by Liquidator or Special Manager in a
WI,Pull.n.g up by the Court.
47. In the case of a special manager or a liquidator
other than the Official Receiver, the following provisions
as to security shaH have effect, namely-
(a)the security shall be given to such officers or
persons, and in such nialiner as the Official Re-
ceiver may frorn time to time direct;
(b)it shall n ot be necessary that security shall be
given in each separate winding up; but security may
be given either specially in a particular winding
up, or generally, to be available for any winding
up in which the person giving security may be
appointed, either as liquidator or special manager;
(c)the Official Receiver shall fix the amount and
nature of such security, and may from tirne to
time, as lie thinks fit, either increase or. diminish
the amount of special or general security which
any person has given ;
(d) the certificate of the Official Receiver that a
liquidator or special manager has given security
to his safisfaction shall be filed with the Regis
trar;
(e) the cost of furnishing the required security by a
liquidator or special manager, including any
premiums which he may pay to a guarantee
society, shall be borne by him personally, and
shall not be charged against the assets of the com-
pany as an expense incurred in the winding up.
48. (1) If a liquidator or special manager fails to
give the required security within the time stated for that
purpose in the order appointing him, or any extension
thereof, the Official Receiver shall report such failure to
the court, who may thereupon rescind the order appointing
the liquidator or special manager.
(2) If a liquidator or special manager fails to keep
up his security, the Official Receiver shall report such
failure to the court, who may thereupon remove the
liquidator or special manager, and make such order as to
costs as the court shall think fit.
(3) Where an order is made under this rule rescinding
an order for the appointment of or removing a liquidatior,
the court may diret 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.
Public Examinations
49. A report made by the Official Receiver pursuant
to subsection (2) of section 176 of the Ordinance shall state,
in a narrative form, the facts and matters which the Official
Receiver desires to bring to the notice of the court, and
his opinion as required by the said section.
50. The Official Receiver may apply to the court to
fix a day for the consideration of the report, and on such
application the court shall appoint a day on which the
report shall be considered.
1 51. 'I'lle consideration of the report shall be before a
judge personalfy in chambers, and the Official Receiver
shall personally, or by counsel or solicitor, attend the con-
sideration of the report, and give the court any further
information or expkination with reference to the matter
stated in the report which the court may require.
52. An order under section 207 of the Ordinance
directing any person or persons to attend for public
examination shall be in Form 29 with such variations as
circumstances may require.
53. Upon an order directing a person to attend for
public examination being made, the Official Receiver shall
apply for the appointment of a day on which the public
examination is to be held.
------ - -----
54. A day and place shall be appointed for holding
the public examination, and notice of the day and place
so appointed shall be given by, the Official Receiver to the
person who is to be examined by sending such notice in
a registered letter addressed to his usual or last known
a d d ress.
(i) The Official Receiver shall give notice of the
time and place appointed for holding a public examination
to the creditors and contributories by advertisement in such
newspapers as the court from time to time may direct, or
in default of any such direction as the Official Receiver
thinks fit, and shall also cause notice of the appointment to
be gazetted.
(2) Where an adjournment of the public examination
has been directed, notice of the adjournment shall not, unless
otherwise directed by the court, be advertised.
56. (1) If any person who has been directed by the
court to attend for public examination fails to attend at the
time and place appointed for holding or proceeding with
the same, and no good cause is shown by him for such
failure, or if before the day appointed for the examination
the Official Receiver satisfies the court that such person has
absconded, or that there is reason for believing that he is
about to abscond with the view of avoiding examination,
it shall be lawful for the court, upon its being proved to the
satisfaction of the court that notice of the order and of the
time and place appointed for attendance it the public
examination was duly served, without an), 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.
(2) A warrant of arrest issued by the court under this
rule shall be issued in the Registry of the Suprerne Court
pursuant to an order of the court directing such issue.
57. The notes of every public examination shall, after
being signed as required by section 207 (7) of the Ordinance,
be filed with the Registrar.
Proceedings bi, or again.st Directors, Ilroinoters,
---- and- - Officers.---
58. (1) An application tinder any of the following pro-
visions of the Ordinance-
(a) section 261
(b) subsection (1), (2) or (4) of section 260;
(c) section 208;
(d) subsection (2) of section 343,
-shall be made by a summons returnable iri-tlie-first instance-
in chambers, in which summons shall be stated the nature
of the declaration or order for whi.ch application is made,
and the grounds of the application, and which summons,
unless otherwise ordered by the court, shall be served, in
the rrianner in which an originating summons is required
by the Code of Civil Procedure to be served, on every person
against whom an order is sought, not less than eight 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 lie proceeds
which are vertified by affidavit, or derived from sworn
evidence in the proceedings. Where the application is made
by any other person it shall be supported b), affidavit to
be filed.by him.
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 four days
before the hearing of the summons.
(2) 0 n 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
ci-oss-exam--i-iia-t-i-on-- e-i-th-e-r--be.,fo-re-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.
59. Where in the course of the proceedings in a
winding-up by-the-court an-order has been -made-for the
public examination of persons named in the order pursuant
to section 207 of the Ordinance, then in any proceedings
subsequently instituted under any of the provisions of the
Ordinance mentioned in paragraph (i) of rule 58, the verified
notes of the examination of each person who was examined
under the order shall, subject as hereinafter mentioned, and
to any order or directions of the court as to the manner and
extent in and to which the notes shall be used, and subject
to all just exceptions to the admissibility in evidence against
any partiCLIlar person or persons of any of the statements
contained in the notes of the exami nations, be admissible
in evidence against any of the persons against whom the
application is made, who, under section 207 of the Ordin-
ance, and the order for the public examination, was or
had the o portunity of being present at and taking part
p
in the examination Provided that before any such notes
of a public examination shall be used on any such applica-
tion, the person intending to tise the same shall, not less
than fifteen days before the (Jay appointed for hearing the
application, give notice of such intention to each person
against whom it is intended to use such notes, or any of
them, specifying the notes or parts of the notes which it
is intended to read against him, and furnish him with
copies of such notes, or parts of notes (except notes of the
person's own depositions), and provided also that every
person against ~~,,1-om the ap lication is made shall be at
b p -
CAP. 32] Companies.
[r. 59 c..t.]liberty to cross-examine or re-examine (as the case may be)
any person the notes of whose examination are read, in all
respects as if such person had made an affidavit on the
application.
Whiesses wid Depositioibs.
Shorthand 60. If the court or the officer of the court before
notes.
R. 70. whom any examination under the Ordinance and rules is
Forms 32 directed to be held shall in an), case, and at any stage of
and 33.
the proceedings, be of opinion that it would be desirable
that a person (oll-jer than the person before whom an
examination is taken) should be appointed to take down
the evidence of any person examined in shorthand or other-
wise, it shall be competent for the court or officer afore-
said to rnake such appointment, and ever), person so
app(inted, if not in the service of the Government, shall
be- paid-a-sum- not-exceeding twenty-five dolla - rs - a - day,an d
also a sum not exceeding twenty-five cents per folio of
seventy-two words for any transcript of the evidence that
may be required and such sums shall be paid by the party
at whose instance the appointment was rnade, or out of the
assets of the company, as may be directed by the court.
Fhe shorthand writer (if any) attached to the Official Re-
ceiver's office shall be deemed to be duly appointed under
this rule, and it shall not be necessary to make any applica-
tion -to- make -such -appointment, a-nd a general -declaration
by such shorthand writer adapted from Form 33 shall be
deemed to applIv to all cases in which notes are taken by
him as aforesaid, but this rule shall not be construed as
precluding the appointment of any other r.)crs,-)n. A tran-
script of any such notes, purporting to be such transcript,
and purporting to be signed by a shorthand writer duly
appointed under this rule or by the shorthand writer
attached to the Official Receiver's office, shall until the
contrary is proved be sufficient evidence that the questions
and answers set forth therein were so put and atis\\.,el.ed
respectively.
Committal 61. (1) If a person examined before a Registrar or
of
co~tunlac;ousother officer of the court who has no power to commit
witness.
R. 7 1. for contempt of court, refuses to answer to the satisfac-
Form 36. tion of the Registrar or officer an), question which lie may
64
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 sarne manner as if lie had made default in answer-
ing before the judge.
The report shall be in writing, but without affidavit
and- shall set _ferththe question put, and the answer (if
any) given by the person examined.
r~
(3) The Registrar or other officer shall, before the
conclusion of the examination at which the default in
answering is made, name the time when and the place
where the default will be reported to a judge, and upon
receiving the report a judge may take such action thereon
as lie shall think fit. If a judge is sitting at the time
_When- the default in -answering- is made,- such, defa-tilt may
be reported immediately.
62. (1) The Official Receiver may attend in person,
or by an assistant official receiver, or by counsel or by
solicitors employed for the purpose, any examination of a
witness under section 2o6 of the Ordinance, on whose-
soever application the same has been ordered, and may take
notes of the examination for his own use, and put such
question to the persons examined as the cour t may allow.
(2) '.(^tie notes of the depositions of a person examined
under section W6 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 207 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 liqti4da-
tor other than the Official Receiver, while he is acting as
provisional liquidator, unless and until the court shall so
direct, arid the court may from time to time give such
general or special directions as it shall think expedient as
to the custody arid inspection of such notes and the furnish-
inc of copies of or extracts therefrom.
Disclaimer.
63. (1) Any application for leave to c!iscliini any part
of the property of a company pursuant to subsection (i)
of section 253 of the Ordinance shall be by ex parte
summons. Such summons shall be supported by an
affidavit showing who are the parties interested and Mint
their interests are. On the hearing of the stininions the
court shall give such directions as it sees fit and in parti~
cular directions as to the. notices to be given to the parties
interested or any of thern and the court i-nay adjourn the
application to enable any such party to attend.
(2) Where a liquidator disclaims a leasehold interest
he shall forthwith file the disclaimer at the office of the
Registrar and, when the property is situate in the Colony,
register a notice thereof in the Land Office. The disclaimer
shall contain particulars of the interest disclaimed and a
_statement ofthepersons to -- wh - om -- notice o - F the disc laimer
has been given. Until the diselairrier is filed by the liquida-
tor and, when the property is situate in the Colony, a notice
thereof is registered in the Land Office the disclaimer shall
be inoperative. A disclaimer shall be in the Form 39 and
a notice of disclaimer in the Form 40 in the Appendix
with such variations as circumstances may require.
(3) Where any person claims to be interested in any
-part of -tlie~ property of---acompany which- the liquidator
wishes to disclaim lie shall at the request of the liquidator
furnish a statement of. the interest so clainied by hini.
Vestiiz,g of Disclaimed Property.
64. (1) Any application under subsection (6) of section
253 of the Ordinance for an order for the vesting of any
disclaimed property in or the delivery of any such pi-cperty
to any persons shall be supported by the affidavit filed on
the application for leave to disclaim such property,.
(2) Where such in application as aforesaid relates to
disclaimed property of a leasehold nature and it appears
that there is any mortgage by assignment or demise or
under-lessee of such property, the court may dir'ect that
notice shall be given to such mortgagee oi under-lessee
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,
lie will be excluded from all interest in and security upon
the property and the court may adjourn the application for
such notice to be gi\,en and for such mortgagee or under-
lessee to be added as a party to and served with the applica-
d, -1
tion an -if he sees fit-,-to make such election, rid application-
as is mentioned in the notice. If at the expiration of the
time so fixed by (lie court such mortgagee or under-lessee
fails to make such election and application, the court may
make an order vesting the property in the applicant and
excluding such mortgagee Or under-lessee from all interest
in or security upon the property.
Creditors -and ContTlbictories- in; a
,Winding up by the Court.
65. In a winding up by the court, if application is made
to the court to sanction any compromises or arrangement,
the court may, before giving its sanction thereto, hear a
report by the Official Receiver as to the terms of the scheme,
and as to the conduct of the directors and other officers of
the company, and as to any other matters which, in the
opinion of the Official Receiver, ought to be brought to the
attention of tl?e court. The report shall not be placed upon
the file, unless and until the court shall direct it to be filed.
Collection and Distribution of Assets in a
Winding up by the Court.
66.. (1) The duties imposed on the court by subsection
(i) of section 195 of the Ordinance, in a winding up by the
court with regard to the collection of the assets of the com-
pany and the application of the assets in discharge of the
company's liabilities, shall be discharged by the liquidator as
an officer of the court subject to the control of the court.
(2) For the purpose of the discharge by the liquidator
Of the duties imposed by subsection (i) of section 195 of
the Ordinance, and paragraph (i) 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 sarne 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.
67. The powers conferred on the court by section 196
of the Ordinance shall be exercised by the liquidator. Anv
contributory for the tirne being on the list of coil t 1-11) Lit orles,
trustee, receiver., banker or agent or officer of a conipany
which is being wound up under order of the court shall, on
notice from the liquidator and within such time as he shall
by notice in writing require, pay, deliver, convey, surrender
or transfer to or into the hands of the liquidator any surn
of money or balance, books, p.apers, estate or effects which
happen to be in his hands for the time being and to which
the company is prima facie entitled.
List of Contributories in a Winding up by the Court.
68. Unless the court shall dispense with the settlement
of a list of contributories the liquidator shall with all
convenient speed after his appointment settle a list of con-
tributories of the company, and shall appoint a time and
place for that purpose. The list of contributories shall
contain a statement of the address of, and the number of
shares or -e:~-t6-h-t of- -ifit7efds~t to- be attribuced to _each con-7
tributory and the amount called up and the amount paid
up in respect of such shares or interest, and shall distinguish
the several classes of contributories. As regards representa-
tive contributories the liquidator shall, so far as practicable,
observe the requirements of subsection (2) Of Section 105 Of
the Ordinance.
69. The liquidator shall give notice in writing of the
time and place appointed for the settlement of the list Of
contributories to every person whoin lie proposes to include
in the list, and shall state in the notice to each person M
what character and for what number of shares or interest
he proposes to include such person in the list, and what
amount has been called up and what amount paid up in
respect of such shares or interest.
70. On the day appointed for settlement of the list of
contributories the liquidator shall hear any person who
objects to being settled as a contributory,, and after such
hearing shall finally settle the list, which when so settled
shall be the list of contributories of the company.
71. The liquidator shall forthwith give notice to every
person -whom he Ii as finally placed on the list of con-
tr ibutorit,s stating in what character and for- _What-number of-
shares or interest lie has been placed on the list and what
ainount has been called up and what ainotint paid up in
respect of such shares or interest, and in the notice he shall
inforni such person that any application for the removal of
his name frorn the list, or for a variation of Ihe list, must
be made to the court by summons within 21 days from the
date. of the service on the contributory or alleged contributory
-of-notice-of -the fact that -his-name is-settled on-the-list of-
contributories.
72. (1) Subject to the power of the court to extend the
time or to allow an application to be made notwithstanding
the expiration of the tirrie limited for that purpose, no
application to the court by any person who objects to the
list of contributories as finally settled by the liquidator shall
be entertained after the expiration Of 21 days from the date
of the service on such person of notice of the settlement of
the list.
(2) The Official Receiver shall not in any case be
personally liable to pay any costs of or in relation to an
application to set aside or vary his act or decision settling
the name of a person on the list of contributories of a
company.
73. The liquidator may from time to time vary or add
to the list of contributories, but any such variation or addition
shall be made in the sanie manner in all respects as the
settlement of the original list.
Calls.
74. The powers and duties of the court in relation to
making calls upon contributories conferred by section j99 of
the Ordinance, shall and may be exercised, in a winding up
by the court, by the liquidator as an officer of the court
subject to the proviso to SCCtiOll 211 of the Ordinance, and
to the following regulations---
(a)where the liquidator desires to make any call on
the contributories, or any of them for any purpose
authorized by the Ordinance, if there is a com-
mittee of inspection he may summon a meeting of
such committee for the purpose of obtaining their
sanction' to the intended call ;
(b)the notice of the meeting shall be sent to each
member of the committee of inspection in sufficient
time to reach him not less than seven days befQre
the day appointed for holding the meeting, or such
longer time as the court may appoint, and shall
contain a statement of the proposed amount of the
call, and the purpose for which it is intended.
Notice of the intended call and the intended meeting
of the committee of inspection shall also be
--,--advertised- -once--at---1etst in a -Hong - Kong diil-v-:-
newspaper. The advert isenien t shall state the tiill'e
and place of the intended meeting of the committee
of inspection, and that each contributory may either
attend the said meeting and be heard, or make an~
communication in writing to the liquidator or
members of the committee of inspection to be Ia'id
before the. meeting, in reference to the said intended
ca-ll-;-
(c)at the meeting of the committee of inspection any
statements or representations made either to the
meeting personally or addressed in writing to the
liquidator or members of the committee by any
contributory shall be considered before the intended
call is sanctioned ;
(d)the sanction of the committee shall be given by
resolution, which shall be passed by a majority of
the members present;
(e)where there is no committee of inspection, the
liquidator shall not make a call without obtaining
the leave of the court.
75. In a winding up by the court an application to the
court for leave to make any call on the contributories of a
company, or any of them, for any purpose authorized b), the
Ordinance, shall bc rnade by summons stating the proposed
amount of such call, which summons shall be served four
clear days at the least before 1he day appointed for making
the call on every contributory proposed to be included in
such call or such longer time as the court may appoint; or
if the court so directs, notice of such intended call may be
given by advert iserne tit, without a separate notice to each
-contributory.--
76. When the liquidator is authorized by resolution or
order to make a call on the contributories he shall file with
the Registrar a document in the Form 58 with such variations
as circumstances may require making the call.
1 77. When a call has been made by the liquidator in a
winding- up by the court, a copy of the -resolution of the
committee of inspection or order of the court (if any), as
the case may be, shall forthwith after the call has been made
be served upon each of the contributories included in such
call, together with a notice from the liquidator specifying
the amount or balance due from such contributory in respect
of such call, but such resolution or order need not be
advertised unless for any special reason the court so directs.
78. The payment of the amount due from each con-
tributory on a call may be enforced by order of the court,
to be made in chambers on summons by the liquidator.
Rroofs.
79. In a winding up by the court every creditor shall
prove his debt, unless a judge in any particular winding up
sliall give directions that any creditors or class of creditors
shall be admitted without proof.
80. A debt may be proved in any winding up by deliver-
ing or sending through the post an affidavit verifying the
debt. In a winding tip by the court the affidavit shall be
so sent to the Official Receiver or, if a liquidator has been
appointed, to the liquidator; and in any other winding tip
the affidavit may be so sent to the liquidator.
81. An affidavit proving a debt n-lay be made by the
creditor himself or by some person authorized by or on
behalf of the creditor. If made by a person so authorized,
it shall state his authority and rricans of knowledge.
82. An affidavit proving a debt shall contain or refer to
a statement of account showing the particulars of the debt,
and shall specify the vouchers, if any, by, which the same
can be substantiated. The Official Receiver or liquidator
to whom the proof is sent il-lay at any tinic call for the pro-
duction of the vouchers.
83. An affidavit proving a debt shall state whether the
creditor is or is not a secured creditor.
84. An affidavit proving a debt may in a winding up
by the court be sworn before the Official Receiver, or an
assistant or - deputy offi - cial re ceive r, or before any commis-
sioner of oaths.
85. A creditor shall bear the cost of proving his debt
unless the court otherwise orders.
86. A creditor proving his debt shall deduct therefrorn
(a) all trade discounts, and (b) any discount, which he may
have agreed to allow for payment in cash, in excess of five
p er- ceiit -on the net -amount of -his claim.
87. When any rent or other payment falls due at stated
periods, and the order or resolution to wind-up is made at
any time other than one of those periods, the persons en-
titled to the rent or payment may prove for a proportionate
part thereof up to the date of the winding-up order or re-
solution as if the rent or paytrient grew due frorn day to
day : Provided that where the liquidator remains in
occupation of premises demised to a company which is
being wound up, nothing herein contained shall prejudice
or affect the right of the landlord of such premises to claini
payment by the company, or the liquidator, of rent during
the period of the company's or the liquidator's occupation.
88. 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 date of the commencement
of the winding up, the creditor may prove for interest at a
rate riot exceeding eight per cent per annuin 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 hits been made, giving notice
i.litt--intere - st - will - 1) - c cla - i - med fro - m -- the date of - the _dern-and
until the time of payment.
8-3. A creditor may prove for a debt not payable at the
date of the winding-up order or resolution, as if it were pay-
able presently, and may receive dividends equally with the
other creditors, deducting only thereout a rebate of interest
at the rate of eight per cent per annum computed from the
declaration of a dividend to the tirne when the debt would
-have become payable according to the terms on which-i.t
was contracted.
90. In ariv case in which it appears that there are
numerous claims for wages by workmen and others employ-
ed by the company, it shall be SUfficient if one proof for all
such claims is made either by a foreman or by some other
person on behalf of all such creditors. Such proof shall
have annexed thereto as forming part thereof, a schedule
setting forth the names of the workmen and others, and the
amounts severally due to them. Any proof made in corn-
pliance wi.tli this rule shall have the same effect as if
separate proofs had been made by each of the said work-
men and others.
91. Where a creditor seeks to prove in respect of a bill
of exchange, promissory note, or other negotiable instru-
ment or security on which the company is liable, such bill
of exchange, note, instrument, or security must, subject to
any special order of the court made to the contrary, be pro-
duced to the Official Receiver, chairman of a meeting or
liquidator, as the case may be, and be marked by him
before the proof can be admitted either for voting or for
any purpose.
92. Where a liquidator is appointed in a winding up
by the court, all proofs of debts that have been received by
the Official Receiver shall be handed over to the liquidator,
but the Official Receiver shall first inake a list of such
proofs, and take a receipt thereon from the liquidator for
such proofs.
Admission and Rejection of Proofs and Preferential
Claims, and Appeal to the Court.
93. (1) Subject to the provisions of the Ordinance, and
unless otherwise ordered by the court, the liquidator in
.any winding up may from time to time fix a certain day,
which shall be not less than fourteen days from t he date
of the notice, on or before which the creditors of tile coill-
pany are to prove their debts or claims, and to establish any
title they may have to priority tinder SCCtiOn 250 of the
Ordinance or to be excluded frorn the benefit of any'distri-
bution made before such debts are proved or as the case
may be from objecting to such destribution, and the
Liquidator shall give notice in writing of the day so fixed
-b-y advertisement in such -iie-,,vspaper as-lie shall consider
convenient, and in a winding up by the court to everv
person mentioned in the statement of affairs as a creditor,
and who has not proved his debt, and to every person men-
tioned in the statement of affairs' as a preferential creditor
whose. claim to be a preferential creditor has not been estab-
lished 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.
(2) All the rules hereinafter set out as to admission and
rejection of proofs shall apply with the necessary variation
to any such claim to priority as aforesaid.
94. The liquidator shall examine every proof of debt
lodged with hirn, and the grounds of the debt, and in writing
admit or reject it, in whole or in part, or require further
evidence in support of it. If he rejects a proof lie shall
state in writing to the creditor the grounds of the rejection.
95. If a creditor or contributory is dissatisfied with the
decision of the liquidator in respect of a proof, the court
may, on the application of the creditor or contributory, re-
verse or vary the decision ; but, subject to the power of the
court to extend the time, no application to reverse or vary
the decision of the liquidator in a winding up by the court
rejecting. a proof sent to him by a creditor, or person claim-
in,,- to be a creditor., shall be entertained, unless notice of
tile application is given before the expiration of twenty-one
days from the date of the service of the notice of rejection.
- --- -96. If the- liquidator- thinks that -a proof -has- been -- im-
properly admitted, the court may, on the application of the
liquidator, after notice to the creditor who made the proof,
expunge the proof or reduce its amount.
97. The court may also expunge or reduce a proof
upon the application of a creditor or contributory if the
liquidator declines to interfere in the matter.
98. For the purpose of any of his duties in relation to
proofs, the liquidator, in a winding up by the court, may
administer oaths and take affidavits.
99. In a winding up by the court the Official Receiver,
before the appointment of a liquidator, shall have all the
powers of a liquidator with respect to the examination,
admission, and rejection of proofs, and any act or decision
of his in relation thereto shall be subject to the like appeal.
100. In a winding tip by the court the Official Receiver,
where no other liquidator is appointed, shall, before pay-
ment of a dividend, file 'all proofs tendered in the winding-
up, with a list thereof, distinguishing in such list the proofs
which were wholly or partly admitted, and the proofs which
were wholly or partly rejected.
101. Every liquidator in a winding up by the court
other than the Official Receiver shall on the first day of
every month, forward to the Registrar for filing a certified
list of all proofs, if any, received by him during the month
next preceding, distinguishing in such lists the proofs ad-
rnitted, those rejected, and such as stand over for further
consideration; and, in the case of proofs admitted or re-
jected, lie shall cause the proofs to be filed with the
Registrar.
102. The liquidator in a winding up by the court, in-
cluding the Official Receiver when he is liquidator, shall,
within three days after receiving notice from a creditor of
his intention to appeal against a decision rejecting a proof,
file such proof with the Registrar, with a memorandum
thereon of his disallowance thereof.
103. Subject to the power of the court to extend the
time in a winding up by the court, the Official Receiver
as liquidator, not. later than fourteen days from the latest
date specified in the notice of his intention to declare a
dividend as the time within which stich proofs must be
lodged, shall in writing either admit or reject wholly, or in
part, every proof lodged with him, or require further
evidence in support of it.
104. Subject to the power of the court to extend the
--tim - e, the -- liquidator _in a - winding up by the court, other
than the Official Receiver, within twenty-eight days after
receiving a proof, which has not previously been dealt with,
shall in writing either admit or reject it wholly or in part,
or require further evidence in support of it: Provided that
where the liquidator has given notice of his intention to
declare a dividend, he shall within fourteen days after the
date mentioned in the notice as the latest date up to which
proofs must be lodged, examine, and in writing admit or
reject, or require further evidence in support of, every proof
which has not been already dealt with, and shall give notice
of his decision, rejecting a proof wholly or in part, to the
creditors affected thereby. Where a creditor's proof has
been admitted the notice of dividend shall be a sufficient
notification of the admission.
105. The Official Receiver shall in no case be personally
liable for costs in relation to an appeal from his decision
rejecting any proof wholly or in part.
General II-eetings of Creditors and Contributories in
relation to a Windling up by the Court.
106. Unless the court otherwise directs, the meetings
of creditors and contributories tinder section 179 Of the
Ordinance (hereinafter referred to as the first meetings of
creditors and contributories) shall be held within one month,
or if a special manager has been appointed then within six
weeks after the date of the winding-up order. The dates of
such meetings shall be fixed and they shall be summoned
Z21
by the Official Receiver.
107. The Official Receiver shall forthwith give notice
--of -tl-Le-dates-fixed-by him- for-the-first meetings of creditors
and contributories by advertisement in the Gazette.
108. The first meetings of creditors and contributories
shall be summoned as hereinafter provided.
109. The notices of Ill-st meetings of creditors and coil-
tributories may be in Forms iS and lo appended hereto, and
the notices to cl-editors shall state a tirne within which the
creditors must lodge their proofs in order to entitle them
to vote at the first meeting.
110. The Official Receiver shall also give to each of the
directors and other officers of the company who in his
opinion ought to attend the first meetings of creditors and
coil tributories seven days notice of the time and place
appointed for each meeting. The notice may either be
delivered personally or sent by prepaid post letter, as may
be convenient. It shall be the duty of every director or
officer who receives notice of such meeting to attend, if so
required by the Official Receiver, and if any such.director
or officer fails to attend the Official Receiver shall report
such failure to the court.
111. (1) The Official Receiver shall also, as soon as
practicable, send to each creditor mentioned in the com-
pany's statement of affairs, and to each person appearing
from the company's books or otherwise to be a contributory
of the company a summary of the company's statement of
affairs, including the causes of its failure, and any obser-
vations thereon which the Official Receiver may think fit
to make. The proceedings at a meeting shall not be-in-
validated by reason of any summary or notice required by
these rules not having been sent or received before the
CAP. 32] Companies.
ill cont.1 (2) Where prior to the winding-up order the company
has commenced to be wound Lip voluntarily the Official Re
ceiver may, if in his absolute discretion lie 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 dis osed of an(] any observations which tlic
p
Official Receiver may think fit to make on such account or
on the voluntary winding up.
General llTeetings of Creditors and Co?i,lril).ii.tori,,,s iv. Pxel(itio~i.
to Winding up by the Court and of Credllors in 1?elttbio~?.
to a Creditors Voluntary Winding up.
Liquidator's112. (1) In addition to the first meetings of creditors
meetings of
creditors and and contributories and in addition also to meetings of cre
contributories.
R. 125.ditors and contributories directed to be held by the court
under section 272 of the Ordinance (hereinafter referred to
-as -court- -meetings- of-creditors --and- contribtitories)~- the
liquidator in any winding up by the court may himself
from time to t.ime-subject to the provisions of the Ordinance
and the control of the court summon, hold and conduct
meetings of the creditors or contributories (hereinafter re
ferred to as liquidator's meetings of creditors and contri
butories) for the purpose of ascertaining their wishes in all
matters relatin to the winding up.
9
(2) In any creditors voluntary winding -up the liquida
tor may. himself from tinle to time surnnion, hold and con
duct meetings of creditors for the purpose of ascertaining
their wishes in all i-natters 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 tip and all
illeetings convened by a creditor in a voluntary witicliiit, 111)
under these rules are hereinafter called voluntary liquidation
meetings).
Application113. Except where and so far as the nature of the sub
of .Is.
to meetings.ject-matter or the context may otherwise require tile rules
R. 126.as to meetings hereinafter set out shall apply to first n-iect
ings, court meetings, liquidator's meetings of credit(ii.s and
contributories, and voluntary liquidation i-neetings, but SO
b i
nevertheless that the said rules shall take effect as to lirst
7S
Companies. [CAP. 32
meetings subject and without prejudice to any express pro-
visions of the Ordinance and as to court meetings subject
and without prejudice to an), express directions of the court.
114. (1) The Official Receiver or liquidator shall sum- Summoning
Mon aH meetin . .of meetings.
gs of creditors and contributories by giving R. 127.
not less than seven days notice of the time and place there- Form 75.
of in-the Gazette- and in one or-more local-papers ;-and shall
not less than seven 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
J 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.
(2) The notice to each creditor shall be sent to the
address given in his proof, or if he has not proved to the
address given in the statement of affairs of the company,
if any, or to such other address as may be known to the
person summoning the meeting. The notice to each con-
tributory shall be sent to the address mentioned in.the corn-
pany's books as the address of such contributory, or to such
other address as may be known to the person summoning
the meeting.
r (3) In the case of meetings under section 230 of the
t Ordinance the continuing liquidator or if there is no con-
tinuing liquidator any creditor may summon the meeting.
(4) This rule shall not apply to meetings under section
226 or 233 of the Ordinance.
115. A certificate by the Official Receiver or other officer Proof of
of the court, or by the clerk of any such person, or an notice.
R. 128.
affidavit by the liquidator, or creditor, or his solicitor, or Forms 76
and 77.
tile clerk of either of such persons, ol- as the case may be
by sorne officer of the company or its solicitor or the clerk
of such company oi- solicitor that the notice of any meeting
has been duly posted, shall be sufficient evidence of such
notice having been duly sent to the person to whom the
T'
same was addressed.
116., PIvery meeting shall be held at such place as is in Place of
the opinion of the person convening the same most con-
29.
-9
venient for the majority of the creditors or contributories,
or both. Different times or places or both may if thought
expedient be named for the meetings of creditors and for
the meetings of contributories.
117. The costs of summoning a meeting of creditors or
contributories at the instance of any person other than the
Official Receiveror liquidator shall be paid by the person
at whose instance it is Summoned who shall before the
meeting is summoned deposit with the Official Receiver or
liquidator (as the case may be) such sum as may be re-
quired by the Official Receiver or liquidator as security for
the payment of such costs. The costs of summoning such
meeting of creditors or contributories, including all disburse-
ments for printing, stationery, postage and the hire of
room, shall be calculated it the following rate for each
creditor or contributory to whom notice is required to be
sent, namely $1 per creditor or contributory for the first
twenty creditors or contributories, and 5 cents percreditor-
or contributory for the next thirty creditors or contributories,
and 25 cents per creditor or contributory for any number
of creditors or contributories after the first fifty-
The said costs shall be repaid out of the assets of the
company if the court shall by order or if the creditors or
contributories (as the case may be) shall by resolution so
direct. This rule shall not apply to meetings under sec-
tionS 226 and 230 of the Ordinance.
118. Where a meeting is summoned by the Official Re-
ceiver or the liquidator, he or someone nominated by him
shall be chairman of the meeting. At every other meeting
of creditors or contributories the chairman shall be such
person as the meeting by resolution shall appoint. This
rule shall not apply to meetings under section 226 of the
Ordinance.
119. At a meeting of creditors a resolution shall be
deemed to be passed when a majority in number and value
of the creditors present personally or by proxy and voting
on the resolution have voted in favour of the resolution,
and at a meeting of the contributories a resolution shall be
deemed to be passed when a majority in number and value
of the contributories present personally or by proxy, and
voting on the resolution, have voted in favour of the
resolution, the value of the contributories being determined
according to the number of votes conferred on each contri-
butory by the regulations of the company.
120. The Official Receiver or as the case may be the
1.kquidator-- shall -- fi - le with- the - Registrar a copy certified -by
him of every resolution of a meeting of creditors or contribu-
tories in a winding up by the court.
121. Where a meeting of creditors or contributories is
summoned by notice the proceedings and resolutions at the
meeting shall unless the court otherwise orders be valid
notwithstanding that some creditors or contributories may
riot have received the notice sent to them.
122. The chairman may with the consent of the meeting
adjourn it from tinle to time and from place to place, but the
adjourned meeting shall be held at the same place as the
original place of meeting unless in the resolution for adjourn-
ment another place is specified or unless the court otherwise
orders.
123. (1) A meeting may not act for any purpose except
the election of a chairman, the proving of debts and the
adjournment of the meeting unless there are present or
represented thereat at least three creditors entitled to vote
or three, contributories or all the creditors entitled to vote or
all the contributories, if the number of the creditors entitled
to vote or the contributories as the case may be shall not
exceed three.
(2) If within half an hour from the time appointed for
the meeting a quorum of creditors or contributories is not
present or represented the meeting shall be adjourned to
the same day in the following week at the same time and
place or to such other day as the chairman may appoint
not being less than seven or more than twenty-one days,
from the day from which the meeting was adjourned.
124. 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 Official
Receiver 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 Official Receiver
or liquidator a proof of the debt which lie 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. Provided that this and the next four following rules
shall not apply to a court meeting of creditors held prior
to the first meeting of creditors. This rule shall riot 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.
125. A creditor shall not vote in respect of any unliqui-
dated or contingent debt, or any debt the value of which is
-not- ascertained,- nor-shall a creditor-vote in-respect-of any
debt on or secured by a current bill of exchange or promis-
sory note held by him unless lie is willing to treat the liability
to him thereon of every person who is liable thereon ante-
cedently to the company, and against whom a Receiving
Order in bankruptcy has not been made, as a security in
his hands, and to estimate the value thereof, and for the
purposes of voting, but not for the purposes of dividend,
to deduct it from his proof.
126. For the purpose of voting, a secured creditor shall,
unless he surrenders his security, state in his proof or in a
voluntary liquidation in such a statement as is hereinafter
mentioned the particulars of his security, the date when it
was given, and the value at which lie assesses it, and shall
be entitled to vote only in respect of the balance (if any)
due to him after deducting the value of his security. If lie
vptes in respect of his whole debt he shall be deemed to have
surrendered his security, unless the court on application is
satisfied that the omission to value the security has arisen
from inadvertence.
127. The Official Receiver or liquidator may within
twenty-eight days after a proof or in a voluntary liquidation
a statement estimating the value of a security as aforesaid
has been used in voting at a meeting require the creditor to
give up the security for the benefit of the creditors generally
on payment of the value so estimated with an addition
thereto of twenty per cent : Provided that where a creditor
has valued his security he may at any time before being
required to give it up correct the valuation by a new proof
and deduct the new value.fron-i his debt, but in that case the
said addition of twenty per cent shall not be made if the
seciii-ity-is-i.eqtiired-to-be-giveii -up.
128. The chairinan shall have power to admit or reject
a proof for the purpose of voting, but his decision shall be
subject to appeal to the court. If lie is in doubt whether a
proof should be admitted or rejected lie shall mark it as
objected to and allow the creditor to vote subject to the vote
being declared invalid in the event of the objection being
sustained.
129. For the purpose of voting at any voluntary liquida-
tion meetings a secured creditor shall unless he surrender his
SCCUrity lodge with the liquidator or where there is no
li(JUidator at the i.e-lstered office of the company before the
meeting a statement giving the particulars of his security,
the date when it was given and the value at which he assesses
it.
130. (1) The chairman shall cause minutes of' the pro-
ccedings at the meeting to be drawn up and fairly entered
in i book kept for that purpose or in the file of proceedings
and the minutes shall be signed by him or by the chairman
of the next ensuing meeting.
(2) A list of creditors and contributories present at every
meeting shall be made and kept as in Form 22.
Proxies in relation to a Winding up by the Court, and to
met,,[1.?bgs of Credilors in a Creditors voluntary Winding up.
131. A creditor or a contributory may vote either in
person or by proxy. Where a person is authorized in manner
provided by section lis of the Ordinance to represent a
corporation at any meeting of creditors or contributories such
person shall produce to the Official Receiver or liquidator
or other the chairman of the meeting a copy of the resolution
so authorizing him. Such copy must either be under the seal
of the corporation or i-nust be certified to be a true copy by
the secretary or a director of the corporation. The succeeding
rules as to proxies shall not (unless otherwise directed by the
court) apply to a court meeting of creditors or contributories
prior to the first meeting.
132. Every instrument of proxy shall be in accordance
with the form in the Appendix and every written part thereof
shall be in the handwriting of the person giving the proxy
or of any manager or clerk or other person in his regular
employment or of the solicitor employed by him in connexion
with the matter or of a con-imissioner to administer oaths in
the Supreme Court.
133. General and special forms of proxy shall be sent to
the creditors and contributories with the notice Summoning
the meeting, and neither the naine nor description of the
-Official -Receiver or liquidator -or -any -oilier--persoll -shall
be printed or inserted in the body of any instrument of
proxy before it is so sent.
134. A creditor or a contributory may give a general
proxy to any person.
135. A creditor or a contributory may give a special
proxy to any person to vote at any specified meeting or
adjournment thereof-
(a)for or against the appointment or continuance in
office of any specified person as liquidator or
member of the committee of inspection, and
(b)on all questions relating to any matter other than
those above referred to and arising at the meeting
or an adjournment thereof.
136. Where it appears to the satisfaction of the court
that any solicitation has been used by or on behalf of a
liquidator in obtaining proxies or in procuring his appoint-
ment as liquidator except by the direction of a ineeting of
creditors or contributories, the court if it thinks fit may
order that no remuneration be allowed to the person b~
whom or on whose behalf the solicitation x~,as exercised not-
withstanding any resolution of the committee of inspection
or of the creditors or contributories to the contrary.
137. A creditor or a contributory in a winding up by the
court may appoint the Official Receiver or liquidator and
in a voluntary winding up the liquidator or if there be no
liquidator the chairman of a meeting to act as his general
or special proxy.
138. No person acting either under a general or a special
proxy-shall- vote- in-favour of any resolution - wh ic h would
directl), Or indirectly place hilliself, his partner or eniployer
in a position to receive an), remuneration out of the assets
of ike. cornpan ' y otherwise than as creditor. raleably with the
other creditors of the company : Provided that where an),-
person. holds spccial proxies to vote for an application to the
court in favour of the appointment of himself as liquidator
lie may use the said proxies and vote accordingly.
139. (i) A proxy intended to be used at the first ineet-
ing of creditors or contributories, or an adjournment thereof,
sliall be lodged witli the Official Receiver not later than the
tirne mentioned for that purpose in the notice convening the
meeting or the adjourned meeting, which time shall be riot
earlier than twelve o'clock at noon of the day but one before,
nor later than twelve o'clock at noon of the day before the
day appointed for such meeting, unless the court otherwise
directs.
(2) In every other case a proxy shall be lodged with the
Official Receiver or liquidator in a winding up by the court,
with [lie' company at its registered office for a meeting under
section 226 of the Ordinance and -,vith the liquidator or if
there is no liquidator with the person named in the notice
convening the rnecting to receive the sarne in a voluntary
winding up not later than four o'clock in the afternoon of the
day before the meeting or adjourned meeting at which it is
to be used.
(3) No person shall be appointed a general or special
proxy who is a minor.
140. Where an Official Receiver who holds any proxies
cannot attend the meeting for which they are given, he i-nay,
in writing, depute some person under his official control to
use the proxies on his behalf, and in such manner as lie may
direct.
141. The proxy of a creditor blind or incapable of writing
may be accepted, iff. such creditor has attached his s*1111lLtLil-C
or mark thereto in the presence of a witness, who shall add
to his signature his description and residence : Provided
that all insertions in the proxy are in the hand-writing of the
witness and such witness shall have certified at the foot of
the proxy*that all such insertions have been made by h1111 al
the request of the creditor ~Ind in his presence before he
attached his signature or mark.
Dividends in a Winding up by the Court.
142. (1) Not more than two months before deciarino-
a dividend the liquidator in a winding up by the court, shall
give notice of his intention to do so to the Official Receiver
in order that the same may be gazetted, and at the same time
to such of the creditors mentioned in the statement of affairs
as have not proved their debts. Such notice shall specify
the-latest -date up-to- which proofs must-be -lodged,- ~~,iiicli
shall not be less than fourteen days from the date Of SLIC11
notice.
(2) Where any creditor, after the date mentioned in
the notice of intention to declare a dividend as the latest date
up to which proofs may be lodged, appeals against the
decision of the liquidator rejecting a proof, notice of appeal
shall, subject to the power of the court to extend the time
in special cases, be given within seven 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. Wliere
no notice of appeal has been given within the time specified
in this rule, the liquidator shall exclude all proofs which
have been rejected from participation in the dividend.
(3) Immediately after the expiration of the time fixed
by this rule for appealing against the decision of the
liquidator he shall proceed to declare a dividend, and shall
give notice to the Official Receiver (in order that the same
may be gazetted), and shall also send a notice of dividend to
each creditor whose proof has been admitted.
(4) If it becomes necessary, in the opinion of the
liquidator and the committee of inspection, to postpone
the declaration of the dividend beyond il-ic limit of two
months, the liquidator shall give a fresh notice of his inten-
tion to declare a dividend to the Official 1Zeceiver in order
that the saine may be gazetted ; but it shall not be necessary
for the liquidator to give a fresh notice to such of the
creditors mentioned in the statement of affairs as have not
proved their debts. In all other respects the same procedure
--shall followthe fresh not - ice - as - wou - ld -- h - av( - fo - 1 - lowed the
ori-i -11 notice.
(5) Upon the declaration of a dividend the liquidator
shall forthwith transinit to the Official Receiver a list of the
proofs filed with the Registrar under rule ioi, which list
shall be in the Form 68 or 69 in the Appendix as the case
may be, and the liquidator shall, if so required by the
Official Receiver, transmit to him, ollice copies of all lists of
proofs filed by him up to the date of the declaratibn of the
dividend.
(6) Dividends may it the request and risk of the pers(n
to whoin they arc payable bc transmitted to hirn by post.
(7) If a person to whom dividends are payable desires
that they shall be paid to some other person 'ne may lodge
with the liquidator a document in the F01-111 72 which shall
be, a sufficient authority for payment of the dividend to the
person therein named.
(8) The Official Receiver when he is liquidator shall
cause to be gazetted notice of his intention to declare a
dividend and notice of his declaration thereof, and shall also
at the same tinle 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.
143. Every order by which the liquidator in a winding
up by the court is authorized to make a return to con-
tributories of the company shall, unless the cou'rt shall
otherwise direct, contain or have appended thereto a schedule
or list (which the liquidator shall prepare) setting out in
a tabular form the full names and addresses of the persons
to whom the return is to be paid, and the amount of money
payable to each person, and partic.ulars of the transfers of
shares (if any) which have been rnade or the variations in the
list of contributories which have arisen since the date of the
settlement of the list of contributories and such other
information as may be requisite to enable the return to be
made. The schedule or list shall be in the Form 74 with
such variations as circurnstances shall require, and the
liquidator shall send a notice of return to each contributory.
Al.t.e,tida.)tce and Appearaizce of Par110S.
144. (1) Ever * v person for the time being on the list of
contributories of the cornpany, and every person whose proof
has been admitted shall be at liberty, at his own expense, to
attend proceedings, and shall be entitled, upon payrnent of
the costs occasioned thereby, to have notice of all such pro-
ceedings as he shall by written request desire to have notice
of : Provided that i f t he court sliall 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 lie has paid the same.
(2) The court may from time to time appoint any one
or more of the creditors or contributories to represent before
the court, at the expense of the company, all or any class
of the creditors or contributories, upon any question or in
relation to any proceedings before the court, and may
remove the person so appointed. If more than one person
is appointed under this rule to represent one class, the
persons' appointed shall employ the saine solicitor to
represent them.
(3) No creditor or contributory shall be entitled to attend
any proceedings in'chambers unless and until he has entered
in a book, to be kept by the Registrar for that purpose, his
name and address, and the name and address of his solicitor
(if any) and upon any cliange of his address or of his solicitor,
his new address, and the name and address of his ne~v
solicitor.
145. Where the attendance 'of the liquidator's solicitor
is required on any proceeding in court or chambers, the
liquidator need not attend in person, except in cases where
his presence is flecessary in addition to that of his solicitor,
or the court directs him to attend.
Liquidator aitd Committee of Inspection.
1 - 4 - 6. - (1)- _The of- ~i-licltiidttor,- unless the
court shall otherwise order, shall be in the nature of a corn-
mission or percenlag-e of which one part shall be payable on
the amount realized, after deducing the sunis (if any) paid to
secured creditors (other than debenture holders) out of the
proceeds of their securities, and the other part on the amount
distributed in dividend.
(2) The remuneration of the liquidator shall, unless the
court shall otherwise order, be fixed by the scale of fees and
percentages for the tirne being payable on realizations and
distributions by the Official Receiver as liquidator.
(3) This rule shall only apply to a liquidator appointed
in a winding up by the court.
147. Except as provided by the Ordinance or the rules,
a liquidator shall not under any circumstances whatever,
make any arrangement for, or accept from any solicitor,
auctioneer, or any other person connected with the compan~
of which he is liqutdator, or who is employed in or in
connexion with the winding up of the company, any gift,
renitineration, or pecuniary or other consideration or benefit
whatever beyond the remuneration to which under the
Ordinance and the rules he is entitled as liquidator, nor
shall lie make any arrangement for giving up, or give tip
any part of such remuneration to any such solicitor,
auctioneer, or other person.
148. Neither the liquidator nor any member of the
committee of inspection of a company shall, while acting as
liquidator or member of such committee, except by leave
of the court, either directly or indirectly, by himself or any
employer, partner, clerk, agent, or servant, become purchaser
of any part of the company's assets. An), such purchase
made contrary to the provisions of this rule may be set aside
by the court on the application of the Official Receiver in a
winding up by the court or of any creditor or contributory
in any winding up and the court may make such order as
to costs as the court sliall think fit.
149. Where the liquidator carries on the business ol
the company, he shall not, without the express sanction of
the court, purchase goods for the carrying on of such busi-
ness from any person whose con*nexion with the liquidator
is of such a nature as would result in the liquidator obtaining
any portion of the profit (if any) arising out of [lie
transaction.
150. No member of a committee of inspection shall,
except under and with the sanction of the court, directly or
indirectly, b * v himself ol- any employer, partner, clerk, agent,
or servant, be entitled to derive any profit froill all), transac-
tion arising out of the winding-up, or - to - receive - out of - the
assets any payment for services rendered by hini in connexion
with the administration of the assets, or for any goods
supplied by. him to the liquidator for or on account of the
company. In a winding up by the court, if it appears to
the Official Receiver or in a voluntary winding up if it
appears to the committee of inspection 01, to ally Ineeting of
creditors or contributories that any profit ol- paynlent has
been niade contrary to the provisions of this rulc, they illa\
disallow such payment or recover such profit, as the case
may be, on the audit of the liquidator's accounts, or other-
wise.
151. In any case in which the sanction of the court is
obtained under the two last: preceding rules, the cost of
obtaining such sanction shall be borne by the Person ill
whose interest such sanction is obtained, and sliall riot bc
payable out of the company's assets.
152. Where the sanction of the court to a payment to
a member of a committee of inspection for services rendered
by him in connexion with the administration of the corn-
pany's assets is obtained, the order of the court shall specify
the nature of the services, and such sanction shall only be
given where the service performed is of a special
Except by the express sanction of the court no remuneration
shall, under any circumstances, be paid to a member of a
committee for services rendered by him in the discharge of
the duties attaching to his office as a member of such
committee.
153. (1) Where a liquidator is appointed by the court,
and has notified- his appointment to the registrar of com-
paiii-es,_ and_ given---security-to- the -satisfaction of the Official
Receiver, the Official Receiver shall forthwith-- put- tlic-~
liquidator into possession of all property of the company
of which the Official Receiver may have custody : Provided
that such liquidator shall have, before the assets are handed
over to him by the Official Receiver, discharged any balance
due to the Official Receiver on' account of fees, costs, and
charges properly incurred by hirn, and on account of any
advances properly made by hitn in respect of the company,
together with interest on such advances at the rate of eight
Per cent Per annum; and the Liquidator shall pay all fees,
costs, and charges of the Official Receiver 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.
(2) The Official Receiver shall be deemed to have a lien
upon the company's assets until such balance sliall have been
paid and the other liabilities shall have been discharged.
(3) It shall be the duty of the Official Receiver, if so
requested by the liquidator, to communicate to the liquidator
al) such information respecting the estate and affairs of the
company as may be necessary or conducive to the due dis-
charge of the duties of the liquidator.
(4) This and the next following rule shall apply only
in a winding up by the court.
154. A liquidator who desires to resign his office shall
summon separate meetings of the creditors and contributories
of the company to decide whether or not the resignation shall
be accepted. If the creditors and contributories by ordinary
resolutions both agree to accept the resignation of the liqui-
dator, lie shall file with the Registrar a memorandum of his
resignation, and shall send notice thereof to the Official
Receiver, and the resignation shall thereupon take effect.
In any other case the liquidator shall report to the court
the result of the meetings and shall send a report to the
Official Receiver and thereupon the court may, upon the
application of the liquidator or the Official Receiver, deter-
mine whether or not the resignation of the liquidator shall
be accepted, and may give such directions and make such
orders as in the opinion of the court shall be necessary.
155. If a Receiving Order in bankruptcy is made against
the liquidator, he shall thereby vacate his office, and for the
purposes of the application of the Ordinance and rules shall
be deemed to have been removed.
Payments Into and Out of a Bank.
156. All payments out of the companies liquidation
account shall be made in such manner as the Accountant
General may from time to tline direct.
157. (1) Where the liquidator in a winding up by the
court is authorized to have a special bank account, he shall
forthwith pay all moneys received by him into that account
to the credit of the liquidator of the company. All payments
out shall be made by cheque payable to order, and every
cheque shall have marked or written on the face of it the
name of the company, and shall be signed by the liquidator,
and shall be countersigned by at least one rnember of the
committee of inspection, and by such other person, if any,,
as the committee of inspection.may appoint.
(2) Where application is made to the Official Receiver
to authorize the liquidator in i 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 teri-ns as lie i-nay think fit, and may at any
time order the account to be closed if lie is of opinion that
the account is no longer required for the purposes mentioned
in the application.
Books.
158. In a winding tip by the court the Official Receiver,
until a liquidator is appointed by the court, and thereafter
the liquidator, shall keep a record in which he shall record
all minutes, all proceedings had and resolutions passed at any
meeting of creditors or contributories, or of the committee
of inspection, and all such matters as may be necessary to
give a correct view of his administration of the company's
affairs, but lie shall not be bound to insert in the record any
document of a conlidential nature (such as the opinion of
counsel on any matter affecting the interest of the creditors
oi--coilti-lbtitot-i'es),- nor need-he exhibit such document to any
person other than a member of the committee of inspection,
or the Official Receiver.
159. (1) In a winding Lip by the court, the Official
Receiver, until a liquidator is appointed 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 frorn 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
11 i ill.
(2) In a winding up by the court, a liquidator other
than the Official Receiver, shall submit the record and Cash
Book, together with any other requisite books and vouchers,
to the committee of itisl)ectioii (if an),) when required, and
not less than once every three months.
(3) In a creditors voluntary windiiig 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 i-elating 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.
Investment of Funds.
160. (1) 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 sign a certificate and request, and the liquidator
shal I - tra 1 nsmit such certificate and request to the Official
Receiver.
(2) Where the committee of inspection in aily such
winding up are of opinion that it is advisable to sell any of
the securities in which the inoneys of the company's assets
are invested they shall sign a certificate and request to tliat
effect, and the liquidator shall transmit such certificate and
request to the Official Receiver.
(3) Where there is no committee of inspection in any
such winding up as is mentioned in paragraphs (i) and (2)
of, this rule and in every members voluntary winding up
whether subject to the supervision of the court or riot, if a
case has in the opinion of the liquidator arisen tinder section
280 of the Ordinance for an investment of funds of the
company or a sale of securities in which the corripany's funds
have been invested, the liquidator shall sign and transmit to
the Official Receiver a certificate of the facts on whicli his
opinion is founded, and a request to the Official Receiver
to make the investment or sale mentioned in the certificate,
and the Official Receiver--may -thereupon, -if he thinks-fit,
invest or sell the whole or any part of the said funds or
securities, as provided in the said section, and the sald
certificate and request shall be a sufficient authority to the
Official Receiver for the said investment or sale.
Accounts and Audit in a Winding up by the Court.
161. The committee of inspection shall not less than
once every three trionths audit the liquidator's Cash Book
and certify therein under their hands the (lay on which the
said book was audited.
162. (1) The liquidator shall, at the expiration of six
months from the date of the winding up order, and at the
expiration of every succeeding six months thereafter until
his release, transmit to the Official Receiv'er a copy of the
Cash Book for such period in duplicate, together with the
necessary vouchers 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, showing thereon in red ink the arnotints 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 six months forward to the Official Receiver,
with his accounts, a report upon the position of the liquida-
tion of the company in such form as the Official Receiver
may direct.
(2) 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 six
months may not liave expired.
- ---- (3)- The-accounts- sent- in by the --liquidator- shall -be
verified by him by affidavit.
163. (1) Where the liquidator carries on the business
of the company, lie 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.
(2) The trading account shall frorn time to time, and
not less than once in every montli, be verified by affidavit,
and the liquidator shall thereupon submit such account to
the committee of inspection (if aii~,) or such member thereof
as may be appointed by the committee for that purpose,
who shall examine and certify the same.
164. When the liquidator's account has been audited,
the Official Receiver shall certify the fact upon the account,
and theri~upon the duplicate copy, bearing a like certificate,
shall be filed with the Registrar.
165. (1) The liquidator shall transmit to the Official
Receiver with his accounts a summary of such accounts
in such form as the Official Receiver may from time to time
direct, and, on the approval of such summary by the Official
Receiver, shall forthwith obtain, prepare, and transmit to
the Official Receiver so many printed copies thereof, duly
stamped for transmission by post, abd addressed to the
creditors and contributories, as may be required for trans-
mitting such summary to such creditor and contributory.
(2) The cost of. printing and posting such copies shall
be a charge upon the assets of the company.
166. Where a liquidator has not since the date of his
appointment or since the last audit of his accounts, as the
case may be, received or paid any sum of money on account
of the assets of the company, he shall, at the time when
he is required to transmit his accounts to the Official Re-
ceiver, forward to the Official Receiver an affidavit of no
receipts or payments.
167. '(1) Upon a liquidator resigning,'or being released
or removed from his office, lie shall deli,,,er over to the
Official Receiver, or as the case may be, to the new liquida-
tor, all books kept by hirn, and all other books, docurnents,
papers, and accounts in his possession relating to the office
of liquidator. The release of a liquidator shall not take
effect unless and until lie 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.
(2) The court may, zt an), time during the progress
of the -Aiquidation, - on- the- application- of the-Iiquidator -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.
168. Where property forming part of a company's
assets is sold by the liquidator through an auctioneer or other
agent, the gross proceeds of the sale shall be paid over by
such auctioneer or agent, and the charges and expenses
connected with the sale shall afterwards be paid to such
auctioneer or agent, on the production of the necessarN
certificate of the taxing officer. Every liquidator by whom
such auctioneer or agent is employed, shall, unless the court
otherwise orders, be accountable for the proceeds of every
such sale.
Taxation of Costs.
169. Every. solicitor, Manager, accountant, auctioneer,
broker, or other person employed by an Official Receiver or
liquidator in a winding up by the court shall on request
by the Official Receiver or liquidator (to be made a
sufficient time before the declaration of a dividend) deliver
his bill of costs or charges to the Official Receiver or
liquidator for the purpose of taxation; and if he fails to do
so Nvithin the tirne stated in the request, or such extended
time as the court may allow, the liquidator shall declare
and distribute the dividend without regard to such person's
claim, and subject to any order of the court the claim shall
be.forfeited. The request by the Official Receiver or liqui-
dator shall be in the Form go.
- 170. Where-i --bill -of -costs- -or-_charges -in any- winding--
up has been lodged xvith the taxing officer, lie shall give
notice of an ~il)poiiitiiieiit to tax the sarne, in a winding up by
the court to the Official Receiver, and in every winding up
to the liquidator, and to the person to or by whom the bill
or charges is or are to be paid (as the case may be).
cl
171. The bill or charges, if incurred in a winding up by
the court prior to the appointment of a liquidator, shall
be lod. ' -ed -~,jth the Official Receiver, and if incurred after
the appointment of a liquidator, shall be lodged with the
liquidator. The Official Receiver or the liquidator, as the
case may be, shall lodge the bill or charges with the taxing
officer.
172. Every person whose bill or charges in a winding
up by the court is or are to be taxed shall, on application
either of the Official Receiver or the liquidator, furnish a
copy of his bill or charges so to be taxed, on payment at
the rate Of 35 cents per folio, which payment shall be
charged on the assets of the company. The Official Re-
ceiver shall call the attention of the liquidator to any items
which, in his opinion, ought to be disallowed or reduced,
and may attend or be represented on the taxation.
173. Where any party to, or person affected by, any
proceeding desires to make an application for an order that
he be allowed his costs, or any part of them, incident to
such proceeding, and such application is not made at the
time of the proceeding-
(a)such party or person shall serve notice of his in-
tended application on the Official Receiver or on
the liquidator, as the case may be;
(b)the Official Receiver or liquidator may appear on
such application and object thereto; .
(c)no costs of or incident to such application shall be
allowed to the applicant, unless the court is satis-
fied that the application could not have been made
at the time of the proceeding.
174. Upon the taxation of any bill of costs, charges,
or expenses being completed, the taxing officer shall issue
to the person presenting such bill for taxation his allowance
or certi icate of taxation. The bill of costs, charges, and
expenses, together with the allowance or certificate, shall
be filed with the Registrar.
175. 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 forthe whether any, and if so what, special
terms of remuneration have been agreed to, and in the case
of the bill of costs of a solicitor, a copy of the resolutio or
other authority sanctioning the employment of a solicitor to
assist the liquidator in the performance of his duties, and
the instructions given to such solicitor by the liquidator.
176. All cost properly incurred in a winding up by the
court shall be allowed in the case of a company the paid
up capital or capital credited as paid up of which does not
exceed $100,000 on the Summary Jurisdiction Scale and in
the case of all other companies on the Original Jurisdiction
Scale of the Supreme Court and such costs shall be taxed
by the Registrar.
177. The procedure and practice of the Supreme Court
shall be observed in all reviews of taxation.
Costs and Expenses Payable out of the Assets
of the Company.
178. (1) 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.
(2) Where a liquidator is a solicitor he may contract
that the remuneration for.his services as liquidator shall
include all professional services.
179. _(i)_ 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 com-
menced 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 i-riade in the following order of priority,
namely-
F1,rst..-The taxed costs of the petitions, including the
taxed costs of any person appearing on the petition whose
costs are allowed by the court.
Next.---Theremuneration of the special manager (if
any).
Next.-The costs and expenses of any person who
makes or concurs in making, the company's statement of
affairs.
Next.-The taxed charges of any shorthand writer
appointed to take an examination : Provided that where
the shorthtind writer is appointed at the instance of the
Official Receiver the cost of the shorthand notes shall be
deemed to he an expense incurred by the Official Receiver
in getting in and realizing the assets of the company.
Next. The necessary disbursements of any liquidator
appointed in the winding up by the court, other than ex-
penses properly incurred in preserving, realizing or getting
in the assets heretofore provided for.
Next.-The costs of any person properly employed by
any such liquidator.
Next.-The remuneration of any such liquidator.
Next.-The actual out-of-pocket expenses necessarily
incurred by the committee of inspection, subject to the
approval of the Official Receiver.
(2) No payments in respect of bills or charges of
solicitors, managers, accountants, auctioneers, brokers, or
other persons, other than payments for costs and expenses
incurred and sanctioned under rule 43, and payments of
bills which have been taxed and allowed tinder orders made
for the taxation thereof, shall be allowed out of the assets
of the company without proof that the same have been
considered and allowed M, the Registrar. The taxing
officer shall satisfy himseif before passin.. such bills or
charges that the employment of the solicitor or other person
in respect of the matters mentioned in the bills or charges
has been duly sanctioned: Provided that the Official Re-
ceiver when acting as liquidator may without taxation pay
and allow the costs and charges of any person other than
a solicitor employed by him where such costs and charges
are within the scale usually allowed by the court and do
not exceed the sum of $50.
(3) 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.
Statements by Liquidator to the Registrar of Companies.
180. The winding up of a company shall, for the pur-
poses of section 269 of the Ordinance, be deemed to be con-
cluded-
(a)in the case of a company wound up by, order of the
court, at the date on which the order dissolving the
company has been reported by the liquidator to the
Registrar of Companies or at the dale, of the order
of the court releasing the liquidator pursuant to
section igo of the Ordinance;
(b)in the case of a company wound up voluntarily,
or under the supervision of the court, at the date
of the dissolution of the company, unless at such
date any funds or assets of the company remain
unclaimed or undistributed in the hands or tinder
the control of the liquidator, or any person who
has acted as liquidator, in which case the winding
tip shall not bc deemed to be concluded until such
funds ol- assets have either been distributed or paid
into the companies liquidation account.
181. In a voluntary winding up or a winding up under
the supervision of the court, the statements with respect
to the proceedings in and position of a liquidation of a
company, the winding tip of which is not concluded within
its-cornmencement,--shall be -sent -to-the -Regis-
trar of Companies twice in every year as follows-
(a)the first statement commencing at the date when
a liquidator was first appointed and brought down
to the end of twelve months from the commence-
ment of the winding up, shall be sent within 30
days from the expiration of such twelve months,
or within such extended period as the court mav
sanction, and the subsequent statements shall be
sent at intervals of half a year, each statement
being brought down to the end of the lialf-year
for which it is sent. In cases in which the assets
of the conipany have been fully realized and dis-
tributed before the expiration of a half-yearly
interval a final statement shall be sent forthwith;
(b)subJect to the next succeeding rule, Form 92, and
where applicable Forms 94, 95 and 96, with such
variations as circumstances may require, shall be
used, and the directions specified in the Form shall
(unless the court otherwise directs) be observed in
reference to every statement:
(c) every statement shall be sent in duplicate, and
shall be verified by an affidavit in the Form 93,
with such variations as circumstances may require.
182. Where in a voluntary winding up or a winding
up under the supervision of the court, a liquidator has
not during any period for which a statement has to be
sent received or paid any money on account of the company,
he shall at the period when he is required to transmit
his statement, send to the Registrar of Companies the
prescribed statement in Form 92, in duplicate, containing
the particulars therein required with respect to the proceedings
in and position of the liquidation, and with such
statement shall also an affidavit of no receipts or payments
in the Form 93.
Unclaimed FunAs and Undistributed Assets in the
Hands of a Liquidator.
183. (1) All money in the hands or under the control
dof a liquidator of a company representing ' unclaimed
dividends, which for six months from the date when the
dividend became payable have remained in the hands ot.
under the control of the liquidator, shall forthwith, on the
expiration of the six months, be paid into the companies
liquidation account.
(2) In a voluntary winding tip or a winding tip under
the supervision of the court all other money in the hands
or under the control of a liquidator of a company, repre-
senting unclaimed or undistributed assets, which under
subsection (i) of section 270 Of the Ordinance, the liquida-
tor 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-Coill-
panies 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 six 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 fourteen
days from the date to which the statement of account is
brought down.
(3) Notwithstanding anything in this rule, an * v moneys
representing unclaimed or undistributed assets or dividends
in the hands of the liquidator at the date of the dissolu-
tion of the company shall forthwith be paid by him into
the companies liquidation account.
(4) A liquid ator whose duty it is to pay into the
companies liquidation account money representing un-
claimed or undistributed assets of the company shall pay
in the same through the Official Receiver and shall be
enfitled to a certificate of receipt for the money so paid
in Form io5.
(5) In a voluntary winding up or a winding up under
the supervision of the court 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) of this rule, the liquida-
tor shall realize the investment or withdraw the deposit,
arid -shall- pay- the- proceeds intoth_e companies liquidation
account, provided that where the money is invested in
G,overnment 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 tile
securities is required wholly or in part for the purposes
of the liquidation, the Official Receiver may realize the
securitif-s wholly or in part and pay the proceeds of realiza-
tion into the companies liquidation account and deal with
the same in the san-ie way as other monies paid into the
said account may be dealt with.
184. In a voluntary winding up or. in a winding up
under the supervision of the c ' ourt, eve ' ry person who has
acted as liquidator of any company, whether the liquida..
tion has been concluded or not, shall furnish to the Official
Receiver particulars of any money in his hands or under
his control representing unclaimed or undistributed assets
of the company and such other particulars as the Official
Receiver may require for the purpose of ascertaining or
getting in any money payable into the companies liquida-
tion account at the bank. The Official Receiver may
require such particulars to be verified by, affidavit.
185. (1) In a voluntary winding up or in a winding
up under the supervision of the court, the Official Receiver
may at any time order any such person to subinit 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.
(2) For the purposes of section 270 Of the Ordinance,
and the rules, the court shall have, and, at the instance
of the Official Receiver, may exercise all the powers con-
ferred by the Bankruptcy 6rdinance 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 270 Of the Ordinance.
186., An application by the Official Receiver for the
purpose of ascertaining and getting. in Illoney payable into
the bank pursuant to section 270 Of the Ordinance, shall
be made by motion.
187. An application by a person claiming to be entitled
to any money paid into the bank in pursuance' of section
270 of the Ordinance, shall be made in such form and
manner as the Official Receiver rnav from time to time
direct, and shall, unless the Official Receiver otherwise
directs, be accompaniedby the certificate of-the liquida-
tor that the person claiming is entitled and such further
evidence as the Official Receiver may direct.
188. A liquidator who requires to make payments out
of money paid into the bank in pursuance of section 270
of the Ordinance, either by way of distribution or in respect
of the cost and expenses of the proceedings, shall apply
in such form and manner as the Official Receiver may
direct, and the Official Receiver may thereupon either make
an order for payment to the liquidator of the sum required
by him for the purposes aforesaid, or may direct cheques
to be issued to the liquidator for transmission to the
persons to whom the payments are to be made.
Release of Liquidator' in a Winding up by the Court.
189. (1) 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 surnmary of all receipts
and payments in the winding up.
(2) When the court has granted to a liquidator his
release, a notice of the order granting the release shall be
gazetted. The liquidator shall provide the requisite pay-
ri-ient for the Gazette, which he may charge against the
company's assets.
190. (1) The court may order that the books and
papers of a company which Inas been wound up shall not
be destroyed for such period (not exceeding five years from
the dissolution of-the company)- as-the court thinks-proper.
(2) Any creditor or conti.ibutory may make representa-
tions to the court with regard to the destruction of such
books and papers.
(3) A resolution for the destruction of the books and
papers of such a company within the said period of five
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 of five years or cif such
shorter period unless the court shall otherwise direct.
(4) 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 corn-
pany before the expiration of such period of five years or
shorter period.
0.1Ticiat' Rereivers.
191. (1) judicial notice shall be taken of the appoint-
ment of the Official Receivers appointed by the Governor.
(2) When the Governor appoints any officer to act as
deputy for or in the place of an Ofricial Receiver notice
thereof shall be given in the Gazette.
(3) Any person so appointed shall, during his tenure
of office, have ai'. the status, rights, and powers, and be
subject to all the liabilities of an Official Receiver.
192. W---iere an fificial Receiver is removed from his
orlice [.)), the Governor, notice of (lie order removing Iiiiii
shall be published in the Gazette.
193. The court may, by general or special directions
determine what acts or duties of the Official Receiver in
relation to the winding up of companies are to be performed
by him in person, and in what cases he may discharge
his functions through the agency of his clerks or other
persons in his regular employ, or under his official control.
194. An assistant official receiver, appointed by the
Governor, shall be an officer of the court, as fully as the
Official Receiver to whorfi he is assistant, and, subject to
the directions of the court, he may represent the Official
Receiver in all proceedings in court, or in any adminis-
trative or other matter. judicial notice shall be taken of
the appointment of an assistant official receiver and lie may
be remo~,ed in the same manner as is provided in the case
of an Official195. In the absence of the Official Receiver any officer
the
clerk of the Official Receiver duly authorized by him in
writing, may by leave of the court act on behalf of the
Official Receiver, and take part for him in any pLiblic ol.
other examination and in any unopposed application to the
court.
196. Where a company against which a winding-up
order has been made has no available assets, the Official
Receiver shall riot be required to incur an ' \1 expense . ill
relation to the winding tip without the express directions
of the court.
197. (1) Where a liquidator is appointed by the court
in a winding up by the court, the Official Receiver shall
account to the liquidator.
(2) 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.
(3) The provisions of these rules as to liquidators
and their accounts sliall riot 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.
198. Where there is no committee of inspection in a
winding up by the court any functions of the committee of
inspection which devolve on the court may, subject to the
directions of the court, be exercised by the Official Receiver.
199. An appeal to the court from an act or decision of
the Official Receiver acting otherwise than as liquidator of a
company, shall be brought within twenty-one days from the
time when the decision or act appealed against is done,
pronounced, or rinade.
200. (1) An application by the Official Receiver to the
court to examine on oath the liquidator or any other person
pursuant to section 189 of the Ordinance or to confer on the
Official Receiver or on any person designated by him for the
purpose with respect to the company concerned the powers
of investigating the affairs of the company, mentioned in sub-
scction (3) of section 262 of the Ordinance shall be made
ex parte, and shall be supported by a report to the court filed
with the Registrar, stating the circumstances in which tile
application is made.
(2) The report shall be signed by the Official Receiver;
and shall for the purposes of such application be pii-ma facie
evidence of the statement therein contained.
Books to be Kept and Returns made by Officers of Court.
201. (1) 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.
(2) The books shall at all tinics 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 R'eceiver with such information and
returns as the Official Receiver may from time to time
require.
Gazetting in a Winding Up by the Court.
202. (1) All notices subsequent to the making by the
Court of a winding-up order in purSUance of the Ordinance
or the rules requiring publication in the Gazette shall be
gazetted by the Official Receiver.
(2) Where any winding-up order is amended, and also
in any case in which any matter which has been gazetted
has been amended or altered, or in which a matter has
been wrongly or inaccLji-~itely gazetted, the Offlicial Receiver
shall re-gazette such order or matter with the necessary
amendments and alterations in the prescribed form, at the
expense of the company's assets, or otherwise as the court
may direct.
203. (1) Whenever the Gazette contains any advertise-
ment relating to any winding-up proceedings the Oflicial
Receiver or liquidator as the case may be shall file with
the proceedings a memorandum referrin- to and givin', the
date of the advertisement.
(2) In the case of an advertisement in a local paper,
the Official Receiver or liquidator as the case inay be shall
keep a copy thereof and a niernorandurn referring to and
g i-vi ng the date of the advertisement -shil-l-bc-placed--oii -the
file.
(3) For this purpose one copy of each local paper in
which any advertisement relating to any winding-tip pro-
ceeding in the court is inserted, shall be left with the
Official Receiver or liquidator as the case may be by the
person who inserts the advertisement.
(4) A memorandurri under this rule shall be privia facie
evidence that the advertisement to which it refers was duly
inserted in the issue of the Gazette or newspaper mentioned
in it.
Arrests and Commitments.
204. A warrant of arrest, or any other warrant issued
under the provisions of the Ordinance and rules, ffleIv bC
addressed to such bailiff or officer of the court or police
officers of the Colony as the court may in each case direct.
205. Where the court issues a warrant for the arrest
of a person under any of the provisions of the Ordinance or
rules, he shall be committed, unless the court shall otherwise
order, to the prison used by the court in cases of commitment
made in the exercise by the court of its ordinary jurisdiction.
206. Where a person is arrested under a warrant of
commitment issued under any of the provisions of the
Ordinance and rules, other than sections 2o6 and 209 of the
Ordinance, and rule 56 of the rules he shall be forthwith
conveyed in custody of the bailiff or officer apprehending
him to the prison used by the court in cases of commitment
made in the exercise b~, the court of its ordinary jurisdiction
-and-kept therein for--the t-ime mentioned--in-the-warrant--of
commitment, unless sooner discharged by the order of the
court or otherwise by law. Where a person is arrested
under a warrant, issued under section 2o6 or 209 of the
Ordinance, or under rule 56 of the rules, he shall be forthwith
conveyed in custody of the bailiff or officer apprehending
hIrn to such prison as aforesaid ; and the Commissioner of
Prisons shall produce such person before the court as it
may from time to time direct, and shall safely keep him
until such time as the court shall otherwise order, or such
person shall be otherwise discharged by law.
Miscellaneous Mallers.
207. (1) Where any money is seized or received by the
bailiff in part satisfaction of an execution against the goods
of a conipany 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 tliit a resolution for'voluntary winding-up has
been passed, 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.
(2) Where under an execution in respect of a judgment
for a sum exceeding two hundred dollars 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 fourteen days from the
date of such sale or payment in order to avoid sale, and if
within such fourteen days notice is served on the bailiff of a
petition for the winding up of the company having been
presented 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.
(3) Payment by the bailiff into court in pursuance of
this rule shall be a good discharge to him as against the
liquidator.
208. The court may, in any case in which it shall see
fit, extend or abridge the tirne appointed by the rules or fixed
by anyorderof the court for- doing- any act or taking any
proceeding.
209. (1) 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.
(2) No defect or irregularity in the appointment or
election of an Official Receiver, liquidator, or member of 9
committee of inspection shall vitiate any act done by him in
good faith.
210. In all proceedings in or before the court, or any
Registrar or officer thereof, or over which the court has
jurisdiction under the Ordinance and rules, where no other
provision is made by the Ordinance or rules, the practice,
procedure and regulations shall, unless the court otherwise
in any special case directs, be in accordance with the rules
and practice of the court.
211. These rules may be cited as the Companies
(Winding-up) Rules.
APPENDIX.
FORMS.
FORM 1. (rule 7.)
FoRm OF SUMMONS (General).
(Title.)
Let (a)
attend at
on the day of
19 at o'clock in the noon on the hearing of
.an
application of (b)
for an order that (c)
Dated the day of 19
This summons was taken out by
of
Solicitors for
To
NOTE-If You do not attend, either in person or by your solicitor, at the
time and place above-mentioned, such order will be made, and proceedings taken
as the judge (or Registrar) may think just and expedient.
FORm 2. (rule 22.)
PETITION.
(Title.)
To the Supreme Court of Hong Kong.
The humble petition of (a) showeth as follows-
1. TheCompany, Limited (hereinafter called
the company), was in the month of incorporated
under the Companies Ordinance (Chapter 32 of the Revised Edition).
2. The registered office of the company is at .(b)
3. The nominal capital of the company is $ divided
into shares of $ each. The amount of the
capital paid up or credited as paid up is $
4. The objects for which the company was established are as
follows-
To
and other objects set forth in the memorandum of associa-
tion thereof.
CAP. 32] Companies.
[Here set out in paragraphs the facts on which the petitioner
relies, and conclude as follows] : -
Your petitioner therefore humbly prays as follows-
(I.) That. the Company, Limited, may be wound
up by the court under the provisions of the Companies
Ordinance.
(c) Add words (c) (That the voluntary winding up of the Company,
in brackets Limited, may be continued but subject tg the super-
if supervision
order is vision of the court).
asked for.
(2.) Orthat such other order may be made in the premises as
shall be just.
(d) Thi4 NOTE-(d) It is intended to serve this petition on
note will be
unnecessary
if the
Company
is petitioner.
FORm 3. (rule 22.)
PETIT-ION BY UNPAID- CREDITOR- ON -SIMPLE CONTRACT.__
(Title.)
Paragraphs 1, 2, 3, and 4 as in Form 2.
5. The company is indebted to your petitioner in the sum of
(a) State $for (a)
consideration
for the
debt, with 6.Your petitioner has made application to the company for
particulars payment of his debt, but the company has failed and neglected to
so as to pay the same or any part thereof.
establish
that the
debt claimed 7.The company is [insolvent and] unable to pay its debts.
is due.
8. In the circumstances it is just and equitable that the com-
pany should be wound up.
Your petitioner, therefore, &c. [as in Form 2].
FORM 4. (rule 24.)
ADVERTISEMENT OF PETITION.
(Title.)
Notice is hereby given that a petition for the winding up of the
If the above-named company by (a) the Supreme Court of Hong Kong
winding up was, on theday of 19 presented to the
is to be said court by the said company [or, as the case' may be]. And J
subject to
supervision. that said petition is directed to be heard before the court at
insert
.m. on the day of 19 and any
instead ofor contributory of the said company desirous to support or
'by' the
oppose the making of an order on the said petition may appear at t
the time of hearing by himself or his counsel for that purpose;
1 12
Companies. [CAP. 32
and a copy of the petition will be furnished to any creditor or con- words 'sub-
tributory of the said company requiring the same by the undersigned ject to. the
supervision
on payment of the regulated charge for the same. of
Signed (b) [Name] (b) To be
signed by the
solicitor to
[Address] the petitioner
or by the
petitioner if
NOTE-Any person who intends to appear on the hearing of the said petition he has no
in ust serve on or send by post to the above-named, notice in writing of his solicitor.
intention so to do. The notice must state the name and address of the person,
or, -if a firm, the _name _and address of the firm, and must be signed by the
person or firm, or his or their .9o!icitor (if~, and-~ be i&ved,--or if posted.-
inust be sent by post in sufficient time to reach the above-named not later than
six o'clock in the afternoon of theof 19
FORm 5. (rule 25.)
AFFIDAVIT OF SERVICE OF PETITION ON MEMBERS, OFFICERS,
OR SERVANTS, &C.
(Title.)
In the matter of a petition dated
of make oath and say-
1. [In the case of service of petition on a company by leaving
it with a member, officer, or servant at the registered office, or if no
registered office at the principal or last known principal place of
business of the company.] t
That I did on day, the day of 19
A serve the above-named company with the above-mentioned petition
by delivering to and leaving with [name and description] a member
(or officer) (or servant) of the said company a copy of the above-
mentioned petition, duly sealed with the seal of. the court, at [office
or place of business as aforesaid], before the hour of in
the noon.
2. [In the case of no member, officer, or servant of the com-
pany being found at the registered office or place of business.]
That I did on day,the day of 19
having failed to find any member, officer, or servant of the above-
named company at [here state registered office or place of business],
leave there a copy of the above-mentionedpetition, duly sealed with
the seal of the court, before the hour of in the
noon [add with whom such sealed copy was left, or where, e.g.
affixed to door of offices, or placed in letter box, or otherwise].
3. [In the case of directions by the court as to the member,
or members, officer, or servant of the company to be served.]
That 1 did on day, the day of 19
serve [name or names and description] with a copy of the above-
mentioned petition, duly sealed with theseal of the court, by
delivering the same personally to the said at [place]
before the hour of in the noon.
4. The said petition is now produced and shown to me, marked
Sworn at, &c.
113
.k
J
FORm 6. (rule 25.)
AFFIDAVIT OF SERVICE OF PETITION ON LIQUIDATOR.
(Title.)'
In the matter of a petition, dated for winding up
the above company [by] or [under the supervision ol] the court
[as the case may be].
I, ' of make oath and say-
That I did, on day, the day of
19 , serve [name and description] the liquidator of the above-
named company, with a copy of the above-mentioned petition, duly
sealed with the seal of the court, by delivering the same personally
to the said at [place], before the hour of in
the noon.
The said petition is now produced and shown to me, marked 'A'.
Sworn at, &c.
FORM- 7. - (rule 26.) -
AFFIDAVIT VERIFYING PETITION.
(Title.)
I, A.B., of &c., make oath and say, that such of the statements
in the petition now produced and shown to me, and marked with
the letter 'A', as relate to (a) my own acts and deeds are true,
and such of the said statements as relate to the acts and deeds of
any other person or persons I believe to be true.
Sworn, &c.
1 FORm 8. (rule 26.)
AFFIDAVIT VERIFYING PETITION OF A LIMITED COMPANY.
(Title.)
I, A.B., of, &c., inake oath and say as follows-
1. 1 am (a director) (the secretary) of Company,
Limited, the petitioner in the above matter, and am duly authorized
by the said petitioner to make this affidavit on its behalf.
2. That such of the statements in the petition now produced
and shown to me marked with the letter 'A', as relate to the acts
and deeds of the said petitioner or to my own acts and deeds, are
true, and such of the statements in the said petition as relate to the
acts and deeds of any other corporation, person or persons, I believe
to be true.
Sworn, &c.
FORm 9. (rule 28.)
ORDER APPOINTING A PROVISIONAL LIQUIDATOR AFTER PRESENTATION
OF PETITION, AND BEFORE ORDER TO WIND UP.
the day of 19
(Title.)
Upon the application, &c., and upon reading, &c., the court,doth
hereby appoint the Official Receiver (or as may be) to be provisional
liquidator of the above-named company. And the court doth hereby
limit and restrict the powers of the said provisional liquidator
to the following acts, that is to say [describe the acts which the
provisional liquidator is to be authorized to do and the property of
which he is to take possession].
NOTE-It will be the duty of the person who is at the time secretary or chief
officer of the company and of such of the persona who are liable to make out or
concur in making out the company's statement of affairs as the Official Receiver may
require, to attend on the Official Receiver at such time and place as he may appoint
and to Uive him all information he may require.
FoRm 10. .(rule 30.)
NOTICE OF INTENTION To APPEAR ON PETITION.
(Title.)
Take.notice that A.B., of (a) a creditor for $ of (or
contributory holding (b)shares in) the above company
intends to appear on the bearing of the petition advertised to be
heard on the day of 19 *and to support
(or oppose) such petition.
(Signed) (c)
[Address]
To
FORm 11. (rule 31.)
LIST OF PARTIES ATTENDING THE HEARING OF A PETITION.
(Title.)
The following are the names of those who have given notice of
their intention to attend the hearing of the petition herein, on the
day of 19
Name and
address of Creditors. Contributories.
Name. Address.solicitor of AmountNumber of Opposing.Support-
party who has of debt. shares. ing.
given notice.
FORM 12. (rule 34.)
NOTIFICATION TO OFFICIAL RECEIVER OF WINDING-UP ORDER.
(Title.)
To the Official Receiver.
(Address.)
Order pronounced this day by
[or, as the case may be] for winding up the under-nmentioned company
under the Companies Ordinance (Chapter 32 of the Revised Edition).
Name of company. Registered office Petitioner's Date of presentation
of company. solicitor. of petition.
FORM 13. (rule 34)
NOTIFICATION TO OFFICIAL RECEIVER OF ORDER PRONOUNCED FOR
APPOINTMENT OF PROVISIONAL LIQUIDATOR PRIOR TO WINDING
UP ORDER BEING MADE.
(Title.)
To the Official Receiver.
(Address.)
Order pronounced this day by
[or, as the case may be] for the appointment of the Official Receiver
(or, as the case may be, the name, address and description of the
person appointed) as provisional liquidator prior to any winding-up
order being made.
Name of company. Reghtered office Petitioner's Date of presentation
of company. solicitor. of petition.
FORm 14. (rule 35)
ORDER FOR WINDING UP BY TITE COURT.
day of 19
(Title.)
Upon the petition of the above named company (or A.B., of &c.,
a creditor (or contributory) of the above named company), on the
day of 19 , preferred unto the court,
and upon hearing for the petitioner, and for
and upon reading the said petition, an affidavit of (the said
petitioner), filed, &c., verifying the said petition, an affidavit of
L.M., filed the day of 19, the Gazette of
the day of 19 the newspaper of the
day of(enter any other papers), each containing
an advertisement of the said petition (enter. any other evidence),
this court doth order that the saidcompany be wound up
by this court under the provisions of the Companies Ordinance
(Chapter 32 of the Revised Edition), and that the Official Receiver,
or as the case may be, be constituted provisional liquidator of
the affairs of the company.
And it is ordered that the costs ofof the said petition
be taxed and paid out of the assets of the said company.
NOTE-It will be the duty of the secretary or chief officer of the company
and of such of the persons who are liable to make out or concur in making out
the company's statement of affairs, as the Official Receiver may require, to attend
on the Official Receiver at such time and place as-he may appoint and to give him
all information he may require.
FoRm 15. (rule 36.(2)).
ORDER FOR WINDING UP SUBJECT TO SUPERVISION.
day the day of 19
(Title.)
Upon the petition, &c., this court doth order that the volun-
tary winding up of the saidCompany, Limited, be
continued, but subject to the supervision of this court; and any
of the proceedings under the said voluntary winding up may be
adopted as the court shall think fit; and it is ordered that the
liquidator appointed in the voluntary winding up of the said com-
pany, or other the liquidator for the time being, do on the
day of next, and thenceforth every three months
file with the Registrar a report in writing as to the position of,
and the progress made with, the winding up of the said company,
and with the realization of the assets thereof, and as to any other
matters connected with the winding up as the court may from
time to time direct. And it is ordered that no bills of costs,
charges, or expenses, or special remuneration of any solicitor
employed by the liquidator of the said company, or any remunera-
tion, charges or expenses of such liquidator, or of any manager,
accountant, auctioneer, broker, or other person, be paid out of the
assets of the said company, unless such costs, charges, expenses,
or remuneration, shall have been taxed or allowed by the Registrar.
And it is ordered that all such costs, charges, expenses, and remunera-
tion, be taxed and ascertained accordingly. And it is ordered that
the costs of the petitioner and of [here insert any directions as to
allowance of costs of petitioner and of persons appearing]. And
the creditors, contributories, and liquidator of the said company,
and all other persons interested, are to be at liberty to apply
generally as there may be occasion. .
FORm 16. (rule 36(1)).
NOTICE OF ORDER TO WIND UP (FOR NEWSPAPER).
THE COMPANIES ORDINANCE.
(Chapter 32 of the Revised Edition).
In the matter of Limited.
Winding-up order made 19
Date and place of first meetings-
Creditors 19 at
Contributories 19 at
Official Receiver and
Provisional Liquidator
FORM 17. (rule 38).
AFFIDAVIT BY SPECIAL MANAGER VERIFYING ACCOUNT.
(Title.)
of make oath and
say as follows-
1. The account hereunto annexed, marked with the letter
'A', produced and shown to me at the time of swearing this my
affidavit, and ptLrporti'ng to be my account as special manager
of the estate or business of the above-named company, contains
a true account of all and every sums and sum of money received
by me or by any other person or persons by my order or to
my knowledge or belief for my use on account or in respect of
the said estate or business.
2. The several sums of money mentioned in the said account
hereby verified to have been paid or allowed have been actually
and truly so paid and allowed for the several purposes in the
said account mentioned.
3. The said account is just and true in all and every the
items and particulars therein contained, according to the best of
my knowledge and belief.
Sworn &c.
FORM 18. (rule 109.)
NOTICE TO CREDITORS oF. FIRST MEETING.
(Title.)
(Under the order for winding up the above-named company.
dated the day of ' 1W
Notice is hereby given that the first meeting of creditors in
the above matter will be held at on the
day of 19 , at o'clock in the noon.
To entitle you to vote thereat your proof must be lodged with
me not later than o'clock on the day of
19 . .
Forms of proof and of general and special proxies are enclosed
herewith. Proxies to be used at the meeting must be lodged with
me not later than o'clock on the day of
19
Official Receiver.
Address.
(The statement of the company's affairs .(a)
Note.
At the first meetings of the creditors and contributories they
may amongst other things-
1. By resolution determine whether or not an application is
to be made to the court to appoint a liquidator in place of the
Official Receiver.
2. By resolution determine whether or not an application shall
be made to the court for the appointment of a committee of inspec-
tion to act with the liquidator, and who are to be the members of
the committee if appointed.
Note-If a liquidator is not appointed by the court the. Official
Receiver will be the liquidator.
FoRm 19. (rule 109.)
NOTICE TO CONTRIBUTORIES OF, FIRST MEETING.
(Title.)
Notice is hereby given that the first meeting of the contribu-
tories in the above matter will be held at on the
day of 19 ato'clock in the
noon.
Forms of general and special proxies are enclosed herewith.
Proxies to be used at the meeting must be lodged with me not
later than o'clock on the day of
19
Dated this day of 19
Official Receiver.
Address.
(The company's statement of affairs (a)
Note.
At the first meetings of creditors and contributories they may
amongst other things-
1. . By resolution determine whether or not an application shall
be made to the court to appoint a liquidator in place of the Official
Receiver.
2. By resolution determine whether or not an application shall
be made to the court for the appointment of a committee of inspec-
tion to act with the liquidator, and who are to be the members of
the committee if appointed.
Note-If a liquidator is not appointed by the court the Official
Receiver will be the liquidator.
FORm 20. (rule 110).
NOTICE To DIRECTORS AND OFFICERS OF COMPANY TO ATTEND
FIRST MEETING OF CREDITORS OR CONTPIBUTORIES.
(Title.)
Take notice that the first meeting of creditors [or contribu-
tories] will be held on the day of 19
at
o'clock at (a) and that you are required to
attend thereat, and give such information as the meeting may
require.
Dated this day of 19
To (b) Official Receiver.
NOTE-The failure of any director or officer to attend will be reported by
the Oillicial Receiver to the court
FORm 21. (rule 123(2)).
MEMORANDUM OF PROCEEDINGS AT ADJOURNED FIRST MEETING.
(No quorum..)
(Title.)
Before at on theday of
19 at o'clock.
Mernorandurn-The adjourned meeting of (a) in the
above matter was held at the time and place above-mentioned;
but it appearing that there was not a quorum of (a)
qualified to vote present or represented, no resolution was passed,
and the meeting was not further adjourned.
Chairman.
- - FORm 22. (rule- 130).
LIST OF CREDITORS .(a) PRESENT TO BE USED AT EVERY MEETING.
(Title.)
Meeting held at this day of 19
Number. Names of creditors (a) present or represented. Amount of
proof.(b)
$
2
8
7
7 Total number of creditors (a) present or represented.
FORm 23,. (rule 39.)
STATEMENT OF AFFAIRS.
(Title.)
STATEMENT OF AFFAIRS on the day of 19
the date of the winding-up order (or such other date as the Official
Receiver has for special reasons directed).
I,-As regards Creditors.
Gross
liabili- Liabilities. Expected Assets. Estimated to produce.
ties. to rank
$ Debts and liabilities. viz-(a) Property as per List
(a) ...-Unsecured 'H', viz-
creditors as per List (a) Cash at bankers
'W' (state number). (b) Cash in hand ...
$ (c) Stock in trade ...
reditors
f.,, ecured (Estimated cost, $
1 clo -
(not mc uding (d) Machinery ... ...
debenture hol- (c) Trade fixtures, fit-
ders), as per tings, utensils, &c.
List 'B .................. (f) Investments in
Estimated value shares, &c . ... ...
of securities (g) Loans on mortgage.
(h) Otherproperty,
Estimated viz-
surplus $
Carried to List (b) Book debts
'C .............. ...debtors), as per List
..............1,111, viz-
Balance to con- Good ........ ... ...
tra (d) . .. $ $
(c) creditors
partly secured,
as ', per List Doubtful... ...
c ... ... ... $
Less estimated
value of Bad..... ... .
seacurities
Estimated to rank for
dividend .......... ... ... Estimated to produce
(d) Liabilities on $
bills discounted (c) Bills of ex-
other than the change,or other
company's own similar securities
acceptances forties on hand,
value, sa per asper List 'J.' ...
List 'D' --- Estimated to produce
Of which it is (d) Surplus from securi-
expected will ties in the hands of
rank for divi- creditors fully secured
dend ..........(per contra) (b) ...
(e) Other liabilities-
, as per List
Of which it is (e)Unpaid calls
debtors), as per
expected will List 'K' ...
rank for divi- Estimated to produce
dend ....... ...
$ Estimated total assets
(f) preferential Deduct preferential
.. creditors as per con-
creditor for
rates, taxes,....tra (f) ... ... ...
wages, &C., as
per List 'F-Estimated amount available
deducted con- to meet claims of deben-
tra .......................$ ture holders ... ... ...
Deduc t loans onde
(9) Loan o a de_ benturebonds seur
benturebonds, edon the assets of
as per List 'G' the company as per
dedu eted con- contra (g) ... ...
tra (
holders) .................... Estimated amount avail.
.......able to meet unsecured
.....$ creditors, subject to cost
Of liquidation ... ... ...
Estimated surplus (if any)Estimated deficiency of
aftero meeting liabilitigassetsto meet liabilities
Of company, subject of the company, subject
cost of liquidation .......... to cost of liquidation
The nominal amount of unpaid capital liable to he called up is $ which is
[available to meet above deficiency] or [charged to debenture holden],
or as the case may be.
FORm 23,-Continued.
STATEMENT OF AFFAIRS
IL-As regards Contributories.
$ $
Capital issued and alloted, Estimated surplus as
Viz- above (ifany)subject
Founder' Shares of to cost of liquidation
$ per share
Shareholders.)
(a) Issued as fully
paid.
Amount called up at
$ per share,
as per List 'L'
Ordinary Shares of $
per shareShare
holders.)
(a) Issued as fully
paid.
Amount called up at
$ . per-share,
as per List 'M'
Preference Shares of $
per shareShare
holders.)
(a) Issued as fully
paid.
Amount called up at
$ per share,
as per List 'N'
(b)
Amount, if any, paid
in advance of call.
$
Less unpaid calls eAimated
to be irrecoverable $
Total deficiency as ex-
Add deficiency to meet liabilities plained in Statement
as above .............. ... ... ... 'O'
of make oath and say
that 6e foregoing statement and the several lists hereunto annexed
marked are, to the best of my knowledge and
belief, a full, true, and complete statement of the affairs of the
above-named company, on the day of 19
the date of the winding-up order (a).
Sworn at
in the Colony of Hong Kong this day of 19
Before me.
A Commissioner, &c.
Signature.
Note-The Commissioner is particularly requested, before
swearing the affidavit, to ascertain that the full name, address, and
description of the deponent are stated, and to initial all crossings-out
or other alteratimg on the printed form. A deficiency in the affidavit
in any of the above respects will entail its refusal by the court, and
will necessitate its being re-sworn.
(a) Where the Official Receiver has directed any date other than
the date of the winding-up order substitute such other date.
LIST 'A'
UNSECURED CREDITORS.
The names to be arranged in alphabetical order and numbered
consecutively, creditors for $100 and upwards being placed first.
Notes-1. When there is a contra account against the creditor,
less than the amount of his claim against the company, the amount
of the creditor's claim and the amount of the contra account should
be shown in the third column, and the balance only be inserted
under the heading 'Amount of Debt', thus:
$ c.
Total amount of claim ... ... ...
Less.. Contra account ... ... ...
No such set-off should be included in List 'I'.
2. The particulars of any bills of exchange and promissory notes
held by a creditor should be inserted immediately below the name
and address of such creditor.
3. The names of any creditors who are also contributories, or
alleged to be contributories, of the company must be shown
separately, and described as such at the end of the List.
Dat
when contracted. Considera-
Address and Amount of
No. Name.oceu Pation. debt, tion.
Month. Year.
Signature
Dated 19
LIST 'B'.
CREDITORS FULLY SECURED (NOT INCLUDING DEBENTURE HOLDERS).
d Da when
2 Amount contracted. . 1
Estimated Estimated
No. 1: r
L0 Cd of value of surplus from
W ' X: debt. .2. 0~ security.
-0,5 - W security.
Month. Year.
0
10 P. 0
$
Signature
Dated 19
LIST 'C'.
CREDITORS PARTLY SECURED.
(State whether also contributories of the company.)
Date when -0
0 Amount contracted. A O.C Estimated Balance of
No. of 20 pi value of debt
W debt. 0 security. unsecured.
ffi Month. Year. 0~ 0 J.~
0 C0
0
$ $ $
Signature
Dated 19
LIST 'D'.
LIABILITIES OF COMPANY ON BILLS DISCOUNTED OTHER THAN THEIR OWN
ACCEPTANCES FOR VALUE.
Acc Whether Holder's Amount
eDtor's name,expected to
No. name, liable as Date when Amount address. and
.ddress, and drawer or due. rank for
occupationdividend.
occupation indorser. (if known).
$ $
Signature
Dated 19
LIST 'E'.-OTIIER LIABILITIES.
FULL PARTICULARS OF ALL LIABILITIES NOT OTHERWISE SCHEDULED
TO BE GIVEN HERE.
Date when Amount
Name Of Address Amount of liabilityNature Considera- expected to
No. creditor andliability orincurred. oftion. rank against
,,.,oroccupationclaim. liability. assets for
rnant, Month. Year. dividend.
Signature
Dated 19
LIST 'F'.
PREFERENTIAL CREDITORS FOP RATES, TAXES, SALARIES AND WAGES.
Address NaturePeriodduring Date Amount Difference
N, Name ofand of which claim when Amount of payable ranking for
creditor.Oc~upa- c claim.
tion. ',aim. accrued due. due. in full. dividend.
$ $
Signature
Dated 19
LIST 'G'.
LIST OF DEBENTURE HOLDERS.
The names to be arranged in alphabetical order and numbered consecutively.
Separate Lists must be furnished of holders of each issue of debentures,
should more than one issue have been made.
Description of assets
No. Name of holder. Address. Amount. over which
security extends.
$
Signature
Dated 19
LIST 'H'.
PROPERTY.
Full particulars of every description of property not included in
any other lists are to be set forth in this list.
Full statement and natureEstimated Estimated to
of property. cost.produce.
$
(a) Cash at Bankers .. ................
(b) - Cash-in-hand- a ............ A
(c) Stock in trade, at ...............
(d) Machinery, at ........................
(e) Trade fixtures, fittings, office
furniture, utensils, &c . ........
(f) Investments instocks or [State
shares, &c . ........................particulars.]
(o) Loans for which mortgage or [State
other security held .................particulars.]
(h) Other property, viz . ...........
Signature
Dated 19
LIST 'I'.
DEBTS DUE TO THE COMPANY.
The names to be arranged in alphabetical order, and numbered consecutively.
NOTE-If any debtor to the company is also a creditor, but for a
less amount than his indebtedness, the gross amount due to the company
and the amount of the contra account should be shown on the 3rd column,
and the balance only be inserted under the heading 'Amount of Debt%
thus-
$ c.
Due to company ... ... ... ...
Less: Contra account ... ... ...
No such claim should be included in sheet 'A'.
Folio of
ledger or When Particulars
Residence Amount of debt. other bookcontracted. Estimated of any
No. Name. and where to securities
occupation. particulars produce. held for
to be debt.
Go Doub ful. Bad.found.Month. Year.
$ $ 0 $ $
Signature
Dated 19
LIST (U1P.
BILLS OF EXCHANGE, PROMISSORY NOTES, &C., ON HAND AVAILABL E AS ASSETS.
Particulars of
Name of any property
No.acceptor of Address, etc. Amount of Date when Estimated to held as
bill or note. bill or note. due.produce. security for
payment of
bill or note.
$
Signature
Dated 19
LIST 'W'-UNPAID CALLS.
Consecu-No. in Name of Address Amount of
'No. of call per Total amount Estimated
tive Share share- andshares sharedue. to reali.e.
No. , Register.holder. occupaton. held.unpaid.
$ $
Signature
Dated 19,
LIST 'L'.
LIST OF FOUNDERS' SHARES.
Consecu- Register Name of Nominal No. of Amount per Total am'
tive share- Address. amount ofshares share ount
No. No. holder. share. held.called up. d up.
$
Signature
Dated 19
LIST 'M'.
LIST OF ORDINARY SHARES.
Consecu-Register Name of Nominal No. of Amountper Total amount
tive share- Address. amountof shares share
No. No.holder. share.held. called up. called up.
$ $
Signature
Dated 19
LIST 'N'.
LIST OF PREFERENCE SHARES.
Con- Re-Name of Nominal No. of Amount Total
aecutivegister share- Address. amount shares per share amount
No. No.holder. of share. held. called up. called up.
$
Signature
Dated 19
LIST '0' (1).
Deficiency Account.
(1) DEFICIENCY ACCOUNT WHERE WINDING-UP ORDER MADE WITHIN
THREE YEARS OF FORMATION OF COMPANY.
$ $
I. Gross profit (if any) I. Expenditure in carrying on
arising from carrying business from date of forma-
on business from date tion of company to date of
of formation of com- winding-up order, viz-
pany to date of wind-
ing-up order (as per -
Trading Account an- 0
nexed) ... ...
be .0 U
Il. Receipts, if any, d'
during same period O.C
f remundermentioned
sources- 0
Interest on loans .......$ $
Interest on deposits.....II. General Expendi-
Transfer fees ... ture-
Amount paid on Salaries ...
shares issued and
subsequently for-Wages not charg-
feited (as per listed in Trading
annexed) ................ Account ...
...............Rent
III. Other receipts, if any, Rates and Taxes
during same period Law costs ...
-not- - included- -under..Commission .
any of the aboveInterest on Loans.
headings, viz. ............ Interest on De-
bentures ... ...
IV. Deficiency as perMiscellaneous ex
statement of affairs-penditure (as
Part II . ................. ... ... per details an-
nexed) ... ...
III. Directors' fees
from date of for-
mation of com-
pany to date of
winding-up order.._-,-1-
IV. Dividends declared
during same period.,
V. Losses and depreciation writ-
ten. off in company's books
(1)-
Bad debts ... ... ... ... ...
Losses on investments ... ...
Depreciation on property ...
Preliminary expenses ... ...
VI. Losses and depreciation not
written off in eompany's
books, now written off by
directors (1)-
Bad debts ... ... ... ... ...
Losses on investments ... ...
Depreciation on property ...
Preliminary expenses ... ...
VII. Other losses and expenses
Total amount to be account-
ed for ... ... ... (2)Total amount accounted for (2)
NOTES-(1) Where particulars are numerous they should be inserted in a separate
schedule.
(2) These figures should agree.
Signature
Dated 19
LIST '0' .(2).
Deficiency Account.
(2) DEFICIENcy AccoUNT WHERE WINDING-UP ORDER MADE MORE
THAN THREE YEARS AFTER FORMATION OF COMPANY.
$ $
I. Excess of assets over I. Excess of capital and liabili-
capital and. liabilities ties over assets on the (1)
on the (1) day of day of 19
19 (if any), as per company's
(if any) as per com- Balance Sheet. (This and any
pany's Balance Sheet. previous Balance Sheets to be
(This and any previous annexed or handed to O.R.)
Balance Sheets to he
annexed or handed to II. Expenses of carrying on busi-
0. R.) .....ness from the ( 1) day
19---to dat.-.f
Il. Gross profit (if any) winding-up order, viz-
arising from carrying
on business from the
day of
19.
to date of winding-up P:,0
P3 4
order as per Trading O.C
Account annexed ................ 0~ PN
III. Receipts (if any)
during same period $ $
fromundermentionedGeneral Expendi-
sources : - tu re-
Interest on loans Salaries ...
Interest on depositsWages not char-
Transfer fees ...... ged in Trading
Amounts paid on Account ...
shares issued and.....Rent ... ...
subsequently for-Rates and Taxes'
feited (as per lists....Law costs ...
annexed) .......... Commission
................Interest on loans.
IV. Other receipts (if any) Interest on de-
during same Period not bentures
included under any of Miscellaneous ex.
the above headings penditure (as
V. Deficiency as per per details an-
statement of....affairs nexed) ...
(Part II) III. Directors' fees
from the (1)
day of
19 , to date of
winding-up order
IV. Dividends declar-
ed during same
period ... ... ...
V. Losses and depreciation from
the day of ' 19
(1), written off in company's
books viz (2)-
Bad debts... ... ... ...
Losses on investments ... ....
~Depreciation of property ...
Preliminary expenses ... ...
VI.Losses and depreciation not
written ofF in company's
books, now written off by
Directors (2)--
Bad debts ... ...
Losses on investments ... ...
Depreciation of property ...
Preliminary expenses ... ...
VI . Other I sees and expenses (2).
Total amount to be account-
ed for (3) $ Toe] amount accounted for (3) $
NOTES-(1) Three years before date of winding-up order.
(2) Where particulars are numerous they should be inserted in a separate
schedule.
(3) These figures should agree.
Signature
Dated 19
LIST 'P'.
IN SUBSTITUTION FOR SUCII OF THE LISTS NAMED 'A' TO '~O'
AS WILL HAVE TO BE RETURNED BLANK.
Remarks.
Where no particulars are
entered on any one or more
List. Particulars, as per front sheet. of the Lists named 'A' to
'0' the word 'Nil' should
be inserted in this column
opposite the particular List
or Lists left blank.
A Unsecured creditors ... ... ... ... ...
B Creditors fully secured (not including
debenture holders) ... ... ... ... ...
c Creditors partly secured ... ... ...
DLiabilities on bills discounted other than
the company's own acceptances for
value ... ... ... ... ... ... ... ...
E Other liabilities ... ... ... ... ...
P Preferential creditors for rates, taxes.
wages, &c.
G---- Lo-ans-on debenture- bonds ... ... ... ...
H Property .......... ... ... ... ... ...
I Book debts .......... ... ... ... ... ...
j Bills of Exchange or other similar securi-
ties on hand..... ... ... ... ... ...
K Unpaid calls ........ ... ... ... ...
L Founders' shares..... ... ... ... ... ...
m Ordinary shares....... ... ... ... ...
N Preference shares.... ... ... ...
0 Deficiency Account ... ... ... ... ...
Signature
Dated 19
FORM 24. (rule 45)
REPORT OF RESULT OF MEETING OF CREDITORS OR CONTRIBUTORIES.
In the matter, &c.
1, A.B., the Official Receiver of the court [or as the case may be]
chairman of a meeting of the creditors [or contributories] of the
above-named company summoned by advertisement [or notice] dated
the day of 19 , and held on the day
of 19 at , in the , do hereby
report to the court the result of such meeting as follows-
The said meeting was attended, either personally or by proxy,
bycreditors whose proofs of debt against the said
company were admitted for voting purposes, amounting in the whole
to the value of $ [or bycontributories, holding
in the whole shares in the said company, and entitled
respectively by the regulations of the company to the number of
votes hereinafter mentioned].
The question submitted to the said meeting was, whether the
creditors [or contributories] of the said company wished that
[here state proposal submitted to the mecting].
The said meeting was unanimously of opinion that the said
proposal should [or should not] be adopted; [or the result of the
voting upon such question was as follows: ] (a)
Voting on resolutions.
RESOLUTIONS AT MEETINGS. For. Against.
No. Amount. No. Amount.
(State the substance of any resolu-
tions passed and give names
of committee of inspection (if
any), and amount of their
proofs if creditors or shares if
contributories).
CREDITORS-
NO. Shares. Votes. No. Shares. Votes.
CONTRIBUTORIES-
Dated this day of 19
(Signed) H.T.
Chairman.
FORm 25. (rule 454
ORDER APPOINTING LIQUIDATOR.
(Title.)
the day of 19
Upon the application of the Official Receiver and provisional
liquidator of the above-named company, by summons dated
and upon hearing the applicant in person and upon reading
the order to wind up the said company dated 19 1
and the reports of the Official Receiver of the results of the meetings
of creditors and contributories made to the court and respective ly
dated the , and the affidavit of
as to the fitness of the liquidator hereinafter
named filed It is ordered that
of
be appointed liquidator of the above-named company.
(a) It is also ordered that the following persons be appointed
a committee of inspection to act with the said liquidator, namely-
And it is ordered that the said liquidator do within 7 days from
the date of this order give security ta the satisfaction of the Official
Receiver as provided by the Companies (Winding-up) Rules.
And notice of this order is to be gazetted and advertised in the
(b).
FORM 26. (rule 47.)
CERTIFICATE THAT LIQUIDATOR OR SPECIAL MANAGER
HAS GIVEN SECURITY.
(Title.)
This is to certify that A.B., of who was on the
day of ' 19appointed liquidator
[or special manager] of the above-named company, has duly given
security to the satisfaction of the Official Receiver.
Dated this day of 19
(Signed) i.S.
Official Receiver.
FORM 27. (rule 45.)
ADVERTISEMENT OF APPOINTMENT OF LIQUIDATOR.
In the matter of Limited.
By order of the dated the day of 19
Mr. of has been appointed liquidator
of the above-named company with [or without] a committee of
inspection.
Dated this day of ig
FORm 28. (rule 46.) Fee $3.00.
Notice of Appointment of Liquidator.
MEMBERS OR CREDITORS VOLUNTARY WINDING UP OR
WINDING UP BY THE COURT.
Pursuant to Section 238.
- --Name-of company-or title--of proceedings (asthe _case maybe)-
To The Registrar of Companies.
I, (or We) of
hereby give you notice that I (orWe) have been app3inted
liquidator(s) of
Company, Limited by (a)
(Signature)
(b)
Dated this day of 19
Presented for filing by
FORM 29. (rules 50-52.)
ORDER DIRECTING A PUBLIC EXAMINATION.
(Title.)
Upon reading the reports of the 1 Official Receiver in the above
matter, dated respectively the day of 19
the day of 19 and
It is ordered that the several persons whose names and addresses
are set forth in the schedule hereto do attend before the court on
a day and at a place to be named for the purpose, and be publicly
examined as to the promotion or formation of the company, and as
to the conduct of the business of the company, and as to their
conduct and dealings as directors or officers of the company.
THE SCHEDULE REFERRED TO.
Name. Address. Connexion with the
company,
FORm 30. (rule 54.)
ORDER APPOINTING A TIME FOR PUBLIC EXAMINATION.
(Title.)
Upon the application -of the- Official Receiver-in the above matter,
it is ordered that the public examination of
who, by the order of the court dated the day or
19 , was directed to attend before the court t,,)
be publicly examined, be held at the Courts of Justice on the
day of 19 at o'clock in the
noon.
And it is ordered that the above-named
do attend at the place and time above-mentioned.
Dated this day of 19
NOTE-Notice is hereby given thatif you, the al)ove,7ia-ed
fail, without reas enable excuse, to attend
at the time and p!aec aforesaid, you will be liable to be conimitted to prison
without further notice.
FORM 31. (rule 54)
NOTICE TO ATTEND PUBLIC EXAMINATION.
(Title.)
Whereas by an order of this court, made on the
day of 19 , it was ordered that you, the
undermentioned
should attend before the c,)urt on the day end at a place to be
named for the purpose, and be publicly examined as to the promotion
or formation of the company, and as to the conduct of the business
of the company, and as to your conduct and dealings as (a)
And whereas the day of 19
at o'clock, in thenoon, before the
sitting at has been appointed as the time and
place for holding the said examination.
Notice is hereby given that you are required to attend at the said
tirne and place, and at any adjournments of the examination which
may be ordered, and to bring with you and produce all books, papers,
and writing and other documents in your custody or power in any
way relating to the above-named company.
- - And-take- notice that -if you- fail,- without reasonable -excuse; to
attend at such time and place, and at the adjournments of the said
public examination which may be ordered, you will be liable to be
committed to prison without further notice.
Dated this day of 19
To
Official Receiver.
FORM 32. (rule 60.)
APPLICATION FOR APPOINTMENT OF SHORTHAND WRITER TO TAKE
DOWN NOTES Or PUBLic EXAMINATION AND ORDER THEREON.
(Title.)
Ex parte the Official Receiver.
I, the Official Receiver
herein, do hereby, pursuant to rule 60 of the Companies (Winding
Up) Rules, apply to the court for an order for the appointmeit
of of
to take.down in shorthand tlic notes of examination of
at their public examination, the costs of taking such notes, and of
niakin.--- a transcript thereof, to be paid in accordance with rule 60.
Dated this day of 19
Official Receiver.
Before
Upon the application of the Official Receiver the court hereby
appoints of
to take down in shorthand
the notes of examination of the persons mentioned in the above
application at their public examination, or at any adjournment thereof
pursuant to rule 60 of the Companies (Winding Up) Rules, the costs
of taking such notes, and of making a transcript thereof, to be paid
in accordance with rule 60.
Dated this day of 19
FORm 33. (rule 60.)
DECLARATION BY SHORTHAND WRITER.
(Title.)
Before
I, ' of
the shorthand writer appointed by this court to take down thi
examination of , do solemnly and sincerely declare
that I will truly and faithfully take down the questions and answers
put to and given by the said in this matter, and will
deliver true and faithful transcripts thereof as the court may direct.
Dated this day of 19
[Declared before me at the time and place
above-mentioned.]
FORm 34. (rule 57.)
NOTES OF PUBLIC EXAMINATION WHERE A SHORTHAND WRITER
IS APPOINTED.
(Title.)
Public examination of (a).
Before at the court
this day of 19
The above-named , being sworn and examined at the
time and place above-mentioned. upon the several questions following
being put and propounded 0 him, gave the several answers thereto
respectively following each question, that is say:-
A.
These are the notes of the public examination referred to in the
memorandum of public examination oftaken before me
this day of 19
Fop-x 35. (rule 57.)
NOTES OF PUBLIC EXAMINATION WHERE A SHORTHAND WRITER
IS NOT APPOINTED.
(Title.)
Public examination of (a).
Before at the court
Dated this day of 19
The above-named 1 being sworn and examined at the
time and place above-mentioned, upon his oath saith as follows-
A.
These are the notes of the public examination referred to in the
memorandum of public examination of taken before me
this day of 19
FORm 36. (rule 61.)
REPORT TO THE COURT WHERE PERSON EXAMINED REFUSES TO
ANSWER.TO SATISFACTION OF REGISTRAR OR OFFICER.
(Title.)
At the examination of (a) held before me
this day of 19 the following question
-- was-[allowed by me to-be]-put-to-the said
Q. (b)
The (c) refused to answer the said question.
(or) The (c) answered the said question as follows:-
A. (d)
I thereupon named the day of 19
at as the time and place for such [refusal to] answer to be
reported to the Hon. Mr. Justice [or His Honour
Mr. Justice
Dated ~his day of 19
Registrar.
[or as the case may be].
FORm 37. (sec. 207.)
ORDER ON PERSONS TO ATTEND AT CHAMBERS TO BE EXAMINED.
(Title.)
A.B. of &c., and E.F. of &c., arehereby severally ordered to
attend at (a) on the day of , at
of the clock in the noon, to be examined on the part of
the Official Receiver [or the liquidator] for the purpose of proceedings
directed by the court to be taken in the above matter. [And the
said A.B. is hereby required to bring with him and produce, at the
time and place aforesaid, the documents mentioned in the schedule
hereto, and all other books, papers, deeds, writings, and other
documents in his custody or power in anywise relating to the above-
named company.]
Dated this day of 1This order was made on the application of Messrs. C. and D., of
Solicitors for
The schedule above referred to.
FORm 38. (rule 56.)
WARRANT AGAINST PERSON WHO FAILS TO ATTEND EXAMINATION.
(Title.)
To the bailiff of our said court, and to each and all the police
officers of this Colony and to the Commissioner of Prisons.
WHEREAS by an order of this court, made on the day
of 19 , (a) was ordered to attend before the
court on a day and at a place to be named for the purpose of being
publicly examined.
AND WHEREAS by evidence taken upon oath, it hath been
made to appear to the satisfaction of the court that the day
of 1 19 , at o'clock in the noon
before the court sitting at the Courts of Justice was appointed as
the tinie and place for holding the said examination, and that
notice of the said order and of the said time and place so appointed
was duly served upon the said (a)
(AND WHEREAS the said (a) did without good cause
fail to attend on the said day of ' 19 1
for the purpose of being examined, according to the requirements of
the-said order of-this court made-on-the- -day qf
19 , directing him so to attend.)
(or, and that the said (a)has absconded (or, and that there
is good reason to believe that the said (a) is about
to abscond) with a view to avoiding examination under the Com
panies Ordinance (Chapter 32 of the Revised Edition).
THESE ARE THEREFORE to require you the said bailifl' and
police officers to lake the said (a) and to deliver him to the
Commissioner of Prisons, and you the said Commissioner of Prisons
to receive the said (a) and him safely keep in prison until
such time as this Court may order.
Dated the day of 19
Registrar.
FoRm 38A. (rule 56.)
ORDER FOR WARRANT OF ARREST OF PERSON WHO HAS FAILED TO
ATTEND PUBLic EXAMINATION.
(Title.)
Upon the application of SM. the Official Receiver and Liquidator
of the above named company by summons dated the
day of 19, and upon hearing the applicant in
person and upon reading the order to wind up the said company
dated .......the order dated ....and the
affidavit of C.D. filed and the exhibits therein refered
to and by which said affidavit it has been made to appear to the
court that by the said order dated A.B. was directed
to attend before the court on a day to be named for the purpose
and be publicly examined as to the matters referred to in the said
order and that the .........day of at o'clock
in the ....noon at the Courts of Justice, Victoria, were
appointed as the day, time and place for holding the said examina-
tion and it has also been duly proved by the said affidavit of C.D.
that the said order dated the and the notice to
attend such examination on the ...at o'clock
respectively had been duly served upon the said A.B. and it appear-
ing that the said AX: without good cause failed to attend on the
..............................in pursuance of the said order of the (date).
IT- IS ORDERED- that - a-warrant do issue for the- arrest- of the
said A.B.
Dated the day of 19
Registrar.
FORm 39. (rule 63)
DISCLAIMER.
(Title.)
Pursuant to an order for the court dated the
day of 19 Y
I, the liquidator of the above-
named company, hereby disclaim all interest in the lease dated the
day of ' 19 whereby the
premises (a) were demised to
at a rent of $ per annum for a term of
Notice of this disclaimer has been given to
Dated this day of 19
Liquidator.
FORm 40. (rule 61)
NOTICE OF DISCLAIMER OF LEASE.
(Title.)
Take notice that, pursuant to an order of the court dated the
(lay of ' 19 1 11
, the liquidator of theabove-named company,
by writing under my hand bearing date the
day of ' 19disclaimed all interest in the lease
dated the day of ' 19 whereby the
premises (a) were demised to
at a rent of $ per annum for a term of
The above-mentioned disclaimer has been filed at the office of
the Registrar at the Courts of Justice and notice thereof filed in
the Land Office.
Dated this day of 19
Liquidator.
To
(address)
FORM 41. (rule 67.)
NOTICE BY LIQUIDATOR REQUIRING PAYMENT OF MONEY OR
DELIVERY OF BOOKS, &C., To LIQUIDATOR.
(Title.)
Take notice that I, the undersigned (a)
have been appointed liquidator of the above-named company, and
that you, the under-mentioned (b) 1 are required,
within- - - - - - - - - -days- after-service hereof,- to-pay- to me [or-
deliver, convey, surrender, or transfer to or into my hands]
as liquidator of the said company at my office,
situate at (c) &c., the sum of $ 1
being the amount of debt appearing to be due from you on your
account, with the said company [or any sum or balance, books,
papers, estate or efYeets], [or specifically describe the property] now
being in your hands, and to which the said company is entitled
[or otherwise as the case may be].
Dated this day of 19
(Signed)
Liquidator.
To (b)
.(Address)
FORM 42. (rule 68.)
PROVISIONAL LIST OF CONTRIBUTORIES TO BE
MADE OUT BY LIQUIDATOR.
(Title.)
The following is a list of members of the company liable to be
placed on the list of contributories of the said company, made out
by me from the books and papers of the said company, together with
their respective addresses and the number of shares [or extent of
interest] to be attributed to each and the amount called up and the
amount paid up in respect of such shares (or interest) so far as I
have been able to make out or ascertain the same.
In the first part of the list, the persons who are contributories in
their own right are distinguished.
In the second part of the said list, the persons who are con-
tributories as being representatives of, or being liable to the debts
of others, are distinguished.
FIRST PART-CONTRIBUTORIES IN THEIR OWN RIGHT.
Number
of sharesAmo nt Amount
Serial ---Name. Address.--Description. -[or - -called- - paid-
No. extent ofup. (a) up. (a)
interest].
OF, OR LIABLE TO THE DEBTS Or, OTHERS.
Number
In whatof sha esAmount Amount
Serial Name. Address. Description. character [or' called paid
No.included. extentof up. (a) up. (a)
interest].
(a) At date of commencement of wind;ng up.
FORm 43. (rule 69)
NOTICE TO CONTRIBUTORIES OF APPOINTMENT TO SETTLE
LIST OF CONTRIBUTORIES.
(Title.)
Take notice that I, the liquidator of the above-
named company, have appointed the day of
19 , at of the clock in thenoon, at (a)
, to settle the list of the contributories of
the above-named company, made out by me, pursuant to the Com-
panies Ordinance (Chapter 32 of the Revised Edition), and the rules
thereunder, and that you are included in such list. The character
and the number of shares for extent of interest] in and. for which
you are included and the amount called up and the amount paid up
in respect of such shares (or interest) is stated below; and if no
sufficient cause is shown by you to the contrary at the time and
place aforesaid,the list will be settled, including you therein.
Dated this day of 19
Liquid.ntor
To Mr. A.B. [and to Mr. C.D,.
his solicitor].
Number
No. on In whatof sharesAmount Amount
List. Name. Address. Description. character [or of called paid
included. extentup. (a) up. (a)
interest].
(a)At date of commencement of winding up.
FORM 44. (rule 69.)
AFFIDAVIT OF POSTAGE OF NOTICES OF APPOINTWNT TO
SETTLE LIST OF CONTRIBUTORIES.
(Title.)
a (a) make oath and say as follows:-
1. That 1 did on the day of 19 '
send to each contributory mentioned in the list of contributories made
out by the [Official Receiver and] liquidator on the
day of 19 , and now on the file of proceedings
of the above-named company, at the address appearing in such list,
a notice of the time and place of the appointment to settle the list
of contributories in the form hereunto annexed, marked 'A', except
that in the tabular form at the foot of such copies respectively I
~inserted the number, name, address, description, in what character
included and (b) the amount called up and the
amount paid up in respect of the shares (or interest) of the person
on whom such copy of the said notice was served.
2. That I sent the said notices by putting the same prepaid into
the post office at before the hour ofo'clock
in the noon on the said day
Sworn, &c.
FORm 45. (rule 70.)
CERTIFICATE OF LIQUIDATOR OF FINAL SETTLEMENT OF
THE LIST OF CONTRIBUTORIES.
(Title.)
Pursuant to the Companies Ordinance (Chapter 32 of the Reviscd
Edition), and to the rules made thereunder, 1, the undersigned, bein-,
the liquidator- of -the-above-named- company, -hereby -certify that-the
result of the settlement of the list of contributories of the above-
named company, so far as the said list has been settled, up to the
(late of this is as follow-
1. The several persons whose names are set forth in the second
column of the First Schedule hereto have been included in the said
list of contributories as contributories of the said company in rcspect
of the (a)
set opposite the names of such contributories respectively in the
said schedule.
1 have, in the first part of the said schedule, distinguished such of
the, said several persons included in the said list as are contributories
in their own right.
I have, in the second part of the said schedule, distinguished
such of the said several persons included in the said list as are con-
tributories as being representatives of or being liable to the debts
of others.
2. The several persons whose names are set forth in the second
column of the Second Schedule hereto, and were included in the
provisional list of contributories, have been excluded from the said
list of contributories.
3. 1 have, in IL-lie sixth column of the first part of the First
Schedule and in the seventh column of the second part of the First
Schedule and in the same column of the Second Schedule, set forth
opposite the name of each of the several persons respectively the
date when such person was included in or excluded from the said
list of contributories.
4. 1 have in the seventh and eighth columns of the first part of
the First Schedule hereto and in the eighth and ninth columns of
the second part of the said schedule, set forth opposite the names
of each of the said persons respectively the amount called up at the
date of the commencement of the winding up and the amount paid
at such date in respect of their shares (or interest).
5. Before settling the said list, 1 was satisfied by the affidavit of
, clerk to
duly filed with
the proceedings herein, that notice was duly sent by post to each of
the persons mentioned in the said list, informing him that he was
included in such list in the character and for the (a)
stated therein and of the amount called up and the amount paid
up in respect of such shares (or interest) and of the day appointed
for finally settling the said list.
Dated this day of 19
In the matter of Limited.
The FIRST SCHEDULE above referred to.
FIRST PART-CONTRIBUTORIES IN THEIR OWN RIGHT.
Number
Serial of sharesDate when Amount Amount
Descrip- included
No. in Name. Address, ti. [or in the called paid
List. n. extent I up. up.
interest]. List.
In the matter of . Limited.
SECOND PART-CONTRIBUTORIES AS BEING REPRESENTATIVES
OF OR LIABLE To-THE- DEBTS OF__OTHERS_._
NumberDate whenAmount
Serial Name. Address DescriIn what of shares included Amount
No. in P- character[or in the called paid
List. tion. included.extent of List. up. up.
interest].
In the matter of Limited.
The SECOND SCHEDULE above referred to.
In what Number Date when
Serial of shares excluded
No. in Name. Address. Description. character [or
List. Proposed to from the
be included.extent of
interest]. List.
FORM 46. (rule 71.)
NOTICE TO CONTRIBUTORY or FINAL SETTLEMENT OF LIST OF
CONTRIBUTORIES AND THAT HIS NAME IS INCLUDED.
(Title.)
Take notice that I,, the liquidator of the above
named company, have, by certificate, dated the day of
19 , under my hand, finally settled the list
----of- contributories -of the -said -company,- and _that_ you are included
in such list. The character and the number of shares Lor extent
of interest] in and for which you are included and the amount
called up and the amount paid up in respect of such shares (or
interest) is stated below.
Any application by you to vary the said list of contributories or,
that your name be excluded therefrom, must be made by you to
the court by summons within 21 days from the service on you of
this notice, or the same will not be entertained.
The said list may be inspected by you at the chambers of the
Registrar at the Courts of Justice on any day between the hours of
and
Dated this day of 19
(Signed)
Liquidator.
To Mr.
[or to Mr.
his solicitor].
Number
No. i n In whatof shares Amount Amount
List. Name. Address. Description. character [or called paid
included. extent of up. (a) up. (a)
interest].
(a) At date, of commencement of winding up.
FORm 47. (rule 73.)
SUPPLEMENTAL LIST OF CONTRIBUTORIES.
(Title.)
1.The following is a list of persons who, since making out the
list of contributories herein, dated the day of
19 ~ I have ascertained are, or have been,
holders of shares in [or members of] the above-named company,
and to the best of my judgment are contributories of the said
company.
2. The said supplemental list contains the names of such persons
together with their respective addresses and the number of shares
[or extent of interest.] and the amount called up at the commence-
ment of the winding up and the amount paid at such date in respect
of the shares (or interest) to be attributed to each.
3. In the first part of the said list such of the said persons as
are contributories in their own right are distinguished.
4. In the second part of the said list such of the said persons as
are contributories as being representatives of, or being liable to the
debts of others, are disti[The svpplemental list isto be made out in the same form, as the
original list.]
FORM 48. (rule 71.)
AFFIDAVIT OF SERVICE oF NOTICE TO CONTRIBUTORY.
(Title.)
(a) of make
oath and say as follows:~
1. 1 did on the day of 19 in the
-manner -hereinafter mentioned, serve- a--true copy -of the notice now
produced and shown to me and marked 'A', upon each of the
respective persons whose names, addresses, and descriptions appear
in the second, third, and fourth columns of the First Schedule to the
list of contributories of the said company made out by the [Official
Receiver and] liquidator of the company on the day of
19 , and now on the file of proceedings
of the said company. In the tabular form at the foot of such copies
respectively I inserted the number on list, name, address, description,
in what character included, and (b)and the
amount paid up and the amount called up at the date of the com-
mencement of the winding up in respect of the shares (or interest)
of the person on whom such copy of the said notice was served, in
the same words and figures as the same particulars are set forth
in the said schedule.
2. 1 served the said respective copies of th(, said notice, by
putting such copies respectively, duly addressed to such persons
respectively, according to their respective names and addresses
appearing in the said schedule, and by placing the same prepaid in
the Post Office at before the hour of
o'clock in the noon of the said day of
19
Sworn, &c.
FORM 49. (rule 72.)
ORDER ON APPLICATION TO VARY LIST OF CONTRIBUTORIES.
(Title.)
Upon the application of WX, by summons dated the
day of 19 , for an order that the list of contributories
of the company and the liquidator's certificate finally settling the
same be varied by excluding the name of the applicant therefrom
ror, as the case may be], and upon hearing, &c., and upon reading
&c., It is ordered, that the list of contributories of the company
and the liquidator's certificate finally settling the same be varied
by excluding, the name of the said W.1V. from the said list of
c~ntributories, or by including the name of the said W.N. as a
contributory in the. said list for shares,
[or, as the case may be] [or the court does not think fit to make
any order on the said application, except that the said W.N. do pay
to the liquidator of the said company his costs of th;A application,
to be taxed in case the parties ditTer].
FORM 50. (rule 74 (1).)
NOTICE TO EACII MEMBER OF COMMITTEE OF INSPECTION
OF MEETING FOR SANCTION TO PROPOSED CALL.
(Title.)
Take notice that a meeting of the committee of inspection of the
above company will be held at on the (a)
day of 19 , at o'clock in the
noon, for the purpose of considering and obtaining the sanction of
the committee to a call of $ per share proposed to be made
by the liquidator on the contributories.
Annexed hereto is a statement showing the necessity for the
proposed call and the amount required.
Dated this day of 19
(Signed)
Liquidator.
STATEMENT.
1.The amount due in respect of proofs admitted against the
company, and the estimated amount of the costs, charges, and
expenses of the winding up, form in the aggregate the sum of
$ or thereabouts.
2. The assets of the company are estimated to realize the sum
of $ . There are no other assets, except the amount
due from certain of the contributories to the company, and in my
opinion it will not be possible to realize in respect of the said
amounts more than $
3. The list of contributories has been duly settled, and persons
have been settled on the list in respect of the total number of
shares.
4. For the purpose of satisfying the several debts and liabilities
of the company, and of paying the costs, charges, and expenses, of
the winding up, 1 estimate that a sum of $
will be required in addition to the amount of the company's assets
hereinbeforc mentioned.
5. In order to provide the said sum of $ it is neces
sary to make a call on the contributories, and having regard to the
probability that some of them will partly or wholly fail to pay the
amount of the call, I estimate that for the purpose of realizing th
amount required it is necessary that a call of $ per shar
should be made.
(Annex tabular statement showing amounts of debts, costs, &c.,
and of assets.)
FORm 51. (rule 74 (2).)
ADVERTISEMENT OF MEETING OF COMMITTEE OF INSPECTION TO
SANCTION PROPOSED CALL.
(Title.)
Notice is hereby given that the undersigned liquidator of the
above-named company proposes that a call should be made 'on all
the contributories of the said company', or, as the case may be,
of $ per share,- and _that- he has_summoned
a-meeting- of the --committee --of inspection of the company, to be
held at on the
day of 19 at o'clock in the
noon, to obtain their sanction to the proposed call.
Each contributory may attend the meeting, and be heard or
make any communication in writing to the liquidator or the members
of the committee of inspection in reference to the intended call.
A statement showing the necessity of the proposed call and the
purpose for which it is intended may be obtained on application to
the liquidator at his office at (a).
Dated this day of 19
Liquidator.
FORM 52. (rule 74 (4).)
RESOLUTION OF COMMITTEE OF INSPECTION SANCTIONING CALL.
(Title.)
Resolved, that a call of $ per share be made by the
liquidator on all the contributories of the company [or, as the case
may be].
(Signed)
Members of the Committee
of Inspection.
Dated this day of ~ 19
FORm 53. (rule 77.)
NOTICE OF CALL SANCTIONED BY COMMITTEE OF INSPECTION TO
BE SENT TO CONTRIBUTORY.
(Title.)
Take notice thatthe committee of inspection in the winding up
of this company have sanctioned a call of per share
-on all the- contributories of the company.
The amount due from you in respect of the call is the sum of
$ This sum should be paid by you direct to me at
my office (a) on or before the day of
19
Dated this day of 19
To Mr.
Liquidator.
NOTE-If you do not pay the sum due from you by the date mentioned
interest will be claimed on such sum at the rate of 8 per cent per annum from the
said date until payment.
FORm 54. (rule 75.)
SUMMONS FOR LEAVE TO MAKE A CALL.
(Title.)
Let the several persons whose names and addresses are set forth
in the second column of the schedule hereto, being contributories
of the above-named company, as shown in the third column of the
said schedule, attend at on the
day of ' 19 at o'clock in thenoon,
on the hearing of an application on the part of the [Official Receiver
and] liquidator of the company for an order that he may be at
liberty to make a call to the amount ofper share on all the
contributories [or as the case may be] of the said company.
Dated the day of 19
This summons was taken out by of Solicitors
for the [Official Receiver and] liquidator.
To
NOTE-If You do not attend either in person or by your solicitor, at the
time and place above-mentioned, such order will be made and proceedings
taken as the court may thinle just and expedient.
CAP. 32] Covipanies.
SCHEDULE.
Number on List. Name and address. In what character included.
Y
FORM 55. (rule 75.)
AFFIDAVIT OF LIQUIDATOR IN SUPPORT OF PROPOSAL FOR CALL.
(Title.)
of' -&C., the -liquidator of the above-named company,--
make oath and say as follows- x
1. 1 have in the schedule now produced and shown to me, and
marked with the letter 'A', set forth a statement showing the
amount due in respect of the debts proved and admitted against the
said company, and the estimated amount of the costs,,charges, and
expenses of and incidental to the winding up the affairs thereof, and
which several amounts form in the aggregate the sum of $
or thereabouts.
2. 1 have also in the said schedule set forth a statement of the lk
assets in hand belonging to the said company, amounting to the sum
of $ and no more. There are no other assets belonging to
the said company, except the amounts due from certain of the
contributories of the said company, and, to the best of my informa-
tion and belief, it will be impossible to realize in respect of the said
amounts more than the sum of $ or thereabouts.
3. persons have been settled by me on the list of
contributories of the said company in respect of the total number
of shares.
4. For the purpose of satisfying the several debts and liabilities
of the said company and of paying the costs, charges, and expenses
of and incidental to the winding up the affairs thereof, 1 believe the
sum of $ will be required in addition to the amount of the
assets of the said company mentioned in the said Schedule A, and
the said sum of $
5. In order to provide the said sum of $ it is necessary
to make a call upon the several persons who have been settled on
the list of contributories as before mentioned, and, having regard to
the probability that some of such contributories will partly or wholly
fail to pay the amount of such call, I believe that, for the purpose
of realizing the amount required as before-mentioned, it is necessary
that a call of $ per share should be made.
Sworn, &c.
FORm 56. (rale 75.)
ADVERTISEMENT OF APPLICATION FOR LEAVE TO MAKE A
CALL.
In the matter of
Notice is hereby given that the Supreme Court has appointed
the day of 19 1
-at- -o'clock-in-the -noon, at-the Courts-of Justice,-
to hear an application for leave to make a call on all the contribu-
tories of the said company [or as the case may be] and that the
liquidator of the said company proposes that such call shall be for
$ per share. All persons interested are entitled to attend
at such day, hour, and place, to offer objection to such call.
Dated this day of 19
Liquidator.
FORM 57. (rule 75.)
The day of 19
ORDER GIVING LEAVE TO MAKE A
CALL.
The day of 19
(Title.)
Upon the application of the 10 flicial Receiver and liquidator of
the above-named company, the order to wind up the above-named
company, the list of contributories of the said company and the
liquidator's certificate of the final settlement of the same, and the
affidavit of the said [Official Receiver and] liquidator, filed the
day of . 19 , and the exhibit marker
'W' therein referred to, and an affidavit of
filed the day of . 19
It is ordered that leave be given to the [Official Receiver and]
liquidator to make a call of $Per share on all the
contributories of the said company (a).
And it is ordered that each such contributory do on or before
the day of 19, pay to the [Official Receiver
and liqiordator of the
company, the amount which will be due from him or her in respect
of such call.
FORM 58. (rule 76.)
DOCUMENT MAKING A CALL.
(Title.)
I, the [Official Receiver and] liquidator of the
above-named company, in pursuance of (a) made
(or passed) this day of 19 1
hereby make a call ofper share on all the contributories
of the company, which sum is to be paid at any office (b)
on the day of 19
Dated this day of 19
FORm 59. (rule 77.)
NOTICE TO BE SERVED WITH THE ORDER SANCTIONING A CALL.
(Title.)
The amount due from you, A.B., in respect of the call made pursuant - to-
-leave- given by -the above for within] order- is- the- sum of $ , which sum is
to be paid by you to me as the liquidator of the said company at my office,
(a).
In default of payment interest at the rate of 8 per cent per
annum will be charged upon the amount unpaid from the day
of until payment.
Dated this day of 19
To Mr. A.B.
Liquidator.
FORm 60. (rule 78.)
AFFIDAVIT IN SUPPORT OF APPLICATION FOR ORDER FOR
PAYMENT OF CALL.
(Title.)
I, of, &c., the liquidator of the above-named company,
make oath and say as follows:-
1. None of the contributories of the said company, whose names
are set forth in the schedule heret) annexed, marked 'A', have paid
or caused to be paid the sums set opposite their respective nanies
in the said schedule, which sums are the amount now due from
them respectively under the call of per share, duly made
under the Companies Ordinance (Chapter 32 of the Revised Edition),
dated the day of 19
2. The respective amount or sums set opposite the names of such
contributories respectively in such schedule are the true amounts due and
owing by such contributories respectively in respect of the said call.
A
THE SCHEDULE ABOVE REFERRED
TO.
in what
No. on Description. character Amount due.
List. Name. Address. included.
Sworn, &c.
NOTE-In addition to the above affidavit, an affidavit of the service of the application for
the call will be required in cases in which the committee of inspection of the court has
authorized a call to be made.
FORm 61. (rule 783
ORDER FOR PAYMENT OF CALL DUE FROM A
CONTRIBUTORY.
The day of 19
(Title.)
Upon the application of the liquidator of the above-named com-
pany, and upon reading an affidavit of filed the
day of ' 19 and an affidavit of the liquidator
filed the day of ' 19 , it is ordered
that C.D..of, &c., [or E.F., of, &c., the legal personal representative
of LX, late of. &c., deceased], one of the contributories of the said
comnany [or, if againet several contributories, the. several persnnz;
named in the second column of the schedule C) this order, being
dectively contributories of the said company. do. on or before
the day ' 19 , or within four days
after service of this order, pay to A.B., the liquidator of the said
company at his office, (a)
, the sum of $ [if againet a legal
personal representative add, out of the assets of the said L.111.
deceased, in his hands as such legal personal representative as
aforesaid, to be administered in due course of administration. if the
said E.F. has in his hands so much to be administered, or, if against
several contributories. the several sums of money set opposite to the
respective names in the sixth column of the said schedule hereto],
such sum [or sums] being the amount [or amounts] due from the
said C.D. [or L.M.], [or the said several persons respectively], in
respect of the call of $ per share duly made, dated the
day 1,9
And it is ordered that the said several persons do within
the
like period and at the place aforesaid pay to the said A.B., as
such
liquidator as aforesaid, interest at the rate of 8 per cent
per
annum on the amounts specified in the sixth column of the
said
schedule from day of to
the
date of payment.
And it is ordered that the said several persons do within the like period
and at the place aforesaid pay to the said A.B., as such liquidator as aforesaid,
the several sums set opposite their respective names in the seventh column of
the said schedule, such sums being the proportion of the applicant's costs of
the said application payable by such several persons respectively.
[Add appropriate paragraphs as to amounts payable by married women
and legal personal representatives, if any.]
THE SCHEDULE REFERRED TO IN THE FOREGOING
ORDER.
In what
No. on Name. Address.Description.character Amount due.
List. included.
NOTF-The copy for service of the above order mus, be indorsed as follows
'If you, the undermentioned A.B., neglect to obey this order by the time mentioned therein
you will be liable to process of execution, for the Purpose of compelling you to. obey the same.'
FORm 62. (rule 78.)
AFFIDAVIT OF SERVICE OF ORDER FOR PAYMENT OF
CALL.
(Title.)
I, F.B., of, &c., make oath and say as follows
1. 1 did on the day of 19 personally
serve G.F., of &c., with
an order made in this matter by this court, dated the
day of ' 19 , i.,,hereb3, it was or Jered [set ont the
order] by delivering to and leavin.o. with, the said G.F., at
at the same
a true copy of the said order, and time producing
and showing unto him, the said G.F., the said original order.
2. There was indorsed on the said copy when so served the following
words, that is to say, 'If you, the undermentioned G.F., neglect to obey this
order by the time mentioned therein, you will be liable to process of execution
for the purpose of compelling liou to obey the same'.
Sworn, &C.
FORm 63. (rules 79-84.)
PROOF OF DEBT. GENERAL FORM
(Title.)
(a)
of make
oath and say:
(b) That I am -in the employ_ of- the Under-mentioned
creditor, and that 1 am duly authorized by to
make this af-ridavit, and that it is within my own knowledge 00
that the debt hereinafter deposed to was incurred and for the 5
consideration stated, and that such debt, to the best of my 0
knowledge and belief, still remains unpaid and unsatisfied.
(c) That I am duly authorized, under the seal of the company
hereinafter named, to make the proof of debt on its behalf.
1. That the. above-named company was, at the date of the
order for winding up the same, viz., the day of 0'
19 , and still is justly and truly indebted
to (d) in the sum of dollars for (D
(e) as shown by the account endorsed hereon, or
by the following account, viz-for which sum or any part
thereof I say that I have not nor hath (f) or (D
any person by (y) order to my knowledge or
0
belief for (g) use had or received any
manner of satisfaction or security whatsoever, save and except
the following (h)-
Date. Drawer. Acceptor. Amount Due date.
Admitted tovote
for $
the day
of 19
Official Receiver or
Liquidator.
Admitted to rank for
dividend for
this day
of 19
Official Receiver or
Liquidator.
Sworn at in the Colony of Hong Kong, [Deponent's
this d ay of 19 Signature]
Before nie
NOTE-The proof cannot be admitted for voting at the first meeting unless
it is properly completed and lodged with the Official Receiver before the time named
in the notice convening the meeting.
Bills of Exchange or other negotiable securities must be produced before the
proof can be admitted.
FORM 64. (rule 90.)
PROOF OF DEBT OF WORKMEN.
(Title.)
I (a) of (b)
make an oath and say: '
1. That-the above-named company was on the day of
19 , and -still is -justly and truly indebted to-the
several persons whose names, addresses, and descriptions appear in
the schedule endorsed hereon in sums severally set against their
names in the sixth column of such schedule for wages due to them
respectively as workmen or others in the employ of the company
in respect of services rendered by them respectively to the company
during such periods as are set out against their respective names
in the fifth column of such schedule, for which said sums, or any
part thereof, I say that they have not, nor hath any of them had or
received any manner of satisfaction or security whatsoever.
Sworn at
in the Colony of Hong Kong
this day of Deponent's Signature.
19
Before me
SCHEDULE referred to on the other side.
1. 2. 3. 4, 5. 6.
Period over
No. Full name of Address. Description. which Amount due.
workman. wages due.
$
Signature of Deponent.
FORm 65. (rule 94.)
NOTICE OF REJECTION OF PROOF OF DEBT.
(Title.)
Take notice, that, as [Official Receiver and] liquidator of the
above-named company, 1 have this day rejected your claim against
the company (a) [to the extent of $on the following
grounds-
And further take notice that subject to the power of the court
to extend the time, no application to reverse or vary my decision in
rejecting your proof will be entertained after the expiration of (b)
days from this date.
Dated this day of 19
Signature
Address
To [Official Receiver and] Liquidator
FORM 66. rule 101.)
LIST OF PROOFS TO BE FILED UNDER RULE 101.
(Title.)
I hereby certify that the following is a correct list of all proofs tendered
to me in the above matter during the past month.
Dated this day of 19
Liquidator.
Proofs tendered.
Name of creditor. Whether admitted,
Amount of rejected, or standing If admitted.
proofs over for further aniount.
consideration.
$ $
FORm 67. (rule 142 (1).)
NOTICE TO CREDITORS Or INTENTION TO DECLARE DIVIDEND.
(Title.)
A (a) dividend is intended to be declared in the above matter.
You are mentioned in the statement of affairs, but you have not
yet proved your debt.
If you do not prove your debt by the day of
19 , you will be excluded from this dividend.
Dated this day of 19
Liquidator.
To [Address.]
FORM 68. (rule 142 .(5).)
CERTIFIED LIST OF PROWS UNDER RULE 142 (5) COMPANIES (WINDING
UP) RULES, AND APPLICATION FOR ISSUE OF CHEQUES FOR
DIVIDEND ON COMPANIES LIQUIDATION ACCOUNT-
Companies Liquidation Account.
Ledger Folio
Re No.
I hereby certify that the following list has been compared.with
the proofs filed, and that the names of the creditors and the amounts
for which the proofs are -admitted are correctly stated.
(Signature)
Dated the day of 19
1 cert~fy that by my books the sum of $stands C) the
credit of the above c=pany with the companies liquidation
account at the bank and that the sum of $ is required
to meet the undermentioned dividends, on proofs which have been
duly made and admitted to rank for dividend upon the company_
and I have to reauest that orders for payment may be issued to
me.
The dividend is payable on the day of
19, and notice of declaration thereof was forwarded to the Official
Receiver for insertion in the Gazette, on the day of
19
Liquidator.
Date 19
Address to which cheques and
money orders should be sent.
Companies. [CAP. 32
To the Official Receiver.
Town on Amount of dividend.
No. Surname. Christian which Post Amount
Office money of
name.order should proof. Sums Sums of
under $20
be drawn. $20and above
$ $
FORM 69. (rule 142 (5).)
CERTIFIED LIST OF PROOFS FILED UNDER RULE 142 (5) COMPANIES
(WINDING UP) RULES, SPECIAL BANK CASE.
(Title.)
I hereby certify that the following list has been compared with
the proofs filed, and that the names of the creditors and the amounts
for which the proofs are admitted are correctly stated.
(Signatui e)
Dated the day of 19
I hereby certify that a dividend of per cent has been
declared, and that the creditors whose names are set forth below are
entitled to the amounts set opposite their respective names.
Liquidator.
Dated this day of 19
To the Official Receiver.
Surname. Christian name.Amount of Amount of
proof.dividend.
$ $
- 163 -
FORm 70. (rule 142 (1).)
NOTICE TO PERSONS CLAIMING TO BE CREDITORS OF INTENTION
TO DECLARE FINAL DIVIDEND.
(Title.)
Take notice that a final dividend is intended to be declared in
the above matter, and that if you do not establish your claim to the
satisfaction of the court on or before the day of
19 , or such later day as the court may fix, your claim will
be expunged, and 1 shall proceed to make a final dividend without regard to
such claim.
Dated this day of 19
Liquidator.
To X.Y. [Address.]
FORM 71. (rule 142 (3).)
-NOTICE OF DIVIDEND.
Dividend cheques are cancelled at the expirat on of six months from date of
issue and money orders at the expiration of twelve months from date of
issue.
[Please bring this Dividend Notice with you.]
(Title.)
Dividend of per cent
[Address]
[Date]
Notice is hereby given that a dividend of per
cent has been declared in this matter, and that the same may
be received at my office, as above, on the
day of 19 or on any subsequentbetween,
the hours of . and
Upon applying for payment this notice inust be produced entire, together
with any bills of exchange, promissory notes or other negotiable securities held
by you. If you desire the dividend to be paid to some other person you can
sign and lodge with the liquidator an authority in the prescribed Form 72.
Otherwise if you do not attend personally you must fill up and signed the
subjoined forms of receipt and authority to deliver, when a cheque or money
order payable t3 your order will be delivered in accordance with the authority.
To
(Signed)
Liouidator.
NOTE-The receipt or authority should, in the case of a firm, be signed in the firm's name, or
in the case of a limited company by an officer of the company, so described.
RECEIPT.
19
Received of in this matter the sum
of dollars and cents
being the amount payable to me/us in respect of the
dividend of per cent on my/our claim against this company.
Payee's Signature.
AUTHORITY FOR DELIVERY.
S IR,
PLEASE deliver to
(Insert . the name of the person who is to receive the
cheque or money order, or the words 'me/us by Post', at
'my/our risk', if you wish it sent to you in that way.)
the cheque or money order for the dividend payable to me/us in
this matter.
Payee's Signature.
To the [Official Receiver and] Liquidator.
Date.
FORM 72. (rule 142(7)).
AUTHORITY To LIQUIDATOR TO PAY DIVIDENDS TO ANOTHER PERSON.
(Title.)
To the [Official Receiver and] Liquidator.
SIR,
IiWe hereby authorize and request you to pay to M
of
(a specimen of whose signature is given below), all dividends as
they are declared in the above-named matter, and which may
become due and payable to meius in respect of the proof of debt
for the sum of $ against the above-named company,
made [by 51r. 1 on my!our behalf.
And I/we further request that the cheque or cheques drawn
in respect of such dividends may be made payaLle to the order
of the said M whose receipt shall be sufficient
authority to you for the issue of such cheque or cheques in his
name.
It is understood that this authority is to remain in force until
revoked by me/us in writing.
Signatures
Witness to the signature
of
Witness to the signature
of
Date
Specimen of si.-nature of person appointed as above.
Witness to the signature
of
Witness to the signature of person appointed as above.
FORM 73. (rule 143).
NOTICE OF RETURN TO CONTRIBUTORIES.
Cheques are cancelled at the expiration of six months from date
of issue, and money orders at the expiration of twelve months
from month of issue.
[Please bring this notice with you.]
(Title.)
Return of $ per share.
[Address]
[Date]
Notice is hereby given that a return of
per share has been declared in this matter, and that the same
may be received d my office, as above 1 on the
day of 1 19 , or on any subsequent day,
except Saturday, between the hours of
Upon applying for payment this notice must be produced entire,
together with the share certificate. If you do not attend personally
you must forward the share certificate and fill up and sign the
subjoined forms of receipt and authority to deliver, when a cheque
or money order payable to your order will be delivered in accord-
ance with the authority.
(Signed)
L iquidator.
NOTE-The teceipt should be signed by the contributory Personally, or in the
case of joint contributories by each, and in the case of a limited company by an
officer of the company, so described.
RECEIPT.
No.
19
Received of the in this matter the sum
of dollars and cents
being tha amount payable to in respect of the
return of per share held by in this company.
Contributory's signature
AUTHORITY FOR DELIVERY.
SIR,
PLEASE deliver to
(Insert the name of the person who is to receive the
cheque or money order, or the words 'me/us by post,' at
'my/our risk', if you wish it sent to you in that way.)
the cheque or money order for the return payable to me/us in
this matter.
Contributory's signature
To the [Official Receiver and] Liquidator.
FORM 74. (rule 143).
SCHEDULE oR LIST OF CONTRIBUTORIES HOLDING PAID-UP SHARES
TO WHOM A RETURN IS TO BE PAID .(a).
In the matter of No. of 19
0
0
0 c
r.; 0
-0
0
N 0
Q -0 0
c Z5 z
0
_x
$ $ $ $ $
(a) Where the articles provide that the amount divisible among the members
or any class of the members shall be divisible in proportion to the amount paid up
or which ought to have been paid up at the date of winding up, or contain any
other provision which will necessitate further information before a return can be
made, columns should be added showing the amount called up and the amount
paid up at such date in respect of shares then held by such members or class of
members or such other facts as may he requisite.
FORm 75. (rule 114).
NOTICE OF MEETING [General Form].
(Title.)
Take notice that a meeting of creditors [or contributgries] in
the above matter will ' be held at on the day of
19 ato'clock in the noon.
Agenda.
(a)
Dated this day of 19
(Signed) (b)
Forms of general and special' proxies are enclosed herewith.
Proxies to be used at the meeting must be lodged not later than
o'clock on the day of ' 19
FORm 76. (rule 115).
AFFIDAVIT OF POSTAGE OF NOTICES OF MEETING.
(Title.)
1, a (a) make oath and say
as follows:-
1. That I did on the day of 19
send to each creditor mentioned in the company's statement of
affairs [or to each contributory mentioned in the register of
members of the company] a notice of the time and the place of
the (b) in the form hereunto annexed marked 'A'.
2. 'That the notices for creditors were addressed to the said
treditors respectively, according to their respective names and
addresses appearing in the statement of affairs of the company
or the last known addresses of such creditors.
3. That the notices for contributories were addressed to the
contributories respectively according to their respective names and
registered oi last known addresses appearing in the register of
the company.
4.That I sent the said notices by putting the same prepaid
into the post office at before the hour A o'clock
in the noon on the said day.
Sworn, &c.
Forzm 77. (rule 115).
CERTIFICATE Or POSTAGE OF NOTICES (GENERAL).
(Title.)
office I, of the Official Receiver, hereby certify- a clerk in the
, 1. That -1 -did on- the - day of -19 -1
send to (a) a notice of the time and the place
of the first meeting, or (b)
in the form hereunto annexed marked 'A'.
Paragraphs 2, 3 and 4 as in last preceding form.
Signature.
Dated this day of 19
FORM 78. (rule 122).
MEMORANDUM OF ADJOURNMENT OF MEETING.
(Title.)
Before at
on the day of 19 at
o'clock.
Memorandum-The (a) meeting of
(b) in the above matter was
held at the time and place above mentioned; but it appearing that
(c) the meeting was adjourned
until the day of 1 19 at
o'clock in the noon, then to be 61d
at the same place.
Chairman.
FORM 79. (rule 118).
AUTHORITY To DEPUTY TO ACT AS CHAIRMAN OF MEETING
AND USE PROXIES.
(Title.)
the Official Receiver [or the liquidator]
do hereby nominate Mr. of
to be chairman of the meeting of creditors [or contributories]
in the above matter, appointed to be held at on
the day of 1 19 1 [and I depute him
(a)to attend such meeting and use, on my
behalf, any proxy or proxies held by me in this matter].
Dated this day of 1 19
Official Receiver,
or Liquidator.
FORm 80. (rule 132).
GENERAL PROXY.
(Title.)
I, We, of a Creditor
(or contributory) hereby appoint (1) to be
my/our
general proxy to vote at the meeting of creditors (or contribu-
tories) to be held in the above matter on the day of
' 19 1 or at any adjournment thereof.
Dated this - - -- day -of --- - - - - ' 19
(Signed) (2).
Notes-(1) The person appointed general proxy may be the Official
Receiver, the liquidator, or such other. person as the creditor (or contributory)
may approve, and the proxy form when signed must be lodged by the time and
at the address named for that purpose in the notice convening the meeting at
which it is to be used.
(2) If a firm, sign the firm's trading title, and add 'by A.B., a partner in the
said firm'. If the appointor is a corporation, then the form of proxy must be
under its common seal or under the hand of some officer duly authorized in that
behalf, and the fact that the officer is so authorized must be stated thus:
For the Company.
J.S. (duly authorized under the seal of the company).
Certificate to be signed bV person other than creditor (or
contributory) filling up the above proxy.
I, of being a (a)
hereby certify that all insertions in the above proxy are in my own
handwriting. an(] have been made by me at the request of the
above-named and in his presence, before he attached
his signature (or mark) thereto.
Dated this day of 19
(Signature)
In a voluntary winding up the liquidator or if there is no liquidator the
chairman of a meeting may but the O.Tcial Receiver may not be appointed
proxy. The proxy form will be allered accordingly.
Form 81. (rule 132).
SPECIAL PROXY.
(Title.)
1, We of a creditor
(cr contributory); hereby appoint (1)as my/our proxy
at the meeting- of creditors (or contributories) to be held on the
day of 19 , or at any adjournment
thereof, to vote (a) the resolution numbered
in the
Dated this day of 19
(Signed) (2).
Note.q.-1. The person appointed proxy may be the Official Receiver, the
liquidator, or such other person as the creditor (or contributory) may approve,
and the proxy form when signed must be lodged by the time and at the address
named for that purpose in the notice convening the meeting at which it is to be
used. A creditor (or contributory) may give a special proxy to any person to
vote at any specified meeting or adjournment thereof on all or any of the
following matters--
(a)for or against the appointment or continuance in office of any
specified. person as liquidator or as member of the, committee of
inspection;
(b)on all qvestions relating to any matter, other than those above
referred to, arising at a spccifled meeting or adjovrnment thereof.
2. If a firm, sign the firm's trading title, and add 'by A.B., a partner in the
said firm'. If the appointer is a corporation, then the form of proxy must be
under its common seal or under the hand of some officer duly authorized in
that behalf, and the fact that he is~ so authorized must be stated.
Certificate to be signed by person other than creditor or contributory
filling up the above proxy.
1, of 1 being a (b)
hereby certify that all insertions in the above proxy are in my
own hand-writing, and have been made by me at the request of
the above-named and in his presence before he
attached his signature (or mark) thereto.
Dated this day of 19
(Signature)
In a voluntary winding up the liquidator or if there is no 1;quidation the
chairman of a meeting, may but the Official Receiver may not be appointed
proxy. The proxy form will be altered accordingly.
FORm 82. (rule 157).
APPLICATION TO OFFICIAL RECEIVER TO AUTHORIZE A
SPECIAL
BANK ACCOUNT.
(Title.)
We, the committee of inspectign, being of opinion that Mr.
of 1 the liquidator in the above matter,
should have a special bank account for the purpose of (a)
hereby apply to the Official Receiver to authorize him
to make his payments into and out of the bank.
All cheques to be countersigned by a member of
the committee of inspection, and by of
Dated this day of 19
Committee of Inspection.
- FORM- -83. (rule- 157). -
ORDER OF OFFICIAL RECEIVER FOR SPECIAL BANK ACCOUNT.
(Title.)
You are hereby authorized to make your payments in the above
matter into, and out of, the bank.
[Here insert any special terms.]
All cheques to be countersigned by a member
of the committee of inspection, and by
Dated this day of 19
To
Liquidator. Official Receiver.
FORm 84. (rule 160).
CERTIFICATE AND REQUEST BY COMMITTEE OF INSPECTION AS
TO
INVESTMENT OF FUNDS.
(Title.)
We, the committee of inspection in the above matter, hereby certify that in
our opinion the cash balance standing to the credit of the above-named company
is in excess of the amount which is required for the time being to answer demands
in respect of such company's estate, and request that the Official Receiver will
invest
the sum of $by placing the same upon fixed deposit for
the space ofmonths with the Hongkong and Shanghai
Banking Corporation (or as may be recommended) for the benefit
of the said company.
Dated this day of 19
Committee of Inspection.
FORm 85. (rule 160).
REQUEST BY COMMITTEE OF INSPECTION TO THE OFFICIAL RECEIVER
TO REALIZE INVESTMENT.
(Title.)
We, the committee of inspection in the above matter, hereby
certify that a sum of $ , forming part of the assets of
the above-named company, has been invested by placing the same
on fixed deposit with the Hongkong and Shanghai Banking
Corporation (or as the case may be) and that the sum of $
is now required to answer demands in respect of the said company.
And we request that so much of the said investment as may be
necessary for the Purpose of answering such demands may be
realized by the Official Receiver and placed to the credit of the said
company.
Dated this day of 19
Committee of Inspection.
FORM 86. (rule 161).
CERTIFICATE BY COMMITTEE OF INSPECTION AS To AUDIT OF
LIQUIDATOR'S ACCOUNTS.
(Title.)
We, the undersigned, members of the-Committee of inspection in
the winding up of the above-named company, hereby certify that
we have examined the foregoing account with the vouchers, and
that to the best of our knowledge and believe the said account
contains a full, true, and complete account of the liquidator's receipts
and payments.
Dated this day of 19
Committee of Inspection.
FORM 87. (rule 162).
STATUTORY DECLARATION VERIFYING LIQUIDATOR's
ACCOUNT
UNDER SECTION 188.
(Title.)
1, G.H., of , the liquidator of the above-named company, do solemnly and
sincerely declare
That *the account hereunto annexed marked 8 contains a full
and true account of my receipts and payments in the winding up
of the above-named company from the day of
19 , to the day of ' 19 inclusive *an.1
that 1 have not, nor has any other person by my order or for
my use, during such period received any moneys on account of
the said company *other than and except the items mentioned and
specified in the said account.
And 1 make this solemn declaration conscientiously believing the same to
be true and by virtue of the provisions of the Statutory Declarations Act,
1835.
Declared at, &c.
*Note.-If no receipts or payments strike out the words in italics.
FORm 88. (rule 163).
LIQUIDATOR's TRADING ACCOUNT UNDER SECTION
188.
(Title.)
G.H. the liquidator of the above-named company in account with the
estate.
RECEIPTS. PAYMENTS.
Dr. Cr.
Date Date
Liquidator.
(Date)
We have examined this account with the vouchers and find the same
correct, and we are of opinion the expenditure has been proper.
Dated this day of 19
Committee of Inspection
[or member of the Committee of Inspection].
FORm 89. (rule 163).
STATUTORY DECLARATION VERIFYING LIQUIDATOR'S
TRADING ACCOUNT
UNDER SECTION 188.
(Title.)
the liquidator of the above-named company, do
solemnly and sincerely declare that the account hereto annexed is a full, true,
and complete account of all money received and paid -by-me or by-any-person
on my behalf-in respect-of-the carrying--on of the trade or business of the
company, and that the sums paid by me as set out in such account have, as I
believe, been necessarily expended in carrying on such trade or business.
And I make this solemn declaration conscientiously believing the same to
be true and by virtue of the provisions of the Statutory Declarations Act,
1835.
Declared, &c.
Liquidator.
FORM 90. (rule 169).
REQUEST TO DELIVER BILL FOR TAXATION.
(Title.)
I hereby request that you will, within days of this
date, or such further time as the court may allow, deliver to
me for taxation by the proper officer your bill of costs [or charges]
as (a)failing which, 1 shall, in pursuance of the Com-
panies Ordinance (Chapter 32 of the Revised Edition) and rules
proceed to declare and distribute a dividend without regard to any
claim which you may have against the assets of the company, and
your claim against the assets of the company will be liable to be
forfeited.
Dated this day of 19
FORM 91. (rule 174).
CERTIFICATE OF TAXATION.
(Title.)
I hereby certify that 1 have taxed the bill of costs ror charges]
[or expenses] of Mr. C.D. [here state capacity in which employed
or engaged] rwhere necessary add 'pursuant to an order og the
court dated the day of 19 91, and have *allowed
the same at the sum of (],)11-ir[where necessary add'which sum is to be paid to the said C.D. by as
directed by the said order'].
Dated this day of 19
Registrar.
FORM 92. (rules 181 and 182.)
[Re
This is the Exhibit marked 'B' referred
to in the affidavit of
sworn before me this day
of 19
A Commissioner for Oaths.]
STATEMENT OF RECEIPTS AND PAYMENTS AND
GENERAL
DIRECTION AS TO STATEMENTS.
(Name of company.)
(1) Every statement must be on sheets 13 inches by 16 inches.
(2) Every statement must contain a detailed account of all the liquidator's
realizations and disbursements in respect of the company--- The statement of
realizations should contain a record of all receipts derived from assets existing
at the -date -of the winding-up order or resolution and subsequently realized,
including balance in bank, book debts and calls collected, property sold, &c.;
and the account of disbursements should contain all payments for costs and
charges, or to creditors, or contributories. Where property has been realized,
the gross proceeds of sale must be entered under realizations, and the necessary
payments incidental to sales must be entered as disbursements. These accounts
should not contain payments into the companies liquidation account (except
unclaimed dividendssee para. 5) or payments into or out of bank, or temporary
investments by the liquidator, or the Rroceeds of such investments when
realized, which should be shown separately
(a) by means of the bank pass book;
(b)by a separate detailed statement of moneys invested by the liquidator,
and investments realized.
Interest allowed or charged by the bank, bank commission, &c., and
profit or loss upon the realization of temporary investments, should, however,
be inserted in the accounts of realizations or disbursements, as the case may
be. Each receipt and payment must be entered in the account in such a manner
as sufficiently to explain its nature. The receipts and payments must severally
be added up at the foot of each sheet, and the totals carried forward from one
account to another without any intermediate balance, sc, that the gross totals
shall represent the total amounts received and paid by the liquidator
respectively.
(3) When the liquidator carries on a business, a trading account must be
forwarded as a distinct account, and the totals of receipts and payments on the
trading account must alone be set out in the statement.
(4) When dividends or instalments of compositions nre paid to creditors,
or a return of surplus assets is made to contributories, the total amount of each
dividend, or instalment of composition, or return to contributories, actually
paid, must be entered in the statement of disbursements as one sum; and the
liquidator must forward separate accounts showing in lists the amount of the
claim of each creditor, and the amount of dividend' or composition payable to
each
creditor, and of surplus assets payable to each contributory, distinguishing in
each list the dividends or instalments of composition and shares of surplus
assets actually paid and those remaining unclaimed. Each list must be on
sheets 13 inches by 8 inches.
(5) When unclaimed dividends, instalments of compositions or returns of
surplus assets are paid into the companies liquidation account, the total
amount so paid in should be entered in the statement of disbursements as one
surn.
(6) Credit should not be taken in the statement of disburse mentsor any
amount in respect of liquidator's remuneration unless it has been duly allowed
by resolution of the committee of inspection or of the creditors or of the
company in general meeting, or by order of court as the case may require.
LiQUIDATOR'S STATEMENT OF ACCOUNT.
Pursuant to section 269 of the Companies Ordinance
(Chapter 32 of the Revised Edition).
Name of company.
Nature of proceedings (whether wound up by the
court, or under the supervision of the court,
or voluntarily).
Date of commencement of winding up.
Date to which statement is brought down.
Name and address of liquidator.
This statement is required in dufflicate.
LIQUIDATOR'S STATEMENT OF ACCOUNT PURSUANT TO SECTION 269 OF THE
COMPANIES ORDINANCE (Chapter 32 of the Revised Edition).
REALIZATIONS. DISBURSEMENTS.
Date. Of Nature of Of whom Nature of
whom assets Amount. Date.paid. disburse- Amount.
received. realized. ments.
$ $
Brought Brought
forward.............forward
Carried Carried
forward ............forward
*NOTE-No balance should be shown on this account, but only the total realizatibns and
disbursements, which should be carried forward to the next account.
ANALYSIS OF
BALANCE.
................................$ C.
Total realizations
pp disbursements ............... ... ... ... ... ...
Balance .......................... ... ... $ C.
The Balance is made up1. Cash in hands of liquidator ... ...... ... ... $
2. Total payments into Bank, including balance at
date of commencement of winding up (as per
Bank Book) ... ... Total withdrawals from
Bank ...
Balance at Bank 3. Amount in companies liquidation account ... ... $
4. Amounts invested by liquidator
Less amounts realized from same ...
Balance .... ... ... ...
Total balance as shown above ... ... ... $
Note.-Full details of investments should be given in a separate
,statement.
Note-The liquidator shall also state
Assets (after deducting amounts
(1) The amount of the estim- charged to secured creditors
ated assets and liabilities.......and debenture holders) $
at the date of the secured creditors
commencement of the Liabilitiesdebenture holders
winding up. unsecured creditors $
(2) The total amount of the Paid up in cash $
capital paid up at, the.............Issued as paid up otherwise
date of the commence-...............than for cash
ment of the winding up.
(3) The general description and estimated 1
value of outstanding assets (if any).)
(4) The causes which delay the termination of the
winding up.
probably be completed.
FORm 93. (rules 181 and 182.)
AFFIDAVIT VERIFYING STATEMENT OF
LIQUIDATOR'S
ACCOUNT UNDER SECTION 269.
(Name of company.)
of
the liquidator of the above-named company, make oath and say-
That *the account hereitnto annexed marked 'B', conta;ns a full and
true account of my receipts and payments in the winding up of the
above-named -company, -from the - . day of
19 , to the day of 19 , inclusive, *and that I
have ]lot, 11OV has any other person by my order or for my use during
such period. received or paid any moneys on account of the said
company, *other than and except the items mentioned and specified
in the said account.
I further say that the particulars given in the annexed Form 92, marked 'B',
with respect to the proceedings in and position of the liquidation, are true to the
best of my knowledge and belief.
Sworn at
NOTE-If no receipts or payments, strike out the words in italics.
The affidavit is not required in duplicate, but it must in every case be
accompanied by a statement on Form 92 in duplicate.
FORM 94. (rules 181 and 185.)
LIQUIDATOR'S TRADING ACCOUNT UNDER SECTION
269.
(Name of company.)
the liquidator of the above-named company in account with the estate.
This account is required in duplicate in addition to Form 92.
RECEIPTS. PAYMENTS.
Dr. Cr.
Date. Date.
Date Liquidator.
FORM 95. (rules 181 and 185).
LIST OF DIVIDENDS OR COMPOSITION.
(Name of company.)
I hereby certify that a dividend (or composition) of
per cent was declared payable on and after the
day of . 19 , and that the creditors whose names
are set forth below are entitled to the amounts set opposite their
respective names, and have been paid such amounts except in the
cases specified as unclaimed.
Liquidator.
Dated the day of 19
To the Official Receiver.
Amount of dividend (or
Surname. Christian Amount of proof. composition).
name.
Paid. Unclaimed.
This List is required in duplicate.
FORm 96.(rules 181 and 185).
LIST OF AMOUNTS PAID OR PAYABLE TO CONTRIBUTORIES.
(Name of company.)
I hereby certify that a return of surplus assets was declared
payable to contributories on and after the day of
19 , at the rate of per share, and that the
contributories whose names are set forth below are entitled to the
amounts set opposite their respective names, and have been paid
such amounts except in the cases specified as unclaimed.
Liquidator.
Dated the day of 19
To the Official Receiver.
Amount returned on shares.
No.
Surname. Christian name. of shares.
Paid. Unclaimed.
$ $
This List is required in duplicate.
FORM 97. (rule 184).
AFFIDAVIT VERIFYING ACCOUNT OF UNCLAIMED AND
UNDISTRIBUTED
FUNDS.
(Title.)
I, of make oath and say that
the particulars entered in the statement hereunto annexed, marked
'A', are correct, and truly set forth all money in my hands or
under my control, representing unclaimed or undistributed assets
of the above company, and that the amount due by me to the
companies liquidation account in respect of unclaimed dividends
and undistributed funds is $
Signature
Sworn, &c.
FORM 98. (rule 189).
NOTICE TO CREDITORS AND CONTRIBUTORIES OF
INTENTION
TO APPLY FOR RELEASE.
(Title.)
Take notice that 1, the undersigned liquidator of the abovenamed
company, intend to apply to the court for my release., and further take notice
that any objection you may have to the granting of my release must be notified
to the court within twentyone days of the date hereof.
A summary of my receipts and payments as liquidator is hereto annexed.
Dated this day of 19
Liquidator.
To
Note-Section 190(3) of the Companies Ordinance (Chapter
32 of the Revised Edition), enacts that 'An order of the court
releasing the liquidator shall discharge him from all liability in
respect of any act done or de ' fault 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 may be revoked on
proof that it was obtained by fraud or by suppression or conceal-
ment of any material fact.'
FORm 99. (rule 189).
APPLICATION BY LIQUIDATOR TO THE COURT POR RELEASE.
(Title.)
the liquidator of the above-named company, do
hereby report to this Honourable Court as follows
1. That the whole of the property of the company has been
realized for the benefit of the creditors and contributories [and a
dividend to the amount of$ per cent has been
paid as shown by the statement hereunto annexed, and a return
of per share has been made to the contributories
of the company];
[or That so much of the property of the company as can,
according to the joint opinion ' of myself and the committee of
inspection, hereunto annexed, in writing under our hands, be
realized without needlessly protracting the liquidation, has been
realized, as shown by the statement hereunto annexed, and a dividend
to the amount of $ per cent has been paid, together
with a return of per share to the contributories of
the company]; (a)
. 2. 1 have caused a report on my accounts to be prepared, and 1 request this
Honourable Court to grant me a certificate of release on being satisfied
therewith.
Dated this day of 19
Liquidator.
FORM 100. (rule 189).
STATEMENT TO ACCOMPANY NOTICE OF APPLICATION FOR
RELEASE.
(Title.)
Statement showing position of company at date of application
for release.
Dr. Cr.
Re- Pay-
pi ceipts. ments.
$ $
.0 By court fees(including
stationery, printing, and postwages in
respect of contribu-
tories, creditors, and debtors,
02 and fee for audit) ... ...
Cd
$
Law ol spetition
Law c st olicit.'
liquiontor ... ... ... Other
law costs ... ...
Liquidator's remuneration, viz-
$ po, Cent on '~
To total receipts from.......assets reali xe d ...
date of winding-up per cent on $
order, viz- assets distributed in
(State particulars dividend ....
under the several
headinva specified Shorthand writer's charges ...
in the statement
of affairs.) Special manager's charges
Receipts per trading......... i*n'
Person appointed to assis
account preparation of statement of
Other reecip~.' afFai rs
Auctioneer's charges as taxed
Other taxed costs ... ...
Total ............ ... Costs of possession and mainten-
ance of estate ... ... ...
Costs of notices in Gazette
local papers .......... ...
Less- $ Incidental outlay ...... ... ... _ _
Payments to redeemTotal costs and charges ... $ _ _
securities
Costs of execution Creditors, viz- $
Payments per trading (a) Preferential ...
account............. ... ... (a) Unsecured: divi-
dend of $
per cent ... ...
$ The estimate of amount
expected to rank
Net realizations .............. $ for ... ... ...
Amoi Int returned to
Amounts received from calls on contri butories ...
contributories made by the
liquidator .......... ... ... Balance ... ...
Assets not yet realized, including calls, estimated to produce
(Add here any special rentarks the liquidator thinks desirable).
Creditors can obtain any further information by inquiry at the
eflice of the liquidator.
Dated this day of 19
(Signature of Liquidator)
(Address)
CAP. 321 Companies. 5
FORM 101. (rule 201).
REGISTER OF WINDING-UP ORDERS TO BF KEPT IN THE COURT.
Dates of
Number Number DateDate of Public Liquid-
of
Winding-up of ofWinding-up Examinations ator.
Order. Petition. Petition. Order. (if any).
FORm 102. (rule 201).
REGISTER OF PETITIONS TO BE KEPT IN THE COURTS.
NameAddress Description Date Date of
0 of
P(~ti-ti.n.of of registered of Of Winding-up
Company. office. Company.Petition. Order.
P4
FORM 103. (rule 202).
NOTICES FOR GAZETTE.
X1) NOTICE OF WINDING-UP ORDER.
(rule 36 (1) (c)).
Name of company Address of registered office
Number of matter Date of order
Date of presentation of petition*
(*Where it is known that a voluntary winding up preceded the presentation of the
petition, the date of the resolution for voluntary winding up should allo be
given)
184
(2) NOTICE OF FIRST MEETING.
(rule 107).
Name of company Address of registered office
Number of matter Creditors, Date
Hour Place Contributories, Date
Hour Place
(3) NOTICE OF DAY APPOINTED FOR PUBLIC EXAMINATION.
(rule 55(1)).
Nai-ne of company Address of registered office
Number of matter Date fixed for examination
Names of persons to be examined Hour
Place
(4) NOTICE OF INTENDED DIVIDEND.
(rule 142M).
Name of company Addressof registered office
Number of matter Last day for receiving proofs
Name of liquidator Address.
(5) NOTICE OF DIVIDEND.
(rule 142M).
Name of company Address of registered office
Number of matter Amount per cent
First and final or otherwiseWhen payable
Where payable.
(6) NOTICE OF R ETURN TO CONTRIBUTORIES.
(rule 143).
Name of company Address of registered office
Number of matter - Amount per share
First and final or otherwise When payable
Where payable
.(7) NOTICE OF APPOINTMENT OF LIQUIDATOR.
(rule 45(5)).
Name of- company Address of registered office
Number of matter Liquidator's name
Address Date of appointment.
(8) NOTICE OF REMOVAL OF LIQUIDATOR.
(rule 45 M).
Name of company Address of registered office
Number of matter Liquidator's name
Liquidator's address Date of removal.
(9) NOTICE OF RELEASE OF LIQUIDATOR.
(rule 189(2)).
Name of company Address of registered office
Number of matter Liquidator's name
Liquidator's address Date of release.
FORM 104. (rule 203).
MEMORANDUM OF ADVERTISEMENT OR GAZETTING.
(Title.)
Narne of paper. Date of issue. Date of filing. Nature of order, &c.
(Signed)
FORM 105.(rule 183(4) and section 270(1)).
CERTIFICATE OF RECEIPT FOR MONEY PAID INTO COMPANIES
LIQUIDATION ACCOUNT.
(Title.)
This is to certify that Mr. liquidator of the
above-named company has this day paid intg the companies liquidation
account through me the sum of
representing unclaimed or undistributed assets of the above-named
company.
Dated this day of
Official Receiver.
G.N. 1018/36. Application of rules. R. 1. Interpretation of terms. R. 2. Use of forms in Appendix. R. 3. Office of Registrar in the court. R. 4. Matters in court to be heard in court and chambers. R. 5 and R. 6. [r. 5 cont.] Applications in chambers. R. 7. Motions and summonses. R. 8. Form 1. Times for holding court. R. 10. Title of proceedings. R. 11. Written or printed proceedings. R. 12. Process to be sealed. R. 13. Issue of summonses. R. 14. Orders. R. 15. File of proceedings in office of Registrar. R. 16. Office copies. R. 18. Inspection of file. R. 19. Use of file by Official Receiver. R. 20. Defacement of stamps. R. 21. Duties of hailiff. R. 22. Services. R. 23. [r. 20 cont.] Enforcement of orders. R. 24. Form of petition. R. 25. Forms 2 and 3. Presentation of petition. R. 26. Advertisement of petition. R. 27. Form 4. Service of petition. R. 28. Forms 5 and 6. Verification petition. R. 29. Forms 7 and 8. [r. 26 cont.] Copy of petition to be furnished to creditor or contributory. R. 30. Appointment of provisional liquidator. R. 31. Form 9. Attendance before hearing to show compliance with rules. R. 32. Notice by persons who intend to appear. R. 33. Form 10. List of names and addresses of persons who appear on the petition. R. 34. Form 11. Affidavits in opposition and reply. R. 35. Substitution of creditor or contributory for withdrawing petitioner. R. 36. Notice that winding-up order has been pronounced to be given to Official Receiver. R. 37. Forms 12 and 13. Drawing up and contents of winding-up order. R. 40. Form 14. Transmission and advertisement of winding-up order. R. 41. [r. 36 cont.] Form 103 (1). Form 16. Form 15. Appointment of special manager. R. 48. Accounting by special manager. R. 49. Form 17. Preparation of statement of affairs. R. 50. Form 23. Extension of time for submitting statement of affairs. R. 51. Information subsequent to statement of affairs. R. 52. Default. R. 53. Expenses of statement of affairs. R. 54. Dispensing with statement of affairs. R. 55. [r. 44 cont.] Appointment of liquidator on report of meetings of creditors and contributories. R. 56. Form 24. Forms 25 and 103 (7). Form 27. Forms 103 (8) and (9). Notice of appointment of liquidator Form 28. Security to satisfaction of Official Receiver. R. 57. Form 26. [r. 47 cont.] Form 26. Failure to give or keep up security. R. 58. Report of Official Receiver to be filed. Appointment of time for consideration of report. Consideration of report. R. 59. Order for public examination. Form 29. Application for day for holding examination. R. 61. Appointment of time and place for public examination. R. 62. Forms 30 and 31. Notice of public examination to creditors and contributories. R. 63. Form 103 (3). Default in attending r. 64. Form 38. [r. 56 cont.] Warrants of arrest. Form 38A. Notes of examination to be filed. R. 65. Forms 34 and 35. Application by or against delinquent directors, officers and promoters. R. 66. (Cap. 4, rules). Use of depositions taken at public examinations. R. 69. [r. 59 cont.] Shorthand notes. R. 70. Forms 32 and 33. Committal of contumacious witness. R. 71. Form 36. Depositions at private examinations. R. 72. Disclaimer. R. 73. Forms 39 and 40. Vesting of disclaimed property. R. 74. Report by Official Receiver on arrangements and compromises. R. 75. Collection and distribution of company's assets by liquidator. R. 76. [r. 66 cont.] Power of liquidator to require delivery of property. R. 77. Form 41. Liquidator to settle list of contributories. R. 78. Form 42. Appointment of time and place for settlement of list. R. 79. Forms 43 and 44. Settlement of list of contributories. R. 80. Form 45. Notice to contributories. R. 81. Forms 46 and 48. Application to the court to vary the list. R. 82. Form 49. Variation of or addition to list of contributories. R. 83. Form 47. Calls by liquidator. R. 84. [r. 74 cont.] Form 50. Form 51. Form 52. Application to the court for leave to make a call. R. 85. Forms 54 to 57. Document making the call. R. 86. Form 58. Service of notice of a call. R. 87. Forms 52. 53, 57 and 59. Enforcement of call. R. 88. Forms 60, 61 and 62. Proof of debt. R. 89. Mode of proof. R. 90. Verification of proof. R. 91. Contents of proof. R. 92. Form 63. Statement of security. R. 93. Proof before whom sworn. R. 94. Costs of proof. R. 95. Discount. R. 96. Periodical payments. R. 97. Interest. R. 98. Proof for debt payable at a future time. R. 99. Workmen's wages. R. 101. Form 64. Production of bills of exchange and promissory notes. R. 102. Transmission of proofs to liquidator. R. 103. [r. 92 cont.] Notice to creditors to prove. R. 104. Examination of proof. R. 105. Form 65. Appeal by creditor. R. 106. Expunging at instance of Liquidator R. 107. Expunging at instance of creditor. R. 108. Oaths. R. 109. Official Receiver's powers. R. 110. Filing proofs by Official Receiver. R. 111. Proofs to be filed. R. 112. Form 66. Procedure where creditor appeals. R. 113. Time for dealing with proofs by Official Receiver. R. 114. Time for dealing with proofs by liquidator. R. 115. Cost of appeals from decisions as to proofs. R. 116. First meetings of creditors and contributories R. 119. Notice of first meetings. R. 120. Summoning of first meetings. R. 121. Form of notices of first meetings. R. 122. Forms 18 and 19. Notice of first meetings to officers of company. R. 123. Form 20. Summary of statement of affairs. R. 124. [r. 11 cont.] Liquidator's meetings of creditors and contributories. R. 125. Application of rules as to meetings. R. 126. Summoning of meetings. R. 127. Form 75. Proof of notice. R. 128. Forms 76 and 77. Place of meetings R. 129. [r. 116 cont.] Costs of calling meeting. R. 130. Chairman of meeting. R. 131. Form 79. Ordinary resolution of creditors and contributories. R. 132. Copy of resolution to be filed. R. 133. Non-reception of notice by a creditor. R. 134. Adjournment. R. 135. Form 78. Quorum. R. 136. Form 21. Creditors entitled to vote. R. 137. [r. 124 cont.] Cases in which creditors may not vote R. 138. Votes of secured creditors. R. 139. Creditor required to give up security. R. 140. Admission and rejection of proofs for purpose of voting. R. 141. Statement of security. R. 142. Minutes of meeting. R. 143. Form 22. Proxies. R. 144. [r. 131 cont.] Form of proxies. R. 145. Forms 80 and 81. Forms of proxy to be sent with notices. R. 146. General proxies. R. 147. Special proxies. R. 148. Solicitation by liquidator to obtain proxies. R. 149. Proxies to Official Receiver or liquidator. R. 150. Holder of proxy not to vote on matter in which he is financially interested. R. 151. Lodgment of proxies. R. 152. Use of proxies by deputy. R. 153. Filling in where creditor blind or incapable. R. 154. Dividends to creditors. R. 117. Forms 67 and 70. Form 71. Forms 68 and 69. Form 72. Return of capital to contributories. R. 118. Forms 73 and 74. [r. 143 cont.] Attendance at proceedings. R. 155. Attendance of liquidator's solicitor. R. 156. Remuneration of liquidator. R. 157. Limit of remuneration. R. 158. Dealings with assets. R. 159. [r. 148 cont.] Restriction on purchase of goods by liquidator. R. 160. Committee of inspection not to make profit. R. 161. Costs of obtaining sanction of court. R. 162. Sanction of payments to committee. R. 163. Discharge of costs before assets handed to liquidator. R. 164. Resignation of liquidator. R. 165. [r. 154 cont.] Office of liquidator vacated by his insolvency. R. 166. Payments out of bank. R. 167. Special bank account. R. 168. Form 82 and 83. Record of proceedings. R. 169. Cash Book. R. 170. Investment of assets in securities, and realization of securities. R. 171. Forms 84 and 85. [r. 160 cont.] Audit of Cash Book. R. 172. Form 86. Official Receiver's audit of liquidator's accounts. R. 173. Form 87. Liquidator carrying on business. R. 174. Form 88 and 89. Copy of accounts to be filed. R. 175. Summary of accounts R. 176. Affidavit of no receipts. R. 177. [r. 166 cont.] Proceedings on resignation, &c., of liquidator. R. 178. Disposal of books. Expenses of sales. R. 179. Taxation of costs payable by or to Official Receiver or liquidator or by company R. 180. Form 90. Notice of appointment. R. 181. Lodgment of bill. R. 182. Copy of the bill to be furnished. R. 183. Applications for costs. R. 184. [r. 173 cont.] Certificate of taxation. R. 185. Form 91. Certificate of employment. R. 186. Scale of costs and taxation. Review of taxation and appeals thereon. R. 190. Liquidator's charges. R. 191. Costs payable out of the assets. R. 192. [r. 179 cont.] Costs. Conclusion of winding up. R. 193. Times of sending liquidator's statements, and regulations applicable thereto. R. 194. Forms 92, 94, 95 and 96. Form 93. Affidavit of no receipts or payments. R. 195. Forms 92 and 93. Payment of undistributed and unclaimed money into companies liquidation account. R. 196. Form 105. Liquidator to furnish information to Official Receiver. R. 197. Form 97. Official Receiver may call for verified accounts. R. 198. Forms 92 to 96. [r. 185 cont.] (Cap. 6) Application to the court for enforcing an account, and getting in money. R. 199. Application for payment out by person entitled. R. 200. Application by liquidator for payment out. R. 201. Proceedings for release of liquidator. R. 202. Forms 98, 99 and 100. Disposal of books and papers R. 203. Appointment. R. 204. Removal. R. 205. Personal performance of duties. R. 206. Assistant Official Receivers. R. 207. Power of certain officers and Official Receivers' clerks in certain cases to act for Official Receivers. R. 208. Duties where no assets. R. 209. Accounting by Official Receiver. R. 210. Official Receiver to act as committee of inspection where no committee of inspection appointed. R. 211. Appeals from Official Receiver. R. 212. Applications under ss. 189 and 262 (3) of the Ordinance. R. 213. Books to be kept by officers of the court. R. 214. Forms 101 and 102. Gazetting notices. R. 215. Forms 103, (1) to (9). [r. 202 cont.] Filing memorandum of Gazette notices. R. 216. Form 104. To whom warrants may be addressed. R. 217. Prison to which person arrested on warrant is to be taken. R. 218. Prison to which a person arrested is to be conveyed, and production and custody of persons arrested. R. 220. Disposal of monies received after execution. R. 22A. [r. 207 cont.] Enlargement or abridgment of time. R. 222. Formal defect not to invalidate proceedings. R. 223. Application of existing procedure. R. 224. Citation. R. 227. (a) Name of Respondent. (b) Name and description of applicant. (c) State object of application. (a) Insert full name, title, etc., of petitioner. (b) State the full address of the registered office so as sufficiently to show where it is situate. (c) Add words in brackets if supervision order is asked for. (d) This note will be unnecessary if the Company is petitioner. (a) State consideration for the debt, with particulars so as to establish that the debt claimed is due. (a) If the winding up is to be subject to supervision, insert instead of 'by' the words 'subject to the supervision of'. (b) To be signed by the solicitor to the petitioner or by the petitioner if he has no solicitor. (a) If the petition is by a firm, insert 'the acts and deeds of my said firm'. (a) State full name, or if a firm, the name of the firm and address. (b) State number and class of shares held. (c) To be signed by the person or his solicitor or agent. (a) Here insert 'has not been lodged,' or 'has been lodged, and summary is enclosed'. (a) Here insert 'has not been lodged' or 'has been lodged, and summary is enclosed'. (a) Here insert place where meeting will be held. (b) Insert name of person required to attend. (a) Insert 'creditors' or 'contributories', as the case may be. (a) 'or contributories'. (b) In case of contributories insert 'number of shares' and 'number of votes according to the regulations of the company'. (a) Where capital is issued as partly paid up the form should be altered accordingly. (b) Add particulars of any other capital. (a) Here set out the majorities by which the respective resolutions were carried. (a) To be struck out if no committee of inspection appointed. Rule 57. (b) State name of newspaper (if any). (a) State whether appointed by resolution of the company or by the creditors or by order of the court and give date of resolution or order. (b) To be signed by each liquidator if more than one. (a) Insert director or officer [or as the case may be]. (a) Mr. An officer [or as the case may be] of the above-named company. (a) an officer [or as the case may be] of the above-named company. (a) e.g., A.B., a person ordered to attend for examination. (b) Here state question. (c) Witness. (d) Here insert answers (if any). (a) State place of examination. (a) Name of person required to attend. (a) Insert description of the property disclaimed. (a) Insert description of the property disclaimed. (a) Name of liquidator. (b) Name of person to whom notice is addressed. (c) address of liquidator's office. (a) Insert place of appointment. (a) State the description of the deponent. (b) 'Number of shares' or 'extent of interest'. (a) 'Number of shares' or 'extent of interest'. (a) State full description of the deponent. (b) 'Number of shares' or 'extent of interest'. (a) To be a date not less than seven days from the date when the notice will in course of post reach the person to whom it is addressed. (a) Insert address. (a) Insert address. (a) Or as the case may be. (a) An order of court, or resolution of the committee of inspection. (b) Insert address. (a) Insert address. (a) Insert address. (a) Fill in full name, address and occupation of deponent. If proof made by creditor strike out clauses (b) and (c). If made by clerk of creditor strike out (c). If by clerk or agent of the company strike out (b). (d) Insert 'me and to C.D. and E.F., my co-partners in trade (if any)', or, if by clerk or agent insert name, address, and description of principal. NOTE THIS, (e) State consideration [as goods sold and delivered by me (and my said partner) to the company between the dates of (or moneys advanced by me in respect of the under-mentioned bill of exchange) or, (as the case may be). (f) 'My said partners or any of them' or 'the above-named creditor' [as the case may be]. (g) 'My', or 'their', or 'his' (as the case may be). (h) [Here state the particulars of all securities held, and where the securities are on the property of the company assess the value of the same, and if any bills or other negotiable securities be held specify them in the schedule.] (a) Fill in full name, address and occupation of deponent. (b) On behalf of the workmen and others employed by the above-named company. (a) If proof wholly rejected strike out words underlined. (b) 21 days or 7 days as the case may be. (a) Insert here 'first' or 'second', or 'final', or as the case may be. (a) [Here insert purpose for which meeting called.] (b) 'Liquidator' or 'Official Receiver'. (a) State the description of the deponent, (b) Insert here 'general' or 'adjourned general' or 'first' meeting of creditors [or contributories as the cases may be]. (a) Each creditor mentioned in the statement of affairs, or each contributory mentioned in the register of members of the company, or as the case may be. (b) 'A' general meeting', or 'adjourned general meeting', or as the case may be. (a) 'First' or as the case may be. (b) Insert 'creditors' or 'contributories' as the case may be. (c) Here state reason for adjournment. (a) Where authority given by the Official Receiver. Here insert 'being a person under my official control'. (a) Here state whether clerk or manager in the regular employment of the creditor or contributory or the solicitor employed by him in connexion with the matter or a commissioner to administer oaths in the Supreme Court. (a) Here insert the word 'for' or the word 'against' as the case may require, and specify the particular resolution. (b) Here state whether clerk or manager in the regular employment or the creditor or contributory or solicitor employed by him in connexion with the matter or a commissioner to administer oaths in the Supreme Court. (a) Here insert grounds of application. (a) Here state nature of employment. Size of sheets. Form and contents of statement. Trading account. Dividends, etc. Insert here the name of the company. Insert here the name of the liquidator. (a) Add if necessary, 'That the rights of the contributories between themselves have been adjusted'. (a) State number of creditors.