1

(Revised in Mar 2014)

(20143)
2


1.1 32(
)()
1.2

(a)
(b)

1.3

(a)
(i) ()
(ii)
(b) ( )

1.4
() 285 ()
183




2.1 ()


(a) 10,000
(b)
(c)

2.2

2.3
2.4 ()
[
]

1
INTRODUCTION
1.1 The principal legislation for companies winding-up is contained in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance and
Companies (Winding-up) Rules (Chapter 32).
1.2 The main objectives of the companies winding-up are:

(a) to ensure that all the companys affairs have been dealt with properly;
(b) to have the company dissolved.

1.3 Modes of winding-up include :

(a) voluntary winding-up which consists of :
(i) members (shareholders) voluntary winding-up; and
(ii) creditors voluntary winding-up;
(b) compulsory winding-up by the High Court of the Hong Kong Special
Administrative Region (the court).

1.4 The Official Receivers Office mainly administers compulsory winding-up
cases. For voluntary winding-up cases, the Official Receivers Office is only
responsible for keeping the unclaimed and undistributed money pursuant to
section 285 of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance and rule 183 of the Companies (Winding-up) Rules.


WINDING-UP PETITION

2.1 A limited company may be wound up by the court in the circumstances set out
in the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
The more common ones are :

(a) the company is unable to pay a debt of $10,000 or above;
(b) the court is of the opinion that it is just and equitable that the company
should be wound up; or
(c) the company has by special resolution resolved that the company be
wound up by the court.
2.2 A creditor, a shareholder or the company itself can file a winding-up petition
against the company.
1
3
2.3 A solicitor is normally instructed by the petitioner to prepare and file the
winding-up petition.

2.4 Any person (e.g. employee) who is qualified for receiving legal aid under
the Legal Aid Ordinance and Rules may apply to the Legal Aid
Department for assistance in filing a winding-up petition. [For details,
please contact the Legal Aid Department direct.]


PROCEDURES FOR FILING PETITION

3.1 The procedures for filing a winding-up petition are :

(a) prepare a petition according to Form 2 or 3 in the Appendix of the
Companies (Winding-up) Rules with such variations as
circumstances may require;
(b) deposit with the Official Receivers Office a sum of $11,250 for the
purpose of covering the fees and expenses to be incurred by the
Official Receiver;
(c) go to the Registry of the High Court to:
(i) pay a court fee of $1,045,
(ii) obtain a date for the hearing of the petition, and
(iii) file the petition.
(d) submit a copy of all documents filed in the High Court in connection
with the petition to the Official Receiver within 24 hours after such
documents are filed with the court;
(e) advertise the petition seven clear days before the hearing date of the
petition once in the Gazette and once at least in two Hong Kong daily
newspapers (one Chinese and one English);
(f) deliver a sealed copy of the petition to the registered office of the
company or, in case there is no registered office of the company, the
principal or last known principal place of business of the company;
and
(g) file an affidavit verifying the petition within four days after the
petition is filed with the court using Forms 7 and 8 in the Appendix of
the Companies (Winding-up) Rules.

Note
If a petitioner wishes to withdraw a petition already filed in the court, he
has to apply to the court for approval. He is also required to pay the costs
of the Official Receivers Office.
2



3.1

(a) ()2 3

(b) $11,250 ,

(c)
(i) 1,045
(ii)
(iii)
(d) 24

(e) 7

(f)

(g) [
()7 8]

4.1

4.2 :

(a)
,



2

4
(b)

3,500

4.3

(a)

(b)
4.2
(c) 200,000

(d)





5.1 200,000

5.2


5.3


3

EFFECTS OF COMPULSORY WINDING-UP
4.1 Once a winding-up petition is filed in the court, the winding-up of the
company shall be deemed to commence at the time of the filing of the petition
for winding-up.

4.2 After the commencement of winding-up :

(a) any disposition of the property of the company, including any transfer of
shares or alteration in the status of the shareholders of the company,
unless the court orders otherwise, is void; and
(b) the company or any creditor or shareholder may apply to the court to
stay or restrain any pending action or proceeding against the company.

Note
If the petitioner believes that the assets of the company are in jeopardy, he
may apply to the court, after the filing of the winding-up petition, for the
appointment of a provisional liquidator to safeguard the assets of the
company prior to the hearing of the petition. This will require a further sum
of $3,500 to be deposited with the Official Receivers Office by the petitioner.
Additional sums may be required to be deposited when necessary.

If a provisional liquidator is appointed prior to the hearing of the winding-up
petition, the court will appoint him to be the provisional liquidator when
making the winding-up order.

4.3 After the provisional liquidator is appointed or the winding-up order is made
against the company :

(a) no action or proceeding shall be continued or commenced against the
company except with the approval of the court;
(b) the Official Receiver will become the provisional liquidator of the
company unless a provisional liquidator has already been appointed
prior to the making of the winding-up order (see Note in 4.2 above);



3

5
(c) if the property of the company is not likely to exceed in value
$200,000, the Official Receiver, when acting as provisional liquidator,
may appoint another person as provisional liquidator in his place; and
(d) the provisional liquidator will take over control of the company
including its assets and accounting records and investigate the
companys affairs.


FIRST MEETINGS OF CREDITORS AND CONTRIBUTORIES

5.1 If the property of the company is likely to exceed in value $200,000, the
provisional liquidator appointed after the making of the winding-up order
will convene and chair the first meetings of creditors and contributories
within three months from the date of the winding-up order for the purpose
of appointing a liquidator and a committee of inspection.

5.2 For the first meeting of creditors, only creditors whose Proof of Debt
Forms have been admitted for voting purpose by the chairman of the
meeting have the right to vote.

5.3 For the first meeting of contributories, only contributories whose names
appear in the latest Annual Returns of the company filed with the
Companies Registry have the right to vote.

Note
Creditors and contributories may decide, in suitable cases, whether an
application should be made to the court, under section 209A of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, for an
order for the winding-up of the company to be conducted as if it were a
creditors voluntary winding-up.

5.4 The chairman of the meetings will report the results of the meetings to the
court and apply for an order of appointment of liquidator and members of
the committee of inspection, if any.

5.5 Where the provisional liquidator is of the opinion that the property of the
company is not likely to exceed in value $200,000, he may apply to the
court for an order that the company be wound up in a summary manner,
i.e. there will be no first meetings of creditors and contributories
4


(
)209A


5.4


5.5 200,000

5.6
200,000



6.1

(a)

(b)

(c) 28
()
(d)
(e)
(f)

6.2
(10.1 )
(11.1 11.2 )


4
6
and the provisional liquidator shall be the liquidator without a committee of
inspection.

5.6 If any creditor or contributory requests for the summoning of the first
meetings of creditors and contributories, the provisional liquidator should
give due consideration to such request even though he is of the opinion that
the property of the company is unlikely to exceed in value $200,000.
DUTIES OF DIRECTORS OF A WOUND-UP COMPANY

6.1 On the appointment of a provisional liquidator or the making of the
winding-up order, the powers of the directors of the company will cease. The
directors must then :

(a) deliver to the provisional liquidator or liquidator the companys assets,
books and records and seal;
(b) attend the office of the provisional liquidator or liquidator for interview
to provide information of the companys assets and dealings;
(c) submit a sworn statement of affairs of the company (similar to a balance
sheet) within 28 days after the appointment of a provisional liquidator
or the making of the winding-up order;
(d) attend meetings of creditors and contributories when notified by the
provisional liquidators or liquidators;
(e) continue to co-operate with the provisional liquidator or liquidator until
the liquidation is concluded; and
(f) notify the provisional liquidator or liquidator of any change in address.

6.2 Directors who fail to perform their duties such as failure to keep and
preserve books and records of the company, failure to prepare and
submit the statement of affairs, etc. may be prosecuted (see 10.1 below)
and disqualified from acting as directors for a certain period of time (see
11.1 and 11.2 below).





5


7.1
35

250

7.2 ()

7.3 ()


7.4


7.5





8.1




9.1

21


9.2

5
7
RIGHTS OF CREDITORS AND CONTRIBUTORIES

7.1 After the making of the winding-up order, creditors must complete a Proof
of Debt Form in order to prove for any debt contracted by the company and
submit it to the provisional liquidator or liquidator together with any
documentary evidence and a non-refundable filing fee of $35. The filing
fee is waived for claims for wages/salary by employees. It is also waived
for any other debts not exceeding $250.

7.2 The Labour Department administers the Protection of Wages on
Insolvency Fund (the Fund). When a winding-up petition is filed against a
company, the employees who are owed wages and salaries etc. may apply
to the Labour Department for ex-gratia payments from the Fund subject to
the relevant rules and regulations. Creditors who have received payments
from the Fund must provide full details of the payments in their Proof of
Debt Forms to be filed with the provisional liquidator or liquidator.

7.3 Any creditor or contributory may request the provisional liquidator or
liquidator to summon general meetings of creditors and contributories
subject to the relevant winding-up provisions in the Companies (Winding
Up and Miscellaneous Provisions) Ordinance .

7.4 Creditors and contributories are entitled to obtain a copy of the statement
of affairs on payment of the prescribed fee.

7.5 If any person is aggrieved by any act or decision of the liquidator, that
person may apply to the court for the reversion or modification of such act
or decision.

DISTRIBUTION OF DIVIDEND

8.1 If, after deduction of all fees and expenses, there are funds remaining in the
estate of the company, the liquidator will distribute this sum to creditors
whose claims have been admitted.



6
9.3






10.1

1




11.1


11.2
15




12.1





12.2
http://www.oro.gov.hk2867 2448






6
8
RELEASE OF LIQUIDATORS AND
DISSOLUTION OF COMPANY

9.1 Once all the assets of the company have been realized, investigation
completed and a final dividend, if any, has been paid, the liquidator will send
notices, together with a summary of his receipts and payments in the
liquidation, to the creditors and contributories of the company of his intention
to apply to the court for his release as liquidator. Any creditor or contributory
may raise objection to the intended release within 21 days from the date of the
notice.

9.2 If there is no objection to the intended release, the liquidator will proceed to
apply to the court for his release as liquidator of the company.

9.3 After obtaining the order for release, the liquidator will file with the Registrar
of Companies the Certificate of Release of Liquidator. On the expiration of
two years from the filing of the Certificate of Release of Liquidator, the
company shall be dissolved.


PROSECUTION OF DIRECTORS AND OFFICERS

10.1 The Official Receiver acts under the authorization of the Secretary of J ustice
to prosecute the directors and officers of wound up companies who are in
breach of certain insolvency related offences. The insolvency related offences
and their penalties are summarized in Schedule 1.

DISQUALIFICATION OF DIRECTORS

11.1 The Official Receiver may make application to the court for a disqualification
order against any director of a wound up company if the directors conduct
makes him unfit to be concerned in the management of a company.

11.2 The court may make a disqualification order forbidding a person to act as a
director of any company for a period up to 15 years.


7



/

13. 1 /
: 66
10-12


: 2867 2448
: 3105 1814
: oroadmin@oro.gov.hk
























7
9
1




(
)
( 32 )





121(4)
()

300,000


122(3)
()

300,000


190(5)

50,000

300

271(1)(o)

12

271(1)
[ (o)
]

271

(i)

(ii) 12

150,000



50,000
6








8
10
REFERENCE MATERIALS
12.1 For further information, please refer to:

Winding-up of a Company by the Court: The Main Processing Stages
Winding-up of a Company by the Court: Your Duties as a Company
Director
Winding-up of a Company by the Court: Your Rights as a Creditor
12.2 These documents can be obtained from the Official Receivers Office free
of charge, from the website http://www.oro.gov.hk or by fax-on-demand
through telephone number 2867 2448.


ENQUIRIES / COMPLAINTS

13.1 If further information / complaint is required, please contact us:
Mail : The Departmental Secretary
Official Receiver's Office
10/F - 12/F, High Block,
Queensway Government Offices
66 Queensway, Hong Kong
Telephone : 2867 2448
Fax : 3105 1814
E-mail : oroadmin@oro.gov.hk












8

(
)
( 32 )






272
150,000



50,000


273

150,000



50,000


274(1)

150,000



50,000


275(3)

150,000









9
SCHEDULE 1

INSOLVENCY RELATED OFFENCES AND PENALTIES
Companies
(Winding Up and
Miscellaneous
Provisions)
Ordinance
(Cap. 32)
Section
Description of the Offence

Penalty
121(4)
(repealed)
Director failing to take reasonable steps to ensure
that proper books of account are kept and
preserved.

Liable to a maximumfine
of $300,000 and
imprisonment up to a
maximumof 1year.
122(3)
(repealed)
Director failing to take reasonable steps to ensure
that accounts are tabled at the Annual General
Meeting.
Liable to a maximumfine
of $300,000 and
imprisonment up to a
maximumof 1year.
190(5) Person failing to comply with requirements to
submit a statement of affairs.
Liable to a maximumfine
of $50,000 and daily
default fine of $300
271(1)(o) Officers disposed any property of the company
which had been obtained on credit and had not
been paid for within 12 months next before the
commencement of the winding-up or at any time
thereafter.
On indictment : liable to
imprisonment up to a
maximumof 5years.

Summary prosecution :
liable to a maximumof 2
years.
271(1)
[relating to all
paragraphs
except (o)]
Officers failing to comply with section 271,
including :

(i) Officers failing to deliver to the liquidator all the
property, books and records or disclose their
information; and

(ii) Officers concealed or fraudulently removed
any part of the property or the books of the
company within 12 months next before the
commencement of winding-up.
On indictment : liable to a
maximumfine of $150,000
and imprisonment up to a
maximumof 2years.

Summary prosecution :
liable to a maximumfine
of $50,000 and
imprisonment up to a
maximumof 6months.
9
11
Companies
(Winding Up and
Miscellaneous
Provisions)
Ordinance
(Cap. 32)
Section
Description of the Offence Penalty
272 Officers falsifying books. On indictment : liable to a
maximumfine of $150,000
and imprisonment up to a
maximumof 2years.

Summary prosecution :
liable to a maximumfine
of $50,000 and
imprisonment up to a
maximumof 6months.
273 Officers acting with intent to defraud creditors by
giving, or concealing property of company.
On indictment : liable to a
maximumfine of $150,000
and imprisonment up to a
maximumof 2years.

Summary prosecution :
liable to a maximumfine of
$50,000and imprisonment
up to a maximumof 6
months.
274(1) Officers failing to keep proper books for the 2
years prior to winding-up of company.
On indictment : liable to a
maximumfine of $150,000
and imprisonment up to a
maximumof 2years.

Summary prosecution :
liable to a maximumfine of
$50,000and imprisonment
up to a maximumof 6
months.
275(3) Person being a party to carrying on the business
of a company with intent to defraud creditors.

On indictment : liable to
unlimited fine and
imprisonment up to a
maximumof 5years.

Summary prosecution :
liable to a maximumfine
of $150,000 and
imprisonment up to a
maximumof 1year.
10

( 622 )






373(5) &(6)
374(4) &(5)
377(3) &(4)

300,000


429(3) &(4)

300,000




























10
12
Companies
Ordinance
(Cap. 622)
Section
Description of the Offence Penalty
373(5) &(6)
374(4) &(5)
377(3) &(4)
Director failing to take reasonable steps to ensure
that prescribed accounting records are kept and
preserved.
Liable to a maximumfine
of $300,000 and
imprisonment up to a
maximumof 1year.
429(3) &(4) Director failing to take reasonable steps to ensure
that financial statements are tabled at the Annual
General Meeting.
Liable to a maximumfine
of $300,000 and
imprisonment up to a
maximumof 1year.
11
13