What is the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 652)?
Legislation governing insolvency, winding up, liquidation, and related matters for companies in Hong Kong, separate from the new Companies Ordinance (Cap. 622).
What is Winding Up?
The legal process of dissolving a company, settling debts, and distributing remaining assets to members.
Who is a Liquidator?
A person appointed to manage the winding up process, realizing assets and distributing proceeds to creditors and members.
What is Voluntary Winding Up?
Winding up initiated by the company’s members or creditors, rather than by court order.
What is Compulsory Winding Up?
Winding up ordered by the court, usually on petition by creditors or other stakeholders.
Who is the Official Receiver?
A public officer who may be appointed as liquidator or to supervise winding up and insolvency proceedings.
What is Creditors’ Voluntary Winding Up?
A voluntary winding up initiated by the company when it is insolvent, involving creditors’ approval and oversight.
What is Members’ Voluntary Winding Up?
A voluntary winding up initiated by the company when it is solvent, with a declaration of solvency.
What is Insolvency?
The state where a company cannot pay its debts as they fall due or its liabilities exceed its assets.
What is a Provisional Liquidator?
A liquidator appointed temporarily by the court to preserve company assets pending a winding up order.
What is Proof of Debt?
A formal claim submitted by a creditor to prove the amount owed by the company in winding up.
Who are Preferential Creditors?
Creditors who have priority over others in payment from the company’s assets during winding up (e.g., employees).
What is a Floating Charge?
A security interest over a company’s assets that “floats” until crystallization upon default or insolvency.
What is a Fixed Charge?
A security interest over specific, identifiable assets of a company.
What is the Disqualification of Directors?
Provisions under Cap. 652 that allow courts to disqualify directors for misconduct or unfitness to manage companies.
What is Receivership?
The appointment of a receiver to take control of company assets, usually by a secured creditor, to recover debts.
What is a Scheme of Arrangement?
A court-approved compromise or arrangement between a company and its creditors or members to restructure debts.
What is Dissolution?
The final legal termination of a company’s existence after winding up is complete.
What is Misfeasance?
Wrongful or negligent conduct by company officers leading to loss or damage to the company.
What is Investigation of Affairs?
Court-ordered inquiry into a company’s conduct, usually in insolvency or suspected misconduct cases.
