A company can be subject to Creditor’s Voluntary Winding Up if :
(1) the company passes a special resolution for voluntary winding up in the absence of a Certificate of Solvency (s. 233(4) Companies (Winding Up and Miscellaneous Provisions) Ordinance [ CWUMPO]); or
(2) the Company is not solvent in the opinion of the director (section 228A CWUMPO) or the liquidator (s. 237A CWUMPO).
Therefore, a creditors’ voluntary liquidation will occur where the company decides to put itself into voluntary liquidation but is not solvent. Any voluntary liquidation in which there is no certificate of solvency will be a creditors’ voluntary liquidation.
In creditors’ voluntary liquidation, it allows the creditors to appoint a committee of inspection at the initial meeting of creditors or any subsequent meeting. If a committee of inspection is appointed, it shall meet at least once a month.
Upon the commencement of the voluntary winding-up, the company will cease to carry on business except that which may be required for the benefit of winding- up smoothly. The legal status and powers of the company will continue until it is dissolved.
Any shares transfer (except a transfer made by the liquidator or made with his/her approval), and any alteration to the members’ status of the company which is made after the commencement of a voluntary winding-up, will be void.
The company will be permanently dissolved 3 months after the Registrar of Companies registers the final account and return filed by the liquidator following the relevant final meeting or meetings.
For legal advice or services on liquidation proceedings or debt recovery, please contact CHOW & CHEUNG, Hong Kong Solicitors & Notary Public
Tel: +852 2856 3799 Email: email@example.com
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