• Introduction
• Winding-up Petition
• Procedures for Filing Petition
• Effects of Compulsory Winding-up
• First meetings of creditors and contributories
• Duties of Directors of a wound-up company
• Rights of Creditors and Contributories
• Distribution of Dividend
• Release of Liquidators and Dissolution of Company
• Prosecution of Directors and Officers
• Disqualification of Directors
• Reference Materials
• Enquiries/complaints
• Insolvency Related Offences and Penalties

Rights of Creditors and Contributories

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 $40. The filing fee is waived for claims for wages/salary by employees. It is also waived for any other debts not exceeding $250.

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.

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 Ordinance.

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

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

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. 

Release of Liquidators and Dissolution of Company

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.

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.

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

The Official Receiver acts under the authorization of the Secretary of Justice 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

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

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.

Reference Materials

These documents can be obtained from the Official Receiver's Office free of charge, from the website http://www.oro.gov.hk or by fax-on-demand through telephone number 2867 2448.

Enquiries/Complaints