Not for exam for charter 5 and 6 Final Charter Liquidation and Receivership Hong Kong Company Law

(Notes)

Starts up company Pre-incorporation Promoter Corporate Memorandum Running the company Share capital Type of capital Profit dividend - cash - scrip Rise Capital Share Right issue prospectus No misleading statement Officer Director company secretary Duties and obligation Auditor meeting Board - Annual - Extraordinacy

Close company Receivership or Liquidation Receivership arises when creditor is o wn money by company fails to pay debt - Most common creditor is debenture holder - Debenture holder appoint a receiver.(Private appointment) By the court when two creditor are own money Once appointed Notice Common registrar People dealing with company ( XYZ receiver appointed)

Duty duty is to the debenture holder not to the member or director XYZ Ltd Pointing press $20M Debenture holding loaned $12 with printings press as security XYZ Ltd does not pay interest Debenture holder appoints receiver Receiver sells printer press worth $20m for 12

XYZ LTD

Agent for company

Debenture holder

Receiver

Employee contract of employee continues Director still responsible as director Contract in existence will continues

XYZ Appointed by court- receiver company = officer he need of contract approval for all action Duties Carry out realization of assets business to pay debt Statement of affair these are done 6 month Logged with company registrar Receiver act for creditor to get his money back Receiver/ manager effectively take over business to collect income, he then forms a view if the company is insolvent equal to unable to pay it debt Recommend Liquidation =winding up to the company which is trading company or non trading company (dormant) Gather Assets convent to cash Pay you creditor secured creditor (debenture holder) Unsecured creditor inland - staff - small supplier Left over goes to member 18000,000 (12,000,000) 6000,000 8000,000 they will distribute 6000,000 proportionately

Contributory = people who owe or have contribute fund to company

Share to own =10,000 pay by call #1 #2 You own 10% 20% 1000 2000 3000 4000

Creditor have to prove the debt = they need to show what is owned to them invoice order contract Prepare a report recommendation about company Director Public examination Bankruptcy Criminal officer Recommendation of liquidator is voted on by creditor