Butterworths Hong Kong Company Law (Winding-Up and Miscellaneous Provisions) Handbook, 3rd Edition

The Butterworths Hong Kong Company Law (Winding Up and Miscellaneous Provisions) Handbook details the remaining Parts from the ‘old Companies Ordinance’ (Cap 32) that have not been repealed, and thus not included in the New Companies Ordinance. Provisions relating to prospectus, companies winding up rules, insolvency of companies, disqualification of directors, receivership, restrictions on sale of shares and provisions relating to the Societies Ordinance are still in force under the now retitled Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

This Handbook reproduces the text of the Ordinance as currently in force, together with details on all amendments and repeals with section by section annotations, encompassing significant judicial decisions and rules of court, as well as history notes, definitions of words and phrases, discussions on practical aspects and contentious issues in reference to each section and other authoritative materials including cross jurisdictional references.

Since the last edition of this book, Cap 32 has been amended to incorporate all changes made by the Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance 2016, which commenced operation on 13 February 2017. The contents of this Handbook were annotated and reviewed by ELG Tyler and Stefan HC Lo, both of whom were part of the Companies Ordinance rewrite team. ELG Tyler has also written an extensive introduction to the Ordinance, highlighting the significant provisions of Cap 32.

This series has been cited with authority in over one hundred court cases in the Hong Kong Court of First Instance, Court of Appeal and Court of Final Appeal. This Handbook will be an invaluable source of information for practitioners, legal advisers, company secretaries, students and anyone interested in the laws governing companies in Hong Kong.

This new edition reproduces the text of the Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance 2016, which commenced operation on 13 February 2017 as well as subsidiary legislation, as currently in force. It provides details on amendments and repeals, via key cases, and section-by-section annotations to the Ordinance. All annotations are fully cross referenced with comprehensive tables of cases and legislation.

The annotations cover:

• Enactment history
• UK references
• Interpretation of key terms
• Relevant case law

This series has been cited with authority in over one hundred court cases in the Hong Kong Court of First Instance, Court of Appeal and Court of Final Appeal.

New changes to the last edition:

• Amendments to Cap 32 to increase protection of creditors, streamline the winding up process, and strengthen regulation under the winding-up regime.
• Changes made to increase protection of creditors including introduction of additional safeguards to reduce the risk of abuse in a director-initiated creditors' voluntary winding up commenced under the new s 228A; restricting the powers of directors in a voluntary winding up prior to the appointment of a liquidator under s 250A; and setting out the circumstances in which there is an unfair preference under s 266.
• Changes made to allow liquidators to exercise the power to appoint a solicitor to assist the liquidator's duties under ss 199, 199A and 199B; streamlining and rationalising the proceedings by the Committee of Inspection by allowing remote attendance at meetings under ss 206, 207, 205A-207A of the amended CWUMPO; empowering the Committee of Inspection to approve payments of bill of costs of an agent of the liquidator without taxation and to remove the requirement for taxation under rr 176 and 179 of the CWUR.
• Changes made to strengthen regulations including extending the liability to provisional liquidators that they would not be absolved from their misfeasance or breach of duty and an earlier incorrect amendment is remedied by the inclusion of both 'breach of trust' under s 276; and setting out the powers and duties of provisional liquidators clearly under s 228B.