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companies winding up, while in the Country Courts the official receivers in Bankruptcy act. Considerable difficulty has been ex- perienced in adapting these provisions of the Act owing to the absence in Hongkong of any authority corresponding to the Board of Trade, and as the matter is still under discussion it is impossible to do more than indicate broadly how the control will affect the liquidators of companies, and some of the statements as to the officers by whom that control is to be exercised must be taken as provisional. In any case, many of the details of the control must be worked out later on in the Winding-up Rules, which in the case of England form a medium 8vo. book of 144 pages. The following are the main features of the control.
A new office is created, that of official receiver for companies matters. As the number of companies which are being wound up at any given time is small in Hongkong it is proposed that the duties of this office should be discharged by the official receiver in bankruptcy. As soon as a winding-up order has been made the official receiver becomes the provisional liquidator of the company. He may also be appointed liquidator, and he is ex-officio liquidator during any vacancy in the office. As such provisional liquidator he summonses separate meetings of the creditors and contributo- ries of the company to determine whether application shall be made to the court for appointing a liquidator in place of the official receiver, and whether application shall be made for the appoint- ment of a committee of inspection. Usually the court appoints the person selected at the meetings, but it is not compelled to do so, and sometimes refuses. As a rule it leans in favour of appoint- ing the official receiver. If the two meetings differ, the court decides between them. Within 14 days of the winding-up order the directors and officers of the company are bound to make out and submit to the official receiver a statement, verified by affidavit, giving information as to the assets, liabilities, and creditors of the company, and such other information as the official receiver may require. The official receiver then makes a report to the court on the capital, assets, and liabilities of the company, on the causes of its failure, and whether further enquiry is desirable as to any matter relating to the promotion, formation, or failure of the com- pany, or the conduct of its business. He may also make a further report as to whether any fraud has been committed, and on such further report the court may order the public examination of the suspected promoters, directors, or officers. This provision, it may be noted, goes far beyond the present powers of examining di- rectors and officers.
Every liquidator must pay the moneys received by him to an account called the Companies Liquidation Account, at such bank as the Colonial Treasurer may direct. The official receiver con- trols this account and authorises all payments out, and himself keeps separate accounts of the receipts and payments in the wind- ing-up of each company. Every liquidator must send to the official receiver at least twice a year an account of his receipts and pay- ments, and the court causes the account to be audited. The two preceding sentences illustrate the difficulty of applying the Act here. The functions which are assigned in them to the official re- eiver are in England performed by the Board of Trade, and as the bill stands there is no regular control over the liquidator when the latter happens to be the official receiver. Such control is of course less necessary than in the case of "outside" liquidators, and Clause 218 provides for the auditing of his accounts. The official receiver (in England, the Board of Trade) is also to take cognizance generally of the conduct of liquidators of companies, may on complaint make an enquiry and take such action as he thinks fit, and may apply to the court for the examination of the liquidator on oath. All "outside" liquidators are bound to give to the official receiver all necessary information and access to the books and documents of the company, and have to apply to him (in England, the Board of Trade) for their release. They must also give certain information to the registrar of companies.
Various improvements are also introduced into winding up procedure, e.g., the appointment of committees of inspection and special managers where desirable. Power is also taken to delegate to liquidators certain powers of the court, e.g., as to making calls ; advantage of this has been taken in the English winding up Rules,
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