1964_COMPANIES_ORDINANCE — Page 114

224

CAP. 32]

Companies

[1984 Ed.

(6 of 1984.) [*31.8.84.)

company will be able to pay its debts in full within such period not exceeding 12 months from the commencement of the winding up as may be specified in the declaration.

(2) A declaration made as aforesaid shall have no effect for the purposes of this Ordinance unless-

(a) it is made within the 5 weeks immediately preceding the date of the passing of the resolution for winding up the company and is delivered to the Registrar for registration not later than the date of delivery to the Registrar of a copy of the resolution; and

(b) it embodies a statement of the company's assets and liabilities as at the latest practicable date before the making of the declaration.

(3) Any director of a company making a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period specified in the declaration, shall be liable to a fine of $10,000 and to imprisonment for 6 months; and if the company is wound up in pursuance of a resolution passed within the period of 5 weeks after the making of the declaration, but its debts are not paid or provided for in full within the period stated in the declaration, it shall be presumed until the contrary is shown that the director did not have reasonable grounds for his opinion.

(4) A winding up in the case of which a declaration has been made and delivered under this section is in this Ordinance referred to as "a members' voluntary winding up", and a winding up in the case of which a declaration has not been made and delivered as aforesaid is in this Ordinance referred to as "a creditors' voluntary winding up".

(5) Notwithstanding subsections (1) and (2), any declaration of solvency made in connexion with a winding up commenced but not completed before the date of commencement* of the Companies (Amendment) Ordinance 1984 shall, if it has been effective for the purposes of this Ordinance before that date, continue to have effect for those purposes on and after that date, and-

(a) such winding up shall be deemed to be a members' voluntary winding up within the meaning of this section;

(b) subsection (3) shall not apply in relation to any such declaration or winding up.

(Replaced, 6 of 1984, s. 162)

Provisions applicable to members winding up.

1929 c. 23. s. 231.

Provisions applicable to a Members' Voluntary Winding Up

234. The provisions contained in sections 235 to 239A shall apply in relation to a members' voluntary winding up.

(Amended. 6 of 1984, s. 163)