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  • Section 3: Section 3: Creditors' Voluntary Winding Up

    • Article 70 - Application of this Section

      (1) Subject as follows, this Section applies in relation to a Creditors´ Voluntary Winding Up.
      (2) Articles 71 and 72 do not apply where, under Article 69, a Members´ Voluntary Winding Up has become a Creditors´ Voluntary Winding Up.

    • Article 71 - Meeting of creditors

      (1) The Company shall:
      (A) cause a meeting of its creditors to be summoned for a day not later than the 21st day after the day on which there is to be held the Company meeting at which the Resolution For Voluntary Winding Up is to be proposed;
      (B) cause the notices of the creditors' meeting to be distributed to the CRO, the QFC Authority and all creditors of whose identity and address it is aware and published in an appropriate publication not less than seven days before the day on which that meeting is to be held; and
      (C) propose a person to act as Liquidator of the Company.
      (2) The creditors may, at the creditors' meeting, nominate a person to be Liquidator.
      (3) In the case of different persons being nominated, the Liquidator shall be the person nominated by the creditors.
      (4) The powers of the Liquidator nominated by the Company shall not be exercised, except with the sanction of the QFC Court, during the period before the holding of the creditors' meeting.

    • Article 72 - Appointment of Creditors' Committee

      (1) The creditors at the meeting to be held under Article 71 or at any subsequent meeting may, if they think fit, appoint a committee of at least three and not more than five persons to exercise the functions conferred on it by or under these Regulations.
      (2) If such a Creditors' Committee is appointed, the Company may, either at the meeting at which the Resolution For Voluntary Winding Up is passed or at any time subsequently in general meeting, appoint such number of persons, not exceeding five, as it thinks fit to act as members of the Creditors' Committee.
      (3) However, the creditors may, if they think fit, resolve that all or any of the persons so appointed by the Company ought not to be members of the Creditors' Committee; and if the creditors so resolve:
      (A) the persons mentioned in the resolution are not then, unless the QFC Court otherwise directs, qualified to act as members of the Creditors' Committee; and
      (B) on any application to the QFC Court under this provision the QFC Court may, if it thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution.

    • Article 73 - Directors' powers

      On the appointment of a Liquidator under Article 71, all the powers of the directors cease, except so far as the Creditors' Committee or, if no such committee was established, the creditors sanction their continuance.

    • Article 74 - Vacancy in office of Liquidator

      (1) If a vacancy occurs, by death, resignation or otherwise, in the office of a Liquidator (other than a Liquidator appointed by, or by the direction of, the QFC Court) the creditors may fill the vacancy.
      (2) A meeting of creditors to fill such vacancy may be convened by any creditor or, if there were more than one Liquidator, by the continuing Liquidators.

    • Article 75 - Progress report to the Company and creditors' at year's end

      (1) If the winding up continues for more than one year, the Liquidator must produce a progress report for a period of one year commencing on the date on which the Liquidator is appointed and every subsequent period of one year. The Liquidator must send a copy of the progress report within two months of the end of the period covered by the report to the CRO, members of the Company and each creditor of whose address the Liquidator is aware.
      (2) The progress report shall contain the following information:
      (A) full details of the Company's name, address of registered office and registered number;
      (B) full details of each Liquidator's name and address and date of appointment, including any changes in office-holder;
      (C) details of the basis fixed for the remuneration of the Liquidator (or if not fixed at the date of the report, the steps taken during the period of the report to fix it);
      (D) if the basis of the remuneration has been fixed, a statement of (i) remuneration charged by the Liquidator during the period of the report and (ii) where the report is the first to be made after the basis has been fixed, the remuneration charged by the Liquidator during the periods covered by the previous periods, together with a description of the things done by the Liquidator during those periods in respect of which remuneration was charged, irrespective of whether payment was made during that period;
      (E) a statement of expenses incurred by the Liquidator during the period of the report, irrespective of whether payment was made during that period;
      (F) details of progress during the period of the report, including a receipts and payments account;
      (G) details of any assets that remain to be realised;
      (H) a statement of creditor's right to challenge the Liquidator's remuneration and expenses under Article 138; and
      (I) any other relevant information for creditors.
      (3) A progress report is not required for any period which ends after any meeting is called in accordance with Article 76.

    • Article 76 - Final meeting prior to dissolution

      As soon as the Company's affairs are fully wound up, the Liquidator shall make up an account of the winding up, showing how it has been conducted and the Company's property has been disposed of, and thereupon shall call a general meeting of the Company and a meeting of the creditors for the purpose of laying the account before the meetings and giving an explanation of it.