• Section 1: Section 1: General Provisions

    • Article 87 - Commencement of winding up

      (1) Subject to (2), a winding up by the QFC Court is deemed to have commenced at the time of the making of the winding up application.
      (2) If, before the application for the winding up of the Company was made to the QFC Court, a resolution had been passed by the Company for voluntary winding up, the winding up is deemed to have commenced at the time of the passing of the resolution.

    • Article 88 - General functions of the Liquidator in winding up by the QFC Court

      The functions of the Liquidator of a Company which is being wound up by the QFC Court are to ensure that the assets of the Company are got in or otherwise secured, realised and distributed to the Company's creditors and, if there is a surplus, to the persons entitled to it.

    • Article 89 - Appointment or removal of Liquidator by the QFC Court

      (1) If from any cause whatever there is no Liquidator acting, the QFC Court may appoint a Liquidator.
      (2) The Liquidator may be removed from office only by an order of the QFC Court or, in the case of a members' voluntary winding up, by a general meeting of the Company summoned specially for that purpose, or, in the case of a Creditors' Voluntary Winding Up, by a general meeting of the Company's creditors summoned specially for that purpose in accordance with these Regulations.

    • Article 90 - Power to exclude creditors not proving in time

      (1) The Liquidator may fix a time or times within which creditors are to prove their debts or claims (in accordance with Section 8 of Part 5 below) or be excluded from the benefit of any distribution made before those debts are proved.
      (2) On application from an interested party, the QFC Court may extend the time or times set by the Liquidator for the filing of proofs of debt.

    • Article 91 - Distribution of Company's property and priority of payments in a winding up

      (1) Subject to the provisions of these Regulations as to preferential payments and to the 'Client Money Distribution Rules' applicable to Authorised Firms as set out in the Regulatory Authority's "Asset Rulebook", the Company's property in a winding up shall on the winding up be applied in satisfaction of the Company's liabilities which rank pari passu and, subject to that application, shall (unless the articles otherwise provide) be distributed among the members according to their rights and interests in the Company, save that a creditor may agree to rank in priority after any other debts.
      (2) In a winding up, the priority of payments shall be as follows:
      (A) Secured Creditors to the extent of their Security Interest and in the order of priority provided for in Part 5 of the Security Regulations;
      (B) costs and expenses, including the Liquidator's remuneration, properly incurred by the Liquidator in the exercise of his functions and, where the liquidation was immediately preceded by an administration, the Administrator's remuneration, properly incurred by the Administrator in the exercise of his functions;
      (C) preferential creditors as defined in Article 148; then
      (D) unsecured creditors.

    • Article 92 - Power to disclaim onerous property

      (1) The Liquidator may, by the giving of the prescribed notice, disclaim any onerous property and may do so notwithstanding that he has taken possession of it, endeavoured to sell it, or otherwise exercised rights of ownership in relation to it.
      (2) Onerous property for the purposes of this Article 92 means any unprofitable contract and any property of the Company which is unsaleable or not readily saleable or is such that it may give rise to a liability to pay money or perform any other onerous act.
      (3) A disclaimer under this Article 92:
      (A) operates so as to determine, as from the date of the disclaimer, the rights, interests and liabilities of the Company in or in respect of the property disclaimed; but
      (B) does not, except so far as is necessary for the purpose of releasing the Company from any liability, affect the rights or liabilities of any other person.
      (4) Any person sustaining loss or damage in consequence of the operation of a disclaimer under this section is deemed a creditor of the Company to the extent of the loss or damage and accordingly may prove for the loss or damage in the winding up.

    • Article 93 - Notification that Company is in Liquidation

      When a Company is being wound up, every business letter, written order for goods or services, invoice, receipt, written demand for payment and similar documentation issued by or on behalf of the Company, or a Liquidator of the Company (whether in hard copy, electronic or any other form), being a document on or in which the name of the Company appears, and all the Company's websites, shall contain a statement that the Company is being wound up.

    • Article 94 - [Deleted]

    • Article 95 - Reference of questions to the QFC Court

      (1) The Liquidator or any shareholder or other person liable to contribute to the assets of the Company or creditor may apply to the QFC Court to determine any question arising in the winding up of a Company by the QFC Court.
      (2) The Liquidator or any aggrieved person may apply to the QFC Court for an order in relation to the exercise of the powers or functions of the Liquidator. Any person who fails to comply with a summons or direction of the Liquidator referred to in Schedule 1 commits a contravention and is liable to a financial penalty.
      (3) The QFC Court may make such order on an application under this Article as it thinks just, including where appropriate an order enforcing or setting aside any direction given or requirement made by the Liquidator to or of a person.

    • Article 96 - Dissolution and early dissolution

      (1) Articles 96(2) and (3) apply, in the case of a Company being wound up, where the Liquidator has sent to creditors his final account and return.
      (2) On the expiration of three months from the date of despatch of the final account and return the Company is deemed to be dissolved and the Liquidator must apply to the CRO for the Company to be struck from the register.
      (3) The QFC Court may, on the application of any other person who appears to the QFC Court to be interested, make an order deferring the date on which the dissolution of the Company is to take effect for such time as the QFC Court thinks fit.
      (4) Where the realisable assets of the Company are insufficient to cover the expenses of the winding up, and the affairs of the Company do not require any further investigation, the Liquidator may at any time apply to the CRO for the early dissolution of the Company.
      (5) Before making an application under Article 96(4), the Liquidator shall give not less than 28 days' notice of his intention to do so to the Company's creditors and contributories.

    • Article 97 - Fraud in anticipation of winding up

      When a Company is ordered to be wound up by the QFC Court, or passes a Resolution For Voluntary Winding Up, Article 105 shall apply in respect of any person, being a past or present officer of the Company, who, within the 12 months immediately preceding the commencement of the winding up, has:

      (1) concealed any part of the Company's property to the value of US$200.00 or more; or concealed any debt due to or from the Company;
      (2) fraudulently removed any part of the Company's property to the value of US$200.00 or more;
      (3) concealed, destroyed, mutilated or falsified any book or paper affecting or relating to the Company's property or affairs;
      (4) made any false entry in any book or paper affecting or relating to the Company's property or affairs;
      (5) fraudulently parted with, altered or made any omission in any document affecting or relating to the Company's property or affairs;
      (6) pawned, pledged or disposed of any property of the Company which has been obtained on credit and has not been paid for (unless the pawning, pledging or disposal was in the ordinary course of the Company's business); or
      in each case with the intention of defrauding the creditors of the Company or concealing the state of the Company from any person.

    • Article 97A - Misconduct in the course of winding up

      When a Company is ordered to be wound up by the QFC Court, or passes a Resolution For Voluntary Winding Up, Article 105 shall apply in respect of any person, being a past or present officer of the Company, who:

      (1) does not to the best of his knowledge and belief fully and truly disclose to the Liquidator all of the Company's property, and how and to whom and for what consideration and when the Company disposed of any part of that property (except such part as has been disposed of in the ordinary course of the Company's business); or
      (2) does not deliver up to the Liquidator (or as he directs) all such part of the Company's property as is in his custody or under his control, and which he is required by law to deliver up; or
      (3) does not deliver up to the Liquidator (or as he directs) all books and papers in his custody or under his control belonging to the Company; or
      (4) knowing or believing that a false debt has been proved by any person in the winding up, fails to inform the Liquidator as soon as practicable; or
      (5) attempts during the winding up to account for any part of the Company's property by fictitious losses or expenses or at any meetings of the Company's creditors within the 12 months preceding the winding up.

    • Article 98 - Transactions in fraud of creditors

      (1) When a Company is ordered to be wound up by the QFC Court or passes a Resolution For Voluntary Winding Up, Article 105 shall apply in respect of any person, being at the time an officer of the Company, who:
      (A) has made or caused to be made any gift or transfer of, or a Security Interest on, or has caused or connived at the levying of any execution against, the Company's property; or
      (B) has concealed or removed any part of the Company's property since, or within two months before, the date of any unsatisfied judgment or order for the payment of money obtained against the Company.
      (2) Article 105 shall not apply to any person if he proves that, at the time of the conduct referred to in Article 98(1) he had no intent to defraud the Company's creditors.

    • Article 99 - Falsification of Company's books

      When a Company is being wound up, Article 105 shall apply to an officer or shareholder or other person liable to contribute to the assets of the Company if he destroys, mutilates, alters or falsifies any books, papers or securities, or makes or has actual or constructive knowledge of the making of any false or fraudulent entry in any register, book of account or document belonging to the Company with intent to defraud or deceive any person.

    • Article 100 - Material omissions from statement relating to Company's affairs

      When a Company is being wound up, whether by the QFC Court or voluntarily, Article 105 shall apply to any person, being a past or present officer of the Company, who makes any material omission in any statement relating to the Company's affairs with intent to defraud any person.

    • Article 101 - False representations to creditors

      (1) When a Company is being wound up, whether by the QFC Court or voluntarily, Article 105 shall apply to any person, being a past or present officer of the Company, who makes any false representation or commits any other fraud for the purpose of obtaining the consent of the Company's creditors or any of them to an agreement with reference to the Company's affairs or to the winding up.
      (2) A person of the kind specified in Article 101(1) is deemed to have made such false representation if, prior to the winding up, he has made any false representation, or committed any other fraud, for that purpose.

    • Article 102 - Fraudulent trading

      If in the course of the winding up of a Company it appears that any business of the Company has been carried on with intent to defraud creditors of the Company or creditors of any other person, or for any fraudulent purpose, Article 105 shall apply to any persons who were knowingly parties to the carrying on of the business in the manner mentioned above.

    • Article 103 - Wrongful trading

      If in the course of the winding up of a Company it appears that the Company has gone into insolvent Liquidation and at some time before the commencement of the winding up of the Company one or more directors of the Company knew or ought to have known of that there was no reasonable prospect of the Company avoiding going into insolvent Liquidation, Article 105 shall apply to such person.

    • Article 104 - Shadow Directors

      The reference in Articles 97, 98, 99, 100, 101, 102 and 103 to officers of a Company include a reference to Shadow Directors.

    • Article 105 - Summary remedy against delinquent directors, Liquidators, etc

      The QFC Court may, on application by a Liquidator in relation to any conduct referred to in Articles 97 to 103, make any orders as the QFC Court sees fit in relation to a person to whom this Article 105 applies, including one or more of the following orders:

      (1) an order to return or pay to the Company any money or other property of the Company which he has misapplied or retained, or become accountable for;
      (2) an order to compensate the Company in respect of any misfeasance or breach of any fiduciary or other duty in relation to the Company;
      (3) an order to make such contributions (if any) to the Company's assets as the QFC Court thinks proper; or
      (4) an order requiring the person to do, or not to do, any act or thing.

    • Article 106 - Restriction on re-use of Company names

      (1) Where a Company (the "Liquidating Company") has gone into insolvent Liquidation and a person was a director or Shadow Director of that Company at any time in the period of 12 months ending with the day before it went into Liquidation, that person may not, except with the leave of the QFC Court, within the period of five years following the Liquidation of the Liquidating Company, be a director of or have any connection with any Company whose name is a name by which the Liquidating Company was known at any time in that period of 12 months, or whose name is so similar to the name of the Liquidating Company as to suggest an association with that Company.
      (2) A person who fails to comply with Article 106(1) commits a contravention and is liable to a financial penalty.
      (3) A person is personally responsible for all the relevant debts of a Company if at any time he is involved in the management of the Company in contravention of Article 106(1).

    • Article 107 - Mutual credit and set-off

      (1) Subject to Article 107(5) this Article applies where, before the Company goes into Liquidation, there have been mutual credits, mutual debts or other mutual dealings between the Company and any creditor of the Company proving or claiming to prove for a debt in the Liquidation.
      (2) An account shall be taken of what is due from each party to the other in respect of the mutual dealings, and the sums due from one party shall be set off against the sums due from the other.
      (3) Sums due from the Company to another party shall not be taken into account under Article 107(2) if:
      (A) that other party had notice at the time they became due that a meeting of creditors had been summoned under Article 71 or (as the case may be) an application for the winding up of the Company was pending;
      (B) the Liquidation was immediately preceded by an administration and the sums became due during the administration; or
      (C) the Liquidation was immediately preceded by an administration and the other party had notice at the time that the sums became due that:
      (i) an application for an Administration Order was pending; or
      (ii) any person had given notice of intention to appoint an Administrator.
      (4) Only the balance (if any) of the account is provable in the Liquidation. Alternatively (as the case may be) the amount shall be paid to the Liquidator as part of the assets.
      (5) Where, before the Company goes into Liquidation, contractual set-off or netting arrangements have been entered into between the Company and any creditor of the Company, those arrangements shall apply in preference to the provisions of Article 107(1) to (4), except where such set-off or netting arrangements would be considered transactions at an undervalue under Article 142 or preferences under Article 143.

    • Article 108 - Remuneration of Liquidators

      The remuneration of a Liquidator shall be fixed in accordance with the provisions which apply to the remuneration of an officeholder under Part 5.

    • Article 109 - Company Arrangement in Liquidation

      (1) If the Liquidator of a Company proposes an Arrangement in the course of being wound up, the QFC Court may do one or both of the following, namely:
      (A) by order stay all proceedings in the winding up; and/or
      (B) give such directions with respect to the conduct of the winding up as it thinks appropriate for facilitating the Arrangement.
      (2) The procedure for approving and implementing an Arrangement under this Article 109 shall be the same, with the necessary modifications, as that in administration under Articles 51 to 55.

    • Article 109A - Release of Liquidators

      (1) A person who has ceased to be a Liquidator in a winding up by the QFC Court by reason of his resignation, removal or vacation of office has his release at such time and upon such conditions as the QFC Court may determine.
      (2) Where a person has his release under this section, he is, subject to Article 141A (Misfeasance), with effect from the time specified above, discharged from all liability both in respect of acts or omissions of his in the winding up and otherwise in relation to his conduct as Liquidator.