公司法和商法(雙語(yǔ))講義第23章corporateandbusinesslawchapter23-wenkub
2023-07-01 02:44:16 本頁(yè)面
【正文】 al proceedings can only be menced or continued with the court39。s permission.Administrators proposals and powers (a) The administrator should:(i) Establish the state of the pany’s affairs by obtaining a statement of affairs.(ii) Prepare proposals to achieve the aim of administration.(b) A creditors meeting must be called within 10 weeks of administrators appointment.(c) The meeting will(i) accept。(ii) members voluntary winding up be remended to the members。(iv) director to chair the creditors meeting appointed。 (ii) Notice must be sent by post to creditors. It must also be placed in the London Gazette and two local newspapers.(d) At the creditors’ meeting the directors must produce:(i) A full statement of the pany’s affairs(ii) A list of creditors together with the estimated amount of the claims.Creditors and members nominate a liquidator。s Distribution winding up powers of assetsEffect of windingup (a) All actions for recovery of debt against the pany are stopped. (Action in tort will continue.)(b) The pany will cease to carry on business except where it is necessary for the beneficial windingup of the pany.(c) Directors continue in office but are stripped of power.(d) Employees automatically made redundant but can be reemployed.The liquidator’s powers (a) Selling the assetsThe Liquidator may call in amounts due from contributories and/or directors in some circumstances: (i) Secret profits ., made by directors from their position Regal Hastings v. Gulliver. (ii) (IA) Misfeasance: He can recover money improperly retained by promoters, directors, managers or officers of the pany.(iii) (IA) Fraudulent trading: Where a business has been carried on with intent to defraud creditors in a winding up.(iv) (IA) Wrongful Trading: Where a director of the pany knew or ought to have concluded that there was no reasonable prospect that the pany would avoid goi
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