公司法和商法(雙語)講義第23章corporateandbusinesslawchapter23-資料下載頁
2025-06-16 02:44本頁面
【正文】 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 going into insolvent liquidation and did not take every step with a view to minimising the potential loss to the pany’s creditors he may be ordered by the court to contribute to the pany’s assets.(b) The liquidator can apply to the court to avoid:(i) transactions at an undervalue (2 years)(ii) preferences (6 months, 2 years if connected).(iii) floating charges created in last 12 months if pany insolvent at time。 or no new consideration given. Distribution of assets Order of payment (i) Cost of winding up – cost of realising assets, liquidator’s remuneration, cost of making statement of affairs, expenses of mittee of inspection.(ii) Fixed charges.(iii) Preferential debts.(iv) Floating charges.(v) Unsecured ordinary creditors. These creditors will also share in a proportion of the net assets secured by floating charge if it was created on or after .(vi) Deferred debts (. declared dividends).(vii) Shareholders.24
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