Companies Rules

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MADE under the Companies Act (Chapter 146) and continued in force by Section 440(3) of the Companies Act 1997.

“the Act” means the Companies Act 1997 and the regulations made under that Act;

“lawyer”, in relation to any party to proceedings under these Rules, includes any lawyer acting as agent for the lawyer in the proceedings;

“the list of contributories”, in relation to a company, means the list settled and certified under Section 85;

“the Registrar” means the Registrar or a Deputy Registrar of the National Court;

(2) Subject to Subsection (1), except where the contrary intention appears, words and expressions used in these Rules have the same respective meanings as in the Act.

Subject to the Companies Act 1997 and these Rules, the Rules of Court of the National Court and the general practice of that Court, including the course of procedure and practice in chambers, apply in relation to proceedings to which these Rules relate as far as is practicable.

Every petition, notice of motion and summons and all notices, affidavits and other documents in any proceedings under the Act shall be entitled “In the National Court of Papua New Guinea, in the matter of the Companies Act 1997, and in the matter of ...” (the company to which the proceeding relates) with the addition of the words “in liquidation” where the company is in liquidation.

No matter that is authorized by or under these Rules to be heard and determined by the Registrar may be brought before the Court or a Judge except–

If any matter brought before the Registrar appears to him proper for the decision of a Judge, the Registrar may, and when required by any party shall, refer the matter to a Judge, and the Judge may dispose of the matter or refer it back to the Registrar with such directions as he thinks proper.

(1) A person affected by an order or decision of the Registrar may appeal to a Judge in chambers.

(2) An appeal shall be by written notice to attend before the Judge, without fresh summons, within five days after the decision complained of or such further time as is allowed by a Judge or the Registrar.

(3) Unless otherwise ordered, there must be at least one clear day between service of the notice of appeal and the day of hearing.

(4) An appeal from the decision of the Registrar does not operate as a stay of proceedings unless so ordered by a Judge or the Registrar.

(5) The appeal shall be by a rehearing de novo of the application but each party, subject to any proper objections to admissibility, may rely on any affidavit used before the Registrar and on any evidence given orally before him, but if any other party desires the production of the deponent or witness for examination before the Judge the affidavit or oral evidence may not be relied on without production of the deponent or witness, except by leave of the Judge.

All proceedings under the Act or these Rules shall be attached to the office of the Registrar.

All petitions, notices of motion, summonses, affidavits, orders, certificates, proofs of debts, notices, depositions, bills of costs and other documents in proceedings under the Act or under these Rules shall be filed within the time fixed by these Rules, and where no time is expressly fixed they shall be filed before the hearing of the application to which they relate commences unless the Court, Judge or Registrar otherwise permits.

A petition, notice of motion and summons to which these Rules relate shall be prepared by the applicant or his lawyer.

(1) Subject to any order to the contrary, a petition, notice of motion and summons shall be served on every person against whom any order or other relief is sought, but the Court or a Judge may at any time–

(a) direct that service be effected or notice of proceedings given to any person who may be affected by the order or other relief sought; and

(2) A document referred to as an exhibit in an affidavit must be made available for inspection by any person on whom service of the affidavit is required.

(a) a notice, summons or other document (except where personal service is required) is sufficiently served if left at, or sent by pre-paid post to, the last-known address of the person to be served or the address (if any) at which that person has authorized service on him to be effected, and the notice, summons or document, if so sent by pre-paid post, shall be deemed to have been served at the time that it ought to be delivered in the ordinary course of post and notwithstanding it is returned by the postal authorities; and

(b) no service is invalid by reason of the fact that the name or any of the names other than the surname (if any) of the person to be served has been omitted from the document containing the person’s name if the Court is satisfied that in other respects the service of the document has been sufficient; and

(c) when the lawyer for a party to be served accepts service of a document on behalf of that party and endorses the original or a copy of it to that effect that service is sufficient.

(a) all matters that are required to be gazetted shall be published once in the National Gazette; and

(b) all matters that are required to be advertised shall be published once in a newspaper published in and circulated throughout the country not less frequency than once a week; and

the matter must be re-gazetted or re-advertised with the necessary amendments and alterations.

(3) Unless otherwise expressly provided in these Rules or expressly ordered, where any matter is gazetted or advertised for or in connection with any proceedings under the Act or these Rules–

(a) a memorandum referring to and giving the date of the gazettal or advertisement, signed by the person responsible for the gazettal or advertisement or his lawyer, shall be filed–

(i) if the advertisement relates to proceedings for or in connection with a winding-up by the Court–by the liquidator; or

(ii) in any other case–by the party responsible for publishing the advertisement; and

(b) in the case of an advertisement for or in connection with a winding-up by the Court, a copy of the National Gazette or newspaper in which the advertisement appeared shall be delivered to the liquidator by the party responsible for publishing the advertisement; and

(c) a memorandum under Paragraph (a) is prima facie evidence that the advertisement to which it refers was published in the National Gazette or in the issue of the newspaper mentioned in it.

(1) Where an order is made for the convening of a meeting to consider a resolution, the party obtaining the order or his lawyer shall, after the meeting has been held, attend before the Registrar on a day to be appointed by the Registrar.

(b) the resolution was duly passed at the meeting in accordance with the terms of the order under which it was held.

(a) whether the meeting was duly convened and the resolution was duly passed; and

(b) if in his opinion any irregularities occurred in the convening of the meeting or in the passing of the resolution, the nature and extent of the irregularities.

(4) No order based on any such resolution shall be made by the Court or a Judge until a certificate of the Registrar under Subsection (3) has been filed.

Subject to these Rules, where a provision of these Rules is specified in the first column of Schedule 1 the form in Schedule 2 that is specified in the third column of Schedule 1 in relation to the provision is the form to be used for the purposes of the provision in relation to the matter or thing described in the second column of Schedule 1 in reference to it.

Applications under the following provisions of the Act shall be made by petition, and shall be heard and determined in open court:–

(b) Section 186 (application by the Attorney-General for the winding-up of a company or a foreign company after a report has been presented by an inspector appointed under Division VII.4); and

(1) Presentation of a petition shall be effected by filing the petition in the Registry.

(2) The date and time of the presentation shall be endorsed on the petition by the Registrar.

(3) Except in the case of a petition to confirm a reduction of capital, the Registrar, on the presentation of the petition, shall appoint a time and place for the hearing.

(b) where the petition is presented by a corporation–by a director, secretary or other principal officer of the corporation,

and shall be filed with the petition, and the affidavit is prima facie evidence of the statements in the petition.

(3) When a petition is required to be served, a copy of the verifying affidavit shall be served with the petition.

When a time has been appointed for the hearing of the petition, notice of the time and place appointed for hearing the petition shall be written on the petition and on the copies of it by the officer of the Court authorized by these Rules to fix the time and place for the hearing, and that officer may at any time before the petition has been advertised alter the time appointed and fix another time.

(1) A petition shall, unless presented by the company, be served on the company.

(2) If there is no registered office, the petition may be served on the company–

(a) at the principal or last-known principal place of business of the company–

(i) by leaving a copy with any member, officer or servant of the company there; or

(ii) if no such member, officer or servant can be found there–by leaving a copy at the principal or last-known principal place of business; or

(b) by serving it on such member, officer or servant of the company as the Court directs.

(3) Where a petition in relation to a company in the course of being wound up is presented by a person other than the liquidator of the company, the petition shall be served personally on the liquidator.

Each member or creditor of the company is entitled to be furnished by the petitioner or his lawyer with a copy of the petition within 48 hours after requiring it, on payment at the rate of 14t per folio of the copy.

(1) A person who intends to appear on the hearing of a petition shall serve on the petitioner or his lawyer notice of his intention.

(c) be served, or (if sent by post) posted in such time as in the ordinary course of post to reach the address of the petitioner as shown in the petition–

(i) not later than 4 p.m. of the day before the day appointed for the hearing of the petition; or

(ii) if that day be a Monday, or a Tuesday following a public holiday, not later than 4 p.m. of the Friday before that day.

(3) A person who has failed to comply with this section shall not be allowed to appear on the hearing of the petition without the special leave of the Court.

(1) The petitioner or his lawyer shall prepare a list of the names and addresses of the persons who have given notice of their intention to appear on the hearing of the petition and of their respective lawyers.

(2) On the day appointed for hearing the petition, a copy of the list referred to in Subsection (1), or if no notice of intention to appear has been given a statement to that effect, shall be filed by the petitioner or his lawyer, before the hearing of the petition.

(1) Affidavits in opposition to a petition shall be filed and a copy of them served on the petitioner or his lawyer at least seven clear days before the time appointed for the hearing of the petition.

(2) Any affidavit in reply to an affidavit filed in opposition to a petition (including a further affidavit in support of any of the facts alleged in the petition) shall be filed within three days after the date of service on the petitioner of the affidavit in opposition, and a copy of the affidavit in reply shall be served on the petitioner or his lawyer without delay.

(1) Where a petitioner is not entitled to present a petition or, whether he is so entitled or not, where he–

(a) fails to take all the steps prescribed by these Rules preliminary to the hearing of the petition; or

(b) consents to withdraw his petition or to allow it to be dismissed or the hearing to be adjourned; or

(c) fails to appear in support of his petition when it is called on in court on the day originally fixed for the hearing or any day to which the hearing has been adjourned, or appears and does not apply for an order in the terms of the prayer of his petition,

the Court, on such terms as it thinks just, may substitute as petitioner any person who, in the opinion of the Court, would have a right to present the petition and who wishes to proceed with the petition.

(2) Where a petitioner fails to advertise his petition within the time prescribed by or under these Rules or consents to withdraw his petition, an order to substitute a petitioner may be made by the Registrar at any time before the date fixed for the hearing.

This Part applies only to a petition by a company to the Court for the confirmation of a resolution to reduce its share capital.

After the petition has been presented, an application for directions as to the proceedings to be taken and the inquiry to be made shall be made without delay by summons returnable before the Registrar.

On the hearing of the summons or on any adjourned hearing or hearings of the summons or any subsequent application, the Registrar may make such orders and such directions as he thinks proper as to all proceedings to be taken, and more particularly–

(a) directing the petition to be heard by the Court on a date and place to be fixed by the Registrar; or

(b) directing that, having regard to any special circumstances, all or any of the provisions of Section 66(2) of the Act shall not apply as regards any specified class of creditors; or

(d) where the settlement of a list of creditors is ordered, fixing the date with reference to which the list of creditors is to be made out and generally fixing a time for and giving directions as to all other necessary or proper steps in the matter, whether expressly mentioned in the succeeding provisions of these Rules or not

(1) Within seven days after the date with reference to which the list of creditors is to be made out or within such other time as the Registrar orders, the company shall file an affidavit made by some officer or officers of the company competent to make it verifying a list containing, as far as possible, the names and addresses of the creditors of the company to whom the inquiry extends.

(2) The list shall also contain the amounts due to the creditors named in it in respect of any debts, claims or liabilities to which the inquiry extends, or in the case of any such debt payable on a contingency or not ascertained, or of any such claim or liability, the value as far as can be justly estimated of the debt, claim or liability.

(4) The person making the affidavit shall state in it his belief that the list verified by the affidavit is correct and that there was not at the date with reference to which the list of creditors is to be made out any debt, claim or liability that, if that date were the commencement of the winding-up of the company, would be admissible in proof against the company except–

Copies of the list containing the names and addresses of the creditors and the total amount due to them (including the value of any debts, claims or liabilities estimated in accordance with Section 27 but omitting the amounts due to them respectively), or if the Registrar so directs complete copies of the list, shall be kept at the registered office of the company and at the office of the lawyer to the company, and any person wishing to inspect the list may at any time during the ordinary hours of business inspect and take extracts from the list on payment of the sum of 20t.

(1) Within seven days after the filing of the affidavit under Section 27, or at such other time and in such manner as the Registrar orders, the company shall gazette and advertise notice of the presentation of the petition.

(c) the time fixed by the Registrar within which creditors of the company, who are not in, but are entitled to be entered in, the list and wish to be entered in it, must send to the company or its lawyer–

(ii) the particulars of their debts or claims or the liabilities of the company to them; and

(3) The company shall send to each creditor whose name is entered in the list a notice stating–

(c) the amount or estimated value of the debt or the contingent debt, or of the claim or liability, (or both) for which the creditor is entered in the list; and

(d) the time fixed by the Registrar within which, if he claims to be entitled to be entered in the list as a creditor for a larger amount, he must send to the lawyer for the company–

(ii) the particulars of his debt or claim or the liability of the company to him; and

(1) After the time fixed to send in particulars of his claim, no claim by any person to be a creditor, or to be a creditor for an amount larger than that for which he is entered on the list, shall be received without special leave by the Registrar and on such terms and conditions as to costs and otherwise as the Registrar thinks proper.

(2) On an application for special leave under Subsection (1), the summons shall be served on the company, and shall be supported by an affidavit setting out the facts on which the creditor relies.

(1) Within seven days after the expiration of the time fixed by the Registrar for creditors to send in particulars of their claims or within such other time as the Registrar directs, the company shall file with the Registrar an affidavit made by the company’s lawyer stating the results of the notices gazetted, advertised or sent under Section 29 and verifying a list (to be filed with the affidavit) containing–

(a) the names, in alphabetical order, and addresses of the persons who have sent in the particulars of their debts or claims or the liabilities of the company to them in pursuance of the respective notices; and

(2) Some competent officer or officers of the company shall join in the affidavit and shall in the list distinguish which (if any) of the debts claims and liabilities–

(3) The company shall, at the same time, file with the Registrar the following lists of creditors made out in alphabetical order and showing the address of each creditor and the amount or estimated amount of the debt, claim or liability for which each is entered in the list kept under Section 28 or filed under Subsection (1):–

(a) a list of all creditors who have been paid or who have consented to the proposed reduction of the company’s capital, verified by an affidavit made by some competent officer or officers of the company exhibiting the receipts, and, where necessary, the invoices showing the payments made, and in the case of each consenting creditor a written consent signed–

(b) a list of all creditors whose debts or claims the company does not admit at their full amounts but is willing to appropriate in such manner as the Registrar directs.

(a) the company has filed a list of creditors consenting to the proposed reduction or of creditors whose debts or claims, or the liabilities of the company to whom, the company is willing to appropriate as the Registrar directs; or

(b) any debt, claim or liability, the particulars of which have been sent in in accordance with the preceding provisions of this Part, has not been admitted by the company at its full amount or estimated amount and the company is not willing to appropriate its full amount as the Registrar directs; or

the company shall without delay apply ex parte to the Registrar for directions.

(a) order that the affidavit verifying the consent is sufficient proof of the consent, or may require any further proof; and

(b) give such directions as he thinks proper for securing, in accordance with Section 66(2) of the Act, the payment of the debt or claim of, or the discharge of the liability of the company to, any creditor who does not consent to the proposed reduction,

and for that purpose may require such evidence and give such directions as are necessary and may give such further or other directions as appear to him desirable.

(a) the company contends that a person is not entitled to be entered in the list of creditors in respect of any debt, claim or liability, whether admitted or not; or

(b) any debt, claim or liability the particulars of which have been sent in are not admitted by the company at its full amount or estimated amount,

then unless the company is willing to appropriate in such manner as the Registrar directs the full amount of the debt, claim or liability the company shall, if the Registrar so directs, serve on the creditor a notice that he is required–

(d) to come in and prove the debt, claim or liability or such part of it as is not admitted by the company,

as the case may be, by a day and time specified in the notice, being a day not less than four clear days after the notice, and being the time appointed by the Registrar for adjudication on the titles, debts, claims and liabilities.

A creditor who has received notice that he is required to come in and prove his title shall file an affidavit verifying his debt or claim or the liability of the company to him, and shall on the day fixed appear before the Registrar and there produce all deeds and documents necessary to prove his debt or substantiate the claim or liability.

The Registrar may adjourn the hearing of the proofs of debts, claims and liabilities as often as he thinks proper, and may on the hearing or any adjourned hearing–

(b) require such further particulars, information or evidence relating to the claims,

as he thinks proper, and may hear evidence and disallow any claim or any part of a claim or fix the amount at which any debt, claim or liability is to be allowed.

(1) A creditor who has come in and established his debt or claim or the liability of the company to him is entitled to costs unless the Registrar is of opinion that in the circumstances costs ought not be allowed.

(2) The Registrar shall fix the costs unless he thinks fit to direct them to be taxed, and the amount of the costs so fixed or taxed shall be added to the debt, claim or liability so established.

On the application of a creditor appearing on any list as having consented to the proposed reduction of the company’s capital, the Registrar may before, or the Court may on, the hearing of the petition–

(a) if he or it is satisfied that the creditor has not consented or that the circumstances of his consent were such as to make it proper to do so, order that the creditor be at liberty to appear on the hearing of the petition and oppose the proposed reduction of capital; and

(b) for that purpose, direct any investigation, and require such particulars or information or hear such evidence as he or it thinks fit to require.

(1) The result of the settlement of the list of creditors shall be stated in a certificate to be settled and signed by the Registrar and filed without delay.

(a) the debts, claims or liabilities admitted at their full amount by the company; and

(b) the debts, claims or liabilities the full amount of which the company is willing to appropriate; and

(c) the names of the creditors who have come in under Section 33 and sought to establish their title to be entered in the list of creditors, distinguishing–

(i) those whose debts or claims, or the liabilities of the company to whom, have been disallowed by the Registrar; and

(ii) those the amounts of whose debts or claims, or the liabilities of the company to whom, have been fixed by the Registrar,

(d) the debts, claims or liabilities the full amount of which the company does not admit or is not willing to appropriate, or such as have been disallowed or the amounts of which have not been fixed by the Registrar; and

(e) the names of the creditors appearing on the list filed by the company as consenting to the proposed reduction of capital and the total amount of the debts due to them; and

(f) the total amount of the debts or claims the payment of which has been secured as provided by Section 66(2) of the Act and the persons to or by whom they are due or claimed.

(3) No reference need be made in the certificate to any debts, claims or liabilities to which the inquiry does not extend.

(1) Where a list of creditors has been settled the Registrar shall on settling and signing his certificate fix the time and place for the hearing of the petition, which time shall not be less than 14 days after the filing of his certificate.

(2) When a time is fixed under Subsection (1), the company shall, not less than five days before the day so fixed, gazette and advertise a notice, in the prescribed form, of the day fixed for the hearing.

(1) A person appearing on the Registrar’s certificate to be a creditor of the company who has not consented to the proposed reduction of capital and whose debt or claim, or the liability of the company to whom, has not been secured in full may appear on the hearing of the petition and oppose the application unless–

(a) the company is willing to appropriate his debt or claim, or the liability of the company to him, in such manner as the Court directs; or

(b) his debt or claim, or the liability of the company to him, has been discharged or determined.

(2) A dissenting creditor who appears at the hearing of an application under Section 66 of the Act is entitled to costs unless the Court is of the opinion that in the circumstances his costs are not to be allowed.

(1) The Court may adjourn the hearing of the petition from time to time as it thinks fit.

(2) On the hearing of the petition, the Court may give such directions as it thinks proper for securing, in accordance with Section 66(2) of the Act, the payment of the debts or claims of any creditors who do not consent to the proposed reduction, and for that or any other purpose may require such evidence and give such further directions as are necessary.

An order confirming a reduction shall show the particulars required to be shown by Section 66(5) of the Act, and shall contain directions–

(a) as to the time within which an office copy of the order shall be lodged with the Registrar of Companies; and

(b) as to the manner and mode in which notice of the order is to be gazetted and advertised after the office copy of the order has been lodged with the Registrar of Companies.

PART IV. – WINDING-UP BY THE COURT AND APPLICATIONS UNDER SECTION 186 OF THE ACT.

This Part applies only to petitions for winding-up and petitions under Section 186 of the Act.

(1) A petition shall be gazetted and advertised not less than 14 days before the hearing.

and shall contain a note at its foot stating that any person who intends to appear at the hearing of the petition, either to oppose or support, must send notice of his intention to the petitioner or to his lawyer within the time and in the manner specified in Section 20.

(3) An advertisement of a petition that does not contain a note required by Subsection (2) shall be deemed to be irregular.

(1) On the application of the petitioner, the Registrar shall nominate in writing the official liquidator who is entitled to be appointed as liquidator if an order for the winding-up of the company is made by the Court.

(3) Before the hearing of the petition the petitioner or his lawyer shall obtain and file the written consent of the official liquidator nominated by the Registrar.

(1) After a petition has been presented, the petitioner or his lawyer shall, on a day appointed by the Registrar, attend before the Registrar and satisfy him that–

(b) the prescribed affidavit verifying the statements in the petition and the affidavit of service (if any) have been duly filed; and

(d) the provisions of these Rules as to petitions have been duly complied with by the petitioner,

and a certificate under the hand of the Registrar is evidence that the provisions of this section have been complied with.

(2) No order other than an order for the dismissal or adjournment of the petition shall be made on the petition of a petitioner who has not, before the hearing of the petition, attended before the Registrar at the time appointed and satisfied him as required by this section.

(1) Where an order is made for the winding-up of a company, the petitioner shall inform the liquidator without delay, and shall, within 14 days of the pronouncement of the order–

(2) The copy of the winding-up order required by Section 247(2) of the Act to be served on the secretary or manager of the company may be served either personally or by pre-paid post addressed to the secretary or manager at the registered office of the company (if any), or if there is no such registered office at its principal or last-known place of business.

(3) Unless the Court otherwise directs, an order for the winding-up of a company by the Court shall contain at its foot a note stating that it is the duty of such of the persons who are liable to make out, or concur in making out, the company’s statement of affairs as the liquidator requires to attend on the liquidator at such time and place as he appoints and give him all the information that he may require.

(1) At any time after the presentation of a petition, on application by a creditor or contributory or by the company and on proof by affidavit of sufficient grounds for the appointment of a provisional liquidator, the Court may make the appointment on such terms as the Court thinks just or necessary.

(2) An order appointing a provisional liquidator shall state the nature and give a short description of the property of which the provisional liquidator is ordered to take possession, and the duties to be performed by him.

(3) On the pronouncement of the order the party obtaining the order shall without delay file a notice of the making of the order with the Registrar of Companies, and cause the notice to be gazetted and advertised.

(4) Unless the Court otherwise orders, the expense of complying with Subsection (3) is a charge on the assets of the company.

(5) Within seven days after the order is issued the party obtaining the order shall file with the Registrar of Companies an office copy of the order and serve a copy of it on the company and on any other person on whom the Court directs service to be made.

(6) On the completion of his term of office, a provisional liquidator is, on accounting to the liquidator (if any), entitled to be paid out of the property of the company all costs, charges and expenses properly incurred by him and such remuneration as is authorized by the order appointing him or any subsequent order, and may retain out of the property the amount of such costs, charges, expenses and remuneration.

Applications under the following provisions of the Act shall be made by motion, and shall be heard and determined in open court:–

(d) Section 64 (application to validate the issue or allotment of shares invalidly issued or created or to confirm the terms of issue or allotment of such shares); and

(e) Section 67 (application to set aside a proposed variation or abrogation of rights attached to shares); and

(f) Section 91(5) (application by trustee or representative to confirm, set aside or vary a direction of the interest holders); and

(g) Section 97(4) (application to confirm resolution to wind up scheme relating to interests other than shares or debentures); and

(h) Section 125 (application by an undischarged bankrupt for leave to act in the management of a corporation); and

(i) Section 142 (application by certain convicted persons for leave to engage in the management of a company); and

(j) Section 181(5) (application for Court to inquire into case of offending officer or agent); and

(k) Section 184(10) (application for Court to inquire into case of offending officer or agent); and

(m) Section 249(1) (application to remove liquidator appointed by the Court); and

(p) Section 284 (application for leave to wind up voluntarily when a petition for winding-up by the Court has been presented); and

(q) Section 286(2) (application to remove a liquidator and appoint another in his place); and

(r) Section 397(2) (application for relief in respect of any default or breach of trust); and

(s) Section 401 (application for assessment of damages against delinquent officers).

(1) A notice of motion shall state the nature and the grounds of the application.

(2) Where a notice of motion is required by these Rules to be served, the notice shall be served not less than two clear days before the day named in the notice for hearing the motion.

(3) Every motion shall be supported by an affidavit, and a copy of any affidavit in support of the motion shall be served on the respondent.

(1) Applications under the following provisions of the Act shall be made by summons, and shall be heard and determined by a Judge in chambers:–

(e) Section 80(1) (application for direction that security for certain debentures be enforceable); and

(f) Section 81(3) or (4) (application for order for directions as to protection of interests of debenture holders); and

(g) Section 82(1) (application by trustee for debenture holders for directions or to determine questions); and

(h) Section 104(4) (applications for order for delivery up of documents to company); and

(i) Section 115 (application to extend time for filing charges and to rectify register of charges); and

(j) Section 147(1) (application for order that a meeting be called other than in accordance with the articles or the Act); and

(l) Section 162 (application for order on default in relation to production of register of members); and

(n) Section 169(5) (application for order that company records be available for inspection); and

(o) Section 192 (application for order for meetings in relation to a compromise or arrangement); and

(p) Section 192(3), (4) and (10) (application to sanction compromise or arrangement with creditors or members or to restrain proceedings against the company); and

(q) Section 194 (application for order facilitating compromise or arrangement); and

(r) Section 196 (application for order as to acquisition of shares of dissenting share-holders); and

(s) Section 197(4) (application for leave to make alteration to memorandum or articles inconsistent with a court order); and

(t) Section 213(5) or 220 (application to determine appointment as official manager); and

(u) Section 218 (application to proceed or stay proceedings when company under official management); and

(v) Section 222(6) (application for appointment of liquidator nominated by company); and

(w) Section 224(4) (application for leave to dispose of company’s assets); and

(y) Section 227 (application to determine all proceedings relating to official management); and

(z) Section 228(1) (application to Court for variation or cancellation of resolution appointing official manager); and

(zc) Section 241 (application for order that proceedings be deemed not validly taken); and

(zd) Section 245(1) (application to validate disposition of property after commencement of Court winding-up); and

(zf) Sections 256 and 257 (applications with respect to release or resignation of liquidator); and

(zg) Section 263(1) (application for direction that property be delivered to liquidator); and

(zh) Section 263(2) (application to direct payment of money due from a contributory); and

(zi) Section 263(3) and (4) (application for order for calls and payment of calls); and

(zj) Section 265(3) (application for order as to priorities in payment of costs, charges and expenses in a winding-up); and

(zl) Section 268 (application for order summoning persons for public examination); and

(zm) Section 270 (application for order for arrest of absconding contributory); and

(zo) Section 282 (application for direction that company property be delivered to liquidator); and

(zp) Section 290(4) (application to sanction resolution transferring company’s business or property where company later wound up by Court); and

(zr) Section 290(7) (application for approval of exercise of certain powers by liquidator in creditors’ voluntary winding-up); and

(zs) Section 293(3) (application for settlement of dispute as to value in an arrangement with creditors); and

(zu) Section 294 (application for determination of a question or for exercise by Court of powers in a voluntary winding-up); and

(zv) Section 297 (application relating to the control and conduct of a liquidator in a winding-up); and

(zw) Section 299 (application for order in respect of decision of the liquidator); and

(zx) Section 310(9) (application for order as to distribution of assets where there have been indemnifying creditors); and

(zy) Section 315(2) (application to set aside rights of liquidator in favour of an executing or attaching creditor); and

(zz) Section 316(4) (application to set aside rights of liquidator where Sheriff executing judgement on behalf of a creditor); and

(zza) Section 317(1) (application for reference to the Attorney-General of question of prosecution of delinquent officer or member); and

(zzb) Section 317(4) (application for order conferring power to investigate the affairs of the company); and

(zzc) Section 317(5) (application to approve liquidator proceeding against delinquent officer or member); and

(zzd) Section 317(6) (application to direct liquidator to report delinquent officer or member); and

(zze) Section 317(9) (application to direct that persons concerned in company’s affairs assist prosecution); and

(zzg) Section 319(6) (application for order that name of a company be restored to the register); and

(zzh) Section 364(6) (application for direction as to disposal of net assets in the country of a foreign company); and

(zzi) Section 398(4) (application with respect to enlargement or abridgement of time); and

(zzk) Section 402 (application for authority to inspect or to require production of books of a company); and

(zzl) Section 406 (application for order that document be made available for inspection).

(2) An application under Subsection (1)(zk), (zl), (zm), (zq), (zv), (zzc), (zzg), or (zzl) may be made ex parte, and an application under Subsection (1)(zz) shall be made on notice to the Sheriff, who is entitled to be heard on the application.

(3) An application under Subsection (1)(o) shall be supported by an affidavit exhibiting a copy of the proposed compromise or arrangement, which shall be filed.

(4) After the holding of a meeting ordered under Section 192(2) of the Act, the lawyer for the applicant shall attend before the Registrar on a day to be appointed by the Registrar, and the Registrar shall inquire whether–

(a) the meeting was duly summoned and held in the manner directed by the Court or Judge; and

(b) a compromise or arrangement was agreed to by the necessary majority of creditors or members,

(b) if in his opinion any irregularities occurred in the summoning of the meeting or in the proceedings of the meeting, the nature and extent of the irregularities.

(6) Application for the approval of a compromise or arrangement shall not be made until a certificate of the Registrar in accordance with this section has been obtained and filed.

(1) All applications required or authorized by the Act or these Rules (other than those referred to in Sections 14, 48 and 50) shall be made on summons, and shall be heard and determined by the Registrar who may exercise in respect of every such application any of the powers conferred on the Court or a Judge in relation to such application.

(2) With the consent of all parties, an application under Section 50 may be heard by the Registrar, but the failure of any party to seek or give consent does not prejudice his right to costs on a summons before a Judge.

(a) where the summons is required to be served, a copy of the affidavit shall be served with the summons; and

(b) an affidavit in support on an ex parte summons shall show the parties interested and their interests.

(2) On the hearing of the summons, the Judge or Registrar shall give such directions as he thinks proper, and in particular directions as to notices to be given to any of the parties interested, and may–

(b) if he thinks it proper in the circumstances to do so, adjourn into court the hearing or the further hearing of the summons.

(a) a liquidator desires to obtain directions as to any matter in relation to a winding-up; or

(b) an applicant in any proceedings under these Rules desires to obtain directions as to the proceedings to be taken in relation to the application,

he may take out a summons for directions and apply ex parte to the Registrar for directions in relation to the matter or proceedings.

(2) On an application for directions, the Registrar may adjourn the application and direct that notice by advertisement or otherwise of the application be given to such persons or classes of persons as he directs.

A report made by the liquidator under Section 252 of the Act shall state in narrative form the facts and matters that the liquidator is required or desires to bring to the notice of the Court and his opinion as required by that section.

(1) The reports under the following provisions of the Act to be made by the liquidator shall be made by being filed in the Registry:–

(2) A further report made under Section 252(2) of the Act is not open to the inspection of a creditor, contributory or other person, except the liquidator or his lawyer, unless the Court so directs.

(1) A further report under Section 252(2) of the Act shall be considered by the Judge in chambers on the application of the liquidator or the Registrar of Companies made by summons ex parte.

(3) The liquidator shall, personally or by his lawyer, attend on the consideration of the report and give to the Judge any further information or explanation with reference to the matters stated in the report that the Judge requires.

(1) An application to the Court to summon persons for examination under Sections 267 and 269 of the Act shall be made ex parte, and may be made by the liquidator or a creditor or contributory.

(2) If the application is made by a creditor or contributory, it shall be made by summons served on the liquidator and supported by affidavit.

(1) An application for an order for a public examination under Section 268 of the Act may be made ex parte by the liquidator or by the Registrar of Companies.

(2) If an application is made by the Registrar of Companies notice of it shall be given to the liquidator.

An application for an order for the examination of the liquidator or other person under Section 297 of the Act may be made ex parte by the Registrar of Companies or a creditor or contributory to a Judge in chambers, and shall be supported by affidavit.

The liquidator may attend in person or by a lawyer at any examination of a witness under Sections 267 and 269 of the Act, and he or his lawyer may take notes of the examination for his use, and put such questions to the persons examined as the Court allows.

(1) On an order being made under Section 268 of the Act directing a person to attend for public examination, the liquidator shall apply ex parte to the Registrar for the appointment of a day on which the public examination is to be held.

(2) The liquidator or his lawyer shall cause a notice of the day and place appointed under Subsection (1) for holding the public examination to be served on the person to be examined.

(1) The liquidator shall give notice of the public examination to the creditors and contributories by the gazettal and advertising of a notice of the time and place appointed for holding the examination.

(2) Where an adjournment of the public examination has been directed notice of the adjournment shall not, unless otherwise directed by the Court, be advertised or gazetted.

Where an order has been made for a private examination under Sections 267 and 269, or for a public examination under Section 268, of the Act–

(a) the examination shall be held either in chambers or before a Magistrate Grade IV, as the Judge in chambers directs, and in the case of an examination under Sections 267 and 269 of the Act the Judge may order that the examination be not held in open court and be not open to the public; and

(b) in the order for examination or in a subsequent order the Judge may give directions as to the matters on which any person is to be examined; and

(c) if a person examined before a Magistrate fails or refuses to answer to the satisfaction of the Magistrate any question that he allows to be put, the Magistrate may exercise, in respect of the failure or refusal, any powers that the Court might have exercised had the failure or refusal been made in an examination before the Court; and

(d) where on an examination held before a Magistrate he thinks that the examination is unnecessarily protracted, or for any other sufficient cause, he may adjourn the examination of any person so that it may be held before the Court.

(1) If the Court or person before whom any examination under the Act or these Rules is directed to be held thinks that a person, other than the person before whom an examination is taken, should be appointed to take down in shorthand or otherwise record the evidence of any person examined, the Court or person before whom the examination is taken may make the appointment.

(2) The person at whose instance the examination is taken shall nominate a person for the purpose of Subsection (1), and the person so nominated shall be appointed unless the Court or person holding the examination otherwise orders.

(3) A person appointed under Subsection (2) shall be paid either by the person at whose instance the appointment was made or out of the assets of the company, whichever is directed by the Court.

(1) The notes of the depositions of a person examined under Sections 267 and 269 of the Act or under an order of the Court, whether before the Court or before a person appointed to take the examination (other than the notes of the depositions of a person examined at a public examination under Section 268 of the Act), shall be filed but shall not be open to the inspection of any creditor, contributory or other person, except the liquidator or his lawyer, unless the Court so directs, and the Court may give such general or special directions as it thinks expedient as to the custody and inspection of the notes and the furnishing of copies of or extracts from them.

(2) After being signed as required by Section 268(7) of the Act, the notes of the depositions of a person examined under that section shall be filed, and shall be open to the inspection of the liquidator and of any creditor or contributory.

(a) a person who has been directed by the Court to attend for public examination fails to attend at the time and place appointed and no good cause is shown by him for the failure; or

(b) before the day appointed for the examination the liquidator satisfies the Court that any such person has absconded, or that there is reason for believing that he is about to abscond, with a view to avoiding examination,

the Court, on proof to its satisfaction that notice of the order and of the time and place appointed for attendance at the public examination was duly served, may without any further notice issue a warrant for the arrest of the person, or make such other order as the Court thinks just.

(1) Every order made by the Court on petition or motion shall be settled by the Registrar and issued from the office of the Registrar, unless the Judge making the order directs that no order need be drawn up.

(2) Where a direction is given that no order need be drawn up, the note or memorandum of the order signed or initialled by the Judge making the order is sufficient evidence of the order having been made.

(1) Subject to any direction co the contrary, every order shall be passed and entered without delay, and the petitioner or his lawyer, the applicant or his lawyer and all other persons who have appeared on the hearing of a petition or motion shall, not later than the day after the order is pronounced in Court, leave at the office of the Registrar all the documents required for the purpose of enabling the Registrar to settle the order without delay.

(2) It is not necessary for the Registrar to make an appointment to settle the order unless in any particular case the special circumstances make an appointment necessary.

Unless the Court otherwise directs, an order confirming the issue of shares at a discount shall contain a direction that an office copy of the order be delivered to the Registrar of Companies for registration within seven days from the date of the order, or within such time as the Court allows, and that the order not take effect until after the office copy has been so delivered.

PART X. – POWERS AND DUTIES OF LIQUIDATOR AND PROCEEDINGS IN WINDING-UP BY THE COURT.

(2) Judicial notice shall be taken of the appointment of any person as an official liquidator.

(1) Every person for the time being on the list of contributories of the company, and every person whose proof has been admitted, may at his own expense attend proceedings in relation to the winding-up of a company by the Court, and is entitled on payment of the costs of the notice to have notice of such of those proceedings as he requests in writing.

(2) If the Court is of the opinion that the attendance of any person referred to in Subsection (1) on any proceedings has occasioned additional costs that ought not be borne by the funds of the company, it may direct the costs or a gross sum in place of them to be paid by him, and he is not entitled to attend any further such proceedings until he has paid the costs

(3) The Court may appoint any one or more of the creditors or contributories to represent before the Court, at the expense of the company, all or any class of the creditors or contributories on any question or in relation to any proceedings before the Court, and may remove the person so appointed.

(4) If more than one person is appointed under Subsection (3) to represent one class of creditors or contributories, the persons appointed shall employ the same lawyer to represent them.

Where the attendance of the liquidator’s lawyer is required on any proceedings in court or chambers, the liquidator need not attend in person except where his presence is necessary or the Court directs him to attend.

(1) A person who has been required under Section 251 of the Act by the liquidator to submit and verify a statement as to the affairs of the company shall be furnished by the liquidator with forms and instructions for the preparation of the statement.

(2) The liquidator may from time to time hold personal interviews with any person referred to in Section 251(2) of the Act for the purpose of investigating the company’s affairs, and every such person shall attend at such time and place as the liquidator appoints and shall give to the liquidator all information that he requires.

(3) When any person requires an extension of time for submitting the statement of affairs, he shall apply to the liquidator who may, for special reasons, give a written certificate extending the time, which shall be filed with the proceedings in the winding-up and makes an application to the Court unnecessary.

(4) After the statement of affairs of a company has been submitted to the liquidator, each person who has made or concurred in making the statement shall attend (if required) and answer all questions put to him by the liquidator, and shall give all further information required of him in relation to the statement of affairs.

(5) Any default in complying with the requirements of Section 251 of the Act shall be reported by the liquidator to the Court.

Before incurring any costs or expenses in and about the preparation and making of the statement, a person who is required to make or concur in making any statement of affairs of a company shall apply to the liquidator for his sanction and submit a statement of the estimated costs and expenses that it is intended to incur, and except by order of the Court no person shall be allowed, out of the assets of the company, any such costs or expenses that have not been sanctioned by the liquidator before being incurred.

(1) Unless otherwise directed by the Court, a liquidator of a company that is being wound up by the Court shall–

(a) open in a bank to be named in the winding-up order a trust account to be known as the liquidator’s General Account, in the name of the company being wound up together with the words “in liquidation”; and

(2) Subject to any order to the contrary, all payments out of an account referred to in Subsection (1) shall be made by cheque payable to order, and there must be marked or written on the face of every such cheque the name of the company, and the cheque shall be countersigned–

(a) where there is a committee of inspection–by at least one member of the committee or by such other person (if any) as the committee of inspection appoints; and

(b) where there is no committee of inspection–by such person or persons (if any) as the Court directs.

(1) As soon as a bill of exchange, promissory note or other security payable to the company or to the liquidator comes into the hands of the liquidator it shall be deposited by him in the bank named in the winding-up order, for the purpose of being presented by the bank for acceptance and payment or for payment only, as the case requires.

(2) As they come into his hands, all marketable securities shall be deposited by the liquidator, for the purpose of safe custody, with the bank named in the winding-up order.

(3) A bill, note or marketable or other security deposited with the bank named in the winding-up order shall be delivered out only on a request signed–

(a) by the liquidator and, if there is a committee of inspection, by at least one member of the committee or by such other person (if any) as the committee appoints; or

(b) if there is no committee of inspection, by the liquidator and such person or persons (if any) as the Court directs.

All or any part of the money for the time being standing to the credit of the account of the liquidator at the bank named in the winding-up order and not immediately required for the purposes of the winding-up may be paid into Court to the credit of an account intituled in the matter of the company in liquidation.

(1) The Registrar may give special directions with respect to the payment, deposit or custody of moneys or securities payable to or coming into the possession of a liquidator.

(2) Where application is made to the Registrar to authorize the liquidator in a winding-up by the Court to make his payments into and out of a special bank account, the Registrar may–

(a) grant the authorization for such time and on such terms as he thinks proper; and

(b) at any time order the account to be closed if he is of opinion that the account is no longer required.

(3) An office copy of every order of the Registrar giving special directions with respect to the payment, deposit or custody of moneys or securities shall be served on the bank concerned

(1) An application by the liquidator for the appointment of a special manager shall be supported by a report of the liquidator, which shall be placed on the file of proceedings, and the report shall state the powers that, in the liquidator’s opinion, should be entrusted to the special manager and–

(a) the amount of remuneration that in the opinion of the liquidator ought to be allowed to the special manager; or

(b) that in the opinion of the liquidator it is desirable that the fixing of the remuneration should be deferred.

(2) Unless the Registrar otherwise directs, the remuneration of a special manager shall be stated in the order appointing him, but the Registrar may, for good cause shown, make an order increasing, reducing or otherwise altering the remuneration of the special manager.

A special manager shall account to the liquidator and his accounts shall be verified by statutory declaration, and when approved by the liquidator the totals of the receipts and payments shown in the accounts shall be added by the liquidator to his accounts.

(a) security shall be given to the satisfaction of the Registrar, or in such other manner as the Court from time to time directs; and

(b) it is not necessary that security be given in each separate winding-up, but security may be given specially for a particular winding-up, or generally, to be available for any winding-up in which the person giving security is appointed special manager; and

(c) the Registrar shall fix the amount and nature of the security, and may, as he thinks fit, either increase or diminish the amount of special or general security that any person has given, in which case the special manager shall give additional security accordingly within such time as the Registrar prescribes or may reduce the amount of his security, as the case may be; and

(d) the certificate of the Registrar that a special manager has given security to his satisfaction shall be lodged with the Registrar of Companies; and

(e) the cost of furnishing the required security by a special manager (including any premiums that he may pay for the security) shall be borne by him personally and shall not be charged against the assets of the company as an expense incurred in the winding-up.

(1) If a special manager fails to give the required security or additional security within the required time, the liquidator shall report the failure to the Registrar and the Registrar may thereupon rescind the order appointing the special manager.

(2) If a special manager fails to keep up his security, the liquidator shall report the failure to the Registrar and the Registrar may thereupon remove the special manager and make such order as to costs as he thinks proper.

(3) On application made ex parte and on being satisfied that the condition of any bond given as security has been broken, the Registrar may order the bond to be assigned to some person to be named in the order, and the person, his executors or administrators–

(a) are entitled to sue on the bond in his or their own name or names as if the bond had been originally given to him; and

(b) are entitled to recover on the bond, as trustee or trustees for all persons interested, the full amount recoverable in respect of any breach of the condition of the bond.

PART XI. – MAKING AND SETTLING LIST OF CONTRIBUTORIES IN A WINDING-UP BY THE COURT.

(1) Unless the Registrar dispenses with the settlement of a list of contributories, the liquidator shall, with all convenient speed after his appointment, make out a provisional list of contributories.

(a) contain a statement of the address of, and the number of shares or extent of interest to be attributed to, each contributory and the amount called up and the amount paid up in respect of the shares or interest; and

(b) set out the several classes of contributories, distinguishing between persons who are contributories in their own right and persons who are contributories as being representatives of or liable for the debts of others.

(a) appoint a time and place for settling the provisional list of contributories; and

(b) give not less than 14 days’ written notice of the time and place appointed to each person whom he proposes to include in the list as settled; and

(i) in what character, and for what number of shares or for what interest, he proposes to include the person in the list; and

(ii) what amount has been called up and what amount paid up in respect of the shares or interest.

On the day appointed for settlement of the provisional list of contributories, the liquidator shall hear any person included in the list who objects, and after the hearing shall settle and certify the list, which, when so settled and certified, is the list of contributories of the company.

The liquidator may from time to time make out and settle a supplementary list varying or adding to the list of contributories, but in doing so he shall, as far as circumstances permit, give the same notices and follow the same procedure as in making out and settling the original list.

Within 14 days after the settlement of a list of contributories of the company or any supplementary list, the liquidator shall give written notice to every person whom he has placed on the list or supplementary list–

(i) in what character, and for what number of shares or for what interest, that person has been placed on the list or supplementary list; and

(ii) what amount has been called up and what amount paid up in respect of the shares or interest; and

(b) informing the person to whom the notice is given that any application for the removal of his name from the list or supplementary list, or for the variation of the list or supplementary list, must be made to the Court by summons within 21 days after the date of the service of the notice on him.

(1) Subject to the powers of the Court to extend the time or to allow an application to be made notwithstanding the expiration of the time limited for that purpose, no application to the Court by any person who objects to the list of contributories or to any supplementary list shall be entertained after the expiration of 21 days after the date of the service on the person of the notice required by Section 87.

(2) Unless the Court otherwise orders, the liquidator is not personally liable to pay any costs of or in relation to an application to set aside or vary his act or decision settling the name of a person on the list of contributories of a company.

PART XII. – COLLECTION AND DISTRIBUTION OF ASSETS IN A WINDING-UP BY THE COURT.

(1) The duties imposed on the Court by Section 262 of the Act with regard to the collection of the assets of a company and the application of the assets in discharge of the company’s liabilities shall be discharged by the liquidator.

(2) In the discharge of the duties referred to in Subsection (1), the liquidator is in the same position, for the purpose of acquiring or retaining possession of the property of the company, as if he were a receiver of the property appointed by the Court, and the Registrar may on his application enforce the acquisition or retention accordingly.

(1) The powers conferred on the Court by Section 263(1) of the Act shall be exercised by the liquidator.

(2) On notice from the liquidator and within such time as he, by written notice, requires, any contributory on the list of contributories and any trustee, receiver, banker, agent or officer of a company that is being wound up shall pay, deliver, convey, surrender or transfer to or into the hands of the liquidator any money, property, books or papers that are in his hands and to which the company is prima facie entitled, and the Court may, on the application of the liquidator, order payment, delivery, conveyance, surrender or transfer accordingly.

The powers and duties of the Court conferred and imposed by Section 263(3) of the Act in relation to making calls on contributories shall be exercised by the liquidator as an officer of the Court subject to the following provisions:–

(a) where there is a committee of inspection and the liquidator desires to make a call for a purpose authorized by the Act–

(i) the liquidator shall summon a meeting of the committee for the purpose of obtaining its sanction to the intended call; and

(A) be sent to each member of the committee in sufficient time to reach him not less than seven days before the day appointed for holding the meeting; and

(B) contain a statement of the proposed amount of the call and the purpose for which it is intended; and

(iii) notice of the intended call and of the intended meeting of the committee shall be gazetted and advertised, stating the time and place of the intended meeting of the committee and that each contributory may–

(B) make any written communication to the liquidator or members of the committee in reference to the intended call; and

(v) the sanction of the committee shall be given by resolution passed by a majority of the members present; and

(b) where there is no committee of inspection–the liquidator shall not make a call without obtaining the leave of the Court.

(1) An application to the Court for leave to make a call for a purpose authorized by the Act shall be made by summons stating the proposed amount of the call, which summons shall be served, at least four clear days before the day appointed for making the call, on every contributory proposed to be included in the call, or if the Court so directs notice of the intended call may be given by advertisement without a separate notice to each contributory.

(2) The copy of the summons served on each contributory shall contain a statement of the amount claimed as due from the contributory served, and if notice is given by advertisement under a direction under Subsection (1) the notice shall contain a statement of the amount due from every contributory proposed to be included in the call.

(3) On the hearing of the summons, the Court may authorize the making of the call, and may order the payment by the contributories of the amounts due in respect of the call within a time to be named in the order.

(1) Where the liquidator is authorized by resolution or order to make a call on the contributories, he shall file with the Registrar a document in Form 51 with such variation as circumstances require.

(2) Where a call has been made by the liquidator, he shall, without delay, serve on each of the contributories included in the call a copy of the resolution of the committee of inspection or order of the Court authorizing the call, together with a notice specifying the amount or the balance due from the contributory in respect of the call.

The payment of the amount due from any contributory on a call may be enforced by order of the Court made in chambers on summons by the liquidator.

PART XIII. – FIXING TIME WITHIN WHICH DEBTS, CLAIMS AND LIABILITIES MUST BE PROVED.

(1) The liquidator may fix a certain day, not less than 14 days after the date of the notices referred to in Subsection (2), on or before which the creditors of the company shall–

(b) establish any title that they have to priority under Section 310 of the Act,

or be excluded from the benefit of any distribution made before the debts, claims or liabilities are proved, or, as the case may be, from objecting to the distribution.

(2) The liquidator shall give notice of the day fixed under Subsection (1) by advertisement, and shall also give written notice of the day to–

(a) every person mentioned in the statement of affairs as a creditor and who has not proved his debt or claim, or the liability of the company to him; and

(b) every person mentioned in the statement of affairs as a preferential creditor whose claim to be a preferential creditor has not been established and is not admitted.

(3) The succeeding provisions of this Part as to admissions and rejections of proofs apply, with the necessary variations, to any such claim to priority.

(1) Subject to Subsection (2), the liquidator shall, within 21 days after receiving a proof that has not previously been dealt with, in writing admit it or reject it, wholly or in part, or require further evidence in support of it.

(2) Where the liquidator has given notice of his intention to declare a dividend he shall, within 14 days after the date mentioned in the notice as the latest date up to which proofs must be lodged, examine and in writing admit or reject, or require further evidence in support of, every proof that has not already been dealt with, and shall give notice in writing of his decision rejecting a proof wholly or in part to the creditor affected by it.

(3) If the liquidator rejects a proof wholly or in part, he shall state in writing to the creditor the ground of his rejection.

(4) Where a creditor’s proof has been admitted, the notice of dividend is sufficient notification of the admission.

If the liquidator is of opinion that a proof has been improperly admitted, the Registrar may, on application by the liquidator after notice to the creditor, expunge the proof or reduce its amount.

The Court may expunge or reduce a proof on the application of a creditor or contributory if the liquidator declines to interfere in the matter.

For the purpose of his duties in relation to proofs, the liquidator may administer oaths and affirmations and take affidavits

(1) A liquidator in a winding-up by the Court shall, on the first day of every month, file with the Registrar a certified list of all proofs received by him during the preceding month distinguishing in the list the proofs admitted, those rejected, and those that stand over for further consideration

(2) In the case of proofs admitted or rejected, the liquidator shall cause the proofs to be filed with the Registrar.

The liquidator shall, within three days after receiving notice from a creditor of his intention to appeal against a decision rejecting a proof, file the proof with the Registrar with a memorandum setting out the grounds of his rejection.

Unless the Court or the Registrar otherwise orders, a liquidator is not personally liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part.

(a) give notice of his intention to do so to all the creditors who have proved their debts and to all the contributories; and

(b) send with the notice a summary of all receipts and payments in the winding-up.

(1) A liquidator who desires to resign his office shall summon separate meetings of the creditors and contributories of the company to decide whether or not the resignation shall be accepted.

(2) If the creditors and contributories agree, by ordinary resolutions, to accept the resignation of the liquidator, the liquidator shall file with the Registrar, and lodge with the Registrar of Companies, a memorandum of his resignation, and thereupon the resignation takes effect.

(3) In any other case, the liquidator shall report to the Court the result of the meetings and thereupon the Court may, on the application of the liquidator–

(4) Where the Court determines that a resignation is accepted, the liquidator shall immediately lodge notice of the acceptance with the Registrar of Companies.

(5) The Court or a Judge may dispense with all or any of the requirements of this section and Section 103.

(1) Where an order has been made for the winding-up of a company, the Judge making the order may, without further consent, order the transfer to him of any action, cause or matter pending brought or continued by or against the company.

(2) Where an action brought by or against a company against which a winding-up order has been made is transferred under Subsection (1), the Court may determine and deal with any application, matter or proceeding that, if the action had not been transferred, would have been determined in chambers.

(1) On request by the liquidator made a sufficient time before the declaration of a dividend, a lawyer, manager, accountant, auctioneer, broker or other person employed by a liquidator in a winding-up by the Court shall deliver his bill of costs, charges or expenses to the liquidator for the purpose of taxation, and if he fails to do so within the time stated in the request, or within such extended time as the Registrar allows, the liquidator shall declare and distribute the dividend without regard to his claim, and subject to any order of the Registrar the claim is forfeited.

(3) The liquidator shall lodge the bill of costs, charges or expenses with the taxing officer of the Court.

Where a bill of costs, charges or expenses in a winding-up has been lodged with the taxing officer of the Court, he shall give notice of an appointment to tax to the liquidator and to the person to or by whom the bill is to be paid.

(1) On application by the liquidator, a person whose bill of costs, charges or expenses in a winding-up by the Court is or are to be taxed shall furnish to the liquidator a copy of his bill to be taxed on payment at the rate of 14t per folio, which payment shall be charged on the assets of the company.

(1) On the completion of the taxation of a bill of costs, charges or expenses, the taxing officer shall issue to the person presenting the bill for taxation his allowance or certificate of taxation.

Where the bill of costs, charges or expenses of a lawyer, manager, accountant, auctioneer, broker or other person employed by a liquidator is payable out of the assets of the company, a written certificate, signed by the liquidator and setting out any special terms as to remuneration that have been agreed to, shall be produced to the taxing officer on the taxation.

(1) Where a liquidator or special manager in a winding-up by the Court receives remuneration for his services as such, no payment shall be allowed in his accounts in respect of the performance by any other person of the ordinary duties that are required by the Act or these Rules to be performed by the liquidator or special manager.

(2) Where a liquidator is a lawyer, he may contract with the company that the remuneration for his services as liquidator include all professional services.

Where a party to, or a person affected by, any proceedings wishes to make application for an order that he be allowed his costs incident to the proceedings, or any part of those costs, and the application is not made at the time of the proceedings–

(a) he shall serve notice of his intended application on the company, or if the company is in liquidation on the liquidator; and

(b) the company or the liquidator, as the case requires, may appear on the application and object to it; and

(c) no costs of or incident to the application shall be allowed to the applicant unless the Court is satisfied that the application could not have been made at the time of the proceedings.

In the case of any bill of costs, charges or expenses that does not exceed K100.00 the liquidator may, if he thinks fit, dispense with the requirements of these Rules in relation to taxation.

Provision of Rules.	Description of Form.	Number of Form.
3	Title of proceedings	1
14	Petition	2
16	Affidavit verifying petition	3
18	Affidavit of service of petition on company	4
20	Notice of intention to appear on petition	5
21	List of persons attending the hearing of a petition	6
25	Order on summons for directions in relation to a petition to confirm a reduction of capital	7
27	Affidavit verifying list of creditors	8
29	Advertisement of petition and list of creditors	9
29	Notice to creditors	10
31	Affidavit as to claims	11
32	Notice to creditors to come in and prove	12
38	Advertisement of hearing of petition	13
43	Advertisement of petition	14
46	Order for winding-up by the Court	15
46	Notice of winding-up order	16
47	Order appointing provisional liquidator after presentation of petition and before winding-up order	17
47	Notification to provisional liquidator of order appointing him provisional liquidator before winding-up order	18
47	Notice of appointment of provisional liquidator	19
50	Form of summons (general)	20
61	Order directing a public examination	21
61	Order appointing a time for public examination	22
61	Notice to attend public examination	23
61	Order to attend at chambers to be examined	24
64	Application for appointment of shorthand writer to take down notes of public examination, etc.	25
64	Declaration by shorthand writer	26
65	Notes of public examination taken in shorthand or recorded by mechanical means	27
65	Notes of public examination not taken in shorthand or recorded by mechanical means	28
66	Warrant against person who fails to attend examination	29
80	Statutory declaration by special manager verifying account	30
81	Certificate that special manager has given security	31
83	Provisional list of contributories to be made out by liquidator	32
84	Notice to contributories of appointment to settle list of contributories	33
84	Affidavit of postage of notices of appointment to settle list of contributories	34
85	Certificate of liquidator of settlement of list of contributories	35
87	Notice to contributory of final settlement of list of contributories and of inclusion of his name	36
87	Certificate of liquidator of settlement of supplemental list of contributories	37
87	Provisional supplemental list of contributories	38
87	Notice to contributory of variation or addition to list of contributories	39
87	Affidavit of service of notice to contributory	40
87	Order on application to vary list of contributories	41
90	Notice by liquidator requiring payment of money or delivery of books, etc., to liquidator	42
91	Notice to members of committee of inspection of meeting for sanction to proposed call	43
91	Advertisement of meeting of committee of inspection to sanction proposed call	44
91	Resolution of committee of inspection sanctioning call	45
92	Summons for leave to make a call	46
92	Affidavit of liquidator in support of proposal for call	47
92	Advertisement of intended call	48
92	Order giving leave to make a call	49
93	Document making call	50
93	Notice of call sanctioned by committee of inspection to be sent to contributory	51
93	Notice to be served with the order sanctioning a call	52
94	Affidavit in support of application for order for payment of call	53
94	Affidavit for service of order for payment of call	54
94	Order for payment of call due from contributory	55
100	List of proofs to be filed under Section 100	56
103	Notice to creditors and contributories of intention to apply for release	57
103	Application by liquidator to Court for release	58
103	Statement to accompany notice of application for release	59
106	Request to deliver bill for taxation	60
109	Certificate of taxation	61
109	Register to be kept by taxing officer	62

Form 7 – Order on summons for directions in relation to a petition to confirm a reduction of capital.

Form 17 – Order appointing provisional liquidator after presentation of petition and before winding-up order.

Form 18 – Notification to provisional liquidator of order appointing him provisional liquidator before winding-up order.

Form 25 – Application for appointment of shorthand writer to take down notes of public examination, etc.

Form 27 – Notes of public examination taken in shorthand or recorded by mechanical means.

Form 28 – Notes of public examination not taken in shorthand or recorded by mechanical means.

Form 32 – Provisional list of contributories to be made out by liquidator.

Form 33 – Notice to contributories of appointment to settle list of contributories.

Form 34 – Affidavit of postage of notices of appointment to settle list of contributories.

Form 35 – Certificate of liquidator of settlement of list of contributories.

Form 36 – Notice to contributory of final settlement of list of contributories and of inclusion of his name.

Form 37 – Certificate of liquidator of settlement of supplementary list of contributories.

Form 39 – Notice to contributory of variation or addition to list of contributories.

Form 42 – Notice by liquidator requiring payment of money or delivery of books, etc., to liquidator.

Form 43 – Notice to each member of committee of inspection of meeting for sanction to proposed call.

Form 44 – Advertisement of meeting of committee of inspection to sanction proposed call.

Form 51 – Notice of call sanctioned by Committee of Inspection to be sent to contributory.

Form 53 – Affidavit in support of application for order for payment of call.

Form 57 – Notice to creditors and contributories of intention to apply for release.

Papua New Guinea Consolidated Legislation

Companies Rules