PART 8
GENERAL PROVISIONS RELATING TO LIQUIDATORS
AND COMMITTEES OF INSPECTION OF COMPANIES IN
CREDITORS’ VOLUNTARY WINDING UP
Division 1 — Company’s dealings and transactions with
liquidator or committee of inspection
Restrictions relating to liquidator’s remuneration
39.—(1)  Except as provided by the Act or any subsidiary legislation made under the Act, the liquidator of a company must not make any arrangement for or accept any gift, remuneration, consideration or benefit (whether pecuniary or otherwise) that is beyond the remuneration to which the liquidator is entitled under the Act and the subsidiary legislation, from the following persons:
(a)a solicitor, auctioneer or any other person connected with the company;
(b)any person who is employed in or in connection with the winding up of the company.
(2)  The liquidator must not make any arrangement to give up any part of the liquidator’s remuneration to a person mentioned in paragraph (1)(a) or (b).
Committee of inspection not to make profit
40.—(1)  Except with the sanction of the Court, a member of the committee of inspection of a company is not, directly or indirectly, entitled to —
(a)derive any profit from any transaction arising out of the winding up of the company; or
(b)receive out of the company’s assets any payment for —
(i)any service rendered by the member in connection with the administration of the company’s assets; or
(ii)any goods supplied by the member to the liquidator for or on account of the company.
(2)  If it appears to the committee of inspection or to any meeting of the creditors or contributories that any profit has been derived or payment has been received by a member of the committee of inspection contrary to this regulation, the committee, creditors or contributories (as the case may be) may disallow the payment or recover the profit.
Division 2 — Keeping of liquidator’s books and accounts
Books to be kept by liquidator
41.—(1)  The liquidator must —
(a)keep a book (whether in physical or electronic form) to be called the Cash Book, in which the liquidator must enter from day to day the receipts and payments made by the liquidator; and
(b)keep any other books as may be directed by the committee of inspection or, if there is no committee of inspection, by the creditors.
(2)  The liquidator must submit all the books kept by the liquidator to the committee of inspection or, if there is no committee of inspection, to the creditors, together with any other books, documents, papers and accounts in the liquidator’s possession relating to his or her office as liquidator of the company as and when the committee of inspection or the creditors (as the case may be) direct.
Liquidator carrying on business
42.  Where the liquidator carries on the business of the company, the liquidator must —
(a)keep a distinct account of the trading (called in these Regulations the trading account); and
(b)incorporate in the Cash Book the total weekly amount of the receipts and payments on the trading account.
Liquidator’s trading account
43.—(1)  The liquidator must from time to time as required by the committee of inspection (if any) or the creditors —
(a)verify by statutory declaration the trading account; and
(b)submit the verified trading account in accordance with Form VWU‑20 —
(i)where a committee of inspection is appointed — to the committee of inspection or a member of the committee as may be appointed by the committee for that purpose; or
(ii)where no committee of inspection is appointed — to a person nominated by the creditors.
(2)  The committee of inspection or member of the committee mentioned in paragraph (1)(b)(i) or the person nominated under paragraph (1)(b)(ii) (as the case may be) must examine and certify the trading account submitted by the liquidator.
Expenses of sales
44.  Where the liquidator sells any property forming part of a company’s assets through an auctioneer or other agent, the gross proceeds of the sale must be paid over by the auctioneer or agent to the liquidator, and the charges and expenses connected with the sale must afterwards be paid to the auctioneer or agent.
Division 3 — Duties of liquidator upon resignation or release
Notice of resignation of liquidator
45.  A liquidator who intends to resign his or her office must give at least 2 months’ written notice of his or her resignation to the creditors and contributories of the company.
Duties of liquidator on resignation, etc.
46.  A person (A) who resigns as liquidator of a company or is removed from the office of liquidator must, within 14 days after the date on which another person (B) is appointed to fill the vacancy, deliver to B all the books kept by A and all other books, documents, papers and accounts in A’s possession relating to the office of liquidator.