Fillable Special Proxy Form 81 - Companies Winding-Up Proceedings (Page 2 of 2) in pdf

INSTRUCTIONS FOR FILLING UP FORM OF SPECIAL PROXY

___________________

If the creditor or contributory proposes attending the meeting personally, or to be represented by a general proxy, it is not

necessary for him to fill up this form.

A company can only vote:-

(a)

by means of a proxy under its common seal or signed by a person duly authorized under such seal; or

(b)

by a person authorized by resolution of its directors to act as its representative at the meeting. A copy of such

resolution either under its common seal or certified to be a true copy by the secretary or a director of the company

must be produced to the chairman of the meeting.

If the creditor or contributory wishes to appoint a special proxy, this form must be filled up by the creditor or contributory

personally, or by any manager or clerk or any other person in the regular employment, or by the solicitor employed by

him in connexion with the matter.

This form must be signed by the creditor or contributory. (Where the creditor or contributory is a firm or a corporation,

see Note (4) overleaf).

A creditor or contributory may appoint the Official Receiver or any other person but not a minor, as his special proxy.

The resolutions to be voted on may be as follows:

(a)

that no person be appointed liquidator of the company in place of the provisional liquidator, OR

(b)

that *............................................................................ be appointed liquidator of the company;

(c)

that an application be made to the court for the appointment of a committee of inspection and

that *........................................................................................................................................................

..................................................... be appointed members of the committee; OR

(d)

that a committee of inspection be not appointed in this winding-up;

(e)

that an application be made to the court under S. 209A of the Companies Ordinance (Cap. 32) for an order that the

winding-up be conducted as if it were a creditors’ voluntary winding-up** OR

(f)

that no application be made to the court under S.209A of the Companies Ordinance (Cap. 32) for an order that the

winding-up be conducted as if it were a creditors’ voluntary winding-up.

Insert full name of any person(s) other than the Official Receiver.

Members of the committee of

inspection, if appointed, should preferably be between 3 to 5. They can be appointed only if they consent

to act.

The Official Receiver does not act as liquidator in a voluntary winding-up. If this resolution is passed,

Resolution 6(a) should not be passed.

_________________

EXTRACT FROM COMPANIES (WINDING-UP) RULES

________________

Rule 138

No person acting either under a general or a special proxy shall vote in favour of any resolution

which would directly or indirectly place himself, his partner or employer in a position to receive any remuneration out of the

assets of the company otherwise than as creditor rateably with the other creditors of the company:

Provided that where any person holds special proxies to vote for an application to the court in favour of the appointment

of himself as liquidator he may use the said proxies and vote accordingly.

Special Proxy Form 81 - Companies Winding-Up Proceedings Page 2

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