HND 公司法清算报告.doc

HND公司法清算报告——本人自己的答案 题目 ?? WINDING UP The law of insolvency and the relatively new concept of the administration order designed to nurture ailing companies back to health, are largely outside the scope of this book. Some of the legal issues flowing from an insolvent winding up have already been considered, such as fraudulent and wrongful trading1? and the avoidance of certain floating charges and preferential payments.2 It is necessary in this chapter, however, to deal with some of the provisions and procedures which, from the company law point of view, bring the company’s life to an end. The existence of a company is brought to an end by winding up and, ultimately, dissolution. The dissolution brings to an end the company’s legal personality. The most likely reason for a company to be wound up is that it has become insolvent, that is, unable to pay its debts. This is by no means the only reason, though, and a company can also be wound up when it is quite solvent. Despite this, and rather confusingly, the provisions relating to all types of winding up are contained in the Insolvency Act 1986 and subordinate legislation, such as the Insolvency Rules 1986.3 References to sections in this chapter will be to the Insolvency Act 1986, unless otherwise indicated. ?THE TYPES OF WINDING UP There are two basic types of winding up: compulsory winding up and voluntary winding up. ?Compulsory winding up ?This type of liquidation is ordered by the court. Section 122(1) provides a number of circumstances or grounds on which a company may be wound up by the court and most of these are not concerned with whether the company is solvent or not. The main ones are: (a) the company has, by special resolution, resolved that the company be wound up by the court; (b) the company is unable to pay its debts; ?1???? See pp 80–88. 2???? See pp 333–37. 3???? SI 1986/1925. ?Company Law ?(c) the court is of the opinion that it is just and equitable that the company should be wound up;4 and (d) the