Professional Legal Team — Comprehensive Handling of Compulsory Winding-Up Petitions
Ruthy Chan’s team provides professional legal services for both companies and creditors involved in compulsory winding-up proceedings. Whether you are a company seeking to initiate self-winding-up, or a creditor petitioning against a debtor company, our legal team will conduct a case-specific preliminary assessment, offer professional advice, and provide close follow-up until the successful issuance of a winding-up order. Our services include:
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Conducting preliminary analysis and assessment for each case and designing a tailored solution;
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Drafting a special resolution for compulsory winding-up;
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Preparing a petition for compulsory winding-up;
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Drafting multiple affidavits for all winding-up documents and petitions, and arranging oath-taking and filing;
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Issuing letters on your behalf to notify creditors, requesting them to cease all legal debt recovery actions;
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Publishing notices in the Hong Kong Government Gazette and in two local newspapers (one in Chinese and one in English);
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Receiving and handling creditor replies, including objections to the company obtaining a winding-up order;
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Attending the High Court hearing on the day of the winding-up order to assist the client in obtaining the compulsory winding-up order.
Best Value
Legal Team Support - Reservation Fee
1,000
Legal Team Support – Compulsory Winding-Up Petition Package: Reservation Fee (Limited Monthly Slots)
Comprehensive legal support from filing a winding-up petition to company dissolution.
Valid until canceled
After submitting the fee, please WhatsApp 5508 9548
The reservation fee will be applied towards the consultation
non-refundable
FAQ | What You Need to Know Before Liquidation
Q
What is compulsory winding-up of companies?
A
It is a legal procedure that declares a company insolvent and initiates a structured repayment process for creditors. Compulsory winding-up occurs when a limited company is unable to pay its debts (HK$10,000 or more), cannot continue operations, and liquidation is initiated by shareholders or creditors. The court issues a winding-up order and appoints liquidators, who will take over the company, sell assets, settle outstanding debts in order, and eventually dissolve the company according to legal procedures.
Q
Who can apply for compulsory winding-up?
A
Shareholders, the company (directors), or creditors.
Q
Is the application for compulsory winding-up always successful?
A
Not necessarily. Since liquidation involves complex legal procedures, the judge must determine whether liquidation is fair and just. If no creditors oppose the petition, the company may receive a winding-up order, but the process is not always guaranteed to be smooth.
Q
What are the costs of compulsory winding-up of a company?
A
• Official Receiver’s Office administrative fee (one-time) → HK$11,250
• High Court filing fee (one-time) → HK$1,045
• Government Gazette and newspaper publication fee (mandatory by law) → HK$10,000
• Legal consultation fee for compulsory liquidation → Varies based on case complexity; estimated HK$33,000 (one-time fee)
Q
What are the pros and cons of compulsory winding-up?
A
✅ Advantages
🔹 Halts debt collection: Once liquidation starts, creditors must cease debt recovery and legal actions.
🔹Management liability ends: Directors and company secretaries lose management authority and no longer need to handle company operations or debts.
🔹 Shareholder asset protection: Shareholders’ personal assets are protected, as company debts are limited to the capital invested (except for personally guaranteed debts, such as government-backed loans).
❌Disadvantages
🔹 Directors must fulfill statutory responsibilities, including:
• Cooperating with the liquidators
• Disclosing company information
• Attending creditor meetings
• Filing liquidation documents (as per Companies (Winding Up) Rules, Cap. 32H)
🔹 Legal risks: Failure to comply with the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Companies Ordinance may result in:
• Fines
• Disqualification from being a director
🔹 Time-consuming process: Liquidation may take years until:
• The liquidator sells company assets and settles debts
• The liquidation investigation is completed
• Final payments to creditors are made and the company is officially dissolved
Q
How to apply for compulsory winding-up?
A
1. A lawyer must file the petition on behalf of the company.
2. A special resolution is passed to approve the court-ordered liquidation.
3. A petition is prepared using Form 2 or Form 3 of Cap. 32H, and the administrative fee is paid to the Official Receiver’s Office.
4. The petition is stamped and filed with the High Court to obtain a hearing date.
5. Within four days of filing, an affidavit must be prepared and sworn before the High Court.
6. A stamped copy of the petition must be sent to the company’s registered office or, if unavailable, its last known business address.
7. A public notice of the petition must be published:
• Once in the Government Gazette
• At least once in two Hong Kong newspapers (one Chinese, one English) at least 7 days before the hearing.
8. On the day of the High Court hearing, a lawyer must attend to obtain the winding-up order.
9. Within 28 days of appointing a provisional liquidator or issuing the winding-up order, a sworn statement of the company’s assets and liabilities must be submitted.
Q
What are the responsibilities of directors during liquidation?
A
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Meet with the liquidator and provide company transaction records, assets, books, and company seals
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Submit a sworn statement of affairs within 28 days after the appointment of the liquidator or issuance of the winding-up order.
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Attend creditors' meetings.
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Cooperate with the liquidator until liquidation is completed/ Inform the liquidator immediately if company details (e.g., registered address) change.
Q
Can directors face legal consequences during compulsory winding-up?
A
Yes. To avoid legal breaches, directors must:
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Submit the Statement of Affairs (Form 23) on time.
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Maintain and preserve at least 7 years of accounting records.
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Not dispose of company assets acquired on credit within 12 months before liquidation.
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Hand over all company property, records, and documents to the liquidator.
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Not conceal, fraudulently remove, or alter company records.
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Properly use company bank accounts.
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Ensure employees receive their wages and termination compensation.
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