RE STX PAN OCEAN (HONG KONG) CO., LTD (In Liquidation) (the “Company”)

RE STX PAN OCEAN (HONG KONG) CO., LTD (In Liquidation) (the “Company”)

The court held that 'realised' in Item I of Table B of the CFPO is not limited to conversion into cash but includes amounts 'got in' and brought to credit in the compulsory liquidation; therefore ad valorem fees are payable on the net amounts remitted by the former creditors' voluntary liquidators into the compulsory liquidation after the winding up order. The Liquidators' summons was dismissed.

Citation
[2018] HKCFI 2210
Parties
Company (in Liquidation): STX PAN OCEAN (HONG KONG) CO., LIMITED (In Liquidation); Liquidators (applicants): Joint and Several Liquidators; Respondent: Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
27 September 2018
Case Number
HCCW324/2013
Procedural Posture
Companies (winding Up) Proceedings / Decision on Summons for Declaration Concerning Ad Valorem Fees After Compulsory Winding Up (post Liquidation)
Outcome
Summons dismissed; Official Receiver entitled to ad valorem fees on amounts remitted into the compulsory liquidation.
Legal Topics
Ad Valorem Fees, Liquidator Remuneration, Meaning of 'realised', Brought to Credit
Source Language
EN
Company Law Insolvency Law Statutory Interpretation Ad Valorem Fees Liquidator Remuneration Meaning of 'realised' Brought to Credit

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Parties

STX PAN OCEAN (HONG KONG) CO., LIMITED (In Liquidation)

Company (in Liquidation)

Joint and Several Liquidators

Liquidators (applicants)

Official Receiver

Respondent

Procedural Posture

Companies (winding Up) Proceedings / Decision on Summons for Declaration Concerning Ad Valorem Fees After Compulsory Winding Up (post Liquidation)

Legal Issues

  1. 1 Whether ad valorem fees under the Companies (Fees and Percentages) Order (Cap 32C) are payable on funds realised during a creditors' voluntary liquidation and later remitted to the compulsory liquidation.
  2. 2 Whether the word 'realised' in Item I of Table B of Schedule 3 to the CFPO requires conversion into cash or includes amounts 'got in' or 'brought to credit'.
  3. 3 Whether the CFPO fees are charged on prior voluntary liquidators' realisations or on amounts realised and brought to credit within the compulsory liquidation.

Ratio Decidendi

The court held that 'realised' in Item I of Table B of the CFPO is not limited to conversion into cash but includes amounts 'got in' and brought to credit in the compulsory liquidation; therefore ad valorem fees are payable on the net amounts remitted by the former creditors' voluntary liquidators into the compulsory liquidation after the winding up order. The Liquidators' summons was dismissed.

Court Disposition

Summons dismissed; Official Receiver entitled to ad valorem fees on amounts remitted into the compulsory liquidation.

Orders

  • The Liquidators' summons is dismissed.
  • Costs of the Liquidators and of the Official Receiver to be paid out of the assets of the Company.