3. What are the powers of liquidators when a company is wound up by the Court?
The liquidator can exercise the following powers with the approval of either the Court or the committee of inspection:
- to bring or defend any action or other legal proceedings in the name of and on behalf of the company;
- to carry on the business of the company, so far as may be necessary for the beneficial winding up thereof;
- to appoint a solicitor to assist the liquidator in the performance of the relevant duties;
- to pay any classes of creditors in full;
- to make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable;
- to compromise all calls and liabilities to calls, debts, and liabilities capable of resulting in debts, and all claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and a contributory, or alleged contributory, or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or the winding up of the company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof.
The liquidator can exercise the following powers without seeking prior approval from the Court or committee of inspection (while nevertheless the Court may order to limit and restrict the powers of the liquidator, if necessary):
- to sell the real and personal property and things in action (e.g. shares or debentures) of the company by public auction or private contract, with power to transfer the whole thereof to any person or company, or to sell the same in parcels;
- to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that purpose to use, when necessary, the company's seal;
- to prove, rank, and claim in the bankruptcy, insolvency, or sequestration of any contributory, for any balance against his estate, and to receive dividends in the bankruptcy, insolvency, or sequestration in respect of that balance, as a separate debt due from the bankrupt or insolvent, and rateably with the other separate creditors;
- to draw, accept, make, and endorse any bill of exchange or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if the bill or note had been drawn, accepted, made, or endorsed by or on behalf of the company in the course of its business;
- to raise on the security of the assets of the company any money requisite;
- to take out in the liquidator's official name letters of administration to any deceased contributory, and to do in such an official name any other act necessary for obtaining payment of any money due from a contributory or the relevant estate which cannot be conveniently done in the name of the company, and in all such cases the money due shall, for the purpose of enabling the liquidator to take out the letters of administration or recover the money, be deemed to be due to the liquidator himself;
- to appoint an agent to do any business which the liquidator is unable to do himself/herself;
- to do all such other things as may be necessary for winding up the affairs of the company and distributing its assets.