23. Alternative modes of winding up

(1) The winding up of a Company may be either voluntary or by the Court.

(2) This Chapter relates to winding up generally, except so far as the contrary intention appears.

24. Rules about obligations to contribute in winding up

The Rules may make provision for or in relation to the obligations of members, former members, directors, and former directors, of a Company that is being wound up, and other Persons, to contribute to the assets of the Company.

25. Powers etc. of Liquidators

(1) A Liquidator appointed in the winding up of a Company has the powers set out in Schedule 2 (Powers of Liquidator in winding up).

(2) The Rules may make provision with respect to the Exercise of a Liquidator’s Functions in relation to the winding up of a Company, including, for example, by:

• (a) prescribing the forms and procedures to be adopted by the Liquidator in the winding up of a Company; or
• (b) imposing requirements on officers of a Company and others to cooperate with the Liquidator in relation to the winding up of the Company.

(3) Without limiting subsection (2), the Rules may authorise a Liquidator appointed in the winding up of a Company to do any or all of the following:

• (a) summon a Person to be examined before the Court about the affairs of the Company;
• (b) inspect books and records of the Company;
• (c) direct an officer of the Company to deliver to the Liquidator all books and records in the officer’s possession that relate to the Company;
• (d) inform the Liquidator of the whereabouts of books or records that relate to the Company;
• (e) direct an officer of the Company to give the Liquidator the information about the Company’s business, property, affairs and financial circumstances that the Liquidator requires;
• (f) direct an officer of the Company to attend on the Liquidator to provide the books or records, information, or other assistance, that the Liquidator may reasonably require.

(4) If a Liquidator has been appointed in the winding up of a Company, an officer of the Company must not:

• (a) Fail to do whatever the Liquidator reasonably requires the officer to do to assist in the winding up; or
• (b) Fail to comply with any reasonable direction given to the officer by the Liquidator under these Regulations or the Rules; or
• (c) hinder or obstruct the Liquidator in the Exercise of the Liquidator’s Functions.

(5) Contravention of subsection (4) is punishable by a fine.

(6) A Liquidator may Exercise the Liquidator’s Functions in relation to a Person whether the Person is inside or outside of the AIFC.

(7) However, in Exercising Functions in relation to a Person outside of the AIFC, the Liquidator must comply with local requirements applying to the Exercise of the Functions, including, if appropriate, informing, or acting in collaboration with, a local regulator or authority.

(8) In this section: officer, in relation to a Company, means a Person who is, or has been:

• (a) a director or secretary of the Company; or
• (b) an employee of the Company involved in its management; or
• (c) a Receiver or Administrative Receiver of the Company; or
• (d) a Nominee or Supervisor in relation to a proposed Voluntary Arrangement or Voluntary Arrangement for the Company.