65. Removal of Liquidator

(1) This section applies in relation to the removal from office and vacation of office of the Liquidator of a Company that is being wound up voluntarily.

(2) The Liquidator may be removed from office only by:

• (a) an order of the Court; or
• (b) for a Members Voluntary Winding Up—a general meeting of the Company called specially for that purpose; or
• (c) for a Creditors Voluntary Winding Up—a general meeting of the Company’s creditors called specially for that purpose in accordance with the Rules.

66. Preferential debts and ranking of claims

(1) Subject to the application of any other AIFC Regulations and any AIFC Rules as described in section 100 (Application of other laws to receivership and winding up), in the winding up of a Company the Company’s preferential debts must be paid in priority to all other debts.

(2) The Rules may make provision for or in relation to designating certain types of claim on a Company as preferential debts and to prescribing any priorities for their payment and as to the ranking of other claims.

67. Power to disclaim onerous property

(1) The Liquidator of a Company may, by giving the notice prescribed by the Rules, disclaim any onerous property and may do so even though the Liquidator has taken possession of it, endeavoured to sell it or otherwise exercised rights of ownership in relation to it.

(2) However, a Liquidator in a Members Voluntary Winding Up may not disclaim property.

(3) In this section: onerous property means:

• (a) any unprofitable contract; or
• (b) any other property of the Company that is unsaleable or not readily saleable or may give rise to a liability to pay money or perform any other onerous act.

68. Notification that Company is in liquidation etc.

If a Company is being wound up (whether by the Court or voluntarily), every invoice, order for goods or services, or business letter, issued by or on behalf of the Company or a Liquidator of the Company, and on or in which the Company’s name appears, must contain a statement that the Company is being wound up.

69. Reports by Liquidator to Registrar

If the winding up of a Company is not concluded within 1 year, the Liquidator must, at the intervals prescribed by the Rules until the winding up is concluded, give the Registrar of Companies a report, in the form prescribed under the Rules, about the liquidation.

70. Reference of questions to Court

(1) The Liquidator of a Company, or any creditor, shareholder or other Person liable to contribute to the assets, of a Company, may apply to the Court for the Court to decide any question arising in the Company’s winding up.

(2) The Liquidator or any aggrieved Person may apply to the Court for an order in relation to the Exercise of the Liquidator’s Functions.

(3) On an application under this section, the Court may make the order that it considers just, including, if appropriate, an order enforcing or setting aside any direction given, or requirement made, by the Liquidator to or of a Person.

71. Dissolution and early dissolution

(1) Subsections (2) and (3) apply if the Liquidator of a Company that is being wound up has sent the Liquidator’s final account and return to creditors.

(2) At the end of 3 months after the day the final account and return is sent to creditors, the Company is taken to be dissolved.

(3) However, on the application of any Person who appears to the Court to be interested, the Court make an order deferring the dissolution of the Company for the time the Court considers appropriate.

(4) If the realisable assets of the Company are insufficient to cover the expenses of the winding up, and the affairs of the Company do not require any further investigation, the Liquidator may at any time apply to the Registrar of Companies for the early dissolution of the Company.

(5) Before making an application under subsection (4), the Liquidator must give at least 28 days notice of the Liquidator’s intention to make the application to the Company’s creditors and contributories.