72. Fraud in anticipation of winding up

If a Company is being wound up (whether by the Court or voluntarily), section 79 (Remedies by Court to protect assets) applies to a past or present officer of the Company if the Person within 12 months immediately before the commencement of the winding up and with the intention of defrauding the creditors of the Company or concealing the state of the Company from any Person:

• (a) concealed any part of the Company’s property to the value of U.S. $200 (or the equivalent them) or more; or concealed any debt due to or from the Company; or
• (b) fraudulently removed any part of the Company’s property to the value of U.S. $200 (or the equivalent them) or more; or
• (c) concealed, destroyed, mutilated, altered or falsified any register, book, paper, security or other Document affecting or relating to the Company’s property or affairs; or
• (d) made any false or fraudulent entry in any register, book, security, paper or other Document affecting or relating to the Company’s property or affairs; or
• (e) fraudulently parted with, altered or made any omission in any register, book, paper, security or other Document affecting or relating to the Company’s property or affairs; or
• (f) pawned, pledged or disposed of any property of the Company that had been obtained on credit and had not been paid for (unless the pawning, pledging or disposal was in the ordinary course of the Company’s business).

73. Transactions in fraud of creditors

(1) If a Company is being wound up (whether by the Court or voluntarily), section 79 (Remedies by Court to protect assets) applies to a past or present officer of the Company if the Person, while an officer of the Company:

• (a) made, or caused to be made, any gift or transfer of, or charge on, or caused or connived at the levying of any execution against, the Company’s property; or
• (b) concealed or removed any part of the Company’s property on or after, or within 2 months before, the date of any unsatisfied judgement or order for the payment of money obtained against the Company.

(2) However, section 79 does not apply to the Person because of subsection (1) if the Person proves that, at the time the Person engaged in the conduct mentioned in that subsection, the Person had no intent to defraud the Company’s creditors.

74. Falsification of Company’s books etc.

If a Company is being wound up (whether by the Court or voluntarily), section 79 (Remedies by Court to protect assets) applies to a past or present officer of the Company, or a shareholder or other Person liable to contribute to the assets of the Company, if the Person does anything mentioned in section 72(c) to (e) with intent to defraud or deceive any Person.

75. Material omissions from statement relating to Company’s affairs

If a Company is being wound up (whether by the Court or voluntarily), section 79 (Remedies by Court to protect assets) applies to a past or present officer of the Company if the Person makes any material omission in any statement relating to the Company’s affairs with intent to defraud any Person.

76. False representations to creditors

(1) If a Company is being wound up (whether by the Court or voluntarily), section 79 (Remedies by Court to protect assets) applies to a past or present officer of the Company if the Person makes a false representation, or commits another fraud, for the purpose of obtaining the consent of the Company’s creditors, or any of them, to an agreement about the Company’s affairs or the winding up.

(2) The Person is taken to have made such a false representation if, before the winding up, the Person made any false representation, or committed any other fraud, for that purpose.

77. Fraudulent trading

If a Company is being wound up (whether by the Court or voluntarily), section 79 (Remedies by Court to protect assets) applies to a Person if:

• (a) any business of the Company has been conducted with intent to defraud creditors of the Company or creditors of any other Person, or for any other fraudulent purpose; and
• (b) the Person was knowingly a party to conducting the business with that intent or for that purpose.

78. Wrongful trading

If in the course of the winding up of a Company (whether by the Court or voluntarily) it appears that the Company has gone into insolvent liquidation and that, at some time before the commencement of the winding up of the Company, 1 or more directors of the Company knew or ought to have known, that there was no reasonable prospect of the Company avoiding going into insolvent liquidation, section 79 (Remedies by Court to protect assets) applies to that director or those directors.

79. Remedies by Court to protect assets

The Court may, on application by any aggrieved Person in relation to a Company (including a Liquidator or Administrative Receiver of the Company), make the orders the Court considers appropriate in relation to a Person to whom this section applies, including any or all of the following orders:

• (a) an order to return or pay to the Company any money or other property of the Company that the Person has misapplied or retained or become accountable for;
• (b) an order to compensate the Company in relation to any misfeasance or breach of any fiduciary or other duty in relation to the Company;
• (c) an order to make the contributions to the Company’s assets that the Court considers proper;
• (d) an order requiring the Person to do, or not to do, anything.

80. Restriction on reuse of Company names

(1) If a Company (the liquidating Company) has gone into insolvent liquidation and a Person was a director or shadow director of the Company at any time in the 12 months ending on the day before it went into liquidation, the Person must not, within 5 years after the liquidation of the liquidating Company, be a director of, or have any connection with, another Company if the name of the other Company is:

• (a) a name by which the liquidating Company was known at any time in that period of 12 months; or
• (b) a name is so similar to a name mentioned in paragraph (a) as to suggest an association with the liquidating Company.

(2) Contravention of subsection (1) is punishable by a fine.

(3) A Person is personally responsible for all the relevant debts of a Company if the Person is, as at any time, involved in the management of the Company in Contravention of section (1).