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Liquidation Process
  1. Filing of Application for a winding up order – Rule 7 of the Companies (Winding Up) Rules 2015.
  • The Application is prepared by a Contributory or any other person (creditor) for winding up order against a company.
  • The Applicant or the applicant’s solicitor will pay $700.00 plus Vat for petition fees to the Revenue Collector at the Official Receiver’s Office.
  1. Consent of the Provisional Liquidator – Rule 27 of the Companies (Winding Up) Rules 2015

Before the hearing of the application for appointment of a provisional liquidator, the applicant or the applicant’s solicitor must file the written consent of a liquidator.

  1. Notice of winding up order, service of copy and notice at foot – Rule 23 of the Companies (Winding Up) Rules 2015

If an Order is made for the winding up of a company, the applicant must immediately inform the liquidator and within 7 days of the passing and entering of the order cause a notice in the Form D7 in the Schedule 2 to be advertised in a newspaper and published in the Gazette. Serve the sealed copy of the winding up order on the liquidator.

  1. Service of Winding up Order & Statement of Affairs
  • The office will prepare a service letter informing the director(s) of the Winding Up Order and to file Statement of Affairs of the company.
  • Serve the director(s) personally and at the registered Office of the Company.
  • The Affidavit of Service to be filed at the High Court registry.
  1. Service of Order – Rule 30 of the Companies (Winding Up) Rules 2015

On the Order appointing a provisional liquidator being passed and entered, the party obtaining the order must, within 7 days of the order being entered, serve a copy of the order on the company and on any other person on whom the court directs to be made –

  1. Proof of Debt – Rule 39 of the Companies (Winding up) Rules 2015

In a winding up by the court, every creditor must, subject to this part, prove his or her debt, unless the court in any particular winding up gives directions that any creditor or class of creditors must be admitted without proof.

  1. Creditors Meeting – Summoning of meetings – Rule 68 (1) of the Companies (Winding Up) Rules 2015

The Official Receiver or liquidator must summon all meetings of Creditors and

contributories by giving not less than 7 days’ notice in the Form D17 in

Schedule 2, of the time and place of the meeting in a newspaper and in the

Gazette.

The meeting shall discuss the following –

  • Process that have been completed by the OR Office.
  • List of creditors and amount of claims
  • Statement of affairs of the debtor and arrangement of repayment.
  • The office would seek further help from the creditors for further information relating to the debtor.
  • Method of payment by the company. If the company wants to make installment payments and the creditors agree to it, the Official Receiver may apply to court for interim stay and monitor the payments.
  • Whether the company is not able to make full payment of debts.
  • Other necessary information.
  1. Report by the Official Receiver – Section 535 of the Companies Act 2015

In case where the winding up order is made, the Official Receiver must submit a preliminary report to the Court.

  1. Powers of Liquidator

Refer to Section 543 of the Companies Act 2015.

  1. Sale Of Assets

The Official Receiver can only seize and sell assets or properties that are unencumbered, meaning that are free of mortgage and bill of sale.

Refer to 543 (2) (a) of the Companies Act 2015;

  1. Payments To Creditors

All payments to creditors can be categorised as:

  • Full settlement – when the company fully meets the creditors claim and O/R fees. Creditors are paid.
  • Reduced settlement – when a creditor or creditors accept reduced settlement as full settlement either on the current amount the debtor has paid or on certain percentage in a dollar or on prorata basis.
  • However these settlements are proposed by the company to the O/R. The O/R could either call for a creditors meeting or make written proposal to creditor.
  • Partial Payment – This payment is done to have creditors paid partially certain period on the approval of the Official Receiver.
  1. Priority of Payments – Section 473 of the Companies Act 2015

Once full payments are received by the office, then Priority payments are made to the Preferential Creditors in the following order:

  • Fiji Revenue & Customs Services (“FRCS”).
  • Government Rents.
  • Ministry of Employment – Unpaid Wages & Salary.
  • Fiji National Provident Fund (“FNPF”).
  • Ministry of Employment (Workmen’s Compensation).

Once all Preferential Payments are settled, then funds are distributed accordingly to all the Unsecured Creditors that have lodged their Proof of Debt claim to the Office.

  1. Power to stay winding up – Section 553 of the Companies Act 2015

The Court may, at any time after an order for winding up, on the application either of the liquidator of the Official Receiver or any creditor or contributory, and on proof to the satisfaction of the Court that all proceedings in relation to the winding up ought to be stayed