Companies (Winding-up) Rules

Link to law: http://laws.bahamas.gov.bs/cms/images/LEGISLATION/SUBORDINATE/1975/1975-0074/CompaniesWinding-upRules_1.pdf
Published: 1975-10-01

Companies (Winding-up) Rules
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CHAPTER 308

COMPANIES
Subsidiary Legislation under the Companies

Act, 1866

COMPANIES (WINDING-UP) RULES

(SECTION 174)
[Commencement 1st October, 1975]

Preliminary
1. These Rules may be cited as the Companies

(Winding-up) Rules.
2. In these Rules, unless the context or subject matter

otherwise requires —
“the Act” means the Companies Act;
“Appendix” means the Appendix to the English

Companies (Winding-up) Rules, 1949;
“the Company” means a company which is being

wound-up;
“Judge” means a Justice of the Supreme Court;
“liquidator” means Official Liquidator as referred to

in the Act;
“prescribed” in relation to fees or charges means

prescribed by the Rules of the Supreme Court;
“proceedings” means the proceedings in the winding-

up of a company under the Act;
“Registrar” means the Registrar of the Supreme

Court and includes an Assistant Registrar;
“the Rules” means these Rules, and includes the

Forms prescribed by the English Companies
(Winding-up) Rules, 1949, subject to such
modifications, omissions and alterations as to
names, localities, courts, officers, persons, and


S.I. 74/1975
S.I. 109/1975
S.I. 18/1996

Citation.

Interpretation.

Ch. 308.

(S.I. 1949 No.
330 of the U.K.)

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otherwise as may be necessary to make them
applicable to the circumstances of The Bahamas and
the particular case, but only in so far as such Forms
are within the meaning of, and not inconsistent with,
the provisions of the Act;

“sealed” means sealed with the seal of the Supreme
Court;

“Taxing Officer” means the Registrar.
(2) Wherever a Form is referred to in these Rules it

shall mean a Form contained in the Appendix and shall be
construed as hereinbefore mentioned.

3. Subject to the limitations hereinafter mentioned,
these Rules shall apply to the proceedings in every
winding-up by the Court and also (unless the context or
subject matter otherwise requires) to every winding-up
subject to the supervision of the Court which shall
commence on and after the date on which these Rules
come into operation, and they shall also, so far as
practicable, and subject to any general or special order of
the Court, apply to all proceedings which shall be taken or
instituted after the said date in the winding-up of a
company by or under the supervision of the Court which
commenced on or after the 26th day of October, 1953.

Courts and Chambers
4. (1) The following matters and applications in the

Supreme Court shall be heard in open court —
(a) petitions;
(b) applications for the committal of any person to

prison for contempt;
(c) such matters and applications as the Judge may

from time to time by any general or special order
direct to be heard in open court.

(2) Examinations of persons summoned before the
Supreme Court under section 115 of the Act shall be held
in Court or in Chambers as the Court shall direct.

(3) Every other matter or application in the Supreme
Court under the Act to which the Rules apply may be
heard and determined in Chambers.

5. Subject to the provisions of the Act and Rules —
(1) the Registrar may under the general or special

directions of the Judge hear and determine any


Application of
Rules.

S.I. 109/1975.

Matters in
Supreme Court
to be heard in
Court and
Chambers.

Applications in
Chambers.

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application or matter which under the Act and
Rules may be heard and determined in Cham-
bers;

(2) any matter or application before the Registrar
may at any time be adjourned by him to be heard
before the Judge either in Chambers or in Court;

(3) any matter of application may, if the Judge or, as
the case may be, the Registrar, thinks fit, be
adjourned from Chambers to Court or from
Court to Chambers.

6. (1) Every application in Court other than a petition
shall be made by motion, notice of which shall be served
on every person against whom an order is sought not less
than two clear days before the day named in the notice for
hearing the motion.

(2) Every application in Chambers shall be made by
summons, which, unless otherwise ordered, shall be served
on every person against whom an order is sought, and shall
require the person or persons to whom the summons is
addressed to attend at the time and place named in the
summons.

Proceedings
7. Every proceeding shall be dated, and shall, with

any necessary additions, be instituted in the matter of the
company to which it relates and in the matter of the
Companies Act, and otherwise as in Form 2 or 3,
whichever is appropriate. Numbers and dates may be
denoted by figures.

8. All proceedings shall be written or printed, or
partly written or partly printed on paper of the size of 13
inches in length and 8 inches in breadth, or thereabouts; but
no objection shall be allowed to any proof or affidavit on
account only of its being written or printed on paper of
other size.

9. All orders, summonses, petitions, warrants, process
of any kind (including notices when issued by the Court)
and office copies in any proceedings shall be sealed.

10. Every summons in proceedings in the Court shall
be prepared by the applicant or his attorney and issued


Motions and
summonses.
Form 1.

Title of
proceedings.
Forms 2 & 3.

Written or
printed
proceedings.

Process to be
sealed.

Issue of
summonses.

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from the office of the Registrar. A summons, when sealed,
shall be deemed to be issued. The person obtaining the
summons shall leave in the Registrar’s Office a duplicate
which shall be stamped with the appropriate stamp and
filed.

11. Every order, whether made in Court or in
Chambers, shall be drawn up by the applicant, unless in
any proceeding, or classes of proceedings, the Judge or
Registrar who makes the order shall direct that no order
need be drawn up. Where a direction is given that no order
need be drawn up, the note or memorandum of the order,
signed or initialled by the Judge or the Registrar making
the order, shall be sufficient evidence of the order having
been made.

12. All certified copies of petitions, affidavits,
depositions, papers and writings, or any parts thereof,
required by any liquidator, contributory, creditor, officer of
a company, or other person entitled thereto, shall be
provided by the Registrar, and shall, except as to figures,
be fairly written out at length, and be stamped or sealed
and delivered out without any unnecessary delay, and in
the order in which they have been bespoken.

13. Every person who has been a director or officer
of a Company which is being wound-up shall be entitled,
free of charge, and every contributory and every creditor
whose claim or proof has been admitted, shall be entitled
on payment of the prescribed fee, at all reasonable times, to
inspect the file of proceedings and to take copies or
extracts from any document therein, or be furnished with
such copies or extracts on payment of the prescribed fee.

Service of Process and Enforcement of Orders
14. All notices, summonses, and other documents

other than those of which personal service is required, may
be sent by prepaid post letter to the last known address or
post office box of the person to be served therewith; and
the notice, summons or document shall be considered as
served at the time that the same ought to be delivered in the
ordinary course of post by the post office, and
notwithstanding the same may be returned to the post
office.

Orders.

Certified copies.

Inspection of file.

Service by post.

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15. No service shall be deemed invalid by reason
that the name, or any of the names other than the surname
of the person to be served, has been omitted from the
document containing the person’s name, provided that the
Court is satisfied that in other respects the service of the
document has been sufficient.

16. Every order of the Court made in the exercise of
the powers conferred by the Act and Rules, may be enforced
by the Court as if it were a judgment or order of the Court
made in the exercise of its ordinary jurisdiction.

Petition
17. Every petition shall be in the Form No. 4 or 5 in

the Appendix.
18. A petition shall be presented at the office or

chambers of the Registrar, who shall appoint the time and
place at which the petition is to be heard. Notice of the
time and place appointed for hearing the petition shall be
written on the petition and sealed copies thereof, and the
Registrar may, at any time before the petition has been
advertised, alter the time appointed and fix another time.

19. Every petition shall be advertised seven clear days
before the hearing as follows —

(1) Once at least in the Gazette and once at least in
one newspaper of general circulation published in New
Providence and in such other newspaper (if any) as the
Court may direct.

(2) The advertisement shall state the day on which
the petition was presented, and the name and address of the
petitioner, and of his attorney, and shall contain a note at
the foot thereof, stating that any person who intends to
appear on the hearing of the petition, either to oppose or
support, must send notice of his intention to the petitioner,
or to his attorney, within the time and manner prescribed
by rule 25, and an advertisement of a petition for the
winding-up of a company by the Court which does not
contain such a notice shall be deemed irregular.

And if the petitioner or his attorney does not within
the time hereby prescribed, or within such extended time as
the Registrar may allow, duly advertise the petition in the
manner prescribed by this rule, the appointment of the


Validity of
service.

Enforcement of
Orders.

Form of
petitions.
Forms 4 & 5.

Presentation of
petition.

Advertisement of
petition.
Forms 6 & 6a.

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time and place at which the petition is to be heard shall be
cancelled by the Registrar and the petition shall be
removed from the file, unless the Judge or the Registrar
shall otherwise direct.

20. Every petition shall, unless presented by the
Company, be served upon the Company at the registered
office, if any, of the Company, and if there is no registered
office, then at the principal or last known principal place of
business of the Company, if any such can be found, by
leaving a copy with any member, officer or servant of the
Company there, or in case no such member, officer or
servant can be found there, then by leaving a copy at such
registered office or principal place of business, or by
serving it on such member, officer or servant of the
Company as the Court may direct.

20A. A copy of every petition for the winding up
of a bank or trust company being a licensee under the
Banks and Trust Companies Regulation Act shall be
served by the petitioner or his attorney upon the Central
Bank of The Bahamas (“the Central Bank”) and the
Central Bank shall be entitled to intervene in the
proceedings where, in the opinion of the Central Bank, the
public interest is at risk.

21. Every petition shall be verified by an affidavit
referring thereto. Such affidavit shall be made by the
petitioner, or by one of the petitioners, if more than one,
or, in case the petition is presented by a corporation, by
some person who has been concerned 1n the matter on
behalf of the corporation, and shall be sworn after and
filed within four days after the petition is presented, and
such affidavit shall be sufficient prima facie evidence of the
statements in the petition.

22. Every contributory, or in the case of a petition
for the winding-up of a company every creditor, of the
Company shall be entitled to be furnished by the attorney
of the petitioner with a copy of the petition within 24 hours
after requiring same, on paying the prescribed charge for
such copy.

Service of
petition.
Forms 7 & 9.

Copy of petition
to be served upon
the Central Bank.
S.I. 18/1996.
Ch. 316.

Verification of
petition.
Forms 9 & 10.

Copy of petition
to be furnished to
creditor or
contributory.

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Provisional Liquidator
23. (1) After the presentation of a petition for the

winding-up of a company by the Court, upon the
application of a creditor, or of a contributory, or of the
Company, and upon proof by affidavit of sufficient
ground for the appointment of a Provisional Liquidator,
the Court, if it thinks fit, and upon such terms as in the
opinion of the Court shall be just and necessary, may make
the appointment, and such appointment may be made ex
parte in cases of urgency.

(2) The order appointing the Provisional Liquidator
shall bear the number of the petition, and shall state the
nature and a short description of the property of which the
Provisional Liquidator is ordered to take possession, and
the duties to be performed by the Provisional Liquidator.

(3) Subject to any order of the Court, if no order for
the winding-up of the Company is made upon the petition,
or if an order for the winding-up of the Company on the
petition is rescinded, or if all proceedings on the petition
are stayed, or if an order is made continuing the voluntary
winding-up of the Company subject to the supervision of
the Court, the Provisional Liquidator shall be entitled to
be paid, out of the property of the Company, all the costs,
charges, and expenses properly incurred by him as
Provisional Liquidator, and may retain out of such
property the amounts of such costs, charges, and expenses.

Hearing of Petition and Orders Made thereon
24. After a petition has been presented, the petitioner

or his attorney shall, on a day to be appointed by the
Registrar, attend before the Registrar and satisfy him that
the petition has been duly advertised, that the prescribed
affidavit verifying the statements therein, and the affidavit
of service (if any), have been duly filed, and that the
provisions of the Rules as to petitions have been duly
complied with by the petitioner. No order shall be made on
the petition of any petitioner who has not, prior to the
hearing of the petition, attended before the Registrar at the
time appointed, and satisfied him in manner required by
this Rule.

Appointment of
provisional
liquidator.
Form 11.

Attendance
before hearing to
show compliance
with Rules.

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25. (1) Every person who intends to appear on the
hearing of a petition shall give to the petitioner notice of
his intention in accordance with this Rule.

(2) The notice shall contain the address of the person
intending to appear, shall be signed by him (or by his
attorney) and shall otherwise be in Form No. 12 with such
variations as circumstances may require.

(3) The notice shall be served on or sent by post to
the petitioner or his attorney, at the address stated in the
advertisement of the petition.

(4) The notice shall be served (or if sent by post
shall be posted in such time as in ordinary course of post to
reach the address) not later than four p.m. on the day
before the hearing.

(5) A person who has failed to comply with this rule
shall not, without the special leave of the Court, be allowed
to appear on the hearing of the petition.

(6) For the purposes of this rule “the day before the
hearing” means the day before the day appointed for the
hearing of the petition, and a Friday shall be regarded as
the day before the following Monday.

26. The Petitioner, or his attorney shall prepare a list
of the names and addresses of the persons who have given
notice of their intention to appear on the hearing of the
petition, and of their respective attorneys; such list shall be
in Form 13. On the day appointed for hearing the petition a
fair copy of the list (or if no notice of intention to appear
has been given a statement in writing to that effect) shall be
handed by the petitioner, or his attorney to the Court prior
to the hearing of the petition.

27. (1) Affidavits in opposition to a petition shall be
filed within seven days of the date on which the affidavit
verifying the petition is filed, and notice of the filing of
every affidavit in opposition to such a petition shall be
given to the petitioner or his attorney, on the day on which
the affidavit if filed.

(2) An affidavit in reply to an affidavit filed in
opposition to a petition shall be filed within three days of
the date on which notice of such affidavit is received by the
petitioner or his attorney.

Notice by
Persons who
intend to Appear.
Form 12.

List of names
and addresses of
persons who
appear on the
petition.
Form 13.

Affidavits in
opposition and
reply.

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28. When a petitioner for an order that a company
be wound up by the Court or subject of the supervision of
the Court is not entitled to present a petition, or whether so
entitled or not, where he (1) fails to advertise his petition
within the time prescribed by these Rules or such extended
time as the Registrar may allow or (2) consents to
withdraw his petition, or to allow it to be dismissed, or the
hearing adjourned, or fails to appear in support of his
petition when it is called on in Court on the day originally
fixed for the hearing thereof, or on any day to which the
hearing has been adjourned, or (3) if appearing, does not
apply for an order in the terms of the prayer of his petition,
the Court may, upon such terms as it may think just,
substitute as petitioner any creditor or contributory who in
the opinion of the Court would have a right to present a
petition, and who is desirous of prosecuting the petition.
An order to substitute a petitioner may, where a petitioner
fails to advertise his petition within the time prescribed by
these Rules or consents to withdraw his petition, be made
in Chambers at any time.

Order to Wind Up a Company
29. A copy of every order for winding up a

Company, certified to be a true copy thereof as passed and
entered, shall be left by the petitioner at the Chambers of
the Judge, within ten days after the same shall have been
passed and entered, and in default thereof the Judge may, if
he thinks fit, give the carriage and prosecution of the order
to such person. Upon such copy being left a summons shall
be taken out to proceed with the winding-up of the
Company, and be served upon all parties who may have
appeared upon the hearing of the petition. Upon the return
of such summons, a time shall, if the Judge thinks fit, be
fixed for the appointment of a Liquidator, and for the proof
of debts, and for the list of contributories to be brought in,
and directions may be given as to the advertisements to be
issued for all or any of such purposes, and generally as to
the proceedings and the parties to attend thereon. The
proceedings under the order shall be continued by
adjournment and, when necessary, by further summons,
and any such direction as aforesaid may be given, added to,
or varied, at any subsequent time, as may be found
necessary.

Substitution of
creditor or
contributory for
withdrawing
petitioner.

Proceedings on
Order.
Form 11.

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30. (1) When an order that a Company be wound up,
or for the appointment of a Provisional Liquidator has been
made, the petitioner or his attorney shall cause a
sealed copy of the order to be served upon the Company
by prepaid letter addressed to it at its registered office (if
any) or post office box, or, if there is no registered office, at
its principal place of business or post office box or upon
such other person or persons, or in such other manner as
the Court may direct, and if the order is that the Company
be wound up by the Court, shall within 12 days forward to
the Registrar General a copy of the order, and shall within
21 days cause notice of the order to be gazetted.

(2) An order for the winding-up of a Company
subject to the supervision of the Court shall before the
expiration of 12 days from the date thereof be advertised by
the petitioner, once in the Gazette, and shall be served on
such persons (if any) and in such manner as the Court shall
direct.

Appointment of Liquidator in a Winding-up by the Court
31. The Judge may appoint a person to the office of

Liquidator, without previous advertisement, or notice to
any party, or fix a time and place for the appointment of a
Liquidator and may appoint or reject any person
nominated at such time and place, and appoint any person
not so nominated.

(2) When a time and place are fixed for the
appointment of a Liquidator such time and place shall
be advertised in such manner as the Judge shall direct, so
that the first or only advertisement shall be published
within 14 days and not less than 7 days before the date so
fixed.

(3) Every appointment of a Liquidator shall be
advertised in such manner as the Judge shall direct,
immediately after he has been appointed, and has given
security, if required to do so.

(4) When the Judge shall direct a meeting of the
creditors or contributories of the Company to be
summoned under section 91 or 149 of the Act, the
Registrar shall give notice in writing 7 clear days before
the day appointed for such meeting, to every creditor or
contributory, of the time and place appointed for such
meeting, and of the matter upon which the Judge desires to


Transmission
and
advertisement of
winding-up
order.
Forms 17, 18 &
103(1).

Appointment of
liquidator.
Forms 23, 24, 25,
103(7) & (8).

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ascertain the wishes of the creditors or contributories; or, if
the Judge shall so direct, such notice may be given by
advertisement, in which case the object of the meeting need
not be stated, and it shall not be necessary to insert such
advertisement in the Gazette.

(5) The votes of the creditors or contributories of
the Company at any meeting summoned by the direction of
the Judge, may be given either personally or by proxy; but
no creditor shall appoint a proxy who is not a creditor of
the Company whose debt or claim has been allowed, and
no contributory shall appoint a proxy who is not a
contributory of the Company.

(6) The direction of the Judge for any meeting of
creditors or contributories under section 91 or 149 of the
Act, and the appointment of a person to act as Chairman of
any such meeting, shall be testified by a memorandum
signed by the Registrar.

(7) As soon as possible after the first meetings of
creditors and contributories have been held the Chairman
of the meeting shall report the result of each meeting to the
Court.

(8) Upon the result of the meetings of creditors and
contributories being reported to the court, if there is a
difference between the determinations of the meetings of
the creditors and contributories, the Court shall fix a time
and place for considering the resolutions and determina-
tions (if any) of the meetings, deciding differences, and
making such order as shall be necessary.

(9) When a time and place have been fixed for the
consideration of the resolutions and determinations of the
meetings, such time and place shall be advertised by the
Registrar in such manner as the Court shall direct, but so
that the first or only advertisement shall be published not
less than seven days before the time so fixed.

(10) Upon the consideration of the resolutions and
determinations of the meetings the Court shall hear the
Registrar and any creditor or contributory.

(11) If a Liquidator is appointed the Registrar shall,
as soon as the Liquidator has given security, cause notice
of the appointment to be gazetted. The expense of
gazetting the notice of the appointment shall be paid by
the Liquidator, but may be charged by him on the assets of
the Company.

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(12) Each appointment of a Liquidator shall be
advertised by the Liquidator in such manner as the Court
directs immediately after the appointment has been made,
and the Liquidator has given the required security.

(13) In case of the death, removal, or resignation of a
Liquidator, another shall be appointed in his room, in the
same manner as directed in the case of a first appointment,
and the proceedings for that purpose may be taken by such
party interested as may be authorized by the Judge to take
the same.

Direction or Sanction of the Judge
32. Every application for the sanction of the Judge

to a Company with any contributory or other person
indebted to the Company, shall be supported by the
affidavit of the Liquidator that he has investigated the
affairs of such contributory or person, and stating his
belief that the proposed compromise will be beneficial to
the Company, and his reasons for such belief; and the
sanction of the Judge thereto shall be testified by a
memorandum, signed by the Registrar, on the agreement
of compromise, unless any party shall desire to appeal
from the decision of the Judge, in which case an order shall
be drawn up for that purpose.

33. The direction or sanction of the Judge for any
other proceeding or act to be taken or done by the
Liquidator shall be obtained upon summons, and an order
shall be drawn up thereon, unless the Judge shall otherwise
direct.

Security by Liquidator in a Winding-up by the Court
34. The following provisions as to security by a

Liquidator shall have effect, namely —
(1) The security shall be given to such officers or

persons and in such manner as the Registrar may from
time to time direct.

(2) It shall not be necessary that security shall be
given in each separate winding-up; but security may be given
either specially in a particular winding-up, or generally, to be
available for any winding-up in which the person giving
security may be appointed as Liquidator.

Compromise.

Other cases.

Standing Security
to Registrar.
Form 26.

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(3) The Registrar shall fix the amount and nature of
such security, and may from time to time, as he thinks fit,
either increase or diminish the amount of special or general
security which any person has given.

(4) The cost of furnishing the required security by
the Liquidator, including any premiums which he may pay
to a Guarantee Society, Bank or other such institution, shall
be borne by him personally, or if the Court so determines,
shall be charged against the assets of the Company as an
expense incurred in the winding-up.

35. (1) If a Liquidator fails to give the required
security within the time stated for that purpose in the order
appointing him, or any extension thereof, the Registrar
shall report such failure to the Court, who may thereupon
rescind the order appointing the Liquidator.

(2) If a Liquidator fails to keep up his security the
Registrar shall report such failure to the Court, who may
thereupon remove the Liquidator, and make such order as
to costs as the Court shall think fit.

(3) Where an order is made under this Rule
rescinding an order for the appointment of or removing a
Liquidator, the Court may direct that meetings shall be held
for the purpose of determining whether an application shall
be made to the Court for another Liquidator to be appointed,
and thereupon the same meetings shall be summoned and
the same proceedings may be taken as in the case of a first
appointment of a Liquidator.
Proceedings by or against Directors, Promoters and Officers

36. (1) An application made to the Court under
section 166 of the Act shall be made by a summons
returnable in the first instance in Chambers. The summons
shall state the nature of the declaration or order for which
application is made, and the grounds of the application,
and, unless otherwise ordered, shall be served, in the
manner in which an originating summons is required by
the Rules of the Supreme Court to be served, on every
person against whom an order is sought, not less than
fourteen days before the day named in the summons for
hearing the application. No affidavit shall be filed before
the return of the summons.

Failure to keep
or give up
security.

Applications by
or against
delinquent
Directors,
Officers and
Promoters.

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(2) On the return of the summons the Court may
give such directions as it shall think fit as to whether points
of claim and defence are to be delivered, as to the taking of
evidence wholly or in part by affidavit or orally, as to the
cross-examination either before the Judge on the hearings
in Court or in Chambers of any deponents to affidavits in
support of or in opposition to the application, as to any
report it may require the Liquidator to make and generally
as to the procedure on the summons and for the hearing
thereof.

(3) Where any such order as is mentioned in
paragraph (2) of this Rule has directed that points of
claim and defence shall be delivered then, if subsequently
to such order and before the summons has been set down
for trial or adjourned to the Judge, either party wishes to
apply for any further direction as to any interlocutory
matter or thing he shall give two clear days’ notice in
writing to the other party stating the grounds of the
application. A copy of such notice shall be filed with the
Registrar two clear days before the day for which the
summons is restored.

Collection and Distribution of Assets in a Winding-up by
the Court

37. (1) The duties imposed on the Court by section
98 of the Act in a winding-up by the Court with regard to
the collection of the assets of the Company, and the
application of the assets in discharge of the Company’s
liabilities, shall be discharged by the Liquidator as an
officer of the Court, subject to the control of the Court.

(2) For the purpose of the discharge by the Liquidator
of the duties imposed by section 98 of the Act, and
paragraph (1) of this Rule, the Liquidator in a winding-up
by the Court shall, for the purpose of acquiring or
retaining possession of the property of the Company, be
in the same position as if he were a Receiver of the
property appointed by the Supreme Court, and the Court
may on his application enforce such acquisition or
retention accordingly.

38. The powers conferred on the Court by section
100 of the Act shall be exercised by the Liquidator. Any
contributory for the time being on the list of contribu-
tories, trustee, receiver, banker or agent or officer of a


Collection and
distribution of
Company’s assets
by Liquidator.

Power of
Liquidator to
require delivery
of property.
Form 37.

COMPANIES [CH.308 – 17


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[Original Service 2001] STATUTE LAW OF THE BAHAMAS

Company which is being wound up under order of the
Court shall, on notice from the Liquidator and within such
time as he shall by notice in writing require, pay, deliver,
convey, surrender or transfer to or into the hands of the
Liquidator any money, property, books or papers, which
happen to be in his hands for the time being, and to which
the Company is prima facie entitled.

List of Contributories in a Winding-up by the Court
39. Unless the Court shall dispense with the settle-

ment of a list of contributories, the Liquidator shall with all
convenient speed after his appointment settle a list of
contributories of the Company, and shall appoint a time
and place for that purpose. The list of contributories shall
contain a statement of the address of, and the number of
shares or extent of interest to be attributed to each
contributory, and the amount called up and the amount
paid up in respect of such shares or interest, and shall
distinguish the several classes of contributories. As regards
representative contributories the Liquidator shall, so far as
practicable, observe the requirements of section 99 of the
Act.

40. The Liquidator shall give notice in writing of the
time and place appointed for the settlement of the list of
contributories to every person whom he proposes to
include in the list, and shall state in the notice to each
person in what character and for what number of shares or
interest he proposes to include such person in the list, and
what amount has been called up, and what amount paid up
in respect of such shares or interest.

41. On the day appointed for settlement of the list of
contributories the Liquidator shall hear any person who
objects to being settled as a contributory, and after such
hearing shall finally settle the list, which when settled shall
be the list of contributories of the Company.

42. The Liquidator shall forthwith give notice to
every person whom he has finally placed on the list of
contributories, stating in what character and for what
number of shares or interest he has been placed on the list,
and what amount has been called up, and what amount
paid up in respect of such shares or interest, and in the


Liquidator to
settle list of
Contributories.
Form 38.

Appointment of
time and place
for Settlement of
List.
Forms 39 and 40.

Settlement of List
of
Contributories.
Form 41.

Notice to
Contributories.
Forms 42 and 43.

CH.308 – 18] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

notice he shall inform such person that any application for
the removal of his name from the list, or for a variation of
the list, must be made to the Court by summons within 21
days from the date of the service on the contributory or
alleged contributory of notice of the fact that his name is
settled on the list of contributories.

43. Subject to the power of the Court to extend the
time or to allow an application to be made notwithstanding
the expiration of the time limited for that purpose, no
application to the Court by any person who objects to the
list of contributories as finally settled by the Liquidator
shall be entertained after the expiration of 21 days from the
date of the service on such person of notice of the
settlement of the list.

44. The Liquidator may from time to time vary or
add to the list of contributories, but any such variation or
addition shall be made in the same manner in all respects
as the settlement of the original list.

Calls
45. The powers and duties of the Court in relation to

making calls upon contributories conferred by section 102
of the Act, shall and may be exercised, in a winding-up by
the Court, by the Liquidator as an officer of the Court,
provided he first obtains the leave of the Court.

46. In a winding-up by the Court, an application to
the Court for leave to make any call on the contributories
of a Company, or any of them, for any purpose authorised
by the Act, shall be made by summons stating the
proposed amount of such call, which summons shall be
served four clear days at the least before the day appointed
for making the call on every contributory proposed to be
included in such call; or if the Court so directs, notice of
such intended call may be given by advertisement, without
a separate notice to each contributory.

47. When the Liquidator is authorised by resolution
or order to make a call on the contributories he shall file
with the Registrar a document making the call in the Form
53 in the Appendix.

Applications to
the Court to vary
the list.
Form 44.

Variation of or
addition to List
of
Contributories.
Form 45.

Calls by
liquidator.
Forms 46, 47 and
48.

Application to
the Court for
leave to make a
call.
Forms 49 and 52.

Document
making a call.
Form 53.

COMPANIES [CH.308 – 19


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[Original Service 2001] STATUTE LAW OF THE BAHAMAS

48. When a call has been made by the Liquidator in
a winding-up by the Court, a copy of the order of the Court
(if any), shall forthwith, after the call has been made, be
served upon each of the contributories included in such
call, together with a notice from the Liquidator specifying
the amount or balance due from such contributory in
respect of such call, but such order need not be advertised
unless, for any special reason, the Court so directs.

49. The payment of the amount due from each
contributory on a call may be enforced by order of the
Court, to be made in Chambers on summons by the
Liquidator.

Proofs
50. In a winding-up by the Court every creditor shall

subject as hereinafter provided prove his debt, unless the
Judge in any particular winding-up shall give directions
that any creditors or class of creditors shall be admitted
without proof.

51. A debt may be proved in any winding-up by
delivering or sending through the post to the Liquidator an
affidavit verifying the debt.

52. An affidavit providing a debt may be made by
the creditor himself or by some person authorised by or on
behalf of the creditor. If made by a person so authorised, it
shall state his authority and means of knowledge.

53. An affidavit providing a debt shall contain or
refer to a statement of account showing the particulars of
the debt, and shall specify the vouchers, if any, by which
the same can be substantiated. The Liquidator to whom
the proof is sent may at any time call for the production of
the vouchers.

54. An affidavit proving a debt shall state whether the
creditor is or is not a secured creditor.

55. An affidavit proving a debt may in a winding-up
by the Court be sworn before the Registrar.

56. A creditor shall bear the cost of proving his debt
unless the Court otherwise orders.

Service of notice
of a call.
Forms 48, 52, 54
and 55.

Enforcement of
calls.
Forms 56, 57 and
58.

Proof of Debt.

Mode of Proof.

Verification of
Proof.

Contents of
Proof.
Form 59.

Statement of
security.

Proof: before
whom sworn.

Costs of Proof.

CH.308 – 20] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

57. A creditor proving his debt shall deduct therefrom
(a) any discount which he may have agreed to allow for
payment in cash in excess of five per centum on the net
amount of his claim and (b) all trade discounts.

58. When any rent or other payment falls due at
stated periods, and the order to wind-up is made at any
time other than one of those periods, the persons entitled
to the rent or payment may prove for the proportionate
part thereof up to the date of the winding-up order as if the
rent or payment grew due from day to day. Provided that
where the Liquidator remains in occupation of premises
demised to a Company which is being wound up, nothing
herein contained shall prejudice or affect the right of the
landlord of such premises to claim payment by the
Company, or the Liquidator, or rent during the period
of the Company’s or the Liquidator’s occupation.

59. Where a creditor seeks to prove in respect of a
bill of exchange, promissory note, or other negotiable instru-
ment or security on which the Company is liable, such bill
of exchange, note, instrument, or security must, subject to
any special order of the Court made to the contrary, be
produced to the Liquidator and be marked by him before
the proof can be admitted either for voting or for any
purpose.
Admission and Rejection of Proofs and Preferential Claims

and Appeal to the Court
60. (1) Subject to the provisions of the Act, and

unless otherwise ordered by the Court, the Liquidator, in
any winding-up may from time to time fix a certain day,
which shall not be less than twenty-eight days from the
date of the notice, on or before which the creditors of the
Company are to prove their debts or claims, and to
establish any title they may have to priority under section
159 of the Act, or to be excluded from the benefit of any
distribution made before such debts are proved, or as the
case may be from objecting to such distribution.

(2) The Liquidator shall give notice in writing of the
day so fixed by advertisement in such newspaper as he
shall consider convenient, and to any person who, to his
knowledge, claims to be a creditor of the Company, and
whose claim has not been admitted, by sending the notice
to the last known address or place of abode of such person.

Discount.

Periodical
Payments.

Production of
bills of Exchange
and Promissory
Notes.

Notice to
creditors to
prove.

COMPANIES [CH.308 – 21


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[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(3) All the Rules hereinafter set out as to admission
and rejection of proofs shall apply with the necessary
variations to any such claim to priority as aforesaid.

61. The Liquidator shall examine every proof of
debt lodged with him, and the grounds of the debt and in
writing admit or reject it, in whole or in part, or require
further evidence in support of it. If he rejects a proof he
shall state in writing to the creditor the grounds of
rejection.

62. If a creditor or contributory is dissatisfied with
the decision of the Liquidator in respect of a proof, the Court
may, on the application of the creditor or contributory,
reverse or vary the decision; but, subject to the power of the
Court to extend the time, no application to reverse or vary
the decision of the Liquidator in a winding-up by the Court
rejecting a proof sent to him by a creditor, or person
claiming to be a creditor, shall be entertained, unless notice
of the application is given before the expiration of twenty-
eight days from the date of the service of the notice of
rejection.

63. If the Liquidator thinks that a proof has been
improperly admitted, the Court may, on the application of
the Liquidator, after notice to the creditor who made the
proof, expunge the proof or reduce its amount.

64. The Court may also expunge or vary a proof
upon the application of a creditor or contributory if the
Liquidator declines to interfere in the matter.

65. Every Liquidator in a winding-up shall on the
first day of every six-month period, file with the Registrar
a certified list of all proofs, if any, received by him during
the six months next preceding, distinguishing in such lists
the proofs admitted, those rejected, and such as stand over
for further consideration; and in the case of proofs admitted
or rejected, he shall cause the proofs to be filed with the
Registrar.

66. The Liquidator in a winding-up, shall, within
three days after receiving notice from a creditor of his
intention to appeal against a decision rejecting proof, file
such proof with the Registrar, with a memorandum
thereon of his disallowance thereof.

Examination of
Proof.
Form 61.

Appeal by
Creditor.

Expunging at
instance of
Liquidator.

Expunging at
instance of
Creditor.

Proofs to be
filed.
Form 62.

Procedure where
Creditor appeals.

CH.308 – 22] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

67. Subject to the power of the Court to extend the
time, the Liquidator in a winding-up, within twenty-eight
days after receiving a proof, which has not previously been
dealt with, shall in writing either admit or reject it wholly
or in part, or require further evidence in support of it:

Provided that where the Liquidator has given notice
of his intention to declare a dividend, he shall within
fourteen days after the date mentioned in the notice as the
latest date up to which proofs must be lodged, examine,
and in writing admit or reject, or require further evidence
in support of, every proof which has not been already dealt
with, and shall give notice of his decision rejecting a proof
wholly or in part, to the creditors affected thereby. Where a
creditor’s proof has been admitted the notice of dividend
shall be sufficient notification of the admission.

Dividends in a Winding-up by the Court
68. (1) Not more than two months before declaring a

dividend the Liquidator in a winding-up, shall give notice
of his intention to do so to the Registrar and shall cause
such notice to be gazetted, and shall at the same time give
notice to such of the creditors known to him as have not
proved their debts; such notice shall specify the latest date
up to which proofs must be lodged, which shall not be less
than twenty-eight days from the date of such notice.

(2) Where any creditor, after the date mentioned in
the notice of intention to declare a dividend as the latest
date up to which proofs may be lodged, appeals against the
decision of the Liquidator rejecting proof, notice of appeal
shall, subject to the power of the Court to extend the time
in special cases, be given within twenty-eight days from
the date of the notice of the decision against which the
appeal is made, and the Liquidator may in such case make
provision for the dividend upon such proof, and the
probable cost of such appeal in the event of the proof being
admitted. Where no notice of appeal has been given within
the time specified in this Rule, the Liquidator shall exclude
all proofs which have been rejected from participation in
the dividend.

(3) Immediately after the expiration of the time
fixed by this Rule for appealing against the decision of the
Liquidator he shall proceed to declare a dividend, and shall
give notice to the Registrar (and shall cause the same to be
gazetted), and shall also send a notice of dividend to each
creditor whose proof has been admitted.

Time for dealing
with Proofs by
Liquidator.

Dividends to
creditors.
Forms 63 to 68
and 103(4) & (5).

COMPANIES [CH.308 – 23


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[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(4) If it becomes necessary, in the opinion of the
Liquidator to postpone the declaration of the dividend
beyond the limit of two months, the Liquidator shall give a
fresh notice of his intention to declare a dividend to the
Registrar and shall cause the same to be gazetted: but it
shall not be necessary for the Liquidator to give a fresh
notice to such of the creditors known to him as have not
proved their debts. In all other respects the same procedure
shall follow the fresh notice as would have followed the
original notice.

(5) Upon the declaration of a dividend the Liquidator
shall forthwith transmit to the Registrar a list of the proofs
filed with the Registrar under Rule 65, which list shall be in
the Form 66 or 67 in the Appendix as the case may be.

(6) Dividends may at the request and risk of the
person to whom they are payable be transmitted to him by
post.

(7) If a person to whom dividends are payable
desires that they shall be paid to some other person he may
lodge with the Liquidator a document in the Form 68 in the
Appendix which shall be a sufficient authority for payment
of the dividend to the person therein named.

69. Every order by which the Liquidator in a
winding-up is authorised to make a return to contributories
of the Company shall, unless the Court shall otherwise
direct, contain or have appended thereto a Schedule or List
(which the Liquidator shall prepare), setting out in a
tabular form the full names and addresses of the persons to
whom the return is to be paid, and the amount of money
payable to each person, and particulars of the transfers of
shares (if any) which have been made, or the variations in
the list of contributories which have arisen since the date of
the settlement of the list of contributories, and such other
information as may be requisite to enable the return to be
made. The Schedule or List shall be in the Form 70 in the
Appendix with such variations as circumstances shall
require, and the Liquidator shall send a notice of return to
each contributory.

Proxies in relation to a Winding-up
70. A creditor or a contributory may vote either in

person or by proxy. Where a person is authorised to


Forms 66 and 67

Return of
Capital to
Contributories.
Forms 69, 70 and
103(6).

Proxies.

CH.308 – 24] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

represent a corporation at any meeting of creditors or
contributories such person shall produce to the Liquidator a
copy of the resolution so authorising him. Such copy must
either be under the seal of the corporation or must be
certified to be a true copy by the secretary or a director of
the corporation. The succeeding Rules as to proxies shall
not (unless otherwise directed by the Court) apply to a
Court meeting of creditors or contributories prior to the
first meeting.

71. Every instrument of proxy shall be in accordance
with the appropriate form in the Appendix.

72. General and special forms of proxy shall be sent
to the creditors and contributories with the notice
summoning the meeting, and neither the name nor
description of the Liquidator or any person shall be
printed or inserted in the body of any instrument of proxy
before it is so sent.

73. A creditor or a contributory may give a general
proxy to any person.

74. A creditor or a contributory may give a special
proxy to any person to vote at any specified meeting or
adjournment thereof —

(a) for or against the appointment or continuance in
office of any specified person as Liquidator; and

(b) on all questions relating to any matter other than
those above referred to and arising at the
meeting or on adjournment thereof.

75. Where it appears to the satisfaction of the Court
that any solicitation has been used by or on behalf of a
Liquidator in obtaining proxies or in procuring his
appointment as Liquidator except by the direction of a
meeting of creditors or contributories, the Court if it thinks
fit may order that no remuneration be allowed to the
person by whom or on whose behalf the solicitation was
exercised notwithstanding any resolution of the creditors
or contributories to the contrary.

76. A creditor or a contributory in a winding-up may
appoint the Liquidator as his general or special proxy.

77. (1) In every case a proxy shall be lodged with the
Liquidator in a winding-up, not later than four o’clock in


Form of Proxies.
Forms 80 & 81.

Forms of Proxy
to be sent with
notices.

General Proxies.

Special Proxies.

Solicitation by
Liquidator to
obtain Proxies.

Proxies to
Liquidator.

Proxies.
Forms 80 & 81.

COMPANIES [CH.308 – 25


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[Original Service 2001] STATUTE LAW OF THE BAHAMAS

the afternoon of the day before the meeting or adjourned
meeting at which it is to be used.

(2) No person shall be appointed as a general or
special proxy who is a minor.

78. Where a Liquidator who holds any proxies
cannot attend the meeting for which they are given, he may,
in writing, depute some person under his official control to
use the proxies on his behalf and in such manner as he may
direct.

79. The proxy of a creditor blind or incapable of
writing may be accepted if such creditor has attached his
signature or mark thereto in the presence of a witness, who
shall add to his signature his description and residence:

Provided that such witness shall have certified at the
foot of the proxy that all insertions have been made at the
request and in the presence of the creditor before he
attached his signature or mark.

Attendance and Appearance of Parties
80. (1) Every person for the time being on the list of

contributories of the Company, and every person whose
proof has been admitted shall be at liberty, at his own
expense, to attend proceedings, and shall be entitled, upon
payment of the cost occasioned thereby, to have notice of
all such proceedings as he shall by written request desire to
have notice of. If the Court shall be of opinion that the
attendance of any such person upon any proceedings has
occasioned any additional costs which ought not to be
borne by the funds of the Company, it may direct such
costs, or a gross sum in lieu thereof, to be paid by such
person who shall not be entitled to attend any further
proceedings until he has paid the same.

(2) The Court may from time to time appoint any
one or more of the creditors or contributories to represent
before the Court, at the expense of the Company, all or
any class of the creditors or contributories, upon any
question or in relation to any proceedings before the
Court, and may remove the person appointed. If more
than one person is appointed under this Rule to represent
one class, the persons appointed shall employ the same
attorney to represent them.

Use of Proxies by
Deputy.
Form 78.

Filling in where
Creditor blind or
incapable.

Attendance at
proceedings.

CH.308 – 26] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

Liquidator
81. The Liquidator shall not, while acting as Liqui-

dator, except by leave of the Court, either directly or
indirectly, by himself or any employer, partner, clerk,
agent, or servant, become purchaser of any part of the
Company’s assets. Any such purchase made contrary to
the provisions of this Rule may be set aside by the Court
on the application of any creditor or contributory in any
winding-up, and the Court may make such order as to
costs as the Court shall think fit.

82. Where the Liquidator carries on the business of
the Company, he shall not, without the express sanction of
the Court, purchase goods for the carrying on of such
business from any person whose connection with him is of
such a nature as would result in his obtaining any portion
of the profit (if any) arising out of the transaction.

83. In any case in which the sanction of the Court is
obtained under the last preceding Rule, the cost of
obtaining such sanction shall be borne by the person in
whose interest such sanction is obtained, and shall not be
payable out of the Company’s assets.

Investment of Funds
84. In any winding-up, if a case has in the opinion

of the Liquidator arisen for an investment of funds of the
Company or a sale of securities in which the Company’s
funds have been vested, the Liquidator may invest the
funds on deposit at interest with a bank or otherwise, or
sell the whole or any part of the said funds and securities.

Accounts and Audit in a Winding-up by the Court
85. (1) Where a Liquidator carries on the business of

the Company, he shall keep a distinct account of the
trading, and shall incorporate in the Cash Book the total
monthly amounts of the receipts and payments on such
trading account.

(2) The trading account shall from time to time, and
not less than once in every six months, be verified by
affidavit, and the Liquidator shall thereupon submit such
account to the Registrar.

Dealings with
assets.

Restriction on
purchase of
goods by
Liquidator.

Cost of obtaining
sanction of court.

Investment of
assets in
securities and
realisation of
securities.
Forms 84 & 85.

Liquidator
carrying on
business.
Forms 88 & 89.

COMPANIES [CH.308 – 27


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[Original Service 2001] STATUTE LAW OF THE BAHAMAS

86. (1) The Liquidator shall prepare a summary of
the accounts of a Company at the expiration of six months
from the date of the winding-up order, and at the
expiration of every succeeding six months until his release,
and shall, subject to any dispensation granted by the Court
send a printed copy of that summary by post to every
creditor and contributory.

(2) The cost of printing and posting such copy shall be
a charge upon the assets of the Company.

87. Where property forming part of a Company’s
assets is sold by the Liquidator through an auctioneer or
other agent, the gross proceeds of the sale shall be paid
over by such auctioneer or agent, and the charges and
expenses connected with the sale shall afterwards be paid
to such auctioneer or agent, on the production of the
necessary certificate of the taxing officer. Every Liquidator
by whom such auctioneer or agent is employed shall,
unless the Court otherwise orders, be accountable for the
proceeds of every such sale.
Release and Resignation of Liquidator in a Winding-up by

the Court
88. (1) When the Liquidator of a Company which is

being wound up has realised all the property of the
Company, or so much thereof as can, in his opinion, be
realised without needlessly protracting the liquidation, and
has distributed a final dividend, if any, to the creditors,
and adjusted the rights of the contributories among
themselves, and made a final return, if any, to the Court,
or has resigned, or has been removed from his office, the
Court shall, on his application, take into consideration the
report and any objection which may be urged by any
creditor or contributory or person interested against the
release of the Liquidator, and shall either grant or
withhold the release accordingly.

(2) Where the release of a Liquidator is withheld,
the Court may, on the application of any creditor or
contributory or person interested, make such order as it
thinks just, charging the Liquidator with the consequences
of any act or default which he may have done or made
contrary to his duty.

Summary of
accounts.

Expenses of
Sales.

Release of
Liquidators.

CH.308 – 28] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(3) An order of the Court releasing the Liquidator
shall discharge him from all liability in respect of any act
done or default made by him in the administration of the
affairs of the Company or otherwise in relation to his
conduct as Liquidator, but any such order may be revoked
on proof that it was obtained by fraud or by suppression
or concealment of any material fact.

(4) Where the Liquidator has not previously resigned
or been removed, his release shall operate as a removal of
him from his office.

89. (1) A Liquidator in a winding-up by the Court,
before making application to the Court for his release,
shall give notice of his intention so to do to all the creditors
who have proved their debts, and to all the contributories,
and shall send with the notice a summary of all receipts
and payments in the winding-up.

(2) When the Court has granted to a Liquidator his
release, a notice of the order granting the release shall be
gazetted.

90. (1) Upon a Liquidator resigning or being released
or removed from his office, he shall deliver over to the
Registrar or, as the case may be, to the new Liquidator, all
books kept by him, and all other books, documents, papers
and accounts in his possession relating to the office of
Liquidator. The release of a Liquidator shall not take
effect unless and until he has delivered over to the
Registrar or, as the case may be, to the new Liquidator,
all the books, documents, papers and accounts which he is
by this Rule required to deliver on his release.

Disposal of Books.
(2) The Registrar may, at any time during the

progress of the liquidation, on the application of the
Liquidator, direct that such of the books, papers and
documents of the Company or of the Liquidator as are no
longer required for the purpose of the liquidation may be
sold, destroyed or otherwise disposed of.

Taxation of Costs
91. Every attorney, manager, accountant, auctioneer,

broker or other person employed by a Liquidator in a
winding-up shall, on request by the Liquidator (to be made
a sufficient time before the declaration of a dividend),
deliver his bill of costs or charges to the Liquidator for the


Proceedings for
the release of
Liquidator.
Forms 98 to 100
& 103(9).

Proceedings on
resignation, etc.,
of Liquidator.

Taxation of costs
payable by or to
Registrar or
Liquidator or by
Company.
Form 90.

COMPANIES [CH.308 – 29


–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

purpose of taxation and, if he fails to do so within the time
stated in the request, or such extended time as the Court
may allow, the Liquidator shall declare and distribute the
dividend without regard to such person’s claim, and
subject to any order of the Court the claim shall be
forfeited. The request by the Liquidator shall be in Form
No. 90 in the Appendix.

92. Where a bill of costs or charges in any winding-
up has been lodged with the Taxing Officer, he shall give
notice of an appointment to take the same to the person to
or by whom the bill or charges is or are to be paid, as the
case may be.

93. The bill or charges, if incurred in a winding-up
by the Court prior to the appointment of a Liquidator, shall
be lodged with the Registrar, and if incurred after the
appointment of a Liquidator, shall be lodged with the
Liquidator. The Liquidator shall lodge the bill or charges
with the Taxing Officer.

94. Every person whose bill or charges is or are to
be taxed shall, on application either of the Registrar or the
Liquidator, furnish a copy of his bill or charges so to be
taxed.

95. Where any party to, or person affected by, any
proceeding desires to make application for an order that he
be allowed his costs, or any part of them, incidental to such
proceedings, and such application is not made at the time
of the proceeding —

(1) Such party or person shall serve notice of his
intended application to the Liquidator.

(2) The Liquidator may appear on such application
and object thereto.

(3) No costs of or incidental to such application shall
be allowed to the applicant, unless the Court is satisfied
that the application could not have been made at the time
of the proceeding.

96. (1) Except as otherwise provided in the Act or in
the Rules, every bill of costs, charges or expenses shall be
taxed as if it were a bill of costs arising out of proceedings
in or before the Court under its ordinary jurisdiction:

Provided that, if the judge sees fit he may fix a gross
sum in lieu of taxed costs.

Notice of
Appointment.

Lodgement of
Bill.

Notice of
Appointment.

Copy of the Bill
to be furnished.

Applications for
Taxation.

CH.308 – 30] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(2) Upon taxation being completed the Registrar shall
issue to the person presenting the bill for taxation a
certificate of taxation.

97. Where the bill or charges of any attorney,
manager, accountant, auctioneer, broker or other person
employed by a Liquidator, is or are payable out of the
assets of the Company, a certificate in writing, signed by
the Liquidator, shall on the taxation be produced to the
Taxing Officer setting forth whether any, and if so what,
special terms of remuneration have been agreed to.

98. (1) The assets of a Company in a winding-up by
the Court remaining after payment of the fees and
expenses properly incurred in preserving, realising or
getting in the assets, including where the Company has
previously commenced to be wound up voluntarily such
remuneration, costs and expenses as the Court may allow
to a Liquidator appointed in such voluntary winding-up
shall, subject to any order of the Court, be liable to the
following payments, which shall be made in the following
order of priority, namely —

First — The taxed costs of the petition, including the
taxed costs of any person appearing on the
petition whose costs are allowed by the
Court.

Next — The necessary disbursements of any Liqui-
dator appointed in the winding-up by the
Court, other than expenses properly incurred
in preserving, realising or getting in the
assets heretofore provided for.

Next — The costs of any person properly employed
by any such Liquidator.

Next — The remuneration of any such Liquidator.
(2) No payments in respect of bills of costs, charges or

expenses of attorneys, managers, accountants, auctioneers,
brokers or other persons, other than payments for costs,
charges or expenses fixed or allowed by the Court under
the Act or the Rules, shall be allowed out of the assets of
the Company unless they have been duly taxed and
allowed by the Taxing Officer. The Taxing Officer shall,
before passing the bill of costs, charges or expenses of an
attorney satisfy himself that the appointment of an
attorney to assist the Liquidator in the performance of
his duties has been duly sanctioned.

Certificate of
Employment.

Certificate of
Employment.

COMPANIES [CH.308 – 31


–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(3) Nothing contained in this Rule shall apply to or
affect costs which, in the course of legal proceedings by or
against a Company which is being wound up by the Court,
are ordered by the Judge to be paid by the Company or the
Liquidator, or the rights of the person to whom such costs
are payable.

Miscellaneous Matters
99. The Court may, in any case in which it shall see

fit, extend, enlarge, or abridge the time appointed by the
Rules or fixed by any order of the Court for doing any act
or taking any proceedings.

100. (1) No proceedings under the Act or the Rules
shall be invalidated by any formal defect or by any
irregularity, unless the Court before which an objection is
made to the proceedings is of opinion that substantial
injustice has been caused by the defect or irregularity and
that the injustice cannot be remedied by any order of that
Court.

(2) No defect or irregularity in the appointment or
election of a Liquidator shall vitiate any act done by him in
good faith.

101. In all proceedings in or before the Court, or any
Judge, Registrar or Officer thereof, or over which the Court
has jurisdiction under the Act and Rules, where no other
provision is made by the Act or Rules, the practice,
procedure and regulations shall, unless the Court other-
wise in any special case directs, be in accordance with the
Rules and practice of the Supreme Court.

COMPANIES (REGISTRATION OF FOREIGN
COMPANY FEE) ORDER, 1992

(SECTION 182(2))
[Commencement 30th November, 1992]

1. This Order may be cited as the Companies
(Registration of Foreign Company Fee) Order, 1992.

2. The fee payable for registration of a foreign
company under the Companies Act, 1992 shall be $50.00.


Enlargement or
Abridgement of
Time.

Formal Defect
not to Invalidate
Proceedings.

Application of
Existing
Procedure.

S.I. 96/1992

Citation.

Fee payable for
registration of
foreign company.
Ch. 308.
Read Entire Law on laws.bahamas.gov.bs