1.I am a director and minority shareholder of a company. The majority shareholders of the company have continued to exclude me from the management of the company. Can I present a winding-up petition?
Yes. In this kind of situation, the usual grounds for winding-up are that the affairs of the company are being, or have been, conducted in a manner unfairly prejudicial to the interests of part of the members/shareholders (section 168A of the Companies Ordinance) and it is just and equitable ( fair and reasonable) for the company to be wound up (section 177(1)(f) of the Companies Ordinance).
2.I just found out that another creditor has already presented a petition against the company. Should I nevertheless present another petition? If not, what are my options?
Since a winding-up order will operate in favour of all creditors, you may leave the petition to the present petitioner without further participation before the winding-up order is made.
Alternatively, if the court hearing of the petition has not yet commenced, you may issue a notice in Form 10 to the present petitioner and appear at the hearing to support the petition. The advantage of appearing as a supporting creditor is that if the petitioner decides to withdraw or have the petition dismissed (because of having reached a compromise with the Company), you will be able to "substitute" as the petitioner and continue pursuing the petition yourself.
3.My company has received a written demand from an alleged creditor requiring us to pay them within 21 days. We strenuously deny that our company is indebted to the alleged creditor. Is there anything our company can do to protect its interest?
You may send a letter to that creditor disputing the debt and request him to withdraw the demand. Furthermore, you can apply to the Court to set aside the demand (i.e. to make it invalid).
4.We have written to the creditor who served a written demand on us asking him to withdraw the demand but there is no reply from him. 21 days have passed and we fear that a petition may be presented at any moment. What are the company's options?
You can apply to the Court for an injunction restraining the creditor from presenting a petition. However, you must have substantial grounds, and be able to show that there is a genuine dispute against the claim before an injunction will be granted.
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