Insolvency Act

This Act may be cited as the Insolvency Act.

Different dates may be appointed for different provisions of this

Subject to subsection (2), this Act binds the Government so far as affecting or relating to the following matters —

For the avoidance of doubt, this Act shall be read subject to

In this Act, unless the context otherwise requires —

“agent” does not include a person’s counsel acting as such;

“articles” has the meaning assigned to it in the Companies Act

(Chapter 39);

“books and papers” include accounts, deeds, writing and documents;

“chattels leasing agreement” means an agreement for the bailment of goods which is capable of subsisting for more than 3 months;

“company” means a company incorporated or registered under the

Companies Act (Chapter 39);

“contributory” has the meaning assigned to it in section 61;

“corporation” has the meaning assigned to it in the Companies Act

(Chapter 39);

“Court”, in relation to a company, means a court having jurisdiction to wind up the company;

“director” has the meaning assigned to it in the Companies Act

(Chapter 39);

“document” includes summons, notice, order and other legal process, and registers;

“Executive Manager” means a person appointed as such under section 230(1);

“floating charge” means a charge which, as created, was a floating charge, and includes a floating charge within the Companies Act

(Chapter 39);

“hire-purchase agreement” has the meaning assigned to it in the Hire-Purchase Order, 2006 (S 44/2006);

“insolvency”, in relation to a company, includes the approval of a voluntary arrangement or the appointment of a judicial manager;

“memorandum” has the meaning assigned to it in the Companies Act

(Chapter 39);

“Minister” means the Minister of Finance and Economy;

Insolvency

“officer” has the meaning assigned to it in the Companies Act

(Chapter 39);

“property”, in relation to a company, includes money, goods, things in action and every description of property, whether real or personal, and whether in Brunei Darussalam or elsewhere, and also obligations and every description of interest whether present or future or vested or contingent arising out of, or incidental to, property.

“Registrar” has the meaning assigned to it in the Companies Act

(Chapter 39);

“resolution for voluntary winding up” means a resolution passed under section 66(1)(a) or (b);

“retention of title agreement” means an agreement for the sale of goods to a company, being an agreement —

which does not constitute a charge on the goods; but

under which, if the seller is not paid and the company is wound up, the seller will have priority over all other creditors of the company as respects the goods or any property representing the goods;

For the purposes of this Act, a company goes into liquidation if —

it passes a resolution for voluntary winding up; or

an order for its winding up is made by the Court at a time when it has not already gone into liquidation by passing a resolution for voluntary winding up.

For the purposes of this Act, a person is connected with a company if —

he is a director of the company or an associate of such director; or

he is an associate of the company.

For the purposes of this Act, any question whether a person is an associate of another person shall be determined in accordance with this section.

A person is an associate of an individual if that person is the individual’s spouse, or is a relative, or the spouse of a relative of the individual or his spouse.

A person is an associate of an individual with whom he is in partnership, and of the spouse or a relative of any individual with whom he is in partnership.

A person is an associate of an individual whom he employs or by whom he is employed and for this purpose, any director or other officer of a company shall be treated as employed by that company.

A person in his capacity as trustee of a trust is an associate of an individual if the beneficiaries of the trust include, or the terms of the trust confer a power that may be exercised for the benefit of, that individual or an associate of that individual.

A company is an associate of an individual if that individual has control of it or if that individual and persons who are his associates together have control of it.

For the purposes of this section, a person is a relative of an individual if he is that individual’s brother, sister, uncle, aunt, nephew, niece, lineal ancestor or lineal descendant, treating —

References in this section to a spouse shall include a former spouse.

For the purposes of this section, an individual shall be taken to have control of a company if —

In this section, “company” includes any body corporate (whether incorporated in Brunei Darussalam or elsewhere); and references to directors and other officers of a company and to voting power at any general meeting of a company shall have effect with any necessary modifications.

For the purposes of this Act, a person who is not a member of a company but to whom shares in the company have been transferred, or transmitted by operation of law, is to be regarded as a member of the company, and references to a member or members are to be read accordingly.

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