Insolvency Act · 2022 Revised Edition · Chapter X
178. Fraud etc. in anticipation of winding up
Official textFrom Attorney General's Chambers, unchanged
When a company is ordered to be wound up by the Court, or passes a resolution for voluntary winding up, any person, being a past or present officer of the company, is deemed to have committed an offence if, within the 12 months immediately preceding the commencement of the winding up, he has —
company
“company” means a company incorporated or registered under the Companies Act;
concealed any part of the company’s property to the value of
$200 or more, or concealed any debt due to or from the company;
fraudulently removed any part of the company’s property to the value of $200 or more;
concealed, destroyed, mutilated or falsified any book and paper affecting or relating to the company’s property or affairs;
made any false entry in any book and paper affecting or relating to the company’s property or affairs;
fraudulently parted with, altered or made any omission in any document affecting or relating to the company’s property or affairs; or
pawned, pledged or disposed of any property of the company which has been obtained on credit and has not been paid for
(unless the pawning, pledging or disposal was in the ordinary way of the company’s business).
Such a person is deemed to have committed an offence if within the period mentioned in subsection (1), he has been privy to the doing by others of any of the things mentioned in subsection (1)(c), (d) and (e); and he
Insolvency 142
insolvency
“insolvency”, in relation to a company, includes the approval of a voluntary arrangement or the appointment of a judicial manager;
commits an offence if, at any time after the commencement of the winding up, he does any of the things mentioned in subsection (1)(a) to (f), or is privy to the doing by others of any of the things mentioned in subsection (1)(c)
to (e).
It is a defence —
for a person charged under subsection (1)(a) or (f) (or under subsection (2) in respect of the things mentioned in either of those two paragraphs) to prove that he had no intent to defraud; and
for a person charged under subsection (1)(c) or (d) (or under subsection (2) in respect of the things mentioned in either of those two paragraphs) to prove that he had no intent to conceal the state of affairs of the company or to defeat the law.
Where a person pawns, pledges or disposes of any property in circumstances which amount to an offence under subsection (1)(f), every person who takes in pawn or pledge, or otherwise receives, the property knowing it to be pawned, pledged or disposed of in such circumstances, is guilty of an offence.
property
“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.
A person guilty of an offence under this section is liable on conviction to a fine not exceeding $10,000, imprisonment for a term not exceeding 2 years or both.
The money sums specified in subsection (1)(a) and (b) are subject to increase or reduction by order under section 236.
Terms defined in s 3
company
Defined · s 3“company” means a company incorporated or registered under the Companies Act;
Court
Defined · s 3“Court”, in relation to a company, means a court having jurisdiction to wind up the company;
document
Defined · s 3“document” includes summons, notice, order and other legal process, and registers;
insolvency
Defined · s 3“insolvency”, in relation to a company, includes the approval of a voluntary arrangement or the appointment of a judicial manager;
property
Defined · s 3“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.
resolution for voluntary winding up
Defined · s 3“resolution for voluntary winding up” means a resolution passed under section 66(1)(a) or (b);
Part