Insolvency Act · 2022 Revised Edition · Chapter V
91. Acceptance of shares etc. as consideration for sale of property of company
Official textFrom Attorney General's Chambers, unchanged
This section applies, in the case of a company proposed to be, or being, wound up voluntarily, where the whole or part of the business or property of the company is proposed to be transferred or sold —
company
“company” means a company incorporated or registered under the Companies Act;
to another company (the transferee company), whether or not the latter is a company registered under the Companies Act
(Chapter 39); or
to a limited liability partnership (the transferee limited liability partnership).
Insolvency
With the requisite sanction, the liquidator of the company being, or proposed to be, wound up (the transferor company) may receive, in compensation or part compensation for the transfer or sale —
in the case of the transferee company, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company; or
in the case of the transferee limited liability partnership, membership in the transferee limited liability partnership for distribution among the members of the transferor company.
The sanction requisite under subsection (2) is —
in the case of a members’ voluntary winding up, that of a special resolution of the company, conferring a general authority on the liquidator or an authority in respect of any particular arrangement;
and
in the case of a creditors’ voluntary winding up, that of the
Court or liquidation committee.
Instead of subsection (2), the liquidator may (with that sanction)
enter into any other arrangement whereby the members of the transferor company may —
in the case of the transferee company, in lieu of receiving cash, shares, policies or other like interests, or in addition thereto, participate in the profits of, or receive any other benefit from, the transferee company; or
in the case of the transferee limited liability partnership, in lieu of receiving cash or membership, or in addition thereto, participate in some other way in the profits of, or receive any other benefit from, the transferee limited liability partnership.
A sale or arrangement in pursuance of this section is binding on members of the transferor company.
A special resolution is not invalid for purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators; but, if an order is made within a
resolution for voluntary winding up
“resolution for voluntary winding up” means a resolution passed under section 66(1)(a) or (b);
Insolvency 86
insolvency
“insolvency”, in relation to a company, includes the approval of a voluntary arrangement or the appointment of a judicial manager;
year for winding up the company by the Court, the special resolution is not valid unless sanctioned by the Court.
Court
“Court”, in relation to a company, means a court having jurisdiction to wind up the company;
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;
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);
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