### Co-operative Societies Ordinance 《合作社條例》

42. Liquidator’s power
(1) A liquidator appointed under section 41 shall, subject to the guidance and control of the Registrar and to any limitations imposed by the Registrar by order under section 43, have power to—
(a) determine from time to time the contribution to be made by members and past members or by the estates of deceased members of the society to its assets;
(b) appoint a day by notice before which creditors whose claims are not already recorded in the books of the society shall state their claims for admission or to be excluded from any distribution made before they have proved them;
(c) decide any question of priority which arises between creditors;
(d) refer disputes to arbitration and institute and defend suits and other legal proceedings on behalf of the society by his name or office;
(e) decide by what persons and in what proportions the costs of liquidation are to be borne;
(f) give such directions in regard to the collection and distribution of assets as may be necessary in the course of winding up the society;
(g) compromise any claim by or against the society provided the sanction of the Registrar has first been obtained;
(h) call such general meetings of members as may be necessary for the proper conduct of the liquidation;
(i) take possession of the books, documents and assets of the society;
(j) sell the property of the society;
(k) carry on the business of the society so far as may be necessary for winding it up beneficially:
Provided that nothing herein contained shall entitle the liquidator of a credit society to issue any loan; and
(l) arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the Registrar.
(2) Subject to such rules as may be made in this behalf, any liquidator appointed under this Ordinance shall in so far as such powers are necessary for carrying out the purposes of this section, have power to summon and enforce the attendance of parties and witnesses and to compel the production of documents by the same means and (so far as may be) in the manner as is provided in the case of a magistrate.

### Co-operative Societies Ordinance 《合作社條例》

43. Power of Registrar to control liquidation
A liquidator shall exercise his powers subject to the control and revision of the Registrar, who may—
(a) rescind or vary any order made by a liquidator and make whatever new order is required;
(b) remove a liquidator from office;
(c) call for all books, documents and assets of the society;
(d) by order in writing limit the powers of a liquidator under section 42;
(e) require accounts to be rendered to him by the liquidator;
(f) procure the auditing of the liquidator’s accounts and authorize the distribution of the assets of the society;
(g) make an order for the remuneration of the liquidator; or
(h) refer any subject of dispute between a liquidator and any third party to arbitration if that party shall have consented in writing to be bound by the decision of the arbitrator.

44. Enforcement of order
(1) The decision of an arbitrator on any matter referred to him under section 43 shall be binding upon the parties, and shall be enforceable in like manner as an order made by the Registrar under that section.
(2) An order made by a liquidator or by the Registrar under section 42 or 43 shall be enforced by any civil court having jurisdiction over the place where the registered office of the society is situate in like manner as a decree of that court.

45. Limitation of the jurisdiction of the civil court
Save in so far as is hereinbefore expressly provided, no civil court shall have any jurisdiction in respect of any matter concerned with the dissolution of a registered society under this Ordinance.

46. Closure of liquidation
(1) In the liquidation of a society whose registration has been cancelled, the funds, including the reserve fund, shall be applied first to the costs of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital and then, provided the by-laws of the society permit, to the payment of a dividend at a rate not exceeding ten per cent per annum for any period for which no disposal of profits was made.
(2) When the liquidation of a society has been closed and any creditor of that society has not claimed or received what is due to him under the scheme of distribution, notice of the closing of the liquidation shall be published in the Gazette; and, all claims against the funds of the society liquidated shall be proscribed when two years have elapsed from the date of the publication of the Gazette notice.
(3) Any surplus remaining after the application of the funds to the purposes specified in subsection (1) and the payment of any claims for which an action is instituted under subsection (2) shall be available for use by the Registrar for any co-operative purpose at his discretion.

### Co-operative Societies Ordinance 《合作社條例》

47. Power of Registrar to surcharge officers, etc., of a registered society
(1) Where, in the course of the winding up of a registered society it appears that any person who has taken part in the organization or management of such society or any past or present officer of the society has misapplied or retained or become liable or accountable for any money or property of such society or has been guilty of misfeasance or breach of trust in relation to such society, the Registrar may, on the application of the liquidator or of any creditor or contributory, examine into the conduct of such person and make an order requiring him to repay or restore the money or property or any part thereof with interest at such rate as the Registrar thinks just or to contribute such sum to the assets of such society by way of compensation in regard to the misapplication, retainer, dishonesty or breach of trust as the Registrar thinks fit.
(2) This section shall apply notwithstanding that the act is one for which the offender may be criminally responsible.

48. Appeal to Chief Executive
Any person aggrieved by any order of the Registrar made under section 47 may appeal to the Chief Executive within twenty-one days from the date of such order and the decision of the Chief Executive shall be final and conclusive.
(Amended 61 of 2000 s. 3)