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As enacted
Contents

Part XII · Winding Up

373. Interpretation in relation to preferences &

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

In sections 367 and 369 “transaction” in relation to a company, includes—

(a)

a conveyance or transfer or any other disposition of property by the company;

(b)

the giving of a security or charge over the property of the company;

(c)

the incurring of an obligation by the company;

(d)

the acceptance by the company of execution under a judicial proceeding;

(e)

the payment of money by the company including the payment of money under a judgment or order of a court.

(2)

For the purposes of sections 367, 368 and 369

“specified period” means—

(a)

in the case of a transaction entered into with or a charge granted to a connected person—

(i)

the period of two years before the commencement of the winding up; and

(ii)

in the case of a company that is being wound up by the court, the period of two years before the filing of the petition in the court, together with the period commencing on the date of the filing of that petition and ending on the date on which the order of the court was made;

(b)

in any other case—

(i)

the period of one year before the commencement of the winding up; and

(ii)

in the case of a company that is being wound up by the court, the period of one year before the filing of the petition in the court, together with the period commencing on the date of the filing of that petition and ending on the date on which the order of the court was made.

(3)

For purposes of subsection (4) and of section 367, a person is a “connected person”, if that person is—

(a)

a person who was at the time of the transaction, a director of the company or a nominee or relative of or a trustee for, or a trustee for a relative of, a director of the company;

(b)

a person or a relative of a person, who at the time of the transaction, had control of the company;

(c)

another company that was at the time of the transaction, controlled by a director of the company or a nominee or relative of or a trustee for, or a trustee for a relative of, a director of the company;

(d)

another company that was at the time of the transaction, a related company.

(4)

For the purposes of sections 367, 368 and 369

“restricted period” means—

(a)

the period of one moth before the commencement of the winding up; and

(b)

in the case of a company that is being wound up by the court, the period of one month before the filing of the petition in the court together with the period commencing on the date of the filing of that petition and ending on the date on which the order of the court was made.

MALPRACTICE BEFORE WINDING UP AND LIABILITY OF OFFICERS

Part XIII

Administrators Appointment of Administrator

Part XIV

Floating Charges

Part XV

Receivers and Managers

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Part XVII

Application of Act to Existing Companies

Part XVIII

Overseas Companies

Part XIX

Advisory Commission

Part XX

Companies Disputes Board

Part XXI

Offences Miscellaneous Offences

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Part XXIII

Repeals and Amendments

Schedules