All sections · Part XVII: Striking Off, Winding Up And Dissolution · Sub-Part II: Voluntary Winding Up of Solvent Company
282 自愿解决计划
(1) 如果根据本款建议任命一名清算人或两名或多名联合清算人，公司的董事应批准一项自愿清盘计划------。
(a) 证明该实体现在和将来有能力支付、兑现或全额支付其所有到期的债务、负债和义务，其资产价值等于或超过其负债；和
(b) 规格 -
(i) 公司解散的原因。
(i) 其对清算企业所需时间的估计。
(iii) 是否授权清算人在他认为合适的情况下开展公司的业务；或
(iv) 每个被任命为清算人的人的姓名和地址；以及
(v) 一旦公司事务按照本款规定完全清算，清算人是否需要向所有成员发送由清算人编写或准备的关于清算、其行为和交易的账目，包括支付或收到的金额和公司资产处置的细节。
(2) 董事在根据第(1)(a)款提交自愿清算计划的清偿能力证明时，如果没有合理的理由相信公司现在和将来有能力完全支付、解除或履行其到期的债务、负债和义务，即构成犯罪，一经定罪，可处以不超过10.000美元的罚款。
(a) 证明该实体现在和将来有能力支付、兑现或全额支付其所有到期的债务、负债和义务，其资产价值等于或超过其负债；和
(b) 规格 -
(i) 公司解散的原因。
(i) 其对清算企业所需时间的估计。
(iii) 是否授权清算人在他认为合适的情况下开展公司的业务；或
(iv) 每个被任命为清算人的人的姓名和地址；以及
(v) 一旦公司事务按照本款规定完全清算，清算人是否需要向所有成员发送由清算人编写或准备的关于清算、其行为和交易的账目，包括支付或收到的金额和公司资产处置的细节。
(2) 董事在根据第(1)(a)款提交自愿清算计划的清偿能力证明时，如果没有合理的理由相信公司现在和将来有能力完全支付、解除或履行其到期的债务、负债和义务，即构成犯罪，一经定罪，可处以不超过10.000美元的罚款。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Voluntary winding up plan
(1) Where it is proposed to appoint a liquidator or two or more joint
liquidators under this Sub-Part, the directors of the company shall
approve a voluntary winding up plan —
(a) which certifies that the company is and will continue to be able
to discharge, pay or provide for the payment of all its debts,
liabilities and obligations in full as they fall due and the value
of its assets equals or exceeds its liabilities; and
(b) stating —
(i) the reasons for the winding up of the company;
(ii) their estimate of the time required to wind up the
company;
(iii) whether or not the liquidator is to be authorised to carry
on the business of the company if he determines that to
do so would be necessary or in the best interests of the
creditors or members of the company;
(iv) the name and address of each individual to be appointed
as liquidator; and
(v) whether or not, once the company‘s affairs are fully
wound up pursuant to this Sub-Part, the liquidator is
required to send to all members a statement of account of
the winding up prepared or caused to be prepared by the
liquidator in respect of the winding up, his actions and
transactions, including details of any sums paid or
received and of disposal of the company‘s property.
(2) A director making a certification of solvency in a voluntary winding up
plan under subsection 1(a) without having reasonable grounds for the
opinion that the company is and will continue to be able to discharge, pay
or provide for its debts, liabilities and obligations in full as they fall due,
commits an offence and is liable on conviction to a fine not exceeding
US$10,000.
liquidators under this Sub-Part, the directors of the company shall
approve a voluntary winding up plan —
(a) which certifies that the company is and will continue to be able
to discharge, pay or provide for the payment of all its debts,
liabilities and obligations in full as they fall due and the value
of its assets equals or exceeds its liabilities; and
(b) stating —
(i) the reasons for the winding up of the company;
(ii) their estimate of the time required to wind up the
company;
(iii) whether or not the liquidator is to be authorised to carry
on the business of the company if he determines that to
do so would be necessary or in the best interests of the
creditors or members of the company;
(iv) the name and address of each individual to be appointed
as liquidator; and
(v) whether or not, once the company‘s affairs are fully
wound up pursuant to this Sub-Part, the liquidator is
required to send to all members a statement of account of
the winding up prepared or caused to be prepared by the
liquidator in respect of the winding up, his actions and
transactions, including details of any sums paid or
received and of disposal of the company‘s property.
(2) A director making a certification of solvency in a voluntary winding up
plan under subsection 1(a) without having reasonable grounds for the
opinion that the company is and will continue to be able to discharge, pay
or provide for its debts, liabilities and obligations in full as they fall due,
commits an offence and is liable on conviction to a fine not exceeding
US$10,000.
