All sections · Part XVIII: Fraudulent And Wrongful Trading
341 董事对非法交易的民事责任
(1) 除第(3)款的规定外，如果在公司清算过程中发现第(2)款适用于某人，法院应向该人提出申请。
欺诈性交易罪
欺诈性交易的民事责任
董事对非法交易的民事责任
清算人或公司的任何债权人或成员的申请，可宣布该人有责任对公司的资产作出法院认为合适的贡献。
(2) 本款适用于一个人，如果--。
(a) 该公司已进入破产状态。
(b) 在公司开始清盘前的某个时间知道或应该得出结论，公司没有避免破产的合理前景；和
(c) 该人在当时是公司的董事。
(3) 如果法院认为在第(2)(b)款所提到的条件首次就某人满足后，该人采取了他应该采取的所有步骤来尽量减少公司债权人的潜在损失，则法院不得根据本条向该人做出声明。
(4)就第(2)和(3)款而言，公司董事应该知道的事实、应该得出的推论和应该采取的行动是指董事根据第144条应该知道、得出或采取的事实。
(5) 就本条而言，如果公司在其资产不足以支付其债务和其他负债以及清算费用时进入清算程序，则该公司无力偿债。
(6) 本条的适用不影响第340条。
欺诈性交易罪
欺诈性交易的民事责任
董事对非法交易的民事责任
清算人或公司的任何债权人或成员的申请，可宣布该人有责任对公司的资产作出法院认为合适的贡献。
(2) 本款适用于一个人，如果--。
(a) 该公司已进入破产状态。
(b) 在公司开始清盘前的某个时间知道或应该得出结论，公司没有避免破产的合理前景；和
(c) 该人在当时是公司的董事。
(3) 如果法院认为在第(2)(b)款所提到的条件首次就某人满足后，该人采取了他应该采取的所有步骤来尽量减少公司债权人的潜在损失，则法院不得根据本条向该人做出声明。
(4)就第(2)和(3)款而言，公司董事应该知道的事实、应该得出的推论和应该采取的行动是指董事根据第144条应该知道、得出或采取的事实。
(5) 就本条而言，如果公司在其资产不足以支付其债务和其他负债以及清算费用时进入清算程序，则该公司无力偿债。
(6) 本条的适用不影响第340条。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Civil liability of directors for wrongful trading
(1) Subject to subsection (3), if in the course of the winding up of a company
it appears that subsection (2) applies to a person, the Court, on the
trading
application of the liquidator or any creditor or member of the company,
may declare that that person shall be liable to make such contribution to
the company‘s assets as the Court thinks proper.
(2) This subsection applies in relation to a person if —
(a) the company has gone into insolvent liquidation;
(b) at some time before the commencement of the winding up of
the company, that person knew or ought to have concluded that
there was no reasonable prospect of the company avoiding
going into insolvent liquidation; and
(c) that person was a director of the company at that time.
(3) The Court shall not make a declaration under this section in respect of
any person if it is satisfied that, after the condition specified in subsection
(2)(b) was first fulfilled in relation to him, he took every step with a view
to minimising the potential loss to the company‘s creditors that he ought
to have taken.
(4) For the purposes of subsections (2) and (3), the facts which a director of
a company ought to know, the conclusions which he ought to reach and
the steps which he ought to take are those which would be known,
reached or taken by a director complying with section 144.
(5) For the purposes of this section a company goes into insolvent liquidation
if it goes into liquidation at a time when its assets are insufficient for the
payment of its debts and other liabilities and the expenses of the winding
up.
(6) This section is without prejudice to section 340.
it appears that subsection (2) applies to a person, the Court, on the
trading
application of the liquidator or any creditor or member of the company,
may declare that that person shall be liable to make such contribution to
the company‘s assets as the Court thinks proper.
(2) This subsection applies in relation to a person if —
(a) the company has gone into insolvent liquidation;
(b) at some time before the commencement of the winding up of
the company, that person knew or ought to have concluded that
there was no reasonable prospect of the company avoiding
going into insolvent liquidation; and
(c) that person was a director of the company at that time.
(3) The Court shall not make a declaration under this section in respect of
any person if it is satisfied that, after the condition specified in subsection
(2)(b) was first fulfilled in relation to him, he took every step with a view
to minimising the potential loss to the company‘s creditors that he ought
to have taken.
(4) For the purposes of subsections (2) and (3), the facts which a director of
a company ought to know, the conclusions which he ought to reach and
the steps which he ought to take are those which would be known,
reached or taken by a director complying with section 144.
(5) For the purposes of this section a company goes into insolvent liquidation
if it goes into liquidation at a time when its assets are insufficient for the
payment of its debts and other liabilities and the expenses of the winding
up.
(6) This section is without prejudice to section 340.
