All sections · Part XVIII: Fraudulent And Wrongful Trading
342 董事对错误交易的民事责任：受保护单元公司的单元
(1) 除第(3)款外，如果在根据破产令或管理令对受保护单元公司的单元业务进行清算的过程中，法院认为第(2)款适用于某人，法院可根据清算人、接管人或该单元的任何债权人或成员的申请，宣布该人有责任对该单元的资产做出法院认为合适的贡献。
(2) 本款适用于一个人，如果--。
(a) 该细胞已经破产。
(b) 在清算开始前的某个时间，知道或应该得出结论，细胞没有合理的前景来阻止无力偿债的清算；和
(c) 该人在当时是受保护细胞公司的董事。
(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，以尽量减少小区债权人的可能损失，则法院不得根据本条向该人作出声明。
(4) 就第(2)和(3)款而言，受保护细胞公司的董事应该知道的事实、他应该得出的结论和他应该采取的行动是根据第144条董事会知道、得出或采取的事实。
(5) 就本节而言，如果可归属于某单元的单元资产（以及如果公司已签订代位权协议，则根据该协议负有责任的资产）不足以满足债权人对该单元的索赔以及接管令或管理令（视情况而定）的费用，则该单元进入破产状态。
(6) 本条的适用不影响第340条。
(2) 本款适用于一个人，如果--。
(a) 该细胞已经破产。
(b) 在清算开始前的某个时间，知道或应该得出结论，细胞没有合理的前景来阻止无力偿债的清算；和
(c) 该人在当时是受保护细胞公司的董事。
(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，以尽量减少小区债权人的可能损失，则法院不得根据本条向该人作出声明。
(4) 就第(2)和(3)款而言，受保护细胞公司的董事应该知道的事实、他应该得出的结论和他应该采取的行动是根据第144条董事会知道、得出或采取的事实。
(5) 就本节而言，如果可归属于某单元的单元资产（以及如果公司已签订代位权协议，则根据该协议负有责任的资产）不足以满足债权人对该单元的索赔以及接管令或管理令（视情况而定）的费用，则该单元进入破产状态。
(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: cells of protected cell company
(1) Subject to subsection (3), if in the course of the winding up of the
business of or attributable to a cell of a protected cell company in
accordance with a receivership order or administration order, it appears
that subsection (2) applies to a person, the Court, on the application of
the administrator, receiver, or any creditor or member of the cell, may
declare that that person shall be liable to make such contribution to the
cell‘s assets as the Court thinks proper.
(2) This subsection applies in relation to a person if —
(a) the cell has gone into insolvent liquidation;
(b) at some time before the commencement of the winding up, that
person knew or ought to have concluded that there was no
reasonable prospect of the cell avoiding insolvent liquidation;
and
(c) that person was a director of the protected cell 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 cell‘s creditors that he ought to
have taken.
(4) For the purposes of subsections (2) and (3), the facts which a director of
a protected cell 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 cell goes into insolvent liquidation if
the cellular assets attributable to the cell (and, where the company has
entered into a recourse agreement, the assets liable under that agreement)
are insufficient to discharge the claims of creditors in respect of that cell
and the expenses of the receivership order or administration order (as the
case may be).
(6) This section is without prejudice to section 340.
business of or attributable to a cell of a protected cell company in
accordance with a receivership order or administration order, it appears
that subsection (2) applies to a person, the Court, on the application of
the administrator, receiver, or any creditor or member of the cell, may
declare that that person shall be liable to make such contribution to the
cell‘s assets as the Court thinks proper.
(2) This subsection applies in relation to a person if —
(a) the cell has gone into insolvent liquidation;
(b) at some time before the commencement of the winding up, that
person knew or ought to have concluded that there was no
reasonable prospect of the cell avoiding insolvent liquidation;
and
(c) that person was a director of the protected cell 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 cell‘s creditors that he ought to
have taken.
(4) For the purposes of subsections (2) and (3), the facts which a director of
a protected cell 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 cell goes into insolvent liquidation if
the cellular assets attributable to the cell (and, where the company has
entered into a recourse agreement, the assets liable under that agreement)
are insufficient to discharge the claims of creditors in respect of that cell
and the expenses of the receivership order or administration order (as the
case may be).
(6) This section is without prejudice to section 340.
