Section 140Part 5 — Company Restructuring and Winding Up
Distribution of the comp any ’ s property
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Subject to subsection
, the property of the company shall be applied in satisfaction of its liabilities pari passu and subject thereto shall be distributed amongst the members according to their rights and interests in the company. ( 2 ) The collection in and application of the property of the company referred to in subsection (1) is without prejudice to and after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between the company and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set - off or netting of claims between the company and any person or persons (includ ing without limitation any bilateral or any multi - lateral set - off or netting arrangements between the company and any person or persons) and subject to any agreement between the company and any person or persons to waive or limit the same.
In the absen ce of any contractual right of set - off or non set - off, an account shall be taken of what is due from each party to the other in respect of their mutual dealings, and the sums due from one party shall be set - off against the sums due from the other.
Sums due from the company to another party shall not be included in the account taken under subsection (3) if that other party had notice at the time they became due that a petition for the winding up of the company was pending.
Only the balance, if any, o f the account taken under subsection (3) shall be provable in the liquidation or, as the case may be, payable to the liquidator as part of the assets.