345.

346.

347.

348.

supervision of the court, if it appears that any past or present director, manager, officer or member, has been guilty of any offence in relation to the company for which he is criminally responsible, the court may, on the application of any person interested in such winding-up, or of its own motion, direct the liquidators to institute and conduct a prosecution for such offence, and order the costs and expenses to be paid out of the assets of the company. (S. 167.) And where a company is being wound up voluntarily, the liquidators, with the previous sanction of the court, may prosecute such offender; and all expenses properly incurred by them shall be payable in like manner out of the assets of the company in priority to all other liabilities.-(S. 168.)

If any person wilfully and corruptly gives false evidence in any matter arising under the "Act," he shall, upon conviction, be liable to the penalties of wilful perjury.-(S. 169.)

In addition to the foregoing provisions which are contained in the Act itself, any delinquent director, officer or member, may also be prosecuted under another statute, termed the "Fraudulent Trustee Act" (20 & 21 Vict., cap. 54). I have therefore given a brief synopsis of such portions of the latter as refer more particularly to public companies, and have placed the numbers of the respective sections opposite to each. (5.) If any director; member, or public officer of a body corporate or public company, shall fraudulently take or misapply, to his own use, any money or property, he shall be guilty of a misdemeanor. (6.) If any director, public officer, or manager of a body corporate or public company, shall, as such, receive or possess himself of the money or property otherwise than in payment of a just debt or demand, and shall, with intent to defraud, omit to make a full and true entry in the books, he shall be guilty of a misdemeanor. If any director, manager, public officer or member, shall, with fraudulent intent, destroy, mutilate or falsify any of the books, papers, writings or securities, or make, or concur in the making of, any false entry or any material omission in any book, or account, or other document, he shall be guilty of a misdemeanor.

349.

(7.)

350.

(8.) If any director, manager or public officer, shall make, circulate or publish, any written statement or account (or be privy thereto) which he

351.

352.

353.

shall know to be false in any material particular, with intent to deceive or defraud any member, shareholder or creditor, or with intent to induce any person to become a shareholder or partner therein, or to intrust or advance any money or property belonging to such company or body corporate, or to enter into any security for the benefit thereof, he shall be guilty of a misde

meanor.

(9.) Any person receiving any misapplied chattel money or valuable security, knowing the same to be fraudulently disposed of, shall be guilty of a misdemeanor, and may be indicted and convicted thereof, whether the party guilty of the principal misdemeanor shall or shall not have been previously convicted, or shall or shall not be amenable to justice.

(10.)

Persons found guilty are liable, at the discretion
of the court, to penal servitude for three years,
or to suffer such other punishment, by imprison-
ment, for not more than two years, with or with-
out hard labour, or by fines, as the court shall
award.

(12.) Nothing in this Act contained, nor any pro-
ceeding, conviction or judgment, to be had or
taken thereon against any person under this
Act, shall prevent, lessen, or impeach, any
remedy at law or in equity which any party
aggrieved by any offence against this Act, might
have had if it had not been passed, but no
conviction of any such offender shall be re-
ceived in evidence in such action of suit; and
nothing in this Act shall prejudice any agree-
ment entered into, or security given, by any
trustee having for its object the restoration or
repayment of any trust-property misapplied.
(14.) Should the offence prove to be a larceny, the
offender by reason thereof shall not be acquitted
of misdemeanor.

354.

355.

(15.)

356.

357.

(16.)

Court may allow expenses of prosecution in all
respects, as in case of felony.

Prosecutions under this Act are not triable at the
Quarter Sessions.

(17.) The word "Trustee" shall mean "Liquidator,"

under the "Joint Stock Companies Act, 1856;" but the latter is repealed, and is therefore not applicable to the "Companies Act, 1862." 358. (18.) The Act shall not extend to Scotland.

359.

360.

REGISTRATION OFFICE.

The office for the registration of joint stock companies in England is No. 13, Serjeants' Inn, Fleet Street, London, the present Registrar being the Hon. E. C. Curzon.

In Ireland, Record Buildings, Dublin, the present AssistantRegistrar being G. Crawford, Esq.; and,

In Scotland, Exchequer Chambers, Parliament Square, Edinburgh, the present Registrar being John Henderson, Esq.

Also at Truro, Cornwall, for the registration of joint stock companies formed for working mines within the jurisdiction of the Court of the Vice-Warden of the Stannaries, the AssistantRegistrar being W. Michell, Esq.

All matters connected with the administration of these offices are placed under the direction and control of the Board of Trade. The following is a brief synopsis of section 174 relating thereto, and is subdivided into eight clauses, which respectively give power to the Board:

(1.) To appoint registrars and other officers:

(2.) To regulate the duties of such officers:

(3.) To determine the places at which offices for the registration of companies are to be established. in England, Ireland and Scotland; also as to the Registrar's office of the Court of the ViceWarden of the Stannaries:

(4.) To direct that any seals shall be prepared for.
stamping documents, &c. :

(5.) To enable every person to inspect any of the docu-
ments kept by the Registrar on payment of a
fee, not exceeding one shilling for each inspec-
tion; and any person may require a certificate
of the incorporation of any company, or a cer-
tified copy or extract of any other document, or
any part thereof, on the following terms:—
For certificate of incorporation, a fee not, s. d.
exceeding

5 0

0 6

H

copies or extracts not exceeding per
folio

269.

270.

filled up by the company in general meeting, subject to any arrangement they may have entered into with their creditors; and such meeting may be convened by the continuing liquidators, if any, or by any contributory, and shall be deemed to have been duly held, if held in accordance with the Regulations of the company, or in such manner as may, on application, be determined by the court.-(S. 140.)

If from any cause there is no liquidator acting, the court may, on application of a contributory, appoint one or more; and may also, on due cause shown, remove any liquidator and appoint another.-(S. 141.)

As soon as the company is fully wound up, the liquidators shall make up an account, showing how the winding-up has been conducted, and the property disposed of; and thereupon they shall call a general meeting for the purpose of having the same laid before the company and hearing any explanation by the liquidators. Such meeting shall be called by advertisement, specifying the time, place and object thereof, published one month at least previously thereto, as respects companies registered in England, in the "London Gazette;" in Scotland, the Edinburgh Gazette;" and in Ireland, in the "Dublin Gazette."-(S. 142.)

66

271. The liquidator shall make a return to the Registrar, of such meeting, specifying the date when held; and three months after such return is registered, the company shall be deemed to be dissolved. In default of making such return, the liquidator shall incur a penalty not exceeding £5 for every day during which it continues.-(S. 143.)

272.

273.

III. AS TO COSTS OF WINDING-UP, &c.

All expenses properly incurred in voluntary winding-up, including the remuneration of the liquidators, shall be payable out of the assets of the company, in priority to all other claims. -(S. 144.)

Disposal of the Books and Documents.

By section 154, all books and documents of the company, and of the liquidators, shall, as between the contributories, be prima facie evidence of the truth of all matters therein recorded.

When the company is about to be dissolved, the books and

274.

documents of the company, and of the liquidators, may be disposed of as the company by an extraordinary resolution directs; but no responsibility shall attach to any person as to the production thereof to any parties interested, after the lapse of five years from date of dissolution.-(S. 155.)

Saving of Rights of Creditors.

The voluntary winding-up of a company shall not be a bar to the right of any creditor to have the same wound up by the court, if it is of opinion that the rights of such creditor will be prejudiced by a voluntary winding-up.-(S. 145.) 275. As to fraudulent preference of creditors, see Cl. 231, which is equally applicable to a voluntary winding-up, only, that instead. of the presentation of the petition being deemed to correspond with an Act of Bankruptcy in case of an individual trader, the resolution for winding-up voluntarily shall be deemed to correspond with such Act of Bankruptcy.

276.

277.

278.

AS TO WINDING-UP, SUBJECT TO THE SUPER-
VISION OF THE COURT.

When a company is winding-up voluntarily, the court may direct that it shall so continue, but subject to the supervision of the court and to such conditions as it may think just.—(S. 147.) And the petition praying for same shall, for the purpose of giving jurisdiction to the court over suits and actions, be deemed a petition for winding-up the company by the court. (S. 148.)

The court may, in determining whether a company is to be wound up altogether by it, or subject to its supervision, and in all other matters relating to the winding-up subject to supervision, have regard to the proved wishes of the creditors or contributories, and may direct meetings to be held for the purpose of ascertaining the same, and may appoint a chairman of any such meeting to report the result to the court. In the case of creditors, regard shall be had to the value of debts due to each, and in the case of contributories, to the number of votes to which they are entitled.-(S. 149.)

Any attachment, sequestration, distress or execution, put in force against the estate or effects of the company after the

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