Page images
PDF
EPUB

244.

245.

Dissolution of Company.

When the Company's affairs have been wound up, the court shall make an Order, dissolving it, and same shall be dissolved from the date of such Order.-(S. 111.)

The official liquidator shall report same to the Registrar, who shall make a Minute thereof in his books.—(S. 112.)

And in default of doing so, the liquidator shall be liable to a penalty not exceeding £5 per day, during the continuance of such default.-(S. 113.(

Disposal of the Books and Documents.

246. When company is about to be dissolved, the books and documents of the company, and of the liquidators, may be disposed of in such way as the court directs; but after the lapse of five years from date of dissolution, no responsibility shall rest upon the company or any person having custody of the same, by reason of being unable to produce them to any party interested.—(155.)

247.

WINDING-UP VOLUNTARILY.

66

A company may be wound up voluntarily.-(S. 129.)
(1.) On the expiration of the period, if any, fixed for
its duration by the Articles of Association, or
whenever the event, if any, occurs, upon the
occurrence of which such Articles" provide .
that the company is to be dissolved, and a
resolution has been passed in general meeting
requiring it to be so wound up:
Whenever the company has passed a special reso-
lution requiring it to be wound up voluntarily:
Whenever the company has passed an extraordinary

(2.)

(3.)

resolution* that it has been proved to their satis

* A resolution shall be deemed to be extraordinary if passed in such manner as would, if it had been confirmed by a subsequent meeting. have constituted a special resolution. (See Cl. 81 to 83.)

Notice of such resolution shall be advertised, as respects companies registered

In England, in the "London Gazette."

[merged small][ocr errors]

Scotland, in the "Edinburgh Gazette;" and

Ireland, in the "Dublin Gazette."-(S. 132.)

248.

249.

250.

251.

252.

faction that the company is unable, by reason of its liabilities, to continue business, and that it is advisable to wind up the same.

The winding-up shall be deemed to commence at the time of passing a resolution as above named ―(S. 130.)

The company shall, from the latter date, cease to carry on business, except as may be required for the beneficial windingup thereof; and all transfers of shares, except to or with the sanction of the liquidators, or alteration in the status of the members shall be void, but its corporate state and powers shall, notwithstanding its Regulations, continue until the company is wound up.-(S. 131.)

If, in the case of voluntarily winding-up a company, proceedings are taken to have same wound up by the court, the latter may provide in making its Order for the adoption of all or any proceedings taken in the course of the voluntary winding-up. -(S. 146.)

I.

II.

LIQUIDATION. (Voluntary.)

66

As to the Effect of winding-up on the Property of a
Company also on Share Capital of a Guarantee
Company." (Cl. 251.)

As to the Appointment and Duties of Liquidators.—
(Cl. 253.)

III. As to Costs of winding-up. (Cl. 272.) Disposal of
Books and Documents. (Cl. 273.) Saving Rights of
Creditors. (Cl. 274.)

I.—AS TO THE EFFECT ON PROPERTY OF A COMPANY, &c.

Upon the voluntary winding-up of a company its property shall be applied in satisfaction of its liabilities pari passu, and, subject thereto, shall, unless otherwise provided by the company's Regulation, be distributed amongst the members according to their respective rights and interests.—(1st paragraph of S. 133.)

If the company is limited by guarantee with a capital divided into shares, any share capital not called up shall be deemed to be assets of the company, in the nature of a specialty debt due from each member to the extent remaining unpaid, and payable at such time as the liquidators may appoint.-(S. 134.)

II. AS TO THE APPOINTMENT AND DUTIES OF LIQUIDATORS. 253. Section 133, which is subdivided into ten paragraphs, relates almost exclusively to the appointment and duties of liquidators. The numbers of such paragraphs are placed opposite to each

254.

256.

one:

(2.) Liquidators shall be appointed for the purpose of winding-up the company and distributing the property:

(3.)

(4.)

To be appointed by the company in general meeting, and the remuneration to be fixed by it:

If one person only is appointed, all the provisions herein contained in reference to several liquidators shall apply to him:

255. (5.) Upon such appointment all the power of directors to cease, except so far as the company in general meeting, or the liquidators, may sanction: (6.) When there are several liquidators appointed, every power hereby given may be exercised by one or more of them, as determined at the time of their appointment, or in default of such determination, by any number not less than two: (7.) They may, without the sanction of the court, exercise the same powers as are given to the official liquidators in winding-up by the court: (8.) They may also exercise the powers given to the court of settling the list of contributories, and such list shall be prima facie evidence of the liability of the persons named therein to be contributories :

257.

258.

259.

(9.) They may at any time after resolution for windingup, and before having ascertained the sufficiency of the assets, call on all or any of such contributories, to the extent of their liability, to pay all or any sums they deem necessary to satisfy the debts and liabilities of the company, and the expenses of winding it up, and also for the adjustment of the rights of the contributories amongst themselves. In making calls, the liquidators may allow for the contingency that some of the contributories may partly or wholly fail

260.

261.

262.

263.

to pay their respective portions thereof.-(See also Cl. 308 to 317 as to liability of members.) (10.) They shall pay the company's debts,* and adjust the rights of the contributories amongst themselves.

As to the liquidators paying any class of creditors in full, see Cl. 210, which is equally applicable to a voluntary windingup, except that instead of the sanction of the court, the sanction of an extraordinary resolution of the company must be obtained.

As to the liquidators having power to compromise any call or debt due to the company, see Cl. 211, which is also applicable to a voluntary winding-up, on obtaining the sanction of an extraordinaay resolution of the company.

By sections 161 and 162, where any company is proposed to be, or is in the course of being, wound up altogether voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to another company, the liquidators may, with the sanction of a special resolution, receive in compensation, or part compensation, for such transfer or sale, shares, policies, or other like interests in such other companies for distribution amongst the members of the company being wound up, or may enter into any other arrangement whereby the members of the latter company may, in lieu of cash, shares, policies, or other like interests, or in addition thereto, participate in the profits of the purchasing company; and such arrangement shall be binding on the members of the company being wound up; subject to this proviso, that if any member who has not voted in favour of the special resolution at either of the meetings expresses his dissent therefrom in writing, addressed to the liquidators or one of them, and left at the company's registered office not later than seven days after the date of the meeting at which such special resolution was passed, the dissentient member may require the liquidators, either to abstain from carrying such resolution into effect, or to purchase his interest in the company at a price to be determined by agreement, or in case of dispute, by arbitration, in accordance with the provisions of "The Companies Clauses Consolidation Act, 1845." The purchase money for the same

* See Cl. 229, as to class of debts that may be proved, which is also applicable in voluntary winding-up.

264.

265.

266.

267.

to be paid before the company is dissolved, and to be raised by the liquidators in manner determined by special resolution; and such resolution shall not be deemed invalid by reason that it was passed prior to or concurrently with any resolution for winding-up the company or appointing liquidators; but if order made within a year for winding-up company by or subject to the supervision of the court, such resolution shall not be of any validity unless sanctioned by the court.

By section 135, the company may, by an extraordinary resolution, delegate to its creditors or a committee thereof, the power of appointing liquidators, and supplying any vacancies that may arise, or may by a like resolution enter into any arrangement as to their powers and the manner of exercising the same; and any act so done by the creditors shall be as effectual as if done by the company.

Such arrangement shall be binding on the company if sanctioned by an extraordinary resolution (see Cl. 247), and on the creditors if acceded to by three-fourths in number and value thereof, subject, however, to appeal.-(S. 136.)

Any creditor or contributory may, within three weeks from the date of the completion of such arrangement, appeal to the court against it, and the court may amend, vary, or confirin the same. (S. 137.)

In the case of voluntarily winding-up, the liquidators or any contributory may apply to the court in England, Ireland, or Scotland, or to the Lord Ordinary on the Bills in Scotland in time of vacation, to settle any question arising thereout, or to exercise all or any of the powers which the court might exercise if the company were being wound up by the court; and the court or Lord Ordinary may accede wholly or partially to such application, or make such other order, interlocutor, or decree, as the court thinks just.—(S. 138.)

The liquidators may, during the continuance of a voluntary winding-up, summon general meetings for the purpose of obtaining the sanction of the company by special or extraordinary resolution, or for any other purposes; and in the event of the winding-up continuing more than one year, they shall summon a general meeting at the end of the first year, and of each succeeding year, from the commencement, and shall lay before such meeting an account, showing their acts and dealings, and the manner in which the winding-up has been conducted during the preceding year.-(S. 139.)

263. If any vacancy occurs in the office of liquidators, it may be

« PreviousContinue »