Copy of order to be registered.

Power to stay proceedings.

Effect of order

of company

limited by

guarantee.

with or commenced against the company except with the leave of the court, and subject to such terms as the court may impose.

88. When an order has been made for winding-up a company under this Act, a copy of such order shall forthwith be forwarded by the company to the Registrar of Joint-Stock Companies.

89. The court may at any time after an order has been made for winding-up a company, upon the application by motion of any creditor or contributory of the company, and upon proof to the satisfaction of the court that all proceedings in relation to such winding-up ought to be stayed, make an order staying the same, either altogether or for a limited time, on such terms and subject to such conditions as it deems fit.

90. When an order has been made for winding-up a company on share capital limited by guarantee, and having a capital divided into shares, any share capital that may not have been called up shall be deemed to be assets of the company, and to be a debt (in England and Ireland of the nature of a specialty) due to the company from each member to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the court.

Court may have regard to wishes of creditors or contributories.

Appointment of official liqui

dator.

91. The court may, as to all matters relating to the windingup, have regard to the wishes of the creditors or contributories, as proved to it by any sufficient evidence, and may, if it thinks it expedient, direct meetings of the creditors or contributories to be summoned, held, and conducted in such manner as the court directs, for the purpose of ascertaining their wishes, and may appoint a person to act as chairman of any such meeting, and to report the result of such meeting to the court; in the case of creditors, regard is to be had to the value of the debts due to each creditor, and in the case of contributories, to the number of votes conferred on each contributory by the regulations of the company. (a)

Official Liquidators.

92. For the purpose of conducting the proceedings in windingup a company, and assisting the court therein, there may be

(a) An unpaid creditor of a company, has, ex debito justitiæ, a prima facie right to a winding-up order; but that prima facie right may be rebutted. When a petition for winding-up is presented by an unpaid creditor, and opposed by other unpaid creditors, the court ought to have regard not merely to the number of the opposing creditors and the total amount of indebtedness which they represent, as compared with the number of the supporting creditors and the total amount of indebtedness which they represent, but also to the reasons adduced; and a winding-up order should not be made if the effect will be injurious, by destroying a prospect of future profit from the business, or if no benefit can be obtained for the petitioner by the order being made: (Re Great Western (Forest of Dean) Coal Consumers Company Limited, 46 L. T. 875.)

appointed a person or persons to be called an official liquidator or
official liquidators; and the court having jurisdiction may appoint
such person or persons, either provisionally or otherwise, as it
thinks fit, to the office of official liquidator or official liquidators;
in all cases if more persons than one are appointed to the office
of official liquidator, the court shall declare whether any act
hereby required or authorised to be done by the official liquidator
is to be done by all or any one or more of such persons.
court may also determine whether any and what security is to be
given by any official liquidator on his appointment; if no official
liquidator is appointed, or during any vacancy in such appoint-
ment, all the property of the company shall be deemed to be in
the custody of the court.

The

removal, compensation, &c

93. Any official liquidator may resign or be removed by the Resignation, court on due cause shown: and any vacancy in the office of an official liquidator appointed by the court shall be filled by the court. There shall be paid to the official liquidator such salary or remuneration, by way of percentage or otherwise, as the court may direct; and if more liquidators than one are appointed such remuneration shall be distributed amongst them in such proportions as the court directs.

dator.

94. The official liquidator or liquidators shall be described by Style and duty the style of the official liquidator or official liquidators of the of official liquiparticular company in respect of which he is or they are appointed, and not by his or their individual name or names; he or they shall take into his or their custody, or under his or their control, all the property, effects, and things in action to which the company is or appears to be entitled, and shall perform such duties in reference to the winding-up of the company as may be imposed by the court.

dator.

95. The official liquidator shall have power, with the sanction Powers of of the court, to do all such things as may be necessary for wind- official liquiing-up the affairs of the company and distributing its assets. [Many specific matters which may be so done are set out in this section.]

96. The court may provide by any order that the official liquidator may exercise any of the powers mentioned in sect. 95 without the sanction or intervention of the court, and where an official liquidator is provisionally appointed may limit and restrict his powers by the order appointing him.

97. The official liquidator may, with the sanction of the court, appoint a solicitor or law agent to assist him in the performance of his duties. (a)

(a) Such solicitor has no claim against the liquidator personally for his costs (Re Anglo-Moravian, &c., Railway Company, 1 Ch. Div. 130); but his costs must be paid in full before the liquidator can receive anything out of the assets: (Re Massey, 9 Eq. 367.)

Application of

assets.

Power to re

property.

Ordinary Powers of Court.

98. The court is to settle a list of contributories, and cause the assets to be collected and applied in discharge of the liabilities.

99. Provision as to representative contributories.

100. The court may, at any time after making an order for quire delivery of winding-up a company, require any contributory for the time being settled on the list of contributories, trustee, receiver, banker, or agent or officer of the company, to pay, deliver, convey, surrender, or transfer forthwith, or within such time as the court directs, to or into the hands of the official liquidator, any sum or balance, books, papers, estate, or effects which happen to be in his hands for the time being, and to which the company is prima facie entitled.

Payment of debts by con

tributory.

Power to make calls.

Order to pay into bank.

101. The court may at any time after making an order for winding-up the company make an order on any contributory for the time being settled on the list of contributories, directing payment to be made, in manner in the said order mentioned, of any moneys due from him or from the estate of the person whom he represents to the company, exclusive of any moneys which he or the estate of the person whom he represents may be liable to contribute by virtue of any call made or to be made by the court in pursuance of this part of this Act; and it may, in making such order, when the company is not limited, allow to such contributory, by way of set-off, any moneys due to him, or the estate which he represents, from the company, but not any moneys due to him as a member of the company in respect of any dividend or profit; provided, that when all the creditors of any company, whether limited or unlimited, are paid in full, any moneys due on any account whatever to any contributory from the company may be allowed to him by way of set-off against any subsequent call or calls. (a)

102. The court may, at any time after making an order for winding-up a company, make calls on the contributories to the extent of their liability.

103. The court may order money due to the company to be paid into the Bank of England to the account of the official liquidator.

104. Moneys, bills, notes, and other securities paid and delivered into the Bank of England shall be subject to the order of the court.

(a) Members who are creditors, and have paid up all calls, are paid pari passu with the rest of the creditors (Grissell's case, 1 Ch. 528; Re West of England Bank; Exparte Brown, 41 L. T. 27; 12 Ch. Div. 823; 48 L. J. 600, 604, Ch.); and this is not affected by sect. 10 of the Judicature Act, 1875: (Re The General Works Company Limited; Gill's case, 41 L. T. 21; 12 Ch. Div. 755; 48 L. J. 774, Ch.)

105. Provision in case of representative contributory not paying moneys ordered.

106. As to how far the order of the court is evidence of moneys due from contributories.

107. The court may exclude creditors not proving within a certain time.

109. The court shall adjust the rights of the contributories Adjustment. amongst themselves, and distribute any surplus that may remain amongst the parties entitled thereto.

110. The court may make an order as to costs where assets Costs. insufficient to satisfy liabilities.

111. When the affairs of the company have been completely Dissolution. wound-up, the court shall make an order that the company be dissolved from the date of such order.

112. Any order so made shall be reported by the official liquidator to the registrar.

113. Penalty on not so reporting the dissolution, not exceeding 51. for every day of default.

Extraordinary Powers of Court.

summon certain

115. Power of court to summon before it persons suspected Court may of having property of the company, or capable of giving persons. information as to the same, and to order the production of books, documents, &c.

117. The court may examine such persons upon oath, either by word of mouth or upon written interrogatories, and may reduce the answers into writing and require them to subscribe the

same.

tributory.

118. Power to cause arrest of contributory and seizure of his Arrest of con goods when he is about to abscond, or remove, or conceal any of his goods.

:

Voluntary Winding-up.

129. A company under this Act may be wound-up volun-
tarily:-
(1.) Whenever the period, if any, fixed for the duration of
the company by the articles of association expires, or
whenever the event, if any, occurs upon the occurrence
of which it is provided by the articles of association
that the company is to be dissolved, and the company
in general meeting has passed a resolution requiring the
company to be wound-up voluntarily.

(2.) Whenever the company has passed a special resolution
requiring the company to be wound-up voluntarily.
(3.) Whenever the company has passed an extraordinary reso-
lution to the effect that it has been proved to their

When company

may be woundup voluntarily.

Commencement.

Effect of voluntary winding-up.

Notice of resolution.

Consequences of voluntary winding-up.

satisfaction that the company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind-up the same. (a)

For the purposes of this Act any resolution shall be deemed to be extraordinary which is passed in such manner as would, if it had been confirmed by a subsequent meeting, have constituted a special resolution as herein before defined. (b)

130. A voluntary winding-up shall be deemed to commence at the time of the passing of the resolution (c) authorising such winding-up.

131. Whenever a company is wound-up voluntarily the company shall from the date of the commencement of such winding-up cease to carry on its business, except in so far as may be required for the beneficial winding-up thereof; and all transfers of shares, except transfers made to or with the sanction of the liquidators, or alteration in the status of the members of the company taking place after the commencement of such winding-up, shall be void; but its corporate state and all its corporate powers shall, notwithstanding it is otherwise provided by its regulations, continue until the affairs of the company are wound-up.

132. Notice of any special resolution or extraordinary resolution passed for winding-up a company voluntarily shall be given by advertisement as respects companies registered in England in the London Gazette.

133. The following consequences shall ensue upon the voluntary winding-up of a company :—

(1.) The property of the company shall be applied in satis
faction of its liabilities pari passu, and, subject thereto,
shall, unless it be otherwise provided by the regulations
of the company, be distributed amongst the members
according to their rights and interests in the company.
(3.) The company in general meeting shall appoint such
persons or person as it thinks fit to be liquidators or a
liquidator, and may fix the remuneration to be paid to
them or him.

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

(5.) Upon the appointment of liquidators all the powers of the directors shall cease, except in so far as the company

(a) The notice calling the meeting for this purpose must state its object, or the resolution will be invalid: (Silkstone Fall Colliery Company, 1 Ch. Div. 38.)

(b) See sect. 51, p. 78.

(c) This means the confirmatory resolution where such a resolution is necessary: (Weston's case, 4 Ch. 20.)