or the regulations of the company, to vote present CHAP. 129. APPLICATION. Chapter. 3.-(1.) This Chapter shall apply to all incorporated Application of companies, associations, or clubs, incorporated by the legislature of Nova Scotia, or under the authority of any statute, and to all companies, associations, and clubs, whose incorporation and the affairs thereof in the particulars hereinafter mentioned are subject to the legislative authority of this province. (2.) It shall not apply to any company or corporation whose Act of incorporation or any Act in amendment thereof contains express provisions for the mode of winding up such company or association. R. S., c. 80, ss. 2, 84. WHEN COMPANIES MAY BE WOUND UP. Companies may be wound up. Expiration of 4. A company may be wound up under this Chapter :- resolution. (b) Where the company has passed a special resolution Special c) When the company (though it is solvent as respects Extraordinary 5. Where no such resolution has been passed, the court Court may order may on the application of a contributory make an order winding up. for winding up, in case the court is of opinion that it is just and equitable that the company should be wound up. R. S., c. 80, s. 5. 6. A winding up shall be deemed to commence :— When winding up shall commence. CHAP. 129. Resolution or order to be registered. the winding up, at the time of the passing of such resolution; (b) in case of the making of an order directing the winding up, from the making of such order. R. S., c. 80, s. 6. REGISTRATION OF THE RESOLUTION OR order. 7. A copy of the resolution or order for winding up, certified by the liquidator, may be registered in the registry of deeds of any registration district in which the company has any real property. Such resolution or order may be accompanied by a description of the real property belonging to the company in the district, and certified by the liquidator to be a correct description; and the registrar shall register the said order and description upon payment to him of a fee of one dollar. R. S., c. 80, s. 7. CONSEQUENCES OF COMMENCING TO WIND UP. Consequences of 8. The following consequences shall ensue upon the commencement of the winding up of a company : commencing. Cessation of business. Distribution, &c., of assets. Transfer of shares prohibited. Actions, &c., stayed. Costs, &c., a first charge. : (a) The company shall from the date of the commencement of such winding up cease to carry on its business, except in so far as is required for the beneficial winding up thereof, but the corporate status and all the corporate powers of the company shall, notwithstanding it is otherwise provided by the Act, charter or instrument of incorporation, continue until the affairs of the company are wound up. (b) The property of the company shall be applied in satisfaction of its liabilities, and, subject thereto and to the charges incurred in winding up its affairs, shall (unless it is otherwise provided by the Act, charter or instrument of incorporation) be distributed amongst the members according to their right and interests in the company. (c) Any transfers of shares, except transfers made to or with the sanction of the liquidators, or any alteration in the status of the members of the company, after the commencement of such winding up, shall be void. (d) No action, suit or other proceedling shall be proceeded with or commenced against the company except with the leave of the court, and subject to such terms as the court imposes. (e) All costs, charges and expenses properly incurred in the winding up of a company under this Chapter, including the remuneration of the liquidators, shall be payable out of the assets of the company in priority to all other claims. R. S., c. 80, s. 8. APPOINTMENT OF LIQUIDATORS. CHAP. 129. liquidator by 9.—(1.) In case of a resolution for winding up, the Appointment of company at a general meeting shall appoint a person or company. persons to be liquidator or liquidators for the purpose of winding up the affairs of the company and distributing its property, and shall fix the remuneration to be be paid to him or them, and such liquidators shall furnish such security as the contributories determine. (2.) In case of an order authorizing a winding up, the By court. court shall appoint such liquidators and determine the security and the remuneration. liquidator. (3.) If one person only is appointed, all the provisions Single herein contained in reference to several liquidators shall apply to him. liquidators, filled. (4.) Where several liquidators are appointed every power Quorum of hereby given may be exercised by such one or more of them as is determined at the time of the appointment, or at a subsequent meeting, or in default of such determination by any number not less than two. R. S., c. 80, s. 8, (part.) 10. If any vacancy occurs in the office of liquidator Vacancies, how appointed by the company, by death, resignation or otherwise, the company in general meeting may fill up such vacancy. If from any cause there is no liquidator acting, either provisionally or otherwise, the court may on the application of a contributory appoint a liquidator or liquidators. The court may also on due cause shewn remove any liquidator and appoint another liquidator. When there is no liquidator the estate shall be under the control of the court until the appointment of a new liquidator. R. S., c. 80, s. 66. commission. 11. If there is no agreement, order or provision fixing Liquidators the remuneration of a liquidator, he shall be entitled to a commission on the net proceeds of the estate of the company of every kind which comes to his hands, after deducting expenses and disbursements; such commission to be five per cent. on the amount realized, and to be in full of all fees and charges for his services. R. S., c. 80, s. 41. directors to cease. 12. Upon the appointment of liquidators all the powers Powers of of the directors or other managing officers shall cease, except in so far as the company in general meeting or the liquidators sanction the continuance of such powers. R. S., c. 80, s. 8, (part). property 13. The contributories may at any meeting pass any Disposal of resolution or order directing the liquidator how to dispose regulated. of the property, real or personal, of the company, and in default of their doing so the liquidator shall be subject to the directions, orders and instructions which he from time CHAP. 129, to time receives from the inspectors, if any, with regard to the mode, terms and conditions on which he may dispose of the whole or any part of the property of the company. R. S., c. 80, s. 8, (part). In-p ctors may be appointed. Liquidator, how described, and powers. To bring or defend actions. To carry on business. To sell property. To negotiate bills of exchange, &c. INSPECTORS. 14.-(1.) The contributories may at any meeting appoint one or more inspector or inspectors to superintend and direct the proceedings of the liquidator in the management and winding up of the estate, and in case of an inspector being appointed all the powers of the liquidators shall be exercised, subject to the advice and direction of the inspector. (2.) The contributories may also, at any subsequent meeting held for that purpose, revoke any such appointment, and upon such re vocation, or in case of death, resignation, or absence from the province of an inspector, may appoint another in his stead. (3.) Such inspector may be paid such remuneration as the contributories determine, and when anything is allowed or directed to be done by the inspectors, it may or shall be done by the sole inspector if only one has been appointed. R. S, c. SO, s. 8, (part). GENERAL POWERS OF LIQUIDATORS. 15. The liquidator may be described in all proceedings by the style of "A. B., the liquidator of" (the particular company in respect to which he is appointed) and shall have power to do the following things: (a) To bring or defend any action, or other legal proceeding in the name and on behalf of the company; (b) To carry on the business of the company so far as is necessary for the beneficial winding up of the same; (c) To sell the real and personal property of the company, by public auction or private contract, according to the ordinary mode in which such sales are made, with power to transfer the whole property to any person or company, or to sell the same in parcels, and on such terins as seem most advantageous; but no sale of the assets en bloc shall be made without the previous sanction of the contributories given at a meeting called for that purpose; (d) To draw, accept, make, and endorse any bill of exchange or promissory note, in the name and on behalf of the company, and to raise upon the security of the assets of the company from time to time any requisite sum or sums of money; and the drawing, accepting, making, or endorsing of any such bill of exchange or promissory note as aforesaid, on behalf of the company, shall have the same effect CHAP. 129. administration, (e) To take out if necessary in his official name, letters To take out of administration to any deceased contributory; and &c. to do in his official name any other act which is necessary for obtaining payment of any money due. from a contributory or from his estate, and which act cannot be conveniently done in the name of the company; and in all cases where he takes out letters of administration or otherwise uses his official name for obtaining payment of any money due from a contributory, such money shall, for the purpose of enabling him to take out such letters or recover such money, be deemed to be due to the liquidator himself; (f) To execute in the name of the company all deeds, To execute receipts and other documents; documents. (g) To use the company's seal whenever necessary to use for any of the purposes mentioned in this section; and company's seal. (h) To do and exercise all other acts and things necessary for the winding up of the affairs of the company, and the distribution of its assets. R. S., c. 80, s. 9. debts. 16. If after having acted with due diligence in the To sell doubtful collection of the debts, the liquidator finds that there remain debts due, the attempt to collect which would be more onerous than beneficial to the estate, he shall report the same to the contributories or inspector (if any), and with their sanction he may sell the same by public auction after such advertisement thereof as they order; and pending such advertisement the liquidator shall keep a list of the debts to be sold, open to inspection at his office, and shall also give free access to all documents and vouchers explanatory of such debts; but all debts amounting to more than one hundred dollars shall be sold separately. R. S., c. 80, s. 9, (4). 17. The liquidators may with the sanction of an extra- Debts may be ordinary resolution of the company compromise all calls and compromised. liabilities to calls, debts and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and any contributory, or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets of the company or the |