there is only one inspector all the provisions herein contained in reference to inspectors shall apply to such sole inspector: as to disposal the company 9. The members of the company may at any meeting pass Directions any resolution or order directing the liquidators how to dispose of property of of the property, real or personal, of the company; and in by liquidation default of their doing so the liquidators shall be subject to the directions, orders and instructions which they from time to time receive from the inspectors, if any, with regard to the mode, terms and conditions on which they may dispose of the whole or any part of the property of the company. GENERAL POWERS OF LIQUIDATORS. power of 8. The liquidators may be described in all proceedings by Description the style of "A. B., and C. D., the liquidators of (the particular and general company in respect of which they are appointed)," and shall liquidator have power to do the following things: 1. To bring or defend any action, or other legal proceeding Bring actions in the name and on behalf of the company; 2. To carry on the business of the company so far as may be necessary for the beneficial winding up of the same; Carry on business 3. To sell the real and personal property of the company by sell property 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 terms as shall 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. 4. In case, after having acted with due diligence in the sale of debts collection of the debts, the liquidators find that there remain debts due the attempt to collect which would be more onerous than beneficial to the estate, they shall report the same to the members of the company or inspectors, if any; and with their sanction the liquidators may sell the same by public auction after such advertisement thereof as the members of the company or the inspectors, if any, may order; and pending such advertisement the liquidators shall keep a list of the debts to be sold, open to inspection at their office, and shall also give free access to all documents and vouchers explanatory of such debts: but all debts amounting to more than $100 shall be sold separately except as herein otherwise provided; bills and notes 5. To draw, accept, make and indorse any bill of exchange Draw, etc., 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 indorsing of such bill of exchange or promissory note on behalf of the company shall have the same effect with respect to the liability of the company as if such bill or note had been drawn, accepted, made or indorsed by or on behalf of the company in the course of carrying on the business thereof: Take out letters of administra tion to estate of deceased and collect debts 6. To take out, if necessary, in their official name, letters of administration to the estate of any deceased contributory; and to do in their official name any other act which may be necessary contributories 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 the liquidators take out letters of administration, or otherwise use their official name for obtaining payment of any money due from a contributory, such money shall for the purpose of enabling them to take out such letters or recover such money be deemed to be due to the liquidators themselves : Execute deeds Other things Company's seal Time for creditors to 7. To execute in the name of the company all deeds, transfers, discharges, assignments, receipts and other documents ; 8. To do and exercise all other acts and things that may be necessary for the winding up of the affairs of the company and the distribution of its assets; and for such purposes to use when necessary the company's seal. 9. The liquidators may fix a certain day on or before which send in claims creditors of the company and others having claims thereon are to send in their claims. may be fixed Liquidators assets after time fixed (2) Such day shall not be less than two months from the first publication of notice thereof. (3) Where liquidators have given notice of the said day by may distribute publication in an issue of a newspaper published at or nearest expiration of to the chief place of business of the company, in each of the first four weeks of said two months, the liquidator shall, at the expiration of the time named for sending in such claims, be at liberty to distribute the assets of the company, or any part thereof, amongst the parties entitled thereto having regard to the claims of which the liquidators have then notice and the liquidators shall not be liable for the assets, or any part thereof, so distributed to any person of whose claim such liquidators had not notice at the time of distributing the said assets, or part thereof, as the case may be: but nothing in this Ordinance contained shall prejudice the right of any creditor or claimant to follow assets into the hands of the person who may have received the same. Priority of 10. In distributing the assets of a company under the prowagesor salary visions of this Ordinance the liquidator shall pay in priority to the claims of the ordinary or general creditors of the company the wages or salary of all persons other than directors in the employment of the company at the time of the making of the winding up resolution or order, or within one month before the making thereof not exceeding three months' wages or salary, and such persons shall be entitled to rank as ordinary or general creditors of the company for the residue, if any, of their claims. Arrangements may be authorised 11. The liquidators may, with the sanction of an extraordinary resolution of the company, or of the Court, make with creditors such compromise or other agreement as they deem expedient, with any creditors, or persons claiming to be creditors, or persons having or alleging to have any claim, present or future, certain or contingent, ascertained or sounding only in damages, against the company, or whereby the company may be rendered liable. compromise and 12. The liquidators may, with the sanction of an extra- Power to ordinary resolution of the company, or of the Court, compromise with debtors all calls and liabilities to calls, debts and liabilities capable of contributories 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 winding up of the company, upon the receipt of such sums, payable at such times, and generally upon such terms as may be agreed upon; with power for the liquidators to take any security for the dis- Take security charge of such debts or liabilities, and to give a complete discharge in respect of all or any such calls, debts or liabilities. accept shares, for sale of another company 13. Where a company is proposed to be or is in the course Power to of being wound up, and the whole or a portion of its business etc., as a or property is proposed to be transferred or sold to another consideration company, the liquidators of the first mentioned company with property to the sanction of a special resolution of the company by whom they were appointed conferring either a general authority on the liquidators, or an authority in respect of any particular arrangement, may receive in compensation or in part compensation for such transfer or sale shares or other like interest in such other company, for the purpose of distribution amongst the members of the company, which is being wound up, or may, in lieu of receiving cash, shares, or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing company. arrangements binding unless (2) Any sale made or arrangement entered into by the liqui- Sale or dators in pursuance of this section shall be binding on the by liquidators members of the company which is being wound up, subject a member to the proviso that if any member of the company which is objects being wound up, who has not voted in favour of such special resolution passed by the company of which he is a member, at either of the meetings held for passing the same, expresses his dissent from any such special resolution, in writing, Proceedings addressed to the liquidators or one of them, and left at the head office of the company not later than seven days after the date of the meeting at which such special resolution was passed, such dissentient member may require the liquidators to do one of the following things as the liquidators may prefer, that is to say, either (a) To abstain from carrying such resolution into effect, or on objection Special resolution not invalid hereinafter mentioned, such purchase money to be paid before the company is dissolved, and to be raised by the liquidators in such manner as may be determined by special resolution. (3) No special resolution shall be deemed invalid for the purposes of this section by reason that it is passed antecedently because prior to or concurrently with any resolution for winding up the company or for appointing liquidators. to resolution to wind up Price payable to objecting member Mode of determining price Arbitration Majority to determine disputes Umpire Liquidators to settle list of (4) The price to be paid for the purchase of the interest of any dissentient member may be determined by agreement but if the parties dispute about the same such dispute shall be settled by arbitration. (5) For the purposes of the arbitration the liquidators shall appoint one arbitrator and the dissentient member shall appoint another and the two arbitrators thus chosen or in case they disagree the Court shall appoint a third arbitrator. (6) The arbitrators thus chosen, or any two of them, or the arbitrator of one party and an arbitrator appointed by the Court in case of the refusal or neglect of either party to appoint an arbitrator shall finally determine the matter in dispute. (7) In case of the disagreement of two arbitrators, where two only are acting, they may appoint an umpire whose award shall be conclusive. LIABILITY OF CONTRIBUTORIES. 14. As soon as may be after the commencement of the contributories winding up of a company the liquidators shall settle a list of contributories. Shareholders' liability to contribute Case of transfer of Shares by shareholders Contributories (2) Every shareholder or member of the company or his representative is liable to contribute the amount unpaid on his shares of the capital, or on his liability to the company or to its members or creditors, as the case may be, under the Ordinance, charter or instrument of incorporation of the company; and the amount which he is liable to contribute shall be deemed assets of the company and to be a debt due to the company payable as may be directed or appointed under this Ordinance. (3) Where a shareholder has transferred his shares under circumstances which do not by law free him from liability in. respect thereof, or where he is by law liable to the company or its contributories or any of them to an amount beyond the amount unpaid on his shares, he shall be deemed a member of the company for the purposes of this Ordinance and shall be liable to contribute as aforesaid to the extent of his liabilities to the company or the contributories independently of this Ordinance and the amount which he is so liable to contribute shall be deemed assets and a debt as aforesaid. (4) The list of contributories shall distinguish between perrepresentative sons who are contributories as being representatives of or liable liable in a character to be for others. distinguished (5) Any list so settled shall be prima facie evidence of the List to be liability of the persons named therein to be contributories. evidence of liability of list by the 15. The list of contributories may be settled by the Court Settlement in which case the liquidators shall make out and leave at the Court chambers of the judge a list of the contributories of the company; and such list shall be verified by the affidavit of the liquidators or one of them and shall, so far as is practicable, state the respective addresses of, and the number of shares or extent of interest to be attributed to each such contributory, and distinguish the several classes of contributories; and the list may from time to time by leave of the judge be varied or added to by the liquidators. settling list (2) Upon the list of contributories being left at the chambers Procedure on of the judge, the liquidators shall obtain an appointment for by the Court the judge to settle the same, and shall give notice in writing of the appointment to every person included in the list, and stating in what character and for what number of shares, or interest, such person is included in the list; and in case any variation in or addition to the list is at any time made by the liquidators, a similar notice in writing shall be given to every person to whom the variation or addition applies; all such notices shall be served four clear days before the day appointed to settle such list, or such variation or addition. result of (3) The result of the settlement of the list of contributories Certificate of shall be stated in a certificate by the clerk or registrar of the settlement Court; and certificates may be made from time to time for the purpose of stating the result of the settlement down to any particular time, or to any particular person, or stating any variation of the list. foradministra 16. If a person made a contributory as personal repre- Provision sentative of a deceased contributory makes default in paying tion if personal any sum to be paid by him proceedings may be taken for representative administering the estate of the deceased contributory and for compelling payment thereout of the money due.' fails to pay contributories 17. The liquidators may, at any time and before they have Calls on ascertained the sufficiency of the assets of the company, call on all or any of the contributories, for the time being settled on the list of contributories, to pay, to the extent of their liability, all or any sums the liquidators deem necessary to satisfy the debts and liabilities of the company and the costs, charges and expenses of winding it up, and for the adjustment of the rights of the contributories amongst themselves; and the liquidators may, in making a call, take into consideration the probability that some of the contributories upon whom the call is made may partly or wholly fail to pay their respective portions of the same. |