transferee without notice, of shares certified to be, is not liable, 34.
warrants for, to bearer, 36: and see PAID-UP SHAREHOLDer.

payment for,

in cash, unless otherwise determined by contract duly filed, 34.
in advance, 128.

purchase by company of its own, whether legal, 26.

purchaser, contract of, 13.

reduction of: see REDUCTION.

relief from contract to take, 20, 247.

after winding-up commenced, 20.

sale of property of company in consideration of, 102.

dissentient shareholder cannot be compelled to take, 103.

stock, conversion into: see STOCK.

subdivision of, 31, 253.

transferee without notice of shares certified to be fully paid, is not liable, 17,
34.

transfers of, 128, 129: see TRANSFER.

directors cannot refuse, except under terms of articles, 12, 13.

how transferable under Companies Act, 12.

transmission of, of deceased bankrupt or married member, 129, 130.
vendor of, contract of, 13, 35.

SPECIAL RESOLUTION,
definition of, 46.

invalid, if not fourteen days' interval, 46.
notice to be given of intention to propose, 46.
of dissent, after passing of, 104,

for voluntary winding-up, advertisement of, 88.
registration of, 48.

copy of, to be annexed to articles, 49.

SPECIALTY DEBT,

moneys payable by members under the articles are, 9.
liability of contributory creates, 62.

unpaid capital of company limited by guarantee, 70.
STAMP

on articles of association, 9.

on memorandum of association, 6.

on proxy paper, 138, 265.

on transfer of shares, 128.

STATEMENTS

to be made by directors to general meeting, 147.
to be made annually by certain companies, 44, 153.

STATUS,

alteration of, after commencement

of winding-up by or under supervision of the Court, 98, 269.

of voluntary winding-up, 88.

STATUTE OF LIMITATIONS: see LIMITATIONS.

STAYING PROCEEDINGS

in winding-up, 69, 70, 264.

STOCK,

conversion of paid-up shares into, under modified memorandum, 7, 253.
notice to be given, 16, 253.

effect of, 16.

regulations as to, 132.

certificate of, effect of, 17.

power for existing company to register, instead of shares, 114.

dividends in respect of, 132.

transfer of, 132.

voting in respect of, 132.

SUBDIVISION OF SHARES, 31, 253.

SUBSCRIBERS

of memorandum of association, 3, 13, 248.

contract and liability of, 13, 14.

discharged if all the shares are allotted to other persons, 14.

are directors until directors appointed, 138, 248.

SUIT,

power of, in name of public officer: see BANKING COMPANIES; JOINT STOCK
COMPANIES.

when leave given to proceed with, after winding-up order, 69.

leave to institute on summons in chambers, 268.

by official liquidator, 75.

and see ACTION.

SUMMONS-continued.

in winding-up-continued.
who may apply for, 84.
application is ex parte, 84.
appeal from, 84.

SUPERVISION ORDER,

power of Court to make, 95.

or in the alternative, a compulsory order, 277.
on contributory's petition, 94, 95, 277.

on creditor's petition, 277.

advertisement of, 173.

effect of, 96, 278.

service of, 277.

petition for: see PETITION.

when superseded by compulsory order, 97.
appointment of liquidators, 97, 278.

date of commencement of winding-up, 97, 278.

SURPLUS ASSETS,

distribution of, in winding-up, 82.

SURRENDER

of shares, 131.

and see SHARES, purchase by company of its own.
SUSPENSION

of business for a year, ground for winding-up order, 64, 120.
Table A., 126-150.

application of, 9, 126.

not to apply to companies not formed under Companies Act, 9, 117.
power to alter, 54.

TAXATION

of bills of costs, 344.

of costs in winding-up, 198.

TERMINATION

of winding-up, 191, 274: and see DISSOLUTION OF COMPANY.
TITLE OF PETITION, 171.

by deed, whether necessary, 128.

in blank, effect of, 128.

by delivery, whether valid, 128.

right to make

in case of shareholder, 12.

when indebted to company, 129.

in case of personal representative of deceased member, 14.

other persons who are not members, 130.

general rules with respect to, 12, 13.

to escape liability

out and out is valid, 12, 13.

when fictitious and invalid, 13.

when tainted with fraud, 13.

invalid as a deed, may be effectual, 128.

if invalid, leaves transferor liable, 13.

transferor should see to registration of, 35.

to be registered at request of transferor, 35.

after commencement of winding-up by or under supervision of Court, 98.
after commencement of voluntary winding-up, 87.

TRANSFER OF SHARES-continued.

liquidator may allow, 88.

action to recover money paid, on directors' refusal to execute, 13.
liability for call after, 54, 127.

stamps on, 128.

and see TRANSFEROR: TRANSFEREE.

TRANSFER OF STOCK, 132.

TRANSFEREE,

neglect of, to register transfer, 20.

duty of, on sale, 35, 36.

discretionary power of accepting, 13.
whether liable for call, 54, 127.

misdescription of, whether material, 13.

wilful misrepresentation as to, 13.

TRANSFEROR,

liability of, for calls, 54, 127.

where shares not in fact paid-up have been transferred as paid, 34.
may apply for transfers to be registered, 35.

holds "in his own right" as between himself and the company, 17.
whether shares so held give director's qualification, 17.

liability of, 17.

should give notice to company, 17.
company's lien against, 17.

position of director as, 140.

TRUSTS

right to indemnity in, 140.

are not to be entered on register, 17.

notice of, to company, effect of, 17.

not recognisable as between company and member, 17.

ULTRA VIRES,

payment for "placing" shares is, 140.

agreement to assign assets of company to promoter, is, 103.

contracts, whether capable of ratification, 7.

underwriting shares, what is, 14.

UNINCORPORATED COMPANY,

winding-up of, 120.

differences between, and incorporated: see INTRODUCTION, Xiii.—xvi.

in case of unregistered company, 124, 267.

VOLUNTARY WINDING-UP: see WINDING-up, Voluntary.

VOTES,

casting vote of chairman of directors, 143.

of general meeting, 136.

of committee of directors, 144.

of creditors and contributories, in meetings held in winding-up, 185.
of members, regulations as to, 48, 136, 156.

when calls in arrear, 137.

of joint holders of shares, 137.

of lunatic members, 137.

of member who has recently acquired his shares by transfer, 137.

clause in prospectus, of notice of contracts, 282.
of contract in writing, must be in writing, 39.

WARRANT: see SHARE Warrant.

WINDING-UP BY COURT, 64-86, 259 et seqq.
creditor's right to, 64, 261.

application to be made by petition, 66, 67, 260.

order for, under what circumstances had, 64, 261.

of companies incorporated by special Act of Parliament, 120.

of companies registered, but not formed under Companies Act, 117.
of unincorporated companies, 120.

of unregistered companies, 120.

commencement of, 68: see COMMENCEMENT.

compromise with contributories and creditors: see COMPROMISE.
contributories in: see CONTRIBUTORIES.

costs of,

who is to contribute to, 21.

in unregistered company, 122.

and see COSTS.

Court having jurisdiction in, 66, 259:

dispositions of property after commencement of, 98, 269.

distribution of surplus assets after, 82.

interest on debts in, whether ultra vires, 179.