debts, of the testator shall be paid out of his personal estate, shall not be deemed to be a declaration of an intention contrary to or other than the rule in the said section contained, unless such contrary or other intention be further declared by words expressly or by necessary implication referring to all or some of the testator's debts, or debts charged by way of mortgage on any part of his real estate, R.S.M. c. 174, s. 33. CHAPTER 205. An Act respecting the Winding-up of Companies. HI IS MAJESTY, by and with the advice and consent follows: SHORT TITLE. 1. This Act may be cited as "The Companies Windingup Act." R.S.M. c. 175, s. 1. APPLICATION OF ACT. 2. This Act shall apply to all incorporated companies or associations incorporated by the Legislature, or under the authority of any Act of this Province, and to all companies and associations, whose incorporation and the affairs thereof, in the particulars hereinafter mentioned, are subject to the legislative authority of this Province. R.S.M. c. 175, s. 2. INTERPRETATION. 3. In this Act, unless the context otherwise requires,— (a) the expression "court" means the Court of King's "Court." Bench, and any judge of the court may at any time, whether sitting in chambers or in court, exercise all the powers conferred by this Act upon the court; Power of judge. tributory." (b) the expression "contributory" means every person "Conliable to contribute to the assets of a company under this Act, in the event of the same being wound up; and, also, in all proceedings prior to the final determination of such persons, includes any person alleged to be a contributory; nary reso (c) the expression "extraordinary resolution" means a "Extraordiresolution passed by a majority of not less than three-lution." fourths of such members of the company, for the time being entitled to vote, as may be present in person, or by proxy (in cases where by the Act or charter or instrument of incorporation or the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution has been duly given; (d) the expression "special resolution" means a resolu tion passed in the manner necessary for an extraordinary resolution, where the resolution after having been so passed as aforesaid has been confirmed by a majority of such members (entitled according to the Act, charter or instrument of incorporation or the regulations of the company to vote) as may be present, in person or by proxy, at a subsequent general meeting of which notice has been duly given, and held at an interval of not less than fourteen days, or than one month, from the date of the meeting at which the resolution was first passed. more (2) Those persons only who for the time being are entitled to vote at general meetings of the company for the purposes of this Act shall be deemed to be members of the company. (3) If a contributory dies, either before or after he has been placed on the list of contributories hereinafter 'mentioned, his personal representatives, heirs and devisees shall be liable in due course of administration to contribute the assets of the company in discharge of the liability of such deceased contributory, and such personal representatives, heirs and devisees shall be deemed to be contributories accordingly. R.S.M. c. 175, s. 3. When companies may voluntarily. WHEN COMPANIES MAY BE WOUND UP. 4. A company may be wound up under this Act, (a) where the period, if any, fixed for the duration of be wound up the company by the Act, charter or instrument of incorporation has expired; or where the event, if any, has occurred, upon the occurrence of which it is provided by the Act or charter or instrument of incorporation that the company is to be dissolved, and the company in general meeting has passed a resolution requiring the company wound up; On special resolution. On extraordinary resolution. to be (b) where the company has passed a special reso special resolution (as hereinbefore defined) requiring the company wound up; to be (c) where the company (though it may be solvent as respects creditors) has passed an extraordinary resolution (as herein before defined) to the effect that it has been proved to their satisfaction that the company cannot by reason of its liabilities continue its business, and that it is advisable to wind up the same. R.S.M. c. 175, s. 4. order of the 5. Where no such resolution has been passed as men- When by tioned in the next preceding section, the court may, on the court. application of a contributory, make an order for winding up, if the court is of opinion that it is just and equitable that the company should be wound up. R.S.M. c. 175, s. 5. ment of 6. A winding-up shall be deemed to commence at the Commencetime of the passing of the resolution authorizing the wind-winding up. ing-up, or of making the order directing the winding-up. R.S.M. c. 175, s. 6. REGISTRATION. of winding 7. A copy of the resolution or order for winding up, Registration certified by the liquidator, may be registered in the land up order. titles office or registry office of any land titles or registration district wherein the company has any real estate; the resolution or order shall be accompanied by a description of the real estate belonging to the company in the land titles or registration district, and certified by the liquidator to be a correct description; and the district registrar or registrar shall register the order and description upon payment to him of a fee of one dollar. R.S.M. c. 175, s. 7. CONSEQUENCES OF COMMENCING TO Wind up. upon the Consequences of commenc 8. The following consequences shall ensue commencement of the winding-up of a company under the ing to authority of this Act: wind up. Extent to which com commence- after com of winding (a) The company shall, from the date of the ment of the winding-up, cease to carry on its except in so far as may be required for the winding-up thereof; and any transfers of shares, except up. transfers made to or with the sanction of the liquidators, Transfer or any alteration in the status of the members of the com- of shares. pany, after the commencement of the winding-up, shall be void, but the corporate state and all the corporate powers of the company shall, notwithstanding it may be otherwise provided by the Act, charter or instrument of incorporation, continue until the affairs of the company are wound up; company. (b) The property of the company shall be applied in Property of satisfaction of its liabilities and, subject thereto and to the charges incurred in winding up its affairs (unless it is otherwise provided by the Act, charter or instrument of incorporation), be distributed amongst the members according to their rights and interests in the company; Liquidators. Appointment of liquidators. Remunera tion. Security. One liquidator. When powers of directors to cease. Powers of several liquidators. Appointment of inspectors. (c) Liquidators shall be appointed for the purpose of winding up the affairs of the company and distributing the property; (d) The company in general meeting, or in default thereof the court, shall appoint such persons or person as the company or court thinks fit to be liquidators or a liquidator, and may fix the remuneration to be paid to them or to him, and they shall give such security as the cintributories or the court may determine; (e) If one person only is appointed, all the provisions herein contained in reference to several liquidators shall apply to him; (f) Upon the appointment of liquidators, all the powers of the directors shall cease, except in so far as the company in general meeting, or the liquidators, may sanction the continuance of such powers; (g) Where several liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be 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; (h) The members of the company may at any meeting appoint one or more than one inspector to superintend and direct the proceedings of the liquidator in the management and winding-up of the estate; and in case of such appointment all the powers of the liquidator shall be exercised subject to the advice and direction of the inspectors; and the Revocations. members of the company may also at any subsequent meeting held for that purpose revoke any such appointment; and, upon such revocation, or in case of death, resignation or absence from the Province of an inspector, may appoint another in his stead; and such inspector may be paid such remuneration as the members of the company may determine; and where 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; Remunera tion. Directions as to disposal of property of the company by liquidation. (i) The members of the company may, at any meeting, pass any resolution or order, directing the liquidator how to dispose 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 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.M. c. 175, s. 8. |