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When an order has once been made for winding-up the company, the intervention of the court to stop actions and suits is not required, as the Act itself provides that no suit, action, or other proceeding shall be proceeded with or commenced against the company except with the leave of the court.
The court has now assumed the office of collecting Appointthe assets for the purpose of distributing them in a due official course of administration, and the next step it takes is to ss. 92, 93, appoint the official liquidators, the persons to whom the business of winding-up the company is to be intrusted. In practice the appointment of liquidators is made by a chief clerk in chancery, and the case is not brought into court unless the parties are dissatisfied with the chief clerk's selection.
The powers of the official liquidators are very ex- Powers of tensive.
The property of the company is not technically vested in them, but they have ample powers conferred on them of selling, bringing actions, proving for dividends, and doing all such other things as are necessary for windingup the company. They are not obliged to bring the business of the company to a sudden close, but may continue it so long as they think necessary for the beneficial winding-up of the company.
official liquidators. 8. 95.
The court may provide by any order, that the official s. 96. liquidators may exercise any of their powers without the intervention of the court, but if no such order is made, they must refer to the court for its directions on every occasion.
The official liquidators may, with the approval of the solicitor.
Salary of liquidators.
Proceedings of liquida
court, appoint a solicitor to help them in their labours; and the court has power to award to their appointe such remuneration for his services as it thinks fit. The salary of the official liquidators themselves is fixed by the court, either at the time of their appointment or afterwards.
As soon as the official liquidators are appointed, they proceed to take into their custody all the property of the company, and to make out a list of the persons liable List of con- to contribute to pay the debts of the company.
making out the above list, the liquidators must dis tinguish between persons who are contributories in their own right, and persons who are contributories as being representatives of, or being liable to, the debts of others They will be guided by the principles that have bee pointed out as tests of the liability of the shareholders the list is revised by the chief clerk, and any membe who thinks he has good ground for objecting to the r vision, may appeal to the court (a).
No necessity exists for the liquidators bringing action 8s. 101, 102. to enforce contribution, as the court has full power & ordering any contributory to pay any moneys due fro him to the company as an ordinary debt, as well as ar contribution required of him, and of enforcing its ordes by the same methods in which orders made within t ordinary jurisdiction of the Court of Chancery are e forced.
If a contributory be about to abscond, or to remov or to conceal any of his property, the court may dire
(a) As to contributories, see Part I., Chap. III., p. 69; note section 74; as to details of practice, see Appendix I., Part II.
him to be arrested, and his books, papers, goods and
As soon as the creditors are satisfied, the court pro- Adjustment of rights of ceeds to adjust the rights of the contributories amongst contributhemselves, and for that purpose has power to make 8. 109. calls on the contributories, to the extent of their liability for such sums as it deems expedient.
The court may, in the event of the assets being in- Court to sufficient to satisfy the liabilities, make an order as to s. 110. the payment out of the estate of the company of the costs, charges, and expenses incurred in winding-up in such order of priority as the court thinks just.
When the affairs of the company have been completely Dissolution wound up, the court makes an order that the company s. 111. he dissolved from the date of such order, and the company will be dissolved accordingly.
Orders made by the court in England may be en- s. 120. forced in Scotland and Ireland by the same courts as would have had jurisdiction in winding-up the company if its registered office had been situate in Scotland or Ireland.
In the same manner, orders made in Scotland may be enforced in England and Ireland, and orders made in Ireland may be enforced in England and Scotland by
Voluntary visting-up. 8.129.
the courts having jurisdiction in winding-up companies in those countries respectively.
The Act proceeds to provide that a company may be wound up voluntarily :
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 ha 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 resolution to the effect that it has been proved to their satisfaction that the company can not by reason of its liabilities continue its business, and that it is advisable to wind up the same. The nature of a special resolution has been fully explained at page 167. An extraordinary resolution is a resolution passed by a majority of not less than three-fourths of the members of the company assembled at a general meeting, of which notice specifyin. the intention to propose such resolution has been duly given; in other words, an extraordinary resolu tion is the first stage of a special resolution, or a special resolution not requiring confirmation at a subsequent meeting.
In the voluntary winding-up of a company, the Liquidators liquidators are the agents of the company, and are winding-up. appointed by them in general meeting; they are invested with all the powers of official liquidators, and, in addition thereto, may make calls on the contributories for payment of creditors, and for the adjustment of the rights of the contributories amongst themselves. They act without the intervention of the court, but are empowered to apply to the court for aid to determine any questions arising in the matter of the winding-up, or to exercise as respects the enforcing of calls, or in respect of any other particular matter, any of the powers which the court might exercise for the company while being wound up compulsorily.
As soon as the affairs of the company are fully s. 142. wound up, the liquidators must prepare an account, showing the manner in which the winding-up has been conducted, and the property of the company disposed of. The next step is to call a general meeting for the purpose of considering the account, and hearing any explanation that may be given by the liquidators. The meeting has no power to open the accounts, or reverse any of the proceedings of the liquidators; but any member of the company who thinks they have been guilty of a breach of trust, may of course institute proceedings in the Court of Chancery, with a view of punishing them. The liqui- s. 143. dators must make a return to the registrar of the fact of a meeting having been held, and of the date thereof, and at the expiration of three months from the date