Contribu tories in case of marriage. shall be deemed to represent such bankrupt for all the purposes of the winding up, and shall be deemed to be contributories accordingly, and may be called upon to admit to proof against the estate of such bankrupt, or otherwise to allow to be paid out of his assets, in due course of law, any monies due from such bankrupt in respect of his liability to contribute to the assets of the company being wound up; and for the purposes of this section any person who may have taken the benefit of any Act for the relief of insolvent debtors before the eleventh day of October one thousand eight hundred and sixty-one shall be deemed to have become bankrupt. If any female contributory marries, either before or after she has been placed on the list of contributories, her husband shall during the continuance of the marriage be liable to contribute to the assets of the company the same sum as she would have been liable to contribute if she had not married, and he shall be deemed to be a contributory accordingly (a). Circumstances under which company may be wound up by Court. Company when deemed unable to pay its debts. SECTION I. WINDING UP BY COURT. A company under this Act may be wound up by the Court as hereinafter defined, under the following circumstances:1. Whenever the company has passed a special resolution requiring the company to be wound up by the Court. 2. Whenever the company does not commence its business within a year from its incorporation, or suspends its business for the space of a whole year. 3. Whenever the members are reduced in number to less than seven. 4. Whenever the company is unable to pay its debts. 5. Whenever the Court is of opinion that it is just and equitable that the company should be wound up. A company under this Act is deemed to be unable to pay its debts-1. Whenever a creditor, by assignment or otherwise, to whom the company is indebted, at law or in equity, in a sum exceeding fifty pounds then due, has served on the company, by leaving the same at their registered office, a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service (a) 25 & 26 Vict. c. 89, ss. 74–78. of such demand neglected to pay such sum, or to secure or compound for the same to the reasonable satisfaction of the creditor. 2. Whenever, in England and Ireland, execution or other process issued on a judgment, decree, or order obtained in any court in favour of any creditor, at law or in equity, in any proceeding instituted by such creditor against the company, is returned unsatisfied in whole or in part. 3. Whenever, in Scotland, the induciæ of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest have expired without payment being made. 4. Whenever it is proved to the satisfaction of the Court that the company is unable to pay its debts. "the Court.' The expression "the Court," as used in this part of this Act, Definition of shall mean the following authorities :-In the case of a company engaged in working any mine within and subject to the jurisdiction of the stannaries,-the Court of the Vice-Warden of the Stannaries, unless the Vice-Warden certifies that in his opinion. the company would be more advantageously wound up in the High Court of Chancery, in which case "the Court" shall mean the High Court of Chancery. In the case of a company registered in England that is not engaged in working any such mine as aforesaid,—the High Court of Chancery. In the case of a company registered in Ireland, the Court of Chancery in Ireland. In all cases of companies registered in Scotland, the Court of Session in either division thereof. Provided that where the Court of Chancery in England or Ireland makes an order for winding up a company under this Act, it may, if it thinks fit, direct all subsequent proceedings for winding up the same to be had in the Court of Bankruptcy having jurisdiction in the place in which the registered office of the company is situate; and thereupon such last-mentioned Court of Bankruptcy is, for the purposes of winding up the company, deemed to be "the Court" within the meaning of the Act, and shall have for the purposes of such winding up all the powers of the High Court of Chancery, or of the Court of Chancery in Ireland, as the case may require. Any application to the Court for the winding up of a company Application for winding under this Act shall be by petition; it may be presented by the up to be company, or by any one or more creditor or creditors, contribu- made by petition. tory or contributories of the company, or by all or any of the Power of Commencement of winding up by Court. Court may grant injunction. Course to be pursued by Court on above parties, together or separately; and every order which may be made on any such petition shall operate in favour of all the creditors and all the contributories of the company in the same manner as if it had been made upon the joint petition of a creditor and a contributory. Any judge of the High Court of Chancery may do in chambers any act which the Court is hereby authorised to do; and the Vice-Warden of the Stannaries may direct that a petition for winding up a company be heard by him at such time and at such place within the jurisdiction of the Stannaries, or within or near to the place where the registered office of the company is situated, as he may deem to be convenient to the parties concerned, or (with the consent of the parties concerned) at any place in England; and all orders made thereupon shall have the same force and effect as if they had been made by the ViceWarden sitting at Truro or elsewhere within the jurisdiction of the Court, and all parties and persons summoned to attend at the hearing of any such petition shall be compellable to give their attendance before the Vice-Warden by like process and in like manner as at the hearing of any cause or matter at the usual sitting of the said Court; and the registrar of the Court may, subject to exception or appeal to the Vice-Warden as heretofore used, do and exercise such and the like acts and powers in the matter of winding up as he is now used to do and exercise in a suit on the equity side of the said Court. A winding up of a company by the Court shall be deemed to commence at the time of the presentation of the petition for the winding up. The Court may, at any time after the presentation of a petition for winding up a company under this Act, and before. making an order for winding up the company, upon the application of the company, or of any creditor or contributory of the company, restrain further proceedings in any action, suit, or proceeding against the company, upon such terms as the Court thinks fit; the Court may also at any time after the presentation of such petition, and before the first appointment of liquidators, appoint provisionally an official liquidator of the estate and effects of the company. Upon hearing the petition the Court may dismiss the same with or without costs, may adjourn the hearing conditionally or unconditionally, and may make any interim order, or any other hearing order that it deems just. When an order has been made for winding up a company under this Act no suit, action, or other proceeding shall be proceeded with or commenced against the company except with the leave of the Court, and subject to such terms as the Court may impose. petition. Actions and stayed after suits to be order for winding up. to be for When an order has been made for winding up a company Copy of order under this Act, a copy of such order shall forthwith be for- warded to warded by the company to the registrar of joint-stock com- registrar. panies, who shall make a minute thereof in his books relating to the company. The Court may at any time after an order has been made for winding up a company, upon the application by motion of any creditor or contributory of the company, and upon proof to the satisfaction of the Court that all proceedings in relation to such winding up ought to be stayed, make an order staying the same, either altogether or for a limited time, on such terms and subject to such conditions as it deems fit. When an order has been made for winding up a company limited by guarantee and having a capital divided into shares, any share capital that may not have been called up shall be deemed to be assets of the company, and to be a debt (in England and Ireland of the nature of a specialty) due to the company from each member to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the Court. The Court may, as to all matters relating to the winding up, have regard to the wishes of the creditors or contributories, as proved to it by any sufficient evidence, and may, if it thinks it expedient, direct meetings of the creditors or contributories to be summoned, held, and conducted in such manner as the Court directs, for the purpose of ascertaining their wishes, and may appoint a person to act as chairman of any such meeting, and to report the result of such meeting to the Court. In the case of creditors, regard is to be had to the value of the debts due to each creditor, and in the case of contributories to the number of votes conferred on each contributory by the regulations of the company (a). (a) 25 & 26 Vict. c. 89, ss. 79-91. VOL. I. Appointment of official liquidator. Resignations, Style and duties of official liquidator. Powers of official liquidator. SECTION II. OFFICIAL LIQUIDATORS. For the purpose of conducting the proceedings in winding up a company, and assisting the Court therein, there may be appointed a person or persons to be called an official liquidator or official liquidators; and the Court having jurisdiction may appoint such person or persons, either provisionally or otherwise, as it thinks fit, to the office of official liquidator or official liquidators; in all cases if more persons than one are appointed to the office of official liquidator, the Court shall declare whether any act hereby required or authorised to be done by the official liquidator is to be done by all or any one or more of such persons. The Court may also determine whether any and what security is to be given by any official liquidator on his appointment; if no official liquidator is appointed, or during any vacancy in such appointment, all the property of the company shall be deemed to be in the custody of the Court. Any official liquidator may resign or be removed by the Court on due cause shown. And any vacancy in the office of an official liquidator appointed by the Court shall be filled by the Court. There shall be paid to the official liquidator such salary or remuneration, by way of per-centage or otherwise, as the Court may direct; and if more liquidators than one are appointed such remuneration shall be distributed amongst them in such proportions as the Court directs. The official liquidator or liquidators shall be described by the style of the official liquidator or official liquidators of the particular company in respect of which he is or they are appointed, and not by his or their individual name or names; he or they shall take into his or their custody, or under his or their control, all the property, effects, and things in actions to which the company is or appears to be entitled, and shall perform such duties in reference to the winding up of the company as may be imposed by the Court. The official liquidator shall have power, with the sanction of the Court, to do the following things :-To bring or defend any action, suit, or prosecution, or other legal proceeding, civil or criminal, in the name and on behalf of the company. To carry on the business of the company, so far as may be necessary for |