and no dividend had been paid. [Manchester Cotton Co., 16 L. T. 583.]

A voluntary winding-up is no bar to the right of any creditor to have the company wound-up by the Court if the Court is of opinion that the rights of such creditor would be prejudiced by such voluntary winding-up (C. A. 1862, s. 145). [Rotherham Alum Co., 1882, W. N. p. 182.]

The Court may make a compulsory order or an order directing the voluntary winding-up to continue subject to the supervision of the Court, and upon such terms as the Court thinks just. [C. A. 1862, s. 147.]

When a company is in voluntary liquidation, an unpaid creditor is not entitled to an order for a compulsory windingup ex debito justitiæ, if it appears that he will be paid in full and that the majority of other creditors oppose the application. [Universal Drug Supply Association, 22 W. R. 675.]

A creditor with an unliquidated claim may obtain a supervision order for the purpose of having his claim estimated in Chambers. [Yniscedwyn Iron Co., 19 W. R. 194.]

If a tender is made to such a creditor and he refuse it the order will direct the claimant to pay all costs under it unless he establishes a claim in excess of the tender. [Ibid.]

Petitions may be presented by shareholders where the company is a "bubble" company [London and County Coal Co., 3 Eq. 355]; where there is matter requiring serious investigation [West Surrey Tanning Co., 2 Eq. 737], or where the substratum of the company is considered to be gone [Diamond Fuel Co., 13 Ch. D. 400]. But a shareholder will petition unsuccessfully when he attempts to wind up an unsuccessful though solvent company against the wish of the majority of the shareholders [Langham Skating Rink, 5 Ch. D. 669; London and Suburban Bank, Ch. D. 641]. He will also fail where he has not held his shares during at least six months in the eighteen months preceding the petition. These months need not, however, be consecutive [Wala Wynaad Gold

I

Co., 47 L. T. 128.] But an unregistered transferee of scrip certificates on undertaking to make himself a legal member has been allowed to petition [Ex parte Ellis, 34 L. J. Ch. 237], as has also a former shareholder who was liable to be placed on the B list of contributories. [Times Fire Insurance, 8 Jur. (N.S.) 111.] A shareholder whose calls are in arrear will in general have his petition dismissed with costs. [European Life Assurance, 10 Eq. 403; Steam Stoker Co., 19 Eq. 416.]

But the non-payment of calls is not an absolute bar to a shareholder's petition. [Diamond Fuel Co., 13 Ch. D. 400.] A shareholder who is otherwise indebted to the company is debarred.

To entitle a holder of fully paid-up shares to petition, he must usually prove that the company has ceased to carry on business, and shew that there are assets of the company of such an amount that in the event of a winding-up he will have a tangible share of surplus to receive. [Rica Gold Washing Co., 11 Ch. D. 36.]

Where a shareholder who had presented a petition for winding-up by the Court asked at the hearing for an adjournment to pass resolutions for a voluntary winding-up, the Court being of opinion that the case required investigation, made a compulsory order giving the carriage of it to another shareholder who appeared to support the petition. [Berlin Markets Co., 24 L. T. 773.]

Where a company is in voluntary liquidation the Court will not on the application of a contributory make a supervision order unless the resolution for winding-up has been improperly obtained. [Sir John Moore Gold Co., 37 L. T. 242.]

UNREGISTERED COMPANIES.

By sect. 199 of the Act 1862, any partnership, association, or company (except railway companies incorporated by Act of Parliament) consisting of more than seven members which is not registered under this Act, may be wound up compulsorily

under the Companies Acts, but no such company shall be wound up under the Acts either voluntarily or under supervision.

The principal office of such a company shall be deemed to be the registered office.

An unregistered company may be wound up whenever (1) it is dissolved or has ceased to carry on business, or exists only for the purpose of winding-up; (2) whenever it is unable to pay its debts; (3) whenever it is just and equitable to wind it up.

Such company shall be deemed unable to pay its debts (1) whenever it has neglected for three weeks to pay a debt due and exceeding £50 after a demand in writing; (2) whenever the company has failed after ten days' notice to indemnify any member from an action brought against him for a debt due, or alleged to be due, from the company; (3) whenever an execution levied against the company or against any person sued on its behalf is returned unsatisfied; (4) whenever in the case of a mine within the jurisdiction of the Stannaries an order absolute for the sale of the machinery and materials has been made in a creditor's suit; (5) whenever it is proved to the satisfaction of the Court that the company is unable to pay its debts.

An unregistered company must not be confounded with an illegal association which is incapable of being wound up. [Padstow Total Loss Association, 20 Ch. D. 137.]

Under the term unregistered companies are included companies duly formed under special Acts of Parliament, or by charter or letters patent.

Under sect. 199 can be wound up dock companies, ferry companies, canal companies, telegraph companies, cost-book mines, and chartered banks.

Unregistered associations of more than seven members but less than twenty, can also be wound up under this Act. [Adansonia Fibre Co., 9 Ch. 635.]

CHAPTER XIV.

THE PETITION.

GREAT expedition is always desirable in the presentation of a petition as it not unfrequently happens that two or more petitions against the same company are presented on the same day, and the creditor upon whose petition the winding-up order is made usually has the carriage of the liquidation, and the nomination of the official liquidator. On the other hand any creditor who presents a petition with notice of a prior petition is liable to have his petition dismissed with costs. [Joint Stock Coal Co., 8 Eq. 146.]

The form of petition must necessarily vary considerably. In Appendix I. will be found various forms of petitions which can easily be altered to suit the circumstances of most cases.

The petition must shew on its face a sufficient cause for a winding-up.

The petitioner can assign his petition to any Judge of the Chancery Division having chief clerks and Chambers.

The petition must be presented by leaving the same at the Secretary of the Rolls' Office, Rolls Yard, Chancery Lane. This office will probably shortly be removed to the Royal Courts of Justice.

A day is then fixed for the hearing of the petition.

A copy of the petition must be served upon the company by leaving the same at its registered office.

Notice of the petition must be published in the London Gazette, and once at least in two other newspapers circulating in the district where the Company carries on its business, and an interval of seven clear days must elapse between the appearance

of the advertisement and the hearing of the petition, but the Court has power to waive any irregularity in the appearance of the advertisements, and if there is no opposition will generally declare them sufficient. [McLean & Co. 1881, W. N. 8.]

The priority of a petition is determined by the date of the appearance of the advertisements. [United Ports Co., 39 L. J. Ch. 146. Trades Bank, 1877, W. N. 268.]

A creditor who presents a petition for winding-up in ignorance of a prior petition is entitled to his costs up to the time when he has notice of the prior petition, but if he then proceeds he will not be allowed his further costs, unless he has good reason to suppose that the other petition is not bonâ fide, in which case he is justified in proceeding and will be allowed his costs. [General Financial Bank, 20 Ch. D. 276.]

Where several petitions are bonâ fide presented the Court usually makes one order on all the petitions, and where petitions have been presented to different branches of the Court an order will in general be made transferring the other petitions to that branch of the Court to which the first petition is attached. [West Hartlepool Ironworks, 10 Ch. 629.]

When a winding-up order is made upon two petitions the advertisements of which appear in the same number of the London Gazette, the petitioner whose petition has been first presented is entitled to the carriage of the order. [Storforth Lane Colliery, 10 Ch. D. 487], unless there is reason to doubt his bona fides when the Court will make one order on both petitions and give the carriage of the order to the second petitioner.. [General Financial Bank, 20 Ch. D. 276.]

Where, after the presentation and before the hearing of a petition, the petitioner himself had filed a petition for liquidation of his own affairs, the Court required him to give security for costs, and stayed all proceedings against the company until this was done. [Carta Para Gold Mining Co., 19 Ch. D. 457.]

The advertisement should state the name of the company (correctly, otherwise the advertisement will be void), [City