winding up a company, when supported by reasonable evidence, will fail to secure the supervision of the Court, especially when "voluntary" action has been forced on by the petition (7920); and

7925. Resistance or Collusion.-When the voluntary winding up of a company has been resisted in the face of evidence of its necessity, or has been initiated or conducted in a collusive or suspicious manner, a petition for winding up will usually result in a compulsory order.

ADVERTISEMENTS OF ORDERS.

7926. Essential.—When an order of the Court has been obtained for the supervision or compulsory winding up of a company, it must be advertised, within twelve days after the date thereof, once in the London Gazette, or it will become void; and

7927. Formal Delivery to Judge.-Within ten days after the date of an order for winding up a company, the petitioner, if he desires to remain in some sort of control of the subsequent business, must formally deliver a certified copy of such order to the judge (in chambers) who is charged with the winding up; for,

7928. Risk of Neglect. If the petitioner, who has obtained an order for the winding up of a company, fails to deliver a certified copy of such order to the judge, within ten days of the date thereof, any other person interested in the winding up has then the right of presenting such copy, and of consequently obtaining authority to stand in a primary position in reference to subsequent proceedings, to the exclusion of the original petitioner from his right of occupying the first position.

PENDING PROCEEDINGS.

7929. Compulsory Suspension.-As soon as a petition is presented for winding up a company, the Court has power to stay proceedings and process against the company, until after the petition has been heard; thus,

7930. Executions Stayed.—If a creditor obtains judgment and execution against a company, and a petition is immediately presented for winding up, the Court has power to stay the execution until after the petition is heard, with opportunity for the execution creditor to answer; and

7931. Control of Court.-When an execution against a company is stayed by a petition for winding up, and an order follows, the Court has the right to realize to its own satisfaction the value of the property; though, in that case,

7932. First Charge.-The execution creditor's claim, in full, is the first charge upon the nett proceeds.

THE PROCESS OF WINDING UP.

FIRST EFFECT.

7933. Directors Superseded.—The immediate effect of a resolution (7871-2) or order (7922) for winding up a company is to abolish the power of the directors in favour of the liquidator or liquidators; for, 7934. Independent Persons.—It is of the essence of the whole principle of "winding up," as applied to companies, that the subsequent business shall be in the hands of some person or persons independent and outside of the authorities of the company previously to that time; provided, however,

7935. Permitted to Take Part.-The directors of a company may be permitted to take part, jointly with the liquidator, in the winding up of a company; and

7936. Compelled to Assist.-After an order for winding up a company by the Court, the late directors may be compelled to render assistance to the official liquidator, on terms prescribed by the Court.

LIQUIDATORS.

7937. Important Considerations.-The competency, trustworthiness, and unprejudiced relationships of a liquidator of a company in course of winding up are most important considerations for every one concerned; for,

7938. Great Power.-In the winding up of a company, the legal power of a liquidator is very great; and

7939. Discretionary Licence.-His discretionary licence almost unlimited.

7940. Two Liquidators.—When a company to be wound up is very large, or when it is surrounded by peculiar complications, two or more liquidators are sometimes appointed with great powers and responsibilities; but,

7941. One Liquidator.-As a general rule, in the winding up of a company, it is more economical, and in some respects more convenient and efficient, for the office of liquidator to be entrusted to a single individual of tried ability and integrity.

VOLUNTARY LIQUIDATORS.

7942. By Members.-When the winding up of a company is voluntary, the appointment of liquidator rests with the members of the company; and

7943. Same Resolution.-The same resolution which determines upon winding up may also name the liquidator; or,

7944. Subsequent Resolution.—The appointment of that official may be by a subsequent resolution at the same meeting, or at an adjournment thereof.

7945. Appeal.—Any person interested in the winding up of a company, who is dissatisfied with the liquidator appointed, is entitled to appeal to the Court to set aside the appointment; and

7946. Frequent Dissatisfaction.-It frequently happens that a petition for the supervision or compulsory winding up of a company by the Court, arises out of the dissatisfaction of one or more members or creditors, who may show cause why the liquidator already appointed, under a voluntary winding up, is unfitted for the office; for,

7947. Unlimited Discretion.—When a company has already determined to wind up voluntarily, and has appointed a liquidator, the Court, on subsequent petition, has still unlimited discretion; either, 7948. To confirm such winding up and appointment; or, 7949. To remove the liquidator and appoint another in his place; or,

7950. To undertake the supervision; or,

7951. To quash all the previous proceedings, and make an order for subsequent proceedings to be compulsory, under an official liquidator appointed solely upon the authority of the Court.

OFFICIAL LIQUIDATORS.

7952. Sole Option of Court.—In all cases where the Court is called upon to decide upon the manner of winding up a company, the appointment of a liquidator is at its sole option and discretion; notwithstanding,

7953. Invariable Rule.—When a petition for winding up a company is unopposed, and the parties interested are unanimous in the nomination of a liquidator, such nomination is invariably confirmed by the Court; and

7954. Provisional Appointments.-When the circumstances leading to the winding up of a company are peculiar, the Court has power to appoint a provisional official liquidator, to hold office from the time of presenting the petition until he is confirmed or superseded by a permanent appointment, after the order is made.

7955. Nominations by Petitioners. In the appointment o. an official liquidator, the Court will always consider favourably the nomination made by the petitioner (7927), or otherwise by the person who may supersede the petitioner by subsequent proceedings (7928); and

7956. Unopposed Nomination.-The unopposed nomination of either of those parties will always be confirmed by the Court without further parley; but,

7957. Opposed Nominations.—When the parties moving in the winding up of a company by the Court are not unanimous in the nomination of an official liquidator, the Court has discretionary power either to make a eremptory appointment forthwith, or to adjourn the question to a future date, to be advertised; yet,

7958. Hearing for Contending Parties.-Though the Court has theoretically the power to make a peremptory appointment of an official liquidator, at its sole discretion, the practice has invariably been, when parties have not been agreed, to name a future day for the appointment, when contending parties may be formally heard; thus, 7959. Advertisement.-When the Court names a time for the future appointment of a liquidator to wind up a company, an advertisement must appear as follows :

"In the Matter of the Companies Act, 1862, and

Company.

of the

"Notice is hereby given, that the Master of the Rolls has fixed the 18-, at o'clock in the

day af. -noon, at his Chambers in the Rolls Yard, Chancery Lane, in the county of Middlesex, as the time and place for the appointment of an official liquidator of the above-named Company.

"Signature of the Chief Clerk."

7960. Order of Court.-The advertisement naming the time for appointment of an official liquidator must be advertised as the Court may order, the general rule directing that it shall appear in the customary papers (7961) seven days at least, and fourteen days at most, before the time appointed; but,

7961. The rule of Court which makes an advertisement in certain cases a necessary preliminary to the appointment of an official liquidator, does not specify whose duty it is to insert such advertisement, so that the parties most interested in furthering the business should take steps to ensure its due appearance.

7962. By Contributories.-When a time is advertised for the appointment of an official liquidator, all contributories are entitled to nominate; and

7963. Form of Nomination.-The following is the prescribed form for the nomination of a liquidator :

"In the Matter of the Companies Act, 1862, and

Company.

of the

"We, the undersigned, contributories of the above-named Company for

the number of shares placed opposite our respective names, hereby propose Mr. W. T., of &c., public accountant, to be the official liquidator of the said Company [and H. N., of &c., and J. P., of &c., to be his sureties (7965).]

Name.

Address.

Number of Shares held.

7964. Selection by Court.-Upon the day named by the Court for appointing an official liquidator, as advertised (7959), the Court, upon receiving nominations (7962) and hearing counsel, is empowered to select either the person appearing to have a majority of nominations, or otherwise, giving preference to the majority unless special cause to the contrary be fully shown.

SURETIES OF LIQUIDATORS.

7965. Indefinite.-The Act is rather indefinite, and by no means uniform, in requiring liquidators to find sureties for their pecuniary correctness in winding up a company.

7966. Optional.-When a liquidator is appointed by a company under a resolution (7871-2), such appointment may or may not be subject to giving security for faithful discharge of duties:

7967. Discretion of Members.-The matter is entirely at the mercy or vigilance of the members, as the case may be.

7968. Contributories and Creditors.-Any contributory or creditor of a company which is in course of winding up, may move the Court to compel a voluntary liquidator to give security; and

7969. Discretion of Court.-The Court in such case, or in any case of voluntary winding up, under supervision or otherwise, or in case of provisional appointments, has a wide margin of discretion; but, 7970. Decision of Court.-The Court, in any case where the subject is brought before it, may insist upon a liquidator finding sureties for any amount it may determine; and

7971. Compulsory.—In all cases of the permanent appointment of an official liquidator, the Court must require that official, before commencing the discharge of his duties, to enter into a recognizance with two or more sufficient sureties, in such sum as the judge may approve; provided that,

7972. Guarantee Societies Available.—It is expressly allowed by the rules of Court, that the judge, in his discretion, may accept in lieu of personal sureties the guarantee of any society established by