charter or Act of Parliament, as sufficient security for an official liquidator to furnish.

DUTIES AND POWERS OF LIQUIDATORS.

7973. Partial Definition.—The duties and powers of an official liquidator are considerably defined by the Act, as follows :—

7974. To bring or defend any action, suit, or prosecution, or other legal proceeding, civil or criminal, in the name and behalf of the company (7996) : 7975. To carry on the business of the company so far as may be necessary for the beneficial winding up of the same:

7976. To sell the real and personal and heritable and movable property, effects, and things in action of the company by public auction or private contract, with power to transfer the whole thereof to any person or company, or to sell the same in parcels :

7977. To do all acts, and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that purpose to use when necessary the company's seal :

7978. To prove, rank, claim, and draw a dividend in the matter of the bankruptcy or insolvency or sequestration of any contributory, for any balance against the estate of such contributory, and to take and receive dividends in respect of such balance, in the matter of bankruptcy or insolvency or sequestration as a separate debt due from such bankrupt or insolvent, and rateably with the other separate creditors:

7979. To draw, accept, make, and indorse any bill of exchange or promissory note in the name and on behalf of the company, also to raise upon the security of the assets of the company from time to time any requisite sum or sums of money: and the drawing, accepting, making, or indorsing of every such bill of exchange or promissory note as aforesaid on behalf of the company shall have the same effect with respect to the liability of such company as if such bill or note had been drawn, accepted, made, or indorsed by or on behalf of such company in the course of carrying on the business thereof: 7980. To take out, if necessary, in his official name, letters of administration to any deceased contributory, and to do in his official name any other act that may be necessary for obtaining payment of any moneys due from a contributory or from his estate, and which act cannot be conveniently done in the name of the company; and in all cases where he takes out letters of administration, or otherwise uses his official name for obtaining payment of any moneys due from a contributory, such moneys shall for the purpose of enabling him to take out such letters or recover such moneys, be deemed to be due to the official liquidator himself:

7981. To do and execute all such other things as may be necessary for winding up the affairs of the company and distributing its assets.

SALARIES OF LIQUIDATORS.

7982. Judgment of Parties.-The remuneration of liquidators depends upon the opinion of the members or judge appointing him;

and

7983. Alterable.-Such remuneration may be varied from time to time at the discretion of the members or judge respectively; but,

7984. First Charge.--In every case of the winding up of a company, the salary of a duly appointed liquidator is the first charge upon the assets of the company.

PECUNIARY RESPONSIBILITIES.

7985. Voluntary Liquidators.-With regard to money passing through the hands of a voluntary liquidator, there is no invariable rule, other than the general instructions of the members and the course of business of the company; but,

7986. Bank of England.-Every official liquidator, duly ap pointed by the Court to wind up a company, is invariably required to pay all moneys and securities of the company passing through his hands into the Bank of England, within seven days after the receipt thereof, under a penalty of 10s. per £100 per week, and, at the discretion of the judge, a suspension or entire disallowance of salary during default; and

7987. Dead Capital.—When the proceedings in winding up are much delayed, and the balance in the Bank to the credit of the company is considerable, the official liquidator and the judge's clerk are empowered to direct the bank to invest from time to time such sum or sums in any Government securities they may direct, and it is the duty of the official liquidator to see that such an investment is effected whenever it seems reasonable.

7988. Outgoings.-All securities or cash required to be drawn out of the bank for the purposes of a company winding up under the Court, must be by formal order signed by the official liquidator and the judge's clerk.

ASSISTANCE.

7989. Ordinary Assistance.-Official liquidators have a general power, independently of any special authority, to employ clerks and other necessary persons to assist them in winding up a company; the exact powers of voluntary liquidators in that respect vary ac cording to the terms of their appointments.

LIQUIDATORS' SOLICITORS.

7990. Own Appointment.-Every liquidator is entitled to appoint his own solicitor, who is empowered to conduct all legal business connected with the winding up, and to appear in Court as and on behalf of the liquidator; and

7991. Legal Representative.—In all cases before the Court, when a liquidator's solicitor is present, the liquidator need not attend himself, unless some business personal to him is to be decided upon, or when the Court has specially ordered his attendance,

7992. Fees of Solicitors.-The fees payable to solicitors engaged in the winding up of a company are strictly regulated by the rules of Court for the time being.

EXTRAORDINARY ASSISTANCE.

7993. Exceptional Advice of Court.-Voluntary liquidators, in case of any difficulty of judgment arising, have some facilities afforded them for making special application to the Court for advice, to guide them in legal matters; but,

7994. Habitual Advice of Court.-Official liquidators have an advantage over voluntary officials, because they can at any time procure the advice of the Court on legal points; and, where necessary, 7995. Exonerating Orders.-Procure orders of the Court, which will exonerate them from consequences, and be binding upon all other parties concerned.

PROSECUTIONS.

7996. First Duty.—It sometimes may happen that the first duty arising under an order or resolution for winding up is to prosecute one or more of the directors or servants of the company (7974); for,

7997. Order of Court.-The Court has special power, in course of winding up a company, to order the prosecution of any officer of the company, who may have rendered himself criminally liable by misconduct; and

7998. Prosecution and Arrest.-A liquidator, whether official or voluntary, is empowered, with the consent of the Court, to prosecute and arrest any officer of the company whom he may have discovered to be implicated in any criminal act.

WINDING-UP MEETINGS.

7999. Liquidators of companies in course of winding up may, in terms of their appointment, or at discretion, consult the wishes and instructions of the contributories, or of the contributories and creditors jointly, in general meeting; hence,

8000. Summonses by Liquidators.—A voluntary liquidator has the power of summoning a general meeting of the company he is winding up, in any way consistent with the ordinary mode of summoning such meetings; and

8001. Binding upon Contributories. The resolutions of a majority of such meetings will be binding upon the contributories at large; and

8002. Affirmative Creditors. Upon all creditors who vote in the affirmative on any question (8171); and

8003. Summonses by Court.-The Court, in winding up a company, is empowered to authorize and order general meetings of the contributories and creditors; and

8004. Parties Bound.-At such meetings all parties are bound by the resolutions passed in accordance with the rules which the Court in its discretion may lay down for voting; and

8005. Official Chairmen.-When the Court directs general meetings of contributories and creditors to be held, it usually names an official chairman of such meetings; and

8006. Report to Court.-Official chairmen are charged with the special duty of reporting to the Court the results of meetings.

ONCE A YEAR.

8007. To Report Progress.—When a company is winding up, either voluntarily or by the Court, and the process is prolonged beyond twelve months, it is the duty of the liquidator to call a general meeting of the contributories once a year at least, in order to report progress or otherwise as the case may be; and

8008. Compulsion of Court.-Should a liquidator omit or refuse to call a general meeting of a company winding up, at the end of a year after the resolution (7871-2) or order (7922), or at any subsequent interval of a year, the Court, upon application, will interfere to compel the calling of such general meeting.

AMALGAMATIONS.

8009. It is illegal for any two companies to amalgamate by mere agreement to do so, unless they both possess very rare powers to enable them to effect such a process; therefore,

8010. Reconstruction.—It frequently happens that a voluntary winding up of a company is for the purpose of reconstructing it, either as a new company or for a purpose in the nature of an amal gamation with some other company of a like nature; therefore,

8011. Transfer of Shares.-When the voluntary winding up of a company is for the purpose of reconstruction, it is usual for an arrangement to be made whereby old members are required to accept a certain proportion of shares in the new company, in exchange for their shares in the old one; and

8012. Binding Votes.-All who vote in the affirmative to that effect are bound personally by the arrangement; but,

8013. Option of Withdrawal.-As the value of shares is generally doubtful, and mere matter of opinion, the Act provides that when the winding up of a company has been resolved upon (7871-2) for

the purpose of reconstruction, any member who has not voted, or who has voted against the resolution, may, upon giving notice within seven days after the final passing of the resolution, withdraw entirely from the company, and demand to have the value of his shares in the old concern paid to him in cash out of the corporate funds; and

8014. Abandonment or Arbitration.—If the directors of a company, in course of reconstruction or amalgamation, cannot agree to the amount demanded by a dissentient member as the value of the shares he insists upon withdrawing, they must either abandon the reconstructive project or submit to arbitration.

END OF TRANSFERS.

8015. When the resolution is passed (7871-)2, or the petition advertised (7906) for winding up a company, all dealings in the shares thereof henceforth become inoperative, and no further transfer of shares can legally take place; and

8016. Closing of Books.—As soon as the first step (8015) is taken by any person or persons towards the winding up of a company, it is the duty of the directors to close the transfer books forthwith (7734), to prevent subsequent disputes; for,

CONTRIBUTORIES.

8017. Lists. The list of contributories to a company in course of winding up has to be made out from the register; and

8018. From the Register.—It is the duty of a liquidator to make out a list of contributories, from the register, as soon after his appointment as he conveniently can; and

8019. Deposit with Judge.-As soon as as a liquidator, under power of the Court, has made out the list of contributories, he must leave it with the judge in chambers; and

8020. Appointment for Settlement. It is the duty of an official liquidator, as soon as he has delivered a list of contributories at the chambers of the judge, to obtain an appointment from the judge to formally settle the same; and

8021. Four Days' Notice.-Every person whose name is placed upon a list of contributories is entitled to four clear days' notice that the list is about to be settled, and that he is entitled to attend by himself or counsel to state objections (if any) to his name remaining upon the list; and

8022. Removal of Names.-In accordance with the decisions of