(7.) The liquidators shall have all powers hereinbefore vested in official liquidators,1 and may exercise the same without the intervention of the court: (8.) All books, papers, and documents in the hands of the liquidators shall at all reasonable times be open to the inspection of the shareholders: (9.) When the creditors are satisfied, the liquidators shall proceed to adjust the rights of the contributories amongst themselves,3 and for the purposes of such adjustment they may make calls on all the contributories to the extent of their liability for any sums they may deem necessary, and they may in making a call take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same : (10.) As soon as the affairs of the company are fully wound up, the liquidators shall make up an account showing the manner in which such winding up has been conducted, and the property of the company disposed of; and such account, with the vouchers thereof, shall be laid before such person or persons as may be appointed by the company to inspect the same; and upon such inspection being concluded the liquidators shall proceed to call a general meeting of the shareholders for the purpose of considering such account; but no such meeting shall be deemed to be duly held unless one month's previous notice specifying the time, place, and object of such meeting, has been published, as respects companies registered in England in the London Gazette, and as respects companies registered in Scotland in the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette: (11.) Such general meeting shall not enter upon any business except the consideration of the account; but the meeting may proceed to the consideration thereof, notwithstanding the quorum required by any regulation of the company to be present at general meetings is not present thereat; and if, on consideration, the meeting is of opinion that the affairs of the company have been fairly wound up, they shall pass a resolution to that effect, and thereupon the liquidators shall publish a notice of such resolution, as respects companies registered in England in the London Gazette, and as respects com Joint Stock 1 See ante, s. 90. Liquidators may accept shares as a consideration for the sale of a company's property. 20 & 21 Vict. c. 14, s. 17, post. They may also compromise calls, debts, &c., 21 & 22 Vict. c. 60, s. 19, post; and by s. 18, 20 & 21 Vict. c. 14, post, they have a power to call general meetings. See further 21 & 22 Vict. c. 60, ss. 17, 18, 20, and 21, post. 2 See 21 & 22 Vict. c. 60, s. 7, post. 3 See ante, s. 86. 4 See ante, s. 82. 5 See post, p. 48, Table B., as to general meetings, and Regulation 31 as to what is a quorum. Joint Stock Saving of rights of creditors. panies registered in Scotland in the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette, and shall also make a return to the Registrar of Joint Stock Companies of such resolution,' and on the expiration of one month from the date of the registration of such return the company shall be deemed to be dissolved: (12.) If within one year after the passing of a resolution for winding up the affairs of the company such affairs are not wound up, the liquidators shall immediately thereafter make up an account showing the state of the affairs and the progress which has been made in winding up down to that date, and they shall add thereto a report stating the reason why the winding up has not been completed, and a general meeting shall be called to consider the same, and so on from year to year until the winding up of the affairs of the company is completed:2 All costs, charges, and expenses properly incurred in the voluntary winding up of a company, including the remuneration of the liquidators, shall be payable out of the assets of the company in priority to all other claims. CV. The voluntary winding up of a company shall not prejudice the right of any creditor of such company to institute proceedings for the purpose of having the same wound up by the court.3 PART IV. Registration Office. CVI. The registration of companies shall be conducted as follows; (that is to say,) (1.) The Board of Trade may from time to time appoint such registrars, (2.) The Board of Trade may make such regulations as they think fit 1 See penalty, 20 & 21 Vict. c. 14, s. 20, post. 2 See s. 21, post. If assets are in the liquidators' hands after winding up, they may be paid into Chancery, and the liquidators treated as trustees, under 11 Vict. c. 96. 3 See ss. 67-8-9, ante. Act, 1856. tained in each of the three parts of the United Kingdom at least one Joint Steck such office,1 and that no company shall be registered except at an Companies office within that part of the United Kingdom in which by the memorandum of association the registered office of the company is declared to be established: (4.) The Board of Trade may from time to time direct a seal or seals to be prepared for the authentication of any documents required for or connected with the registration of companies : (5.) Every person may inspect the documents kept by the Registrar of Joint Stock Companies; and there shall be paid for such inspection such fees as may be appointed by the Board of Trade, not exceeding one shilling for each inspection; and any person may require a copy or extract of any document or any part of any document to be certified by the registrar; and there shall be paid for such certified copy or extract such fee as the Board of Trade may appoint, not exceeding sixpence for each folio of such copy or extract, or in Scotland for each sheet of two hundred words; and such certified copy shall be prima facie evidence of the matters therein contained in all legal proceedings whatever : (6.) The existing registrar, assistant registrars, clerks, and other officers and servants in the office for the registration of joint stock companies, shall, during the pleasure of the Board of Trade, hold the offices, and receive the salaries hitherto held and received by them, but they shall in the execution of their duties conform to any regulations that may be issued by the Board of Trade: (7.) There shall be paid to any registrar, assistant registrar, clerk, or servant that may hereafter be employed in the registration of joint stock companies such salary as the Board of Trade may, with the sanction of the Commissioners of the Treasury, direct: (8.) Whenever any act is herein directed to be done to or by the Registrar of Joint Stock Companies, such act shall, until the Board of Trade otherwise directs, be done in England to or by the existing Registrar of Joint Stock Companies, or in his absence by the Assistant Registrar, in Scotland to or by such officer as the Board of Trade may appoint, and in Ireland to or by the existing Assistant Registrar of Joint Stock Companies for Ireland'; but in the event of the Board of Trade altering the constitution of the existing Registry Office, such act shall be done to or by such officer or officers and at such place or places with reference to the local situation of the registered offices of the companies to be registered as the Board of Trade may appoint. 1 The office for Scotland is at No. 2, Saint David Street, Edinburgh, and the Registrar is Mr. George Deane. Joint Stock PART V. REPEAL OF FORMER ACTS, AND TEMPORARY PROVISIONS. Repeal. Repeal of 7 & 8 Vict. c. 110, 10 & 11 Vict. c. 78, and 18 & 19 Vict. c. 133. Provisions of 11 Vict. c. 45, CVII. There shall be repealed, (1.) The Act passed in the eighth year of the reign of Her present Majesty, chapter one hundred and ten. (2.) An Act passed in the eleventh year of the reign of Her present Majesty, chapter seventy-eight, intituled "An Act to amend an Act for the Registration, Incorporation, and Regulation of Joint Stock Companies." (3.) The Limited Liability Act, 1855: But such repeal shall not take effect with respect to any company completely registered under the said Act of the eighth year of Her present Majesty until such company has obtained registration under this Act, as hereinafter mentioned.1 CVIII. The following Acts, that is to say, (1.) An Act passed in the eleventh year of the reign of Her present (2.) An Act passed in the thirteenth year of the reign of Her present 1 This section is repealed by 20 & 21 Vict. c. 14, s. 23, post; but by a subsequent statute of the same session, c. 80, post, p. 98, it is enacted that the above section shall not be deemed to have repealed the 8 Vict. c. 110, as respects insurance companies. It follows that insurance companies established under the lastmentioned statute are still subject thereto, and to the Winding-up Acts, 1848, 1849. The law officers of the Crown had, it is said, advised the Board of Trade that the Act was repealed, and the Registrar of Joint Stock Companies accord. ingly refused to receive returns from the respective companies. It will be seen that the new enactment does not provide a full remedy for the evils arising from the uncertainty of the law respecting these companies, for it does not meet the case of creditors; nor, as it would seem, a contract for the sale of shares. See s. 13, 8 Vict. c. 110. This latter point may become of importance in ascertaining who are and who are not contributories, if an insurance company be wound up under the Acts of 1848, 1849. (4.) An Act passed in the ninth year of the reign of Her present Joint Stock Majesty, chapter ninety-eight, and intituled "An Act for facilitating Companies the Winding-up the Affairs of Joint Stock Companies in Ireland Act, 1856. unable to meet their Pecuniary Engagements;" Shall not apply to companies registered under this Act, nor to companies 1registered under the said Act of the eighth year of the reign of Her present Majesty, chapter one hundred and ten, from and after the date at which they have obtained registration under this Act, as hereinafter mentioned.2 CIX. No repeal hereby enacted shall affect— Saving clause (1.) Anything duly done under any Acts hereby repealed before such as to repeal. repeal comes into operation; (2.) Any right acquired or liability incurred under any such Acts before such repeal comes into operation; (3.) Any penalty, forfeiture, or other punishment incurred or to be incurred in respect of any offence against any such Acts committed before such repeal comes into operation; (4.) Any proceeding to be taken in the prosecution of any order for winding up a company made before such repeal comes into operation. Temporary Provisions. CX. Every company completely registered under the said Act of the Registration eighth year of the reign of Her present Majesty, chapter one hundred of existing and ten, shall on or before the third day of November, one thousand companies. eight hundred and fifty-six, and any other company duly constituted by law 3 previously to the passing of this Act, and consisting of seven or 1 The word "completely" ought to have been inserted. 2 The statutes mentioned in this section remain in operation as to insurance companies, as also to all companies not within, or not availing themselves of the Act, except railway companies incorporated by their respective "special" Acts, which companies can only be wound-up under the Railway Abandonment Act, 13 & 14 Vict. c. 83. Provisionally registered railway, and other parliamentary companies, such as Gas, Water, &c., whether in a provisional state only, or incorporated by "special Acts," are within the saved statutes. 3 That is, by private Act, or charter, or letters patent. But there are Joint Stock Companies existing which were established by deed of settlement only, prior to the passing, in 1844, of the 8 Vict. c. 110. Railway companies, and such like companies, established under private or special Acts of Parliament, and thereby incorporated, prior to the passing of the Consolidation Acts, 1845-7, would not require to avail themselves of this statute, for, being pure corporations, and not having any such clause as is contained in the 8 Vict. c. 16, the funds of the company are alone liable in any event. As to such like companies established since 1845-7, their special Acts incorporating the Companies Clauses Consolidation Act, 1845 (8 Vict. c. 16), they may be said to stand on a different footing, as they are not corporations to all intents, for under s. 36 of that statute, if there are no company's funds, shareholders are liable to an execution on |