be deemed to be "the court" within the meaning of the principal act, and shall have, for the purposes of such winding-up, all the jurisdiction and powers of the high court of chancery.

42. If during the progress of a winding-up it is made to appear to the high court of chancery that the same could be more conveniently prosecuted in any other county court, it shall be competent for the high court of chancery to transfer the same to such other county court, and thereupon the winding-up shall proceed in such other county court.

43. If any party in a winding-up under this act is dissatisfied with the determination or direction of a judge of a county court on any matter in such winding-up, such party may appeal from the same to the vice-chancellor named for that purpose by the lord chancellor by general order: provided that such party shall, within thirty days after such determination or direction, give notice of such appeal to the other party or his attorney, and also deposit with the registrar of the county court the sum of ten pounds as security for the costs of the appeal; and the said court of appeal may make such final or other decree or order as it thinks fit, and may also make such order with respect to the costs of the said appeal as such court may think proper, and such order shall be final.

44. The county court judges appointed or to be appointed by the lord chancellor from time to time to frame rules and orders for regulating the practice of the courts, and forms of proceedings therein, under the thirtysecond section of an act passed in the nineteenth and twentieth years of the reign of her present Majesty, chapter one hundred and eight, shall frame the rules and orders for regulating the practice of the county courts under this act, and forms of proceedings therein, and from time to time may amend such rules, orders, and forms; and such rules, orders, and forms, or amended rules, orders, and forms, certified under the hands of such judges or of any three or more of them, shall be submitted to the lord chancellor, who may allow or disallow or alter the same, and so from time to time; and the rules, orders, and forms, or amended rules, orders, and forms so allowed or altered shall, from a day to be named by the lord chancellor, be in force in every county court.

45. The county court judges mentioned in the last section shall be empowered to frame a scale of costs and charges to be paid to counsel and attorneys with respect to all proceedings in a winding-up under this act, and from time to time to amend such scale; and such scale or amended scale, certified under the hands of such judges or any three or more of them, shall be submitted to the lord chancellor, who from time to time may allow or disallow or alter the same; and the scale or amended scale so allowed or altered shall, from a day to be named by the lord chancellor, be in force in every county court.

46. The registrars and high bailiffs of the county courts shall be remunerated for the duties to be performed by them under this act, by receiving, for their own use, such fees as may be from time to time authorized to be taken by any orders to be made by the commissioners of the treasury, with the consent of the lord chancellor; and the commissioners of the treasury are hereby authorized and empowered, with such consent as aforesaid, from time to time to make such orders: provided that it shall be lawful for the said commissioners, with the like consent as aforesaid, by an order to direct that after the date named in the order any registrar or high bailiff shall, in lieu of receiving such fees, be paid such fixed or fluctuating allowance as may in each case be thought just, and after such date the said fees shall be accounted for and paid over by such registrar or high bailiff in such manner as may be directed in the older.

THE COMPANIES ACT, 1862.

THE COMPANIES ACT, 1862.

Meaning of contributory.

Nature of liability of contributory.

Contributories in case of death.

Contributories

in case of bankruptcy.

Contributories in

25 & 26 VICT. CAP. 89.

Part IV.- Winding-up of Companies and Associations under this Act.

Preliminary.

74. The term "contributory" shall mean every person liable to contribute to the assets of a company under this act, in the event of the same being wound up it shall also, in all proceedings for determining the persons who are to be deemed contributories, and in all proceedings prior to the final determination of such persons, include any person alleged to be a contributory.

75. The liability of any person to contribute to the assets of a company under this act in the event of the same being wound up shall be deemed to create a debt (in England or Ireland of the nature of a specialty) accruing due from such person at the time when his liability commenced, but payable at the time or respective times when calls are made as hereinafter mentioned for enforcing such liability; and it shall be lawful in the case of the bankruptcy of any contributory to prove against his estate the estimated value of his liability to future calls, as well as calls already made.

76. If any contributory dies either before or after he has been placed on the list of contributories hereinafter mentioned, his personal representatives, heirs, and devisees shall be liable in a due course of administration to contribute to the assets of the company in discharge of the liability of such deceased contributory, and such personal representatives, heirs, and devisees shall be deemed to be contributories accordingly.

77. If any contributory becomes bankrupt, either before or after he has been placed on the list of contributories, his assignees shall be deemed to represent such bankrupt for all 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 moneys 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 11th day of October, 1861, shall be deemed to have become bankrupt.

78. If any female contributory marries, either before or after she has case of marriage. 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.

Winding up by Court.

79. A company under this act may be wound up by the court as herein- Circumstances after defined, under the following circumstances; (that is to say,) (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.

80. A company under this act shall be 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 501. 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 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.

under which wound up by

Company may be

court.

Company when

deemed unable to

pay its debts.

81. The expression "the court," as used in this part of this act, shall Definition of mean the following authorities; (that is to say,)

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 shall, for the purposes of winding up the company, be 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.

82. Any application to the court for the winding-up of a company under this act shall be by petition; it may be presented by the company, or by

"the court."

Application for winding-up to be made by petition.

Power of court.

Commencement of winding up by

court.

Court may grant injunction.

Course to be pursued by court on

one or more creditor or creditors, contributory or contributories of the company, or by all or any of the 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.

83. Any judge of the High Court of Chancery may do in chambers any act which the Court is hereby authorized 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 vice-warden 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.

84. 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.

85. 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.

86. Upon hearing the petition the court may dismiss the same with or without costs, may adjourn the hearing conditionally or unconditionally, hearing petition. and may make any interim order, or any other order that it deems just.

Actions and suits to be stayed after order for winding up.

Copy of order to be forwarded to registrar.

Power of court to stay proceedings.

Effect of order on share capital of

87. 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.

88. When an order has been made for winding up a company under this act, a copy of such order shall forthwith be forwarded by the company to the registrar of joint-stock companies who shall make a minute thereof in his books relating to the company.

89. 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.

90. 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, company limited and to be a debt (in England or Ireland of the nature of a specialty) due by guarantee. 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.

91. 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 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.

Official Liquidators.

92. 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 authorized 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.

93. 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.

in

94. The official liquidator or liquidators shall be described by the style of the official liquidator or official liquidators of the particular company 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.

Court may have regard to wishes

of creditors or contributories.

Appointment of official liquida.

tor.

Resignations, removals, filling up

vacancies, and compensation.

Style and duties

of official liquidator.

95. The official liquidator shall have power, with the sanction of the court, Powers of official to do the following things: liquidator.

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 the beneficial winding-up of the same:

To sell the real and personal and heritable and moveable 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 :