Circumstances under which Company may be wound up voluntarily. of Extra ordinary of any such Court, Judge, Person, Consul, or Vice Consul attached, appended, or subscribed to any such Affidavit, Affirmation, or Declaration, or to any other Document to be used for the Purposes of this Part of this Act. Voluntary Winding up of Company. 1 129. A Company 1 under this Act may be wound up voluntarily, (1.) Whenever the Period, if any, fixed for the Dura- (3.) Whenever the Company has passed an Extra- Definition [For the Purposes of this Act any Resolution shall be deemed to be extraordinary which is passed in such Resolution. Manner as would, if it had been confirmed by a subsequent Meeting, have constituted a Special Resolution as herein-before defined.*] Commencement of voluntary Winding up. 1 But not an unregistered Company, Sect. 199 (2), post p. 85. 2 As to passing of Special Resolutions, see Sect. 51, ante p. 23. 3 See Companies Act, 1907, Sect. 45, post p. 284. 4 Repealed by the Companies Act, 1907, Sect. 51 and 4th Schedule, Sect. 45 thereof (post p. 284) being substituted. 130. A voluntary Winding up shall be deemed to commence at the Time of the passing of the Resolution authorizing such Winding up.1 1 But may be ordered to be continued subject to the supervision of the Court, Sect. 147, post p. 60. 131. Whenever a Company is wound up voluntarily Effect of the Company shall, from the Date of the Commence- voluntary Winding up ment1 of such Winding up, cease to carry on its Business, on Status of except in so far as may be required for the beneficial Company. Winding up thereof, and all Transfers of Shares, except Transfers made to or with the Sanction of the Liquidators, or Alteration in the Status of the Members of the Company, taking place after the Commencement of such Winding up shall be void, but its Corporate State and all its Corporate Powers shall, notwithstanding it is otherwise provided by its Regulations, continue until the Affairs of the Company are wound up. 1 See preceding Section. 2 As to this, see Sect. 18, ante p. 8. Resolution 132. Notice of any Special Resolution or Extra- Notice of ordinary Resolution passed for winding up a Company to wind up voluntarily shall be given by Advertisement as respects voluntarily. Companies registered in England in the London Gazette, as respects Companies registered in Scotland in the Edinburgh Gazette, and as respects Companies registered in Ireland in the Dublin Gazette. quences of Voluntary up. 133. The following Consequences shall ensue upon Consethe voluntary Winding up of a Company: (1.) The Property of the Company shall be applied Winding in satisfaction of its Liabilities pari passu, and, subject thereto, shall, unless it be otherwise provided by the Regulations of the Company, be distributed amongst the Members according to their Rights and Interests in the Company:1 (2.) Liquidators shall be appointed for the Purpose of winding up the affairs of the Company and distributing the Property: (3.) The Company in General Meeting shall appoint visions herein contained in reference to several Liquidators shall apply to him: (5.) Upon the Appointment of Liquidators all the Power of the Directors shall cease, except in so far as the Company in General Meeting or the Liquidators may sanction the Continuance of such Powers: (6.) When several Liquidators are appointed, every Power hereby given may be exercised by such One or more of them as may be determined at the Time of their Appointment, or in Default of such Determination by any Number not less than Two: 3 (7.) The Liquidators may, without the Sanction of the Court, exercise all Powers by this Act given to the Official Liquidator: (8.) The Liquidators may exercise the Powers herein-before given to the Court of settling the List of Contributories of the Company, and any List so settled shall be prima facie Evidence of the Liability of the Persons named therein to be Contributories: (9.) The Liquidators may at any Time after the passing of the Resolution for winding up the Company, and before they have ascertained the Sufficiency of the Assets of the Company, call on all or any of the Contributories for the Time being settled on the List of Contributories to the Extent of their Liability to pay all or any Sums they deem necessary to satisfy the Debts and Liabilities of the Company, and the Costs, Charges, and Expenses of winding it up, and for the Adjustment of the Rights of the Contributories amongst themselves, and the Liquidators 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.) The Liquidators shall pay the Debts of the Company, and adjust the Rights of the Con- 1 Sect. 38, ante p. 17. 2 He must file notice of his appointment within twenty-one days, Companies Act, 1907, Sect. 26, post p. 274, and the creditors may apply to the Court to appoint another Liquidator instead of or in addition to the Company's Liquidator, Companies Act. 1907, Sect. 27, post p. 275. 3Sect. 95, ante p. 40. 5 Sect. 38 (7), ante p. 18. 4Sect. 98. ante p. 42. on Share Company 134. Where a Company limited by Guarantee, and Effect of having a Capital divided into Shares, is being wound Winding up up voluntarily, any Share Capital that may not have Capital of been called up shall be deemed to be Assets of the limited by Company and to be a Specialty Debt 2 due from each Guarantee. Member to the Company 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 Liquidators. 1 But see now the Companies Act, 1900, Sect. 27, post p. 237. 2 Sect. 75, ante p. 32. Company to Liquida 135. A Company about to be wound up voluntarily, Power of or in the course of being wound up voluntarily, may, delegate by an Extraordinary Resolution,1 delegate to its Credi- Authority tors, or to any Committee of its Creditors, the Power to appoint of appointing Liquidators or any of them, and supply- tors, etc. ing any Vacancies in the Appointment of Liquidators, or may by a like Resolution enter into any Arrangement with respect to the Powers to be exercised by the Liquidators, and the Manner in which they are to be exercised; and any Act done by the Creditors in pursuance of such delegated Power shall have the same Effect as if it had been done by the Company. ment when 1 Defined in Companies Act, 1907, Sect. 45, post p. 136.1 Any Arrangement entered into between a ArrangeCompany about to be wound up voluntarily, or in the binding on course of being wound up voluntarily, and its Creditors, Creditors. shall be binding on the Company if sanctioned by an Extraordinary Resolution,2 and on the Creditors if acceded to by Three Fourths in Number and Value of the Creditors, subject to such Right of Appeal as is herein-after mentioned." 1 See also the Joint Stock Companies Arrangement Act, 1870, Sect. 2, post p. 159. 2 Defined in Sect. 129, ante p. 54. 3 Next Section, Power of Contribu tory to Appeal. 137. Any Creditor or Contributory of a Company Creditor or that has in manner aforesaid1 entered into any Arrangement with its Creditors may within Three Weeks from the Date of the Completion of such Arrangement, appeal to the Court against such Arrangement, and the Court may thereupon, as it thinks just, amend, vary, or confirm the same. Power for or Contribu 1In previous Section. 138. Where a Company is being wound up volunLiquidators tarily the Liquidators or any Contributory of the tories in Company may apply to the Court in England, Ireland, Winding-up or Scotland, or to the Lord Ordinary on the Bills in to apply to Scotland, in Time of Vacation, to determine any Ques voluntary Court. Power of tion arising in the Matter of such Winding up, or to exercise, as respects the enforcing of Calls, or in respect of any other Matter, all or any of the Powers which the Court might exercise if the Company were being wound up by the Court; and the Court or Lord Ordinary, in the Case aforesaid, if satisfied that the Determination of such Question, or the required Exercise of Power, will be just and beneficial, may accede, wholly or partially, to such Application, on such Terms and subject to such Conditions as the Court thinks fit, or it may make such other Order, Interlocutor, or Decree on such Application as the Court thinks just. 1 Or any Creditor. The Companies Act, 1900, Sect. 25, post p. 236. See also Companies Act, 1907, Sect. 27 (2), p. 275. 139. Where a Company is being wound up voluntarily the Liquidators may from Time to Time, during the Continuance of such Winding up, summon General Meetings of the Company for the Purpose of obtaining the Sanction of the Company by Special Resolution 1 or Extraordinary Resolution,2 or for any other Purposes they think fit; and in the event of the Winding up continuing for more than One Year, the Liquidators shall summon a General Meeting of the Company at the End of the First Year, and of each succeeding Year from the Commencement of the Winding up, or as soon thereafter as may be convenient, and shall |