Joint-Stock Companies' Act.

three years prior to the commencement of the winding-up, shall be deemed, for the purposes of contribution, to be an existing holder of such share or shares, and shall have in all respects the same rights, and be subject to the same liabilities, as if he had not so ceased to be a shareholder, with this exception, that he shall not be liable on account of any share or shares in respect of any debt or engagement of the company contracted after the time at which he ceased to be a holder of such share or shares ; and such former shareholder shall be jointly and severally liable with the transferree of his shares for the payment of any call which may be made in respect of such shares ; s. 64.

In the event of any limited company being round up by the Court or voluntarily, any person who has ceased to be a shareholder, either altogether or in respect of any share or shares, within the period of one year prior to the commencement of the winding-up, shall be deemed, for the purposes of contribution, to be an existing holder of such share or shares, and shall have in all respects the same rights and be subject to the same liabilities as if he had not so ceased to be a shareholder; and such former shareholder shall be jointly and severally liable with the transferree of his shares for the payment of any call which may be made in respect of such shares; s. 65.

The winding-up shall, if the company is wound up by the Court, be deemed to comrence at the time of the filing of such petition as is herein-after required to be presented to the Court; and if the company is wound up voluntarily, be deemed to commence at the time of the passing of the first resolution authorising such winding-up; s. 66.

Any existing or former shareholder hereby made liable to contribute to the debts of a company is herein-after called "a contributory," and any sums which he is hereby made liable to pay shall be deemed to be specialty debts due from him to the company of which he is contributory; s. 67.

Winding-up by Court.

335

under the following circumstances; (that is to A company may be wound up by the Court say,)

(1.) Whenever the company is unable to pay its debts; or,

(2.) Whenever such winding-up will be for the benefit of the shareholders; s. 70. A company shall be deemed to be unable to pay its debts,

(1.) Whenever a creditor to whom the company is indebted in a sum exceeding 501. has served notice in writing on the company requiring them to pay the same, and the company have for the space of three weeks succeeding such notice neglected to pay such debt, or to secure or compound for the same to the satisfaction of the creditor:

(2.) Whenever execution issued on a judgment decree or order pronounced by any Court in favour of any creditor in any suit or other legal proceeding instituted by such creditor against the company is returned unsatisfied in whole or in part by the sheriff of the county in which the principal office of the company is situate; s. 71.

The winding-up of a company shall be deemed to be beneficial to its shareholders under the following circumstances:

(1.) Whenever the company in general

meeting has passed a special resolution requiring the company to be wound up by the Court:

(2.) Whenever the company does not commence or suspends its business for the space of a whole year:

(3.) Whenever the shareholders are reduced in number to less than seven: s. 72. Any application for the winding-up of a company shall be by petition: such petition may, in cases where the company is unable to pay its debts, be presented either by a creditor or a contributory, but where the ground alSubject to the foregoing qualification as to leged for winding-up the company is that such the joint and several liability of a former share- winding-up will be beneficial to the shareholdholder, all contributories shall in the first in-ers, a contributory alone is entitled to present stance be equally liable in proportion to their the petition; s. 73. respective number of shares, but for the pur- Upon the hearing of any petition presented pose of ascertaining the liability of existing and by a creditor, the Court may make an interloformer shareholders as between themselves the cutory order directing the company to be following rule shall be adopted; (that is to wound up under the direction of the Court, say,) unless they do, by a day to be named in the order, repay to the creditor all moneys that may have been found to be due to him, together with such costs as the Court may direct; or the Court may, if it so thinks fit, on the hearing of such petition, make an order absolute for winding-up the company in the first instance, or such other order as it deems just; s. 74.

(1.) In the case of a company other than a
limited company every transferree of
shares shall, in a degree proportioned to
the shares transferred, indemnify the trans-
ferror against all existing and future debts
and engagements of the company :
(2.) In the case of a limited company every
transferree shall indemnify the transferror
against all calls accrued due on the shares
transferred subsequently to the transfer;

s. 68.

All expenses of and incidental to the winding-up of any company shall be deemed debts of the company, and be payable accordingly; s. 69.

If at the time named in the order such repayment is not made, the Court may thereupon make an order absolute for winding-up the company; s. 75.

Upon the hearing of a petition presented by a contributory the Court may direct an inquiry

T 2

336

Joint-Stock Companies' Act.-Winding-up Joint-Stock Compan es.

to be made as to whether it will be beneficial to the shareholders that the company should be wound up, and may on a subsequent day make an order absolute directing the company to be wound-up; or the Court may, if it think fit, on the hearing of such petition, make an order absolute for winding up the company in the first instance; s. 76.

From the date of the order absolute the business of the company shall be closed: no director or other officer of the company shall, without the sanction of the Court, dispose of any of the property, effects, or things in action of the company, and no transfer of any shares shall be valid without the sanction of the Court: the order absolute shall be reported to the register of companies, who shall make a minute thereof in his books relating to the company; s. 77.

from the benefit of any distribution which may be made before such claim is proved; s. 82.

The Court may, at any time after an order absolute has been made for winding up a company, upon the application of any creditor or contributory of the company, and upon due proof that all proceedings in relation to such winding-up ought in justice 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; s. 83.

Upon the conclusion of the winding-up of any company the Court shall distribute amongst the several persons entitled to receive the same any surplus that may remain; s. 84.

To be continued.]

WINDING-UP JOINT-STOCK COM

As soon as may be after making the order, absolute, the Court shall cause the assets of the company to be collected, and applied in REASONS discharge of its liabilities in a due course of administration; s. 78.

PANIES.

FOR WINDING-UP JOINT-STOCK COMAPNIES IN THE BANKRUPTCY COURTS.

All books, accounts, and documents, of the 1. Because the Courts of Bankruptcy are at company, and of the official liquidators herein- present considerably underworked;-they have after mentioned, shall, as between the contri- no arrear of business, and have a permanent butories of the company, be prima facie staff of Commissioners, Registrars, and Official evidence of the truth of all matters therein contained, and purporting to be therein reAssignees, with their clerks, who are well corded; s. 79. versed in mercantile law, in the administration of the estates of traders, and in the investigation of mercantile accounts.

The Court may, at any time after making the order absolute, and before it has ascertained the sufficiency of the assets of the company, or the debts in respect of which the 2. Because all the proceedings in Courts of several classes, if any, of contributories are Bankruptcy are public, unless the Court, under liable, make calls on all or any of the contri- the special circumstances, think fit to order the butories, to the extent of their liability, for contrary, there are no written pleadings, and payment of all or any sums it deems necessary the proceedings may be conducted with or to satisfy the debts of the company, and it

3. Because assets are realised and dividends

may, in making a call, take into consideration without the assistance of counsel or solicitor. the probability that some of the shareholders upon whom the same is made may partly or made with great rapidity-frequently within wholly fail to pay their respective portion of three months from the date of the bankruptcy the same; s. 80. notices of the dividends being sent to each creditor.

All moneys received under the direction of the Court on account of the sale or conversion of any of the assets of the company, or in re- 4. Because the Courts of Bankruptcy are spect of calls made on any contributories, or of self-supporting, not being charged upon the any other matter shall be paid into the Bank Consolidated Fund, and an increase of busiof England or into the Bank of Ireland (as the

case may be), or any branch bank thereof re-ness, so far from causing an additional expense spectively, to the credit of an account to be to the suitor, would enable the Court to diintituled the account of the particular company minish the scale of fees at present payable to in respect of which such moneys have been re- the official assignees and to the Chief Regisceived, and no money standing to such account shall be paid out by the bank except upon cheques signed in such manner as the Court directs; s. 81.

trar's Fund.

5. Because the Courts of Bankruptcy possess facilities for investigating debts improThe Court may at any time after the pre-perly tendered for proof, and inquiring into sentation of a petition for winding-up, upon the application by motion of any creditor or fraudulent preferences, and other mercantile contributory, restrain further proceedings or irregularities. any action against the company, for the purpose of preventing unnecessary litigation; it may also, by notice or advertisement, require all creditors to present and prove their claims is, that such administration should take place within a reasonable time, and be precluded in, or as near as possible to, the locality in

6. Because one part of the essential elements of the administration of estates in bankruptcy

Winding-up Joint-Stock Companies.-Ecclesiastical Courts Jurisdiction.

337 which the business had been carried on, and | 14. Because there have been several inthis as well for the convenience of the credi- stances of joint-stock companies becoming tors as of the debtors. bankrupt, whose affairs have been most satis

7. Because the grossest frauds may be per-factorily administered in the Court of Bankpetrated, the greatest inconvenience entailed, ruptcy, up to the point at which, at present, and a large unnecessary expense incurred if the jurisdiction of that Court ceases,-viz., the small trading companies, however limited as adjustment of accounts as between the partto the number of individuals or the amount of ners themselves or the contributories. capital, shall be wound-up in the Court of Chancery in London, when such companies may have carried on their business in remote parts of England or in the populous manufacturing districts.

8. Because it is equally due to creditors as to debtors, where trading partnerships are not prosperous, that facilities should be given for immediately placing the concern in the course of Judicial investigation and administration.

9. Because the Court of Chancery, in all its branches, is overwhelmed with business, and has to struggle with a large arrear, and the administration of mercantile estates will be substantially confided to the clerks of the Judges or Vice-Chancellors, who possess no judicial authority and are, for the most part unacquainted with mercantile details.

10. Because in Chancery a considerable time must necessarily elapse between the presentation of a petition and obtaining the necessary order thereon and the appointment of an official liquidator, during which interval the assets of the trading company may be wasted or misapplied, to the prejudice as well of the creditors as of the co-partners of the corporation.

11. Because if official liquidators be not permanently attached to the Court of Chancery there will be no guarantee either for their efficiency or for their having a competent staff of clerks.

12. Because the remuneration proposed to be given to the official liquidators very considerably exceeds that which is now allowed to official assignees.

13. Because the powers now possessed by the Court of Bankruptcy under the 12th section of the Bankrupt Law Consolidation Act, to arbitrate upon, hear, and determine all questions submitted to that Court, with a right of appeal to the Lords Justices, might most usefully be extended to questions arising under the corporations or companies proposed t be constituted by the new Bill; and such powers might also be extended to adjust differences between the copartners or contributories.

15. Because it is proposed by the new Bill to call in the aid of the Courts of Bankruptcy in the country to take evidence for transmission to the Court of Chancery, thereby perpetrating the anomaly of giving to one Court the power to hear and to another to determine, and thus to deprive the latter Court of the great advantage of estimating the value of the testimony of the witness.

66

16. Because the stigma attaching to the term " Bankruptcy" would be removed if the Court were called the Court of Commerce," or "Court of Liquidation," or "Administration." 17. Because the winding-up of a company or association and the winding-up of a private partnership do not differ in principle or in detail; and if the Court of Bankruptcy is competent for the one, it is also competent for the other.

[We are informed that these reasons, though bearing only the signature of Mr. Edward Lawrance, have been submitted to, and received the sanction and approval of, many legal and mercantile men of high standing. But on the other hand, there are several serious objections to the Bankruptcy Courts and their official staff. Eminent bankruptcy practitioners naturally prefer their own course of proceeding; but Administration suits in Chancery are now conducted with great expedition, and superior Judges can readily be resorted to whenever needed.-ED. L. O.]

Ecclesiastical Courts Jurisdiction.

Winding-up Joint-Stock Comps.-Review: Le Quesne's Constitutional Hist. of Jersey. 339

75. Administration pendente lite.

76. Receiver of real estate.

77. Remuneration to administrators and receivers pendente lite.

78. Power of Judges to make rules, &c. 79. Power of appeal to Privy Council. 80. Evidence upon appeal.

81. Executor or administrator within 12 months to file inventory of effects of deceased. 82. In case of neglect of executor or administrator to file inventory within such time. 83. Court to have like control over wills, &c., as the Prerogative Court.

84. Fees to be taken.

85. General registrar of probates and administrations.

86. Appointment of clerks and servants. Commissioners of Treasury to fix salary of Registrar-General and other officers.

87. One of the Secretaries of State to make

regulations for management of registrar office. 88. Wills, &c., to be deposited in general registry.

89. Printed copies of wills deposited to be made for inspection and sale.

90. Official printed copies of wills and administrations to be issued to any persons applying for same, on payment of fee.

91. Printed copy to be stamped.

92. Official written copy of part of a will may nevertheless be obtained.

93. A note containing particulars to be ad

vertised in London Gazette.

94. This Act not to affect the stamp duties on probates and administrations. Value of real estate not to be included.

95. The registrar to deliver copies of wills, &c., to the Commissioners of Inland Revenue. 96. Wills, &c., in custody of Ecclesiastical Courts to be transmitted to the Registrar

General.

NOTICES OF NEW BOOKS. Constitutional History of Jersey. By CHARLES LE QUESNE, Esq., Jurat of the Royal Court, and Member of the States. Longmans. 1856. Pp. 626. Mr. Le Quesne, referring to the discussions which of late years have taken place regarding the institutions of Jersey, has been induced to write an account of those institutions, their origin and progress. This Island in the British Channel has preserved many of the old Norman laws arising out of its original connexion with Normandy. The Author commences his work with a general and cursory view of the institutions of Jersey as they actually exist, and then extends the inquiry into their origin and progress.

Since the annexation of the Channel Islands to the Crown of England Mr. Le Quesne observes that much of their civil history is to be traced in letters patent and in charters granted to them by their sovereigns, in the reports of royal Commissioners, in Acts of their local legislatures, and in Orders in Council. The Author has therefore given many quotations from Orders in Council and the Reports of royal Commissioners, which are comparatively but little known, have never been published, and but few manuscript copies are in existence. It appears that many documents relating to the Channel Islands may be found in the record offices in London. Mr. Le Quesne observes, that among the

wants of the Island is a treatise on its laws and customs. Collections may have been made, but very imperfectly, by private individuals for their own information, but no attempt has been made to give any classi

fied account of the Laws of the Island bear

ing on the rights of persons and property. A work of this nature, tracing the changes which the laws have undergone from the days of the old Coutume, would be of much value, not only from the legal, but from the historical information which it would contain.

In the present volume reference is made to various documents which have never

been published, and some of which were, in fact, not known to previous historians. The quotations from Orders in Council and Acts of the States will be useful for reference.

Some of the Norman institutions are still in existence; the old jury of 24 men is still summoned; the old Clameur de Haro is still heard; 12 jurats still sit as judges and as legislators; and the feudal lords are still bound to appear twice a year at the Assize de la Cour d'Héritage.