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The Legal Observer,
"Still attorneyed at your service." —Shakespeare.
SATURDAY, MARCH 8, 1856.
JOINT-STOCK COMPANIES part of this Act, shall mean the District AMENDED BILL.
Commissioners of the Court of Bankruptcy
having jurisdiction over the district in In our last Number we stated the effect which the registered Office of the company of the amendments made in the Partnership is situate. In the case of a limited comBill, and proceed now to set forth the alte pany registered in Ireland, whose registered rations which the Committee of the House nominal capital does not exceed 5,0001., the of Commons have made in the “Joint-Stock same expression shall mean the CommisCompanies” Bill.
sioners of Bankrupt in Ireland. Several clauses have been introduced for In all cases not hereinbefore provided the purpose of extending the Bill to Scot- for, the same expression shall mean, as reland, which was previously excluded from spects companies registered in England, the its operation, and these provisions are
High Court of Chancery of England, and adapted to the peculiarities of Scottish as respects companies registered in ScotLaw and Practice.
land, the Court of Session in either Division The most important clauses added by the thereof, and as respects companies registerCommittee are the following:
ed in Ireland, the Court of Chancery of If any company, registered under the Act, Ireland ; s. 58.1 carries on business when the number of
In cases where the Court of Chancery in shareholders is less than seven, every per
England or Ireland makes an order for son who is a shareholder in such company
winding-up a company, it may, if it think during the time it carries on business, will fit, direct all subsequent proceedings to be be severally liable for the payment of the had in the Court of Bankruptcy having whole of the debts of the company con- jurisdiction within the district where the tracted during such time, and may be registered office of the company is situate. sued for the same without joining in the Upon such order being made, the Court of action or suit any other shareholder ; s. 37, Bankruptcy therein named shall have the (Clause A.)
same jurisdiction with respect to windingWe apprehend this will occasion great up such company as it would have in a case risk to the partners who intend to incur declared by this Act to be within its jurisa limited liability only; and we conceive diction; s. 72, (Clause D.) that the object of the clause would be suffi
As soon as the creditors are satisfied, the ciently attained by imposing an adequate Court shall proceed to adjust the rights of penalty on the infringement of the pro- the contributories amongst themselves. For visions of the Act. In the case of a limited company regis.
make calls on the contributories to the extered in England whose registered nominal tent of their liability for payment of such capital does not exceed 5,0001., and whose sums as it deems necessary. It may in registered office is situate more than 20 making a call take into consideration the miles from the General Post Office, the ex- | This very important amendment is not pression “ the Court,” as used in the third marked in the re-print like other clauses.
VOL. LI. No. 1,461.
Joint-Stock Companies Amended Bill. probability that some of the shareholders Transfer on presentation to be entered; may partly or wholly fail to pay their re- s. 21 of former Bill. spective portions ; s. 79, (Clause E.) Calls to be a debt, not a specialty debt;
The Court. may also make such order as s. 23. to the costs, charges, and expenses incurred A registered office to be provided, instead in winding-up any company as it thinks of a principal office; s. 29. just; s. 80, (Clause F.)
Alteration of articles of association, &c., Any two Commissioners of Bankruptcy to be by special resolution ; s. 34. appointed by the Lord Chancellor, may The 72nd clause of the former Bill as to make rules from time to time, subject to winding-up a company, when deemed benethe approval of the Lord Chancellors of ficial to the shareholders, is omitted. Great Britain and Ireland, for the purpose of regulating the proceedings in such Courts Such are the amendments in the Bill, for winding-up companies. But, subject to made during its progress through the Com. such rules, the general practice of the mittee, and it now stands re-committed for Courts of Bankruptcy in cases within their the 10th March. As originally framed, it ordinary jurisdiction, shall as far as the was intended to delegate all the business of same is applicable and not inconsistent with winding-up these companies to the Court of this Act apply to all proceedings under the Chancery, with power only to call in aid the Act ; s. 92, (Clause H.)
District Commissioners of Bankruptcy for Notices of any special resolution to wind- the purpose of taking evidence; but by the up a company is to be given, as to English amendments it will be seen, that under seccompanies in the London Gazette; as to tion 58 the general jurisdiction of the Court Scotch companies in the Edinburgh Ga- of Chancery in winding-up cases, extends to cette ; and as to Irish companies in the 20 miles from London, and beyond that disDublin Gazette ; s. 96, (Clause I.) tance, where the registered capital does not
In order to ensure the correctness of the exceed 5,0001., the District Commissioners statements and list of shareholders which of Bankruptcy are to carry the Act into are required to be delivered to the registrar, effect; and by section 72, the Court of the same is to be verified by a declaration Chancery is empowered to remit the windof two of the directors or two other prin- ing-up to the Court of Bankruptcy having cipal officers of the company, according to jurisdiction within the district where the the 6 Wm. 4, c. 62; s. 106, (Clause K.) registered office of the company is situate.
Amongst the temporary provisions re- We last week inserted some reasons in lating to existing companies applying to favour of transferring the business of be registered under this Act, it is provided, winding-up joint-stock companies from the that on compliance with the requisitions of Court of Chancery to the Court of Bankthe Act, the registrar is to certify that the ruptcy. The paper proceeded from the company is incorporated under the Act, pen of a Solicitor who enjoys the largest and in case of a Limited Company, that it bankruptcy practice in London, and there is limited. Thereupon all the provisions of may be good ground for enabling the the Act shall apply to such company, sub- Bankruptcy Courts to undertake the colject to the existing rights of creditors. lection and distribution of the assets of
Such certificate, however, is not to be companies which are actually in a state of issued unless previous notice be advertised bankruptcy. But other companies, whose in four successive weeks in some newspaper shareholders desire to put an end to their where the registered office of the company speculations, ought not to be driven into a is situate ; s. 107, (Clause L.)
Court of Bankruptcy, even if the name of The company may, for the purpose of the Court should be changed as proposed, obtaining registration with limited liability, to a Court of Commerce, Liquidation, or change its name by adding " limited,” but Administration. subject to the regulations of the charter, The Court of Chancery is in fact, as to deed of settlement, &c., constituting the a large part of its jurisdiction, a Court for company; s. 108, (Clause M.)
the administration of assets; and the new The certificate of registration is to be mode of proceeding by summons before a conclusive evidence of the registration of Judge at Chambers affords as speedy and the Act having been complied with ; s. 109, cheap a remedy as the Court of Bankruptcy. (Clause N.)
Besides it should be recollected that imThe following clauses in the Bill when portant questions will frequently arise in the first introduced, have been struck out or course of these winding-up cases; and in altered by the Committee:
the Court of Chancery there is the great
Winding-up Joint-Stock Companies.
355 advantage of having such questions consi- To refer disputes to arbitration, and comdered and decided by the eminent Judges promise any debts or claim : of that Court, either sitting in Chambers,
To prove in the matter of the bankruptcy or or in Court, according as the importance of
insolvency of any contributory for any the matters in issue may require. With all
balance against the estate of such contridue deference to the Bankruptcy Commis
butory, and to take and receive dividends
in respect of such balance in the matter of sioners, it will not be contended that their bankruptcy or insolvency as a separate decisions will be received with the same debt due from such bankrupt or insolrespect as those of the Master of the vent, and rateably with the other separate Rolls and the Vice-Chancellors. The al
creditors : terations made by the 58th and 72nd clauses To draw, accept, make, and endorse any bill appear to meet all that can be reasonably
of exchange or promissory note, and also required.
to raise upon the security of the assets of
the company from time to time any reWINDING-UP JOINT-STOCK COM
quisite sum or sums of money; and the
drawing, accepting, making, or endorsing PANIES.
of every such bill of exchange or promis
sory note as aforesaid on behalf of the Concluded from p. 336, ante.]
company shall have the same effect with Official Liquidators.
respect to the liability of such company as
if such bill or note had been drawn, acFor the purpose of conducting the proceedings in winding-up a company, and assisting
cepted, made, or endorsed by such comthe Court therein, the Court may, after requir
pany in the course of carrying on the bu
siness thereof : ing due security appoint such persons or per
To do and execute all such other things son, either provisionally or otherwise, as it thinks fit, to the office of official liquidators;
as may be necessary for winding-up the it may from time to time remove any person or
affairs of the company and distributing its
assets; 8. 87. persons so appointed, and fill up any vacancy occasioned by such removal or by the death or the Court, may appoint a solicitor and such
The official liquidators, with the sanction of resignation of any such appointee or appointees; clerks or officers as may be necessary to them if one person only is appointed, he shall be de- in the performance of their duties; there shall scribed by the style of and have all the powers be paid to such solicitor, clerks, and officers hereby given to several liquidators; if more such remuneration by way of per-centage or persons than one are appointed, the Court shall otherwise as the Court directs ; s. 88. declare whether the concurrence of all or any one or more of such persons is required to do
There shall be made to the official liquidaany Act hereby required or authorised to be tors such salary or per-centage by way of remudone by the official liquidators : . 85.
neration as the Court may from time to time The official liquidators, whether they consist direct, not exceeding the scale hereinafter of one person or more, shall in all cases be de- mentioned; that is to say, scribed by the style of the official liquidators
In respect of all moneys not exceeding of the particular company in respect of which
100,000l., arising from the estate of such they are appointed, and not by their individual
company, received by the official liquida
tors, and paid or divided among the crenames; they shall take into their custody all
ditors or contributories of the same under the property, effects, and things in action of
the provisions of this Act, 5l. per cent. : the company, and shall perform such duties in reference to the winding-up of the company
In respect of all moneys exceeding 100,0001.
but not exceeding 200,000l., 41. per cent. : as may be imposed upon them by the Court;
And in respect of all further moneys so di8. 86.
vided which shall exceed 200,0001., 31. per The official liquidators shall have power, with
cent. : the sanction of the Court, to do the following If there are more official liquidators than one things,
they shall be entitled to such remuneration in To bring or defend any action, suit, or pro equal shares unless the Court directs otheror criminal, in the name and on behalf of wise; 8. 89.
When the affairs of the company have been the company; To sell the real and personal property, ef- completely wound-up, the Court shall make an fects, and things in action of the company from the date of such order, and the company
order declaring the company to be dissolved by public auction or private contract, with shall be dissolved accordingly; and the Courtf power, if they think fit, to transfer the whole thereof to any particular person or the contributories in respect of the company
may in such order declare that the liabilities o persons, or to sell the same in parcels :
shall cease from the date of such order, and in To execute in the name and on behalf of the that case such liabilities shall cease accord
company all deeds, receipts, and other do-
Any order so made shall be reported to the for that purpose to use the company's registrar of companies, who shall make a miseal :
Winding-up Joint-Stock Companies. nute accordingly in his books of the dissolu- examination either orally or upon written intertion of such company ; s. 91.
rogatories, and shall report the same in writing Lord Chancellor, with the advice and con- in the usual form to the Court, and shall transsent of Master of Rolls and Vice-Chancellor, mit with such report the books, papers, deeds, - to make general rules and orders; s. 92.' or documents produced, if the originals thereof
Power of Lord Chancellor of Ireland to are required and specified by the order, or make rules; s. 93.
otherwise such copies thereof or extracts thereThe general practice of the Courts of Chan- from authenticated by the sheriff as may be cery in England and Ireland in suits pending necessary; and in case any person so sum. : in the same Courts respectively, so far as the moned fails to appear at the time and place same may be applicable, and so far as the same specified, or appearing refuses to be examined is not inconsistent with this Act, or with any or to make the production required, the sheriff rules or orders to be made under this Act, shall shall proceed against such person as a witness apply to all proceedings under this Act; s. 94. or haver, duly cited, and failing to appear, or
The District Commissioners of the Court refusing to give evidence or make production, of Bankruptcy and the Judges of the County may be proceeded against by the Law of Scot: Courts in England who sit at places more than land; and the sheriff shall be entitled to such
20 miles from the General Post Office, and the and the like fees, and the witnesses shall be Commissioners of Bankrupt and the assistant entitled to such and the like allowances, as barristers and recorders in Ireland, and in all sheriffs when acting as Commissioners under
cases relating to mines within the jurisdiction appointment from the Court of Session, and as - of the Stannaries Court in Cornwall the Vice- witnesses and havers, are entitled to, in the · Warden or the registrar of the said Court, shall like cases, according to the law and practice of
be Commissioners for the purpose of taking Scotland: Provided always, that if any objecevidence under this Act; and it shall be lawful tion is stated to the sheriff by the witness, for the Court to refer the whole or any part of either on the ground of his incompetency as a
the examination of any witnesses under this witness, or as to the production required to be · Act to any such Commissioner, although such made, or on any other ground whatever, it Commissioner be out of the jurisdiction of the shall be competent for the sheriff, if he thinks Court' by which the order absolute was made; fit, to report such objections to the Court, and and every such Commissioner shall, in addition to suspend the examination of such witness to any power of summoning and examining until such objection have been disposed of by witnesses, and requiring the production or de- the Court ; s. 96. livery of documents, and certifying or punish
Voluntary Winding-up of Company. ing defaults by witnesses, which he might lawfully exercise as a District Commissioner of
A company may be wound-up voluntarily, the Court of Bankruptcy, Judge of a County
(1.) Whenever the period, if any, fixed for Court, Commissioner of Bankrupt, assistant
the duration of the company by the articles barrister or recorder, or as the vice-warden or
of association expires, or whenever the the registrar of the Stannaries Court, have in
event, if any, occurs, upon the occurrence the matter so referred to him all the same
of which it is provided by the articles of powers of summoning and examining witnesses,
association that the company is to be disand requiring the production or delivery of
solved : documents and punishing defaults by witnesses,
(2.) Whenever the company in general and allowing costs and charges to witnesses as
meeting has passed a special resolution the Court has, and the examination so taken
requiring the company to be wound-up shall be returned to the Court in such manner
voluntarily : as it directs; s. 95.
Whenever a company is wound-up voluntarily The Court may direct the examination in the company shall cease to carry on its busiScotland of any person within Scotland, ness, but its corporate state and all its corwhether a contributory of the company or not, porate powers shall
, notwithstanding any proin regard to the estate, dealings, or affairs of vision to the contrary in its deed of settlement such company, or in regard to the estate, deal- continue until the affairs of the company are ings, or affairs of any person, being a contri- wound-up; s. 97. butory of the company, so far as the company The following consequence shall ensue upon may be interested therein in respect of his the voluntary winding-up of a company, being such contributory; and such order shall (1.) The property of the company shall be be directed to the sheriff of the county in which applied in satisfaction of its liabilities, and, the person to be examined resides or is for the subject thereunto, shall be distributed time; and the sheriff shall summon such per- amongst the shareholders in proportion to son to appear before him at such time and their shares : place as may be specified in the summons, for (2.) Liquidators shall be appointed for the examination upon oath as a witness or as a purpose of winding-up the affairs of the haver, and to produce the books, papers, deeds, company and distributing the property : or documents called for which may be in his pos- (3.) The company may appoint such person session or power, and the sheriff may take such or persons as it thinks fit to be a liqui
dator or liquidators: · See Clause H., pa 354
(4.) If one person only is appointed, all the
Joint-Stock Companies.-Judgments, Execution, &c., Bill.-Drainage Amendment Bil. 35 provisions herein-contained in reference to after make up an account showing the
several liquidators shall apply to him; state of the affairs and the progress which (5.) If no appointment of liquidators is made has been made in winding-up down to
by the company, the person who at the that date, and they shall add thereto a retime of the dissolution of the company are port stating the reasons why the winding, directors shall be liquidators :
up has not been completed, and a general (6.) When several liquidators are appointed, meeting shall be called to consider the
every power hereby given may be exer- same, and any resolutions of the general cised by any two of them :
meeting shall be registered in manner (7.) The liquidators may at any time after above provided, and so on from year to
the passing of the resolution for winding- year until the winding-up of the affairs of up the company, and before they have as- the company is complete; s. 98. certained the sufficiency of the assets of the cornpany, or the debts in respect of JUDGMENTS EXECUTION, &c., BILL. which the several classes, if any, of contributories are liable, call on all or any of the contributories to the extent of their lia
ARRANGEMENT OF CLAUSES. bility to pay all or any sums they deem WHERE final judgment has been obtained necessary to satisfy the debts of the com- in the Courts at Westminster, a memorial of pany, and they may in making a call take such judgment may be registered in Ireland, into consideration the probability that and vice versa, and execution obtained thereon; some of the contributories upon whom the sect. 1. same is made may partly or wholly fail to Where final judgment has been obtained
pay their respective portion of the same: in the Courts at Westminster or at Dublin, a (8.) The liquidators shall have all powers memorial of such judgment may be registered
herein-before vested in official liquidators, in Scotland, and execution obtained thereon ; and may exercise the same without the s. 2. intervention of the Court :
No memorial of a judgment to issue without (9.) All books and papers in the hands of rule of Court or Judge's order or certificate;
the liquidators shall at all reasonable s. 3. times be open to the inspection of the Decreets of Court of Session, or of Sheriff shareholders :
Courts and Decreets of Registration in the (10.) As soon as the affairs of the company Books of Council and Session in Scotland,
are fully wound-up, the liquidators shall may be registered in England or Ireland, and make up an account showing the manner execution obtained thereon ; s. 4. of such winding-up, and the disposal of No extract of decreet to issue without warthe property and assets of the company; rant of Court or Lord Ordinary; s.5. and such account with the vouchers ihere. Memorial or extract to be produced for reof, shall be laid before the company, or gistration within six days of date thereof; s. 6. such person or persons as may be apointed Memorial or extract to be filed, and satisfacby them to inspect the same; and within tion or discharge may be entered thereon, and one month after the date of the affairs certificate thereof to be evidence; s. 7. being fully wound-up as aforesaid the Registers may be searched, and for each liquidators shall call a general meeting of search a fee of 6d.; s. 8. the shareholders for the purpose of con- Security for costs, where plaintiff resides in sidering such account:
a different part of the United Kingdom, abo(11.) Such general meeting shall not enter lished ; s. 9.
upon any business except the considera- Costs not to be allowed in actions on judgtion of the account; but the meeting may ments, unless by order of Court; s. 10. proceed to the consideration thereof not! Punishment of forgery of signature of officer withstanding the quorum required by any of Court; s. 11. bye-law of the company to be present at Judges to make rules for execution of this general meetings is not present thereat; Act; s. 12. and if on consideration the meeting is of Judges at Westminster and Dublin to issue opinion that the affairs of the company altered writs of execution, if necessary ; s. 13. have been fairly wound-up, they shall pass Short Tiile of Act; s. 14. a resolution to that effect, and thereupon the liquidators shall make a return to the DRAINAGE ADVANCES ACTS registrar of companies of the account, and
AMENDMENT BILL. resolution of the meeting, within 14 days thereafter, and on the registration of such return the company shall be dissolved, and
ARRANGEMENT OF CLAUSES. all the powers thereof, and of its directors 9 & 10 Vict. 'c. 101, ss. 9 and 17, repealed. and officers shall determine:
If Commissioners think an advance expedient, (12.) If within one year after the passing they may issue a provisional certificate, with
of a resolution for a winding-up the affairs the sanction of the Treasury. Expenses of inof the company such affairs are not wound-vestigation may be charged upon the land, if up, the liquidators shall immediately there- Commissioners shall think fit; sect. 1.