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petition was, under the circumstances, ordered to stand over for a month, and a meeting of the members to be called.

For other cases in which creditors' petition ordered to stand over, see Western of Canada &c., Oil Co., 17 Eq 1; In re St. Thomas' Dock Co., 2 Ch. Div. 116.

In the Langley Mill Steel, &c., Co., 12 Eq. 26, the majority of the creditors and shareholders being in favour of a voluntary winding up, a resolution for which had been passed after the presentation but before the hearing of a creditors' petition for a compulsory order, the petition was dismissed. See also a similar case, In re Belfast Tramways Co., W. N., 1872, 5, 40. A petition having been presented for the winding up of the Emma Mining Co., the Judge ordered a meeting to be called of the members. The following is a copy of the advertisement :

In Chancery.-In the matter of the Companies Acts, 1862 and 1867, And in the matter The Emma Mining Company, Limited. Notice is hereby given, that the Vice-Chancellor Sir Richard Malins has directed a meeting of the members or shareholders of the above-named company (as appearing by the register of members as of the 24th day of March, 1875), to be summoned pursuant to the above statutes, for the purpose of ascertaining their wishes as to certain matters relating to the winding up of the said company; and that such meeting will be held on Friday, the 7th day of May, 1875, at two o'clock in the afternoon, at the Terminus Hotel, Cannon Street, in the City of London, at which time and place all the aforesaid members or shareholders of the said company, but none others, are requested to attend. The said judge has appointed F. W. (of the firm of H., W., & Company), of No. —, Old Jewry, in the City of London, public accountant, to act as chairman of such meeting. Dated this 21st day of April, 1875.

Secretary of the said company, 17, Queen Victoria Street, London, E.C.

The following resolutions have been suggested by his Honor the Vice-Chancellor as embodying the points upon which he desires to be informed of the wishes of the above members or shareholders: -1. “That it is the opinion of this meeting that the operations of the company can be carried on with a reasonable prospect of success, and that the ViceChancellor, Sir Richard Malins, be requested not to make any order for the winding up of the company." If such motion be negatived, the following to be moved as a substantive resolution:-2. "That it is the opinion of this meeting that this company be wound up compulsorily by the Court of Chancery, under the petition of Mr. Askew, now pending."

Resolution (1) was passed and the petition was dismissed, but without costs. See Order XXII., infra, p. 644.

Sometimes a petition having been presented for the winding up of a company, the directors call a meeting before the hearing for the purpose of obtaining an expression of the views of the members and creditors. This was done in the case of the General South American Co., Limd. [see supra, p. 405] and the following resolution was passed :

"That in the opinion of this meeting and having regard to the nature and situation of the property and assets of the company, a compulsory winding up of the company by the Court of Chancery would be attended with the most disastrous consequences and loss to the creditors and members of the company, in whose interest it is most important and necessary that the company should be allowed as far as possible to wind up voluntarily, with a representative of the creditors as one of the liquidators, and that the directors be, and they are hereby authorised and required for and on behalf and in the name of the company to oppose any order for a compulsory winding up by the Court on the pending petition to the Court, and to take all such steps as they may be advised or consider expedient for the purpose of carrying out and giving effect to the resolutions of the meeting and securing the continuance of the voluntary winding up either conditionally or under the supervision of the Court as may be most expedient."

A supervision order was eventually made.

In the following cases compulsory orders were made against the wish of the majority of the shareholders. West Surrey Tanning Co., 2 Eq. 737; Great Northern Copper Mining Co., 17 W. R. 462; Tumacacori Mining Co., 17 Eq. 534. See further, Buckley, 217, and infra, p. 649.

As to concurrent petitions :-Where two or more petitions Concurrent are presented for winding up a company, they will have petitions. priority according to their dates of advertisement, not of presentation. The United Ports and General Insurance Co., 39 L. J. Ch. 146.

But where one order was made on three petitions, the carriage of the order was given to a petitioner whose petition had been presented though not advertised before one of the others. London and Australian Agency Co., 29 L. T. 417; 22 W. R. 45. See also infra, p. 650.

costs.

As to when petitioner must give security for costs :-A Security for petitioner residing out of the jurisdiction may be required to give security for costs. In re Home Assurance Association, 12 Eq.112. Not so a shareholder residing out of the jurisdiction and opposing a winding-up order. In re Percy, &c., Co., 2 Ch. Div. 531. The application for security ought to be made

Orders when voluntary winding up in progress.

Official liquidator.

at chambers. Vale v. Oppert, 22 W. R. 629; 30 L. T. N. S. 457. See further, Morgan's Chancery Acts, 603, and Seton on Decrees, Vol. I., 125.

As to compulsory order where voluntary winding up has been commenced :-By Section 145 of the Act it is provided that: "The voluntary winding up of a company shall not be a bar to the right of a creditor of such company to have the same wound up by the Court, if the Court is of opinion that the rights of such creditor will be prejudiced by a voluntary winding up."

Where at the time of the presentation of a winding-up petition the company is being wound up voluntarily, the Court will not make a compulsory order in the absence of special circumstances. London and Provincial Starch Co., W. N. 1867, 172.

A creditor petitioning for a compulsory order must allege and show that his rights will be prejudiced by the voluntary winding up, otherwise his petition will be dismissed. Universal Drug Supply Association, W. N., 1874, 125; 22 W. R. 675.

But the Court will be influenced by the wishes of the creditors and contributories in accordance with Sections 91 and 149. See supra, p. 605, et seq., and Buckley, 277, et seq.

As to a supervision order, see infra, p. 648, notes to Order 29.

As to the appointment of provisional official liquidators, see infra, p. 627.

As to transfer of petition, see infra, p. 637.

As to staying actions, &c., after presentation of petition, see infra, p. 630, et seq.

As to the winding up of unregistered associations, see Buckley, p. 359, et seq.

As to withdrawing petition, see infra, p. 646, 193, Buckley.
As to costs, see infra, p. 639, et seq.

As to the provisions of 33 & 34 Vict. c. 61, in regard to the
winding up of life assurance companies, see infra, p. 613.
As to appointment of an official liquidator :-

By Section 92 of the Act, it is provided that :

"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 authorised 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.

The judge may appoint a person to the office of official liquidator, without previous advertisement, or notice to any party, or fix a time and place for the appointment of an official liquidator, and may appoint or reject any person nominated at such time and place, and appoint any person not so nominated. Gen. Ord. 1862, Rule 8.

An official liquidator may be appointed at the hearing: London, Bombay, and Mediterranean Bank, 1 Ch. 525; but this is not often done, and in any case he will not be so appointed except by consent: Commercial Discount Co., 32 Beav. 198; 11 W. R. 353. In the case of The Imperial Decorative Co., an official liquidator was appointed, by Bacon, V.-C. (6 Nov., 1876, A. 1692), at the hearing of the petition. A similar order was made by the Master of the Rolls in The Sharrow Rolling Mill Co., 5 Aug., 1876, B. 1471. See further, Buckley, 219, 499.

As to staying further proceedings in a winding up with a view to the resumption of business, see infra, p. 618.

RR

WINDING-UP PETITIONS.

Prec. IV.

Incorporation.

Office.
Objects.

PRECEDENT IV.

PETITION OF JUDGMENT CREDITOR.

In the High Court of Justice.

Chancery Division.

Vice-Chancellor

[Or Master of the Rolls.]

In the matter of the Companies Acts, 1862 and 1867.

See supra, p. 601.

And in the matter of The

To Her Majesty's High Court of Justice.

See supra, p. 594.

of

Company, Limited.

showeth as follows :

The humble petition of 1. The Company, Limited (hereinafter called the company), was in the month of, 1872, incorporated under the Companies Acts, 1862 and 1867, as a company limited by shares.

2. The registered office of the company is at.

3. The objects for which the company was established are as follows:

:-

(a) To, &c.

Here the objects will be set out. In some cases only the leading objects of the company are stated; and in such cases the paragraph will conclude thus: "and for other objects set forth in the memorandum of association of the company."

4. The nominal capital of the company is 20,0007., divided into 2,000 shares of 107. each. The whole of the said shares have been issued.

5. Your petitioner is the holder for valuable consideration of a bill of exchange, dated the day of, for 2507., payable six months after date, drawn by

upon and

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