4-13. The Petition, and Proceedings thereon. 14-20. The Order Absolute, and Proceedings thereon. 21-36. The appointment of official Trustee, his Estate, Powers, Duties, &c. 37-48. General course of Proceeding under Winding-up. 49-61. Actions and Suits by and against the Company and its Contributories. 62-69. Ascertaining and getting in the Estate. 70-74. Proof of Debts, &c. 75-80. The List of Contributories, and their mutual Rights. 81-89. Payment of Debts, Calls and distribution of Funds. 90-97. Powers of Master. 98-101. Appeals and Special Reports. 102-106. Costs and Fees. 107-113. Services, Evidence and Penalties. 114-120. Questions of Jurisdiction and Practice. 121-126. Miscellaneous. SCHEDULE. TABLE OF CONTENTS. Preamble (refers to 7 & 8 Vict. c. 111, and 8 & 9 Vict. c. 98, for facilitating the Windingup of the Affairs of Joint Stock Companies unable to meet their Pecuniary Engagements in England and Ireland respectively; to 9 & 10 Vict. c. 28, to facilitate the Dissolution of certain Railway Companies.) Preliminaries: Sect. 1. To what Companies Act is to apply; (i. e. Companies within two first-mentioned Acts, or which would have been within, if not dissolved when they were passed; Railway Companies under 9 & 10 Vict. c. 28, become bankrupt before the transferable Shares.) day of , and future Companies with 2. Interpretation; (Company, member, constitution of a Company, contributory, call, creditor, person, month, the Court, Master, fiat, and Court of Bankruptcy, order absolute; singular and plural, &c.) 3. Short Title of Act (Joint Stock Companies Winding-up Act, 1848). The Petition, and Proceedings thereon: Sect. 4. Who may petition under this Act (i. e. persons being, or claiming to be, contributories), and in what cases (i. e. act of bankruptcy; declaration of insolvency; judgment against the Company; decree or order against the Company; action against a member for the Company's debt; creditor's affidavit and suit of summons; dissolution or ceasing to carry on business; other sufficient ground for dissolution). 5. No petition after fiat but under direction of Court of Bankruptcy. 6. After petition no fiat to issue, or if issued, to be prosecuted, but by direction of the Court of Chancery. 7. Proceedings in Bankruptcy to be conclusive. 8. Heading of petition and subsequent proceedings (in the matter of the Joint Stock Companies Winding-up Act, 1848, and of the Company). 9. Proceedings not to be impeached by reason of the petitioner not having been duly qualified. 10. Petition to be advertised in the London Gazette, and served. 11. Court may order petition to stand over, or further service. 12. Court may make order Nisi, or reference to Master. 13. Court may apply the provisions of the constitution of the Company. The Order Absolute, and Proceedings thereon: Sect. 14. Court may make order absolute. 16. From what period Companies to be dissolved (from date of order absolute, or date to be thereby fixed). 17. Petitioner to carry in order absolute before Master within Ten days. 18. On dissolution of suit, Court may order winding up under this Act. 20. Master may appoint interim receiver. The Appointment of Official Trustee, his Estate, Powers, Duties, &c.: Sect. 21. Notice of appointment of official Trustee by the Master. 23. In appointing official Trustee, Master may either adopt or reject proposals. 24. Recognizances of official Trustee, and of his sureties. 26. Master may take security of Guarantee Society. 27. Appointments and removals to be valid without confirmation. 28. Trustee to have custody of books, &c. 29. On appointment, all estate, effects and credits of the Company, and all powers, &c. to vest in official Trustee; registration of orders absolute and appointments of official Trustee. 30. When order made on petition by direction of the Court of Bankruptcy, all estate, powers, &c. of assignees to vest in official Trustee. 31. Until Court shall regulate by general orders all matters relating to official Trustee not provided for by the Act, practice as to receivers to be followed. 32. Master may allow salary, &c., to official Trustee. 33. Official Trustee may employ Solicitor. 34. Duties of official Trustee (to keep accounts, realize assets, pay debts, divide surplus, bring before Master questions relating to the winding up, and take his directions with respect thereto). 35. Accounts of official Trustee to be passed, and contributories only to surcharge and falsify. 36. Official Trustee to keep books of proceedings, which shall be certified by the Master. General General Course of Proceeding under Winding-up: Sect. 37. Master to determine what parties are to attend proceedings before him; and may appoint representatives of contributories or classes of contributories. 38. All contributories on the list may appear, submit proposals, &c. 39. Parties to name Solicitors on whom notices to be served. 40. In default of due diligence, prosecution of proceedings may be given to other parties. 41. Death of petitioner, &c. not to abate proceedings. 42. Proceedings to be by proposal, and not by state of facts and proposal. Actions and Suits by and against the Company and its Contributories : Sect. 49. Dissolved Companies to sue and be sued in the name of "the official Trustee" (i. e. without the addition of the individual name of the officer) of the particular Company. 50. Criminal Proceedings on behalf of the Company to be prosecuted by the official Trustees. 51. Pending actions, &c. against the Company may be prosecuted against the official Trustee. 52. Pending actions, &c. on behalf of the Company may be prosecuted in the name of the official Trustee. 53. Death of official Trustee not to abate action or suit. 54. Official Trustee, with approbation of the Master, may compromise. 55. Orders and decrees of a Court of Equity against the official Trustee to take effect against the Company. 56. Judgments against official Trustee to take effect against the Company. 57. Act not to affect rights of creditors, &c. nor existing contracts. 58. Official Trustee to be indemnified. 59. No action or suit to be instituted or proceeded with by official Trustee but by leave of the Master. 60. No claim of any contributory in respect of his share to be set off against any demand of the official Trustee of a dissolved Company against such contributory. 61. Official Trustee, with leave of Master, may defend suits against individual contributories. Ascertaining and getting in the Estate: Sect. 62. Master may summon any person, whether a member of the Company or not, to give evidence as to the affairs, &c. 63. Costs of witnesses. 64. Penalty on contributories, &c. concealing the estate of the Company 100 7. and Double the value of the estate concealed. 65. Pending the winding-up, Master may require payment of balances. 66. Orders may be enforced upon affidavit of default, and without previous demand. 67. Conveyances or assignments of real estate or chattels real by official Trustee how to be made and certified. 69. Payment of money into the Bank (to the account of the "official Trustee” of the particular Company, payment of checks, but Trustee to retain sum for current purposes). 71. Master to advertise commencement of winding up. 72. No action or suit to be instituted or proceeded with against the Company but after proof of debt. 73. Proof of debt to be made as in Bankruptcy, or otherwise, as Master 74. Master to allow or disallow debts. The List of Contributories, and their mutual Rights: Sect. 75. Official Trustee to make out list of contributories. 76. List to be settled by Master, and notice given of his beginning to settle. 77. Notice to be given to parties included in or excluded from the list. 78. List to be conclusive when settled, unless cause shown to the contrary. 79. No person entitled to appear as contributory unless name on list. 80. Contributories may summon other persons to show cause why they should Payment of Debts, Calls, and Distribution of Funds: Sect. 81. Master to direct payment of debts. 82. Although assets not insufficient, Master may make calls (but only to the 83. Master to apportion amount of calls. 84. Notice of intention to make calls to be given. 85. Unless cause shown to the contrary, peremptory order to be made for pay- 86. Peremptory order to be advertised and served. 87. Official Trustee may, with approbation of Master, enforce payment, give 88. Master may direct action or suit where assets of a deceased contributory are 89. Official Trustee, by direction of Master, to circulate accounts and balance Powers of Master: Sect. 90. Power to Master to direct issues, special cases and actions. 96. In case of illness or absence of any Master, the Master acting for him to have " all usual powers. 97. Master acting during vacations to have all usual powers. Appeals and Special Reports: Sect. 98. Appeals to the Court. 99. Master may make special report as to matters arising in winding up. Sect. 102. Costs of paying debts, &c,, to be at the discretion of Master. 109. Advertisements in London and Dublin Gazette to be evidence. " 110. Courts to take judicial notice of signature of Master or Registrar and of office seals. 111. Forging any such signature or seal to be felony (under 8 & 9 Vict. c. 113). 112. Punishment of persons giving false evidence, &c. 113. Any contributory of a Company dissolved, &c. under this Act, with knowledge of or in contemplation of dissolution, &c., destroying books, &c., guilty of a Misdemeanor. Questions of Jurisdiction and Practice : Sect. 114. Enforcement in Ireland of orders of the Court of Chancery in England, and vice versa. 115. Decrees, &c. under this Act may be registered in Scotland, and execution may be had as upon a decree interponed to a bond, &c. 116. Where the Company shall be wound up in England and where in Ireland (i. e. according to situation of registered place of business, or head or only office but when Company transacts business in both countries, presentation of petition to decide the jurisdiction). 117. Where Company transacts business both in England and Scotland, it may be wound up in England. 118. Court to have such jurisdiction upon petition as upon a suit duly instituted; general practice of courts to be followed where not varied under this Act. 119. Court may stay proceedings on any report or order. 120. Matters not prescribed for to be reported to the Court. Miscellaneous: Sect. 121. Lord Chancellor, with the advice and consent of Master of Rolls and Vice Chancellor, to make general rules and orders. 122. Provision as to general orders to apply to Ireland. 123. Petition for dissolution, &c. to be a lis pendens under 2 Vict., c. 113. 1. Advertisement of petition for dissolution and winding up. 2. Mandatory part of order absolute. 3. Advertisement of intention to appoint official Trustee. 4. Proposal of official Trustee (and Sureties). 5. Order appointing official Trustee and Sureties, and advertisement. 6. Recognizance of official Trustee and Sureties. 7. Summons for party or witness to attend before Master. 8. Master's warrant. 9. Order for production and deposit of books, &c. 10. Master's directions to official Trustee to bring action against different debtors to Company. 11. Order for payment of balance by contributories. 12. Advertisement for creditors. 13. Advertisement that the Master is settling list of contributories. 14. Advertisement of intended call. 15. General order in making call. 16. Order for issues. |