interval of not less than fourteen days, nor more than one
month, from the date of the meeting at which the resolu-
tion was first passed, Companies Act, 1862, § 51. In
default of any regulations as to voting, each member has Voting.
one vote, § 52. A copy of any special resolution requires,
under penalties, to be printed and forwarded to the regis-
trar, within fifteen days of its confirmation, and recorded
by him, § 53. When articles of association have been
registered, a copy of every special resolution for the time.
being in force has to be annexed to or embodied in every
copy of the articles of association issued after the passing
of the resolution, § 54. See also Companies Act, 1867,
§ 8. Any company may, from time to time, by writing
under its common seal, refer to arbitration, in accordance
with the Railway Companies Arbitration Act, 1859, any
matter whatever in dispute between itself and any other
company or person, § 72; and the provisions of that Act
apply to arbitrations between companies under the Com-
panies Act, 1862, and others, § 73.

IV. WINDING UP OF COMPANIES AND ASSOCIATIONS.

may be wound

Court: (2)

(3) voluntarily

vision of the

A company under the Act may be wound up-(1) by Companies the Court through an official liquidator appointed by the up (1) by the Court, Companies Act, 1862, § 79 et seq.; (2) voluntarily, voluntarily: through a liquidator appointed by the company, § 129 et under superseq.; or (3) voluntarily, through a liquidator appointed by Court. the company, but subject to the supervision of the Court, which may, if it sees fit, appoint any additional liquidator or liquidators, who are subject to the same obligations, and stand in the same position as if they had been appointed by the company, § 147 et seq.

Circumstances

(1.) Winding up by Court.-A company may be wound up by the Court in the following circumstances: company may

(1.) Whenever the company has passed a special resolution requiring the company to be wound up by the Court :

under which

be wound up

by Court.

When a company is deemed unable to pay its debts.

for winding up made by petition to

either division of Court of Session, by creditor, &c.

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

(3.) Whenever the members are reduced in number to less than

seven :

(4.) Whenever the company is unable to pay its debts:

(5.) Whenever the Court is of opinion that it is just and equitable that the company should be wound up, § 79.

A company is deemed unable to pay its debts when a creditor for a sum above £50 serves on the company, at its registered office, a demand for payment of the debt due to him, and the company fails within three weeks to satisfy his claim; or when the inducia of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest have expired without payment being made; or whenever it is proved to the satisfaction of the Court that the company is unable to pay its debts, § 80. See Cunninghame, 14 R. 87; Commercial Bank of Scotland, 14 R. 147. It has been held that it is "just and equitable" that a company should be wound up when the object for which the company was floated has become practically impossible-e.g., from want of a title to a mine, Haven Gold Mining Co., L.R., 20 Ch. D., 151; German Date Coffee Co., 20 L.R., Ch. D. 169; and see Suburban Hotel Co., 2 L.R., Ch. D. 737; Martin, 7 R. 352; Anglo-American Brush Electric Light Corporation, 9 R. 972.

or

Application Any application to the Court for the winding up of a company is made by petition, which may be presented to either division of the Court of Session by the company, or by any one more creditor or creditors of the company, or by all or any of these parties, together or separately, §§ 81, 82, or by a contributory, if the members are reduced in number to less than seven, or if the shares, in respect of which he is a contributory, or some of them, either were originally allotted to him, or have been held by him and registered in his name, for a period of at least six months during the

ment of

by Court.

after the com

the winding up

eighteen months previous to the commencement of the winding up, or have devolved on him through the death of a former holder, Companies Act, 1867, § 40. A winding Commenceup of a company by the Court is deemed to commence at winding up the time of the presentation of the petition, Companies Act, 1862, § 84. When a company is being wound up Disposition by the Court, or subject to the supervision of the Court, mencement of all dispositions of the property of the company, and every is void. transfer of shares, or alterations in the status of the members made between the commencement of the winding up and the order for winding up are void, unless the Court otherwise orders, § 153. For the purpose of con- Appointment ducting the proceedings in a winding up, an official liquidator or liquidators. liquidator or official liquidators is appointed by the Court, § 92. An official liquidator has power, with the Powers of sanction of the Court, to do the following things :

To bring or defend any action, suit, or prosecution, or other legal proceeding, civil or criminal, in the name and on behalf of the company:

To carry on the business of the company, so far as may be necessary for the beneficial winding up of the same:

To sell the real and personal and heritable and moveable property, effects, and things in action of the company by public auction or private contract, with power to transfer the whole thereof to any person or company, or to sell the same in parcels :

To do all acts and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that purpose to use, when necessary, the company's seal :

To prove, rank, claim, and draw a dividend, in the matter of the bankruptcy or insolvency or sequestration of any contributory, for any balance against the estate of such contributory, and to take and receive dividends in respect of such balance, in the matter of bankruptcy or insolvency or sequestration, as a separate debt due from such bankrupt or insolvent, and rateably with the other separate creditors :

To draw, accept, make, and indorse any bill of exchange or promissory note in the name and on behalf of the company, also to raise upon the security of the assets of the company from time to time any requisite sum or sums of money; and the drawing, accepting, making, or indorsing of every such bill of exchange or promissory note as aforesaid on behalf of the company, shall have the same effect with respect to the liability of such company

of official

official liquidators.

List of contributories.

Dissolution of company.

Circumstances

as if such bill or note had been drawn, accepted, made, or
indorsed by or on behalf of such company in the course of
carrying on the business thereof :

To take out, if necessary, in his official name, letters of administration
to any deceased contributory, and to do in his official name any
other act that may be necessary for obtaining payment of any
monies due from a contributory or from his estate, and which
act cannot be conveniently done in the name of the company;
and in all cases where he takes out letters of administration, or
otherwise uses his official name for obtaining payment of any
monies due from a contributory, such monies shall for the pur-
pose of enabling him to take out such letters or recover such
monies, be deemed to be due to the official liquidator himself :
To do and execute all such other things as may be necessary for
winding up the affairs of the company and distributing its
assets, § 95.

The Court may provide by any order that an official liquidator may exercise any of the above powers without the sanction or intervention of the Court, § 96. Further, an official liquidator, with the sanction of the Court, may compromise the claims of creditors, and the liabilities of contributories and debtors, §§ 159, 160.

As soon as may be after making an order for winding up a company, the Court, through the liquidator, settles a list of contributories, distinguishing between persons who are contributories in their own right, and persons who are contributories as being representatives of or being liable to the debts of others, §§ 98, 99, and makes calls on all or any on the list, § 102.

When the affairs of the company are completely wound up, the Court makes an order that the company is dissolved from the date of such order, § 111. This order is reported by the official liquidator to the registrar, who makes a minute of it in his books, § 112.

2. Voluntary winding up of Company.—A company pany may be under the Act may be wound up voluntarily :

in which com

wound up voluntarily.

:

(1.) Whenever the period, if any, fixed for the duration of the company by the articles of association expires, or whenever the event, if any, occurs, upon the occurrence of which it is pro

vided by the articles of association that the company is to be dissolved, and the company in general meeting has passed a resolution requiring the company to be wound up voluntarily : (2.) Whenever the company has passed a special resolution requiring the company to be wound up voluntarily :

(3.) Whenever the company has passed an extraordinary resolution to the effect that it has been proved to their satisfaction that the company cannot by reason of its liabilities continue its business, and that it is advisable to wind up the same :

For the purposes of this Act any resolution shall be deemed to be extraordinary which is passed in such manner as would, if it had been confirmed by a subsequent meeting, have constituted a special resolution as herein before defined, § 129.

ment of volun

up.

The commencement of a voluntary winding up is the Commencetime of the passing of the resolution authorising the tary winding winding up, § 130, from which time the company ceases to carry on its business, except in so far as may be required for the beneficial winding up thereof, § 131. Notice of any special resolution or extraordinary resolution passed for voluntarily winding up a company registered in Scotland is advertised in the Edinburgh Gazette, § 132. The following consequences ensue on the volun- Consequences tary winding up :

(1.) The property of the company shall be applied 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:

(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 such persons or person as it thinks fit to be liquidators or a liquidator, and may fix the remuneration to be paid to them or him :

(4.) If one person only is appointed, all the provisions 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:

of voluntary winding up of company.

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