The Collection of the Assets.

the debtor is a contributory, in which case the court is empowered to make an order upon him to pay the money so due, exclusively of his liability to calls. This may cause some difficulties. The present act has repealed the former acts relating to the winding-up of Companies. They invested the Court with certain powers for the purpose. When the jurisdiction was extended to the Court of Bankruptcy, all the powers exercised by the Court were applicable to winding-up. But by the new act the jurisdiction is taken from Bankruptcy and committed exclusively to the Court of Chancery, without restoring to it the powers given by the repealed statutes. Consequently, the Court of Chancery now possesses no other powers to aid it in winding-up a Company than it has in the administration of an estate under a creditor's suit, and these can only be obtained by sending the winding-up to a Bankruptcy Court under the power to that effect given by sect. 81. If the Company is not limited, the Court may allow a contributory, by way of set-off, any moneys due to him from the Company in any independent dealing or contract, but not any moneys due to him as a member, in respect of any dividend or profits.

It will be observed, that this privilege is expressly confined to unlimited Companies. The contributory of a limited Company cannot set off anything due from the Company to him against his debts to the Company, until the creditors of the Company are paid in full; then, any moneys due on any account whatever from the Company to a contributory may be allowed by way of set off against any subsequent calls: (sect. 101.)

Calls.-Proof of Debts.

Calls.

The court is empowered, either before or after it has ascertained the sufficiency of the assets, to make calls on all the contributories, for the time being settled on the list of contributories, to the extent of their liability, and in doing this it may take into consideration the probability that some of the contributories on whom a call is made may partly or wholly fail to pay their portions of it: (sect. 102.)

Notice by advertisement should be given of every call, specifying the amount and the day and place for payment, and a notice should be sent by post to each of the contributories stating the amount due from him. The court may order payment to be made to the Bank of England or .any of its branches, to the account of the official liquidator, instead of to himself: (sect. 103.)

The order of the court, subject to the power of appeal, is to be conclusive evidence that the moneys there ordered to be paid are due, and that all pertinent matters are there truly stated, and to be so read in evidence in all proceedings except such as are taken against the real estate of any deceased contributory, in which case the order is to be only primâ facie evidence for the purpose of charging the real estate, unless the heirs and devisees were on the list of contributories at the time of the order being made: (sect. 106.)

Proof of Debts.

The court is to fix a day on which the creditors are to prove their debts or claims, or be excluded

Practice in Winding-up.

from the benefit of the distribution.

Notice of

this meeting should be given by public advertise

ment.

Practice in Winding-up.

After the winding-up order, the court may summon before it any officer of the Company or "person known or suspected" to have in his possession the estate or effects of the Company, or supposed to be indebted to the Company, or capable of giving information concerning the trade, dealings, estate, and effects of the Company; and require the production of books and papers. On refusal to appear, such person may be apprehended and brought before the court for examination. But if a lien is claimed, the production is to be without prejudice to such lien, and the court may determine all questions relating to it: (sect. 115.)

Examinations may be upon oath, either by word of mouth or upon written interrogatories, and the court may arrest any contributory believed to be about to abscond, or to remove or conceal his property (sects. 117, 118.)

All these powers of the court are to be in addition to, and not in restriction of, any subsisting powers, either at law or in equity, for the recovery of calls, debts, &c.: (sect. 119.)

Orders by the Court of Chancery in England and Ireland are to be enforced as other orders made in any pending suit, and in Scotland the court during session, and the Lord Ordinary during vacation, may order or decree payment by any contributory of calls and interest due thereon. Any order of the court in England may be enforced in Ireland and Scotland as if the regis

Practice in Winding-up.

tered office of the court had been there situate, and vice versa. Where an order of the court of one country is to be enforced in another, a copy of it, produced to the proper officer of the court required to enforce it, is to be sufficient evidence of such order, and the court so applied to may enforce it accordingly: (sects. 120, 121, 122, 123.)

Re-hearings and appeals from any order or decision in the matter of winding-up, may be had in the same manner as from any order within the ordinary jurisdiction of the court; with this restriction, that no such appeal is to be heard unless notice be given within three weeks after the order made, in the same manner in which notices of appeal are ordinarily given, according to the practice of the court appealed from: (sect. 125.)

In all proceedings in winding-up, all courts, judges, and other officers, judicial or ministerial, of any court employed in enforcing process, are to take judicial notice of the signatures of officers and the official seals: (sect. 125.)

The following are the commissioners for the purpose of taking evidence when a Company is wound-up in any part of the United Kingdom:

In England

The Commissioners of the Court of Bankruptcy;

The Judges of the County Courts, sitting at places more than twenty miles from the General Post-office.

In Ireland

The Assistant-Barristers and Recorders.

Practice in Winding-up.

In Scotland

The Sheriffs of Counties.

And the court may refer the whole or any part of the examination of witnesses to any person so being a commissioner, although out of the jurisdiction of the court that made the order for winding-up, and he is to have the same power as the court for summoning witnesses, punishing defaults, compelling production of documents, and allowing costs and expenses to witnesses, as the court by which the order was made: (sect. 126.)

Special provision is made for the examination of persons being in Scotland (sect. 127.); and all affidavits may be sworn before any court, judge or persons authorised to take affidavits, either at home or abroad: (sect. 128.)

Successive calls may be made for payment of the debts and liabilities of the Company, and for the costs of winding-up, until all are satisfied.

During the process of winding-up, all dispositions of the property of the Company, and every transfer of shares, or alterations in the status of the members, made between the presentation of the petition and the order for winding-up, are declared to be void: (sect. 153.)

All debts payable on a contingency, and all claims against the Company, present or future, certain or contingent, ascertained or sounding only in damages, are to be admissible to proof against the Company, a just estimate being made, as far as possible, of the value of all such debts or claims as may be subject to a contingency, or which for some other reason do not bear a certain value: (sect. 158.)

The liquidators may, with the sanction of the