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Voluntary Winding-up.

petition praying that a voluntary winding-up should be continued under the supervision of the court, shall, for the purpose of giving the court jurisdiction over suits and actions, be deemed to be a petition for winding-up by the court. The court in thus winding-up may have regard to the wishes of creditors or contributories, and direct meetings to be held for the purpose of ascertaining their wishes, but having regard also to the value of the debts due to each creditor, and the number of votes possessed by each contributory. The court may at once appoint additional liquidators, or remove them, and fill up vacancies: (sects. 147 to 150.)

When an order for winding-up under supervision has been made, and afterwards superseded by an order for a compulsory winding-up, the court may appoint the voluntary liquidator to be the official liquidator: (sect. 152.)

The effect of an order for winding-up under supervision is, that the liquidator may exercise all his powers, as if the Company were being wound up voluntarily. But, with this exception, it is for all purposes to operate as an order for winding-up by the court, conferring full authority to make calls, and to exercise all other powers possessed by an official liquidator: (sect. 151.)

The liquidator is empowered, with the sanction of the court, to compromise calls, debts, and claims, present and future, certain or contingent, ascertained or sounding only in damages, between the Company and any contributory, or other debtor or person apprehending liability to the Company, and to give complete discharges for the same: (sect. 160.) Or compromise with creditors or

General Powers.

persons having any claim against the Company, present or future, certain or contingent: (sect. 159.)

It will be observed, that where the winding-up is compulsory, the style is, "the official liquidator." In a voluntary winding-up or a windingup under the supervision of the Court, he is styled "the liquidator" merely.

General Powers for Winding-up.

Where any Company is being wound up, all books, accounts, and documents of the Company and of the liquidators are, as between the contributories, to be primâ facie evidence of the truth of all matters purporting to be therein recorded: (sect. 154.) And the court may make such order for the inspection of the books and papers by the creditors and contributories as it thinks just: (sect. 156.)

Any person to whom any thing in action belonging to the Company is assigned, in pursuance of the act, may bring or defend any action or suit relating to it in his own name: (sect. 157.)

If no liquidator is acting in the case of a voluntary winding-up, the court may appoint one: (sect. 141.)

The court is to adjust the rights of the contributories inter se, and distribute any surplus among the parties entitled to it: (sect. 109.)

Should the assets be insufficient to satisfy liabilities, the court may order payment out of the estate of the Company of the costs and expenses of winding-up, in such order of priority as it may think just: (sect. 110.)

Dissolution of a Company.

Any petition for winding-up a Company by the court is to constitute a lis pendens within the terms of the Registration of Judgments Act, if duly registered as provided by the said act concerning rules in equity: (sect. 114.)

The Lord Chancellor, the Master of the Rolls, and any one Vice-Chancellor, or the Lord Chancellor and two Vice-Chancellors, in England, the Lord Chancellor and Master of the Rolls in Ireland, and in Scotland the Court of Session, may, from time to time, make rules for the mode of proceeding in winding-up; but, until such rules are made, the general practice of the Courts of Chancery, or of the Court of Session, including the practice hitherto in use in winding-up Companies, are to apply to all proceedings, so far as they are applicable, and not inconsistent with this act (sects. 170 to 173.)

Any person, on any examination on oath, or affidavit, deposition or solemn affirmation, wilfully and corruptly giving false evidence is to be guilty of perjury: (sect. 169.)

Dissolution of the Company.

When the affairs of the Company have been completely wound up, the court is to make an order that the Company be dissolved from the date of such order, and it shall be dissolved accordingly: (sect. 111.) The order so made is to be reported by the official liquidator to the registrar, and a minute of it made by him in his books: (sect. 112.) A penalty of 51. per day is imposed on the official liquidator if he omit to report such order to the registrar: (sect. 113.)

Liabilities of Directors and Officers.

When the Company has been wound up, and is about to be dissolved, the books, accounts, and documents of the Company and of the Liquidators may be thus disposed of; where the winding-up was under the supervision of or by the court, as the court may direct; and where it was wound up voluntarily, as the Company by extraordinary resolution may direct: (sect. 155.)

Liabilities of Directors and Officers.

Where it appears that any past or present director, manager, or officer of a Company being wound up has misapplied, or retained in his own hands, or become liable or accountable for any moneys of the Company, or been guilty of any misfeasance or breach of trust in relation to the Company, the court may, on the application of the liquidator or any creditor or contributory, although the offence is one for which the offender may be criminally responsible, examine into his conduct, and compel him to repay any moneys so misapplied or retained, with interest, or to contribute to the assets of the Company, by way of compensation, such sums as the court thinks just: (sect. 165.)

If any director, officer, or contributory destroys, mutilates, alters, or falsifies any books, papers, writings or securities, or makes or is privy to the making of any false or fraudulent entry in any document of the Company, with intent to defraud or deceive any person, he is to be guilty of a misdemeanor, and punishable with imprisonment not exceeding two years, with or without hard labour: (sect. 166.)

If, in the course of winding-up it should appear

Application of the Act to Unregistered Companies. that any past or present director, manager, officer, or member of the Company has been guilty of any offence in relation to the Company for which he is criminally responsible, the court, on the application of any person interested in the winding-up, or of its own motion, may direct the Liquidator to institute and conduct a prosecution for such offence, and may order the costs and expenses of it to be paid out of the assets of the Company: (sects. 167, 168.)

For the cases decided upon the liabilities of directors and officers, the reader is referred to the subsequent Digest of Joint Stock Companies Cases: titles, Director, Officer.

Application of the Act to Unregistered Companies.

The provisions of the act with respect to winding-up are by the 199th and following sections extended to unregistered Companies, it being provided that "any Partnership, Association, or Company (except railway Companies incorporated by Act of Parliament), consisting of seven or more members, may be wound up under this act; and that all its provisions with respect to windingup shall apply to such a Company with the following exceptions and additions:

(1.) An unregistered Company shall, for the purpose of determining the court having jurisdiction in the matter of the winding-up, be deemed to be registered in that part of the United Kingdom where its principal place of business is situate; or, if it has a principal place of business situate in more than one part of the United Kingdom, then in each part of the United Kingdom where it has a principal place of business; moreover the principal

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