Application of the Act to Unregistered Companies. place of business of an unregistered Company, or (where it has a principal place of business situate in more than one part of the United Kingdom) such one of its principal places of business as is situate in that part of the United Kingdom in which proceedings are being instituted, shall for all the purposes of the winding-up of such Company be deemed to be the registered office of the Company:

(2.) No unregistered Company shall be wound-up under this act voluntarily or subject to the supervision of the court:

(3.) The circumstances under which an unregistered Company may be wound-up are as follows; (that is to say,)

(a) Whenever the Company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding-up its affairs;

(b) Whenever the Company is unable to pay its debts; (c) Whenever the court is of opinion that it is just and equitable that the Company should be woundup:

(4) An unregistered Company shall, for the purposes of this act, be deemed to be unable to pay its debts: (a) Whenever a creditor to whom the Company is indebted, at law or in equity, by assignment or otherwise, in a sum exceeding fifty pounds then due, has served on the Company, by leaving the same at the principal place of business of the Company, or by delivering to the secretary or some director or principal officer of the Company, or by otherwise serving the same in such manner as the court may approve or direct, a demand under his hand requiring the Company to pay the sum so due, and the Company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor :

Application of the Act to Unregistered Companies.

(b) Whenever any action, suit, or other proceeding has been instituted against any member of the Company for any debt or demand due, or claimed to be due, from the Company, or from him in his character of member of the Company, and notice in writing of the institution of such action, suit, or other legal proceeding having been served upon the Company by leaving the same at the principal place of business of the Company, or by delivering it to the secretary, or some director, manager, or principal officer of the Company, or by otherwise serving the same in such manner as the court may approve or direct, the Company has not within ten days after service of such notice paid, secured, or compounded for such debt or demand, or procured such action, suit, or other legal proceeding to be stayed, or indemnified the defendant to his reasonable satisfaction against such action, suit, or other legal proceeding, and against all costs, damages, and expenses to be incurred by him by reason of the same:

(c) Whenever in England or Ireland, execution or other process issued on a judgment, decree, or order obtained in any court in favour of any creditor in any proceeding at law or in equity instituted by such creditor against the Company, or any member thereof as such, or against any person authorised to be sued as nominal defendant on behalf of the Company, is returned unsatisfied:

(d) Whenever, in the case of an unregistered Company engaged in working mines within and subject to the jurisdiction of the Stanneries, a customary decree or order absolute for the sale of the machinery, materials, and effects of such mine has been made in a creditor's suit in the Court of the Vice-Warden:

(e.) Whenever, in Scotland, the induciæ 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:

Application of the Act to Unregistered Companies. (f.) Whenever it is otherwise proved to the satisfacfaction of the court that the company is unable to pay its debts :

Every person is to be deemed a contributory who is liable to contribute to the payment of any debt or liability of the Company, or the payment of any sum for the adjustment of the rights of the members among themselves, or to the payment of the costs, charges, and expenses of winding-up: (sect. 200.)

After the presentation of the petition, and before the order made, the court may restrain further proceedings in any action or proceeding against any contributory or against the company: (sect. 201.)

The effect of an order for winding-up an unregistered Company, in addition to the provisions in the act, is to be that no suit, action, or legal proceeding shall be commenced or proceeded with against any contributory in regard of any debt of the Company, except with leave of the court: (sect. 202.)

If an unregistered Company has no power to sue and be sued in a common name, or if for any reason it appears expedient, the court may direct that all the property of the Company shall vest in the official liquidator by his official name, and thereupon the liquidator may, in that name, bring or defend actions, suits, or legal proceedings necessary for winding-up the Company: (sect. 203.)

The provisions of this part of the Act, with respect to unregistered Companies, are to be deemed to be in addition to, and not in restriction of, the provisions with respect to the winding-up

Application of the Act to Unregistered Companies. of Companies by the court, and the court and liquidator may exercise any powers which might be used in winding-up Companies formed under this Act: (sect. 204.)

But it is expressly enacted, that an unregistered Company shall not, except for the purpose of being wound-up, be deemed to be a Company under this Act, and then only to the extent provided by this part of the Act: (sect. 204.)

THE

COMPANIES ACT,

1862.

25 & 26 VICT. CAP. 89.

An Act for the Incorporation, Regulation, and Winding-up of Trading Companies and other Associations.-7th August 1862.]

Whereas it is expedient that the laws relating to the incorporation, regulation, and winding up of trading companies and other associations should be consolidated and amended: Be it therefore enacted by the Queen's most excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:

Preliminary.

1. Short title.-This act may be cited for all purposes as แ The Companies Act, 1862."

2. Commencement of act.-This act, with the exception of such temporary enactment as is hereinafter declared to come into operation immediately, shall not come into operation until the second day of November one thousand eight hundred and sixty-two, and the time at which it so comes into operation is hereinafter referred to as the commencement of this act.

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