Part IV. Winding-up.

(1) A special resolution.]—The manner of passing a special resolution is prescribed by sect. 51. The difference between this and an extraordinary resolution referred to above is, that a special resolution must be confirmed by a second general meeting, whereas an extraordinary resolution may be formally passed at the first meeting; but that meeting must be in strict accord with all the provisions of sect. 57.

130. Commencement of voluntary winding-up.—A voluntary winding-up shall be deemed to commence at the time of the passing of the resolution (1) authorizing such winding-up.

(1) At the time of the passing of the resolution.]—This is important, because all subsequent transfers or changes in the status of members are by the next section declared to be void from the date of the commencement of such winding-up.

131. Effect of voluntary winding-up on status of company.—Whenever a company is wound-up voluntarily the company shall, from the date of the commencement of such winding-up, cease to carry on its business, except in so far as may be required for the beneficial windingup thereof, and all transfers of shares except transfers made to or with the sanction of the liquidators, or alteration in the status of the members of the company taking place after the commencement of such winding-up shall be void, but its corporate state and all its corporate powers shall, notwithstanding it is otherwise provided by its regulations, continue until the affairs of the company are wound-up.

132. Notice of resolution to wind-up voluntarily.-Notice of any special resolution or extraordinary resolution passed for winding-up a company voluntarily shall be given by advertisement as respects companies registered in England in the London Gazette, as respects companies registered in Scotland in the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette.

133. Consequences of voluntary winding-up.-The following consequences shall ensue upon the voluntary winding-up of a company: (1.) The property of the company shall be applied in satisfaction of its liabilities pari passu, and, subject thereto, shall, unless it

Voluntary Winding-up.

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 hereincontained 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: (7.) The liquidators may, without the sanction of the court, exercise all powers by this act given to the official liquidator: (8.) The liquidators may exercise the powers hereinbefore given to the court of settling the list of contributories of the company, and any list so settled shall be primâ facie evidence of the liability of the persons named therein to be contributories:

(9.) The liquidators may at any time after the passing of the resolution for winding-up the company, and before they have ascertained the sufficiency of the assets of the company, call on all or any of the contributories for the time being settled on the list of contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of winding it up, and for the adjustment of the rights of the contributories amongst themselves, and the liquidators may in making a call take into consideration the probability that some of the contributories upon

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Part IV. Winding-up.

whom the same is made may partly or wholly fail to pay

their respective portions of the same:

(10.) The liquidators shall pay the debts of the company, and adjust the rights of the contributories amongst themselves.

134. Effect of winding-up on share capital of company limited by guarantee. Where a company limited by guarantee, and having a capital divided into shares, is being wound-up voluntarily, any share capital that may not have been called up(1) shall be deemed to be assets of the company, and to be a specialty debt due from each member to the company to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the liquidators.

(1) Any share capital that may not have been called up.]— A company limited by guarantee is one wherein the members merely undertake to contribute a named sum towards the assets in case of its being wound up. If the capital is held in shares, it is difficult to understand how the constitution of the Company differs from that of ordinary Joint Stock Companies, for if the liability upon the shares is not expressly limited, it is an unlimited Company by virtue of the liabilities on its shares, and if the liability on the shares is limited to their nominal amount, it is a limited Company.

135. Power of company to delegate authority to appoint liquidators. -A company about to be wound-up voluntarily, or in the course of being wound-up voluntarily, may, by an extraordinary resolution,(1) delegate to its creditors, or to any committee of its creditors, the power of appointing liquidators or any of them, and supplying any vacancies in the appointment of liquidators, or may by a like resolution enter into any arrangement with respect to the powers to be exercised by the liquidators, and the manner in which they are to be exercised; and any act done by the creditors, in pursuance of such delegated power, shall have the same effect as if it had been done by the company.

(1) By extraordinary resolution.]—For this see the note to sect. 129, ante, p. 227.

136. Arrangement when binding on creditors.-Any arrangement entered into between a company about to be wound-up voluntarily,

Voluntary Winding-up.

or in the course of being wound-up voluntarily, and its creditors, shall be binding on the company if sanctioned by an extraordinary resolution,(1) and on the creditors if acceded to by three-fourths in number and value of the creditors, subject to such right of appeal(2) as is hereinafter mentioned.

(1) By an extraordinary resolution.]-For this see the note to sect. 129, ante, p. 227.

(2) Subject to such right of appeal.]-See the next section for this.

137. Power of creditor or contributory to appeal.-Any creditor or contributory of a company that has in manner aforesaid entered into any arrangement with its creditors may, within three weeks from the date of the completion of such arrangement, appeal to the court(1) against such arrangement, and the court may thereupon, as it thinks just, amend, vary, or confirm the same.

(1) Appeal to the court.]-In cases of voluntary windingup, "the court" in England can only be the Court of Chancery, for a winding-up cannot be sent to a Bankruptcy Court until after a winding-up order by the Court of Chancery. This remark applies to the term "the court" in all the provisions relating to voluntary winding-up, and winding-up under supervision.

138. Power for liquidators or contributories in voluntary windingup to apply to court.-Where a company is being wound-up voluntarily the liquidators or any contributory of the company may apply to the court in England, Ireland, or Scotland, or to the Lord Ordinary on the bills in Scotland in time of vacation, to determine any question arising in the matter of such winding-up, or to exercise, as respects the enforcing of calls, or in respect of any other matter, all or any of the powers which the court might exercise if the company were being wound-up by the court; and the court or Lord Ordinary in the case aforesaid, if satisfied that the determination of such question, or the required exercise of power, will be just and beneficial, may accede, wholly or partially, to such application, on such terms and subject to such conditions as the court thinks fit, or it may make such other order, interlocutor, or decree on such application as the court thinks just.

Part IV. Winding-up.

139. Power of liquidators to call general meeting.—Where a company is being wound-up voluntarily, the liquidators may, from time to time, during the continuance of such winding-up, summon general meetings of the company for the purpose of obtaining the sanction of the company by special resolution or extraordinary resolution, or for any other purposes they think fit; and in the event of the winding-up continuing for more than one year, the liquidators shall summon a general meeting of the company at the end of the first year, and of each succeeding year from the commencement of the winding-up, or as soon thereafter as may be convenient, and shall lay before such meeting an account showing their acts and dealings, and the manner in which the winding-up has been conducted during the preceding year.

140. Power to fill up vacancy in liquidators.-If any vacancy occurs in the office of liquidators appointed by the company, by death, resignation, or otherwise, the company in general meeting may, subject to any arrangement they may have entered into with their creditors, fill up such vacancy, and a general meeting for the purpose of filling up such vacancy may be convened by the continuing liquidators, if any, or by any contributory of the company, and shall be deemed to have been duly held if held in manner prescribed by the regulations of the company, or in such other manner as may, on application by the continuing liquidator, if any, or by any contributory of the company, be determined by the court.

141. Power of court to appoint liquidators.-If from any cause whatever there is no liquidator acting in the case of a voluntary winding up, the court may, on the application of a contributory, appoint a liquidator or liquidators: The court may also, on due cause shown, remove any liquidator, and appoint another liquidator to act in the matter of a voluntary winding up.

142. Liquidators on conclusion of winding-up to make up an account.-As soon as the affairs of the company are fully wound up, the liquidators shall make up an account showing the manner in which such winding-up has been conducted, and the property of the company disposed of; and thereupon they shall call a general meeting of the company for the purpose of having the account laid before them and