Power of

company to delegate

appoint liquidators.

him, and payable at such time as may be appointed by the liquidators.

(q) See sect. 9, ante, p. 17; s. 90, ante, p. 109.

135. A company about to be wound-up voluntarily, or in the course of being wound-up volunauthority to tarily, may, by an extraordinary resolution, delegate (r) 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 (s).

Appointment of official liquidators.

when binding

(r) See sects. 140, 141, post, p. 176.

(s) A voluntary winding up of a company was proceeding, with the concurrence of a majority of the shareholders, when one of them being dissatisfied presented a winding-up petition. Under the circumstances, the court acting on the 2nd and 3rd sections of the 21 & 22 Vict. c. 60, appointed an official assignee to act as liquidator, chosen under the voluntary winding-up. Ex parte Turner, Re Llanfyrnach Silver Lead Mining Company, 9 W. R. 500-Goulburn, Com.

Arrangement 136. Any arrangement entered into between a on creditors company about to be wound-up voluntarily, or in the course of being wound-up voluntarily, and its creditors, shall be binding on the company if sanctioned by an extraordinary resolution (t), and on the creditors if acceded to by three-fourths in number and value of the creditors, subject to such right of appeal as is hereinafter mentioned (u).

Power of creditor or

contributory to appeal.

137. Any creditor or contributory (x) of a comthat has in manner aforesaid entered into any pany arrangement with its creditors may, within three weeks from the date of the completion of such

arrangement (y), appeal to the court against such arrangement, and the court may thereupon, as it thinks just, amend, vary or confirm the same (z).

(x) See sect. 74, ante, p. 76, for definition of contributory. (y) These words assume an agreement to have been made, and not merely an entry on the minutes of proceedings.

(*) Every application under this section shall be by petition or motion, or, if the judge shall so direct, by summons at chambers. Rule No. 51.

or contribu

voluntary

court (a).

138. Where a company is being wound-up vo- Power for luntarily the liquidators or any contributory of the liquidators company may apply to the court in England, Ire- tories in land or Scotland, or to the lord ordinary on the bills winding-up in Scotland in time of vacation, to determine any to apply to 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 (b).

(a) See 21 & 22 Vict. c. 60, s. 14.

(b) See sect. 137, n. (x).

liquidators to

139. Where a company is being wound-up vo- Power of luntarily the liquidators may, from time to time, call general during the continuance of such winding-up, sum- meeting (c). mon general meetings of the company for the purpose of obtaining the sanction of the company by special resolution or extraordinary resolution (d), 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 commence

Power to fill

in liquida

tors (e).

ment 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.

(c) See 19 & 20 Vict. c. 47, s. 104, pl. 10.

(d) See sect. 129, ante, p. 170.

140. If any vacancy occurs in the office of liquiup vacancy dators 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 (ƒ), 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.

Power of court to appoint

(e) See 21 & 22 Vict. c. 60, s. 15.

(f) See sects. 135, 136, ante, p. 174.

141. If from any cause whatever there is no liquidator acting in the case of a voluntary windingliquidators. up, the court may, on the application of a contributory (g), 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 (h).

Liquidators

sion of

to make up

(g) See Rule, No. 51, post.

(h) See sects. 135, 136, 137, ante, pp. 174, 175.

142. As soon as the affairs of the company are on conclu- fully wound-up, the liquidators shall make up an winding-up account showing the manner in which such windingup 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

an ac

count (i).

hearing any explanation that may be given by the liquidators: the meeting shall be called by advertisement, specifying the time, place and object of such meeting; and such advertisement shall be published one month at least previously to the meeting, as respects companies registered in England in the London Gazette, and as respects companies registered in Scotland in the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette.

(i) See 19 & 20 Vict. c. 47, s. 104, pl. 10.

to report

143. The liquidators shall make a return to the Liquidators registrar of such meeting having been held, and of meeting to the date at which the same was held, and on the ex- registrar (k). piration of three months from the date of the registration of such return the company shall be deemed to be dissolved: if the liquidators make default in making such return to the registrar they shall incur a penalty not exceeding five pounds for every day during which such default continues.

voluntary

(k) See 19 & 20 Vict. c. 47, s. 104; 20 & 21 Vict. c. 14, s. 20. 144. All costs, charges and expenses properly Costs of incurred in the voluntary winding-up of a company; liquidaincluding the remuneration of the liquidators, shall tion (4). be payable out of the assets of the company in priority to all other claims.

(1) See last paragraph of sect. 164 of 19 & 20 Vict. c. 47.

creditors.

145. The voluntary winding-up of a company Saving of shall not be a bar to the right of any creditor of rights of such company to have the same wound-up by the court, if the court is of opinion that the rights of such creditor will be prejudiced by a voluntary winding-up (m).

(m) See 19 & 20 Vict. c. 47, s. 105.

146. Where a company is in course of being Power of wound-up voluntarily, and proceedings are taken court to for the purpose of having the same wound-up by ceedings of the court, the court may, if it thinks fit, notwith. voluntary

I 5

adopt pro

winding

up (n).

Power of court, on

to direct

standing that it makes an order directing the company to be wound-up by the court, provide in such order or in any other order for the adoption of all or any of the proceedings taken in the course of the voluntary winding-up.

(n) This is similar to part of the 19th section, 20 & 21

Vict. c. 14.

Winding-up subject to the Supervision of the

Court.

147. When a resolution has been passed by a application, company to wind-up voluntarily, the court may make an order directing that the voluntary windingwinding-up, should continue, but subject to such supervision up of the court, and with such liberty for creditors, contributories or others to apply to the court, and generally upon such terms and subject to such conditions as the court thinks just (p).

subject to super

vision (o).

Petition for

winding-up, subject to super

vision (7).

Court may have regard

(0) See the latter part of sect. 19, 20 & 21 Vict. c. 14. (p) See form of order under this section, No. 4, post.

148. A petition, praying wholly or in part that a voluntary winding-up should continue, but subject to the supervision of the court, and which windingup is hereinafter referred to as a winding-up subject to the supervision of the court, shall, for the purpose of giving jurisdiction to the court over suits and actions, be deemed to be a petition for winding-up the company by the court (r).

(q) See 21 & 22 Vict. c. 60, s. 2.

(r) See sect. 85, ante, p. 105, as to the petition Rules, Nos. 1-5, and form of order under this section, No. 4, post.

149. The court may, in determining whether a to wishes of company is to be wound-up altogether by the court creditors (s). or subject to the supervision of the court, in the appointment of liquidator or liquidators, and in all other matters relating to the winding-up subject to supervision, have regard to the wishes of the creditors or contributories as proved to it by any sufficient evidence, and may direct meetings of the creditors or contributories to be summoned, held