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Order for winding-up
pany, upon the application by motion of any creditor of the company, restrain further proceedings in any action, suit or legal proceeding against any contributory of the company as well as against the company as hereinbefore provided, upon such terms as the court thinks fit (d).
(c) See 19 & 20 Vict. c. 47, s. 84.
(d) See sect. 195, ante, p. 227; s. 85, ante, p. 105; sects. 201-204, post, pp. 234, 235.
198. Where an order has been made for windingcompany (e). up a company registered in pursuance of this part of the act, in addition to the provisions herein before contained, it is hereby further provided that no suit, action or other legal proceeding shall be commenced or proceeded with against any contributory of the company in respect of any debt of the company, except with the leave of the court, and subject to such terms as the court may impose (ƒ).
(e) See 19 & 20 Vict. c. 47, s. 73.
(f) See sects. 87, 195, ante, pp. 107, 227; sect. 202, post, p. 234.
of unregispanies (a).
APPLICATION OF ACT TO UNREGISTERED
199. Subject as hereinafter mentioned, any partnership, association or company, except railway companies incorporated by act of parliament (b), consisting of more than seven members, and not registered under this act, and hereinafter included under the term unregistered company, may be wound-up under this act, and all the provisions of this act with respect to winding-up shall apply to such 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 windingup, 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 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 woundup under this act voluntarily or subject to the supervision of the court (c);
(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 wound-up:
(4.) An unregistered company shall, for the purposes of this act, be deemed to be unable to pay its debts (d),
(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
(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 proceed-
(e.) Whenever, in Scotland, the induciæ of a
(a) See 11 & 12 Vict. c. 45, sects. 1-3.
(b) The Abandonment of Railways Act, 1850. See 13 & 14 Vict. c. 83, Shelford on the Law of Railways, pp. 652—657,
(c) There is an exception to this rule. By 25 & 26 Vict. Provision for c. 89, s. 17, any society registered under that act may be winding-up wound-up either by the court voluntarily, in the same manner and proviand under the same circumstances under and in which any dent socompany may be wound-up under any act or acts for the time cieties. being in force for winding-up companies; and all the provisions of such acts or act with respect to winding-up shall apply to such society, with this exception, that the court having jurisdiction in the winding-up shall be the county court of the district in which the office of the society is situated. See this act, post.
(d) See sects. 79, 80, ante, pp. 99, 100.
200. In the event of an unregistered company who to be being wound-up every person shall be deemed to deemed a be a contributory who is liable, at law or in equity, tory in the
to pay or contribute to the payment of any debt or being wound- liability of the company, or to pay or contribute to
the payment of any sum for the adjustment of the rights of the members amongst themselves, or to pay or contribute to the payment of all costs, charges and expenses of winding-up the company, and every such contributory shall be liable to contribute to the assets of the company in the course of the winding-up all sums due from him in respect of any such liability as aforesaid; but in the event of the death, bankruptcy or insolvency of any contributory, or marriage of any female contributory, the provisions hereinbefore contained with respect to the personal representatives, heirs and devisees of a deceased contributory, and to the assignees of a bankrupt or insolvent contributory, and to the husband of married contributories, shall apply.
(e) See 11 & 12 Vict. c. 45, s. 3.
201. The court may, at any time after the presentation of a petition for winding-up an unregisther proceed- tered company, and before making an order for
Effect of order for
winding-up the company, upon the application of any creditor of the company, restrain further proceedings in any action, suit or proceeding against any contributory of the company, or against the company as herein before provided, upon such terms as the court thinks fit (g).
(f) See 19 & 20 Vict. c. 47, s. 84.
(g) See sect. 85, ante, p. 105.
202. Where an order has been made for windwinding-up ing-up an unregistered company in addition to the company(h). provisions herein before contained in the case of
companies formed under this act (i), it is hereby
(h) See 19 & 20 Vict. c. 47, s. 73.