GENERAL ORDER & RULES

OF THE

High Court of Chancery,

TO REGULATE THE MODE OF PROCEEDING

UNDER THE COMPANIES ACT, 1862.

ISSUED BY THE LORD HIGH CHANCELLOR. (Tuesday, 11th November, 1862.)

THE Right Honorable RICHARD BARON WESTBURY, Lord High Chancellor of Great Britain, with the advice and consent of the Right Honorable Sir JOHN ROMILLY, Master of the Rolls, the Honorable the Vice-Chancellor Sir RICHARD TORIN KINDERSLEY, the Honorable the Vice-Chancellor Sir JOHN STUART, and the Honorable the Vice-Chancellor Sir WILLIAM PAGE WOOD, doth hereby, in pursuance and execution of the powers given by the statute 25th and 26th Victoria, chapter 89 (a), and of all other powers and authorities enabling him in that behalf, order and direct in manner following:

(a) See sect. 170, ante, p. 209.

PETITION TO WIND-UP COMPANY (b).

1. Every petition for the winding-up of any company by the court, or subject to the supervision of the court, shall be intituled in the matter of "The Companies Act, 1862," and of the company to which such petition shall relate, describing the company by its most usual style or firm (c). (b) See sects. 82, 148, ante, pp. 82, 178.

(c) The first rule of the twenty-third Consolidated Gene

ral Orders and the interpretation clause therein, apply to the rules of this order. See Rule 77, post.

The interpretation clause referred to is as follows:

Interpreta- In any decree or order where the words "the judge❞ are tion of words used, such expression shall mean the judge in whose court in this order. the cause or matter wherein such decree or order is made is for the time being attached. Where the words "the taxing master" are used, such expression shall mean the taxing master in rotation; or in case any previous reference shall have been made, the taxing master to whom the cause or matter stands referred, as the case may be. And where the

words the clerk of the records and writs" are used, such expression shall mean the clerk of the records and writs in whose division the cause or matter wherein such order is made. 23 Consolidated Gen. Order, Rule 1.

2. Every such petition shall be advertised seven clear days before the hearing, as follows (d):

(1.) In the case of a company whose registered office, or if there shall be no such office, then whose principal or last known principal place of business is or was situate within ten miles from Lincoln's Inn Hall, once in the London Gazette and once at least in two London daily morning newspapers.

(2.) In the case of any other company once in the London Gazette and once at least in two local newspapers circulating in the district where such registered office, or principal, or last known principal place of business, as the case may be, of such company is or was situate.

The advertisement shall state the day on which the petition was presented, and the name and address of the petitioner, and of his solicitor and London agent (if any).

(d) See form, No. 1, post.

3. Every such petition shall, unless presented by the company, be served at the registered office, if any, of the company, and if no registered office, then at the principal or last known principal place of business of the company, if any such can be found, upon any member, officer or servant of the company there, or in case no such member, officer or servant can be found there, then by being left at such registered office or principal place of business,

or by being served on such member or members of the company as the court may direct; and every petition for the winding-up of a company subject to the supervision of the court, shall also be served upon the liquidator (if any) appointed for the purpose of winding-up the affairs of the company (e).

(e) See sect. 62, ante, p. 69, n. (d).

4. Every petition for the winding-up of any company by the court, or subject to the supervision of the court, shall be verified by an affidavit referring thereto, in the form or to the effect set forth in Form No. 2 in the third Schedule hereto; such affidavit shall be made by the petitioner, or by one of the petitioners, if more than one, or, in case the petition is presented by the company, by some director, secretary or other principal officer thereof; and shall be sworn after and filed within four days after the petition is presented, and such affidavit shall be sufficient prima facie evidence of the statements in the petition.

5. Every contributory or creditor of the company shall be entitled to be furnished, by the solicitor to the petitioner, with a copy of the petition, within twenty-four hours after requiring the same, on paying at the rate of fourpence per folio of seventy-two words for such copy.

ORDER TO WIND-UP COMPANY (ƒ).

6. Every order for the winding-up of a company by the court, or subject to its supervision, shall, within twelve days after the date thereof, be advertized by the petitioner once in the London Gazette, and shall be served upon such persons (if any) and in such manner as the court may direct (g).

(f) See sects. 82, 85, 86, 147, ante, pp. 104-106, 178. (g) See Form of Advertisement, post, No. 5.

7. A copy of every order for winding-up a company, certified to be a true copy thereof as passed and entered, shall be left by the petitioner at the

chambers of the judge, within ten days after the same shall have been passed and entered, and in default thereof any other person interested in the winding-up may leave the same, and the judge may, if he thinks fit, give the carriage and the prosecution to such person. Upon such copy being left a summons shall be taken out to proceed with the winding-up of the company, and be served upon all parties who may have appeared upon the hearing of the petition. Upon the return of such summons, a time shall, if the judge thinks fit, be fixed for the appointment of an official liquidator, and for the proof of debts, and for the list of contributories to be brought in, and directions may be given as to the advertisements to be issued for all or any of such purposes, and generally as to the proceedings and the parties to attend thereon. The proceedings under the order shall be continued by adjournment, and, when necessary, by further summons, and any such direction as aforesaid may be given, added to or varied, at any subsequent time, as may be found necessary.

OFFICIAL LIQUIDATOR (h).

8. The judge may appoint a person to the office of official liquidator, without previous advertisement or notice to any party, or fix a time and place for the appointment of an official liquidator, and may appoint or reject any person nominated at such time and place, and appoint any person not so nominated.

(h) See sects. 85, 92, 93, 103, 104, ante, pp. 105, 109, 110, 155, 156.

9. When a time and place are fixed for the appointment of an official liquidator, such time and place shall be advertized in such manner as the judge shall direct, so that the first or only advertisement shall be published within fourteen days and not less than seven days before the day so fixed (i).

(i) See forms, Nos. 6, 7, post.

10. Every official liquidator shall give security by entering into a recognizance with two or more sufficient sureties (k), in such sum as the judge may approve; and the judge may, if he shall think fit, accept the security of any guarantee society established by charter or act of parliament in England, in lieu of the security of such sureties as aforesaid, or of any of them.

(k) See form, No. 10, post.

11. The official liquidator shall be appointed by order (1); and unless he shall have given security, a time shall be fixed by such order within which he is to do so; and the order shall fix the times or periods at which the official liquidator is to leave his accounts of his receipts and payments at the judge's chambers (m), and shall direct that all monies to be received shall be paid into the Bank of England, immediately after the receipt thereof, to the account of the official liquidator of the company, and an account shall be opened there accordingly; and an office copy of the order shall be lodged at the Bank of England (n).

(1) See form, No. 8, post.

(m) See Rule 19, post, p. 301.

(n) See Rules 36-44, and forms, Nos. 10, 11, 14, post.

12. When an official liquidator has given security pursuant to the directions in the order appointing him, the same shall be certified by the chief clerk, as in the case of a receiver appointed in a cause subject to giving security.

13. The official liquidator shall, on each occasion of passing his account (o), and also whensoever the judge may so require, satisfy the judge that his sureties are living, and resident in Great Britain, and have not been adjudged bankrupt or become insolvent, and in default thereof he may be required to enter into fresh security within such time as shall be directed.

(a) See Rule 19, post, p. 301.