CONSEQUENCES OF COMMENCING TO WIND UP. Consequences 7. The following consequences shall ensue upon the commencement of the winding up of a company under the of authority of this Ordinance: commencing to wind up which ' commence winding up 1. The company shall from the date of the commencement Extent to of the winding up, cease to carry on its business, except in so company to far as may be required for the beneficial winding up thereof; exist after and any transfers of shares, except transfers made to or with ment of the sanction of the liquidators, or any alteration in the status of the members of the company, after the commencement of the winding up, shall be void, but the corporate state and all the corporate powers of the company shall, notwithstanding it Transfer of may be otherwise provided by the Ordinance, charter, or instrument of incorporation, continue until the affairs of the company are wound up; shares company 2. The property of the company shall be applied in satisfac- Property of tion of its liabilities; and subject thereto and to the charges incurred in winding up its affairs, shall (unless it is otherwise provided by the Ordinance, charter, or instrument of incorporation) be distributed amongst the members according to their rights and interests in the company; of liquidators 3. The company, in general meeting, or in default thereof Appointment the Court, shall appoint such persons or person as the company or Court thinks fit to be liquidators or a liquidator, for the purpose of winding up the affairs of the company and distributing the property, and may fix the remuneration to be paid Remuneration to them or to him, and they or he shall give such security as security the contributories or the Court may determine; 4. If one person only is appointed, all the provisions herein one liquidator contained in reference to several liquidators shall apply to him; 5. Upon the appointment of liquidators, all the powers of Cesser of the directors shall cease, except in so far as the company in quidator general meeting, or the liquidators, may sanction the continuance of such powers; several 6. Where several liquidators are appointed, every power Powers of hereby given may be exercised by such one or more of them liquidators as may be determined at the time of the appointment, or at a subsequent meeting, or, in default of such determination, by any number not less than two; of inspectors 7. The members of the company may at any meeting appoint Appointment one or more inspectors to superintend and direct the proceedings of the liquidators in the management and winding up of the estate; in case of inspectors being appointed, all the powers of the liquidator shall be exercised subject to the advice and direction of the inspectors; and the members of the Revocations company may also at any subsequent meeting held for that purpose, revoke any such appointment; and upon such revocation, or in case of death, resignation or absence from the Territories of an inspector, may appoint another in his stead: and such inspector may be paid such remuneration as the Remuneration members of the company may determine; and where anything Directions as property of the company by liquidation is allowed or directed to be done by the inspectors, it may or shall be done by the sole inspector, if only one has been appointed; 8. The members of the company may, at any meeting, pass to disposal of any resolution or order, directing the liquidators how to dispose of the property, real or personal, of the company; and in default of their doing so the liquidators shall be subject to the directions, orders and instructions which they from time to time receive from the inspectors, if any, with regard to the mode, terms and conditions on which they may dispose of the whole or any part of the property of the company. Description and general power of liquidator Bring actions Carry on business Sell property Sale of debts Draw, etc.. bills and notes GENERAL POWERS OF LIQUIDATORS. 8. The liquidators may be described in all proceedings by the style of "A. B., and C. D. the liquidators of (the particular company in respect of which they are appointed)," and shall have power to do the following things: 1. To bring or defend any action, or other legal proceeding in the name and on behalf of the company; 2. To carry on the business of the company so far as may be necessary for the beneficial winding up of the same: 3. To sell the real and personal property of the company by public auction or private contract, according to the ordinary mode in which such sales are made, with power to transfer the whole property to any person or company, or to sell the same in parcels, and on such terms as shall seem most advantageous; but no sale of the assets en bloc shall be made without the previous sanction of the contributories given at a meeting called for that purpose; 4. In case, after having acted with due diligence in the collection of the debts, the liquidators find that there remain debts due, the attempt to collect which would be more onerous than beneficial to the estate, they shall report the same to the members of the company or inspectors (if any); and with their sanction the liquidators may sell the same by public auction after such advertisement thereof as the members of the company or the inspectors (if any) may order; and pending such advertisement the liquidators shall keep a list of the debts to be sold, open to inspection at their office, and shall also give free access to all documents and vouchers explanatory of such debts; but all debts amounting to more than $100 shall be sold separately, except as herein otherwise provided; 5. To draw, accept, make and indorse any bill of exchange or promissory note in the name and on behalf of the company and to raise upon the security of the assets of the company, from time to time, any requisite sum or sums of money; and the drawing, accepting, making or indorsing of such bill of exchange or promissory note on behalf of the company, shall have the same effect, with respect to the liability of the company, as if such bill or note had been drawn, accepted, made or indorsed by or on behalf of the company in the course of carrying on the business thereof : letters of tion to estate and collect 6. To take out, if necessary, in their official name, letters of Take out administration to the estate of any deceased contributory; and administra to do in their official name any other act which may be necessary of deceased for obtaining payment of any money due from a contributory contributories or from his estate, and which act cannot be conveniently done debts in the name of the company; and in all cases where the liquidators take out letters of administration, or otherwise use their official name for obtaining payment of any money due from a contributory such money shall for the purpose of enabling them to take out such letters or recover such money be deemed to be due to the liquidators themselves; 7. To execute in the name of the company all deeds, transfers, Execute deeds discharges, assignments, receipts and other documents; 8. To do and exercise all other acts and things that may be Other things Company's necessary for the winding up of the affairs of the company seal and the distribution of its assets; and for such purposes to use when necessary the company's seal. creditors to 9. The liquidators may fix a certain day on or before which Time for creditors of the company and others having claims thereon are send in claims to send in their claims. may be fixed (2) Such day shall not be less than two months from the Liquidators first publication of notice thereof. may distribute assets after expiration of (3) Where liquidators have given notice of the said day by time fixed publication in an issue of a newspaper published at or nearest to the chief place of business of the company, in each of the first four weeks of said two months, the liquidator shall, at the expiration of the time named for sending in such claims, be at liberty to distribute the assets of the company, or any part therof, amongst the parties entitled thereto, having regard to the claims of which the liquidators have then notice and the liquidators shall not be liable for the assets, or any part thereof, so distributed to any person of whose claim such liquidators had not notice at the time of distributing the said assets, or a part thereof, as the case may be; but nothing in this Ordinance contained shall prejudice the right of any creditor or claimant to follow assets into the hands of the person who may have received the same. wages or 10. In distributing the assets of a company under the Priority of provisions of this Ordinance the liquidators shall pay in sary priority to the claims of the ordinary or general creditors of the company the wages or salary of all persons other than directors in the employment of the company at the time of the making of the winding up resolution or order, or within one month before the making thereof, not exceeding three months' wages or salary, and such persons shall be entitled to rank as ordinary or general creditors of the company for the residue, if any, of their claims. 11. The liquidators may, with the sanction of an extraor- Arrangements dinary resolution of the company, or of the Court, make such may be compromise or other agreement as they deem expedient, with with creditors authorised Power to with debtors and contributories any creditors, or persons claiming to be creditors, or persons having or alleging to have any claim, present or future, certain or contingent, ascertained or sounding only in damages, against the company, or whereby the company may be rendered liable. 12. The liquidators may, with the sanction of an extraorcompromise dinary resolution of the company, or of the Court, compromise all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all claims whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and any contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the as-ets of the company, or the winding up of the company, upon the receipt of such sums, payable at such times, and generally upon such terms as may be agreed upon; with power for the liquidators to take any security for the discharge of such debts or liabilities, and to give a complete discharge in respect of all or any such calls, debts or liabilities. Take security accept shares. Sale or arrangements a member objects on objection 13. Where a company is proposed to be or is in the course of being wound up, and the whole or a portion of its business or property is proposed to be transferred or sold to another company, the liquidators of the first mentioned company with the sanction of a special resolution of the company by whom they were appointed conferring either a general authority on the liquidators, or an authority in respect of any particular arrangement, may receive in compensation or in part compensation for such transfer or sale shares or other like interest in such other company, for the purpose of distribution amongst the members of the company, which is being wound up, or may, in lieu of receiving cash, shares, or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing company. (2) Any sale made or arrangement entered into by the by liquidators liquidators in pursuance of this section shall be binding on the binding unless members of the company which is being wound up, subject to the proviso that if any member of the company which is being wound up, who has not voted in favour of the special resolution passed by the company of which he is a member, at either of the meetings held for passing the same, expresses his dissent Proceedings from any such special resolution, in writing, addressed to the liquidators or one of them and left at the head office of the company not later than seven days after the date of the meeting at which such special resolution was passed, such dissentient member may require the liquidators to do one of the following things as the liquidators may prefer, that is to say, either (a) to abstain from carrying such resolution into effect, or (b) to purchase the interest held by such dissentient member at a price to be determined in manner hereinafter mentioned, such purchase money to be paid before the company is dissolved, and to be raised by the liquidators in such manner as may be determined by special resolution. Special (3) No special resolution shall be deemed invalid for the invalid purposes of this section by reason that it is passed antecedently resolution not to or concurrently with any resolution for winding up the because prior company or for appointing liquidators. to resolution to wind up to objecting (4) The price to be paid for the purchase of the interest of Price payable any dissentient member may be determined by agreement, member but if the parties dispute about the same such dispute shall be settled by arbitration. determining (5) For the purposes of the arbitration the liquidator shall Mode of appoint one arbitrator, and the dissentient member shall price appoint another, and the two arbitrators thus chosen (or in case Arbitration they disagree, the Court) shall appoint a third arbitrator. determine (6) The arbitrators thus chosen, or any two of them, or the Majority to arbitrator of one party and an arbitrator appointed by the disputes Court (in case of the refusal or neglect of either party to appoint an arbitrator) shall finally determine the matter in dispute. (7) In case of the disagreement of two arbitrators, where two Umpire only are acting, they may appoint an umpire, whose award shall be conclusive. LIABILITY OF CONTRIBUTORIES. settle list of 14. As soon as may be after the commencement of the Liquidators to winding up of a company, the liquidators shall settle a list of contributories contributories. liability to (2) Every shareholder or member of the company or his Shareholders' representative is liable to contribute the amount unpaid on his contribute shares of the capital, or on his liability to the company or to its members or creditors, as the case may be, under the Ordinance, charter or instrument of incorporation of the company; and the amount which he is liable to contribute shall be deened assets of the company, and to be a debt due to the company payable as may be directed or appointed under this Ordinance. transfer of shareholders (3) Where a shareholder has transferred his shares under Case of circumstances which do not by law free him from liability in shares by respect thereof, or where he is by law liable to the company or its contributories or any of them to an amount beyond the amount unpaid on his shares, he shall be deemed a member of the company for the purposes of this Ordinance and shall be liable to contribute as aforesaid to the extent of his liabilities to the company or the contributories independently of this Ordinance and the amount which he is so liable to contribute shall be deemed assets and a debt as aforesaid. liable in a (4) The list of contributories shall distinguish between Contributories persons who are contributories as being representatives of or representative liable for others. (5) Any list so settled shall be prima facie evidence of the liability of the persons named therein to be contributories. character to be distinguished in list List to be evidence of liability list by the 15. The list of contributories may be settled by the Court settlement of in which case the liquidators shall make out and leave at the Court chambers of the judge a list of the contributories of the |