Persons liable.

might make the call for such amount as was likely, in his opinion, to raise the necessary sum.

2nd. The persons liable for payment of such debts and liabilities.

In the first instance all the present members of the Company are liable to pay all the existing debts and liabilities, including persons in a representative character, or any one or more of the representatives of a deceased person to the extent of the estate they represent. Directors may be liable in respect of qualification shares, and a bankrupt, under the Act of 1849, on a call made after his bankruptcy. Holders of paid up shares are not liable. A transferee is liable for the debts due before the transfer to him and still unpaid where there is no provision in the Articles of Association of the Company to the contrary. A call may also be made on a transferror of shares in a Company formed and registered under the Act of 1862 or the Joint Stock Companies Acts, who has transferred his shares less than twelve months prior to the petition to wind up, for debts due prior to his transfer, if the present holder of the shares is unable to pay, and on a transferror of shares in an unregistered Company who has transferred his shares less than three years prior to the petition to wind up, for debts due prior to his transfer, if the present holder of the shares is unable to pay. (See sects. 38 and 200.) The present shareholders in an unlimited Company are liable to the pay

ment of all the debts in full. If the Company was originally an unlimited one, but afterwards registered itself with limited liability, the present holders of shares who were shareholders during the time the Company was unlimited are liable to pay all the debts incurred during that time in full. (Stevenson's Case, 11 W. R. 131, and 32 L. J. Ch. 99, and The Garnett and Moseley, &c., Mining Company v. Sutton, 13 W. R. 412.)

liability,

3rd. If the contributories are liable only to a cer- Extent of tain extent, to what extent and for payment of what part of the debts and liabilities they are liable.

In the case of a Company limited by shares or guarantee, no call can be made for any purpose beyond the amount unpaid on the shares, or in respect of the guarantee. A transferror is liable only for the debts due at the time of the transfer by him as just mentioned. An executor, as executor to the extent of the assets of the estate, in a due course of administration. Assignees of bankrupt to the same extent. Again, if by the contract the liability of an unlimited Company is limited, no call can be made beyond the limit. (Sect. 38.)

Finally. A call is to be made for adjusting the rights of the contributories inter se. In the case of an unlimited Company this is important, and so in that of a limited Company where the debts and liabilities and costs of winding up are below the amount unpaid on the shares, and in

considering the call many questions arise which do not as against creditors. Questions of misrepresentation, or contract as between the contributories and the Company on the purchase of the shares may then be entertained, and questions as between the general body of shareholders and the directors. In one case the directors were held to be alone liable, as between themselves and the contributories. (Re Dover, Deal and Cinque Ports Railway Company, Ex parte Londesborough, 4 De Gex M. & G. 411.)

No set-off is now allowed in a limited Company against a call until after all the creditors are paid, but after that time a set-off is permitted as between the contributories inter se (sect. 101, post, Chap. XVI.). In the case of an unlimited Company a set-off may be allowed in respect of any debt due to a contributory on any independent contract with the Company, but not for moneys due to him as a member of the Company in respect of any dividend or profit. (See subsection 7 of sect. 38, Chap. XI.) In Lord Londesborough's case above quoted, Lord Justice Knight Bruce stated, page 421, that it had been decided "that, if upon an application to the Court it liability after should appear in a satisfactory manner that any of those upon whom a call purports to be made, though upon the list of contributories ought not to be on that list, the call ought not to be enforced against such persons." In Dale's case (1 De Gex,

Disputing

call inade.

M. & G. 513), it was held that where the contributories had an opportunity of questioning the report of the Master as to having settled upon the list certain persons, the Court would assume the report to be substantially correct. A call made after 1861 in a winding up under the Acts of 1848 and 1849, is a debt "contracted after the passing of the Bankruptcy Act, 1861." (Re Williams, ex Bankruptcy parte Harding, 12 W. R., L. C. 630.) But a call in the matter of the winding up of a Company under the Act of 1862, is not such a debt having regard to the 75th section of the Act of 1862 (Ex parte Canwell, re Vaughan, 33 L. J. Ch. 26.) As before mentioned a call under the Act of 1862 is a specialty debt, vide section 75.

PART II.-The Proceedings on making a Call.

Act.

and adver

The call is to be made on a summons or notice Summons by advertisement if the Judge shall so direct. The tisement. summons is taken out by the official liquidator's solicitor, and a copy served four clear days before the day appointed for making a call on each contributory on whom the call is proposed to be made, or his solicitor, by post prepaid, addressed to the solicitor of the party to be served (if any), or otherwise to the party himself at the address entered or last entered pursuant to rule 62, or if no such entry has been made, then to the last known address or place of abode of the contributory (rule 63), see Chap. XI. (See Form of

General order.

Summons, Appendix.) If advertisements are ordered the chief Clerk will give directions. (rule 53.)

On the return of the summons an affidavit of service, and of the insertion of the advertisement, if directed, must be produced, and also an affidavit by the official liquidator, shewing the necessity for the call (See Form.)

If the call is made, an order is drawn up, specifying the call made and the date of payment, (see Form, sect. 103, and rule 38), and served on each of the contributories by post, in the same way as the notice above mentioned. Together with the copy of the order the official liquidator is to serve a notice specifying the amount or balance due from the contributory upon whom the call is made (rule 34), and also, where the amount due in respect of such call is to be paid into the Bank of England to the account of the official liquidator, a notice informing the contributory how the payment is to be made, (see Form, and rule 39). No advertisement of the call is requisite, unless directed. (Rule 34.)

At the time of making the call, the further proceeding thereon is to be adjourned to a day subsequent to that on which the call is payable, and afterwards continued, if need be, by adjournment and at the time appointed, upon proof by affidavit that the order for the call and the notice were duly served (see Form), and an affidavit by