registered office, a demand under his hand requiring the Company to pay the sum so due, and the Company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the reasonable satisfaction of the creditor:

(2). Whenever, in England and Ireland, execution or other process issued on a judgment, decree, or order obtained in any Court in favour of any creditor, at law or in equity, in any proceeding instituted by such creditor against the Company, is returned unsatisfied in whole or in part:

(3). Whenever, in Scotland, the induciæ of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest have expired without payment being made:

(4). Whenever it is proved to the satisfaction of the Court that the Company is unable to pay its debts.

The "Special Resolution" referred to in subsection 1 of sect. 79 is defined in section 51 as follows:

51. A resolution passed by a Company under this Act shall be deemed to be special whenever a resolution has been passed by a majority of not less than three-fourths of such members of the Company for the time being entitled, according to the regulations of the Company, to vote as may be present, in person or by proxy (in cases where by the regulations of the Company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled, according to the regulations of the Company, to vote as may be present, in person or by proxy, at a subsequent general meeting, of which notice has been duly given, and held at an interval of not less than fourteen days, nor more than one month from the date of the meeting at which such resolution was first passed: At any meeting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact, without proof of

the number or proportion of the votes recorded in favour of or against the same: notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the Company: In computing the majority under this section, when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the Company.

By the Act of 1856, which is now repealed, it was provided amongst other provisions that, whenever three-fourths of the capital of the Company had been lost or become unavailable, the Company might be wound up, but that provision led to improper applications to the Court and has therefore not been re-enacted. The last sub-sections of section 79 extends to cases ejusdem generis to those in the other sub-sections, and it is apprehended that one of the elements mentioned in those other sub-sections must exist in a greater or less degree in all applications to the Court.

It is possible for the Company to avoid coming within sub-section 2 of section 79, by doing merely one substantial bonâ fide act of business which would be sufficient for the purpose, and by the same means avoiding suspending its business for a whole year.

Under the fourth sub-section, it has been held that the Court will not try questions of disputed debt, and the Lords Justices have dismissed a petition where there was such a dispute. (The Catholic Publishing Company Limited, 12 W. R. 538.)

Course to be pursued

by Court on

It is important, on inquiring into the circumstances under which the Court may exercise its powers, to observe that it has full discretionary power to make such order as it thinks fit on the hearing of the petition for winding up, and may, if it thinks proper, refer it to Chambers, to inquire as to the existence of the required circumstances under which a Company may be wound up, and act upon the certificate made upon such inquiry. By the following section it is provided as follows:

86. Upon hearing the petition the Court may dismiss the same with or without costs, may adjourn the hearing conhearing peti- ditionally or unconditionally, and may make any interim order, or any other order that it deems just.

tion.

Court may have regard

It is further to be borne in mind, that the Court has power, even at this early stage of the proceedings in the winding up of a Company, to direct a meeting of the creditors or contributories of the Company to be called for the purpose of ascertaining their wishes as to the winding up thereof, (see sect. 91); and this power may be very useful in case of doubtful solvency, or where it may be apparent that the Company, though in temporary difficulties, have good reason for expecting satisfactorily to surmount them. (See Re Parisian Factage Company, 13 W. R. 330.)

91. The Court may, as to all matters relating to the to wishes of winding-up, have regard to the wishes of the creditors or creditors or contributories, as proved to it by any sufficient evidence, contribu- and may, if it thinks it expedient, direct meetings of the

tories.

creditors or contributories to be summoned, held and conducted in such manner as the Court directs, for the purpose of ascertaining their wishes, and may appoint a person to act as chairman of any such meeting, and to report the result of such meeting to the Court: In the case of creditors, regard is to be had to the value of the debts due to each creditor, and in the case of contributories to the number of votes conferred on each contributory by the regulations of the Company.

See Rules under this section, Chapter VI.

From these remarks it will be seen that as a general rule the Court has full power to exercise its discretion as to ordering the Company to be wound up; but if an order is made to that effect, it must be on one of the grounds set out in the sub-sections to sect. 79.

2nd. Unregistered Company.

The circumstances under which Unregistered Companies may be wound up by the Court are set out in sect. 199 of the Act of 1862, and are as follows:

(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, (a). Whenever a creditor to whom the Company is indebted, at law or in equity, by assignment_or otherwise, in a sum exceeding 50%. 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 secretary or some director or prnicipal officer of the Company, or by otherwise serving the same in such manner as the Court may approve or direct, a demand under his hand requiring the Company to pay the sum so due, and the Company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor:

(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 proceeding at law or in equity instituted by such creditor against the Company, or any member thereof as such, or against any person authorized to be sued as nominal defendant on behalf of the Company, is returned unsatisfied:

(d). Whenever, in the case of an unregistered Company engaged in working mines within and subject to the jurisdiction of the Stannaries, a customary decree or order absolute for the sale of the machinery, mate