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rials, and effects of such mine has been made in a creditor's suit in the Court of the Vice-Warden: (e). 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:
(f). Whenever it is otherwise proved to the satisfaction of the Court that the Company is unable to pay its debts.
The difference between the circumstances under which registered and unregistered Companies may be wound up by the Court will, on comparing the sections applicable to both cases now before the reader, be found to be somewhat important. In the case of an unregistered Company, the following circumstances are omitted in the enumeration of those under which such Companies may be wound up, namely, "Whenever the Company has passed a special resolution, requiring the Company to be wound up by the Court," and "When the members are reduced to less than seven." The circumstances under which unregistered Companies are to be deemed unable to pay their debts, are also somewhat different, but it will be sufficient to refer the reader to the section for this difference. On the other hand a provision has been added in the case of unregistered Companies enabling those Companies to be wound up whenever they are "dissolved." (Sections 86 and 91 apply to these Companies.)
It will be remembered that the Act of 1862 is to apply to Companies formed and registered or
registered only under The "Joint Stock Companies Acts" as defined in sect. 175, and such Companies are therefore to be wound up in the same way, and under the same circumstances as Companies formed and registered or registered only under the Act of 1862.
AT WHOSE INSTANCE A COMPANY MAY BE
The 82nd section of the Act of 1862 provides,
on this point, as follows:
82. Any application to the Court for the winding up By whom of a Company under this Act shall be by petition; it application be presented by the Company, or by any one or more made. creditor or creditors, contributory or contributories of the Company, or by all or any of the above parties, together or separately; and every order which may be made on any such petition shall operate in favour of all the creditors and all the contributories of the Company in the same manner as if it had been made upon the joint petition of a creditor and a contributory.
Apart from this section it would appear primâ facie that any person who has any pecuniary interest in the affairs of a Company has a right to petition for winding it up, should circumstances arise to necessitate it; and so far has the Court gone on this point that, prior to the Act of 1862, (and it is apprehended no variation in this respect is made by that Act), an order to wind up has been made upon the petition of past members who had transferred their shares on the allegation that they were still liable for certain debts of the Company, and were therefore contributories. (Re The Times Fire Insurance Company, 8 Jur. N. S. 111.)
Having regard to the above it would seem sufficient to mention in this place some of the classes of persons who have been allowed to petition. The particular cases, with references thereto, will be found in the Table of Cases.
The petitions of the following persons have been sustained.
1. An allottee of shares.
2. Assignee of debt.
3. The Company.
5. Executors who were not proprietors.
6. Provisional committee.
8. Past shareholders.
9. Scrip holders upon undertaking to admit their liability as contributories, and to do all acts necessary to make themselves shareholders.
10. Bankrupt shareholders.
It has, however, been held by the Master of the Rolls that a Company required by the Act of 1862, sect. 209, to register, and not having been registered, has no power to petition as being disabled to sue by sect. 210. (The Waterloo Life, &c., Assurance Office, 1 N. R. 157.) Under sect. 180 a Company may be registered with the sole view of its being wound up.
It must also be borne in mind that the Court has refused to order a Company to be wound up on the petition of a creditor whose debt was
disputed. (The Catholic Publishing Company, Limited, 12 W. R. 538; see also Re Hope Mutual Life Assurance Company, 1 N. R. 542.) A holder of paid up shares cannot petition. (Re Lancashire Brick and Tile Company, Limited, 13 W. R. 569. See, as to petitioning in formá pauperis, Re The Irish Land Improvement Society, Ex parte Fry, 1 Dr. & Sm. 318). And where the petitioner has been out of the jurisdiction he has been ordered to give security for costs. (Re Royal Bank of Australia, Ex parte Latta, 3 De Gex & S. 186.) Where a Company is being wound up voluntarily it is provided by sect. 145 of the Act as follows:
The voluntary winding up of a Company shall not Saving of be a bar to the right of any creditor of such Company rights of to have the same wound up by the Court, if the Court is of opinion that the rights of such creditor will be prejudiced by a voluntary winding up.