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VOLUNTARY WINDING UP OF A COMPANY.
The following are the express provisions of the Act of 1862, and rules of 11th of November, 1862, relating to this subject.
Voluntary Winding up of Company.
stances under which
Sect. 129. A Company under this Act may be wound up Circumvoluntarily, (1). Whenever the period, if any, fixed for the duration Company of the Company by the articles of association expires, may be or whenever the event, if any, occurs, upon the wound up occurrence of which it is provided by the articles of association that the Company is to be dissolved, and the Company in general meeting has passed a resolution requiring the Company to be wound up voluntarily :
(2). Whenever the Company has passed a special resolution requiring the Company to be wound up voluntarily :
(3). Whenever the Company has passed an extraordinary resolution to the effect that it has been proved to their satisfaction that the Company cannot by reason of its liabilities continue its business, and that it is advisable to wind up the same:
For the purposes of this Act any resolution shall be deemed to be extraordinary which is passed in such manner as would, if it had been confirmed by a subsequent meeting, have constituted a special resolution, as hereinbefore defined.
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.
130. A voluntary winding up shall be deemed to commence at the time of the passing of the resolution authoriwinding up. zing such winding up.
Effect of voluntary winding up
131. Whenever a Company is wound up voluntarily the Company shall, from the date of the commencement of such on status of winding up, cease to carry on its business, except in so far
as may be required for the beneficial winding up thereof, and all transfers of shares, except transfers made to or with the sanction of the liquidators, or alteration in the status of the members of the Company, taking place after the commencement of such winding up, shall be void, but its corporate state and all its corporate powers shall, notwithstanding it is otherwise provided by its regulations, continue until the affairs of the Company are wound up.
to wind up
132. Notice of any special resolution or extraordinary Notice of resolution passed for winding up a Company voluntarily resolution shall be given by advertisement as respects Companies voluntarily. registered in England in the London Gazette, as respects Companies registered in Scotland in the Edinburgh Gazette, and as respects Companies registered in Ireland in the Dublin Gazette.
quences of voluntarily
133. The following consequences shall ensue upon the Consevoluntary winding up of a Company :(1). The property of the Company shall be applied in winding up. satisfaction of its liabilities pari passu, and subject thereto, shall, unless it be otherwise provided by the regulations of the Company, be distributed amongst the members according to their rights and interests in the Company :
(2). Liquidators shall be appointed for the purpose of winding up the affairs of the Company and distributing the property:
(3). The Company in general meeting shall appoint such persons or person as it thinks fit to be liquidators or a liquidator, and may fix the remuneration to be paid to them or him :
(4). If one person only is appointed, all the provisions herein contained in reference to several liquidators shall apply to him:
(5). Upon the appointment of liquidators all the power of the directors shall cease, except in so far as the Company in general meeting or the liquidators may sanction the continuance of such powers:
(6). When several liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be determined at the time of their appointment, or in default of such determination by any number not less than two:
(7). The liquidators may, without the sanction of the
(8). The liquidators may exercise the powers herein-
Effect of winding up on share capital of Company limited by guarantee.
authority to appoint
the resolution for winding up the Company, and before they have ascertained the sufficiency of the assets of the Company, call on all or any of the contributories for the time being settled on the list of contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy the debts and liabilities of the Company, and the costs, charges, and expenses of winding it up, and for the adjustment of the rights of the contributories amongst themselves, and the liquidators may in making a call take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same:
(10). The liquidators shall pay the debts of the Company, and adjust the rights of the contributories amongst themselves.
134. Where a Company limited by guarantee, and having a capital divided into shares, is being wound up voluntarily, any share capital that may not have been called up shall be deemed to be assets of the Company, and to be a specialty debt due from each member to the Company to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the liquidators.
135. A Company about to be wound up voluntarily, or in Company to the course of being wound up voluntarily, may, by an extraordinary resolution, delegate to its creditors, or to any committee of its creditors, the power of appointing liqui liquidators. dators or any of them, and supplying any vacancies in the appointment of liquidators, or may by a like resolution enter into any arrangement with respect to the powers to be exercised by the liquidators, and the manner in which they are to be exercised; and any act done by the creditors, in pursuance of such delegated power, shall have the same effect as if it had been done by the Company.
Arrangement when binding on creditors.
136. Any arrangement entered into between a Company about to be wound up voluntarily, or in the course of being wound up voluntarily, and its creditors, shall be binding on the Company if sanctioned by an extraordinary resolution, and on the creditors if acceded to by three-fourths in number and value of the creditors, subject to such right of appeal as is hereinafter mentioned.
137. Any creditor or contributory of a Company that has Powers of in manner aforesaid entered into any arrangement with its creditor or creditors may, within three weeks from the date of the to appeal. completion of such arrangement, appeal to the Court against such arrangement, and the Court may thereupon, as it thinks just, amend, vary, or confirm the same.
to apply to
138. Where a Company is being wound up voluntarily Power for the liquidators or any contributory of the Company may liquidators or apply to the Court in England, Ireland, or Scotland, or to tories in the Lord Ordinary on the bills in Scotland in time of vacation, voluntary to determine any question arising in the matter of such winding up winding up, or to exercise, as respects the enforcing of calls, Court. or in respect of any other matter, all or any of the powers which the Court might exercise if the Company were being wound up by the Court: and the Court or Lord Ordinary, in the case aforesaid, if satisfied that the determination of such question, or the required exercise of power, will be just and beneficial, may accede, wholly or partially, to such application, on such terms and subject to such conditions as the Court thinks fit, or it may make such other order, interlocutor, or decree on such application as the Court thinks just.
139. Where a Company is being wound up voluntarily Power of the liquidators may, from time to time, during the continu- liquidators to call geneance of such winding up, summon general meetings of the ral meeting. Company for the purpose of obtaining the sanction of the Company by special resolution or extraordinary resolution or for any other purposes they think fit; and in the event of the winding up continuing for more than one year, the liquidators shall summon a general meeting of the Company at the end of the first year, and of each succeeding year from the commencement of the winding up, or as soon thereafter as may be convenient, and shall lay before such meeting an account shewing their acts and dealings, and the manner in which the winding up has been conducted during the preceding year.
140. If any vacancy occurs in the office of liquidators Power to fill appointed by the Company, by death, resignation, or other- up vacancy wise, the Company in general meeting may, subject to any tors. arrangement they may have entered into with their creditors, fill up such vacancy, and a general meeting for the purpose of filling up such vacancy may be convened by the continuing liquidators, if any, or by any contributory of the Company, and shall be deemed to have been duly held if