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GENERAL PROCEEDINGS IN CHAMBERS.
We now come to the most important proceedings in the winding up, namely, those which take place in the chambers of the Judge to whose Court the matter is attached. Each step of these proceedings will be treated of in a distinct Chapter as we proceed, but as it is essential to the practitioner before he enters upon his duties that he should see clearly the path he has to tread, we propose to take a general view of these proceedings and of the provisions of the Act and rules which will require attention, and then to treat of each proceeding separately and more fully.
Immediately after an order for winding up of a Company is made, it is the duty of the solicitor having the conduct of the order to draw it up as mentioned in Chapter IV., send a copy to the Registrar of Joint Stock Companies, and advertise it within twelve days in the London Gazette.
At the same time he will carry the order into chambers and obtain an appointment to proceed thereon (Chap. VIII.) Upon the return of the summons for that purpose a day must be named for the appointment of an official liquidator. Should a
provisional official liquidator have been appointed at the hearing of the petition the solicitor will complete his security and obtain directions as to the payment by such provisional official liquidator into the bank of any money received by him, the opening of an account, and generally upon any matter of urgency in the course of dealing with the assets of the Company which requires the sanction of the Judge.
Upon the appointment of an official liquidator, he will with the sanction of the Court appoint his solicitor, and the chief clerk will, on application, appoint a day for the creditors to send notice of their claims to the official liquidator and another day to proceed upon such as may be disputed. The official liquidator will prepare a list of the contributories and carry it into chambers. A day has then to be appointed to settle it, and the result will be certified by the chief clerk. When settled, a day will be appointed to make a call upon the contributories settled upon the list. The assets have to be collected by the official liquidator. All such as he can collect without the aid of the Court, and without involving expense or depreciating the assets of the Company, he is at liberty to get in, but where property has to be sold, debts or calls compromised, actions defended, the business of the Company carried on, or the other matters mentioned in section 95 of the Act of 1862 done by the official liquidator, the leave
of the Court must be obtained on summons. Any order may, however, be made by the Judge giving such general powers to the official liquidator as the Judge shall think fit. In cases of unregistered Companies, it may be necessary to obtain an order vesting the property of the Company in the official liquidator. All sales of property have to be made under the direction of the Court, in the same manner as sales in an ordinary Chancery suit.
When the assets are realized and got in, and the calls paid, they will from time to time be divided amongst the creditors, and should the creditors eventually be paid in full and a surplus remain such surplus will have to be divided amongst the contributories, their rights inter se being first settled.
All affidavits have to be filed at the Record and Writ Clerks' Office, but no one is obliged to take office copies except the official liquidator, who is bound to do so, and produce them whenever required.
All orders are to be drawn up in chambers, except when specially directed to be drawn up by the registrar, and are to be entered in the same way as other chamber orders. Advertisements for any of the purposes above mentioned are to be issued unless otherwise directed by the Court, and one most important point must be remembered by the practitioner, namely, that the general
practice of the Court of Chancery, except where inconsistent with the Act of 1862 or the rules thereunder, is to apply to all proceedings for winding up the Company. This applies to the certificate of the chief clerk, taking the opinion of the Judge in chambers on any question arising during the winding up, or adjournments into Court as well as other proceedings. The Judge has the same power to do any act in chambers as he has in Court.
The Judge may upon any question direct a meeting of the creditors or contributories to be held to ascertain their wishes thereon.
The time to take the opinion of the Judge upon any question raised before the chief clerk will be found in Chapter XI., and the time to appeal is three weeks from the date of the appealed order being pronounced.
The rights of creditors or contributories to attend the proceedings or otherwise in the course of the winding up will be treated of in their place in the ensuing Chapters.
Having thus given a general description of the nature of the proceedings in the ordinary course of winding up a Company, we will proceed to deal with each step separately.
Order to be
PROCEEDINGS IN CHAMBERS.
FIRST STEPS UNDER THE ORDER.
By the orders of the 11th November, 1862, it is provided as follows:
7. A copy of every order for winding up a Company, carried into certified to be a true copy thereof as passed and entered, shall be left by the petitioner at the chambers of the Judge, within ten days after the same shall have been passed and entered, and in default thereof any other person interested in the winding up may leave the same and the Judge may, if he thinks fit, give the carriage and prosecution of the order to such person. Upon such copy being left a summons shall be taken out to proceed with the winding up of the Company, and be served upon all the parties who may have appeared upon the hearing of the petition. Upon the return of such summons, a time shall, if the Judge thinks fit, be fixed for the appointment of an official liquidator, and for the proof of debts, and for the list of contributories to be brought in, and directions may be given as to the advertisements to be issued for all or any of such purposes, and generally as to the proceedings and the parties to attend thereon. The proceedings under the order shall be continued by adjournment, and, when necessary, by further summons, and any such direction as aforesaid may be given, added to, or varied, at any subsequent time, as may be found necessary.
The copy of the order here mentioned must be certified as follows:
"We hereby certify that this copy order is a