« EelmineJätka »
to be fixed for him to do so, and the order is also to fix the times or periods at which the official liquidator is to leave his accounts at chambers, and is to direct payment of all moneys into the Bank of England to the account of the official liquidator of the Company. See rule 11. The order appointing the official liquidator directs the official liquidator to give security to the satisfaction of the Judge. A form of the order will be found in Appendix.
A form of the recognizance of the official liquidator and sureties will be found in Appendix, and a form of the affidavit by the sureties. The recognizance is signed and acknowledged by the official liquidator and his sureties before a Commissioner to administer oaths in Chancery. It is engrossed on parchment with a 35s. stamp, and must be signed as approved by the chief clerk. It is subsequently enrolled in the Enrolment Office. The form of the certificate of the chief clerk that security has been given under rule 12 will be found in Appendix.
This certificate is prepared by the chief clerk and settled by him with the solicitor; it is then engrossed on a 5s. stamp, and when signed by the Judge, is filed under Consolidated Order, No. 35, rule 52. It becomes binding at the expiration of eight days after being filed.
By rule 14, the appointment of the official liqui
dator is to be advertised as the Court may direct. For form of advertisement, see Appendix.
By rule 11, an account of the official liquidator of the Company is to be opened at the Bank of England, and an office copy of the order appointing the official liquidator is to be lodged at the Bank. See form of direction to open account in Appendix. Into that account all moneys are to be paid by the official liquidator, and by any other person when directed by an order; and all bills, notes, and other securities, are to be deposited there by the official liquidator for presentation, as and where necessary. See sections 103 and 104 and rules 37 and 41. When any other person than the official liquidator is to pay any money into his account, a notice is to be served on such person as in Appendix, and a certificate is to be furnished to the cashier of the bank See rule 38. When any money is paid in, the cashier of the bank will give a receipt in Form in Appendix. By rule 42, all bills, notes, and other securities are to be delivered out on request signed by the official liquidator, and countersigned by the chief clerk, and moneys are to be paid out, upon checks or orders signed by the official liquidator and countersigned by the chief clerk. See section 104 and rule 42.
Any money standing to the account of the official liquidator may be invested as provided by rule 43. See form of request in Appendix. All
dividends and interest on investments are to be received by the Bank of England and placed to the credit of the account. Rule 44.
We then find in rule 17, that the official liquidator is to make up, continue, complete, and rectify the books and accounts of the Company, and is to keep such books as may be necessary, or as directed by the Judge, for the purpose of shewing the debts and credits of the Company, and a separate ledger containing accounts with each of the contributories, which accounts are to be debited with all calls. Where shares had been sold before, but no transfer executed till after the order to wind up, it was held to be established that the official liquidator was the only person competent to act for the Company, and the Court would not compel him to register the transfer if he refused. (Bermingham v. Sheridan, Before the passing of the
L. J. 1864, Ch., 571.)
Rule 58. All orders, exhibits, admissions, memorandums, and office copies of affidavits, examinations, depositions, and certificates, and all other documents relating to the winding up of any Company, shall be filed by the official liquidator, as far as may be, in one continuous file, and such file shall
be kept by him, or otherwise, as the Judge may from time to time direct. Every contributory of the Company, and every creditor thereof whose debt or claim has been allowed, shall be entitled, at all reasonable times, to inspect such file free of charge, and, at his own expense, to take copies or extracts from any of the documents comprised therein, or to be furnished with such copies or extracts at a rate not exceeding three halfpence per folio of seventy-two words; and such file shall be produced in Court, or before the Judge, and otherwise, as occasion may require.
On referring to the sections of the Act, we find that, by section 94, the official liquidator is to be described by the style of the official liquidator of the particular Company of which he is appointed to that office, and not by his own name. He is further to take into his custody all the property of the Company, and to do all such duties in the winding up as the Court may impose.
Section 95 next defines the things which the Powers. official liquidator shall have power to do with the sanction of the Court, but section 96 provides that the Court may order that the official liquidator may exercise any of the powers contained in section 95 without the sanction of the Court, and where he is provisionally appointed may limit or restrict his power.
The things which the official liquidator is authorized to do with the sanction of the Court require here some consideration, and for this purpose the sub-sections of section 95 are marked numerically. As to sub-section, No. 1, it has been decided that where the official manager continued
Execution of deeds abroad.
a suit instituted before the winding up, he must be held to adopt any imperfection there might be therein, and abide by the consequences. (Official Manager of the Grand Trunk &c. Railway v. Brodie, 3 De Gex M. & G. 146.)
As the Company is not dissolved, all actions or other proceedings are to be commenced in the name of the Company. By sub-section 3, whenever a sale of real or personal property is made, it is to be in the same manner as in an ordinary Chancery suit. See rule 32 and Chapter XVI., but this may be affected by a special order under section 96.
As to sub-section 4. In performing the Acts mentioned in this sub-section it may occur that deeds will have to be executed out of the kingdom, and it may in such case be necessary to act upon the power contained in section 55, which is as follows:
55. Any Company under this Act may, by instrument in writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the United Kingdom; and every deed signed by such attorney, on behalf of the Company, and under his seal, shall be binding on the Company, and have the same effect as if it were under the common seal of the Company.
On sub-section 5 a serious question has arisen, how far a bankrupt shareholder is absolved from his liability in respect of calls made after his bankruptcy, but this subject is treated of more fully in Chapter on Calls, Chapter XII.