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official liquidator's presence is necessary, or he shall be directed to attend in person, he need not personally attend any proceeding where his solicitor is present.
In the event of the death, removal, or resig nation of an official liquidator another is to be appointed in his room in the same manner as directed in the case of a first appointment, and such party may take the proceedings for that purpose as the Judge may authorize. (See Rule 16.)
LIST OF CONTRIBUTORIES.
The following sections and rules relate to the settlement of the list of contributories.
Sect. 98. As soon as may be after making an order for wind- Collection ing up the Company, the Court shall settle a list of contribu- and applitories, with power to rectify the register of members in all assets. cases where such rectification is required in pursuance of this Act, and shall cause the assets of the Company to be collected, and applied in discharge of its liabilities.
99. In settling the list of contributories the Court Provision as shall distinguish between persons who are contributories in to representheir own right and persons who are contributories as being tributories. representatives of or being liable to the debts of others; it shall not be necessary, where the personal representative of any deceased contributory is placed on the list, to add the heirs or devisees of such contributory, nevertheless such heirs or devisees may be added as and when the Court thinks fit.
1st. Liability of members in Companies formed and registered under the Act of 1862, and in Companies formed and registered under the Joint Stock Companies Acts.
Sect. 23. The subscribers of the memorandum of association Definition of "member." of any Company under this Act shall be deemed to have agreed to become members of the Company whose memorandum they have subscribed, and upon the registration of the Company shall be entered as members on the register of members hereinafter mentioned; and every other person who has agreed to become a member of a Company under this Act, and whose name is entered on the register of members, shall be deemed to be a member of the Company.
Liability of present and past mem
Liability of Members.
Sect. 38. In the event of a Company formed under this Act being wound up, every present and past member of such bers of Com- Company shall be liable to contribute to the assets of the Company to an amount sufficient for payment of the debts and liabilities of the Company, and the costs, charges, and expenses of the winding up, and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves, with the qualifications following; (that is to say,)
(1). No past member shall be liable to contribute to the assets of the Company if he has ceased to be a member for a period of one year or upwards prior to the commencement of the winding up :
(2). No past member shall be liable to contribute in respect of any debt or liability of the Company contracted after the time at which he ceased to be a member:
(3). No past member shall be liable to contribute to the assets of the Company unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act.
(4). In the case of a Company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member;
(5). In the case of a Company limited by guarantee, no contribution shall be required from any member exceeding the amount of the undertaking entered into on his behalf by the memorandum of association;
(6). Nothing in this Act contained shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members upon any such policy or contract is restricted, or whereby the funds of the Company are alone made liable in respect of such policy or
(7). No sum due to any member of a Company, in his character of a member, by way of dividends, profits, or otherwise, shall be deemed to be a debt of the Company,
payable to such member in a case of competition
74. The term "contributory" shall mean every person Meaning of liable to contribute to the assets of a Company under this contributory. Act, in the event of the same being wound up: It shall also, in all proceedings for determining the persons who are to be deemed contributories, and in all proceedings prior to the final determination of such persons, include any person alleged to be a contributory.
75. The liability of any person to contribute to the Nature of assets of a Company under this Act in the event of the same liability of contributory. being wound up, shall be deemed to create a debt (in England and Ireland of the nature of a specialty) accruing due from such person at the time when his liability commenced, but payable at the time or respective times when calls are made as hereinafter mentioned for enforcing such liability; and it shall be lawful in the case of the bankruptcy of any contributory to prove against his estate the estimated value of his liability to future calls, as well as calls already made.
76. If any contributory dies either before or after he Contribuhas been placed on the list of contributories hereinafter tories in case mentioned, his personal representatives, heirs, and devisees shall be liable in a due course of administration to contribute to the assets of the Company in discharge of the liability of such deceased contributory, and such personal representatives, heirs, and devisees shall be deemed to be contributories accordingly.
77. If any contributory becomes bankrupt, either Contribubefore or after he has been placed on the list of contribu- tories in case tories, his assignees shall be demed to represent such bank- ruptcy. rupt for all the purposes of the winding up, and shall be deemed to be contributories accordingly, and may be called upon to admit to proof against the estate of such bankrupt, or otherwise to allow to be paid out of his assets in due course of law, any monies due from such bankrupt in respect of his liability to contribute to the assets of the Company being wound up; and for the purposes of this section any person who may have taken the benefit of any
Contribu tories in case of marriage.
Application of Act to
Act for the Relief of Insolvent Debtors before the 11th day of October, 1861, shall be deemed to have become bankrupt.
78. If any female contributory marries, either before or after she has been placed on the list of contributories, her husband shall during the continuance of the marriage be liable to contribute to the assets of the Company the same sum as she would have been liable to contribute if she had not married, and he shall be deemed to be a contributory accordingly.
176. Subject as hereinafter mentioned, this Act, with the exception of Table A. in the first Schedule, shall formed under apply to Companies formed and registered under the said Joint Stock Joint Stock Companies Acts (see chap. 1), or any of them, in the same manner in the case of a limited Company as if such Company had been formed and registered under this Act as a Company limited by shares, and in the case of a Company other than a limited Company as if such Company had been formed and registered as an unlimited Company under this Act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such Companies were respectively registered under the said Joint Stock Companies Acts or any of them, and the power of altering regulations by special resolution given by this Act shall, in the case of any Company formed and registered under the said Joint Stock Companies Acts or any of them, extend to altering any provisions contained in the Table marked B. annexed to "The Joint Stock Companies Act, 1856," and shall also in the case of an unlimited Company formed and registered as last aforesaid extend to altering any regulations relating to the amount of capital or its distribution into shares, notwithstanding such regulations are contained in the memorandum of association.
2nd. Liability in the case of a Company not formed but registered only under the Act of 1862, and in the case of a Company not formed but registered under the Joint Stock Companies Acts.
Sect. 196. When a Company is registered under this Act registration in pursuance of this part (7) thereof, all provisions contained