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sanction of the Board of Trade, to alter any provision contained in any letters patent relating to the Company:
(5). That in the event of the Company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the Company contracted prior to registration, who is liable, at law or in equity, to pay or contribute to the payment of any debt or liability of the Company contracted prior to registration, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members amongst themselves in respect of any such debt or liability; or to pay or contribute to the payment of the costs, charges, and expenses of winding up the Company so far as relates to such debts or liabilities as aforesaid; and every such contributory shall be liable to contribute to the assets of the Company, in the course of the winding up, all sums due from him in respect of any such liability as aforesaid; and in the event of the death, bankruptcy, or insolvency of any such contributory as last aforesaid, or marriage of any such contributory being a female, the provisions hereinbefore contained with respect to the representatives, heirs, and devisees of deceased contributories, and with reference to the assignees of bankrupt or insolvent contributories, and to the husbands of married contributories, shall apply: (6). That nothing herein contained shall authorize any Company to alter any such provisions contained in any deed of settlement, contract of copartnery, cost book regulations, letters patent, or other instrument constituting or regulating the Company, as would, if such Company had originally been formed under this Act have been contained in the memorandum of association, and are not authorized to be altered by this Act:
But nothing herein contained shall derogate from any power of altering its constitution or regulations which may be vested in any Company registering under this Act in pursuance of this part thereof by virtue of any Act of Parliament, deed of settlement, contract of copartnery, letters patent, or other instrument constituting or regulating the Company.
Winding up of unregis
The Court of Chancery has likewise jurisdiction to wind up Companies which have never been registered at all (except Railway Companies incorporated by Act of Parliament and Companies engaged in working mines within and subject to the jurisdiction of the Stannaries) either under the Joint Stock Companies Acts or under the Act of 1862.
Application of Act to unregistered Companies.
199. Subject as hereinafter mentioned, any partnership, tered Com- association, or Company, except railway Companies incorporated by Act of Parliament, consisting of more than seven members, and not registered under this Act, and hereinafter included under the term unregistered Company, may be wound up under this Act, and all the provisions of this Act with respect to winding up shall apply to such Company, with the following exceptions and additions: (1). An unregistered Company shall, for the purpose of determining the Court having jurisdiction in the matter of the winding up, be deemed to be registered in that part of the United Kingdom where its principal place of business is situate; or, if it has a principal place of business situate in more than one part of the United Kingdom, then in each part of the United Kingdom where it has a principal place of business; moreover the principal place of business of an unregistered Company, or (where it has a principal place of business situate in more than one part of the United Kingdom) such one of its principal places of business as is situate in that part of the United Kingdom in which proceedings are being instituted, shall for all the purposes of the winding up of such Company be deemed to be the registered office of the Company.
(2). See post, voluntary winding up.
From the above sections it will be seen that all Companies in England and Wales, whether regis
tered or unregistered, except Railway Companies duly incorporated by Act of Parliament and Companies engaged in working mines within the jurisdiction of the Stannaries are to be wound up in the Court of Chancery. A further exception, however, has been made in the case of Industrial and Provident Societies by the Act 25 & 26 Vict. c. 87, which provides that any Society registered under that Act is to be wound up in the County Court of the district in which the office of the Company is situate, although they are still wound up under the Act of 1862. It has been held that a Benefit Building Society is not within the Industrial and Provident Societies Act, also that a Friendly Society which had ceased to exist for many years might be wound up in Chancery. Although, except in the cases above mentioned, the Court of Chancery has sole jurisdiction to wind up Companies, yet power is given to that Court to depute its authority to the Court of Bankruptcy if it thinks fit. (Vide sect. 81.)
Companies engaged in working mines within and subject to the jurisdiction of the Stannaries are excluded from the jurisdiction of the Court of Chancery, unless the Vice Warden certifies that the Company would be more advantageously wound up by that Court. On a recent application to the Master of the Rolls for an order to wind up a mining Company registered within the jurisdiction of the Stannaries, on the ground
that it had never actually worked any mines, the Court refused to make the order, remarking "that the sections of the Act relating to mines, nos. 4, 68, 81 and 174, all treated, not the fact of working at the moment, but the object for which the Company was established, as the test for determining the jurisdiction." (Re East Botallack Consolidated Mining Company, Limited, 13 W. R. 197.)
A mining Company engaged in working mines within the jurisdiction of the Stannaries, although registered under the Joint Stock Companies Acts, or under the Act of 1862, would still be wound up by the Vice Warden of the Stannaries.
By section 83 it is provided that “Any Judge of the High Court of Chancery may do in chambers any act which the Court is hereby authorized to do."
THE CIRCUMSTANCES UNDER WHICH A COMPANY
MAY BE WOUND UP.
1st. Registered Company.
The provisions of the Act of 1862, defining the circumstances under which the Court may exercise the jurisdiction given it by the Act in the case of Companies registered under that Act or the Joint Stock Companies Acts, will be found in the following sections :
Winding up by Court.
79. A Company under this Act may be wound up by the Registered Court as hereinafter defined, under the following circum- Companies. stances; (that is to say,)
(1). Whenever the Company has passed a special reso
lution requiring the Company to be wound up by
(2). Whenever the Company does not commence its
Whenever the Company is unable to pay its debts: (5). Whenever the Court is of opinion that it is just and equitable that the Company should be wound up : 80. A Company under this Act shall be deemed to be unable to pay its debts,
(1). Whenever a creditor, by assignment or otherwise, to whom the Company is indebted, at law or in equity, in a sum exceeding 50l. then due, has served on the Company, by leaving the same at their