was filed by the society, must be served at the registered office, if any, of the society, and if there be no registered office, then at the principal or last known principal place of business of the society, if any such can be found, upon any member, officer, or servant of the society there, or in case no such member, officer, or servant can be found there, then by being left at such registered office or principal place of business, or by being served on such member or members of the society as the court may direct; and every summons for winding up a society, subject to the supervision of the court, must also be served upon the liquidator (if any) appointed for the purpose of winding up the affairs of the society (c); and every creditor or contributory is entitled to be furnished with a copy thereof within twenty-four hours, on application to the solicitor for the petitioner, and on paying 4d. a folio (d). Upon the hearing, the court may dis- Hearing of miss the case with or without costs, or may adjourn the hearing conditionally or unconditionally, and may make any interim order, or any other order that it deems just (e).

petition.

order.

Every order for winding up a society by or sub- Winding-up ject to the supervision of the court, must, within twelve days after the date thereof, be advertised by the plaintiff once in the "London Gazette," and

(c) Reg. Gen. 3.

(d) Reg. Gen. 5.

(e) 25 & 26 Vict. c. 89, s. 86.

Dispositions of property void.

of windingup order.

must be served upon such persons (if any), and in such manner as the court may direct (ƒ). A copy of the order must also be sent at once to the registrar of friendly societies, who will make a minute thereof in his books relating to the society (g); and another copy, certified to be a true copy, must be left at the chambers of the judge, and in default thereof, any other person interested in the winding up may leave the same, and the judge may, if he think fit, give the carriage and prosecution of such order to such person (h).

After the commencement of the winding up, all dispositions of the property of the society, and all transfers of shares, are void, unless otherwise orConsequences dered by the court (i). Executions against the society are then void (k), and until a liquidator is appointed the property of the society is deemed to be in the custody of the court (1). No action or suit by or against the society can be proceeded with after the order for winding up, except by leave of the court (m), which may at any time

(f) Reg. Gen. 6.

(g) 25 & 26 Vict. c. 89, s. 88.
(h) Reg. Gen. 7.

(i) 25 & 26 Vict. c. 89, s. 153.

(k) Sect. 163; see In re the Great Ship Company (Limited), Ex parte Parry, 33 L. J., Ch. 245; In re the Exhall Coal Mining Company (Limited), 33 L. J., Ch.

595.

(1) 25 & 26 Vict. c. 89, s. 92.

(m) Sect. 87; see In re Baston & Company (Limited),

make an order for the inspection of the society's books and papers by a creditor or contributory (n). It has been decided, that a winding-up order is equivalent to a notice of discharge to all the servants of the society (o). The court can, if it think fit, stay the winding up, either altogether or for a limited time, on such terms, and subject to such conditions as it deems fit (p); and may, in all matters relating to the winding up, have regard to the wishes of the creditors and contributories (q). In the case of the Factage Parisien Company (Limited) (r), although the capital had not all been called up, the court held that the company might be wound up, but the majority of shareholders at a meeting, being desirous of continuing the business, the petition was dismissed under this section. In order to test the wishes of the creditors or contri- Meetings of butories, the court may, if it think fit, direct a contribumeeting of them to be summoned, held, and conducted in such manner as the court directs (s); when this course is pursued, the official liquidator must give notice in writing, seven clear days before the day appointed for such meeting, to every cre

36 L. J., Ch. 899; In re the Imperial Steam and Household Coal Company (Limited), 37 L. J., Ch. 517.

(n) 25 & 26 Vict. c. 89, s. 156.

(0) Chapman's case, 1 L. Rep. Eq. 346.

(p) 25 & 26 Vict. c. 89, s. 89.

(g) Sect. 91.

(r) 34 L. J., Ch. 140.

(8) 25 & 26 Vict. c. 89, s. 91.

creditors and

tories.

Appointment

of official liquidator.

ditor or contributory, of the time and place appointed for such meeting, and of the matter upon which the judge desires to ascertain the wishes of the creditors or contributories; or, if the judge so direct, such notice may be given by advertisement, which need not state the object of the meeting, nor be inserted in the "London Gazette” (t).

In order to conduct the process of winding up, the court appoints one or more "official" liquidator or liquidators, either provisionally or otherwise, and settles the amount of the remuneration which they shall receive, and of the security which they must give (u). The judge may appoint any person to the office of official liquidator without previous advertisement or notice to any party, or may fix a time and place for the appointment, and may appoint or reject any person nominated at such time and place, and appoint any person not so nominated (x). But the court will not, upon the hearing of the cause for winding up, enter into a contest as to the person to be appointed official liquidator; and it will not appoint one at all on that occasion unless with the concurrence of all parties (y).

(t) Reg. Gen. 45.

(u) 25 & 26 Vict. c. 89, ss. 92, 93, and 94.

(x) Reg. Gen. 8.

(y) In re the Commercial Discount Company, 32 Beav. 198.

In May, 1868, a regulation was adopted by the Master of the Rolls and the Vice-Chancellors, and sanctioned and approved by the Lord Chancellor, as to the mode of remunerating official liquidators. Every application by an official liquidator for remuneration must be supported by an affidavit showing the number of hours devoted by him and his clerks respectively to the business of the liquidation. In fixing the amount of the remuneration, the judge is to be guided by a scale of remuneration for a day of eight hours, graduated according to the amount of assets divisible among the unsecured creditors (z).

official liqui

The official liquidators, although the property of Powers of the society is not legally vested in them, have dators. ample powers conferred upon them of selling such property, of proving debts in bankruptcy, suing, and, in short, of doing all such other things as are necessary for the winding up the society, and may carry on the business of the society, so far as may be necessary for the beneficial winding up of the same (a). These powers may, if the court so order (b), be exercised by the official liquidators without the sanction of the court, but otherwise they must refer to the court for its directions on every occasion.

(z) See In re Agra and Masterman's Bank (Limited), Ex parte Cannan, 38 L. J., Ch. 165.

(a) 25 & 26 Vict. c. 89, s. 95, where the powers are set

out in extenso.

(b) Sect. 96.