Price to be paid for the purchase of the interest of dissentient how deter mined. "but if the parties dispute about the same such dispute shall "be settled by arbitration, and for the purposes of such arbi"tration the provisions of The Companies Clauses Consolida"tion Act, 1845,' with respect to the settlement of disputes by "arbitration, shall be incorporated with this Act; and in the shareholders, "construction of such provisions this Act shall be deemed to "be the special Act, and the company' shall mean the company that is being wound up, and any appointment by the said incorporated provisions directed to be made under the panies Act, "hand of the secretary, or any two of the directors, may be made under the hand of the liquidator, if only one, or "any two or more of the liquidators if more than one."-25 & 26 Vict. c. 89, s. 162. 66 66 The following sections of "The Companies Act, 1862," indicate the duties of the liquidators on the conclusion of a voluntary winding-up : The Com 1862, s. 162. Duties of of voluntary "As soon as the affairs of the company are fully wound up, winding-up. "the liquidators shall make up an account showing the manner To make up " in which such winding up has been conducted, and the pro- account and "perty of the company disposed of; and thereupon they shall call general call a general meeting of the company for the purpose of meeting. "having the account laid before them, and hearing any expla- The Com"nation that may be given by the liquidators: The meeting panies Act, "shall be called by advertisement, specifying the time, place, 1862, s. 142. "and object of such meeting; and such advertisement shall "be published one month at least previously to the meeting, as respects companies registered in England in the London "Gazette, and as respects companies registered in Scotland in "the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette."-25 & 26 Vict. c. 89, s. 142. 66 66 To make a return to the registrar. The Com "The liquidators shall make a return to the registrar of such meeting having been held, and of the date at which the "same was held, and on the expiration of three months from "the date of the registration of such return the company shall be deemed to be dissolved: If the liquidators make default panies Act, "in making such return to the registrar they shall incur a penalty not exceeding five pounds for every day during which "such default continues."-25 & 26 Vict. c. 89, s. 143. 1862, s. 143. (e.) Orders for the Prosecution of Directors or Officers. If, during the progress of a voluntary winding-up, it appear to Prosecution the liquidators who are conducting it, that any officer or of defaulting member of the company has been guilty of a criminal offence, company by they can, with the sanction of the Court, prosecute the offender. liquidators. This is provided by the following section of "The Companies Act, 1862":— officers of The Companies Act, 1862, s. 168. Cost of voluntary winding-up. The Companies Act, 1862, s. 114. General nature of a winding-up under supervision of the Court. Right of creditors to have company, which is being wound up voluntarily, wound up by Court. The Companies Act, 1862, s. 145. Where the company is ordered to be wound up by 66 "Where a company is being wound up altogether volun"tarily, if it appear to the liquidators conducting such winding up that any past or present director, manager, officer, or "member of such company has been guilty of any offence in "relation to the company for which he is criminally responsible, "it shall be lawful for the liquidators, with the previous "sanction of the Court, to prosecute such offender, and all "expenses properly incurred by them in such prosecution shall "be payable out of the assets of the company in priority to "all other liabilities."-25 & 26 Vict. c. 89, s. 168. (f.) Costs of Liquidation. With regard to the costs of a voluntary winding-up, it is provided as follows: "All costs, charges, and expenses properly incurred in the "voluntary winding-up of a company, including the remunera"tion of the liquidators, shall be payable out of the assets of the company in priority to all other claims."-25 & 26 Vict. c. 89, s. 144. SECTION IV.-VOLUNTARY WINDING-UP UNDER THE SUPERVISION OF THE COURT. A voluntary liquidation does not bar the right of a creditor to have a company wound up by the Court, but the Court may in any case order a voluntary winding-up to continue, subject to the supervision of the Court. The present section will contain the enactments and rules relating to such a winding up. (a.) When an Order for a Winding-up under Supervision may be made. "The voluntary winding-up of a company shall not be a "bar to the right of any creditor of such company to have "the same wound up by the Court, if the Court is of opinion "that the rights of such creditor will be prejudiced by a voluntary winding-up."-25 & 26 Vict. c. 89, s. 145. " 66 66 Where a company is in course of being wound up voluntarily, and proceedings are taken for the purpose of having "the same wound up by the Court, the Court may, if it thinks "fit, notwithstanding that it makes an order directing the company to be wound up by the Court, provide in such "order or in any other order for the adoption of all or any "of the proceedings taken in the course of the voluntary winding-up."-25 & 26 Vict. c. 89, s. 146. 66 66 66 "When a resolution has been passed by a company to wind up voluntarily, the Court may make an order directing that "the voluntary winding-up should continue, but subject to "such supervision of the Court, and with such liberty for creditors, contributories, or others, to apply to the Court, and "generally upon such terms and subject to such conditions as "the Court thinks just."-25 & 26 Vict. c. 89, s. 147. 66 66 66 (b.) Petition for a Winding-up under the Supervision of the Court. Court, the order may any of the proceedings taken in the adopt all or voluntary winding-up. The Companies Act, 1862, s. 146. The Companies Act, 1862, s. 147. Commencement of pro ceedings for winding-up subject to The proceedings for a voluntary winding-up, subject to the supervision of the Court, are commenced by petition :A petition praying wholly or in part that a voluntary winding-up should continue, but subject to the supervision of a voluntary "the Court, and which winding-up is hereinafter referred to as a winding-up, subject to the supervision of the Court, shall, "for the purpose of giving jurisdiction to the Court over suits and actions, be deemed to be a petition for winding up the company by the Court."-25 & 26 Vict. c. 89, s. 148. The petition should be served upon the liquidator (p), and also upon the society (q). 66 66 (c.) Hearing of and Order on Petition for a Winding-up under Supervision. supervision. The Companies Act, 1862, s. 148. Upon whom petition to be served. Nature of order which may be made. Directions to summon a meeting of the company. may, after The nature of the order which may be made upon the hearing of a petition for a voluntary winding-up is defined by sections 146, 147, and 148 of the Act, which have already been set out. Instead of at once making an order on the petition, the Court may direct a meeting of the company to be called, in order to ascertain the wishes of the creditor or creditors. On this subject "The Companies Act, 1862," provides as follows: The Court "The Court may, in determining whether a company is to "be wound up altogether by the Court or subject to the super- making order "vision of the Court, in the appointment of liquidator or for winding"liquidators, and in all other matters relating to the winding-up subject to "up subject to supervision, have regard to the wishes of the consult wishes "creditors or contributories as proved to it by any sufficient of creditors. "evidence, and may direct meetings of the creditors or contri- The Com"butories to be summoned, held, and regulated in such manner panies Act, "as the Court directs, for the purpose of ascertaining their 1862, 8. 149. "wishes, and may appoint a person to act as chairman of any "such meeting, and to report the result of such meeting to (p) Rule 3, ante, p. 1128. (7) I., and see Petroleum Co., 15 W. R. 29; Inventors' Association, 13 W. R. 1015. supervision, Form of order. Effect of crder. Effect of order for winding-up subject to supervision. The Companies Act, 1862, s. 151. In order directing winding-up subject to supervision, Court may direct appointment of additional liquidators. "the Court: In the case of creditors, regard shall be had to "the value of the debts due to each creditor, and in the case "of contributories to the number of votes conferred on each "contributory by the regulations of the company."-25 & 26 Vict. c. 89, s. 149. The form of order-should one be made by the Court-is duly provided (r). The effect of an order as to stay appears from the following section of "The Companies Act, 1862 : 66 "Where an order is made for a winding-up subject to the supervision of the Court, the liquidators appointed to conduct "such winding up may, subject to any restrictions imposed by the Court, exercise all their powers, without the sauction or intervention of the Court, in the same manner as if the company were being wound up altogether voluntarily; but, save as "aforesaid, any order made by the Court for a winding-up subject to the supervision of the Court shall for all purposes, including the staying of actions, suits, and other proceedings, be deemed to be an order of the Court for winding up the company by the Court, and shall confer full authority on the "Court to make calls, or to enforce calls made by the liqui 66 66 66 66 dators, and to exercise all other powers which it might have "exercised if an order had been made for winding up the company altogether by the Court and in the construction "of the provisions whereby the Court is empowered to direct any act or thing to be done to or in favour of the official liquidators, the expression official liquidators shall be deemed "to mean the liquidators conducting the winding-up subject "to the supervision of the Court."-25 & 26 Vict. c. 89, s. 151. 66 (d.) Appointment and Powers of Liquidators. In the order directing a winding-up subject to supervision. or in any subsequent order, the Court may direct the appointment of additional liquidators : 66 "Where any order is made by the Court for a winding-up subject to the supervision of the Court, the Court may, in () The following is the Form : “No. 4. Order for Winding up, subject to Supervision. [25 & 26 "The Master of the Rolls [or, "Vice-Chancellor day, the day of . 186 In the matter, &c. Upon the petition &c., his honor, [or, this Court] doth order, that the "voluntary winding-up of the said Company be continued, but subject "to the supervision of this Court; And any of the proceedings under the said "voluntary winding-up may be adopted as the Judge shall think fit. And the "creditors, contributories, and liquidators of the said Company, and all other "persons interested, are to be at liberty to apply to the Judge at chambers as "there may be occasion." "such order or in any subsequent order, appoint any addi- The Com"tional liquidator or liquidators; and any liquidators so ap- panies Act, "pointed by the Court shall have the same powers, be subject 1862, s. 150. "to the same obligations, and in all respects stand in the same "position as if they had been appointed by the company: The "Court may from time to time remove any liquidators so "appointed by the Court, and fill up any vacancy occasioned "by such removal, or by death or resignation."-25 & 26 Vict. c. 89, s. 150. 66 "Where an order is made for a winding-up subject to the The Com"supervision of the Court the liquidators appointed to conduct panies Act, "such winding up, may, subject to any resolutions imposed 1862, s. 151. by the Court, exercise all their powers without the sanction 66 66 66 66 or intervention of the Court, in the same manner as if the company were being wound up altogether and voluntarily. "-25 & 26 Vict. c. 89, s. 151 (s). pointed by Court to act as official "Where an order has been made for the winding-up of a Voluntary "company subject to the supervision of the Court, and such liquidators "order is afterwards superseded by an order directing the com- may be appany to be wound up compulsorily, the Court may in such "last-mentioned order, or in any subsequent order, appoint the "voluntary liquidators or any of them, either provisionally or permanently, and either with or without the addition of any "other persons, to be official liquidators.”—25 & 26 Vict. c. 89, s. 152. 66 SECTION V.-JURISDICTION AND PROCEEDINGS IN WINDING- The Companies Act, 1862, s. 152. to transfer In the preceding sections of this chapter we have considered Jurisdiction the original and exclusive jurisdiction possessed by the County of High Court Court, especially in the winding-up of industrial and provident winding-up societies and building societies. In addition, however, to this proceedings jurisdiction, the County Courts likewise possess a derivative to a County jurisdiction which will now be briefly described. Court. of County Where the Chancery Division of the High Court makes an Derivative order for winding up a company under "The Companies Act, jurisdiction 1862," it may, if it pleases, instead of allowing the subsequent proceedings to be carried on in the High Court, refer them to a County Court. On this subject, "The Companies Act, 1867," provides as follows : "Where the High Court of Chancery in England makes an "order for winding up a company under the principal Act, it "may, if it thinks fit, direct all subsequent proceedings to be had in a County Court held under an Act of the session of (*) See this section in full, supra, p. 1194. Courts in regard to the winding-up of public companies. After order to wind up made in High Court, sub |