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LINDLEY, M.A., OF LINCOLN'S INN, ESQ., BARRISTEn-AT-LAW, LONDON : SWEET AND ^lAXWELL, Limited, 3, CHANCERY LANE, MEREDITH, RAY, AND LITTLER, iL\NCHESTER ; HODGES, FIGGIS, & CO.; AND E. PONSONBY, Dl'BLIX; TH ACKER, SPINK & CO., CALCUTTA ; G. F. MAXWELL, MELBOURNE & SYDNEY. 181)1. LONDON BSADBUllY, AGNEW, & CO. HMD., PRIKTERS, WHITEIRIARS. T U445c TABLE OF CONTENTS. PAGK Cases cited ^'^ Statutes and Rules cited ^ Addenda .....•> ^i Directors' Liability Act, 1890. Introduction ....... ... Liability for untrue statements in a prospectus under section 3 Indemnity under section 4 Contribution under section o Text of tlie Act . • 1 :i 7 8 10 Companies (Memorandum of Association) Act, 18'.)0. Introduction . . L3 Text of the Act H Companies (Winding up) Act, 1890. Introduction to Act and Rules ." . . .... 17 Courts having Jurisdiction over the wiudiuL; up of Companies . 18 The Board of Trade 20 The Ofhcial Receiver 20 The Committee of Inspection 23 The Liquidator 25 Table showing correspondence with the Bankruptcy Acts, 1883 and 1890, and Bankruptcy Rules of 1886 and 1890 39 The Act. Arrangement of sections . 43 Text of Act with notes 44 General Rules. Contents of Rules 71 Text of Rules with Notes 7(J Appendix. Contents of A]ipendix . 108 Forms * ... 110 Orders of the Lord ChancLdlor IGG Order as to Fees 167 7G1723. Yl TABLE OF COXTKXTS. PAGE CoJirANiEs (Winding ur) Act, 1890- coniinucd. Orders of tlie Board of Trade. Appointing Inspector-General in Companies Liquidation . .170 Appointing Ollicial Receivers . 171 Statements by Liquidators in pending liquid;ltion^^ . . . 172 Unclaimed or Undistributed Assets 176 Addknda to tki: Law of Companies 177 INDEX 201 INDEX OF CASES. An attempt lias bsan made, to collect under the name of caeli company the cases reported in connection with its winding up; but the references to those cases will \os^n([net, ex parte Bridgewater Navigation Co, 187, 193, 196 Brighton and Dvke Railway Co . 186, 197 Bristol Athenseuni . Joint Stock Bank British Joint Stock Bank Nation Life Ass. Ass. Brown, ex parte Building Societies Trust, Ld Burland's Trade Mark . 199 191 191, 192 . 194 62 192 182, 189 Callao Bis. Co. Cannon, ex parte Carter, ex parte Cawley and Co. Christie v. Northern Counties Ben P.uild. Soc. ... ISO Coates, ex parte Cocks, ex parte .... Colquhoun v. Brooks V. Heddon .... Colonial Bank v. Cady and Williams Combined Weighing, &c. , Machine Co. . " . . . 19], Court Bureau, Ld. . . . . Crickmer's case .... Criterion Gold Mining Co. . . Crown Bank . 179, 'l84, 189, 191, PAGE , 198 107 62 197 197 187, 198 192 xi 195 192 192, 193 O'Malley, re. CuUerne i\ Lomlon and Suburban Pniild. Soc. . . , 185, 193 Dale and Plant, Ld. . 179, 185, 194 D'Arcy r. Tamar, &c. , Railway Co, 180 David, re 186 Davics' case . . . 193, 194 Davis and Co. v. Howard . . 188 Dawes, ex parte .... 46 Denham and Co. .... 5 Derry v. Peek . . . 1, 2, 6, 178 Dewhurst v. Clarkson . . 193 Dodds, re . . ... 35 East and West India Dock Co. . 197 Eastern and Midlands Railway Co. 182 Ebsworth and Tidv's Contract . 194, 198, 199 Eden v. Ridsdale Railwav Lamp, &c., Co. . . . ' . 1S4, 185 Empire Mining Co. . . . 194 . 196, 197 185 . . G2 179, 183, 184, 1S5, 186, 187, 196 Fiiimstoxe's case Fontaine's case French, 7X , 185, 195 . 199 . 45 Gatlikg Gun, Ld. . . . 186 Gibbs and Son r. Societc, &c., des Metaux 198 Gilbert's case .... 187 Glasier v. Rolls . . . . 178 Gvahaim. ex paiie . . . . 194 Great Britain, kc, Assoc, v. Wyllie 178 Mil INIU'.N. OF CASKS. Great Xoitlieiii Salt and Clicmical "Works. Kennedy, r.r ]>firfc. fW-rsliain Life Ass. Soc. v. Styles , 197 Giillitli V. round . . .181 Haogin v. Coniiitoir d'Eseoniptc 182 JIaniilton i\ IJaker . . . . 193 llanly, c' par/c . . ISl, 182 Hare, <•.'• parte .... 94 llar}.er r. I'aget . . . . 190 llnninf^tou v. Victoria (iraviug Dock Co. . . . 184, 185 Hartley's ease . . . . 195 Henderson v. Uank of Australasia, 183, 190 Henry I'ound, Son and lluteliins 48, 181, 190, 103, 194 Home c' l]uihl. Soc. r. Aizluwoinl . 180, 184, 185, 198 Sheppavd v. SciiiJc, runjauli and Dellii Railway t'o. 196 Sibuii i'. Tearce . 190 198 Sidebotham, ex parte 6:5 Skegness Trannvay Co. 179 Hanly, ex parte. Soanes, e.c parte 46 Societe Cockrill, ex parte 62 Solicitor, re, a r>2 Sovereign Life Assurance Co. 192, 197 199 Standard Portland Cement Co 192 Starey v. Chihvorth Cunpowdcr Co . 4 172 Strawbridge, ex parte 62 Sunderland, &c., Building So< iety 188, 196 Swaine v. AVilsoii 19S Thomi'sox, re 186 Tliurso New Gas Co. . 193 197 Todd V. Moorhonse . 189 Torkington, ex parte . 107 Trevor v. AVhitworth 180 Tussaud V. Tussaud 179, 190 Union Bank of Kingston-upon- HuU 197 Union Plate Glass Co. . . . 186 United Kingdom Land and l)iiihling Association . . 56 United Kingdom Mutual, kc, Association?;. Nevill . . . 17S Uxbridgc and Eickniansworth Kailway Co. . . . 178, 197 Vaxdeui.index, er parte 107 Wainwimcht, o" ^->a/-fc . . 178, ISO Watkins v. The Scottish Imperial Lisurance Co. . . . 182, 199 West Riding, kr., I'nilding Society \ . . . 188, 196 Wey and Orun .Tunctiou Canal Co 192 Whaley Bridge Printing Co. v. Green . . . '. . 184, 185 Whitehouse & Co. . . . 1 94 AVieland, re . . . . . 46; Whittaker v. Kershaw . , 19.5- Williams r. Colonial Bank , 187, 19S Wilson V. Miles Platting Building Society 196 AVood, ex jKirte . . . . 69 — — V. Odessa Waterworks Co. . . . 186, 189 L.C.S. ( X ) INDEX OF STATUTES, (J 25 yi & 36 & CO. 1, c. ]!) . i Will. IV. c. li §■28 . 7 Win. IV. e. GO . 17 Vict. c. 70 26 Vict. c. 89 Tlie Coinpaiiics ,^ 12. s y-'> . i? 22. S r.i . S t)2 . ^ ? 91 . S 92 20, 27 J? 9.-!. S 94 . i? 9.') . S 90 . S 97. >; i»8 . § 99 . § 100 . S 102 . § 107 . 55 112. KJ. Dele "not." ,, 33, line '>. For " tliis section,'' irad "section 13 of the Act of 1S90." ,. 44, section Tliis sub-section iloes not apply wliere the petition has heeu 1 ('3). presented before the Lst of Januarv, 1891. See the Londvii y > 1 ; i ., 64, section See an order of the Board of Trade appointing an Inspector 27 (1). (ieneral in Companies Liipiidation, infra, p. 170. ., 77. /At present there is no seal of the Court in existence. The ,,115. I omission from the affidavit of service of the petition (Forms 14 and 15) of the words relating to tlie seal of the Court does not invalidate the proceedings. See Court Burrau Linufrd, \\. N. 1891, 9. ,, 107. For an order made by the Board of Trad'' under Kule 175. see /////•'/, p. 172. SUPPLEMENT LAW OF COMPANIES. THE DIRECTORS' LIABILITY ACT, 1890. ^ ■ 53 & 54 Vict. c. G4. INTRODUCTION. This Act was occasioned b}'' the decision of the House of Lords in tlie case of Dcrri/ v. Peek (1889) (a). The substance of that case is given in the Law of Companies, p. 97. The prospectus of a tramway company stated that the company had power to use steam. In fact it had not ; and the directors of the company knew it had not (/>), but they belitved that the power to use steam couhl be, and woukl be, obtained without difficulty and coukl not be refused. In this, liowevcr, they were mistaken. The House of Lords decided that an action for damages will not lie against a person for an untrue state- ment made by him, unless he is guilty of fraud ; and that he is not guilty of fraud if he honestly believes the statement to be substantially true, though he may have no reasonable ground for his belief, and may have been guilty of some carelessness in making the statement. The absence of reasonable grounds (a) 14 A])p. Ca. 337, overruling 370. The whole difficulty of the case the decision of the Court of Appeal turned on this. But the belief that and restoring the decision of Stir- the powers would be obtained as a ling, J., reported 37 Ch. Div. 541, matter of course prevented the un* (ft) See 37 Ch. D. 557 and 558, truth from being fraudulent, and 14 App. Ca. 348 and 353, 378, L.C.S. B DIUKCTOKs' MAIilLITV ACT, 1890. for liis bcliff and his carelessness in making the statement are evidence, bnt not necessarily conclusive evidence, of the absence of any real belief of the truth of the statement and the consequent presence of frauil. 'J'he principle of thi>> decision is ap}ilii'al)le to all negligent misstatements and not merely to those contained in a com- pany's prospectus. The statute in question, however, does not deal with the principle of the decision, but excludes a limited class of cases from its operation. J. ike so many modern Acts of Parliament it is framed to meet a particular grievance and docs not replace an unsound doctrine, which leads to unfortunate results, by a souiuler principle which woidd avoid them. Instead of altering the law relating to negligent state- ments generall}', the Act deals oidy with such statements in a company's prospectus. The Act may be divided into two parts, viz., the 3rd section, whiidi deals with the liability of directors and others, who issue prospectuses containing untrue statements, towards third .parties, and both extends that liability and renders its proof more easy; and sections 4 and 5, which deal with the rights of such directors and other persons uifrr se, and give them, as some compensation i'or the increased liability thrown upon them by the 3rd section, certain rights of indeninity and con- tribution which they would not otherwise enjoy. Apiilii-atiou ct' Before considering the contents of these sections in detail, the 2nd section calls for remark. It gives rise to the important question whether the Act is limited to companies formed or registered under the Companies Acts 1802 to 181)0. It is diflicult to see what the section means if it does not confine the operation of the Act to those companies. On the other hand it is equally difficult to sec any reason why directors of such companies should be exposed to greater liability than, or be in a diiferent position from, directors of railway and other companies governed by the Companies Clauses Acts; but a pre- cedent for such a distinction may probably be found in § 38 of Companies Act, 1867. This limitation, if it exists, is the more remarkable ns the misstatement, which gave rise to the case of Den 1/ V. Prch, was contained in a prospectus which related to a tramway company incorporated by a special Act and not the Aet. INTRODUCTION'. P governed by the Companies Act, 1862, and the Acts amending it(c). The contents of the present Act and tlie alterations intro- duced by it into the existing law will, it is hoped, be apparent from the following examination of its provisions. Liability for untrue statements in a j^rospectus, under § 3. In order to give rise to an action under § 3 of this Act, it is Grounds for an action under § 3. necessary — 1. That a prospectus or notice inviting persons to subscribe for shares, debentures, or debenture stock of a company shall have been issued since the commencement of the Act, i.e., since 18th August, 1890. 2. That an untrue statement {(J) shall have been contained either i) in the prospectus or notice, or ii) in a report or memorandum a) appearing on the face of the prospectus or notice, or h) b}^ reference incorporated therein, or c) issued therewith. 3. That the person seeking redress shall have sub- scribed ((?) for a share, debenture, or debenture stock on the faith of such prospectus or notice {/) ; and lastly, (c) It may be noticed as pollmps untrue statement, throwing some light on this section (e) "Subscribe for," i.e., apply that § 3 (3) speaks of iseuing deben- for an allotment of shares, not pur- tiires to obtain capital ; such an chase them from persons to whom expression is quite inappropriate to they have already been issued. See companies governed by the Com- Peck v. Ltarne\), L. E. 6 H. L. 377. panics Acts, 1862 to 1890, but not (/) In an action for deceit a so much so to companies governed plaintilt' has not only to prove that by the Companies Clauses Acts, for he relied on the prospectus, but that the Eailway Companies Securities he relied, partly at least, upon the Act, 1866 (29 & 30 Vict. c. 108}, nntrue statement. See Lindley on speaks of '•' loan capital.'' the Law of Companies, p. 71, and {(1) Notice that the Act contains cases there cited. This is probably no mention of fraud, nor in any so under the Act ; consider the words way refers to the honesty or dis- *' sustained by reason of any nntrue lionesty of the person making the statement." DIRKCTORS' LIAiniJTY ACT, 1890. Ohjcct of the action. Persons liable under the act. 4. Tliat such person shall have sustained loss or damage by reason of the initrue statement. The object of tlie action is to recover compensation for the loss or damage sustained by reason of the untrue state- ment in). The following i)ersons (A) nve jn'iiiui jUcic liable to pay such compensation, namely, every person who 1) is a director of the company at the time of the issue of the prospectus or notice ; 2) having authorised such naming of him, is named in the prospectus or notice as a) a director, or as h) having agreed to become a director either immediately or after an interval of time ; 3) is u promoter of the company and has taken part in the preparation of the prospectus or notice or of the portion containing the untrue state- ment {0 ; 4) has authorised the issue of the prospectus or notice (/.•). (17) The measure of damages will be the same as in an action of deceit. As to this, see Lindley on the Law of Companies, p. 90. See also note (/). (/i) By the Interpretation Act, 1889, § 19, "person," unless a con- trary intention appears, includes any body of persons corporate or nnincor^iorate. It seems, therefore, possible that a promoting,' company, or even the company, for Avhose shares or debentures subscription is invited, if it be in existence when the prospectus is issued, may be held liable luider this section as being within the ."ird or 4tli class of persons mentioiied in the section. The Act makes no mention of fraud, and, therefore, the difficulty felt in making a company liable for damages in an action of deceit does not arise (see on this point Lindley on the Law of Comjianies, .pp. 210 and 216, and com])are Sturey v. Chilirurtlt Gunpovxlcr Co., 24 Q. B. D. 90), and the diflTiculty in the way of a person who seeks to recover damages from the company whose shares he has been induced by an untrue statement to purchase, arising from his position as a mem- ber of the company (see i)cr Lords Cairns and Selborne, in Houldsworth V. City of GUmjoxi: Ban!:, 5 App. Ca. ])p. 324—326 and 329) is confined to cases in which the shareholder cannot or does not rescind his contract. (i) This does not include any person by reason of his acting in a professional capacity for persons engag(;d in procuring the formation of the company, § 3 (2). (/c) In an action imder this statute, unless the plaintifl" has proved the defendant to be a member of one of the three first-mentioned classes of persons, he is under the same neces- sity of proving that the defendant authorised the issue of the prospec- IXTKODUCTIOX. A plaintiff who has proved the four facts above-mentioned Kuraen of proof. upon which an action under this section is based, the amount of his damage, and that the defendant is one of the persons prt)nd facie liable will, except in one case, have proved all that is necessary to establish a prima facie right to the relief which he seeks. The exception alluded to is contained in § 3 (3) (/), Exception in ■^ _ , favour of and relates only to directors of a company in existence at the directors of passing of the Act, which has already issued shares or debentures, companies. In such a case, in order to make a director liable for an untrue statement contained in a prospectus or notice issued for the purpose of raising further capital, by subscriptions for shares or debentures, the plaintiff must prove that the director authorised the issue of the prospectus or notice or has adopted or ratified it. The defendant may, however, escape liability under this Defences uiukr .. . . this section, section by provmg — A. With respect to every such untrue statement : 1. not purporting to be made on the authority of an expert or of a public official document or state- ment, tus as in an action for deceit. It is conceived that "authorised" in this subsection would include subse- quent adoption or ratification. See Peek v. Derry, 37 Cli. Div. p. 569, and Denham d; Co., 25 Cli. D. 752 ; but see § 3 (3), where authority, adoption, and ratification are all expressly mentioned. (/) It would seem tiiat the issue of the shares and debentures referred to in the opening words of this sub- section must have taken place before the commencement of this Act, other- wise the following absurdity would arise. The directors of a company existing at the passing of the Act which had not issued any shares or debentures Ijefore the passing of the act would not be entitled to the benefi^t of this subsection the first time they issued a prospectus for shares or debentures but would be entitled to this benefit on any sub- se(|Uent issue of a prospectus. The subsection only refers to sliares and debentures, while the first subsection mentions shares, debentures, and debenture-stock. There can be no reason for the omis- sion of debenture-stock in the third subsection, at the same time there is a ditliculty in construing debentures as including debenture-stock in the third subsection when they are both expressly mentioned in the first subsection. Consider also the title of the Act ; and Attree v. Haice, 9 Ch. Div. p. 349, where, however, it shoidd be remembered that James, L.J., was dealing with debenture- stock issued under §§ 22 — 24 of the Companies Clauses Act, 18G3. The subsection only extends to direc- tors and not to any of the other per- sons mentioned in the first subsection. The subsection is only expressed to extend to imtrue statements in the ])rospectus or notice itself ; the words of the first subsection are nnFCTODs' MAHILITY ACT, 1800. that lie Imd reasonable ground to believe and did up to the time of allotment believe (//() that the statement wan true {n) ; 2. purpoiting to be a statement b}- an engineer, valuer, accountant, or other expert (o), tliat the untrue statement fairly represented the statement of such person ; 3. contained in \vhat purports to be a coin- of or extract from a report or valuation of an engineer, valuer, accountant, or other expert, that the untrue statement is a correct and fair copy of or extract from such report or valuation : If the defendant proves what is above stated to be re- quired of him in the two last-mentioned cases, he will still be liable if it is proved (and the onus here is upon the plaintiff), that he had no reasonable ground to believe that the person making the state- ment, report or valuation, was competent to nudve it (oo) : 4. purporting to bo a statement by an ofticial person, tliat the untrue statement is a correct and fair representation of such statement ; 5. contained in what purports to be a copy of, or an ex- tract from a public official document that the untrue statement is a correct and fair copy of or extract from such document. B. AVitli respect to his responsibility for the untrue state- ment : 1. that having consented to become a director of the wider. See uls'o §§ 3 (2), 4 and 5, not Leiieve or did not liave any and infra, p. 7. reasonable f,'round for belie\in^ in (?/i) Apart from this statute if a the continuance of its truth I director did believe, and this was (n) Ivxpert includes any person proved, the reasonableness or un- whose profession gives authority to reasonableness of the ground of his a statement made by him. See belief was immaterial. See Derrij v. § .3 (4). PeeJi, 14 App. Ca. 337. (oo) The honesty or dishonesty of (n) Qu. will this be a sufficient the expert, whether known or not, defence if the statement was true is apjiarently ininiaterial for the when made, but has since become purposes of this Act. false, and the defendant either did ixTROPrcTiox. y company, he witlitlrew his consent before the issue of the prosjiectus or notice, and that the prospectus or notice was issued without his authority or consent; or 2. that the prospectus or notice was issued without liis knowledge or consent and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without his know- ledge or consent {p) ; or - 3. that after the issue of such prospectus or notice, and before allotment thereunder, he on becoming aware of any untrue statement therein, withdrew his consent thereto, and caused reasonable public notice of such withdrawal and of the reason there- for to be given (q). Fihlhi to indcmniti/ }iud('r^4. The persons entitled to an indemnit}' under § 4, are any Persons entitled person named in the prospectus or notice as a director, or as [^n^i'^r*?^']'''^"^ having agreed to become a director, avIio has not consented to become a director or has withdrawn his consent before the issue of the prospectus or notice, and has not authorised or consented to the issue thereof. The persons liable to indemnify such persons are : — Persons liable 1. Directors other than those without whose knowledge or lUre'-to™." ^ consent (;•) the jn-ospectus or notice was issued, and 2. Any other person who authorised the issue of the pro- spectus or notice. It is conceived that prospectus or notice in this and the Prospectus or following section includes any such report or memorandum as is mentioned in § 3. (jj) The first two defences under tested against its issue and given this head are not applicable in oases public notice that it was issued in which the plaintiff has to prove without his consent. Sed qu. and that the defendant authorised the see Mr. Bower's edition of the 1)1- issue of the prospectus. The words rectors' Liability Act, 1890, p. 128. '•' without his knowledge or con- (q) Qu. how far this is a good sent" may possibly i:)revent any defence apart from the statute, jwrson raising this second defence see Arnison v. ^rnifh, 41 Ch. Div. who knew of the issrte of the pro- 348. spectus, although he may have pro- (;•) See, as to the-e words, n-^ite (;)). notice. directors' liability act, 1800. Extent of in* deiunity. The iiulemuity is ngainst all damnges (s), costs, charges, and expenses to which the i)erson entitled to the indemnity may he made liahle hy reason of" this name having hcen inserted in the l)rospectiis or notice, or in defending liimself against any action or legal proceeding brought against him in respect thereof. Coiitrihiition niuJcr § 5. Persons cntitleil. 1'' very person who has become liable to make any payment under the provisions of this Act by reason of his 1. being a director, 2. being named as a director, 3. being named as having agreed to become a director, 4. having authorised the issue of the prospectus, is entitled to contribution, under § 5. Persons liaUe. Any person who, if sued separately, would have been liable to make the same payment is liable to contribute towards its payment, that is to say, if the person seeking contribution Beeks it in respect of damages which have been recovered from him under § 3 of the Act, the persons liable to contribute will be i)ersons against whom such damages might have been recovered ; if the person seeking contribution seeks it in resjiect of any indemnity he may have had to pay under § 4, the ])ersons liable to contribute will be persons who were themselves liable to pay the indemnity. The right to contribution is the same as in cases of contract. ]^y virtue of this section, if a plaintiff brings an action under this Act against one or some only of the persons who are liable to him, a defendant may make use of the third party pro- cedure for the purpose of obtaining contribution or indemnity from his co-defendants, and the other persons who are liable to the plaintiff (/). Contribution. It will be observed that the right of contribution is limited to persons liable to make any payment under the provisions of this Act ; it would, therefore, seem that if the plaintiff brought Nature of rif/lit. Tliinl ]iaity l>rocc<.Uire. (s) From a coiujiarisoii of this section ■with § 3 (see, especially, supra, Defence B 1 ), it would ap[jear that any iK-rson entitled, to indem- nity luukv Ihi'^ section has a ^'ood defence to an action under § 3. (0 See R. S. C. Order xvi. Rules 48-55, and notes thereon in the Annual Practice. INTRODUCTION. nn action for damages for deceit against one or some only of the persons liable to him and did n(jt proceed under this Act, the defendant would not be entitled to contribution under § 5. A promoter who has taken part in the preparation of the Promoter prospectus but has not authorised its issue, may be liable under § 3 if he knew of its issue, or, if the prospectus was issued witiiout his knowledge or consent, if he has not given reason- able public notice that the prospectus was issued without his knowledge or consent, and consequently may be liable under § 5 to pay contribution to another from whom damages have been recovered under the third section (u), but unless he has authorised the issue of the prospectus he does not api^ear to be liable either to indemnify a director under § 4 or to contribute to such indemnity under § 5, or to be entitled under § 5 to contribution towards any damages which may have been recovered against him under the third section. Sed qu. if a promoter is entitled to contribution in any event. {u) See the wording of § 3 (1), tlie (.lefinition of a promoter in § 3 (2), and the final words in § 5. 10 Dinr.CTons' i.i.vr.ii.iTV act, 1800. Short title. Construction. Lialiility for statements in prospectus. ])II^ECTORS' LIABILITY ACT, 1890. 53 & 54 Vict. c. 04. An Act to amend the Jiaw relating to the Liability of Directors and others for Statements in Prospectuses and other Docu- ments soliciting applications for Shares or Debentures. [ISth August, 1890.] Be it enacted by the Queen's most Excellent INIajest}', by and witli the advice and consent of the Lords Spiritual and Temporal, and Connnons, in this present Parliament as- sembled, and by the authority of the same, as follows : 1. This Act may be cited as the Directors' Liability Act, 1890, 2. This Act shall be construed as one with the Companies Acts, 1862 to 1890 (.r). 3. — (1.) ^Vhere after the passing of this Act a prospectus or notice invites persons to subscribe for shares in or debentures or debenture stock of a compam-, every person who is a director of the company at the time of the issue of the prospectus or notice, and every person who having authorised such naming of him is named in the prosi)ectus or notice as a director of the company or as having agreed to become a director of the com- pany either immediately or after an interval of time, and ever}'' promoter (//) of the company, and every person (:;) who has authorised the issue of the prospectus or notice, shall be liable to pay compensation to all persons who shall subscribe for any shares, debentures, or debenture stock on the faith of such prospectus or notice for the loss or damage the}' may have sustained by reason of any untrue statement in the i)rospectus or notice, or in any report or memorandum appearing on the face thereof, or by reference incorporated therein or issued therewith, unless it is proved — {a.) AVith respect to every such untrue statement not pur- porting to be made on the authority of an expert (a), or of a public official document or statement, that he had reasonable ground to believe, and did up to the time of the allotment of the shares, debentures, or debenture stock, as the case maybe, believe, that tlie statement was true ; and (;/•) Sec !i}(pra, ]). 2. (;/) .SVo iiifni, sul)-?('C. (2). (.•.) Pee Kiipm, p. 4, note (/<). {(i) See /"//■", Puli-scc. (4). 53 ^ 54 VICT. c. 04. '11 (h.) With respect to every such untrue statement purporting ^'^c*'- ^- to be a statement by or contained in what purports to be a copy of or extract from a report or vahiation of an engineer, vahier, accountant, or other expert, that it fairly represented the statement made by such engineer, vahier, accountant, or other expert, or was a correct and iiiir copy of or extract from the report or vahiation. Provided always, tliat notwithstand- ing that such untrue statement fairly represented the statement made by such engineer, valuer, accountant, or other expert, or was a correct and fair copy of * an extract from the report or valuation, such director, * Sic Qu. person named, promoter, or other person, who autho- rised the issue of the prospectus or notice as aforesaid, shall be liable to pay compensation as aforesaid if it be proved that he had no reasonable ground to believe that the person making the statement, report, or . .;. valuation was competent to make it ; and (c.) With respect to every such untrue statement purporting to be a statement made by an official person or con- tained in what purports to be a copy of or extract from a public official document, that it was a correct and fair representation of such statement or copy of or extract from such document, or unless it is proved that having consented to become a director of the company he withdrew his consent before the issue of the prospectus or notice, and that tlie prospectus or notice was issued witliout his authority or consent, or that tbe prospectus or notice was issued Avithout his knowledge or con- sent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was so issued without his knowledge or consent, or that after the issue of such prospectus or notice and before allotment thereunder, he, on becoming aware of any untrue statement therein, witlidrew his consent thereto, and caused reasonable public notice of such with- drawal, and of the reason therefor, to be given (h). (2.) A promoter in this section means a promoter who was a party to the preparation of the prospectus or notice, or of the portion thereof containing such untrue statement, but shall not (h) See for analysis of this sub-section, siqmi, pp. 3 — 7. 12 directors' liability act, 1890. Sects. 3—5. Indemnity where name of person has heon improperly in- serted as a director. Contribution from co-di- rectors, ie. include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of tlio company (r). (3.) AVhere any company existing at the passing of this Act, Avhicli lias issued shares or debentures, shall be desirous of obtaining further capital by subscriptions for shares or deben- tures, and for that purpose shall issue a prospectus or notice, no director of such company shall be liable in respect of any statement therein, unless he shall have authorised the issue of such prospectus or notice, or have adopted or ratified the same ((/). (4.) In this section the word " expert" includes any person whose profession gives authority to a statement made by him. 4. AVliere any such prospectus or nt)tice as aforesaid con- tains the name of a person as a director of the company, or as having agreed to become a director thereof, and such person lias not consented to become a director, or has withdrawn his consent before the issue of such prospectus or notice, and has not authorised or consented to the issue thereof, the directors of the company, except any without whose knowledge or consent the prospectus or notice was issued, and any other person who authorised the issue of such prospectus or notice shall be liable to indemnify the person named as a director of the com- pany, or as having agreed to become a director thereof as aforesaid, against all damages, costs, charges, and expenses to which he may be made liable by reason of his name having been inserted in the prospectus or notice, or in defending him- self against any action or legal proceedings brought against him in respect thereof (c). 5. Every person who by reason of his being a director, or named as a director or as having agreed to become a director, or of his having authorised the issue of the prospectus or notice, has become liable to make any payment under the provisions of this Act, shall be entitled to recover contribution, as in cases of contract, from any other person who, if sued separately, would have been liable to make the same payment (/). ((•) See as to the pusition of a («) See, on this section, supra, promoter, supra , p. 9. p. 7. ((0 See, on this sub-section, s»2/?v(, (/) See, on this section, sup-a, p. 5, note (/). p. «. COMPANIES (m]:mor.vndum of association) act, 1890. 13 COMPANIES (MEMORANDUM OF ASSOCIATION) ACT, LS90. 5:3 .^- 54 Vict. c. G2. INTRODUCTION. Pkeviously to the passing of this Act a company registered nnder the Companies Act, 1862, conhl not alter its memo- randum of association (a) except by increasing (h) or re- ducing ((■) its orighial capital, by consolidating {d) or sub- dividing (e) its shares, bj' changing its name (_/'), or, in certain cases, by limiting its objects so as to avail itself of the Mortgage Debenture Act, 1865 {(/). The present Act enables the memorandum of association to be altered with respect to the objects of the company if such alteration is required for the purposes mentioned in § 1 (5) of the Act. It also enables a registered company which is governed by a deed of settle- ment to alter its deed of settlement with respect to its objects, if such alteration is required for such purposes, and also to change its constitution by substituting a memorandum and articles of association for its deed of settlement either with or without such alterations with respect to its objects. Any alterations in the memorandum of association or deed of settlement under this Act must be confirmed by the court before they can take effect. And the order of the court with the memorandum of association or deed of settlement as altered, or with the new memorandum and articles of associa- tion, as the case may be, must be sent to the registrar of Joint- stock companies for registration. For the manner in which the confirmation of the court is obtained, the notices to be given and the consents required, the reader is referred to the provisions of the Act itself, which are short and clear and seem to need no explanation. («) See 25 & 26 Vict. c. 89, § 12, d scq. and Liudley on tlie Law of Cora- ((/) 25 & 2(5 Vict. c. 80, § 12. panics, pp. 334 and 343. {e) 30 & 31 Vict. c. 131, § 21. (b) lb., § 12. (/) 25 & 26 Vict. c. 8!), $ 13. (c) 30 & 31 Vict. c. 131, § 9 ((j) 28 & £9 Vict. c. 78, § 3, et scq., and 40 & 41 Vict. c. 26, § 3 amended by 33 & 34 Vict. c. 20. E£ COMI'ANIES (memorandum OF ASSOCIATION) ACT, 1800. COMPANIES (MEMORANDUM OF ASSOCIATION) ACT, 1890. 53 & 54 Vict. c. G2. An Act to give further powers to companies with respect to certain instruments under which they may be constituted or regulated. [I8th Aiifjiist, 1890.] Bk it enacted by the Queen's most Excellent Majesty, by and witli the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament as- sembled, and by the authority of the same, as follows : Power for !• — (!•) Subject to the provisions of this Act, a compan}' objecL°OTlornr I'^gistercd uudtT the Companies Acts, 18G2 to 1886, may, by of constitution special resolution (/<), alter the provisions of its memorandum subject to con- tinnation by of association or dccd of settlement with resi)ect to the objects of the company, so far as may be required for any of the purposes hereinafter specified, or alter the form of its constitution by substituting a memorandum and articles of association for a deed of settlement, either with or without any such alteration as aforesaid with respect to the objects of the company, but in no case shall any such alteration take effect until confirmed on petition by the court which has jurisdiction to make an order for winding up the company (?"). (2.) Before confirming an}' such alteration the court must be satisfied — (a.) that sufficient notice lias been given to every holder of debentures or debenture stock of the company, and any persons or class of persons whose interests will, in the opinion of the court, be affected by the altera- tion ; and (h.) that, with respect to every creditor who in the opinion of the court is entitled to object, and who signifies his objection in manner directed by the court, either his consent to the alteration has been obtained or COUlt. (/() See Companies Act, 18(52, § 51. {{) See Companies (Win, fi. and 178. ( f ) Compare this with the >tate- nient of the lonuer "law in Lindley on the Law of Companies, i)ii. ()lo and (51(5. Sections 1-3 of this act are substituted for § 81 of the act of 18(52, and §§41 to 4(5 of the act of 18(57, which arc repealed l»y the ]>resent enactment. {(j) For the form nf iietitiou see Forms 12 and 13 ; and for the rules reguhitin;^ the ad\ ertisement, ser- vice, and verification of the petiticn see Rules 34-37 and Forms 14 to 17 ; and as to the costs of the petition, see Rule 31. For the form, service, and notice of the winding- up order, see Rules 38-41 and Forms 18-20. THE COURT. (2) 111 the case of a company situate in a county court district attached to the High Court for the purposes of this jurisdiction hy the liurd Chan- cellor, the capital of which paid up or credited as paid up does not exceed 10,000/. (§ 1 (5)). The jurisdiction of the High Court is, until further order, to he exercised hy Judges of the Chancery Division to Avhom for the time heing cliamhers are attached {li). 2. The Chancery Courts of the counties Palatine of Lan- caster and Durham, In the case of a company situate within the jurisdic- tion of such courts whose capital paid up or credited as paid up exceeds 10,000/. (§ 1 (2)). This jurisdiction is concurrent with that of tlie High Court. 8. The Stannaries Court, In the case of a company formed for working mines within the Stannaries, and which is not shown either to he actually working or to have entered into a contract to work mines heyond those limits, or to he engaged in, or to have contracted to engage in, any other undertaking beyond those limits (§ 1 (4)). 4. The County Court (?) which has jurisdiction in bank- ruptcy (j). In the case of a company situate within the district of the county court or within a district attached to it for the purposes of this jurisdiction by the Lord Chancellor (/••), the capital of which paid up of credited as paid up does not exceed 10,000/. These county courts have, for the purposes of wind- ing up, all the powers of the High Court (§ 1 (6)). It should also be observed that proceedings are not invali- dated by being taken in the wrong court (§ 1 (7)), that the Act (/() See § 2 and the order by the (j) See § 1 (.')), and the order l>y Lord Chancellor under tliat section the Lord (,'liancellor under that dated 29 Nov., 1890, printed !»/'•"• section dated 29th Nov., 1890, (i) For the place and times f(n' printed infra, and Eule 15. sittings of County Courts, see Rules (/.•; See last note. 18 aul 19. c 2 19 20 THE coMrANiKS (\vixni\(; vv) act, 1890. makes provision I'oi' the transter of proceedings IVoni one court to another (/), and for their retention in the court in uhich they liave been, though wrongly, commenced (^^ B (1)), and for the statement of a special case for the opinion of the High Court by a judge of the county court or of the Stannaries Court (§ 3 (3)). 77/r Ihuird of Tradr. The nonnl of 'j'jj^, ]»,,ar(l of 'i'radc is entrusted Avith the general control T'a'lc. . . . . '^ , . and custody of all monies received in the course of wniding-u}) proceedings under the Act ; and provision is made for the investment of such part of those monies as is not immediately re(piired (iii) ; and for the keeping of proper accounts (n). 'J'he only duties of the Board of Trade which need detailed examination in this Introduction are those relating to the general supervision over the conduct of the liquidation proceedings, but as these duties relate to the Official lleceiver and the li(piidator, it will be more convenient to postpone their examination until the position of those officers under the pre- sent Act is being considered. The OJicidl rwcelrcr. Apiwiiitnient The Official Receiver in the liquidation of a company is the Official lleceiver attached for bankruptcy purposes to the Court in which the petition for winding up the company is presented, or some person appointed for the purpose by the Board of Trade (§ 4 (2)). The Board of Trade may also appoint an officer to act as deputy for the Official lleceiver (Rule 162), and, if necessary, assistant Official Receivers (Rule 165); and they may also determine what duties an Offieial Receiver nnist per- form personally, and what may be delegated to his clerks or sub- ordinates (Rule 164). Moreover, in the absence of an Official Receiver, any officer of the l^oard of Trade authorised by them or an}' clerk of the Official Receiver authorised by him, may, by (0 Sec EuIl'S 8-15, rcgulatiii-,' Ihiles SO to 82 and 134, and Forms Bucli transfers, and Forms 3 and 43 and 44 and M3 and 84. 4. (») Sue §§ 17 and 28. (»0 See §§ 11, 16, 17, and Tin; 01 riciAii kf.ckiver. 21 leave of the Court, in certain cases act on liis behalf (lUile 166). The Official Receiver may he removed hy the Board of Trade Removal. (Paile 163) ; and his remuneration is fixed by the Board of Ke.uuneratiou. Trade with the concurrence of the Treasury (^ 27 (2)). The chief duties imposed upon the Official Heceiver are to Duties. summon the first meetings of creditors and contributories under § 6 [o), to make reports to the Court, and in such reports to call tlie attention of the Court to any matters connected with the company which in his opinion demand inquiry (§ 8). To enable the Official Receiver to perforin these latter duties, Information to be given to the liquidator, if the Official Receiver himself is not liquidator, official Receiver. must give him all necessary information and access to the books of the company (§ 4 (3)). Moreover, the Act requires (§ 7) that a statement (p), verified by affidavit, as to the affiiirs of the company, containing particulars of its assets, debts, and liabilities, the names, residences, and occupations of its credi- tors, the securities held by them and the dates of such securi- ties, and such other information as may be required by general rules iq), or by the Official Receiver, shall be su})mitted to the Official Receiver. It is the duty of the Official Receiver so soon as niny be Reports i.y . 1 r-ii'i-^ i.-ii 1 *• 1^ Orticiiil Receiver. to send a summary ot this statement, with any observations lie may think fit to make, to every creditor and contributory of the company (Schedule L, rule 3), and to submit to the Court a preliminary report, in a narrative form (r), of the facts required to be mentioned by §8(1), or which he may desire to bring to the notice of the Court (Rule 69), and to state in his report whether in his opinion further enquiry is desirable as to any matter (()) As to the ruli'S governing the that it is the duty of the serretarv calling and conducting of these oi- chief otlicer, or such other persons meetings, see Schedule I. and as the ofHcial receiver may re'iuii-e, Rules 4.3-4(; and Forms :i2-:? I and to attend mi him at a place mt-n- 8G (:>). lioncil ; >ec itulc .38. As to the ( ji) As to the pfisons liy wjioni payniciu of the costs incurrcil in the and the time within which this ])reparation of the statement, see statement is to be made, see § 7 (:i) § 7 (4), and l^ule 15:^. and (3) and Kule 5i). The order (ring to the notice of the Court (§ 8 (2) ). Public examina- The Court may, after considering these reports (t), direct that uiu" cUrccUa-r*^'^'* ""•^' P^rson who has taken any part in the promotion or formation of the company, or lias been a director or ofFu'er of the company, shall be publicly examined on oath as to the promotion or formation of the company, or as to the conduct of its business, or ns to his own conduct or dealings as a director or officer of the company (§8 (3) ) (k). The Official Receiver is to take part in such examination, and may, if specially authorised by the Board of Trade, employ a solicitor with or without counsel (§8(4)). Other powci-sof The Official Receiver is also empowered to present a petition Official Receiver. ^^^. ^j^^ ^vinding-up by the Court of any company Avhich is being wound up voluntarily or under supervision (§ 14) ; to act for the Board of J'rade in the exercise of the functions of the connnittee of inspection when none is appointed (§ 9 (9), and Rule 109); and to apply (r) to the Court to take proceedings against any promoter, li(|uidator, director, or other officer of the company for a misapplication of the company's propert}- or funds, or any misfeasance or breach of trust under ^ 10, and for the punishment for contempt of Court of any person who has untruthfully stated himself to be a creditor or contributory for the pui'pose of obtaining inspection of the statement of the company's affairs recpiired by ^ 6 or of the li(piidator's report required by § 15. If the company has no available assets, the Official Receiver is not bound to incur any expense in relation to the winding-up without the express directions of the Board of 'Trade (Rule 167). (.s) Tlio oflicial loccivc-r lia* power (k) For the moilc in wliich tlii>; to examine, for tlie jnirpnse ol" oxaniinatiou is to be eomlncted and ol>tainin,<^ fnrthor information, any tlie notices wliicli must be given, si e one wlio made the statement of § H {^3) — (5)) ; aii'l l^iiles 72-77 and aflair.^. See Rule to. Forms 37-40. (t) For the time and m.innor of (.') For mode of application, .'ce considerinj:,' the report, «ee Patles Rules 78 and 79. 70 nud 71. THE foMMirri.r. or ivsi'rrTrov. 23 It should be noted also that the Ollicial liecfiver may he appointed receiver on hehalt" of debenture-hnlders or other creditors of the company (§ 4 (0) ). In certain events also he becomes licpiidator of the company (//), and is then entitled, if he is satisfied that it is in the interest of the creditors or con- tributories to do so, to apply to the Court for the appointment of a special manager (§ 5 and liule 42). 'I'lie special manaj.!;ei', if appointed, must account to the Official Ileceiver (Rule 172i. "When a li(piidator is appointed by the Court, the otiicial receiver must hand over to him all proofs of debts which he may have i-ecfivt'd (Rule lOiii, put him in possession of the property of the company upon receiving payment of his charpies and expenses, pive him all necessary information respecting the affairs of the company (Rule 161) and also account to him. If the liquidator is dissatisfied with the Official Iieceiver's Accounts. accounts, he may report the mattt-r to the lioard of Trade (Rule 168) {:]. Any ajjpeal to the Court against an act or decision of an Ai^peal^. Official Receiver shall be brought within twenty-one days ( Rule 170), unless the time be enlarged or abridged (Rule 176). Ilic Comm'itfec af Inspi-rtion. The appcnntment of a committee of inspection is one of the Appoiutiuen;. questions to be decided Ity tlie meetings of the creditors and contributories which it is the duty of the Official Pa'ceiver t^) sunnnon (>j Tt'i. If the appointment of the committee is decided u])on, the creditors and contril)Utories settle win) are to be the members of the committee and an application for their appointment is nnuk- to the C»,mrt (a) ; if any diffennce of opinit^n occurs between the creditors and contributories on this matter tlu' Court is to decide between them (!^ 6), No defect or irregularity in the appointment or election of a member of the committer will vitiate any act done by him in (//) Sc-e :is til tlii- ami lii-dulii-s iml .i]'i>ly to liiiii. l«iit lie imist a-i liqnulalor. /////•.», undi-r tlu- liciij ao'oinil to ilie jioaiil dI' Tiaili' in liiiuklatiir. >ui.h maniu-r a-; the Iniaid mav (■) IttlieOtliiiall^ectivt*rliimsi-lf tliivct (Rule 1G8). is li(^ui(la;or tlie provisions in the ('/) .See Rules (10 and 04. Rule< as to lini\i(latois" account.* do 21 THE roMPANir.s (winding it) act, 1800. Meetings. Quorum. good fiiitli (.liulf 177 ['!)). 11' no coiuiuittce of inspection be nppointed the Board of TiiuU', ^vllose functions in this respect are performed by the Ollleial lUeeiver (Mule 109), nniy npon the application of the li(]uidator exercise the i)owers conferred upon the committee by the Act (§ 9 (9)). Conatitution. I'li^ committee is composed of creditors and contributories, or i)ersons holding general powers of attorney i'roni them, in such proportions as nuiy be agreed ui)on b}' the meetings of the creditors and contributories, or as, in case of ditlerence, may be determined by the Court (§ 9 (1)). The committee are to meet at such times as they may appoint, or at least once a month, and meetings may be called at any time by the liquidator or any member of the connnittee (§ 9 (2)). The committee have no power to act unless a majority of the members is present at the meeting (§ 9 (3)), that is, it is conceived, a majority of the members for the time being and not necessarily a majority cf the original number appointed, for the continuing members, provided they are not less than two, are empowered to act notwithstanding a vacanc}' in their body (§ 9 (8)). If the necessary majority be present, the nnijority of those present nuiy act for the connnittee (§ 9 (3)). Any member may resign his office by notice in writing signed b}' him and delivered to the liquidator (§ 9 (1)) and his office becomes ipso fdcto vacant if he becomes bankrui)t, compounds or arranges with his creditors, or is absent from five consecutive meetings of the committee without the leave of those members, who willi himself represent the creditors or contributories as the case maybe (§ 9 (5)); a member may also be removed by an ordinary resolution of the persons, either creditors or contributories, wiK)m he rei)resents (§ 9 (G)). Vacancy. It any vacancy occurs in the committee the liipudator is forthwith to summon a meeting of the creditors or con- tributories, as the case nniy require, and the meeting may re-appoint the same, or a])point another, creditor or con- tributory to till the vacancy (§ 9 (7)). The continuing members of the committee, provided they are not less than two, may, as has been already mentioned, act notwithstanding a vacancy in their body (§ 9 (8)). Duties. The duties imposed upon the committee of inspection by Resignation ami removal. Tin: i,i(^iii).\T()n. this Act and tlic rules tliereiuulcr relute to the monies of tlie compan}- and to the control of the li(|uidator. The c(jnunittee are the persons to apply to the Board of Trade to authorise tlie li(iuidator to open an account elsewhere than at the Bank of England, and to satisfy that hody that it is for the ad- vantage of the ereditors and contributories that he slundd have this authority (§11 (3)) (/>). It is also their dutv to request the Board of Trade to invest the monies standing to the credit of the compain', where the balance is more than is necessary to answer the demands for the time being on the compan3''s estate, and to sell out such investments when money foi- that purpose is required (§17) (c). The committee settle the remuneration of the liijuidator Control of (Rule 154) and audit his accounts (Rules 135, 137, and 144), ^''i"'^*'^''^'- and otherwise exercise a certain control over him, as will more fully appear when the position of the li(]uidator is being examined ; their sanction, or that of the Court, is re- quired to enable the liquidator to exercise certain of the powers conferred upon him by this Act (§§ 12 and 13), and they may give him directions concerning the administration and distribution of the company's estate, which he is bound to follow unless they are inconsistent with the provisions of the Companies Acts or with directions given to him by the creditors or contributories in their meetings (§ 23). Members of the connnittee of inspection may not without leave of the Court, })urchase any part of the company's assets (Rule 15G), or derive any profit from any transaction arising out of the winding-up, or receive any payment for services rendered in connection with the administration of the assets, or for goods supplied to the liquidator for the company (Rules 158-lGO). T]te Liquidator. The liipiidator, or the Ofhcial Receiver acting in his capacity Liquidator. as liquidator, is still the i)erson entrusted with the adminis- tration and distribution oi the estate of a company in liquida- tion, though he is now controlled by the Board of Trade, and to a less extent by the connnittee of inspection, as well as by {h) See Rules 81 and 82. (-•) Sex- Rule i;}4. 25 THi: ro>n'.v\ii:s (\\i\rtiN(, vv) act, 1890. Application of tlio Court. Ill ('(.iisiderii)"- las position it must not be for- former Acts. gotten that tlie only sections of the former Companies Acts dealing with this subject actually repealed by the present Act are that part of § 92 by which the Court is to determine the security to be given by the licpiidator, and § 97 relating to the liquidator's power to appoint a solicitor to act for him. In otlier respects the provisions of the Companies Acts relating to an " official liquidator " apply to tlie li(iuidator under this Act {§ 4 (3) ) [d). In most instances these provisions have been modified by and incorporated into the present Act (e), and it is now proposed to examine tliese provisions, adliering so far as may be to tlie order in Avhich this subject is dealt with in the volume on Companies {/). Provisional The oiily person eligible for the office of provisional liquicbi- liquidator. . n i-i-i- iii^, ., tor ot a company which is being wound up by the Court is the Official Receiver (§4 (2)); he may be appointed provisional liquidator at any time after the presentation of the petition (§ 4 (o) ) (//), but, unless previcmsly ajjpointed, he becomes pro- visional li(piidator l)y virtue of his office, upon an order being made by the Court to wind up the comi^any, and continues to act until he or anotlier person becomes, and is capable (»f acting as, liquidator (^ 4 (1) ). Liquidator. 'j'jje Court may appoint a licpiidator {h), if the meetings of Appointment. creditors and contributories held under ^ of the present Act Notice of ap- . . , . , ' pointment and think it advisable that some person other than the Official I{( ceiver shorld be ajjpointed (!:j (') (1) ) (/). A person so appointed is not capable of acting, until he has notified his ((/) The iiicaiiiui; iA tlic (Hii'iiiii;^ ]i<|^iii(latnr liavo hccii iinoiporatcil words of § 4 (:{) is imt very cUtuv. iiitd the piesfiit act, llmu^'li ii(«t all. Tlie title othcial linnidatdr ajiju-avs See next note. to l)e altn-ctlicr almlislKMl. H' thi-^ (') Sec ^ 12, but not in all cases, lie so, (//'. wlietlier the i>rn\ i.sjdus in Sec ^§ !>:5, !M, il:i. and 1!;5 of the tlie earlier acts relating; to an otticial act of IHCrJ,. liiiuidator liave any ai>iiliealion to (/) Sec Limllcy on the Law of the Oth!) -7 .sw/. capacity of li(pii(lator, or whether lie (r/) See liule li-J. is nut exclusively .uovcrned by the (h) Tlie a])pointnient will lie made provisions in the present ad. 'J'lie in ( 'hainluis as liitherto. See fpiestion may not, ]ievliajis, be of Hule 4 i^l), and Lindley on tlie buw miu-h importance, as most of the of Companies, p. TO I. powers and duties of the otlici;d (/) See Kuhs (iS-n."). security. 7UF. l.h{VU>\T<)V<. nppoiiitment to tlie registrnr of Joint Stock CiMiipniiies niid given seciuity to tlio siitisfnction of tlic l^onrd of Ti'iule (§ 4 (3) ) (A). Tlie appointment must be inlvt-rtised in sucli manner as the Court directs (liule G-1). Xo defect or irreuularitv in the appointment of a li(iui(hitor Inegular " . . . iiliiioiiiliiiRnt. \vill vitiate any act done by him in good f;iith (Rule 177 (2) ). If no li(piidator be appointed by the Conit, tlie Oflicial Vacancy. Eeceiver is liquidator (^ (3)), and he is then styled Official Receiver and li(piidator (Rule CAi) ; and if any vacancy occurs in the office of licpiidator, the Official Receiver is l)y virtue of his office li(|uidator during such vacancy (^ 4 (4) ). If any vacancy occurs a new liiiuidator may be appointed in the same manner as directed in the case of a first appointment, and the Official Receiver, at the request of not less than one-tenth in value of the creditors or contributories, must summon meet- ings to determine whether the vacancy shall be filled (Rule 05). The Official Receiver when he is licpiidator, either provision- Special ally or otherwise, may, if satisfied that the nature of the estate "''^"'^=*^'" or business of the company or the interests of the creditors or contributories require the appointment of a special manager (/) of the estate and business of the company other than himself, ajjply to the Court, and the Court may appoint a special manager for such time, with such powers, including any powers of a receiver or nninagei', and witli such remunei'ation ( m) as it thinks exiiedient (^ 5). Jf tli(^ liquidatoi' fails to give the rc^qniied security the Court Removal. is to rescind the order appointing him, and if he fails to keep up his security, the Court may remove him (Rule 08). He is also liable to be removed from his office by the Board of Trade, if without authority he retains in his hands a sum exceeding 50/. for more than ten days (§11 (4) ), and also, probably, if he does not faithfull}- fulfil hi= duties, and if any complaint be nnide to the l^oard by any creditor or contributoiy with regard (/.) Scf ]{iile ()7. Tilt' wunls in llulfs ivmiliitiiijj; the sociiiity to In' § 92 of the Companies Act, 18(5^, by uiven and the accounts to ho whicli the Court was to (h'terniine I'uniislied I>y a special nian;\L,'er, tlie socurity to he i^iven hy the see Rules C7, ()8. ami 172. liI.\(i 11') ACT, 1890. thereto (§ 25 (1) ) (n). If he has not previously resigned or been removed, liis release under § 22 ojierates as a removal (§ 22 (4) ). I'pon his resignation, release or removal, he is to deliver over to the Official Keceiver or to the new liquidator, as the ease may be, all his books and accounts relating to his office (Rule 141). Remuueration. The remuneration of the licjuidator is fixed by the committee of inspection, unless the Court otherwise orders {<>), but if there is no committee of inspection his remuneration is to be in accordance with the scale of percentage payable for the remuneration of the Official Eeceiver as liquidator (Rule 154), and this is the limit of the remuneration to which he is entitled (Rule 155) {2>). The Board of Trade have power to deprive him of all or part of his rennnieration, if without authority he retains in his hands a sum not exceeding 50/. for more than ten days (§ 11 (4) ), and the Court may deprive him of his remuneration if he or any person on his behalf has, except by the direction of a meeting of creditors or contributories, employed solicita- tion in obtaining proxies from the creditors or contributories or in procuring his appointment as liquidator (First Schedule, Rule 18). Solicitor. If the liquidator is not the Official Receivt- r he may appoint a solicitor, with or without counsel, to take part in the public examination of any promoter, director, or other officer of the company under § 8 (§ 8 (5)). If he is the Official Receiver he must take part in such examination in that capacity, but may not employ either a solicitor or counsel without the special authority of the Board of Trade (§ 8 (4)). A liquidator may, with the sanction either of the Court or of the committee of (/() The Cuiut may ^till remove a otticial receivov would cea.-) Section 93 of the Act of 1862 section enqjower.s the Court to eualiliiiL;- the Court to fix the de]>rive an Ollicial Receiver of his li(juidator'.s remuneration is un- position of liquidator, see aufi-. lepealed. p. -2(5, note ((/). The jjoint is not, (ji) For tlie order in wliich this perhaps, veiy iiiatank of Kngland t<> the Companies Li(piidation Account (§ 11 {'2)), unless he has, on the application of the committee of inspection, been authorised by the Board of Trade for special reasons to open an account else^Yhere (§ 11 (3)) (s). If without the authority of the Board of Trade he retains a sum of money exceeding 50/. for more than ten days and fails to explain the retention to the satisfoction of the Board, he must pay interest on the excess at the rate of 20 per cent, per annum, and any expenses occasioned by his default ; besides being liable, as has already been mentioned, to lose all or part of his remuneration and to be removed from his office (!^ 11 (4)). He is expressly forbidden to pay any sums received by him as liquidator into his private banking account (§11 (6)). A liquidator, who has in his hands or under his control (/) rndaiinocl money representing unclaimed or undistributed assets (ii) which have remained unclaimed or undistributed for six months from their receipt, must at once i)ay this to the Companies liquidation Account at the Bank of England (!^ 15 (3)) (r). And special powers are given to the Board of Trade to ascertain and get in such monies (v^ 15 (4)) (ij). If any person claims to be entitled to any such money the liquidator may give him a certificate that he is entitled, and the Board of Trade may act on such certificate ; but an appeal lies from the Board of Trade to the High Court (§ 15 (5) (i). (7) A* U> tlif iluliej^ ol" the England arc conaidcreil to lie under solieitor, see Kulc 174, which is a his eontiul ; Kale 133. reproduction of llule 68 of the (") As to the duty of a li(iuidator Rules of 1862. h) furnisli the Board of Trade with (/•) Section 97 of the Companies information as to unclaimed assets, Act, 1862, relating to this subject is see Rules 128 and 12<), repealed by this act. (') See Rules 131 and 1,33. (s) The rules relating to tliis (ij) See Rules 129 and 130. sul'jeot are Rules 81 and 82. (-) ^t?e R"les 132 and 133 (2). (/) Monies at the credit of the The first suh-sectiou of § 15 only liijuidator's account at the IJank of ai^plies to eases in Avhieh the '80 jm: co.MrAMi.s (\vini.in(, ri>) act, 18U0. It' the balance htaiidiiig to the credit of a coiupaiiy's. account exceeds 2,000^. the li(iuidator may give notice to the Board of J'radr tliat the excess is not required for the ))uip(>Ms of the liijuichition, and the company thereupon becomes entitled to interest ujion such excess at the rate of two per cent, per ainiuni (vj 18). Accounts. I'he li(]uidator is to submit his act'ounts to the committee of insi)ection for examination and audit by them (Rules 185, 187 ("2), and 144 (2) ), and is als(^ to send them every six months ('O, and on the termination of the winding-up, to be audited by the J^oard (it Trade. ^\ hen lliey have been audited by the Jioard, one copy is kept by the iSoard and one is tiled with the Court, and each copy is open to the inspection of any creditor or con- tributory, to whom also a printed sunnnary of the accounts is to be sent (^ 20 and Rules 186—140). If the li(piidator carries on the business of the company he must keej) a separate trading account, which is to be submitted to the committee t>f inspection not less than once a month (Rule 187k These rules do not, however, a[)ply to the Uflicial Keceiver when he is li(piidator ; he is to account in sucli manner as the Board of Trade may direct (Rule 1(38 {'•'■>) '). IJooks to l.e . . ' . . keptiiy tiio It is also the duty of the Otficuil Beceiver or the ii(pii(hitor iquna 01. when appointed to keep proper books (§ 21), viz., a Becord Book (Rule 148) containing minutes of the proceedings of meetings ami such other matters other than documents of a confidential natiu'e ((i(() as ma}' be necessary to give a correct view of his administration, and a Cash Book (Rule 144) in which he is to enter, from day to day, his receipts and payments and also tlie total weekly amount of the receipts and })ayments on his trading account (Bule 187 (!))• These books are to be submitted to the connnittee of inspection at least once in every three months (Rule 144 (2) ), and any creditor or contributory of the company V iiit.liii;^'-uplui> CniitiiiiH.'d fnf aycar ; nceived any liioiiics ikiI made aiiV the remaiiuk-r el" the flection is nut payiiieiits he is tu iiiiike an athdavit so limited. See Kule 128. tu that etl'ect and send it to the (ii) On tlie first occasion tlie Board of Trade at the time when accounts are to be accompanied witli he would transmit his accounts a nummary of the company's state- (liule 140). meat of aH'airs. See Rule i:3(!. II' {mi) Sucli documents need only be the liipiidator, since his ajipoint- sliewn to a member of the cum- nieiil ur last audit, has neither mittee of inspection. Tin: Liv""ii>Aioi;. limy, Mibjcft to llif coiitiol (if till- Court, inspect tlit.-m i>t.'r- soiially or by liis iigeiit (§ '21 ). Jt' iic-ctssiiry tlif Hoard of Tradt' may direct a local ilivosti^atioii of his books and vouclieis (§ '25 t:JJ ) If tlic Aviiidiii«^-iii) i> not concluded n>) within one year from its eommencenH'nt, the li(|ui(lator iiiu>t at prt-- scribed intervals {<■) until the \vindinLf-u[) is concluded. >end to tlio Registrar of Joint-Stock C'omi)anies a statement, which is open to the inspection of any i)erson \vho states himself in writing to be a creditor or contiibulory, contaiiii)ig particulars of tlie proceedings in and iiositi-n of the li(iuidiition (^ 15 (1) j. If II liipiidator imdipiUiics Act, 18(i2, unci coinparc a company is considered to lie con- with tliis stuttment of tlie licpiiila- cludetl, >^ee Rule 126. tor^' poweis, Lindley on the La^N of (c) See Rule lr?T. Companies, pp. 708 it i^eq. {rf) The OlHcial Receiver and (/) Section 96 of the act of ls62 licpiidator have the .-anie power in i> not repealed, so that the Ccurt the ca^e of persons luitiuthfidly may by order enable the liipiidator stating themselves to be creditors or tn exercise these two power^ with- contributories for the ]>iirpose of out its sanction or intervention, obtaining inspection of the state- Such an onler would, it is appre- ment submitted to tlie OHicial bended, be ecpiivalent to the sanc- lleceiver under § 7. See § 7 (6). tion of the Court, si ) that the sanction (»') Formerly the Court alone of the cimniittee wouM uol lie could give the necessary sanction. needed. Sec §§ !>."), 1")!>, and 160 uf tlie 31 32 THE COMPANIKS (wiXDIXG 11') ACT, 1890. Powers of 3. ]\Iake aiTnngements with creditors or contributories, liquidator. ... . , and compronnse all claims whether by or against the coniininy (//). And may without such sanction 1. Sell the property and claims of the company bj' auction or otherwise. If the liquidator employs an auctioneer or other agent to carry out the sale, he is nevertheless responsible for the proceeds (Ivule 142) (li). Neither the li(iuidator nor any member of the committee of inspection may purchase, either personally or by an}- partner, clerk, agent or servant, any portion of the company's assets ■without the sanction of the Court. Any pur- chase contraiy to this rule may be set aside by the Court (Rule 15G). 2. Do all acts and execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that purpose use the company's seal. 3. Prove as a separate creditor against the estate of a bankrupt contributory for money due from him to the company. 4. Draw, make, accept and indorse bills of exchange and promissory notes in the name and on behalf of the company and raise money on the security of its assets. 5. Take out, if necessary, in his official name letters of administration to any deceased contributory, and do any other act that may be necessaiy for obtaining payment of any monies due from a contributory or his estate, and which cannot be conveniently done in the name of the company. G. Do and execute all such other things as may be neces- sary for winding up the atlairs of the company and distributing its assets (?"). ( (j) See §§ 159 and 100 of the act catc ui the taxin^-iua.ster. of 1862 and Lindley on the Law of (0 See § 12 (2) of this Act, and Companies, pp. 70!) and 710. § Oo of the C()in])anies Act, 1862. (h) The agent must pay over the rroviously the sanction of the Court fross proceeds of sale without was required in these cases. For deducting his costs and charges, cases IHustrating tliese powers, see wliich will he i)aid to him on the Lindley on the Law of Companies production of the necessary certiti- ])p. 708 ami 709. Tin; i-npfii>AT(>u. 33 The exercise bv the liquidator of anv of those powers is Powers of ' " . liquidator. subject to the control of the Court, and any creditor or con- tributory may apply to the Court, with respect to any exercise or proposed exercise of them (§ 12 (3) ). In pursuance of the General Ilules and of this section the liquidator may also exercise or perform all or any of the fol- lowing powers and duties which by the Companies Act, 18G2, are imposed upon the Court (§ 13). 1. Summon meetings of creditors and contributories to ascertain their wishes (k). The Rules regulating the manner in which these meetings are to be summoned and conducted ai-e Rules 47 — 57. 2. Settle the list of contributories (/) and distinguish in so doing between persons who are contributories in their own right and persons who are so as represen- tatives, or as liable to the debts of others (m). These powers are conferred upon the liquidator by Rules 83 et seq. The li(iuidator is to appoint a day for the purpose of settling the list (Rule 83) (n), and to give notice in writing (o) of the time and place aj)- pointed to every person whom he i)roposes to include in the list, stating in what character and for what number of shares he proposes to include him (Rule 84). On the appointed day the liqui- dator is to hear any person who objects to be settled as a contributorv, and after such hearing; he shall finally settle the list (Rule 85) (})). When the list has been settled the liquidator is to give notice to every person on the list stating in what character and for what shares he is on the list, and informing him that any ai)plication to remove his name from, or to vary the list must be made t(5 the Couit by suuimous within twenty- one days from the service of the notice i liulc \^k) Suction \)l vi Cumpaiiifs Alt, (») For foiiii of li-t, ^eo Furni 4'u 1S62. Sec, also, § -I'.i of tlii« Act. [d) See Form 4n, (/) Companies Act, 1862, § i)8. (p) Form 47. (w.) Il>. § 99. I-.c.s. , n 31 THE CO.MrAXIl.S (WINIWNG KP) ACT, 1890. ^"^«=y--*f'^ 86) ((i). niul uiiU'ss the time be extended (/•) no li|uiclator. / vi - such iipi)licati()n ■will be entert;nnod after the ex- piration of that period (lliile 87). The liquidator may from time to time vary or add to the list, and in doing so he must })roceed in the same manner as in settling tlu: original list (liule 88) (s). 8. Iicctify the rtgister of members (/). This power does not api)ear to have been dele- gated to the liquidator by the Kules. li' it be delegated it cannot l>e exercised without the special leave of the Court (§ 18 (/>)). 4. Cause tlie assets of the company to be collected and applied in discharge of its liabilities (»)• The licpiidator is to discharge tliese duties as an officer of the Court and subject to its control (Rule 89), and for the purpose of acquiring pos- session of the company's property he is to be in the same position as if he were a receiver of such property appointed by the Court (Rule 90). The order in which the costs and expenses incurred in the winding up are payable is regu- lated by Tiiile 31, and the taxation of such costs is governed by liules 28 — BO. 5. IkMjuire any contributory on the list and any trustee, receiver, banker, agent, or officer of the company to hand over forthwith, or within such time as the liquidator may appoint, any moneys, books, or effects in his hands to which the company is prhnn facie entitled (.r). This power is delegated to the liijuidator by liule G. Make calls and order payment thereof (,~). This power is delegated to the liquidator by liule 92 and is to be exercised by him as an officer of (7) See Forms 49-51. (.') lb. § 100, and Liiulloy on the (r) See Kule 176. Law of Coinjianies, pp. G!).3 cf seq. (.S-) Compare Lindley on the Law (1/) For form of notice, see of Companies, pp. 74.5 ef scq. Form .5.3. (f) Companies Act, 18(52, § 98. (;.) Companies Act, lSfj2, § 102. (,0 lb. § 98. Tin: I.IoLTDATOR. 33 the Court. If tlie liquidator desires to make a Toners of liquidator. call he must obtain the sanction of the committee of inspection if there he one. Tlie sanction is to he given hv a resolution i)assed at a meeting of the connnittee called for that purpose and of which due notice shall have been given {tt). If there be no committee the liquidator must obtain the leave of the Court by summons (J>), which must, unless the Court dispenses with this re- quirement, be served upon every contributory proposed to be included in the call (Rule 93). When a call has been made, a copy of the resolu- tion or order authorising it is to be served upon each contributory included in the call, specifying the amount due from him in respect thereof (Rule 94) ; and payment of such amount may be enforced by an order of the Court made in Chambers on a summons by the liquidator (Rule 95) (c). 7. Fix the time within which creditors are to prove their debts or be excluded Irom the benetit of any distribu- tion made before their debts are proved {d}. This power is conferred upon the liquidator by Rule 1'2'2, and is to be exercised when notice is given of his intention to declare a dividend (c). Every creditor is now required to prove his debt (Rule 96) at his own cost (Rule 101), and the manner in which this is to be done is regulated bv Rules 97 — 99, which are borrowed from the Bankruptcy Act, 1883, and the Bankruptcy Rules of 1880 {/). It is the duty of the lifpiidator to examine everv proof, and in writing to admit or reject it {[/) in ((() As 1(1 the iiuticeaiidiulvertiso- sec Kiilc 122 and Forms 69 70 inent.s ie<|uiiv(l, .see Kule d-2 (2). ami 72. (?») See Forms 58-61. (/) See tlie tal.le, irtfni, \\ .30. (f) Compare Limlley on thf Luw (anies, pp. 840 d .-^nj. a proof nuist be admitteil or rejected, ((/) Companies Act, 18(J2, § l()7. -v Rules 118 and 110. See also /,'« (') Fnr the nutices, &c., reqiiire-l /'.(/-. 2") (^. V.. ]\ :i2!t. wln.n a tUvi-lenil i< to be declnrctl, 36 THE COMPANIES (WINDING Vv) A( T, 181)0. Powers of -whole or in i)art, or rtMiiiire i'uvtlier evidence. If liquidator. ^ * he rejects a i)roof he must state in wiiting to the creditor tlie grounds of tlie rejection (Rule 110). The Court may njx)!! tlie a]i){)licatioii of a creditcn* or contributory reverse or vary the decision of the liquidator; hut no a})plication to reverse or vary the decision of a li(|uidator injecting a proof will be entertiiined unless notice of tlie a[)plication is given before the exi)iration of twenty-one days from the date of tlie rejection (Itule 111) (/<). The Court may also upon the application of the li(luidator, or, if tl)e liipiidator refuses to act, upon the apidication of a creditor oi- contributory, expunge a proof already admitted or reduce its amount, but notice must be given to the creditor who made the proof (Rules ll'i and 113). For the i)urpose of his duties in relation to proofs the liquidator may administer oaths and take aftidavits (Rule 114), and before the apiJointment of a licjuidator, the Official Receiver has all the powers of a liquidator with respect to the exami- nation, admission, or rejection of ju-oofs, and any decision of his in relation thereto is subject to the like appeal (Rule 115), but he is in no case to be personally liable for costs in relation to an appeal from his decision rejecting a proof (Rule 1-21) (/). rnrcliase of 'Ike first Schedule to the Act empowers the liquidator or the security of Official Receiver within twentv-eight days after a proof estimat- secured crc- _ . «. c ^ x Jitor. iiig the value of a security held by a creditor of the company has been made use of in voting to require the creditor to give up his security on the payment of the estimated value with an addition of 20 per cent. If, however, the creditor has before being required to give up his security corrected his valuation by a new proof, as he is at liberty to do, he is not entitled to the additional 20 per cent. (1st Sched., Rule 10). Powers and The liquidator is one of the persons entitled to apply (/c) to liability in cases of misfeasance. (^/^^ 'j^jje (.'ourt may extend the to be tiled from time to time, see time; Rule 176. Rules llG-1 18. (?) The Rules also lerpiirc proofs (A-) For the manner in which the rill. l.It^TII>AT()I!. «^7 tlie Court to take procoediiigs aguinst jiiiy i)i'oinotoi-, director, or other oflicer of tlie coinpanv for misapplication of the com- pany's property, or for misfeasance or breach of tru^t luulfr § 10. It will he ohservrd that the liiiuidat.n iiimself is liahh* to be proceeded against under this section, a liability to whiili he was not exposed under ij l()o of the Act of IH&I (/). The duties of the liquidator in rehition to the committer of duties in rda- *■ tion to committee inspection under >; 1) liave Ik'Ch already noticed [in). of inspection. Subiect to the provisions of the Companies Acts the licpii- Control of .11 ' iKjiiiilator : dator must use his own discretion in the management and (aj by creditors , . r^r, , i\\ 1 J. \ i. and eontribu- distribution of the company s estate (^ 23 (4)), but he must ^^ries. have regard to any directions which may be given to him by a resolution of the creditors or contributories at any general meeting, or by the committee of inspection. In cases of con- ilict tlie directions of a general meeting override the directions of the committee of inspection (§ 28 (1)). He may summon meetings of creditors and contributories for the purpose of ascertaining their wishes, and must do so at such times as they by resolution direct, or whenever requested by one-tenth in value of the credittn-s or contributories (^ 2B (2)) {ii). As has been already stated, the Court has a control over the (b) by the 1-1 Tourt. liquidator in the exercise ot the ])owers coideri'cd upon Jiiiu l>y this Act (§ 12 (3) ) (<>). In addition to this the li(iuily to the Court, which may confirm, reverse, or uKMlily his act or decision, and make such order as may seem just i§ 24). The Board of Trade takes cognizance of the conduct of the (c) by the . Board of Trad*. . liquidator, and if he does not faithfully perform his duties, or in the event of any complaint being made to the Board by any creditor or contributory, the l>oard shall iiKpiire into the matter and take such action as may be deemed expedient. The Board may also refpiire the liquidator to answer any api>lic-il it'll !.- to V.c iiiailc, sec l{uU'v pji. (;04 /' s.-fj. 78 and 70. ("0 Aittt\ pp. Hi ft x.^. (/) Fen- docisions uiuU-i- ^ Kio of (?«) See, also, § i:], and antt, p. the Act of 18G2, now repealed, see 3:}, and Rules 47 -."i7. l.indlev on tht- Law of ( "onq:>anie.«, (<») .1/*^^, pp. :'.! "t ■■"■(]. 88 THF. roMPAxrr.'^ fwiSnTso vv) .\rr. IROO. iiKiuiry, lunv iii)i)ly to the ('(turt(;/) to cxaininc liiia or any other person on oath concerninif the windint-" \\\), and may direct a local invpstii»ation of his ho(d;s and vouchers (s; 25) iq^. Release. NN'hen a lifiuidatoi" lias, so far as may he, concluded the winding up of a (dmi)any, or has resigned or heen removed from his ofhce, the Hoard of 'I'rade slndl on his ajtplication (/) cause a report on his accounts to he prepared, and on his com- l)lying with their rcfpiirements sliall take into consideration the report, and any ol)jection which may he lu'ged hy any contrihutory, creditor, or person interested, and grant or with- liold liis release, suhject, nevertheless, to an appeal to the High Court. If the release is withheld, the Court may on the application of any creditor or contrihutory or person interested, charge the li({uidator with the conseijuences of any act or default of his contrary to his duty (§ 22 (2)). An order of release discharges him from all liahility arising from his conduct as liquidator, hut it may he revoked upon proof that it was ohtained hy fraiul or hy suppression or concealment of any material fact (^^ 22 (B)). Tiie release does not operate until the liquidator has handed over to the Ofhcial Pieceiver all hooks kept hy him, and all hooks, documents, papers, and accounts in his possession relating to the office of liquidator (Rule 141). A notice of the order granting the release must he gazetted, and the liquidator is to provide the necessary stamp fee, which, ]u)wever, he may charge against the com- l)any's assets (Kule 149). (p) As t(i tliis apiilicatioii, see every creilitdr who has })roveil his Rule 171. tlel)t aii«l every contributory, semlin-^- ((y) See, also, ^^ 11 and 15 (4), them at tlie same time a summary which have been already noticed. oi' his receipts and paynu-nts !/•) Belbre makiu;^- this application (Kule 148). the liquidator must give notice to TABLE siiowiNc 'I'm-; ( (Hji;ksi' Act, isiio. l!iiiikMii>ti-y Act, l.vs:;. f-iniijiaiiies Acts, isd-j iiiitl 1SC.7. Ciiiniiaiiics (Winilins ui") Act, 1890. IJaiikniptcy .\ct, 18S3. Ciim|>aiiies .\cts, isi;-.' ;iih1 1S07. § I . - lii'phu^e *; 81 of S) 16 . . §76. „ (f)) . S 92 (2) . tlie Coniiianic's S 17. „ (H . § 95 (:}) . . Act, 1862, and § 18. §2 . ! S§41— 46oftlie § 19 § 77. §a . . §97 . " . . ^ ActoflS»)7. § 20 . . § 21 § "8. § SO. § i (1), {-2) § 70 (1} (a). S 22 . . ■5 >-2. „ (3) . § «8 (4). S 2:'. iJ 8!i. „ (-J^ . §7O(T)(.'0. § 2 1 . . § '.til. §5 . . §12. § 2.". •5 91. §6 Conipaic § l.'i. S 26 . . SS l-_'7and 128. J7 . . § Hi. >! 27. §8 Com pare ;;>; 17 5! 2S . . § l:io. and (i!». § •-"•' ?; l:il. §9 . . § 22. ii :'.n . . S 1 10. no Hfplares § 16.'> of till' Companies Alt. 1862. S •'•' Repe.alsConipanies Act, 1862, §^ SI. 92, in jiait. and §11 . . ijj; 74 :in(l 7'«. 97 ; Companies Modifies S§ 95, 150 and 160 of Aft Act. 1S67, §g 41 —46. of 1862. First Sell. First Schedule. §1.", . . Modili.'s Sii 91, H8, r. 1 4 ) IT. .'., 6. and !t9, 100, \(>-2, and is ni>t l:i are not in 107 of Act. 1S62. ill First First Selied. §14. Sell. to to AVinding §15 Cuinpaie §§ 81 11. A. iiji Act. 1 and lt)2. TllK lU'LES. CoiniMinie.s Winiliiig up Rules, IS'.iO. IJ.iiilauptcy Rules, ISSt! iiiul liSiiO. Rules of 18ii-.'. C'DUipaiiies M'iuaiut; up Rules, 1890. Hankruptcy Rule and 1890. Pri-lhaiiiiini. Procefdiiiijft. Hule 1. Rule 7 Rule 10. 2. ., :5 . . Rule .-.. '.' .. lo. .. 18. Cuvit and .. 1 1 Cf. r, 20. Cli(tinhi-r$. .. 1-J . Rule 21. Rule 4. .. l:! ., 2:i. 1 :: il: ., 14 . . , 1 •'' ,, 24. ,, 26. Rules iif lS(i--' 40 TAKLK 01' ACT AND BULKS. Companies Winding ii]) 1 Rules, 1800. 1 HiUikiui>tcv Rules, ISSO nn<1 1800. Rules of ISili. C'()iininiiie> Wimliiifi n]i Rules, 180(1. JFitnesscsaii'' Rule 48 Bcpo.tifiims:. „ 49 . Kule 16 liiiK- ti", 157 A. ,, 50 „ 17. „ 51 . . Sittings of ., 52 Courts. „ .53 . . Rule 18 , , 98. ,, 54 ,, 19. . ,, 99. „ .55. . Scrricc and ,, .56 Ejrcution of „ 57 . . Proc-ss. Stalemnil of Rule 20 .,91 Seefoimerlv Affairs. „ 21. Rules 63 & Rule 58 . Taxation of 64. ,, 59 . . Costs. ,. 60. Rule 2-2 Seetbnnerlv ., 61. „ 23. . .." 1-20.' Rule 72. ■ ,, 62. „ 24 . ,. l-'l. Appointnienl 2fi . .. IL'L'. of Liquidator. !,' 2G " '. ,, 123. Rule 63 ,, 27. ,, 64. „ 28 . . .. UCj. M 65. „ 29 . ,. 117. M 66. „ 30. . ,, 124. Security by Costs Payable Liquidator out of the or Special Assets of the Manaqcr. Company. Rule 67 Rule 31 . „ 125. „ 68 . . Official Pe- Public ceivcr as Exami'i nation. Provisional Rule 69. Liquidator. .. 70. Rule 32 . Seeformcrlv ,. 71. Rules 15 i; ,, 72. Petition. 59. ., 73 . . Rule 83 . Com pare r.l. ,, 74 ,, 34 . . Rule 2. 75 . ., 35 . ,, 3. ., 76 . ,, 3G . . M 4. ,, 77. „ 37 . „ 5. Order to Proceedings Wind up a against Company, Delinquent Rule 38 . . See formerly Directors, dr. „ 39. Rules G k Rule 78. ,, 40. . Compare v. 1 79. 7. „ 79. ,, 41 1S2. Special Payments Manaqcr. into and out Rule 42. of Bank. jifectinffs of Rule 80 . . Creditors. „ 81 . Rule 43. ,, 82 . . „ 44. ,, 45. LiM of Con- „ 4H. tributori(s. Oeneral Rule 83 . Mcefi)i{i of „ 84. Creditors and ,. 85. Contributories ,, ^Q. Rule 47 . . i . . . . . See formerly ., 87. Ji.iiikiuiitc Hules, 1.Sm; Rules of ;inil l.s;0. ISO-i. ]'.. A. 1883 1 st Sch (6) Rule 251. ,, 25.3. „ 2.54. P.. A. 1883, 1st Sch. (7). Rul(" 2.55. • Adopts § 91 of Act ol ,, 2.52. 1862. „ 256. „ 257. „ 217. „ 218. Comp.nie r. 342. 302. Rule 184. Compare r. 186. Rule 185. Seefonnerlv Rules 8— 19. 341 340. 312. See formerly Rules 36— 42. See formerly Rules 29— 31. 88. ■jAr.i.i; oi' A (I' AM) ]{ri,i;s. -il CoiiiiKinies Wiii(linj> uji Rules, IS'.iO. Collection and liiiiikniptcv Kulrs, Inm; ami IS'.'O. 1 1 lilll.-, nl t '<>iji)>ai)i(.s Wimliii^' U]! I!iil.-s. Is'.iO. Rule 132 . l!ankrni)tcv KuIps, l«8f. i and 1S90. i RiileH of Rule 316. Distribution ,, 133. of Assets. Dtrisfment of' Rule 8Jt. Funds. , 1 ,. !♦!'. Rule 134 . 1 See formerly „ <•!. /irconnls and Rules 43 & Calls. 1 Audit. ; 44. Rule 92. ' Rule 135 . „ 288 . .Secfonucrlv ,. 93 . . Rule 33. .. 13rt . ., 289. Rules ll', ,. 94 " ,, 34. .. 137 . ;, 308. 13, 17,18, „ 9.5. „ 1.38 . 290. 1 19. Proof's. .. 139. Kule 9(5 B. A. 2u(l ScIkmI. (1) . Seef'oinieilv .. 140 . .. 291. „ ^7 . (2). Kule.s20— .. Ill . .. 292. ,. 9S . ■ (3). 1 28. .. 142 . 295. j ,; 9i« . . (4). Jlooks. 1 H'li (•''). Itulc 143 . I ., 285. ; .. I'll . («). ,, 144 . 1 ., 286 and 287. ., 102 . (8). lletjister and i ,, 1":'' ■ (15^). 'File of t i .. liil . (20). (21). IJule 220. 1 Proceed inqs. \ ., l""i • Paile 145 . See form erlv ,. lot; . ., 146. ! Rules 57 i: .. 107 . .. 221. ,, 147 . 1 „ 17. 58. .. los . ., 222 ami 222a. lie I case of ,, 109 . ., 223. Liquidator'. Admission Rule 148 . „ 309. and Rejection „ 149 . ,. 310. of Proofs, and Pools and Appeal to the Returns hy (\)urt. Officers of Rule 110 . li. A. 2ua Scheil. (22). Court. .. Ill . (24) & Rule 230. Rule 150. „ 151. .. U-2 . H. A. 2u IMT.KS. r.piii)iaiii.s Wiiiiliiij,' up Rules, 1890. Bauknip ai cv Rules, .1" is; in. issi; Rules of 18(i2. ('oiiijiaiiifs Wiiiiliiif: up Hulls, ISIK). Rule 177 . Haukiuptcv Rules, and IS! 10. I'.. .\. ?■ 11.!. 18S0 Rules of ISil-.'. Sjjccial Manager. ., 178. Rule Vrl . Kiilf :3n. .. 17P. Attendance, .. 180. Repeals d:c., of Rulesl862 Parties. iiml Forni> Utile 173 . Rule t;0. as to wind- ., 174 . . „ (is. ing up In MiHCcllancoti.s tlie Court Matters. ' alter 31.st llule 175 . ,, 347. l)cc.,1890. „ 176 . „ 3.51. 43 COMPANIES (WrNDINO IP) ACT, 1890. 58 .1- 54 Vict. c. G3. ARRANGEMENT OF SECTIONS. Section. 1. Juii.'jdii'tioii to wiiul up coiiiiiauifs. 2. CuiuliK't of \viiuliiif<-ui) business in High Couit. 3. TmnslVr of proLccdings. 4. Provisions as to liijuidator. 5. Power to appoint special manager. 6. ^Meeting of creditors. 7. Statement of oonipaiiy's afl'airs. 8. Report on winding up and piooeedings thereupon. 9. ("ommittee of ins])eetion. 10. Power of Court to assess damages against delimiuent directors, oflicers aud l)r()moters. 11. Payment of money into Pauk of Enghuid. 12. Powers of liciuichitor. 13. Delegation to li(iuidator of certain powers of Couit. 14. Power for official receiver to apply as to voluntary winding up. 15. Information as to pending liquidations. 16. Investment of surplus funds on general account. 17. Separate accounts of particular estates. 18. Interests on balances iibove two thousand pounds. 19. Certain receijits and fees to be a]>plied in ai to the meaning of this, S 32 (3). (/() As to the sittings of the County Courts, see Kulcs 18 and 1!». nil \ ')4 VK r, ( . (\;\. 45 this Act, ii pt'titinii ti) wind up tlir (•<)iii[)aiiy or to continue tlie •''sets. 1—2. winding up of the conipuuy uiuh'i- tlic supervision of tlie court shall he presented to tlnit county court. (4.) Provided tlnit wliere n company is formed for worlcing mines within the Stannaries and is not shown tt^ he actually working mines heyond the Hmit>, of tlie Stannaries, or to he engaged in any other undertaking heyond those limits, or to liave entered into a contract for such working or undertaking, a petition to wind up the coni[)any or to continue the winding up of the company under the su[)ervision oi' the court shall he presented to the Stannaries court whatever may 1)C the amount of tlie capital of tlie company and wherever the registered office of the company is situate (i). (5.) The Lord ('haiicellor may hy order (/,} exidude a countv court from having jurisdiction under this Act, and for the pur- poses of such jurisdiction may attach its district, or any part thereof, to the High Court or to any other county court, and nniy revoke or vary any such order {!). In exercising his powers undei- this section the Lord Chancellor shall provide that a county court shall not have jurisdiction under this Act unless it has for the time heing jurisdiction in hankruptcy. (6.) Every court having jurisdiction under this Act to wind up a company shall for the purposes of that jurisdiction have all the powers of the High Court, and every jirescrihed [in) officer of the coiu-t shall perform any duties which an officer of the High Court may discharge hy order of the judge thereof or otherwise in relation to the winding up of a company. (7.) Xothing in this section shall invalidate a proceeding hv reason of its being taken in a wrong court {ii). 2. Subject to general rules and to orders oi' transfer made <-'on luct of under the authority of the Su))reme Court of Judicature Act, business ^'n Higli 1873, and the Acts amending it, the jurisdiction of the High s^kBT Vict Court under this Act shall, as the Lord Chancellor may from *^ ''''• (r) This sub-sectidii would appear of pending busines.s. to supersede 50 & 51 Vict. c. 43, ()/(.) Prescribed means by general § 28, though the latter is not ex- rules. See i^ 32. pressly repealed. (/*) See Re French, 24 Q. K I);v. (k) See Order of the 2<)tli <;:{. and fJr ]>arfe Maji. \4 (). ]\. \\ November, 1890, infrn. 'M, (Inidi'd on a similar provision ,4 (/) See Rule 15 as to the transfer the Hankruptcy Act, 1>=;83(>5!)5 (3)). 46 THE COMrANIi;s (\VINI>IN(. VV) ACT, 18'jO. Sects. 2 — 4. Transfer of jirocuciling^. rovisions asi to liijiiidator. time to time bv general order ('/) direct, be exercised, either generally or in specified classes of cases, either by such judge or judges of the Chancery Division of the High Court as the liOrd Chancellor may assign to exercise that jurisdiction, or by the judge who, for the time being, exercises the bankruptcy jurisdiction of the High Court. 3. — (1.) The winding u[) of a c()ni})any or any prt)ccedings therein luay at any time and at any stage, and either with or without ap{)lication from any of the i)arties thereto, be transferred from one court to another court, or may be re- tained in the court in which the proceedings were commenced, although it may not be the court in whicli the proceedings ought to have been commenced. (2.) The powers of transfer given by the foregoing provisions of this section may, subject to and in accordance with general rules, be exercised by the Lord Chancellor or by any judge of the High Court having jurisdiction under this Act, or, as regards any case within the jurisdiction of any other court, by the jndge of that court (q). (3.) If any question arises in any winding up proceeding in a county court or in the Stannaries court whicli all the parties to the proceeding, or whicli one of them and the judge of the court, may desire to have determined in the first instance in the High Court, the judge shall state the facts in the form of a special case (r) for the opinion of the High Court, and there- upon the special case and the i)roceedings, or such of them as may be required, shall be transmitted to the High Court for the })urposes of the determination. 4. — (1.) On an order [s] being made by the court for wiiid- {<>) See (Jiilfi- 111' 2!Hli Nuveiiiln r, iiieiiced pieviously to the pus.silig of 1890, piiiited /////v. llieAct. See J; 31. >iw Ji" JFielnnd, (q) Sue, generally, as lu llic .') ('li. 486, and note in Vate-Lee on transfer of proceedings, Kales 8-l."t. Bankruptcy, p. r)IO, ;3rd ed. Wliillier nr not a transfer should (/•) As to the right of appeal fmni be made is a matter of discretion, the decision of the judge, see Ex Ex parte Soanrs, 1.3 Q. B. D. 484, jmite Jhiara, 17 Q. B, Div. 275, decided nuder a .similar section in decided nnder a similar cLiuse in tiie Bankruptcy Act, 1883 ; ami an the Bankruptcy Act, 1883. appeal from a r.-fusal to inaki' the (,s) That is a compulsory ordei', order will lie if the judm- refuses see J; 31 (i\ As to the form and to exercise his discretion (ili.). contents of the order, see Rules 38- i^u. if the jiowcr of transfer here }!. given extends to proceedings com- 5:3 v'c 51 VICT. c. ()3. 47 \urf up ii c()ini)i\iiy the oHiccr hereinafter mentioned shall, by ^'ct- <• virtue of his oflice, lieci>nie the provisional liquidator of the company, and shall continue to act as such until he or another l)erson (c) het.'onics li(|uidator and is (■ai)ahlr (d" acting as such. (2.) The said oilic* r sliidl he the ofiicial receiver, if any, attached to the court for l»ankrui)tcy purposes, or if there is more tlnni one such olhcial receiver, then such one of them as the l^oard of Trade nniy a])iioint, or, if there is no such oHicial receiver, then an olVicer a})})ointed foi- the pui'ixjse hy the ]M)ard of I'rade. Any such olHcer shall for the purpose of his duties under tliis Act he styled the official receiver (c/). (3.) AVhen a i)erson other than the oilicial receiver (c) is appointed liquidator of a company he shall be styled liquidator and not ofiicial li(juidator of the company, and the provisions of the Companies Acts relating to the official liquidator shall, in their application to him, be construed as if the word " offi- cial " were omitted therefrom. Su( h a i)erson shall not be capable of acting as liquidator until he has notified his ap- pointment to the registrar of joint-stock com^janies and given security in the nnmner prescribed ( /") to the satisfaction of the Board of Trade. He shall give the official receiver such infor- mation and such access to and facilities for inspecting the books and documents of the company, and generally such aid, as may be requisite for enabling that officer to perform his duties under this Act. (4.) If any vacancy occurs in the office of li([uidator of a company, the official receiver shall, by virtue of his office, be the li(iuidator during the vacancy {(j). (5.) The official receiver may be appointed by the court provisional licpudator [h) of the company at any time after the ((•) As tn the ;i|iiHiinliiu'iit u( u vj !»:i, now in pari repealed. .See liiiuulator, see i^ iN(; it) act, ISOO. Sects. 4—6. presentation ot" the petition and before a winding-up order has been made. (6.) Where an application is made to the court to appoint a receiver on behalf of the debenture holders or other creditors of a company the otVicial receiver ma}' be so appointed (i). Power to appoint 5. — (1.) Where the otlicial receiver becomes the liquidator special manager. • • n *i • i -c ot a company, ^vliether provisionally or otlierwise, Jie may, it satisfied that the nature of the estate or business of the com- pany, or the interests of the creditors or contributories gene- rally, require the appointment of a special manager of the estate or business of the company other than himself, apply (/c) to the court to, and the court may on such application, appoint a special manager (/) thereof during such time as the court may direct, with such powers, including any of the powers of a receiver or manager, as may be entrusted to him b}' the court. (2.) The special manager shall give such security (m) and account (w) in such manner as the Board of Trade direct. (3.) The special manager shall receive such remuneration (n) HS may be fixed b}' the court. Meeting of 6. — (1.) When the court has made an order for winding up a cominmy the official receiver shall summon separate meet- ings (p) of the creditors and contributories of the company for the purpose of — ((/) determining whether or not an ai)plication (q) is to be made to the court for ai)pointing a liquidator in the place of the official receiver ; and (b) determining whether or not an application is to be made to the court for the ai)pointnient of a com- mittee of inspection to act with the liquidator, and who are to be the members of such committee if appointed (/■). (i) See as t(i the jdvvinus law, {p) Set,- Jiuli;s 43-40. 7?r Henry PnuncJ, Son ami Huirhinij^, ('/) As to the form of the applica- 42 C'h. Div. 402. tioii, see Rules 4-6. (A-) (^u. Ix-foie the wiu(liiig-U]i (*) No defect or ineLiularity iu order. ll'*^ appointment of a hquidator or (/) See Rule 42. member of the committee of inspec- {iii) See Ruh's (JT and (iH. tion vitiates an act done T)y him in (7i) See Rule 174. good faith. Rule 177 (2). i^o) See Ruhs 31 and 12 (2). 53 .t 54 VICT. c. 68. 49 The court may make any apixiintiuciit and (.nlcr iciiuired Sects. 6—7 . to give effect to any such determination {>>), and if tliere is a difference l)et\veen tlie determinations of the meetings of the creditors and contributories in respect of any of tlic matters mentioned in the foregoing provisions the court shall decide the difference and make such order thereon as the court may thiidv fit. (•2.) The provisions of the First Schedule to this Act shall, subject to such modifications as may be made therein by general rules, apply to any meeting summoned in pursuance of this section (t). (3.) In case a liquidator is nut appointed by the court the official receiver shall be the litpiidator of the company. 7. — (1.) ^^'here the court has made an order for winding Statement <.f up a company, there shall be made out and submitted to the am?ir's"^ ^ official receiver a statement as to the afiairs (//) of the company in the prescribed form, verified by affidavit, and showing the particulars of the assets, debts, and liabilities of the company, the names, residences, and occupations of the creditors of the company, the securities held by them respectively, the dates when the securities were respectively given, and such further or other information as may be prescribed or as the official receiver may recpiire. (2.) The statement shall be submitted and verified by one or more of the persons who are at the time of the winding-up order the directors and by the person who is at that tinu' the secretary or other chief officer of the company, or by such of the persons being or having been directors or officers of the company or having taken part in the formation of the company at any time within one year before the order for winding-up the company, as the official receiver, subject to the direction of the court, may require to submit, and verify the same {.>■). (3.) The statement shall be submitted within fourteen days from the date of the order, or within such extt'Uj'd time as (.s) fe'ee Rules 63 GC. Mil.-scctii.n (4) and Uule lil. (0 As totlu'nilfs^'overuiiig otluT (.-•) The wiiKliii^Lj-up order i.s to nuetiiigs, see Rules 47-57. cjntain a n.ite that it will b.' the (h) See,generally, as to this state- duty of surh persons u> attend un ment, Rules r)8-62. As to the costs the dlli.ial r,-ceiver furihwith on of any person making or concurring service of the order at the place in making tliis statement, see iufni, mentioned therein, see Rule .38. Iv.C.S. E 50 THK COMrAXlKS (WINDIN*. I t) ACT, 1890. Sects. 7—8. the ofllicial receiver or tlic court may for special reasons appoint (//). (4.) Any person making or concurring in making the state- ment and airuhivit ro(|uirc.l hy this section shall be i'.Howed, and shall be paid liy tlie oflicial receiver, out of the assets of the c()mi)any \:), such costs and exi)enses incurred in and about the preparation and making of such statement and ath- davlt as the ofHcial I'eceiver mny consider reasonable, subject to an ai)i)eal to the court {^O- (o.) If any ])erson, without reasonable excuse, makes default in complying with the requirements of this section, he shall be liable to a fine not exceeding ten pounds for every day during which the default continues (/>). (G.) Any person stating himself in writing to he a creditor or contributory of the company shall be entitled by himself or by his agent at all rciisonable times, on i)ayment of the pre- scribed fee, to inspect the statement submitted in pursuance of this section, and to a cojiy thereof or extract therefrom. But any person untruthfully so stating himself to be a creditor or contributory shall be guilty of a contempt of court and shall be punishable accordingly on the api)lication of the li(j[uidator or of the official receiver. Repoiton 8. — (1.) AVhere the court has made an order for winding-up wiiKliiii: up and ,■, n* • i • in i- i i i.rocee(lin"s '^ couipauv, the oiiiciai receiver sJuul, as soon as practicable theixupou iifter receipt of the statement of the company's affairs (c), sub- mit a preliminary re2)ort {) if the compaii}- has failed, as to the causes of the failure ; and {(■) whether in h'.s ojtinion I'urther iiupiiry is desirable as (//) As to the ;ipi>lic;iliH S: 54 vrcT. c. m. 51 to iuiy iimtter relutiii};' to llu; p'/oinotion, forma- '^®ct. 8 tioii, or failure of the coiapauy, or the cou'Uiet of the business thereof. (2.) The oillcial receiver may also, if he thinks lit, make a mther report, or fin-;li"r rei)orts, statin^j; the maimer in which the company was formed and whetlu r in his opinion any fraud has been committed by any person in the promotion or forma- tion of the company or by any director or other ofVicer of the company in relation to the company since the foi-mation thereof, and any other matters which in his opinion it is desirable to bring to the notice of the court. (8.) The court nn\y, after ct)nsideration of any sucli report, direct that any person who has taken any part in the i)romo- tion or formation of the company, or has been a director or oflk'er of the company, shall attend before the court on a day appointed by the court for that i)nrpose, and be publicly examined (f) as to the promotion or formation of the company, or as to the conduct of the business of the company, or as to his conduct and dealings as director or officer of the company. (4.) The official receiver shall take part in the examination, and for that purpose may, if specially authorised by the Board of 'J'rade in that behalf, employ a solicitor with or witliout counsel. (5.) The liquidator where the official receiver is not the liquidator and any creditor or contributory of the comi)any may also take part in the examination either personally or by solicitor or counsel. (G.) The court may put such questions (/) to the person examined as to the court may seem expedient. (7.) The person examined shall be examined on oath, and it shall be his duty to ar.swcr all such questions (7) as the court may put or iillou- to be i)iit to hhn'Ji). The person (f) See generally as to this ( ij) A person who refuses to examination, llules 72-77. As to answer (luestions may be conuiiitted, taking sliorthaud notes uf tlu- evi- see RuU> 17. dence, see liiile 1(J. (A) If the jierson fails to attend, a (/) As to questions tending to warrant for his arrest may b.' issued, criminate, see E.r 2wrt:: Schohjidd, .see Rule 7G. 6 Ch. D. 2.30. £ 2 62 THE COMPANIES (WINDING UP) ACT, 1890. Sects. 8—9, exftmined shall at his own cost, prior to such examination, be funiished with a coj)y of the official receiver's report, and shall also at his own cost be entitled to employ at such examination a solicitor with or without counsel, who shall be at liberty to put such questions to the person examined as the court may deem just for the purpose of enabling that person to explain or qualify any answers given by him. Provided always, that if such person is, in the opinion of the court, exculpated from any charges made or suggested against him (/), the court may allow him such costs as the court in its discretion may think lit. Notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined, and may thereafter be used in evidence against him (A). They shall also be open to the inspection of any creditor or contributory of the company at all reasonable times. (8.) The court may, if it thinks fit, adjourn the examination from time to time. (}).) A public examination mider this section may, if the court so directs, and subject to general rules (/), be held before any judge of county courts, or before any officer of the Supreme Court, being an official referee, master, registrar in bankruptcy, or chief clerk, or before any district registrar of tlie High Court named for tlie purpose b^y the Lord Cliiincellor, or in the case of companies being wound up by a Palatine court, before a registrar of that court, and the powers of the court under sub-sections six, seven, and eight of this section may (except as to costs) be exercised by the jierson before whom the examination is held. Committee r.f 9. — (1.) A committee of inspection (in) appointed in mspec ion. pursuance of this Act shall consist of persons being creditors or contributories of tlie company or i)ersons holding general (?) It (Iocs iKjt a]ipcar tliut tlic 17, notes of tlic ])ulilic cxaTiiinatioii Court's power of oxaniiiiation under of a debtor in bankruptcy were put tliis section is limited to persons in evidence in the case of pro- a;,'ainst wlioin charges are made or ceedings under tlie Snlicitois' Act, suggested. The Court would have 1888, § 13. power to give such a person his costs (/) See Rule 72. under § 5 of the Judicature Act, (rn) As to the remuneration of 1890 (53 & r)4 Vict. c. 44). members of the committee, see Rules (/,•) In Ff n Solicitor, 2') Q.B.'Div. I^A ef s^q. As to their disabilities 63 & 54 VICT. c. f)-3. 53 powers of nttonicy I'loiu sudi jx rsoiis in siidi i)r()j)orti(>iis as ^^''^- ^• may be agreed on bv the meetings of rreditors and contribu- tories or as, in case of ditrorenre, may be determined hy the eourt. (2.) 'J'bc coniniiLtee of inspL'dion shall meet at such times as they from time to time api)oint, and, failing such ai)i)oint- ment, at least once a month ; and the li(|uidator or any mem- ber of the committee may also call a meeting of the committee as and wlim he thinks necessary. (8.) 'I'he committee may act by a majority of their members present at a meeting, but shall not act unless a majority of the committee are present at the meeting. (4.) Any member of the committee may resign his oflice by notice in writing signed by him, and delivered to the liquidator. (5.) If a member of tlu' committee becomes bankrupt, or compounds or arranges uith his creditors, or is absent tVom five consecutive meetings of the committee without the leave of those members of the committee who together with himself rei)resent the creditors or contributories as the case ma}' be, his oflice shall thereupon become vacant. (6.) Any member of the committee representing creditors may be removed by an ordinary' resolution at any meeting of creditors of which seven days' notice has been given, stating the object of the meeting. Any member of the committee rei^resenting contributories may be removed by an ordinary resolution at any meeting of contributories, of which seven days' notice has been given stating the object of the meeting. (7.) On a vacancy occurring in the ofhce of a member oi' the committee, the liquidator shall forthwith summon a meeting of creditors or of contributories (n) as the case may require, for the purpose of filling the vacancy, and the meeting may, by resolution, re-a])point the same or ai)point another creditor or contributory to fill the vacancy. (8.) The continuing members of the connnittee, provided in dealing with the assets of tlic Rule 177 (-2). company, see Rules 136 ct scq. A (/() As to the lule^ yuverning the formal defect in tlie appointment of meetings of creditors and contribu- any member will not invalidate any tories other than the Hist meeting, act done hy liim bund Jide, see see Rules 47 C>7, 54 'iJlK cOMrAKIKS (WINI'IXU L'P) ACT, 1890. Pi.wcr of couit 10 as CSS J Kio may be leferred to U]ion the construction of tl.e jiresent section. See, for these, Lindley on the Law of Companies, ]'p. (i94 et seq. ((j) See Rules Vtl and 7!) as to the foim of the application. (,•) See Hules 10 and 17. 53 .1' 54 VICT. c. m. 55 is being wound up by or subject to the supervision of tlic Court Secta. .lo— il. or is bein<^ wound up voluntaril}', and wbetlier the winding-up commenced before or after tlie passing of tliis Act, and notwith- standing that the offence is one for which the offender may he criminally responsible. 11. — (1.) An account, called the Companies /.{(piidation Paymciii of - iiioncv into I?anli Account, shall be kept by the Board of Irade with the J>ank or of England. Englaiul, and all moneys received by the Board of Trade in respect of proceedings under this Act shall be paid to that account. (2.) Every li(|uidator of a company which is being wound up by order of tlic court shall, in such manner and at such times as the Board of Trade, with the concurrence of the Treasury, direct, pay the money received by him to Ihe Companies liiquidation Account at the Bank of England, and the 13oard of Trade shall furnish him with a certificate of receipt of the money so paid. (3.) Provided that, if the committee of inspection satisfy the Board of Trade that for the purpose of carrying on the busi- ness of the company or of obtaining advances, or for any other reason, it is for the advantage of the creditors or contributories that the liquidator should have an account Avith any other bank, the Board of Trade shall, on the application of the committee of inspection (s), authorise the liquidator to make liis paynunts in.to r.nd out of such other bank as the committee may select, and thereupon those payments shall be made in the prescribed manner (0- (4.) If any sudi liquidator at any time retains for more than ten days a sum exceeding fifty pounds, or such other amount as the Board of U'rade in any particular case authorise him to retain, then, unless he explains the retention to the satisfaction of the Board of Trade, he shall pay interest on the amount so retained in excess at the rate of twenty pounds per centum per annum, and shall be liable to disallowance of all or such part of his remuneration as to the Board shall seem just, and to be removed from his office by the Board, and shall be liable to pay any expenses occasioned by reason of his default. (.s) As to tlu; iijoile of a]>i>lyiii;^ (/) Sol- Rule 81, see Rule 8:2. 56 TIIK fOMl'AXIES (winding UP) AC'T, 1890. Sacts. 11—12. (^5^) ^yi piiyiiieiits out of money standing to the credit of the Board of Trade in the Companies Liquidation Account shall he made hy the Bank of I^ngland in the prescrihed manner (/()• (6.) No liquidator of a company which is heing wound up hy order of the Court shall pay any sums received hy him as liquidator into his private hanking account. Powers of IS. — (1.) The liquidator (jf a conqjany Avhich is being wound liquidator (x). i ^i , • i i ■ ■ ^ .■ ^ , / ^ up by the court may, witli tlie sanction eitlier (»t Uie court (//j or of the committee of inspection (z), carr}' on tlu; business of tJie company (a), or bring or defend any legal proceeding in the name and on behalf of the conq)any, or exercise any of the powers conferred by section one hundred and fifty-nine or •25 & 26 Vict. section one hundred and sixty of the Comi)anies Act, 1862. C. 89. r ^ ■ ■ . (2.) The liquidator of any such company ma}', without the sanction of the court or of the committee of inspection, exercise any of the other powers conferred on the licpiidator by section ninety-five of the Companies Act, 1862. (3.) The exercise by the liquidator of the powers referred to in this section shall be subject to the control of the court, and any creditor or contributory may apply to the court with respect to any exercise or proposed exercise of an}' of those powers. (1.) The li(|uidator of a conq)any which is being wound up by order of the court may, with the sanction either of the court or of the committee of inspection, employ a solicitor {aa) or other agent to take any proceedings or do any business which the li(piidator is unable to take or do himself. The sanction aforesaid must be a sanction obtained before the (a) I.e., as the Board of Trade 1^37), and lie and the nuinhi-r.s may from time to time direct. .See of the committee are pruhibite llic application, see T^ulr- 132. 53 \' 54 VK T. c. G3. 59, and tlio Board of 'J'radc may, on a ccititicate by the Jinni- ^^'''^''- l^— !"• dator that the person elainiing is entitled, make an order for the payiuent to that person of tlie smn due. Any person dissatisfied with the decision of the Board of Trade in respect of any claim made in pursuance of this section may appeal (o) to the Hi<^h Court. (fi.) This section shall ai)ply whether the winding up of the company has connnenced before or after the commencement of this Act (/'). 16. — (1.) "\Vhcnev;_'r the cash balance standing to the credit Investment of » , -, ..... . . ^ , surplus funds oi the Companies Jacpiuuition Account is m excess oi the on general amount which in the opinion of the Jioard of Trade is rerpiired account, for the time being to answer demands in respect of comi)anies' estates, the Board of 'J'rade shall notify the same to the Treasury, and shall pay over the same or an}' part thereof, as the 'J'rcasury may require, to the Treasury, to such account as the Treasury may direct, and the Treasury may invest the said sums, or any part thereof, in Government securities, to be i)laccd to the credit of the said account. (2.) Whenever any part of the money so invested is, in the opinion of the Board of Trade, recjuired to ansv.er any demands in resjiect of companies' estates, the Board of Trade shall notify to the Treasury the amount so required, and the 'J'rc asury shall thereupon rei)ay to the Board of Trade such !;um as may be rr(;uired to the credit of the Companies Li(pii- dation Account, and for that jnirpose may direct the sale of such part of the said securities as may be necessary. (3.) The dividends on the iiiv( stments under this section shall be p:iid to such account as tlie 'Treasury may direct, and regard shall be had to the amount thus derived in iixing the fees payable in respect of proceedings in the winding up of companies. 17. — (1.) An account shall be kept by the Ijoard of Trade ?e['arate ot tJie receipts and payments m tlie winding up ol each particular conii)any, and when the cash balance standing to the credit of <^^'^'^®- the account of any comi-any is in excess of the air.ount which, in the opinion of the committee of inspection, is required for (o) The appeal mast Le lm)U;,'ht (]i) It a'.so applies to a volmitary witliiii 21 clays, Rule 170, unless wimling-ui) nr a winding-up under the time be extended, IJule 17(). supeivisidu, see Eule \-2(\ 60 Sects. 17—20. Interests on balances above two thousand pounds. Certain receipts and fees to be applied in aid of expenditure. Audit of liquidator's accounts. THE COMPANIES (WINDING UP) ACT, 1890. the time being to answer demands in i-espect of that company's estate, the Board of Trade shall, on the request of the com- mittee (q), invest the amount not so required in Government securities, to be placed to the credit of the said account for the benefit of the said company. (2.) "Whenever any part of the money so invested is, in the opinion of the committee of inspection, required to answer any demands in respect of the estate of the company of the assets of wliich the money so invested formed part, the Board of Trade sliall, on the request of the connnittee (r), raise such sum as ma}' be required by the sale of such part of the said securities as may be necessary. (3.) I'he dividends on the investments made under this section sliall be paid to the credit of the company of the assets of which the money so invested formed part. 18. When tlie bahmce at the credit of any company's account in the hands of the Board of Trade exceeds two thousand pounds, and the liquidator gives notice to the Board of Trade that the excess is not required for the purposes of the liqui- dation, then such comj)any shall be entitled to interest ui)on such excess at the rate of two j^er centum per annum. 19. The Treasury' may from time to time issue to the Board of Trade in aid of the votes of Parliament, out of the receipts arising from fees, fee stamps, and dividends on invest- ments by the Treasury under this Act, an}' sums which may be necessary to meet the charges estimated by the Board of 'irade in respect of salaries and expenses under this Act. 20. — (1.) Every li(iuidator of a company which is being wound up by order of the court shall, at such times as may be prescribed, but not less than twice in each year during his tenure of office, send to the Board of Trade, or as they direct, an account (s) of his receipts and payments as such liquidator. (2.) The account shall be in a prescribed form, shall be made in du})licate, and shall be verified by a statutory declaration in the prescribed form {ii). ('/) See llule 134 (1), as to the the utlicial receiver is litj^uidator he form of the request. is to account as the Board of Trade (r) See Rule 134 (2). shall direct, and not as provided hy (s) See as to the litiuidaioiV these rules. See Rule 168. accounts, Rulv!^ 135-142. When (») See Forms 77 and bl. 53 il- 54 virr. r. 08. 61 (3.) The Board of Trade shall cause the accounts so sent to Sects. 20-22. be audited, and for the purpose of the audit the liquidator shall furnish the Board \vith such vouchers and information as the Board may require, and the Board may at any time require the production of and inspect any hooks or accounts kept by the liquidator, (4.) AVhen any such account has been audited, one coi)y thereof shall be filed and kept by the Board, and the other copy shall be filed with the court, and each copy shall be open to the inspection of any creditor, or of any person interested. (5.) The Board of Trade shall cause the account or a summary thereof when audited to be printed, and shall send a printed copy thereof by post to every creditor and contributory (r). 21. Everv liquidator of a companv which is hc'uv' wound up poukstole kept by order of the court shall keep, in manner presciibed, proper books (y) in which he shall from time to time cause to be nnide entries or minutes of proceedings at meetings, and of such other matters as may be prescribed, and any creditor or con- tributory of the company mav, subject to the control of the court, personally or by his agent inspect any such books. 22, — (1.) AVhen the liquidator of a comjiany which is being Release of liquidators. wound up by order of the court has realised all the property of the company, or so much thereof as can, in his opinion, be realised without needlessly protracting the liquidation, and distributed a final dividend (z), if any, to the creditors, and adjusted tbe rights of the contributories between themselves, and made a final return, if an}-, to the contributories, or has resigned, or has been removed (a) from his office, the Board of Trade shall, on his application (J>), cause a report on his accounts to be prepared, and, on his complying with all the requirements of the Board, shall take into consideration the report, and any objection wliich mav be urged by any creditor, or contributory, or person interested against tlie release of the liquidator, a!ul shall either grant or withhold the release (x) See Rule 139. (h) Btfore making,' an aiiplicatitm {y) See Rules 143, 144. for release tlie lifjuiiiatur must <,'ive (z) A.s to notices of dividends, see notice to all the creditors wlio have Rule 122. proved and to the contributories, (a) As to his removal, see t'ltpm, l!ule 14^, p. 27. '"62 TlIK CoMTAXIKS (wiXDINCi Ul') ACT, 1890. Sects. 22— 23. accordingly, subject nevertheless to an appeal (<•) to the High ■ Court. (2.) Where the release of a liquidator is withheld the court ma}', on the application of any creditor, or contributory, or })erson interested, make such order as he thinks just, charging the li(piidator with the consequences of any act or default he may have done or made contrary to his dut}". (8.) An order {(I) of the Board releasing the liquidator shall discharge him from all liability in respect of any act done or default made by him in the adr.iinistration of the affairs of the company, or otherwise in relation to his conduct as liqui- dator (r), but Jiny such order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact (/). ■" (4.) Where the licpiidator has not previously resigned or been removed, his release shall operate as a removal of him from his office. Disereiionary 23. — (1.) Subject to the provisions of the Companies Acts, iiquuhtor and the liquidator of a company which is being wouiul up by order control thereof. ^^£ ^j^^ Court shali, in the administration of the property of the company and in the distribution thereof amongst its creditors, have regard to any directions (g) that may be given bv resolution of the creditors or contributories at any general meeting, or by the committee of inspection, and any directions so given by the creditors or contributories at any general meeting shall in case of conflict be deemed to override any directions given by the committee of inspection. (2.) The liquidator may from time to time summon general ((•) Tlie appc-al must Ix' broii^lit dauso in llie I!aiikiiq)lcy Act, 18(59. williin 21 (lays uiil("^s the time is ( v) As to directions of a committee extended, KuUs 170 and 17(i. -wliicli are nlira vires or otlierwise ((/) The order nuist Le gaz.etted, im])roper, see Ex jmrte Emmanuel, liule 149. 1" t'l'- l^i\- •^■'N -^^'-i' 'parte Cockr, (c) On llie release of tlie lii[uiilat(.v 21 ( 'li. Div. .'^97 ; Ex parte Straw- he nuist deliver all books and docu- hridye, 25 Ch. Div. 266, decided ments relating to the office of liipii- upon the Bankruptcy Act, 1869. dator to the official receiver ; until A li(pudator acting unreasonably this has been done the release does although under the instruction of a not take effect, Eule 141. committee of inspection may Le (/) See Ex parte Societe Coch-ill, liable personally for any costs ;j Ch. I), ll.'i; Ex parte Carter, 8 incurred, see Ex parte Broicn, 17 Ch. D. 731, decided upon a similar Q. B. Div. 488. 5:3 .*i: 5-1 VICT. c. 03. '68 meetings (//) of the creditors or contributories for tlie purpose Sects. 2:3-25. of ascertiviniii^f their wislies, and it sliiiU he his duty to summon meetings at surh times a.-:; the creditors or contributories, by resolution, either at the meeting appointing the H(pii(hitor or otherwise, may direct, or whenever re(iue-ted in writing to do so by one-tenth in Vidue of tlie cre(htors or contributories as the case may be ('). (3.) The licpiidator nniy apply to the cotnt in nnmncr prescribed for directions in relation to any particular matter arising under the winding up. (4.) Subject to the provisions of the Companies Acts, the liquidator shall use his own discretion in the management of the estate and its distribution among the creditors. 24. If any person is aggrieved (A) hv any act or decision of Appeal to - ""^ . . ' . ^ court against the li(iuidator of a company which is being wound up by order liquidator. of the court, he may ai)ply (/i7.) to the court, and the court nniy confirm, reverse, or modii'y the act or decision complained of, and make such order in the premises as it thinks just. 25. — (1.) The Boiird of Trade shall take cognizance of the Control of Board .... , . , of Trade over conduct of liquidators ol companies which are being wound up liquidators. by order of the court, and in the event of any such liquidator not faithfully performing his duties and duly observing all the requirements imposed on him by statute, rules, or otherwise, with respect to the performance of his duties, or in the event of any complaint being made to the Board by any creditor or contributory in regard thereto, the Board shall iiKpiire into the matter, and take such action thereon as may be deemed expedient. (2.) The Board may at any time require any liquidator of a company which is being wound up by order of the court to answer any inquiry made by them in relation to any winding up in which the liipiidator is engaged, and may, if the Board think lit, apply (/) to the court to examine on oath the liquidator or any other person concerning the winding uj). (h) Fur the rules gdvoining siu-li (,). r>. Div. 174 ; Kr parte Sidebotham, meetings, see Rules 47-"i7, aud see 14 Cli. Div. 458. i? 13. {kk) The application must he hy ((■) As to costs of >uiin:u:iiiu;.; iiiotioii, Rule 4 (2). nKeliu;4s, see Rule 51. (/) As to the mode uf apiiliialiou (A-) As to wlio is a per.-oii aggrieved, uiuler this section, see Rule 171. .se3 Ex parte Official Receiver, ID 64 THK COMrANIES (WIXDIXG I']') ACT, 1800. Se cts. 25—27. (3^ ';['']jg Board may also direct a local investigation to be made of the books and vouchers of the liquidator of any company which is being wound up by order of the court. General rules 26.— (1.) 'J'he I.ord Chancellor mav, with the concurrence and fees. /■it- i ' of the President of the Board of Trade, make general rules for carrying into efiect the objects of this Act (//). (2.) All general rules made under the foregoing provisions of this section shall be laid before Parliament within three weeks after they are made, if Parliament is then sitting, and if Parlia- ment is not sitting, Avithin three weeks after the beginning of the next session of Parliament, and shall be judicially noticed, and shall have effect as if enacted by this Act. (3.) Any general rule made under this section shall not come into operation until the expiration of one month after the rule has been made and issued. (4.) 1'liere shall be paid in respect of the jn-oceedings under this Act such fees as the Lord Chancellor may, with the sanction of the Treasury, direct, and the Treasmy may direct ■ ' by whom and in what manner the same are to be collected and accounted for, and to what account they are to be jiaid. (5.) All rules made and directions given by the Lord Chancellor under the foregoing provisions of this section shall be adopted by the authority for the time being empowered to make lules for rcgulr.tirg the practice or ]n-ocednre in the chancery court of the County Palatine of Lar.caster, but as so adopted shall have tftect with the substitution of the words "vice-chancellor" for the word "judge," and the word "registrar" for the words "chief clerk," and of the words " chambers of the registrar" for the words " chambers of the judge" and "judge's chambers," and any directions as to the remuneration to be allowed to officers of that Court in respect of proceedings under this Act shall be subject to the sanction of the Chancellor of the Duchy and Coinity Palatine of T^ancaster. Oflicers and 27. — (1.) The ]3oard of Trade mav, with the approval of rtmui eratiou, . , i i- • i' ,v ^ the Treasury, appomt such additional ofhcers as may be re- quired by the Board for the execution of this Act, and may dismiss any person so appointed. (2.) Ihe Board of Trade, with the concurrence of the Trea- (//) Fur the nilcs made xuuU-r tlii.-? ^^ection, i-ee infra, pp. 71 ct seq. C. / / . r,3 & ;14 VICT. c. f;3. 65 sury, shall direct whether any and what leimineration is to be Sects. 27—29. allowed to any officer of, or person attached to, the Board of 'I'rade, performing any duties under this Act, and may vary, increase, or diminish such remuneration as they may think fit. (3.) The Lord ("hancellor, with the concurrence of the Trea- sury, shall direct whether any and what remuneration is to be allowed to any person (other than an officer of the Board of 'i'rade) performing any duties under this Act, and may vary, increase, or diminish such remuneration as he may think fit. 28. — (1.) The Treasury shall annualh* cause to be prepared Annual accounts and laid before both Houses of Parliament an account for the expenditure \u vear ending with the thiiiy-first day of March, showing the "'''^''f.*^* "^ receipts and expenditure during that year in respect of pro- proceedings. ceedings under this Act, whether commenced under this or 38&39NKt. any previous Act, and the provisions of section twenty-eight of the Supreme Court of Judicature Act, 1875 (///), shall apply to the account as if the account had been required by that section. (2.) The accounts of the Board of Trade under this Act shall be audited in such manner as the Treasury direct, and, for the purpose of the account to be laid before Parliament, the Board of 'J'rade shall make such returns and give sucli information as the Treasury direct. 29. — (1.) The officers of the Courts acting in the winding- Returns by up of companies shall make to the ]ioard of Trade such returns of the business of their respective Courts and offices, at such times and in such manner and form as may be prescribed, and (in) The section is as follows : — Every oftieer liy whom or in wliose 28. The Treasury .shall cause to officii fees are taken wliicli can be he prepared annually an account for fixed in pursuance of tliis Act, sliall the year ending the thirty-first day make such returns and give such of March, showing the receipts and information as the Treasury may expenditure during the preceding from time to time rerpiire for the year in respect of the High Court of i)urpose of enabling them to make .Justice and the Court of Appeal, out the .said account, and of any Court, office, or orticer, The said account shall be laid the fees taken in which or by whom before both Houses of Parliament can be fixed in pursuance of this Act. within one month after tlie thirtv- Such account shall be made out fust day of March in each year, if in such form and contain such rarliament is then sitting, or, if not, particulars as the Treasury, with then within one month after the the concurrence of the Lord (.'han- next meeting of I'ailiaiiitiit. cellor, may from time to time direct. L.C.S. F officers. 66 THE COMPANir.S (WINI>ING UP) ACT, 1890. Sects. 29—82. Proceedings of IJoard of Trade. Application of Act. Interpretation of tcrais. 25 k 26 Vict, c. 89. from such returns the Board of Trade shall cause hooks to he prepared which shall, under the regulations of the Board, he open for puhlic information and searches («). (2.) The Board of Trade shall also cause a general annual report of all matters, judicial and financial, within this Act to he prepared and laid hefore hoth Houses of Parliament. 30. — (1.) All documents purporting to he orders or certifi- cates made or issued b}- the Board of 1'rade and to be sealed with the seal of the Board, or to be signed by a secretary or assistant secretary of the Board, or any person authorised in that behalf by the President of the Board, shall be received in evidence and deemed to be such orders or certificates without further proof unless the contrary is shown. (2.) A certificate signed by the President of the Board of Trade that any order made, certificate issued, or act done, is the order, certificate, or act of the Board of Trade, shall be conclusive evidence of the fact so certified (o). 31. — (1.) This Act shall not, except where it is expressed to have a more extended application (p), apply to any company which is being wound up in pursuance of an order made before the commencement of this Act. (2.) For the purposes of this Act a company shall not be deemed to be wound up by order of the Court if the order is to continue a winding up under the supervision of the Court. (3.) This Act shall not apply to any company unless the registered (q) office of the company is situate in England or Wales. 32. — (1.) In this Act, unless the context otherwise re- quires, — " The Companies Acts " means the Companies Act, 18G2, and the Acts amending the same. ** General rules " means general rules made under this Act, and includes forms. " Prescribed " means prescribed by general rules. " Stannaries Court " means the Court of the Vice-Warden of the Stannaries. (2.) In Part IV. of the Companies Act, 1862, and in this (n) See as to these books and tlie rctunis tf> he made, "Rules 150 and 151. (o) See, also, Rule 175. {p) See §55 10, 14, and 15. (y) See, i7ifra, § 32 (:i). 53 Sc 54 VICT. c. G3. 67 Act the expression " the Court," wlieii used in rehition to a SecU. 32—35. company shall, unless the contrary intention appears, mean the Court having jurisdiction under this Act to ^viud up the company. (3.) For the purposes of this Act the expression " registered office of a company '" shall mean the place which has been the registered office of the company for the greater part of the six months immediately preceding the presentation of the petition for winding up the company, and shall include, in the case of an unregistered company, any place which in pursuance of sec- tion one hundred and ninety-nine of the Companies Act, 1862, is to be deemed the registered office of the company for the purpose of the winding up thereof. 33. The enactments mentioned in the Second Schedule to Repeal, this Act are hereby repealed, as to England and Wales, to the extent appearing in the third colunni of that schedule. 34. This Act shall come into operation on the first day of Commencemeut January one thousand eight hundred and ninety-one. 35._(1.) This Act may be cited as the Companies (^Yinding Sliort tiite. up) Act, 1890. (2.) This Act and the Companies Acts, 1862 to 1886, may be cited together as the Companies Acts, 1862 to 1890. SCHEDULES. FIRST SCHEDULE. Section 6. MEETINGS OF CREDITORS AND CONTRIBUTORIES (a). (1.) The meetings of cieditoi-s and contribiitoiies (/*) shall be held witli- in twenty-one days after tlie date of the winding up order, or witliin such further time as the court may approve (r), unless a special manager has been u]>i)()inted, in which case such meetings shall be held witliin one niontli from the date of such order or within such further time as afore- said ((/). (rt) The rules comprised in this sclieilule ceiver, r. 43. appear to apply only to the first meetings. (c) See r. 15. For the rules governing other meetings, [d) See as to the notices to be given see rules 4" 57. of these first meetings and the times for (6) Directors and officers must attend holding them, rr. 43—46. if required to do so by the Official R^- 68 Tin; (OMPANILS (\V1N1)IN(. Ul') ACT, 181)0. First Schedule. (o.) The omcial receiver of the company shall sunnunn the meeting hy p^iving not less than seven days' lujtice of the time and place thereof in the London Cazette luid in a local ])a2)er. Is'otice of such meeting shall also be sent l»y ]iost to every person appearing by the company's books to be a creditor of the romjiany and to every member of the conijtany. (3.) The oflicial receiver shall also, as soon as practicable, send to each creditor mentioned in the company's statement of affairs, and to each per- Hon appearing from the company's books, or otherwise, to be a contrilnitory of the company, a sumnrary of the company's statement of affairs (e), in- cluding the causes of its failure, and any observations thereon which the othcial receiver may think tit to make ; but the proceedings at any such meeting shall not be invalidated by reason of any summary or notice required 1)y these rules not having been sent or received Ijcfore the meeting, (4.) The meeting shall beheld at such place as is in the ojunion of the official receiver most convenient for the majority of the creditors and cou- tributories. (5.) The official receiver, or some person nominated by him, shall be the chairman at the meetings. (6.) A person shall not be entitled to vote as a creditor unless he has duly jjroved (/) a debt to be due to hinr from the company, and the proof has been duly lodged before the time ai)pointed for the meeting (fi)ir Wood, 10 Cli. D, twenty-one days. See {[>) ante, and rr. f).")4 ; and Lunacy Act, 1890, § 120. Ill, lla, and 170, unless the time be [>ii) For the form of proxies, scO extended under r. 17ti. rr. 1'23— 126, and forms 73 and 74 to {I) See generally as to proxies, rr. 1 -2^ — the general rules. 125. .\s to the po'.vcr of the committee \ii) Tlie proNy imist he lodged tli« ef tb; cstutc of a hmatic to appoint (.'.ay before the mectint', r. 123, THK toMPANlKS (WINDING VV) ACT, 1B90. First Schedule. Section 31. (19.) A creditor or a coutrilnitorv may a})]>oiiit the oHicial receiver to act in manner prescribed as his general or .special proxy [o). (20.) The chairman of the meeting may, with the consent of the meeting, adjourn { p) the meeting from time to time and from place to place. (21. ) A meeting shall not he competent to act for any purpose except the election of a chairman, the proving of debts, and the adjournment of the meeting, unless there are present or rejtresented thereat, at least three creditors or contril)uturies, or all the creditors or contributories if their number does not exceed three. (22.) If within half an hour from the time ajipointcd for the meeting a quorum (7) of creditors or contributories is not present or represented, the meeting shall be adjourned to the sanie day in the following week at the same time and ])lace, or to such other day as the chairman may appoint, not being less than seven or more than twenty-one days. (23.) The chairman of the meeting shall cause minutes of the proceed- ings at the meeting to be drawn up, and fairly entered in a book kejtt for that purjiose, and the minutes shall be signed by him or by the chairman of the next ensuing meeting (r). (24.) No person acting either under a general or a special proxy shall vote in favour of any resolution which would directly or indirectly place himself, his partner or emjdoyer, in a })Osition to receive any renruneratiou out of the estate of the company otherwise than as a creditor rateably with the other creditors of the company : Provided that where any person holds sjiecial jiroxies to vote for an ajiplication to the court in favour of the appointment of himself as liquidator he may use the said proxies and vote accordingly. SECOND SCHEDULE. EXACTMENT.S UEPKALED AS TO ENGLAND AND WaLES. Ses.sion and Chapter. Title or Short Title. The Companies Act, 18(52 The Companies Act, 1867 1 Extent of Repeal. | 25 & 26 Vict. c. 89 30&31 Vict. c. 131 Section eiglity-one (.s). In section ninety-two the words "The Court shall "determine wlietlier any "and what security is to "lie given by any official " liquidator on his appoint- "nu'ut" {f). Section ninety-seven (it). Section one hundred and 1 sixty-five ('■). Sections forty-one to forty- six (//). (0) If the Official lleceivcr cannot be present, he may depute some person under Ills official control to use the proxy as he may direct, r. 124. (p) The adjourned meeting in to he held at the original place of meeting, unless otherwise specified, r. 56. (q) Only those persons who are entitled to vote can be reckoned. See r. 57. {r) Tliese minutes must be entered in the Record IJook, r. 143. («) Replaced by § 1. (0 Reijlaced by § i (3) and r. 67. ()/) Replaced by § 12 (4). (x) Replaced by g 10. (>/) Replaced by §g 1 and 3, thl: companies winding up rules, 1890. '^ GENERAL RULES MADE PURSUANT TO SECTION 2(5 OF THE COMPANIES (WINDING UP) ACT, 1890, TABLE OF CONTENTS. Preliminary. Rule. \. Sliort titlp and commencpnient. 2. Iiitorjirctiition of terms. 3. Use of forms in Appendix. Court and Chambers. 4. rroceedin<,'s in High Conrt. 5. Proceedings in Courts other than Higli Court. 6. Adjournment from chambers to Court and vice versa. Proceedings. 7. Proceedings, how intituled. 8. Transfer by judge of High Court. 9. Transfer by judge of Court otlier tlian High Court.- 10. Notice to Ollicial Receiver. 11. Transm.ission of order of transfer. 12. Transfer of Official Receiver's duties. 13. Transmission of records. 14. Notice of transfer to Ofhcial Receiver and Board of Trade. 15. Transfer of jurisdiction of County Court and pending business. Witnc!^scs and Depositions. 16. Shorthand notes, &c. 17. Committal of contumacious witness. Sittings of Courts, 18. Place of sitting of County Court. 19. Times for holding sittings of Courts other than the High Court. Service and Execution of Process. 20. Duties of baililV, &c. 21. Service. 72 THi: COMPANIES WINDING VV RILES, 1890. Ta:iTitlon of Costs. Rule. -22. Taxation of costs payalilu hy or to Oflioial Receiver or Liqindator or liy Company. '2o. Notice of a]iiioiiitiiit'nt. '2i. Lodgment of bill. 25. Copy of Kill to be furnisheil. 26. Ajiplications for costs. '27. Certificate of taxation. 28. Ivegister of bills taxeil. 29. Certilicate of employment. 30. Review of taxation at instance of Board of Trade. Co-ifs pdi/ahlf ot(t of t/ir Assrfs of fhr Company. 31. Costs payable out of the assets. Official Jkccitrr an Profisioiml Liqhiilnhr. 32. Appointment of provisional lic^uidator. Petition. 33. Form of petition. 34. Advertisement of petition. 35. Service of 2)ctition. 36. Verification of petition. 37. Copy of petition to be furnished to creditor or coutributory. Order to Jl^ind vp a Conipanij. 38. Form and contents. 39. Transmission of co])y to Otiidal Receiver. 40. Service of order. 41. Notice of order. Special Manoijcr. 42. Appointment of S2)ecial manager. First Mertinijs of Creditors and Confrihyfories 43. Notice of liist meeting to officers of company. 44. Notice of first meeting to Hoard of Trade. 45. Times for holding first meeting. 46. Notice to contributories. General M'eiinijs if Creditom and Contrihi/fories. 47. Meetings for ascertaining Avishes of creditors and contributories. 48. Meetings subseijuent to the first meetings. 49. Notices of general meetings. 50. Proof of notice. 51. Costs of calling ineeting. 62. Chairman of general meetings. 53. Votes at meetings. 54. Copy of resolution for chief clerk or registrar. 55. Non-reception of notice by a creditor. 56. Adjournment. 57. 'Quorum. TABl-i: OF CONTENTS. 73 Statciiiciit of Affairs. Rule. 58. rreparation of stalciiicnt of affaiis. 59. Extension of time for snliniitting statement of aflairs. 60. Information subsci|Ucnt to statement of affairs. 61. Defanlt. 62. Expenses of statement of alfairs. Appai III inf.nl of Litjiiitfnfor. 63. Appointment of liquidator on report of mcctinj^s of creditors and contributories. 64. Advertisement of a))pointment. 65. Death, &e., of liquidator. 66. Style of ofHeial receiver when he is liquidator. Sccicii/y hij Liquidator or Special Manofjcr. 67. Standing; security to Hoard of Trade. 68. Failure to give or keeii up security. PnlUc Ej:am illation. 69. Kcport of official receiver to be filed. 70. Appointment of time for consideration of report. 71. Consideration of report. 72. Order for public examination. 73. Apj)lication for day for holding examination. 74. Appointment of time and place for public examination. 75. Notice of public examination to creditors and contributories. 76. Default in attending. 77. Notes of examination to be filed. Procecdi'ujs aijainst delinquent Directors, Promoters, and Officers. 78. Application against deliiKiuont directors, officers, and promoters. 79. Notice of application. Payiiienls into and out of Bank, 80. raynients out of Bank of England. 81. Special bank account. 82. Application by committee of inspection, and authority for special bank account. Lid of Contributories. 83. Li(juidator to settle list of contributories. 84. Appointment of time and place for settlement of list. 85. Settlement of list of contributories. 86. Notice to contributories. 87. Application to the Court to Tary the list. 88. Variation of or addition to list of contributories. (JollecHon and Dislrihulioi\ of Asseh. 89. Collection and distribution of company's assets by liipiidator. 90. Powers of liquidator. 91. Power of liquidator to require delivery of property. W THK COMPANIKS WINDING IT Rt'Li:?, 1890. Calls. Rule. 92. Calls by liquidator. 93. Appliciiti'iu to the Court for leave to make a call. 94. Service of uotice of a call. 95. Euforcemout of call. Proofs. 96. Proof of (k-bt. 97. Mod« of proof. 98. Verificatiou of proof. ■ 99. Contcut.s of proof. 100. Stateiueut of .security, 101. Costs of proof. 102. Di.scount. 103. Periodical payments. 104. Interest. 105. Proof for debt ])ayable at a future time. 106. "Woikmen's wages. 107. Production of bills of exchange and promissory notes. 108. Time for lodging proofs. 109. Transmission of proofs to li((uidator. .Iilinlssioii (I III/ L'rjrdlon of rri.ofa and A})})cal to the Couit. 110. Examination of [irool'. 111. Appeal by creditor. 112. Expunging at in.stance of li(juidator. 113. Expunging at instance of creditor. 114. Oaths. 115. Oflicial receiver's [lowcrs, &c. 116. Filing proofs by official receiver. 117. Proofs to be filed. 118. Procedure where creditor appeals. 119. Time for admission or rejection of proofs by official receiver. 120. Time for admission or rejection of proofs by litpiidator. 121. Costs of ajipeals from decisions as to proofs. Divhlcmls. 122. Notice of intended dividend. Proxies. \2-i. Time for lodging. 124. Use of prox'ies by deputy official receiver. 125. Filling in where creditor blind or incapable. Statr)nti((s by Llquidalur to the Rcjistrar of Joint Stock Companies. 126. Conclusion of liquidation. 127. Infoi-mation by liquitlator as to pending lioaid of Trade audit of liiiuidator'.s accounts. 137. Lirs and Committees of Inspection. 154. Remuneration of li(piidator. 155. Limit of remuneration. 156. Dealings with assets. 157. Liipiidator not to purchase from his emi>loycr or partner without Court's .^auction. 158. Committee of inspection. 159. Costs of obtaining sanction. 160. Sanction of payments to members of committee of in.spection. 161. Discharge of costs, &c., before assets handed over to liquidator. Official Receivers and Board of Trade. 162. Appointment. 163. Kemoval. 164. Personal pcrforn;ance of duties. 165. Assistant oflicial receivers. 166. Power of officers of Board of Trade and official receiver's clerk.s in cert.iin cases to act for official receivers. 167. Duties where no assets. 168. Accounting by official receiver. 169. Official receiver to act for Board of Trade where no committee of inspection. ni n THE COMPAXIFS WINDINTt UP RULES, 1890. Rule. 170. Appeals from 15oaiil of Tnulo aiul oiticial receiver. 171. Applications uiuler s. 2.5 (2) of Act of 1890. 172. Accounts. Special Mandrjfr. Altcnddncr nnd J/iprannicr of Pnrti'-!^, d-c 173. Attendance at proceedings. 174. Solicitor of liquidator. M isalht ii coiifs Afi(f/rr.^. 17.5. Board of Trade Orders, .tc. 176. Enlarfjenieiit or aliridj^nient of time. 177. Formal defect not to invalidate proceedings. 178. Application of existing i)rocednre. 179. IVtitions in Liverpool and Manchester District Registries. 180. Rules under Order of 1862 not to a]iply in coniimlsory wiutlings up after December Jilst, 1890. Appcndi.r of Forms. Short title and commencement. Interpretation of terms. I'reliininiiTU. 1. These Kiik's may be cited as " The Comi)aiiies Winding-up Rules, 1890.' They shall come into oi)eration on the first day of January, one thousand eight hundred and ninety-one. 2. In these Rules {n), unless the context or subject-matter otherwise ref|uires, — (rt.) " The Acts " means the Companies Acts, 1862 to 1800. " The Company " means a company which is l)eing Avound up, or against which proceedings to have it wound up have been commenced. "The Court" includes a Judge of the Court, and a chief clerk of the Chancery Division of the High Court, or other officer of the Court when exercising the powers of the Court pur- suant to the Acts or these Rules, or the practice of the Court. •Creditor" includes a corporation, and a firm of creditors in partnershi}). " Gazetted " means published in the London Gazette. "Judge" means in the High Court the Judge to whom the petition to wind up the comi)any is assigned (/;), and in any other Court the Judge thereof or officer who exercises the powers of the Judge thereof. " Proceedings " means the proceedings in the winding-up of a comjjany under the Acts. " Otticial Receiver " includes any officer ai)pointed by the Board of Trade to discharge the duties of Official Receiver under the Acts. " Registrar," as applied to a County Court, includes, where there are joint Registrars, either of such Registrars, or a Deputy (n) For the api)lication of these Rules to the Chancery Court of the County Palatine of Lancaster, see g 26 (;">), svpra, p. 64. {h) Sec the Order of the 29tli Nov., 1890 (printed infra), liy which the juris- diction of the High Court is until further order to be exercised by the judges of the Chancery Division to whom for the time being Chambers arc attached. itr/.r.s 1-1. -7^ Registrar, and as aj.plii-d to any Comt other tlum the Hij,'h Rules 2— 4. Court, means and includes the utHcer of tlie (,'(jurt whose duty it is to exercise in rehition to a windin;,'-u{) the func- tions which in the High Court are exercised l)y a Registrar or Cliief Clerk. " Sealed " means sealed with the seal of the C(jurt. " Taxing OHicer '' means the otlicer of the Court whose duty it is to tax costs in the jjroceedings of the Court under its ordinary jurisdiction. "Liquidator" includes an Otlicial Receiver wlien acting as Liquidator (<•). (t.) In the apjilication of these Rules to any Court other than the High Court, the Registrar may, under the general or sjiecial directions of the Judge, hear and determine any apjjlication or matter which under the Acts and these Rules may be determined in ( 'handlers. 3. — (L) The forms in the A])pendix, where ajiplicable, and where Use of foiuj:i in they are not applicable forms of the like character, with such variations ^Pfendix. as circumstances may require, shall be used. Where such forms are applicable any costs occasioned by the use of any other or more prolix forms shall be l)orne by or disallowed to the party using tlie same, unless the Court shall otherwise direct. (2.) Provided that the Board of Trade may from time to time alter any forms Avhich relate to matters of an administrative and not of a judicial character, or substitute new forms in lieu thereof (. the practice under the Rules of the Applications by the Board of Trade Supreme Court is to be followed, r. 178. to the _Court for getting in un- {ij) The procedure in certain cases is cLiimed assets in the hands of a fixed by these rules, viz. :— liquidator under § 15 by r. 130. Applications by the Official Receiver Applications by the Board of Trade for an extension of time for sum- to the Court to examine a li(|uida- moning the first meetings of credl- tor or other person under § '25 by tors or contributories by r. 45. r. 176. Applicritions under ii lo by r. 78. 7$ THE COMPANIES WINDING UP RULES, 1890. Rules 4—8. Proceedings i Courts other than High Court. AJjournment from Cliauiliers to Court and vice wrSvJ. uinler the said Act and these Rules shall Ije heard in Court or in Chambers according as the Judge shall by any general or s])ecial direction-i order. Provided that ap- jjeals (h) to the Court from the OHicial Iteceiver and Board of Trade and Li(|uidator shall be brought by notice of motion to the Cuurt pursuant to the Kules of the Supreme Court with reference to motions (i). 5. In Courts other than the High Court the following matters and applications to the Court shall Ijc heard in open Court : — (a.) Petitions. (b.) Public examinations (A). (c.) Apidications under section 1G7 of the Comj^anies Act, 18G2 (I), (d.) Applications to rectify the Eegister. (e.) Appeals from the Official Receiver and Board of Trade. (/.) Appeals from any decision or act of the Liipiidator. {(J.) Apidications relating to the admission or rejection of proofs (m). (^h.) Proceedings under section 10 of the Companies (Winding-up) Act, 1890 (v(). 6. Subject to the provisions of the Acts and Rules, any matter or application in a Court other than the High Court may at any time, if the Judge thinks fit, be adjourned from Chambers to Court or from Court to Chambers ; and if all the contending parties require any matter or application to be adjourned from Chambers into Court it shall be so atljourned (o). Proceedings how intituled. Forms 1 und 2. Transfer liy Judge of High Court. [s. 3 of Act of 1890.] Form 3. Proceedinys (j)). 7. — (1.) Every proceeding in Court or in Chambers under the Acts shall be dated, and shall be intituled " In the matter of the Companies Acts, 18G2 to 1890,'' with the name of the Court in which it is taken, and of the company to which it relates. Numbers and dates may be denoted by figures. (2.) The first proceeding in every winding-up matter shall have a distinctive number assigned to it by the proper officer, and all subsecjuent proceedings in the same matter shall bear the same number {q). 8. A Judge of the High Court to whom the exercise of the jurisdiction to wind up companies is assigned may at any time, for good cause shown, order the proceedings in any Court other than the High Court to be transferred to the High Court, or any proceedings in the High Court to be transferred from the High Court to any other Court. Where the transfer is to the High Court, the winding-up shall be assigned to the Judge who made the order of transfer. (/i) The time for appealing from ilie oflicial receiver or IJoard of Trade is twenty-one days (see r. 170), unless it be extended under r. 176. (/) See Rules of the Supreme Court, Order LI I. (H) See r. 72. (/) These are applications to the Court to direct the prosecution of delinquent directors, kc. (m) Rr. t»6 et acq. (n)'liT. 78 and 79. (o) In the ahsencc of any frovitions in these rules and of any direction by the Court, in the Stannaries Court the prac- tice under the Rules of the Supreme Court is to be followed, and in the County or Palatine Courts the practice of those Courts in proceedings for the administration of assets by the Court is to be followed, r. 178. (p) See further rr. 145 et scq. Formal defects do not invalidate proceedings, r. 177. {q) Not if there is a transfer, rr. 14 RULES 5 — If). yi9, n. The Judge of any Court having jurisdiction to order the winding-up Rules 9— IG. of a cotni)anv other than the Hi-rh Court or a Pidatine Court may at any Z ", ; •/ • TrAnsifT ijv time, for good cause .shown, order any proceedings which have heen com- jyj„g ^f (/ourt menced or are pendinjj^ in his Court tu be transferred to any Court which other thiui lligli has jurisdiction to order the winding-up of ii company not being the High Court. Court or a Palatine Cuurt. Form 3. 10. Notice of an application for a transfer of jiroceedings shall be Notice to served on the Olhcial Keceiver before the hearing thereof Orticiul Receiver. 11. When an order of transfer has been made the person on whose Transmission of • application the order is made shall, if the transfer is to the High Court, order of tmusfer. lodge with the Chief Clerk of the Judge to whom the winding-up becomes assigned, and if the transfer is to any other Court witli the Registrar of that Court, a sealed copy of the order of transfer. 12. Where the jiroceedings in any winding-up are transferred by any Transfer of Court, the Orticial Receiver of the Court to which such proceedin-'s are Oth';ial Receiver s ..... duties tran.sferred shall become the Otticiil Receiver in the winding-up in place of the Otticial Receiver of the Court from which the proceedings are transferred. 13. Where any proceedings are transfened from a Court to any other Transmission Court, the records of proceedings shall, if the transfer is to the High of records. Court, be transmitted to the Chief Clerk of the Judge to whom the winding-up becomes assigned, and if the transfer is to any other Court to the Registrar of that Court. 14. As soon as the Chief Clerk of the Judge (if the transfer is to a Notice of Judge of the High Court) or the Registrar of the Court (if the transfer is transfer to to any other Court) has received the records of proceedings from the *^""-''^' Iteceiver Court from which the transfer is made he shall give notice of the T^ade transfer to the OtKcial Receiver of the Court to which the proceedings are p^rm 4 transferred, who shall ^ive notice of the transfer to the Board of Traile. When a winding-up is transferred from one Court to another, it shall receive a new distinctive number. 15. Whenever the Lord Chancellor, by order under his hand, shall Transfer of exclude any County Court from having jurisdiction under the Acts, or junsdatiun of shall attach the district or any part of tlie district of a County Court to _.4n,"i'penji^,"J the High Court, or any other County Court, or shall detach the district business. or any part of the district of any County Court from the district and jurisdiction of the High Court, any winding-up business pending in the Court or district to which the order relates shall become transferred to such Court as .shall be mentioned for the purpose in the order ; and, thereupon, the Rules as to transfer of i)roceedings shall aj)ply to the transfer of such pending proceedings in all res})ects as if the proceedings had been transferred by order of a Court having power to transfer pro- ceedings. Witnesses (Did Depositions. 16. If the Court or the officer of the Court before whom any cxamina- Sliortliand tion is under the Acts and these Rules directed to be held .shall in any notes, &.c case, and at any stage in the proceedings, be of opinion that it would be '•'onus 5, tJ, 7 desirable that a pers(jn (other than the person before M'hom an examina- ^'''' tion is taken) should be appointed to take down the evidence of any person examined under the Acts and Rules in shorthand or otherwise, it shall be corni)etent for the Court or officer aforesaid to make such appoint- ment ; provided that where the application is made by the official receiver (r) Where a shorthand writer is not employed, see Form S. so THE COMrANIKS WINDING I'l' RFI.ES, 1890. Rules 16—20. Couiuittal of contuuiaoious witness. Form 39. he shall uoininate a person for the purjjo.se, and the person so nominated shall he ajipointed, uidess the Court or ottieer hohlinj,' the examination shall otherwise order (s). Every peison so appointed shall be paid a sum not exceediny one yuinea u day, and where the Court api)oints a .shorthand writer a sum not exceeding 8d. i)er folio of 90 words for any transcript of the evidence that may be reciuired, and such sums shall be paid by the party at whose instance the ai)pointment was made, or out of the assets of the Company as may be directed Ijy the (.-ourt (<). 17. — (1.) If a person examined («) before a Kegistrar or other officer of the Court who has no power to commit for contempt of Court, refuses to answer to the satisfaction of the Registrar or otlicer any (question which he may allow to be put, the Kegistrar or otlicer shall I'eport such refusal to the Judge, and upon such rei)ort being made the person in default shall be in the same position and be dealt with in the same juanner as if he had nuule default in answering before the Judge. (2.) The report shall be in writing, but without atlidavit, and shall set forth the question put, and the answer (if any) given by the person examined. (3.) The Registrar or otticer shall, before the conclusion of the examina- tion at which the default in answering is made, name the time when and the place where the default will be reported to the Judge ; and upon receiving the report the Judge may take sui;h action thereon as he shall think fit. If the Judge is sitting at the time when the default in answer- ing is made, such default may be reported immediately. -i i^ittiiKjs of Courts. Place of sitting 18. Subject to the orders of the Lord Clhancellor (.-•), the place of of C'ouuty Court, sitting of each County Court having jurisdiction under the Acts shall, for the purpose of such jurisdiction, be the town in which the Court holds its sittings for the general business of the Court, under the provisions of the County Courts Act, 1888. Times for 19. Subject to the provisions of the Acts, the times of the sitting of holding courts each Court other than the High Court in matters of the winding-up of other than the comijanies shall be those appointed for the transaction of the general High Court. iHisiness of the Court, unless the Judge of any such Court shall otherwise order. Serrice aixl Ejrcution of Procft^n. Duties of 20. — (1.) It shall be the duty of the high bailiff of a County Court to bailitl', &c. serve such orders, summonses, petitions, and notices as the Court may require him to serve ; to execute warrants and other process ; to attend any sittings of the Court (but not sittings in Chambers) ; and to do and perform all such things as may be required of him by the Court. (2.) But this Rule shall not be construed to reciuire any order, sum- mons, petition, or notice to be served by a Ijailiff or officer of the Court (<) The notes must he signed ;>iul tiled, § 8 (7) and r. 77. (() For the order iu which the sliort- haud writer's charges are payalde out of the assets, see r. 31. (u) See generally as to the cxaiiiinatii)u rr. 69—77. (./■) See as to the County Courts which have jurisdiction under the Acts the order of the Lord Chancellor f f the 29th Nov., 1880. printetl infra. RULES 17— 2S. 81 which is not specially by the Acts or Rules rciiuired to be so serveil, Rules 20—23. unless the Court in any particular proceeding by order specially so directs. 21. — *(1.) All notices and other documents for the service of which no Service, special mode is directed may be sent by prepaid post letter to the last « ^i^^ known address of the person to be served therewith ; and the notice or document shall be considered as served at the time that the same ought to be delivered in the due course of post by the post-ollicc, and uotwith- atauding the same may be returned by the post-ollice. Taxation of Costs. 22. The provisions of the following Rules numbered 23 to :3() shall Taxation of c< sts aiiplv to the taxation and allowance of costs payable by or to the Official J'/^i$''''.'''f n/.Xll! Receiver or Lii|uidator or which are to be paid out ol the assets oi the or Liq lidator o/ company. liy company. 23. Every person whos3 bill or charges is or are to be taxed shall in Notice of all cases give not less than four days' notice of the appointment to tax the appointment, same to the Otticial Receiver and to the Li(|uidator (if any). 24. The bill or charges, if incurred prior to the appointment (jf a Lodgmeut of Liquidator, shall be lodged with the Otiicial Receiver, and if incurred after ^'"• the appointment of a Liquidator, shall be lodged with the Liquidator, three clear days before the application for the appointment to tax the same is made. The Official Receiver or the Liquidator, as the case may be, shall forthwith, on receiving notice of taxation, lodge such bill or charges with the proper Taxing Officer. 25. Every person whose bill or charges is or are to be taxed shall, on Copy of bill to application either of the Official Receiver or the Liquidator, furnish a copy l>e furnished, of his bill of charges so to be taxed, on payment at the rate of 4d. per folio, which payment shall be charged on the assets of the Company. Tlie Official Receiver shall call the attention of the Liquidator to any it.;mo which, in his opinion, ought to be disallowed or reduced, and may attend or be represented on the taxation, 26. "Where any party to, or person affected by, any proceeding desires Applications to nrake an application for an order that he be allowed his costs, or any ^^"^ ^°^^^- part of them, incident to such proceeding, and such application is not made at the time of the proceeding — (1.) Such part}' or person shall serve notice of his intended application on the Official Receiver, and, if a Litj^uidator has been appointed, on the Liquidator. (2.) The Official Receiver and Liquidator may appear on such applica- tion and object thereto. (3.) No costs of or incident to such application shall be allowel to the applicant, unless the Court is satisfied that the application could njt l.ave been made at the time of the proceeding. 27. L'pon the taxation of any bill of costs, charges, or expenses being Ceitlficate of comi)leted, the Taxing Officer shall i-sue to the person presenting such bill taxation, for taxation his certificate of taxation. The bill of costs, charges, and I'>^""'n 10. expenses shall be filed. 28. Every Taxing Ofiicer shall keep a register of all lulls taxed by him Uc-lster of in windings-up under these Rules, and shall, within fourteen days after ^'"^ ^•*''<^*^- the 31st day of October in each year, make a return to the Board of Trade Forms and U of all bills taxed by him during the twelve n]ouths preceding such 31st day of October. L.C.S. U 82 THE COMPANIES WINDING UP IIULES, 1890. Rules 29—31, Certificate of emplojmcut. Kcview of taxation at instance of Uoaid of Trade. 29. Ik'foro the bill ov charges of any solicitor, inanagei', accountant, auctioneer, broker, or other person employed by an Official Receiver or Liquidator, is or are taxed a certificate in writing, signed by the Official Receiver or Li(piidator, as the case may bi-, sliall be produced to the Taxing Officer setting forth whether any, and if so what, special terms of re- muneration have been agreed to, and in the case of the bill of costs of a solicitor, a copy of the resolution or other authority sanctioning the employment. 30. — (1.) Where any bill of costs, charges, fees, or (lisl)ursemcnts of any solicitor, manager, accountant, auctioneer, broker, or other ]ierson has been taxed by a Registrar of a Court other than the High Couit, the Board of Trade may require the taxation to be reviewed by a Taxing Master of the Chancery Division of the High Court. (2.) In any case in which the Board of Trade require such a review of taxation as is above mentioned they shall give notice to the person whose bill has been taxed, and shall ajiply to the Taxing Master of the Chancery Division of the High Court to appoint a time for the review of such taxa- tion, and tliereupon such Taxing Master sliall appoint a time for the review of, and shall review, such taxati(jn and certily the result thereof. The Board of Trade shall give to the person whose bill of costs is to be reviewed notice of the time appointed for the review. (3.) Where any such review of taxation as is above mentioned is re- quired to be made by a Taxing Master of the Chancery Division of the High C(nirt, the Registrar whose taxation is to be reviewed shall forward to the said Taxing Master the lull which is required to be reviewed. (4.) The Fjoard of Trade may apjiear upon the review of the taxation ; and if, upon the review of the taxation, the bill is allowed at a lower sum than the sum allowed on the original taxation, the amount disallowed shall (if the bill has been paid) be repaid to the Official Receiver, or the Liqui- dator, or other person entitled thereto. The certificate of the Taxing Master shall in every case of a review by him under this Rule be a sufficient authority to entitle the person to whom the amount disallowed ought to be repaid to demand such amount from the person liable to repay the same. (5.) There shall be allowed to the person whose liill is reviewed such costs of and incidental to his aiipearance on the review as the Taxing Master of the High Court shall think proper, and such costs shall be paid to such person out of the assets of the company : Provided that the costs of the attendance of a princii)al shall not be allowed if in the oi)inion of the Taxing Master he could Jiave been sulficiently represented by his London agent. Costs payable out of the assets. Costs i)ayahle out of the Amis of the Company (»/). 31. The assets of a comjiany Avhich is being wound up, remaining after payment of the fees, and actual expenses incurred in realising or getting (y) In addition to the costs specially mentioned in this rule and in the rules referred to in the notes thereto, the rules expressly provide that the following costs shall be payable out of the assets of the company : — Costs of appearance on tlic review of a taxation of costs at tlie instance of the Board of Trade, r. 30 (5). Costs of summoning meetings of creditors (or contrihutories ?) at the instance of any person other than the Official Keceiver or Liqui- dator, if the creditors or contrihu- tories by resolution so direct, r. 51. Expense of gazetting the liquidator's appointment, r. C3 (-5). Costs of printing and posting copies RTTLEs 29—33. 83 ill the assets, shall, subject to any order of the Court, ami, if the wiiuliu;,'- Eules 31—33. up is iu the Stannaries Court, suhject to the provisions of the Stannarie.s Act, 1887 (z), be liable to the following payments, which shall 1)l- made in the following order of jjrinrity, namely : — Fird. The taxed costs of the petition, including the (axed costs of any ])erson appearing on the petition whose costs are allowed by the ('ourt (rt) : Next. The remuneration of the special manager (if any) (h) : ,, The costs and expenses of any person who makes, or concurs in making, the comi)any's statement of affairs (r) : ,, The taxed charges of any shorthand writer appointed to take an examination : Provided that where the shorthand writer is ai)pointed at the instance of the Official Receiver the cost of the shorthand notes shall be deemed to be an expense incurred by the Official Receiver in getting in and realising the assets of the comjiany ((/) : „ The Liipiidator's necessary disbursements, other than actual ex- ])enses of realisation heretofore provided for : ,, The costs of any person properly employed by the Liipiidator with the sanction of the committee of inspection (e) : „ The remuneration of the Li([uidator (/) : ,, The actual out-of-pocket expenses necessarily incurred by the committee of inspection, subject to the ai)pn)val (jf the lioard of Trade. Official Receiver as rrori^ional Liquidator. 32.— (1.) After the presentathm of a petition, upon the applicaticm of pjj;"'^"^"!^^,"* °^ a creditor, or of a contributory, or of the (;omi)any, and ujion proof by l:',j„j'ij^jJj._ atlidavit of sufficient grounds ibr the appointment of the Official Receiver as Provisional Liquidator, the Court may, if it thinks fit, and upon such terms as may l)e just, make such apjiointment (ij). (2.) An order appointing the Official Receiver to be Provisional Liciuidator '-"rm 21. prior to the making of a winding-ui) order, shall bear the number of the petition in resj'ect of whicli it is made, and shall state the nature and short description of the ])roperty of which the Official Receiver is ordered to take possession. I't'tifion. 33, Everv lietition for the winding up of anv company by the Court, Form of ' ^ o i - petition. of tho liquidators suininary of liis fees, costs aiul charges, and niouey.s ^';^™^ ^^ ""'^ aocounts, r. 139 (2). dne to liim for advances properly made The roles expressly foibiJ tlie following in respect of the company with interest costs to be pa'd out of the company's on such advances, see r. lt)l. assets :— (--) See 50 & T.l Vict. c. 43, §s '.», 10, The costs of furnishing the security and 1-1. required from the liquidator or (a) See Lindley on the Law of Coin- special manager, r. 67 (5). panics, pp. 65S et sup The costs incurred by the liquidator (h) See r. 42. or a member of the committee of (c) See r. 62. inspection in obtaining the sane- (d) Seer. IG. tio.n of the Court to relieve them [e) See § 12 (4) and r. 142. from the restrictions imposed (/) See r. 154 and «H;>m, p. 28. upon them by rr. 157 anl 158, (r/) See § 4 (5), and SH^rrt, pp. 26 and 47. r. 159. (A) For the form of the register of As to the Tumi of the (HHcial Receiver for petitions, sec Form 89, 84 THE COMPANIES WIXDIXG UP RULES, 1890. Rules 33—37. Advertisement of petition (^■). Form 16. Service of petition. Forms li and Verification of petition. Form 17. Copy of petition to lie furnifclicd to creditor or contributory. or siil)ject to the supervision of the Court, shall be in the Forms Nos. 12 and 13 in the Appendix, with such variations as circumstances may require (;')■ 34. Every petition shall be advertised seven clear days before the hearing, as iblloAvs : — (1.) In the case oi' a comjiuny whose registered ottice, or it tliere shall be no such ottice, then whose principal or last known principal place of business is or was situate within ten miles of the prin- cipal entrance of the Eoyal Courts of Justice, once in the London Gazette, and once at least in one London daily morning news- paper, or in such other new.spaper as the Court directs. (2.) In the case of any other company, once in the London Gazette, and once at least in one local newspaper circulating in the district wliere such registered ottice, or principal or last known place of business, as the case may be, of such company is or was situate. The advertisement shall state tlie day on which the jjctition was presented, and the name and address of the petitioner, and of his solicitor and London agent (if any). 35. Every petition shall, unless presented by the company, be served at the registered ottice, if any, of the company, and if there is no registered oflice, then at the principal or last known principal jdace of business of the comjiany, if any such can Ije found, upon any member, officer, or servant of the company there, or in case no such member, officer, or servant can be found there, then by Ijeing left at such registered office or principal i)lace of business, or by being served on such mendjer or mem- bers of the companj^ as the court may direct ; and every i)etition for the winding up of a company, subject to the supervision of the Court, shall also be served ujwn the Licjuidator (if any) appointed for the purpose of winding up the aflairs of the comjiany. 36. Every petition for the winding up of any company by the Court, or subject to the supervision of Ihe Court, shall be verified by an affidavit referring thereto. Such affidavit shall be made by the petitioner, or by one of the petitioners, if more than one, or, in case the petition is presented by a company, by some director, secretary, or other princijtal officer therei>f, and shall be sworn after and tiled within four days after the petition is ]iresented, and such affidavit shall be sutticient p-n/«< /((t'le evidence of the statements in the petition. 37. Every contributory or creditor of the company shall be entitled to be furnished, by the solicitor of the petitioner, with a cojty of the petition, within 24 hours after requiring the same, on paying the rate of 4(/. per folio of 72 words for such cojiy. (/) No form of petition was given by the Rules of 18G2. The form given in the Appendix does not ex[ ressly require that a petition presented by a contribu- tory should state that tlie provisions of § 40 of the Companies Act, 1867, have been complied with. See Lindley on tlie Law of Companies, pp. 654 — f>. (k) This rule and rr. 35, 36, and ?>7, are identical with rr. 2 — 5 of the Rules of 1862. See Lindley on the Law of Companies, i)p. 655 ct scq., and pp. 1041 and 1012. Forms 14 and 15 are new, and Form 16 is a modification of Form 1 of the Rules of 1862. RULES 34—43. 85 Rules 38—43. Order to irind up a Coiiijxiny. 38. An onlor to wiml up v the Official Receiver for the appointment of Appointment of a special manager shall l)e supported l)y a report of the Official Receiver, spedal manager, which shall be placed on the tile of proceedings, and in which shall be [s ,5 of Act of stated the amount of remuneration which, in the opinion of the Official ^^ J Receiver, ought to be allowed to the special manager. No affidavit by the Official Receiver in support of such an application shall lie re([uired. (2.) The remuneration of the special manager shall, unless the Judge otherwise in any spi-cial case directs, be stated in the order appointing him. (3.) A copy of the order appointing a special manager shall be trans- mitted to the Board of Trade by the Official Receiver, First Meetings nj Creditors and Contrihutories (o). 43. The Official Receiver shall give to each of the directors and Notice of first other ofhcers of the comiiai.v who in his opinion ought to attend the first "jeeting to , " ., . -1 5 ■• r xi X- 1 orticers of meetings of creditors and contributones seven days notice of tlie time and (.onjp.^ny, place appointed for each meeting. The notice may be either delivered j-^ g ^f ^p. ^^ personally or sent by prepaid post letter, as may be convenient. It shall 1S90.] be the duty of every director or officer who receives notice of such meeting Form (p). to attend if so required by the Official Receiver. {!) For tlio form of tfie register of (o) S^e also First Schedule to the Act, winding-up orders, S2e Form 88. supra, pp. 67—70. (m) See § 7, supra, p. 49, and rr. (;>) The r3fereace sboald be to 53—62. Form 24. (n) See Form 86 (1). 86 Tlir: COMPANIES WINDING UP RILES, 1890. Rules 44—52. Notice of first ineetin<; to l!o:inl of Trade. Times for lioltlinj; first iiieetin>'. Notice to coiitriljutorics. Forms 22 and 23. Meeting-! for ascortaininj,' wishes of creditors and contributories. Form 31. [s. 13 of Act of 1890.] Meetings subsequent to the first meetings. Form 30. Notices of general meetings. Form 26. rroof of notice. Forms 27 and 28. Costs of calling meeting. Chairnjau of general meetings. Form 2j. 44. The Oliicial Receiver slutU fix the clays for the first meetings of creditors and contrilmtoriL's, and sliall forthwith give notice thereof to the Ijoard of Trade, who shall gazette the same (r/). 4."). Where jiracticahle, and unless tlie Court specially directs to the contrary, tlie first meetings of creditors and contributories shall not be held until iifter the statement of affairs prescribed l)y section 7 of the Companies (Winding Ui)) Act, 1890, has been submitted to the Official Receiver. If an extension of time for summoning the meetings or either of them is required, an application for extension of time may be made by the Official Receiver ex parte on a report without any affidavit. 46. Notice of the first meeting nf contributories shall be sent to every person who appears from tin* coniiiany's bitoks or otherwise to be a contri- butoiy of the company. General Meetings of Creditors and Covtribiifories. 47. Subject to the provisions of the Companies (Winding Vp) Act, 1890, and to the control of the Court, the Li;~car to have been accidentally omitted. See the concluding words of the rule. (<) See First Schedule (5), s^ijpra, EULES 44—00. 87 chairnian («) shall be such person as the meeting by resolution shall Rules 52 — 63. appoint. ' 53. The provisions of section 91 of the Companies Act, 1862 {x), Votes at relating to votes of creditors and contrilnitories at meetings summoned i»'eeting-. under that section shall a])]ily to the voting of creditors and contriljutories at meetings held under the ("cunpanies (Winding V\>) Act, 1890, and these rules. 54. The Official Receiver, or, as the case may be, the Li(|uidator, shall Copj' of send in the High Court to the Chief Clerk of the Judge to whom the wind- resolution for ing up of the Comjiany is assigned, and in any other Court to the Registrar, Wg',*;gtrir'^'^ °'^ a copy, certified by him, of every resolution of a meeting of creditors or „ ^^ contributories {y). 55. Where a meeting of creditors or contrilnUories is summoned by Non-recciifci notice, the proceedings and resolutions at the meeting shall, uidess the "' notice by a Court otherwise orders, be valid, notwithstanding that some creditors or ct.)ntributories may not have received the notice sent to them. 5G. "Where a meeting of creditors is adjourned, the adjourned meeting Adjournm n'. shall be held at the same place as the original jilace of meeting, unless in Form 29. the resolution for adjournment another j'hice is specified, or unless the Court otherwise orders. 57. In calculating a cjuorunr at a creditors meeting, those persons only Quo "in. Avho are entitled to vote shall be reckoned. StatcmLnt of Affairs. 58. — (1.) Every person who under section 7 of the Companies Preparation of (Winding Up) Act, 1890, has been required by the Oiticial Receiver to .''^Jj.'JP™^"^ °'" submit and veiify a statement as to the affairs of the company, shall be r/- "^ i,, f furnished by the OHicial Receiver with forms and instructions for the jire- 1390.] paration of the statement {::). The statement shall be made out in poj-m 33. duiilicate, one copy of which shall be veiitied by affidavit. The Official Receiver shall jdace upon the file of proceedings In the winding up the verified statement of attairs. (2.) The Official Receiver may Trom time to time hold personal inter- views with such person or jx'rsons, for the purpose of investigating the Company's aftairs ; and it shall be the duty of every such person to attend on the Official Receiver at such time and place as the Official Receiver may appoint, and give the Official Receiver all information that he may require. 59. Where any person requires any extension of time for submitting Extension of the statement of affairs, he shall apply to the Official Receiver, who may, if time for siili- he thinks fit, give a written certificate extending the time, which certificate ^^^^^^ o^" afl'air-- shall be filed with the proceedings in the winding up, and shall render an application to the Court unnecessary. 60. After the statement of aff.iirs of a company has been submitted to Information the Official Receiver it shall be the duty of each person who has made it, if subsequent to and when rec^uired, to attend on the Orticial Receiver and answer all such !|^-^?^'^"'^ "' questions as miy be put to him, and give all such further information as ' " (u) As to tfie powei*s of a chairman, Imtories to tlie numlier of votes conferred see Indian Zocdone Co., 26 Cli. Div. 70. upon eacli contributory by the regula- [x) Tliis section provides tliat in tlie tions of the company, case of creditors regard is to be liad (.'/) The resolutions must also be to tbe value of the debts due to e:^.c'.i ent.Tcd in tiic Record Eoolc, r. 1-13. crctlitor, and in t'le case of contri- (■:) See also rr. 38 and 40. 88 'J hi: companies wixding up rules, 1890. Rules 60—65. Dufault. Txpenscs of statement of atl'airs. may be re(iuiivd of him liy the OlTicial Hueeivor in ivlalion to the state- ment of affair-s. 61. Any default in coni])lying with the requirements of section 7 of the Companies (Winding U])) Act, IWOO, may be reported by the Otlicial lleceivor to the Court (a). G2. A juTson who is required to make or concur in making any state- ment of allairs of a company shall before incurring any costs or expenses in and about the preparation and making of the statement apply to the Ollicial lleceiver for his sanction, and submit a statement of the estimated costs and expenses which it is intended to incur ; and no person shall be allowed out of the assets of the Comjiany any costs or expenses which have nut before being incurred been sanctioned by the Otiicial Receiver. Appointment of Liquiilator on report of meet'iTifiS of croy w hich tlie Otfic'al Receiver can oltain further information, see rr. 60—62. Report of Official Receiver to ))e filed. [s. 8 of Act of 1890.] Appo'nlment of time for consiileration of report. Consideration of report. 90 THE COMPANIES WINDING TP RULES, 1800. Rules 72—77. Order for public exaniinatiou. Form 37. Application for day fur liolding examinaticn. Appointment of time and placo for public examination. Form 38. Notice of public examination to creditors and coatiibutories. Default in atteridini{. Form 41. Notes of ej ami- iiilion to be filed. Form 10. 72. If tlie Court makes an order pursuant to subsection nine of section ei^rht of tlie Companies (Winding Up) Act, 1890, directing any person to attend for public examination, the examination sliall be held in open Court — ((«.) If tlie winding \\\> of the company is in the High Court, before such one of tlie olKcers of the Court mentioned in section 8 of the Companies (Winding Up) Act, 1890, as the Court may direct, and in the absence of any such direction, before a Kegistrar in bankruptcy of the High Court. {!).) If the winding up of tlie company is in u County Court, before the Judge of the ( ^ourt, or before a Registrar of the Court if such Registrar is also a District Registrar of the High Court named by the Lord Chancellor for the purjtose of holding public examinations under the Acts or before any such District Registrar. (r.) If the winding up of the company is in the Stannaries Court, before the Vice Warden. 73. Upon an order directing a person to atteiul for ])ublic examination being made, the Othcial Receiver shall apjdy for the appointment of a day on which the public exanunation is to be held. 74. A day and place shall be appointed for holding the public exami- nation, and notice of the day and place so appointed shall be given by the Official Receiver to the person who is to be examined by sending such notice in a registered letter addressed to his usual or last known address. 75. The Official Receiver shall give notice of the order ajipointing the time and place for holding a public examination to the creditors and con- tributories by advertising the order in such newspaj)ers as the Board of Trade from time to time direct, or in default of any such direction as the Official Receiver thinks lit, and shall also forward notice of the order to the Board of Trade to be gazetted (/). 70. If any person who has been directed by the Court to attend for public examination fails to attend (g) at tlie time and jdace appointed by the order for holding or proceeding with the same, and no good cause is shown by hiin for such failure, or if before the day appointed for the examination the Official Receiver satisfies the Court that such person has absconded or that there is reason for believing that he is about to abscond with the view of avoiding examination, it shall be lawful for the Court, upon its being proved to the satisfaction of the Court that the order for attendance at the public examination was duly served, without any further notice to issue a warrant for the arrest of the ] erson rerpiired to attend, or to make such other order as the Court shall think just {h). 77. The notes of every public examination held pursuant to the Companies (Winding Up) Act, 1890, shall, after being signed as required by the said Act (i), be filed with the proceedings. (/) See Form SG (3). (*/) For the course to be pursued if the person examined refuses to answer ques- tions, see r. 17. (A) Compare § 118 of the Coin]'anies Act, 1802, and see Lindley on the Law of Companies, pp. G92 and 693. (i) See § 8 (7), S7ipra, p. 52. As to the employment of a shorthand writer. see r. IG. RULES 72—83. 91 Rules 78—83. Proceedings against Delinquent Directors, Promoters, and Officers. 78. All apiiliculion uiuler section 10 of the ('oinj)anies (Winding Uji) Application Act, 1890, sliall in any ('ourt other than tlie liigli Court be made by against jlelin- motion t(j the Court. In the High Cimrt tlie ai)i.lication sliall be made qi'ent directors, 1 -,1 ^1 *• I i r 11 -.1 r t officers, and m accordance with the practice lieretotore oljserved with relerence to r,ro[jjot(.rs aiiplications under section 1(55 of tlie Companies Act, 18()2 (A). Where r lo of Act of tlie application is made by the OtHcial Receiver or Li([uidator he may make 1890.] a report to the Court stating any facts and information on -which he pro- Foiin 42. ceeds which are verified by affidavit, or deiived irom sworn evidence in the matter. Where the application is made by any other person it shall be supported by affidavit. 79. Where the application is made l»y motion, notice of the intended Notice of motion shall be served on every person against whom an order is sought, application, not less than eight days before the day named in the notice for hearing the motion. A copy of every rejiort and affidavit intended to be used in support of the motion shall be served on every person to wliom notice on motion is given not less than four days before the hearing of the motion. Payments into and out of a Banlc. 80. All payments out of the Companies Licjuidation Account shall be Paymcrits out made in such maimer as the Board of Trade mav from time to time of tiank of direct. ' England. 81. Where the Liquidator is authorised to have a special bank account , qq^ / he shall forthwith pay all moneys received by him into that account to ^^ .' , , the credit of the Li(piidator of the company. All payments out shall be aceoun'^ made by cheque payable to order, and eveiy cheque shall have marked or Avritten on tlie face of it the name of the company, and shall be signed by the Liquidator, and sliall be countersigned l)y at least one member of the committee of inspection, and by such other person, if any, as the committee of inspection may appoint. 82. Where application is made to the Board of Trade to authorise the Application by Liquidator to make his payments into and out of a special bank account committee of the Board of Trade may grant such authorisation for such time and on '"spection and such terms as they may think fit, and may at any time order the acccnmt special hank to be closed if they are of oinnion that the account is no longer required account. for the purposes mentioned in the application. Forms 43 and 44. List of Contrihulorics (/). 83. The Licpildator shall with all convenient speed after his ai)point- Liquidator to ment settle a list of the contributories of the company, and shall appoint settle list of a day for that purpose. The list of contributories shall contain a state- contributories. ^ ment of the address of, and the number of shares or extent of interest to ^ ^ql . be attributed to each contributory, and shall distiuLruish the several "" „ ' , „„ - , - ... , "", .'.,., ss. 98 and 99 of classes of contributories. As regards representative contributories the Act of 18(>2. 1 Liquidator shall observe the recpiirements of secticm 99 of the Companies p^i-m 45. Act, 18G2. (i) That is by summons. Sec Liiulley Companies, pp. 745 ct scq., snd sej on the Law of Companies, p. 695. suj'ra, pp. '3'i and 57. {1} Compare Lindlcy on the Law of 92 THE COMPANIES WINDING UP RULES, 1890. Rules 84—91, Appointment of time and placo for settlement of list. Form 40. Settlement of list of con- trihutories Form 47. Notice to contrilnitories. Forms 48, f)0, and 51. Appl'caticn to the Colli t to vary the list, [s. 1 :^ and s. 24 of A(!t of 1890.] Yaiiation of or addition to list of eontrihutories. Forms 49 and f.2. Collection and (listril)Ution of uiimiiany's assets liy Li(|uidator. [s. l.-j of Act of 1890 ; s. 98 of Act of 18(J2.] Powers fif Li(iiiidator. [s. 1 .-5 of Act of 1890.J Power of Uiiuidator to re(|uiie delivery of pioperty. 84. The Li(|uiilator shall give notice in writing of the time and place ajipointed for the settlement of the list of contributories to every person Avhom he i)roposes to include in the list, and shall state in the notice to each person in what character and for what number of shares or interest he proposes to include such i)erson in the list. So. On the day appointed for settlement of the list of contributories, the Litpiidator shall hear any person who objects to being s^ttletl as a con- tributory, and after such hearing shall linally settle the list, which when so settled shall be the list of contributories of the company (m). 86. The Liipiidator shall forthwith give notice to every person whom lie has finally placed on the list of contributories, stating in what character and for what number of shares or interest he has been placed on the list, and in the notice inform such person that any application for the removal of his name from the list or for a variation of the list, must be made to the Court l)y summons within twenty-one days from the date of the service on the contributory or alleged contriliutory of notice of the fact that his name is settled in the list of contrilnitories. 87. Subject to the power of the Court to extend the time (») or to all(;w an application to be made notwithstanding the expiration of the time limited for that purpose, no application to the Court by any person who objects to the list of contributories as finally settled by the Liquidator shall be entertained after the expiration of twenty-one days from tlie date of the service on such person of notice of the settlement of the list. 88. The Li(|uidator may from time to time vary or add to the list of contributories, but any such variation or addition shall be made in the same manner in all respects as the settlement of the original list (o). Collection and Distribution of Asset k. 89. The duties imposed on the Court by section 98 of the Companies Act, 1862, with regard to the collection of the assets of the compaii}- and the application of the assets in discharge of the company's liabilities shall be discharged by the Li(piidator as an otHcer of the Court subject to the control of the Court. 90. For the purpose of the discharge by the Li(piidator of the duties imposed by section 98 of the Companies Act, 1862, as varied by section 13 of the Companies (Winding Up) Act, 1890, and the last preceding Rule, the Liquidator shall for the purpose of acquiring or retaining ])ossession of the property of the comjjany, be in the same position as if he were a Receiver of the property appointed by the High Court, and the Court may, on his application, enforce such acquisition or retention accordingly (])). 91. The jKnvers conferred on the Court by section 100 of the Com])anies Act, 1862, shall be exercised by the Liquidator. Any contributory fur the time being on the list of contributories, trustee, receiver, banker, or agent or officer of a company which is Ijeing wound up under order of the {rn) For persons entitled to attend, see r. 173, and Lindley on the Law of Com- panies, p. 740, note (/). (n) See r. 170. (o) These rules do not appear to give the liquidator the i)0wer to rectify t'lc register. See Lindley on the Liw of Companies, pp. 120 ct scq., and p. 748, and § 13, siijra, p. 57. (p) As to the duty of the Official Receiver to hand over the assets to the li(luidator uiiou his appointment, see r. 161. RULES 84—92. 93 Court shall, on notice from the Li(iui(lator and within such time as he shall Uules 91—92. by notice in writing require, pay, deliver, convey, surrender, or transfer to _ rr or into the hands of the Licjuidator any sum of m(mey or balance, books, j^^^^q .° papers, estate, or effects which happen to be in his hands for the time „ loo of Act of being and to which the company is i)rimu facie entitled (7). 1802 ] Form '3. Calk {>■). !)2. The powers and duties of the Court in relation to making calls Calls by upon contributories conferred by section 102 of the Companies Act, 18G2, Liqu"Iator. shall and may be exercised by tlie Li(iuidator as an officer of the Court J gg},^. ''^ '^^* "^ subject to the provisions of section 13 of the Companies (Winding Up) ' , '' , , p , 1 ■ 1 . • s. 1 02 of Act of Act, 181)0, and to the iollowing regulations : — 1862.1 (1.) Where the Liquidator desires to make any call on the contribu- ^^^^ j^^ tories, or any of them, for any purpose authorised by the Acts (s), if there is a committee of inspection he may summon a meeting of such committee for the purpose of obtaining their sanction to the intended call. (2.) The notice of the meeting shall be sent to each member of Form 55. the committee of inspection in sufficient time to reach him not less than seven days before the day ai)pointed for holding the meeting, and shall contain a statement of the proposed amount of the call, and the purpose for which it is intended. Notice of the intended call and the intended meeting of the committee of inspection shall also be adveitised once at least in a London newspaper, and where the winding up is not in the High Court also in a newspaper circulating in the district of the Court in which the winding up is being con- ducted. The advertisement shall state the time and jdace of the intended meeting of the committee of inspection, and that each contril)utory may either attend the said meeting and be heard, or make any communication in wiiting to the Liqui- dator or members of the committee of inspection to be laid before the meeting, in reference to the saiil intended call. (3 ) At the meeting of the comnuttce of inspection any statements or representations made either to the meeting personally or addressed in writing to the Licpiidator or memliers of the committee by any contributory shall be considered before the intended call is sanctioned. (4.) The sanction of the committee shall be given by resolution Porm 56. which shall be passed by a majority of the members present (t). (5.) Where there is no committee of inspection the Li([uidator shall not mjke a call without obtaining the leave of the Court. (7) See Lindley on the Law of Cora- 2. Payment of costs of wimling ui). paiiies, pp. 693—694. 3. Adjustment of the rights of cou- (r) See Lindley on the Law of Com- tributories inter sc. panies, pp. 8-16 et .1 q., and supra, See Companies Act, 1862, § 102. pp. 34, 35. {t) The ii;ajority of the committee (s) Tliese purposes are : — must be present. Pee § 9 (3), stijira, 1. For payment of the companies' pp. 21 and 53. debts and liabilities. 94 'JIIE COIMrAMKS WINDING UP KT'LKS, ISl^O. Rules 93-10;J. Application to the Court for leave to make a call. Forms n^, r.t), (50, an.l (51. Service of notice of a call. Forms 57 ami (52. Kiiforocincnt of call. Forms (53, 04, and 65. Proof of debt, [s. 107 of Act of 186'J, and s. 13 of Act of 1890.] Mode of proof. Verification ot proof. Contents of jiroof. Form (5t). Statement of security. Costs of proof. Di.'^count. Pcriodiral I ajments. !);}. Every application to tin- Court for leave to make any call on tlie contiihutorie.s, or any of them, for any purjjose authorised by the Acts, shall 1)0 made by .summons statinj,' the jtroposed amount of such call, and such summons shall be served four clear days at the least before the day ajjpointed for making the call on every contributory j)ropt>3ed to be in- cluded in such call ; or if the Court so directs notice of such intended call may be given by advertisement, without a scjiarate notice to each contributory. 94. When, in pursuance of a resolution of tlu; committee of inspection or an order of the Court, a call has been inade by the Li(iuiiiator, a copy of the resolution or order .shall be forthwith served ujion each of tlie contributories included in such call, together uith a notice from the Liipiidator specifying the amount or balance due from such contributory in respect of such call, but such resolution or order need not be ailvertised luiless for any special reason the Court so directs. 95. The payment of the amount due from each contributory on a call may be enforced by order of the Court to be made in Chambers un sum- mons by the Licpiidator (»), Proof. •> {x). 9G. Every creditor shall i)rt)ve his debt. 97. A debt may be proved by delivering or sending through the jiost (?/) in a pre])aid letter to the Official Receiver, or, if a Li(iuidator has been ajipointed, to the Liijuidator, an affidavit verifying tlu^ debt (z). 98. Tlie affidavit may be made by the creditor himself, or by some ])erson authorised by or on behalf of the crei'rsou .'^o authorised, it .shall state his authority and means of knowledge (a). 99. The allidavit .'^hall contain or refer to a statement of account showing the ])articulars of the debt, and shall specify the vouchers, if any, by "which the same can be substantiated. The Official lleceiver or Li(piidator may at any time call for the production of the vouchers. 100. The affidavit shall state whether the creditor is or is not a secured creditor. 101. A creditor shall bear the cost of proving his debt, ludess the Court otherwise orders. 102. A creditor jn-oving his debt shall deduct therefrom all trade discounts, but he shall not be comjielled to deduct any discount, not exceeding five per centum on the net amount of his claim, which he nuiy have agreed to allow for payment in cash. 103. When any rent or other ])ayment falls due at stated j)eriods, and the order to wind up is made at any time other than one of those periods, the person entitled to the rent or payment may prove for a proportionate part thereof up to the date of the winding-up order as if the rent or payment grew due from day to day {h). (u) For the mode of eiiforcing tbo order, see Companies Act, 1862, § 120. (x) Comjiare Lindley on the Law of Companies, pp. 713 ct scq. And see also Yate-Lee on IJankruptcy (3rd ed.), i)p. .'585 tt scxi. (y) See Interpretation Act, 1889, 52 & 53 Vict. c. 63, § 26. (r) Rills of exelian,L;c, promissory notes, and other negotiable instruments must be produced. See r. 107. {(i) As to proof for workmen's wages, see r. 106 ; as to proofs by persons ap- lioiiited by the Cotirt to prove, .sec £x jMirtc Hare, 10 Ch. 218. (h) The proof for the remaining por- tion of such payments is governed by r. 105, BULKS 93—111. 95 104. Oil any ileU or fiiiiii cerluin, payaLk- at a ccitaiu time or other- wise, wliere(Jii interest is not reserved or agreed f(jr, and which is (jverdiu; at the date of the winding-up order, the creditor may prove for intertist at a rate not exceeding four per centum per annum to the date of the coramencenxent of the winding up from the time when the debt or sum was payable, if tlie debt or sum is payable by virtue of a M-ritten instru- ment at a certain time, and if payable otherwise, then from the time when a demand in Avriting h;us been made giving notice that interest will be claimed from the date of the demand until the time of payment (c). 105. A creditor may prove for a debt not payable when the winding- up order was made, as if it were payable immediately, subject to a rebate of interest at the rate of live per centum per annum computed from the date of the winding up to the time when the debt would have become payable according to the terms on which it was contracted. lOG. In any case in which it appears from the statement of affairs that there are numerous claims for wages by \vorkmen and others employed by the comjiany, it shall be sufficient if one proof for all such claims is made either by a foreman or by some other person on behalf of all such creditoTs. Such proof shall have annexed thereto, as forming part thereof, a schedule setting forth the names of the workmen and others, and the amounts severally due to them. Any proof made in comjdiance with this Rule shall have the same effect as if separate proofs had been made by each of the said workmen and others. 107. Where a creditor seeks to prove in respect of a bill of exchange, promissory note, or other negotiable instrument or security on which the company is liable, such bill of exchange, note, instrument, or security must, subject to any special order of the Court made to the contrary, be i;)roduced to the Official Receiver, chairman of a meeting, or Li(piidator, as the case may be, and be marked by him before the proof can be admitted either for voting or for anj'; purpose. 108. A proof intended to be used at the first meeting of creditors or at an adjournment thereof shall be lodged with the Official Receiver not later than the time mentioned for that purpose in the notice convening the meeting, or adjourned meeting. 109. Where a Li([uidator is appointed all proofs of debts that have l)een received by the Official Receiver shall be handed over to the Liipiidator. But the OtKcial Receiver shall first make a list of such proofs, and take a receipt thereon from the Liipiidator for such proofs. Rules 104— Interest. Pr pof for debt l>ayal)lc at a future time. Workmen s wajjes. Form 07. Prodiiclinn of bills of exchange and promissory notes. Time for lodging proofs. Transmission of proofs to Liquidator, Admissio)i and Ecjictlon of Proofs, and Appeal to the Court. 110. The Liquidator shall examine every proof and the grounds of the Examination debt, and in writing admit or reject it, in whole or in part, or require °' proof, further evidence in support of it. If he rejects a proof he shall state in ^'^'"^ *^^- writing to the creditor the grounds of the rejection (d). 111. If a creditor or contributory is dissatisfied with tlie decision of Appeal liy the Liquidator in respect of a proof, the Court may, on the api>lication of the creditor or contributory, reverse or vary the decision ; but, subject to the power of the Coiui to extend the time (*), no ajiplication to reverse or creditor. ((•) This rule is substituted for r. '2Q of the Rules of 1862, which was iiltra vires ; this rule appears to be valid as, in the cases mentioned, a jury could award damages under 3 & 4 Wm. IV. c. 42, is ''.8. See Lindley on the Law of Companies, pp. 724 — 72.5. ((/) As to the time within which the proof must be admitted or rejected, sec rr. 11!) and 120. {<) H, 170. 96 THE COMPAXIES WINDING UP EUI.ES, 1890. Rules 111—122. Expunging at instance ot Liquidator. Expunging at instance of crcdit-or. Oaths. Official Receiver's powers, &c. Filing i)roof,s by Official Rcc.iver. Proofs to be filed. Procedure where creditor appeals. Time for admission or rejection of proofs by Official Il::cciver. Time for aJinission or rejection of proofs by Li'iuidat'.r. Costs of appeals from decisions as to proofs. vary the tlecision of thu Liijuklator n-jrctin^' a proof sliall Itu enturtaiiu-d unless notice of the ajiplication is given bLd'oie the expiration of 21 days from the date of the rejection. 112. If the Li(|uidator thinks that a proof has been improperly admitted, the Court may, on the api)lication of the Li(|uidator, after notice to the creditor who made the jiroof, expiinf,'e the proof or reduce its amount. 113. The Court may also expunge or reduce a proof upon the applica- tion of a creditor or contributory if the Li(pudator declines to interfere in the matter. 114. For the purpose of any of his duties in relation to proofs, the Liquidator may administer oaths and take allidavits. 115. The OUicial Receiver, before the appointment of a Licpiidator, sliall have all the powers of a Li(|uidator with respect to the examination, admission, and n-jection of proofs, and any act or decision of his in relation thereto shall be subject to the like appeal. 116. The Othcial lleceiver, where no other Licpiidator is appointed, shall, before payment of a dividend, file all proofs tendered in the wiiuling up, with a list thereof, distinguishing in such list the proofs which were wliolly or partly admitted, and the proofs which were wholly or partly rejected. 117. P^vtTV Liipiidator otlu-r tlian the Otiicial Receiver shall, on the first day of every month, file with the proceedings a certified list of all proofs, if any, received by him during the month next preceding, dis- tinguishing in such lists the i)ro7 Trade in order that the tsanie may be gazetted (h), and at the .same time to Rules 122— 12rJ. such of the creditor-s mentioned in the statement of affairs as have not I _ proved tlieir delfts. Such notice sliall .-^j/ecify the hitest date up to which ^^^^j -2 ' ' proofs must be lodged, wliich sliall In- iint less than fourteen days from the date of such notice. (2.) Where any creditor, after the date mentioned in the notice of intention to declare a dividend as the latest date uj) to which proofs may be lodged, appeals against the decision of the Liijuidator rejecting a jiroof, notice of appeal shall, subject to the power of the Court to extend the time in special cases (/), be given within seven days from the date of the notice of the decision against which the appeal is made, and the Liijuidator may in such case make provisimi for the dividend upon such proof, and the probable costs of sucii appeal in the event of the ]iroof being admitted. "Where no notice of api>eal has been given within tiie time specified in this Rule, the Litjuidator shall exclude all proofs which have been rejected from participation in the dividend. (3.) Immediately after the exi)iration of the time fixed by this Rule for appealing against tlie decision of the Liquidator he shall proceed to declare a dividend, and shall give notice to the Board of Trade (in order that the same may be gazetted) (k), and shall also send a notice of dividend to each creditor whose proof has been admitted. (4.) If it becomes necessary, in the opinion (jf the Liijuirlator and the committee of inspection, to postpone the declaration of the dividend beyond the limit of two months, the Liquidator shall give a fresh notice of his intention to declare a dividend to the Board of Trade in order that the same may be gazetted (/) ; but it shall not be necessary for the Liquidator to give a fresh notice to such of the creditors mentioned in the statement of affairs as have not proved their debts. In all other respects the same procedure shall follow the fresh notice as would have followed the original notice. Proxies ("(). 123. — (1.) A proxy shall be lodged with the Official Receiver or Tiice for Liquidator not later than four o'clock in the afternoon of the day before lodging^ the meeting or adjourned meeting at which it is to be nsed. z.f^^^ ^" (2.) No i)erson shall be ai)pointed a general or siiecial proxy who is a " . . ' '■ ^ '■ " i I - ^o inujor to be """«^- , p.oxv. 124. AVhere an Ollicial Receiver who holds anv luoxies eannot attend „ . , ..,.,, . , .' ^ . . , , Lse of i>roxies the meeting lor which they are given, he may, in writing, depute some j^^. jeputy person under his official control to use the ]>ruxies on his btdialf, and in official Ktceivcr. such manner as he may direct. 125. The proxy of a creditor blind or incapalile of writing maybe Fillinj,' in wlipre accepted, if such creditor has attached his signature or mark thereto in creditor bluul the presence of a witness, who shall add to his signature his description anl residence; provided that all insertions in the proxy are in the handwriting of the witness, and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request of the creditor and in his presence before he attached his signature or mark. (/«) For form, see Form 86 (4). (/) For form, sec Form SO (-iV (i) R. 17t). (»i) See also the First ^^cliedule to thy (k) For form, see Form 86 (5). Act (12) to (1!>), tut^/ra, p. 69. L.C.S. M 98 THK COMTANIES WINIUNU UP IIULES, 1890. Rales 126—129. Statements hij Liqnid'^ttor to the Brgistrar of Joint Slock Companies. Conclusion of liquidation. [Act of 1890, s. 15 (1).] Form 75. Information hy Liquidator as to pending liquidations. [Act of 1890, s. 15.] 12(3. The winding up of a company shall I'm the ])urposes of section 15 of the Companies (Winding Up) Act, 1890, be deemed to be concluded — • (a.) In the case of companies wound up by order of the Court, at the date on which the order dis.-*(jlving the conapany has been reported by the Lic^uidator to the Registrar of Joint Stock Companies : (b.) In the case of companies wound up voluntarily or under the super- vision of the Court, at the date of the dissolution of the company, unless at such date any funds or assets uf the company remain unclaimed or undistributed in the hands or under the control of the Li([uidator, or any person Avho has acted as Li(|uidat()r, in which case the winding up shall not be deemed to lie concluded until such funds or assets have either been distributed or paid into the Companies Liquidation Account at the Bank of England. 127. — (1.) Where a winding up of a company is not concluded within the year after its commencement, the statemcmts which the Licj^uidator is to send to the Registrar of .Joint Stock Companies with respect to the proceed- ings in and position of the li([uidation shall Ije sent in duplicate at such intervals and in such form as the Board of Trade may from time to tiuic b\- general order direct. In the absence of any such direction a statement shall l)e sent twice in each year, the lii-st statement being sent at the ex- piration of 30 days from the termination of the tii-st year during which the liquidation proceedings have been pending, and the succeeding state- ments being sent at intervals of half a year imtil the winding u]) of the company is concluded ; and each statement shall consist of a Statement of Account dated from the last Statement of Account sent in under this Rule, together with a copy of the entries in the Record Book made since such date, (2.) Where the winding up of a company has been commencetl on or before the first day of Jaiuuiry, 185)t), and has not been concluded before the 1st day of January, 1891, the first statement which the Litpiidator shall send to the Registrar of Joint Stock Companies with respect to the proceedings and position of the liquidation shall be sent in duplicate within 30 days from the 1st January, 1891, or wdthin such extended period as the Board of Trade or tlu' Court may in any particular case for special reasons sanction. Duty of Liquidator to furnish informa- tion to Board of Trade. Power of ]5oard of Trade to call for verified accounts. Form 82. I'jivlaiincd FiduJs and I 'ndiftribntid A.'"<''it'on o " • t' *■ *- _ Account, assets of the company shall apply in such manner as the Board of Trade ' ^^^ ^^ jg,^|^ may direct to the Board of Trade for a i)aying-in order, which i)aying-in g_ jg j ^' ' order shall be an authority to the Bank of England to receive the jxiyment. 132. An application by a person claiming to be entitled to any money Application for paid into the Bank of England in pursuance of section 15 of the Com- payment out l>y panies (Winding Up) Act, 1890, sliall be made in such form and manner r^rson entitlwl as the Board of Trade may from time to time direct, and shall, unless the Board of Trade otherwise directs, be accompanied by the certificate of the Liquidator that the person claiming is entitled, and such further evidence as the Board of Trade may direct. 133. — (1.) For the purposes of subsection 3 of section 15 of the Com- Transfer of panies (Winding Up) Act, 1890, money at the credit of the account of funds to the Othciul Li([uidatur of any company with the Bank of England shall be L;°|^,f,'^"t\on deemed to be money under the control of the Otticial Li(pudator, and when Account, such money has remained unclaimed or undistributed for six months after the date of receipt it shall be transferred to the Companies Li(pudation Account, and the Official Li(iuidator and Chief Clerk of the Chancery Divi- sion of the High Court shall draw and sign such cherpies or orders as may be necessary for the transfer of the money. (2.) Any application to the Board of Trade for payment out of moneys so transferred shall be signed by the Licpiidator and countersigned by the Chief Clerk of the Judge of the Chancery Division to wliom the winding-up is assigned. Investmott of Funds (o). 134. — (1.) Where the Committee of Inspection are of opinion that any Investment of part of the cash balance standing to the credit of the account of the Com- J" J^^^^'^ reali-' pany should be invested, they sliall sign a certificate and request, and the nation of securities, (n) That is the Court mentionca in (o) See ^ 17, supra, ii. 50. Forms 83 and 130. 84. 100 THE H).Ml'AMj;s WTNDlNCi LT* KLLKS, l8i)0. Kales 134 — 139. Liqiiiclatur .•shall traiisiuil siuh ct'i-titu-atc and iviiiu'st tn tliL- Boaid uf Trade. {•2.) "Where tlio Committee of In.spectiou are of o})iiiiou tliat it is advis- able to sell any of the securities in which the moneys of the (.'onijiany's assets arc invested they shall si^ni a certilicate and reijuest to that etfect, and the Li(iuidator shall transmit such certihcate and retjuest to the Board of Trade. Accotutfg and Audit (^>). Audit of Cash Book. [Act of 1890, s. 20.] Form 7t). Boai"d of Tiaile audit of Liquidator's .'iccounts. Jviquiilator carrying ou business. Forms 80 and 81. Copy of accounts to be filed. Summary of accounts. 1:^"). The Coniniittee of Inspection shall not less than once every three months audit the Li(|uidator's Cn^h Book (7), and certify therein under their hands the day ou wliich the said book was audited. 130. — (1.) Every Li(iuidator shall, at the exi)iration of six months from the date of the winding-U]) order and at the expiration of every succeeding six months thereafter until his release, transmit to the Board of Trade a co])y of the Cash Book for such period in duplicate, together with the necessary vouchers and copies of the certificates of audit by the Committee of Inspection. He shall also forward with the first accounts a summary of the company's statement of affairs, in such form as the Board of Trade may direct, showing thereon in red ink the amounts realized, and explain- ing the cause of the non-realization of sucli assets as n;ay be unrealized. (2.) When the assets of the company liave been fully realized and dis- tributed, the Liquidator shall forthwith send in liis accounts to the Board of Trade, although the six months may not have expired. (3.) The accounts sent in by the Liquidator shall be certified and verified by him. 137. — (1 .) AVliere the Li(pii(lator carries on the business of the company, lie shall keep a distinct account of the trading, and shall incorporate in the Cash Book the total weekly amount of the receipts and payments ou such trading account. (2.) The trading account .shall from time to time, and not less than unce in every month, be verified by affidavit, and the Li(|uidator shall thereupon .submit such account to the Committee of Inspection (if any), or such member thereof as may be appointed by the conmiittee for that pur- po.se, who shall examine and certify tlie .same. 138. When the Licpiidator's account has Ineu audited, the Board of Trade shall certify the fact upon the account, and thereupon the duplicate copy, bearing a like certificate, shall be filed with the ])roceedings in the winding up. 139. — (1.) The Licjuidalor shall transmit to the Board of Trade with his accounts a summary of such accounts in such form as the Board of Trade from time to time direct, and, on the approval of such summary by the Board of Trade, shall forthwith obtain, prepare, and transmit to the Boaid of Trade so many printed coi)ies thereof, duly stamped for trans- mission by post, and addressed to the creditors and contributories, as nuiy be required for transmitting such summary to each creditor and contributory. (2.) The cost of printing and iH)>ling such copies shall be a charge u}ion the assets of the comi)any. \p) Tiiesc rules I'.n not ai'iily to the Otiicial Kecei/er when he is liquidator. Sjer. I6S. ('J ! For the conteuts uf this book, see rr. 137 and Hi. RILES 135—144. 101 140. Wliciv a J.ii|iii.liit<.v lias nut >iii(c the AaU- of lii^ ai-point mmt m R ul«-. 140-144 . since tlie last audit of his accoiuits, as the case may l>e, received or paid ^"^ j^^ .^ ^^ ^^ any sum of money on account of the assets of the company, he sliall, at J-g.-etpts, the time wlicn lie is rei|uireil to transmit liis accounts to the lioard of Trade, forward to the Hoard an affidavit of no receipts or payments (r). 141. Upon a Li([uiiIator resigning, or l>eing released or removed (.s) from Proceedings on his office, he shall deliver over to the Official Receiver, or, as the case may lf]f''^^^'^l;^^^"' he, to the new Liquichitor, all books kei)t hy him, and all other hooks, ° "•'" * "''• documents, papers, and accounts in his possession relating to the office of Li(pii(lator. The release of a Lit^uidator shall not take effect unless and until he has delivered over t(. the Official Receiver all the hooks, pa])ers, documents, and accounts which he is hy this Rule recpiired to deliver on liis release (t). 142. Where property forming part of a company's assets is sold hy the Expenses of Li(piidator through an auctioneer or (jther agent, the gross ])roceeds of the «^les. sale shall be paid over hy such auctioneer or agent, and the charges and expenses connected with the sale shall afterwards be paid to such auctioneer or agent, on the production of the necessary certificate of the taxing officer (u). Every Liquidator, hy whom such auctioneer or agent is employed, shall, unless the Court otherwise orders, be accountable for the proceeds of every such sale, 143. The Official Receiver, until a Li(iui'prlaced on the file by the Official Receiver or the Litjuidator, as far as may be in continuous order. Every contributory of the company, and every creditor thereof whose proof or claim has been admitted, and every person Avho has been a director or officer of the company, shall be entitled, at all reasonable times, to ins^ject the file free of charge, and, at his own expense, to take copies or extracts from any of tlie documents comjirised therein, or to be furnislied with such copies or extracts at a rate not exceeding threepence per folio of seventy-two words ; and the file shall be produced in Court, or before the Judge, and otherwise as occasion may re([uire (a). 147. — (1.) Whenever the London Gazette contains any advertisement relating to any winding-ui) to which these Rules apply, tlie Liciuidator shall file with the proceedings a memorandum referring to and giving the date of the advertisement. (2.) In the case of an advertisement in a local paper, the Official Receiver shall keep a coi)y of the paper, and a memorandum referring to and giving the date of the advertisement shall be placed on the file. (.3.) For this purpose one coi)y of each local paper in which any. advertisement relating to any winding up proceeding in the Court is insertei>licati()n to the Board nf Trade for his release, .shall Ljive notici- of liir- intention so to do to all the creditors {z) For form of register of winding-up orders, see Form 88, and of petitions, see Form 89. (n) The documents the tiling nf which i.s specially directed by these rules, are bills of costs, &c., when taxed, r. 27. Report of the Official Keceiver in support of his ai)i)lication fnr the appointment of a special manager, r. 42(1). Staten-.ent of affairs under § 7 : r. 58 (1). Certificate extending time for sub- mittirg statement of affairs, r. .59. Certificate that Liquidator or special manager has given the required securit}-, r. 67 (4). Jsotes of every public examination held under the Act, r. 77. List of proofs, rr. 116, 117. Rejected proofs against the rejection of which the crcy the Registrar, shall lpendix by tlie I'.oard of Trade also of the order appointing a time a:i 1 re]uiro to be gazetted, r. 3. The petition place for holding a public exami- must be advertised in the Git:ttt% r. 31. nation under § S, r. 75 ; (0 ?cc supra, p. 28. 104 THK (OMl'ANIl'.S WINlUXCi IP RVLl-.S. IHIM). Rules ir»l— 161. Limit of leinunenition. Dealings with assets. Liquidator not to purchase frota his cinijloyer or ])artner -.v ithout Court's sanction. Committee of inspection. Costs of obtain- ing sanction. Sanction of payments to members of committee of inspection. Discbarge of cost.a, kc, before assets lianded over to Liquidator. 1':^.) If then- i> no Comiiiitti't- nf Iiisiiocti(in the leiuuiieiatinn (if the Li([iu«lator sliall be in accordance whh tlit- scale of percentajj;e jiayable for realizations and di.stributions by the Oflicial Receiver as Liquidator. 155. Except as jirovidcd by the Acts or these Rules, no Liquidator shall 1)e entitled to receive out of the estate any remuneration for services renik-red to the company, except the remuneration to which under the Acts and Rules lie is entitled as Liquidator. 150. Neither the Liquidator nor any iuenil>er of tlie committee of insjH-ction of a comiiany shall, while acting,' as Liquidator or juember of such committee, exce]it by leave of the Court, either directly or indirectly, liy liiiiiscir KV aiiv ]Mrtner, clerk, a,^'ent, or servant, becon)e jnirchaser of a)iv ]iart <<[' tin- ciiiiipany's assets. Any such ])urchasi', made contrary to the jiidxisi.ins of this iUde may l)c set aside by the Court on the ap- jdicatiou of the Board of Trade or any creditor or contributory, and the Court may make such order as to costs as the Court shall think fit. 15 7. WHiere the Li(piidator carries on the business of the company, lie shall not, without the express sanction of the Court, purchase goods for the cariyin<^^ on of such l)usiuess from any person whose connection with the Liquidator is of siuh a nature as would result in the Liquidator obtaining any portion of the ]irofit (if any) arising out of the transaction. 158. No member of a committee of insi)ection, in a winding-uj) shall except under and Avith the sanction of the Court, directly or indirectly, by himself or any emjdoyer, i)artner, clerk, agent, or servant, be entitled to rofit from any transaction arising out of the Avinding-up, or to receive out of the assets any payment for services rendered by him in connection with the administration of the assets, or for any goods supplied by him to the Liquidator for or on account of the Company. If it ajijiears to the Board of Trade that any jirotit or payment has been made contrary to the provisions of this Rule they may disallow siu'h payment or recover such })r()fit, as the case may be, on the audit of the Liquidator's accounts. 159. In any case in which the sanction of the Court is obtained under the two last jireceding Rules, the cost of obtaining such sanction shall be borne by the ])erson in whose interest such sanction is obtained, and shall not be payable out of the company's assets. 160. Where the sanction of the Court to a payment to a member of a committee of inspection for services rendered by him in connection with the administration of the company's assets is ol)tained, the order of the (V)urt shall specify the nature of the services, and shall only be given where the service performed is of a special nature. No jiayment shall, under any circumstances, be allowed to a member of a committee for services rendered by him in the discharge of the duties attaching to his office as a memlier of such committee. 101. — (1.) Where a Liquidator is appointed l)y the Court, tlie Oflicial Receiver shall forthwith jiut the Licpiidator into possession of all ju'operty of the company of whiidi the Official Receiver may have custody ; ])rovided that such Li(iuidator shall have, before the assets are handed over to him by the Official Receiver, discharged any balance due to the Official Receiver on account of fees, costs, and charges pro})erly incurred by him, and on account of any advances properly made by him in respect of the company, together with interest on such advances at the rate of four pounds per centum per annum ; and the Liquidator shall jiay all fees, costs, and charges of the Official Receiver which may not have been discharged by the Liquidator before being put into ])osscssion of the ])roi)erty of the company, and whetlier incurred before or after lie has been put into such possession. iiri.Ks 155— lOK. lOf) (2.) TlieOHicial Ri'ceiver sliall be (IfCiiicil to have a lit-n upon the com- Rules 101 — IfiS. pany's assets until such balance shall have Ijcin jiaicl and the other " liabilities shall have been (lischargcd. (3.) It shall be the duty of the Official Receiver, if so requested by the Liquidator, to coniiuunicate to the Liquidator all such information respect- in*^ the estate and affairs of the company as may be jiecessary or conducive to the due discharge of the duties of the Lii[uidator. OfJiridI receivers (/), roceeding, and regulations shall, unless the Court otherwise in any special case directs, in the High Court and Stannaries Court be in accordance with the Rules of the Supreme Court and practice of the High Court, and in a County Court and Palatine Court in accordance, as far as practicable, with the existing Rules and practice of the Court in proceedings for the administration of assets by the Court (»;). 1 79. The provisions of Rule 2 of the Rules of the Supreme Court, 1887, P; tHions in relating to petitions in the District Registries of Liverpool and Manchester, vj'^^^j^ggl ^^ shall apply to petitions presented in those Registries under the Acts and District these Rules. Registries. 180. The Rules contained in the CeTieral Order of the Court of Rules under Chancery of 1862 and the Forms jirescribed by such Rule.*, shall from and Order of 1862 after the commencement of these Rules cease to have effect or applv iu tlie "ot to apply ■ T r 1 1 ii 1 (■ ii /-I \ 1 in compulsory Winding up of any company wound up under the order ot the Court where ^m^jjpt^ ' the winding-up order is made after the 31st of December, 1890. after December (Signed) IlAi.snruv, C. 31. I concur. (Signed) M. E. Hicks Bkacit, President of tlie Board of Trade. The 29th of November, 1890. (i) As to the power to change tlic forms ditor's deht. Ex parte A'irl-uooJ, 11 in the Appendix, sec r. 3. Oii. Div. 724, misdescription of debtor. (l) The fo' lowing casC3 decided under 2, Matters of xubntavcc. Ex part? the Bankruptcy Acts may be referred to Rosenthal, 20 Ch. Div. 315, failure to pay as instances of what have been held deposit at proper time on an appeal from to be merely formal defects, and what the County Court. Ec parte Jerninghaia, matters of substance. 1. Forvuil defects. 9 Ch. Div. 467, omission of a debtor's Ex parte Jo.hiiKon, 23 Ch. Div. 112, an private residence. Ex parte Coutes, 5 error in the summons which was served Ch. Div. 97'', insuflicient allegation of an by a solicitor's clerk instead of by the act of bankruptcy. Ex parte Torkimjion, so'.icitcr himself, or his attorney. Ex 9 Ch. 29S, omission in affidavit of quali- parte Vanderlinden. 20 Ch. Div. 2S9, fication of person making affidavit, mistaken statement of petitioning ere- (m) Sec also rr. 4, 5, and G. 108 THE COMPANIES WINDIXcJ TP Rir.KS, 1890. APPENDIX. CONTENTS OF API'KXDIX. Advertisement of Ajijioiiitiiu'iit of Liqui(l;itor .... ,, of Intended Call ....... ,, of Meetinj^ of Committee of I nspeetion ,, of Petitiiin ........ Affidavit by Special ^Ian;it,'er verifying Account ,, in support of Application for Order for payment of Call . ,, of Liquidator in su; port of Proposal for Call ,, of Postage of Notices of Meeting .... ,, of Service of Notice to T'ontributory .... ,, of Service of Order for Payment of Call .... ., of Service of Petition on Liquidator .... ,, of Service of Petition on Members, Officers, or Servants . ,, verifying Account of unclaimed and undistrilnited Funds ,, verifying Liquidator's Account ..... ,, verifying Liquidator's Trading Account ,, verifying Petition ........ Application by Liquidator to Board of Trade for release ,, to Board of Trade to authorise special Bank Ac .ount . Appointment of Shorthaml Writer to take Examination Authority tn act as Chairman of Meeting and use Proxies Certificate and Request by Committee of Inspection as to investment o Funds .......... by Committee of Inspection as to Audit of Li([uiaymont of Money or delivery of Books, &c. to Li(juidator .....•••• of Call sanctioned by Com nittee of Insp?ctiun 1o be sent to ( tributory. .......•• ,, of Dividend ......•••• ,, of Meeting (General) of Order to Wind up (for Local Paper) ,, of Rejection of Proof of Debt No, 3(5 CO .^') 16 8.T 63 59 27 50 65 ]5 14 f2 77 hi 17 79 4 J 84 76 47 28 3.^ 10 6 2 1 45 31 29 87 30 53 57 79 26 2ii 68 Al'I'KNltlX. 109 V presenta Nolice of Transfer of I'rucuediiigs tn BoiiiJ of Trade and Ofliuial Receiver ,, to be served with Order sanctioning a fail .... ,, to Contributories of a|)]>ointnient to settle List of (' intrilmtories . ,, to Contributory of final settlement of List of Contributories, ani that his Name be included ....... ,, • to Contributories of First Meeting ..... ,, to Creditors of First Meeting ....... ,, to Creditors and Contributories of intention to apply for Release ,, to Creditors of intention to declare Dividend .... ,, to Persons claiming to be Creditors of intention to declare Final Dividend ....... ,, to Directors, kc, to attend First Meeting ,, to each Member of Committee of Inspection of Jleeting for sanction to proposed Call ...... Notices for London (iuzettf ...... Order appointing Li(juidator. ..... ,, aj)pointing Official Receiver as Provisional Liquidator afte tion of Petition and before Order to Wind-up ,, a|iiK)inting Time for Public Examination ,, directing Public E.\amination ..... ,, sanctioning a Call ...... ,, for payment of Call ....... ,, for Winding-up by the Court .... ,, for Winding-up subject to Supervision . . ,, of Board of Trailc fur Special Bank Account . ,, of Court that Examination concluded ,. of Transfer ........ ,, on Application to vary List of Contributories . Petition ......... ., liy unpaid Creditor on simple Contract ... Proof of Debt (General) ,, ,, of Workmen ...... Proxy, General . ,, Special ......... Register to be kept by Taxing Officer .... ,, of Winding-up Orders to be kept in the Courts ,, of Petitions to be kept in the Couris Rejiort of result of ileeting of Creditors cr Contributorie; . ,, to Court where Person examined refuses to answer Re(pie.--t by Committee of Inspection to Board of Trade to sell Securities Resolution of Committee of Inspection sanctioning Call Return by Taxit'g Officer ....... Schedule referred to in Form 50 .... . Statement of Account (Li'juidator's) ..... ,, ,, AH'airs ....... ., to accompany Notice of Ai«i)lication for Release . Summons for intended Call ...... ,, for Persons to attend at Clian.bers to be examined Supplemental List of Contributoriis .... Trading Account (Li(piidator's) ...... Warrant agdnst Person who Jails to attend Examination Ko. 4 62 46 4S 23 22 73 69 70 24 54 86 34 21 38 37 61 64 18 19 44 40 3 52 12 13 66 67 73 74 11 8i 89 32 39 83 5o 9 51 75 33 71 58 42 49 80 41 110 THE GOMrANIKS WINDING IT lULES, 1890. Forms 1 — 4. FORMS. (a) Insert full name of Com- pany. (a) Insert full name of Com- pany. Xo. 1. General Title {Ili'jh <'onrt]. [Rule 7 (1).] In the High Court of Justice 189 . [Here state letter am nnrnher.^ Chancery Division, Mr. -lusticc lu the matter of the Companies Acts, 1862 to 1890, and In tlic matter of the (a) Company, Limited. Ko. -2. General Title (i'onnty Court). [Kule 7 (1).] In the County Court of , hohlen at In the matter of the Companies Acts, 1862 to 1890, and In the matter of the {a) Ct)mpany, Limited No. 3. Ordir of Transfer. [Rules 8 and 9.] {Titk.) (a) Name of Upon the application of (a) and upon hearing and applicant. npon readin" it is ordered that the said proceedings be trans- (ft) Court from f^^^red from the (6) Court to the (c) Court, ■which the trans- -.^ . ^ .^ ■ ^ e i qo feristobo Dated this day of 189 . made. ((?) Court to _ which the trans- fer is to be made. j^-y_ ^ Notice of Transfer of Proceediwjs to the Board of Trade and Official L'eccirer. [Rule 14.] (Tith,) The proceedings in the winding-up of the above-named Company have been, by order dated the 1 8 , transferred to this Court from APPENDIX. — FORMS 1 — 7. the [High Court] "r [the County Court of , hohlen at , or as the case may be] and have had the above letter and nuTnl)er aHotted to them. The letter and number before transfer were Dated this day of 18!) . Ill Forms 5 — 7. No. 5, Appointment of shorthand Writer to take Emm i nation. [lUilc KJ.] {Title.) Before . Upon the application of the Official Receiver the Court hereby appoints of in the county of to take the examination of at his public examination this day pursuant to Rule 16 of the Companies Winding-up Rules, 18!)0. Dated this day of 189 . No. 6. Declaration by Shorthand Writ'r. [iiule 16.] (Title.) Before . I^ , of , in the county of , the shorthand writer appointed by this Court to take down the examination of , do solemnly and sincerely declare that I will truly and faithfully take down the (questions and answers put and given by the said in this matter, and Avill deliver true and faithful transcripts thereof as the Court may direct. Dated this day of 189 . [Declared before me at tlie time and place above mentioned.] No. 7. Xotes of Public E.xamination where a Shorthand IFriter is Appointed. [Rule 16.] (Title.) Public examination of (a). at the Court this day of Before 189 . The above-named , being sworn and examined at the time and place above menticmed, upon the several ([uestions following being put and propounded to him, gave the several answers thereto respectively following each (question, that is to say : — (a) Mr. an officer [or as the rasr may I'c] of the above-named Company. These are the notes of tlie public examination referred to in tlie memo- randum of public examination of , takeii before me this dav of l.s!) . 112 Tin; coMi'ANiKS AviNi»iNc; I r rllks, 1890. Forms 8—10. Ko. 8. Notes of Public Exuininatinn ichere Shorthuini H'riter in not upiiointed. [Rule 16.] {Tille.) (a) Mr. ;iii officer \or as tlic Before case may le^ of -. ^^ the above-named Company. Vtiblic cxaTuination of («). atthcCii.rt this day of (a) Nair.e of Court. The above-iianieil . \n-\\\'^ sworn and examined at the time and jihice above-mentidued, ujxm ids oath .saitli as follows : — A. These are the notes of the i)ublic e.xaininatioii rt-ferrc-d to in the memo- xandnm of public examination of , taken before me this day of 185) . No. !). IMurn hii TiuiiKj Olfim: [Rub; 2S.] In the (n) Return of I'ills taxed durini; tlu! year endin<,' 18!) . day of The Companies Acts. Number i o s -2 ^ SS s <'a *s itt £-13 ;'^ 2 X 43 'cS 1 g c* O cS •h =^ To ^' F* — ^ h*4 1 £S5 1 ^^^-s o o ^ a; S5 = a s 1 -5=^ ^J 2 1 s'^>« 2 B « = .2 P o i5 1 5 s«« -^ 1 < o 1 "S — "£ 3 is O c aid up is £ 4. The ohjects for v.hicli the company was estahlislied are as follows : — To , and other objects set forth in the memorandum of association thereof. [Here set out in para[ir(i2>hs tlie fad>i on vhirji tlf petitioner relies, ami conclude as follovs] : — Your petitioner therefore humbly prays as follows : — (1.) That the Company, Limited, may be wound up by the Court under the provisions of the Companies Acts, 1862 to 1890 : (2.) Or that such other order may be made in the premises as shall be just. Not''. — (/) It is intended to serve this petition on « (a) State ccn- si leration for the delit, with Xo. 13. Pititinn /»)/ unpaid Creditor on Simple (Jontrart. [Rule 33.] {rule as in No. 12.) Paragraphs 1, 2, 3,'"and 4 as in No. 12. 5. The company is indebted to your petitioner in the sum of £ for (a). G. Ycnir petitioner has made application to the company for payment of his debt, but the comi)any has failed and neglected to pay the same or particulars so as , » stablishthat any part thereof. to est the debt claimed 7. The company is [insolvent and] unable to pay its debts. is due. 8. In the circumstances it is just mid e([uitable that the company should be wound up. Your ])etitioncr therefore, &c. [af< in No, 12]. APPF.NDIX. — FORMS 12 15. IK Forms 14— IG. No. 14. ■ Affiilavit of Service of I'rfition on Memhem, Officers, or Servanfs. [Itulc Sr).] {Title.) Ill the inattcr of ;v petition dated • I, , of , make oath and say : — 1. [//) /,'('' (■(>■'.' nf gercii'c of jH'tition on a memher, officer, or servant at the registered otfice, or if no reyidered office at tlic jyrinciptl or lad knoirn prin- cipal place of husinesn of the company.] That I did on day, the day of 18!) , serve [nami and description] a nieinber (oi- oftii-er) (or servant) of the said com- jKiny witli a copy of tlie ahove-nientioned petition, duly seah-d Avitli the seal of the Conrt, by delivering the same personally to the said , at [office or place of business as aforesaid], Ijeforc thv liour of in the noon. •2. [Fn the case of no member, officer, or servant of the company beiny found at the reyiitered offices or place of business.] That T did on day, the day of 181) , having failed to find any member, officer, or servant of the above-nameil comi)any at [h-re state reyist'red office or place of business], leave there u copy of the above-mentioned petition, duly sealed with the seal of the Court, before the hour of in the noon [add icith v:hom such sealed copy icas left, or xrherf, e.g. affi.ccd, to door of offices, or placed in letter box, or otherwise.] 3. [In the case of directions by the Court as to the member or m'^mhers of the company to be served.] That I did on day, the day of 18!) , serve [name or names and descrijition] with a copy of the above-mentioned petition, duly sealed with the seal of the Court, by delivering the same personally to the said , at [place], before the hour of in the noon. 4. A sealed coj>y nf tlic said petition is hereunto annexed. .Sworn at, (Sec. Xo. 15. Affidavit of Service of Petition on Liquidator. [Rule 35.] {Title.) In the matter of a petition, dated , for winding-up the above company under the supervision of the Court. I, , of , make oath and say : — That I did, on day, the day of 18!) , serve [name and de.'^cription] the lit[uidator of the above-named company with a copy of the above-mentioned petition, duly sealeil with the seal of the Court, by delivering the same personally to the said , at [j^lac'i], before the hour of in the noon. A sealed copy of the said petition i-^ hereunto annexed. Sworn at, (S:c. I 2 IIG THK COMPAXIKS WINDING UP RUI.KS, 1890. Forms 16—18. Xo. in. {a) Insert name of company. (//) If the wiiiiling up is to lie .suliject to supervision, in- sert, instead of ' ■ by " the words "subject to the supervision of" (c) In the county court add " his solicitor Aih:rlU>',npul of l','llt;ini. [Rule :',4.] in llu; Matti-r of tlu* ( 'oiui.aiii.'s Acts, ISOii to KnyO, an.l Tn the matter of the («) ( 'onipaiiy. N'dlin- is jii-rehy given that a petitiuu lur tlu' wimliii;.;-!!]) (if the ahuve- iiaUKil riimpauv hv /' tlir lli,L;h Cnurt nl' Justice [o/- the county court of I Imlilcu at I"/', n-^ tlir ritfie mnil be], was, on tlie (lav of 1^!) , presented to the said Court l)y the said company [(;/• hv A.H. of a creditor [ar contributory] of the said company] [or, «s ilia aisr maij hv]. Ami tliat tlie said ])etitioii is directed to 1»' heard before the Court sitting at on tiie day of 18!) ; and any creditor or contribtitory of the said com[>any desirous to op])ose the luaking of an order for the Avinding-uj) of the said company under tlu; above Acts, should appear at tlie time of hearing by himsell ov ((•) his counsel for that purjxjse ; and a copy tjf the petition will be furnished to any creditor or contributory of the said company reciuiring the same by the undersigned on jiayment of the regulated charge for the same. C. and D., of &c. [Agents for IJ. and F., of &c.]. Solicitors for the petitioner. No. 17. Affiddcit verifijiiKj J'ctifion. [Huh- 30.] (Titlr.) I, A.B., of Sec, make oath and say, that such of the statements in tlie petition now produced and shown to me, and marked with the letter A., as relate to my own acts and deeds are true, and such of the said state- ments as relate to the acts and deeds of any other person or persons I believe to be true. Sworn, &c. No. 18. Order far ]\"mdinfj~\ip Inj tlie (.'ourt. [Rule 3s.] dav of 189 . Upon the petition of the al)ove-named company [or A.I]., of &c., a creditor [or contributory] of the above-named company], on the day of 189 , jireferred unto the Court, and upon hearing for the petitioner, and for , and upon reading the said APrF.NDIX. — FORMS 10—20, 117 petition, an iitlidavit ..1" (llu- said ]ntiti(.iu r), liliS.c., veiifying the saitl Forms 19— 20, jn'tition, an aliulavit of L.M., iiliil tlic day of 189 , tlui London Ga-.etfe of the day of 18ii , tlie nc'\vs])a])(;r of tlie ilay of [entir any otlier p(iper.i\, each containinf,' an advertisement of tlie said iietition [enter any other evidence], this Court doth order that the said Company be wonnd up by this Court under the jirovisions of the Companies Acts, 1862 to 1890, and that (a) , tlie Othcial Keceiver attached to this Court («) Name of be constituted Pi-ovisional Li<|uidator of the afiairs of the company. Otftcial Receiver. Xote. — A.B., being a of the company, is hereby required to attend at the office of the Otticial Receiver at (A). (''> Insert the The OtHcial Receiver'.s offices are open cverv weekdav from Ki a.m. to I'lfc at which , ^ 1 1 ii 1 ' , attendance is 4 pm , except days, when tr.ey close at p.m. n-quireil Ku, 19. Order fur jrindinij-iqi, snhfrt to Siipervision. [Rule 38.] day, the day of 18 . (Title.) U2)0u the petition, &c., this Court doth order that the voluntary wind- ing-up of the said company be continued, but subject to the supervision of this Court ; and any of the proceedings under the said voluntary Avinding- up may be adojitod as the Judge shall think tit. And the creditors, contri- butories, and liquidators of the said conij)any, and all other persons interested are to be at liberty to opply to the Judge at chambers as there may be occasion. ('0 Insert full title of com- pany. (b) In.sert name of Court which mailc the onlcr. No. 2(1. Xutice of Order tu iriiid-up [for Local Fiiper^. [Rule 41.] In the matter of the (<«) Company. Notice is hereby given that by an order made by the (h) in the above matter, dated the day of 189 , on the ]ietition of the above-named Company [or A.Ii of ], It was ordered that, &c. [((.>>■ in Order]. Notice is ahso hereby given that the first meeting of creditors will beheld at , on the day of 189 , at o'clock, and the first meeting of contributories will be held at , on the day of 189 , at o'clock. Dated this day of 189 , Official Receiver. Note. — All debts due to the company .should be paid to the Official Receiver at his office at (c). " (,'') S*»*«f:^'. . ^ ' (liess of Onicial Receiver's ofl&ce. 118 THE coMPANiKH wiNpiNG vi' ium;s, 1890. Forms 21 — 22. — No. 21. Order appointing the Official Reenter as Provisional Liquidator after 2^resentation of Petition, and before Order to wind-iq^ [Rule 32.] tlie day of 1 89 , {Title.) I'pon tlic a)>]ilicati((ii, ^:(.'., and ujimi ivadiiig, &c., tlie ( ourt dolh hereby ap2)oiiit Mr. . the Ollieial Jicceiver attached to tlie C'ourt, to be Provisional Litjuidator of the above-named Company. And the Court doth hereby limit and restrict the jwwers of the said Official Receiver as Provisional Litjuidator to the following acts, that is to say {describe the acts u-hich the Provisional Liquidator is to be authorised to do and the property of vhich he is to take possession'\. No. 22. Xotire to Creditors (f Fird Mectiixj. [Rule 4^.] {rme.) (Under the order for winding-up the above-named Company, dated the day of 18!) .) Notice is hereby given that the first meeting of creditors in the above matter will be held at on the day of 18!) , at o'clock in the noon. To entitle you to vote thereat your proof must l)e lodged with me not later than o'clock on the day of 189 . Forms of proof and of general and S2)ecial proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with me not later than o'clock on the day of 189 . Official Receiver. A ddress, (n) Here insert (The statement of the Company's afiairs (a) .) ' ' has not V)cen lodged," or "has -.» . been lodged, and ^^ '^^'^' enclos^?"'^ At the first meetings of the creditors and oontributories they may amongst other things : — 1. By res(dution detfrniim- whcllier nr not an application is to be made to the Court to appoint a licpudator in jdace of the OIHcial Receiver. 2. P.y resolution determine wln-ther or not an a])plication shall be made to till' Court for the aj)})ointment of a committee of inspection to act with the li(|uiilat(tr, and who are to be the members of the committee if appointed. yote. — If a liijuidator is not appointed liy the Court the OtHcial Receiver will be the li(juidator. APPKSDIX. — FORMS 21 — 24. No. 23. Notice to CuntrihuiDiies of First Mvttiiuj, [Kuli- 10.] {Title.) Notice is hereby given that the fir.st meeting of the coiitrihutories in the above matter will be held at on the day of 189 , at o'clock in the noon. Forms of general and special proxies are enclosed lu-icwitli. Proxies to be nsed at the meeting must be lodged with me imt lati-r tliun o'clock on the day of 1 8!) . Dated this (iiiy of 1 8!> . ( )Hicial Receiver. (The Company's statement ui uH'aivs («) .) Note. At the tirst meetings of creditors and contributories they may among-t other things : — 1. By resolution determine whether or not an apidicatiim shall l)e made to the Court to appoint a liquidator in place of the Oflicial Receiver. 2. By resolution determine whether or not an application shall be made to the Court for the appointment of a committee of inspection to act with the li(iuidator, and who are to be the members of the eoinmittee of inspection. Note. — -If a li(iuidator is not appointed by the Court the Official Receiver will be the li(|uidator. 119 Forms 23 -24. (a) Here insert *' ha.s not been loilgefl," or "has licen lodsjeil, and ninunarT is ciiclo.sed." No. 24. Notice to Directors and Oncers of Compa7Vj to attend First Meeting of Creditors or Contributories. [Rule 43.] (Title.) Take notice that the first meeting of creditors [or contributories] will be held on the day of 189 , at o'clock at (a) i<^'^ Here insert , and that you are required to attend thereat, and give such 1'-*"^.'" °^^ ....''. ^ . JO nieeting -will be information as the meeting may require. he;,l Dated this dav of 189 . . ' Uthcial Receiver. ^]^ ^'''^'^ "^"'^ of person re- q\iireil to .ittcnd. To {h) 120 Forms 25—27. Tin: co.MrANiKs \\tm>ing it iules, 1890. Authniitij (ii l)q,\i1}j to art <(k Cliiiinitini of Merlivfj and u?c Froxiea^ [Rule b-2.] {Title.) I, , tliL- Olliciiil JiecL'iver of , do IieieLy noniiiiate Mr. of to be the chainuaii of tlie tirst meeting of creditors ["/■ coiitriliiitoiies] in the aliovo matter, a])])ointed to be held at on (a) He reinsert ll'*' day nt 189 , and I depute him, (r<) to •' Being a person attend such meeting and u.^e, on my lieliall', any proxy or proxies lield ]iy in rcy employ- j,,,, j,, t],is matter. inent or under 1 1 . i ^i ■ i »• i ^.n a- ■ , Dated this < av oi ItS ) mv oihcial con- trol, or being an Ullicial Receiver, ofiker of the Board of Trade." No. 26. Xotiee of Meifiiicj [(leneral ?'orvi]. [Rub' 4!).] (Title.) Take notice tliat a meeting of creditors [')/• contributories] in the above matter will be held at on the day of 189 , at o'clock in the noon. (n) [Here insert purpose for •which meeting culled.] (h) " Liquida- tor " or "Official . Receiver," ^^ Afjenda. («) Dated this dav of 189 . (Signed) (/>) Forms of general and special jiroxies are enclosed herewith. be used at the meeting must be lodged not later than day of , 189 . Proxies to o'clock on ('/) State the description of the deponent. (b) Insert here " general " or ' ' adjourned general " or No. 27. Affidavit of roitaye of Xotiee!^ of Mcctinr/. [Rule 50.] (Title.) I, , a ((() , make oath and say as follows : — 1. That I did (.11 tlie day of ' 189 , send to each creditor mentioned in the Company's statement of aflairs, [or to each con- tributory mentioned in the register of members of the Company] a notice of the time and ]ilace of tlie (A) in tlu' form hereunto annexed marked '• A."' ». T!:at tlie ui'licc- 111' cicdilors wne iidilie. ted lo the said ciuliturs APPKNDIX. — FORMS 25 — 20. 121 rfspoctivfly, accunliii- t.. tluir respective names and addresses appearing in Forms 28 29. the statement of afluirs of the Company. " first" meeting 3. That tlie notices for contributories wi-re addressed to the contrihu- of crerlitors [or lories respectively according to their respective names and addresses contributories' s- '^. , " ■ , r j\ /\ . the CISC m'lU hr\. appearing in the register of the Company. -^ J 4. That I sent the said notices by putting the same prepiid into the ])0st otlice at before the hour of o'clock in the noon on the said day. Sworn, ().'] {Title.) I, , a clerk in the office of the Official Receiver, hereby certify : — l.That I did on the day of 189 , send to (a) , a notice of the time and the place of the first meeting, or (h) in the form hereunto annexed marked •' A.'' Paragraphs 2, 3, and 4 as in No. 27. Signature Dated No. 29. Memorandum (f Adjournment of First or other Meeting. [Rule 56.] (Tttle.) (a) Each credi- tor mentioned in the statement of affairs, or each contributory mentioned in the register of mem- bers of the com- pany, or as (he case may be. (b) "A general meeting," or " adjourned general meet- ing," or as the case may be. Before at o'clock. on the day of 189 , at Memorandum. — The (a) meeting of (h) in the above matter was held at the time and place above mentioned ; but it ajipoaring that ((■) the meeting was adjourned until the day of 1S9 , at o'clock in the noon, tlien to be held at the same place. Cliairman. (a) " First " or as the case may be. {b) Insert "creditors," or " contribu- tories " as the case may be. (c) Here state reason for adjournment. 122 Forma 30-32. THE COMPANIES WINPING IT JtULES, 1890. Mcuioranduvi oj Froctcdvujt at aJjourned First Meeting (No quorum). [Rule 48.] (Titk.) un till- (lav of 189 P.fforc at at o'clock. (a) Insert Memorandum. — The adjourned meeting of (a) in the above "creditors'' or matter was held at the time and place above-mentioned ; but it apjiearing "contribu- that there was not a quorum of («) qualified to vote present or represented, no resolution was passed, and the meeting was not further adjourned. Chairman. tories" as the case may he. Xo. 31. (n\ Or '-con- Lift of Creditors (a) assembled to he used at every Meeting. (Ixule 47.] tributories." {Titk.) Meeting held at this day of {b) In case of Number. | Names of Creditors («) present or rei>resente(l. contribntories | insert " numlicr ' , of shares." ») 3 4 7 I Total number of creditors (a) present or represented 189 . Amount of Proof {b). No. 32. Beport of re null of Meetin(j of Creditors or Contrihutories. [Kules .'54, 63.] In the matter, &c. I, A.B., the Official Receiver of tlie Court [or as the case may te] chair- man of a meeting of the creditors [or contrihutories] of the above-named company, summoned by advertisement [or notice] dated the day (,f ' ,18!) , and held on the day of , 189 , at in the county of , do hereby report to the Court the result of such meeting as follows : — The i-aid meeting was attended, either personally or by proxy, by creditors whose proofs of debt against the said company were admitted for voting purposes, amounting in the Avhole to the value of £ [or APPENDIX. — FORMS 00 — 32. 123 by conlriljutuik's, lioldiiif,' in the wIk-Io nliares in the said company, and entitled resjjec-tively hy the regulations of the company to the number of votes herein-iifter mentioned]. The question submitted to the said meeting was, %vhether the creditors [or contributories] of the said company wished that [here state j^roposal submitted to the meeti/Kj]. The said meeting was of opinion that the said proposal should [or should not] be adopted [or the result of the voting upon such (question was as follows : ] The undermentioned creditors [or coutributoiiesj Anted in favour of the said proposal being adopted : Form 32. Name of Creditor [or Contributory]. Address. Number of Votes con- Valuc of Debt ferred on each [or Number [ Contributory of Shares]. | by the Regu- lations of the Company. The undermentioned creditors [<>r contributories] voted against the said proposal being adopted : Name of Creditor [nr Contributory]. Address. Value of Debt [or Number of Shares]. Number of Votes con- ferred on each Contributory by the Regu- lations of the Company. i Dated this Chairman. 124 Form 33, Tin: COMPANIES WINWNU UP KULKS, 1890. Statement ok Affairs on tlu' date of tlic ^Viudiiig-nj> OiiU'r. No. 33, Statement of Afairf. [Rule 58.] (Title.) (lav of 189 , the 1. — As nyards i'rtditon. Gross Liabili- lies. Liabilities. Debts and liabilities, vi/. :— (a ) Un.secured crpiiitors, as lier list "A" (b.) Cmlilors fully Sfcurtd [not including debenture holders] as per List "B" Estimated value of se- curities Estimated sur plus . £ Carried to List "C" Balance contra £ s. (?. Expected j to j Rank. ! s.d. (c.) Creditors part- ly secured as perList"C"£ Less estimated value of se- curities Estimated to rank dividend £ 4 ((?.) Liabilities on bills d i s- counted other than the com- I'any's own acceptances fur faille, as per List *'D" Of which it is expected will rank for dividend (e.) Other liabilities, as per List "E" Of which it is expected will rank against the assets fordivi. dend . (a.) Pnji)ertyasper Lisf'H," viz. :— (a.) Cash at bankers . {b.) Cash in hand . . . (c.) Stock in trade [esti- Uiated cost £ ] ((/.) Machinery . (e.) Trade fixtures, fittings, utensils, .tc. . . (/.) Investments in shares, &c (;/.) Loans on mortgage . j (h.) Other proport,y, viz. . I (6.) Bofik debts, as per List j " I," viz. : — Gold . . . . Dnlilitful Had Esti- mated t<' Produce. £ Lstimattd to produce . £ s. (/. (<■.) Bills of exchange, (U- other similar secxirities on hand, as jier List "J". Kstimated to produce ^''.) Surplus from securities in tlie hands of creditors fullv secured (i>er contra) (/.) . . . £ s. d. (•.) Unpaid calls, as pcrl.ist " K " . Estimattd to produce Estimated total assets Deduct loans on debenture bonds secured on the assets of the company as per contra (/; Estimated net as.sets Deduct preferential creditors 1 as per contra (g) . . . Arri.xDix. — romr 533. 12/ Gross Lia- bilities. & s. d St(tti)iit'ii( of Affair-'^ — ntiitlinifil. Form 33. Liabilities. Expected , I to Rank. Assets. 1 Esti- inatfl'l to Prurluce. (/.) r. oaiis on debenture bonds as per LisfKUe- (lucted con- tia . . £ (;/.) I'rcferential creditots for r.iti's, taxes, \vat;i-s,A:e.as JUT List "G" (led nc ted eoiitia £ s tl. & i».,rf. Estimated amount available to meet unseeureil creditors, subject to cost of liquida- tion Estimated delicienoy of ass(;ts to meet liabilities of tlif company, subiect to cost nt' li(iuidaticm . . . . J. d. Estimated surplus (if any) after meeting liabilities of company, subject to cost ol li(piidntion. The nominal amount of unpaid capital liable to be called up to meet the above deficiency is £ IT. — .1.' recjanh Contrihitforipx, Capital issued and allotted, Estimated surplus as above viz. :— (if any) subject to costs of Founders Shares of £ ' liertcil umlcr tlie heading " Amount of Debt,'' tlius : — £ s. d. Total amount of claim ....... Less : Contra account ....... No such set-off should be includeil in List " I.'' 2. The particulars of any bills of exchange and promissory notes held by a credit(U- should be inserted immediatcdy below the name and address of such creditor. 3. The names of any creditors who are also contributories, or alleged to be contributories, of the company must b > shown separately and described as such at the end of the list. No. Address Amount Date when Contracted. i ! Consideration. Name. ana , Occui»ation. i ! of Debt. Month, Year. i J Signature Dated 189 APPENDIX. — FORM 3B. 127 Form 33. LIST " ]'.." Creditors fully secured (not includixo Debenture Holders). Xo. Name of Credi- tor. Address and Amount Date when Contracted. Con- sidera- Parti- culars of Se- curity. Date when Esti- mated Value of Esti- mated Surplus tion. Month. Year. tion. given. Secu- rity. from Security. : 1 Signature Dated 189 LIST "CV Oreditors partly Secured. (State whether also Contributories of the Company.) Ko [Name I of jCredi- j tor. , , , I Date when . u i- Addressi ^, . . , ' ^„„ Parti- , I . . Contracted, i Con- ! , _„ and Amount -j ' culars Occupa- of Debt, tion. '■ sidera- tion. Month. Year. of Se- curity. Month] Esti- ' and mated Year Value of when ! Secu- ?iren. rity. Balance of Debt un- secured. Signature Dated 189 128 JlIK COMPANIES WI.\I»1X(; IP IMLKS, JSDO. Form 33. LIST "])." LiABii.iTiKs OF Company on Bills Discounted othkr than thkir OWN Acceptances for Value. No. Acceptor's Name, Address, and Occupation. Wlietlier liable as Drawer or Indorscr. Data, when due. Amount. Holder's Name, Amount Address, and expected to Occupation (if rank for known). Dividend. • 1 1 Signature Dated 189 LIST "¥.." Other Liabilities. Full Pailiiulars of all Liabilities not otherwise Sclieduleil to lie ^ivon here. No. N; me of Creditor or Claimant. Adilress and Occupation. Amount of Lia- bility or Claim. Date when Liability incurred. Month. Year. Nature of Liability. Con- sidera- tion. ! Amount expected to rank against Assets for Dividend. Signature Date a 189 APPENDIX. FOPM BS. 129 Form 3:3. LIST "F.'' List ok DKiiKNTiiiK Hoi.dkrs. The Nanie.s to be urrangi-d in AlpluibL'tical Onk-r ami iiuiubeivJ consecutively. Separate Lists must be I'urnisheil of Holders of each Lssue of Debentures should more than one Ls.sue have been made. r No. Name of Holder. Address. Amount. 1 Description of Assets over which Security extend.s. Signature Dated 169 LIST "G." PrEFERENTIAI, Cul'.DITORS FOR RaTKS, TaXES, SaI, ARIES, ANI> AV.vcES. No. Name of Creditor. Address an] Occupa- tion. Nature of Claim Period during which CJaini accrued due. Date when due. Amount of Claim. Amount payable in full. Differencf rankiug for Dividend. Signature Dated L.C.S. 189 K IBO Tirr: coMr.wiEs wrxDrxn r-p rt'les, 1890. Form 3-'j [State particulars. ] [State particulars. ] LIST "H." PRorKKTY. ■ Full puiticulurs of every tlescription of jiroperty not included in any other list, arc to be set forth in this list. Full Stateincnt and Nature of Proijerty. {a. ) Cash at hankers .....«• (b.) Civsh in hand ........ (c.) Stock in trade, at [estimated cost £ ] ((/. ) Machinery, at ...... (f. ) Trade fixtures, fitting.s, ofiice furniture, utensils, &c. (/. ) Investments in stocks or shares . . , . (//. ) Loans for which mortgage or other security held (/(.) Other projjerty, viz. : — Estimated tc produce. Signature Dated 189 LIST "T." Debts due to the Company. The names to l)e arranged in alphahetical order, and nunihered consecutively. Note. — If any del)tor to the Company is also a creditor, Ijut for a less amount than his indehtedness, the gross amount due to the Company and the amount of the Contra account should be shown on the 3rd column, and the balance only be inserted under the heading " Amount of Debt," thus :— £ s. tl. Due to Company .•..:: Less : Contra account . . . . : : No such claim should be included in sheet " A." No. Name of Debtor. Resi- dence and Occu- pation. Amount of Debt. Folio of Ledger or other Eook When contracted. Esti- mated Particu- lars of any Securi- ties held for Debt. Good. Doubt- ful. Bad. where Par- ticulars to be found. Month. Year. to Pro- duce. 1 1 1 .i Signature Dated 189 APPENDIX. — FORM 33. 131 LIST "J." Bills op Exchange, Promissory Notes, &c., ox hand available as Assets. Form 33. Xo. Name of Acceptor of Bill or Note. Address, &c. Amount of liill or Note. Date wh^ii due. Esti- in:itcd to produce. Particulars of any Property lield as Security for Payment of liill or Note. Signature Dated 189 LIST '-'K."' Unpaid Calls. No. in Share Regis- ter. Name of Shareholder. Address and Occupation. I HT c Amount ; m * i No. of I e n u \ Total o, I 01 Call . , Shares o, ' Amount , , , I per Share , held. ' .] due. unoaid. unpaid. Si^jMiature Dated Esti- mated to realise. 189 K 2 132 THK C'OMr.VMI'.S WINI)lX(i IT lULKS, 1890. ronii 33. " L." List or Fovndeks' Shares. Register No. 1 Name and Address of Share- hulK-T. Nominal Amount of Share. No. of Shares held. Amount Total per Share Atriount called up. called up. , Signature Dated 189 " M." List of Ordinary Share.s. „ . , ,, 1 . i> r ^i Noiiiinal No. of Amount Ltal Register Name and Address oi >hare- . ^ uu ' ^m i XT k 1 1 Amount Snares per .Share Amount ^°- UoiUer. of Share. I held, called up. called up.l Signature Dated 189 afpi;ni>ix. — loHM :i8. 133 N." Form :V.i. List op Preference Shares. RecJster No. , . , , r d Nominal No. of ^ame and Address of bhare- , ^^^„„^ Shares ''°''>«'"- of .Share.' held. Amount per Share (tailed no. Total Amount called up. 1 l)ate'. Rent, rates, and taxe.s . . . . j i Miscellaneous trade expenses . . ' Depreciations written oil in com- | I ] jiaiiv's books ■ ' Interest on loans . . . ./I ;_ II. Bad debts (if any) as per Li.st" I'd) . III. Directors' fees from date of t'orniation ol com- pany to ilate of winding up order . . . . IV. Dividends paid (if anyj fioni date of formation of company to date of winding np order . Losses on investments realised, from date of formation of company to date of winding up order, exclusive of dei)reciatiou wrilten olf as above, viz. :— (4) VI. Depieciation on propeity not written olf in coni- )'any's books, viz. : — (4) VII. Other losses atid expenses (if any) {i) from date of formation of company, to date of winding up Older, viz. :-(4) VIII. Unjiaiil calls as per List " K " [ je | s. d. /,e.JJi;amination of (o) held before me this a ]iersoii ordered Jay of JH'.) , the foUowin;,' f|uestion was allowed bv me to le to attend for ^^^^ ^^ ^^^ ^^^^^ ^ -]_ Q. {f>) The (c) refused to answer the said (luestion. (or) The (r) answered the said (juestion as follows :— A. (d) I thereupon named the day nt 1H9 , at as the time and place for such [refusal to] answer to be reported to the Hon. i\Ir. Justice \nr His Honour .ludj^'c ]. Dated this day of l^') ■ Registrar. [or 0.9 the cnse ninu he]. exaininatioM. [b) Here state ((•ics-t'on. iC; 'Witness. ■(/) Here insert :in ;wers (if any). No. 40. Order of I. 'ami tln'l ExKiniiiotiori ig ronrhidrd. [Hule 77.] {Title.) "Whereas the above-named A.B. has duly attended before , and has been puVdicly examined as to the promotion and formation of the company [or, na the ntse may he^. And whereas is of opinion that the sai)ailiHs, and others], to take the said («) and to deliver him to the governor or keeper of the above-named prison, and you the said governor or keeper to receive the said ((/) , and him safely to keep in the said jirison until such time as this Court may order. Dated this dav of 189 . («) Name of person required to attend. (h) Place of examination. (V) Name or title of ottioer before whom examination is liirected to be heKl. No. 42. Snmv'ovs for Pcrnons to ot'end at Chambers to he examined. [Rule 78.] [Title.) A. I!, of vScc, and J'^.F. of &c., are hereby severally summoned to attend at (a), in the county of on the day of 189 at of the clock of the day nf 18!) , at of the clock in the noon, to lie examined on the part of the Otticial Receiver [or the litpiidator] for the jiurpose of proceedings directed by the Court to be taken in the al)Ove matter. [And the said A.B. is hereby required to bring with him and produce, at the time and place aforesaid, a certain indenture [describe documents], and all other books, papers, deeds, writings, and other documents in his custody or power in anywise relating to the above-named company]. Dated this day of hs9 . This summons was taken out by Messrs. ('. and 1)., of in the county of , Solicitors for [a) State jilare of examination. 138 'iUE COMPANIES WINPINO IT KULES, 1800. Forms 43 — 45. >-o. 43. Application to Board of Trade to uathoritfe a sijccial Hank Accovnt. [Rule 82.] (Title.) Wo, tlie t'Diniiiittce of inspediDii, Ijcing of opinion that Mr. of , tlu' lii|ui(lator in the ahow matter, sbouhl have a .special bank (a) Here insert account for tlie i)uri)o.se of {a) ]icrehy ajiply to the Board of grounds of Trade lo authorise hiiu to make liis jjaymcnts into and out of the application. ],jj„]^_ All che(iues to he countersigned hy , a mendx-r of the com- mittee of inspection, and by for . Dated this day of 189 . V Committee of Inspection. No. 44. Order of JJvard of Trade for apaial Bank Account. [Rule 82.] {Tith,) You are herel)y authorised lo make your jtaynu-nts in the above matter into, and out of, the bank. [Here insert any special terms.'\ All cheques to be countersigned by , a member of the com- mittee of ins})ection, and by Dated this day of 189 . Bv order of the Board of Trade. To Tii(juidator. No. 45. List of L'ontribviorics to he made out Inj Liquidator. [Rule 83.] (Tifk.) The following is a list of the contributorics of the said company, made out by me from the books and 2>aiicrs of the said company, together with their respective addresses and tlie number of shares [or extent of interest] to be attributed to each, so far as I have been able to make out or ascertain the same. In the first part of the list, the persons who are contril)Utories in their own right are distinguished. In the second part of the said list, the persons who are contributorics AlTKXDrX. — -FORMS 43 — 46. 139 as being repvciieutativcs of, or Leing liiibly to tho cleljt?s of ullit-i-i', are distinguished. Fcnn 46. First Part. — Oontrihutories in their own liifjht. S«"^l i Name. No. ' Adilress. Description. In what Cliaracter included. Number of Shares [or extent of Interest]. Second Fart. — Contributories os heimj Jupnseutatives of, or liable to the Dehts of ofJiers, ^''"-^ Name. No. 1 Address. i Description. i In what Character included. Number of Shares [or extent of Interest]. No. 46. Notice to Contributories of Appointment to settle List of Contributories. [Rule 84.] {Title.) Take notice that I, , the li(iui(Uitur of the aV)ove-nanie(.i com- pany, have apjjointed the clay of 1S!> , at of the clock in tiie noon, at (a) , in the county of , («) Insert place to settle the list of the contributories of the above-nanu-d company, made ^^ appointment, out by me, pursuant to the Companies Acts, 1862 to 1890, and the rules thereunder, and that you are included in such list in the character and for the number of shares [or extent of interest] stated below ; and if no sutU- 140 TIIK COMTANIES AVINDIXO VV RTT-ES, 1890. Form 47. cieut cause is shown Ly you to tho contrary at the time and phice aroresaid, tbe list will he settled, including you therein. Dated this day of 1 M) . l>it[iiidat()r. To Mr. A.li. [and tn Mr. i ■.!>., I his solicitorj. j No. on List. Name. ! ' T 1 i ' ^ umber of In what I Qu r _ All 1 r. • i- r^L ^ I Shares [or Address. Description. rharacter . , f I .111 ('xceni 01 I ini-iKled. T . .1 I Interest . Nu. 47. Certificate of Litiuidator of Jinal Scttlnnenf (f ili'- Lint of Contributorics. [Rule 85.] {TitU.) Pursuant to the Companies Acts, 186:i to 1890, and to the rules made thereunder, I, the undersigned, heing the liquidator of tiie al)ove-nanied company, herehy certify that the result of the settlement of the list of contributories of the above-named company, so far as the said list has been settled, up to the date of this certificate, is as follows : — 1. The several persons whose names are set forth in the second column of the First Schedule hereto have been included in the said list of contribu- tories as contributories of the said com]iany in respect of the number of shares {or extent of interest] set opposite the names of such contributories respectively in the said schedule. I have, in the first part of the said scjiethile, distinguished ^ueh of the said several persons included in the said list as are contribuldries in their own right. I have, in the second jjart of the said schedule, distinguished such of the said several persons included in the said list as are contributories as being representatives of or being liable to the debts of others. 2. The several persons whose names are set forth in the seeimd column of the Second Schedule hereto have lieen excluded I'rom tlie said list of contributories. 3. I have, in the seventh column of the said First and Second Schedules, set forth opposite the name of each of the several persons respectively the date when such jierson was included in or excluded from the .said list of contributories. 4. Before settling the said list, I was satisfied by the affidavit of "VV. S, , clerk to , duly filed with the proceed- .M'l'KNDIX. 141 ing-i herein, that notice was duly .sent In' pust tu eacli of the persons men- tioned in the said li-tt informinj,' him that he was included in each li.st in the character and for the numhcr of shares [or extent of intere.st] stated therein, and of the day appointed for finally .settling' tlie said list. The First Schicdule ahove referred to. Fird Fart. — Contribiitories in their own Rujht. Form 47. Serial No. in Name. List. T^ . In what t,, r III , ] , Descnp- r,, . Shares [or incliiilental List of Cnntritnitorif!}. [Rule 88.] (Title.) The following is a list of persons who, since making out the list of contributories herein, dated the day of 1 89 , I have ascertained are, or have been, holders of sliares in [or members of] the above-named company, and to the best of my ju',i. THE COMPANIF.S V,INI>IX(; IT lULKS, 1890. No. r>i. Till' SrlieihiJf vft'rred to tit Fortn No. 50. A. This sclit'iliilf iiuukrd A., was |)i-o(lucccl aiul slmwii to Jf'.S., and is the same schedule as is rcfrrnd tn in his atlid avit swdru lu-rari' lue this dav of 189 . jr.B., &-■. 1. 2. Nunitier »t , . . ^anie. on List. Address. 4. Dest-riptiun. 5. Ill wliat Character iiichided. 6. Number of i Shares [or j extent of Interest]. Xn. .'>:.'. Orthr on ApiiJlrtitiiu i« rurij List t)f I oiitrilniton'i'x. [l{ule 88.] (Tit If.) \']nm tht; a]i]dicatinii of //'.A', to n-vit-w or vary tin- list of coiitril.utories of tlif said company in respect of the inclusion (d" the said J/'.A^ therein, and that his name may l)e excluded therefrom, [or, a>< the cane may be], and npon hearing, «&c., ami upon reading, &c., It is Onh-red, That the name of the said IF.N. be excludee due notics is from you on your account with the said company [or any .sum or lialance, addres'sed. Ijooks, papers, estate, or eflects], [or Hperifiailbj describe the 2)ropi'.rlij\ now (t) Address of being in your hands, and to wliich the s:iiil company is entitled [or other- liq"idators wise as the case man he'\. Dated this " day of 1 89 . (Signed) Liijuidat )r. To ih) (Address) office. N( Xotirr tu nirji Miulher (if ( 'iiiiliilittri' of I iir of the altove- named company proposes tliat a call should be made on all the contribii- tories of the said company [or as (he cufe may he] of £ per share, and tliat he has smnnioned a meeting of the ccnnmittee of inspection of the eoiuiiany to be lield at , on the day of 189 , ;,t o'rldck ill tilt; noon, to obtain their sanction to the proposed call. Each contributory may attend the meeting and l)e heard, or make any communication to the litpaidator or the members of the committee of inspection in reference to the intended call. A statement showing the necessity of the proposed call and the purpose for which it is intended may be obtained on application t(j the li<|uidator (a) Insert nt his office at {a) , address. (Signed) Li(piidator. Dated this day of 1 89 . No. 5G. Iitsolidion of Comniiftf-e of Inspection sanrfloniny Call [Rule 92]. Resolved, that a call of £ per share be made by the li(piidator on all the contributories of the company [or as the case may he}. (Signed) Memljers of the (Vmimittee of Inspection. Dated this dav of 1H9 No, 57. Xotice of <"all sanctioned by Committee of Inspection to be s?nt to Contributory [Rule 94]. In the matter, &c. Take notice that the committee of inspection in the winding up of this company have sanctioned a call of £ per share on all the con- triliutories of the comjuny. The amount due from you in respect of the call is the sum of £ \ State 'YVx^ sum should be paid by you direct to me at my office («) on address. or before the day of 189 . Dated this day of 189 , Liquidator. To Mr. AIM'KNDIX. — FOR>tS 55 59. 11^ Xo. 58. Forms ')S —59. Sinmnoii^ fi)r intended I'dll [Riili; 03]. (77//..) Let ull parties concerned attend at my chambers in the on day, tlie day ot ' 1 SO , at of the clock in the noon on the hearing of an application on the part of the li(|uidat()r of the above-named company, that a call t(^ the amount per share on all the contributorie.s [or, if upon any particular das:;, specif 11 the same] of the said company may be sanctioned. This summons was taken out by A. and /'., nf , in the county of , solicitors for the li([uidator. To Mr. A.B., of, &c., a contributory of \ the said company proposed to be in- ^ eluded in the said call. j No. 59. Affidarit if Liipi.idator in support of Proposal for fall [Rule 93]. {Title.) T, of, &c., th2 li(piidator of the al)0Ve-named company, make oath and say as follows : — 1. I have in the schedule now produced and shown to me, and marked Mith the letter A., set forth a statement showing the amoimt due in respect of the debts proved and admitted against the said company, and the esti- mated amount of the costs, charges, and expenses of and incidental to the winding np the affairs thereof, and which several amounts form in the aggregate the sum of £ or thereabouts. 2. I have also in the said schedule set forth a statement of the assets in hand belonging to the said company, amovmting to the sum of £ and no more. There are no other assets belonging to the said companv, excejjt the amounts due from certain of the contributories of the said company, and, to the best of my information and belief, it will l)e impos- sible to realize in respect of the said amounts more than the sum of £ or thereabouts. 3. persons have been settled l)y me on the list of contributories of the said company in respect of the total number of shares. 4. For the purpose of satisfying the several debts and liabilities of the Paid company, and of paying the costs, charges, and expenses of and inci- ilental to the winding up the aftairs thereof, I l)elieve the sum of £ will be reipiired in addition to the amount of the assets of the said company mentioned in the said Schedule A. and the said suiu of £ 5. In order to provide the siiiil sum of £ , it is necessarv to make a call upon the several i)ersons who have been settled on the list of contrilnitories as before mentioned, and, having regard to the prol),il>ilitv that some of such contril)utories will partly or wholly fail tt) pav the amount of such call, I believe that for the purpose of realising the amount required as before-mentionid, it is necessary that a call of £ per share should be made. Sworn, ii- (jf app lintn.eut. toiies of the said company [or an tlie aise innij he^ and that the li(jnidator (if the said company ])iii]>c)se.s that sudi call shall he for £ ]ier share. All persons interested are entith-il to attend at such day, hour, and place, to offer oVijections tn such call. Dated this dav of 1 M) . JJ(|uidator. No. f)I. Cnhr s„,„t;u,tlii;i n lull \]{\\\v 9:{j. TIm- day of )«!» . (TKb:) Upon the application of the li(iuidator of the aliovc-iiaincd comjiany, and upon reading the atHdavit of the said liipiidator, tiled 1 s'.J , and the e.xhihit marked A. therein referred to, and an attidavit of , tiled 189 , it is ordered that leave he given to the li(iuidator to make a i all of £ per share on all the contrihutories of the said company ['//■ (i-< tin' c(i>'f' iiuni >i>]. And it is ordered that each .such con- tributory do, on or lnforc the day of ,18!) , ])ay to the liquidator of the conijiany the aniount which Avill be due from him or her in respect of such call. No. (i-2. Xotirf tn hi' siTVff! vith tin', Orihr sandloniiKj a full [Rule 94]. In ihr Miiffvr, dc. Tlie amount due from you. A.!)., in respect of the call made pursuant to leave given by the above [or within] order is the sum of £ , which sum i.s to be paid by you to me as the liquidator of the said com- pany at my office, No. Street, in the county of Dated this dav of 189 . To Mr. A.K Cr.H., Liquidator. APPENDIX. — rOKMS (50 — CA. 149 Forms 63 — 6 4. No. C3. Affiffnrit ill .iiijiporf of A pjdi cation for Order for Payment of I 'nil rive from I'nvtrihutorifs [Rule 95]. (Title. )lii|iai make I, of, &c., the liquidator of the a1)ove-iiaimMl oath and say as follows :— 1. None of the contributoiics of the said eoinpany, whose names are set forth in the schedule hereunto annexed, marked A., have paid or caused to lie jiaid the sums set opposite their respective names in the said schedule, which sums are the amounts now due from them resjiectively under the call of £ per share, tluly made umler the C'oniiianies Acts, 1862 to 1890, dated the day of ,189 . 2. The amounts or sums set opposite the names of such contrihutories respectively in such schedule are the true amounts due and owing l>y such contrihutories respectively under the said call. Sworn, dr. The Schedule above referiied to. No. on List. Name. Address. Description. In what Character included. Amount due. Xote. — In addition to the above affidavit, an affidavit of the service of the application for the call v:ill he rtquirtd^ No. (>4. Order for I'ayment of Call due from a Contributory [Rule 95]. The day of ,189 . (Title.) Upon the application of the liquidator of the above-named company, and upon reading an atlidavit of , tiled the day of ,189 , and an affidavit of the liquidator, hied the day of , 189 , it i.s ordered, that ('./>., of, &c. [or K.F., of. I'tc, 150 Tin: COMPANIKS WIM>IN(. IT RILr.S, 1890. Form tio. [\w ]v^:i\ iktsoikiI ivincsciitativL' of L.M., late «f, &c., (U-ceased], ohl- (if tlie contiibutorif.s of tlie saiil coin])any [or, if (Kjaind sci-eral ('aiitril)utnrit.<, tlic several ]ieisous named in the second coliinin of the schedule to this order, beinj^ resi)ectively contrihutories of the said company], do, on oi' Lefore the day , 1 S!,» . or ^vitllin four days after service of this order, ]iay to the liipiidator of the said com))aiiy at his oftice, No. Street, in the county of , the sum of £ , [if iiijain.4 a Icrjal 'personal representatire mhl, out of the assets of the said J..M., deceased, in his hands as such legal jiersonal representative as aforesaid, to be administered in a due course of administration, if the said E.F. has in liis hands so much to he administered, 07; if o(jaiiist several contrihutories, the several sums of money set opposite to the respective names in the sixth column of the said schedule heri'to], such sum [or sums] being the amount [or amounts] due from the said CD. [or L.M.], or the said several persons resjiectively], in respect of the call of £ per share duly made, dati d the day of , 189 . The Schedule referred to in the foregoing Order, No. on List. Name. Address. Description. In what Character included. Amount due. £ s. cl. Xote. — The cojn' for service of tlie above order mus-t be indorsed as follows : — " If you, the under-mentioned A.B., neglect to obey this order by the time mentioned therein you will he liable to process of execution." No. G"). Afuhtrit of Service of Order for Paijmenf of Call [Eule 95]. {Titlr.) J, J.IL, of, &e., make oath and say as follows : — 1. I did on the day of , l.s9 , ]iersonally serve G.F., of , in the county of , &c. with an order made in this matter by this court, dated the day of ,189 , vlierel)y it was ordered [set out the onUr'] by delivering to ajul leaving with, the said G.F., at , in the county of , a true co].y of the said order, and at the same time ]iruducing and ,-^howing unto him, the said (i.F., the said original Order. 2. There was indorsed on the said co]>y A\hen so ser\ed the following words, that is to say, " If you, the under-mentioned ii.F., neglect to obey this order by the time mentioned therein, you will be liable to process of execution." Sworn, tCr. Ari'KNDIX. — FORMS 05 — ()(), 101 No. (>r, Form 6ij. Proof of ]>eht. Uemvnl Fonn [Rule 99]. 1(a) of (Title.) iu tlif luiiiitv of , iiiaku oath and say (h) That I am in the eiiiph)}' of the muler-inentioiieil creditor ; and that I am duly authorised hy to make this atlid^vit, and that it is uithin my own knowledge that the del)t herein-at'ter deposed to was in- curred and for the consideration stated, and that such debt, to the best of my knowledge and Ijelief, still remains unjiaid and unsatisticd. (c) That I am duly authorised, under the seal of the company herein- after named, to make the i>roof of debt on its behalf. 1. That the above-named company wa~, at the ilate of the commence- ment of the winding up of the affairs of the company, viz., the day of ,189 , and still is justly and truly indebted to (il) in the sum of jiounds shillings and pence for (e) , as shown by the account endorsed liereon, or by the following account, viz. :— for which sum or any i>art thereof I say that I have not nor hath (/) or any pers(m by (*/) order to my knowledge or belief for (g) use had or received any manner of .satisfaction or security whatsoever, save and except the following (/;) Admitted to vote for £ : : the day of 1 89 . Otticial Eeceiver or Lii^uidator. Admitted to rank for dividend Date. Drawer. Acceptor. Amount. Due date. 1 1 I (a) Fill in full iiariip, addreRs, and occupation of dejKj- nent. If proof made by creditor strike out clauses (6) and (c). If nia. (e) State cnnsiilfrnti'in [(ts— Goods sold and de- livered by mc [and my said jiartner] to the Com- pany between the dates of ['>r, moneys advanced by me in respect of the un,ht nf Worlnidi [Hule 107]. (Title.) (Ir iiKikc (latli lUid pay : rniii]iaiiy was on tlu' tlay of I (-0 of 1. That {]\v aliii\(_--iiaiiu 18!) , and .still is justly ami truly indobtod to thi- .several pcrson.s whose names, addresses, and de.scriptions apjiear in the schedule endorsed hereon in sums .severally set aj,'ainst their names in the sixth column of such schedule for wages due to them respectively us workmen or others in the em])loy of the company in respect of services rendered liy them resjicctively to the company during such periods as are set out again.st their respective names in the fifth column of sucli scliedule, for wliidi said .sums, or any ]iart thereof, I say that they have not, nor hath any of tln-m liail or re- ceived any manner of .satisfaction or .security whatsucver. Sworn at . in tlu' ciMinty \ of .this (lay of ' 1 )e]ionrnl's Signature , iHij . ■ i ^; : Jieforc me ) ScHEOLLK refened to on the other side. 1. No. 2. Full Name of Workman. 3. Addreiss. 4. Description. 5. Period over which Wages due. 1 6. Amount due. ; £ s. Signature of Dejionent (<<") 1)' i.roof V holly rejected strike out vori),s ondcrlinctl. No. 68. ,^V^Ve of licjcftion of J'roof of l)cht [Rule 110]. (Title.) Take notice, that, as Official Heceivei' of the above-named company, I have this day rejected your claim against iju' conipany (a) [to the e.\tent if i.' I oij tlic Inllowiiii;- gidunds : — APPENDIX. FORMS 07 — 70. 153 Ami fiirlluT t;ike notice that .-ulijcct in (Ik; jxjwcimI' tin- couit to fcxteiul Forms 69 — 7u. the time, no application to reverse or vary n»y decisiim in rejecting your ' ^ proof will be entertained after the exi)irati(jn of (h) days from 1*^ ^^ ^^'P °^ "* ' . •' ^ ' ^ days as the case this date. n,ay be. See Dated this day of 189 . Rules 111 ami Siynaturc 112. Address To Uftii ial Receiver, No. 69. Notice to Creditors of Intention to declan: JJividi'inI [Rule 122]. {Title.) A (") dividenil is intended to lie declared in the al)o\e matter. You (") Insert here are mentioned in the statement of affairs Imt vnu have not vet proved ' "'^* .".'^ , , , ' .1 "second, or vour debt. ^ £„„, !>' . „^ If you do not prove your delit by the day of 189 , the msc may t)c. you will be excluded from this dividend. Dated this day of IWJ . U.H., Li<|uiilator, To A'.)'. [Address.] Xu. 70. Notice to Persons chdmiiuj to he Creditors of Intention to declare Final Dividend [Ihile 122]. {Title.) Take notice that a final dividend is intended to be declared in the above matter, and that if you do not establish your claim to the satisfaction of the couit on or before the day of 189 , or such later flay as the conit may tix, your claim will be expunged, and I shall proceed to make a final dividend without regard to such claim. Dated this day of 189 . (i.H., Liquidator. ToA'.r. [Address.] J54 Forui 71. THK CO.MrANlKS WINMNG IT KlLl.S, 18U0. [No. 11. Statement to accomixunj Xodce of Ajijiliottion for llelease [Kule 148j. (77//..) .StatfiiiLUt bbuw iiig j.ot^itiuii uf Loinjuiiiy at date nf application for reluasc. Dr. Cr. Estimated to produce Recei|>ts. Pay. inputs. per com- pany's state- £ s. d. £ ,'rf. ment. By Ho inl of Trade and Court fees . i £ Is.'d. £ s. d.l Law costs of petition . ' | i To t()t;il receipts fronidaU'of winil- ing up (inler, 1 Otlier law costs . . . Liquidator's remuneration, i I viz. :— viz. : — 1 £ s. d. {State f-articuhirs \ 1 per cent, on £ viider the several '■ 1 assets realised headings spei-i- jier cent, on £ jfied in the State- assets distributed in ment nf Affairs.) Receipts per , . dividend . . . . ^ trailing; .ii-couiit i i Special managers" charges Other receipts . j 1 Person appointed to assist in prc- 1 1 paration of .Statement of Affairs . Total . . j Auctioneer's charges as taxed . , Other taxed costs .... 1 Costs of possession . . . . Costs of notices in Gazette and local £ Less : ... dJ ]>apers Incidental outlay Payments to re- Total cost of realisation . . £ " " deem securities Costs of execution 1 X- o /* ~ Payments ]ier 1 Creditors, viz. : — trading account !' (a.) Preferential . -' 1 (« ) Unsecured : — dividend of i j ,•!. d. in the £ on £ . . £ _ The estimate of amount ex- pected to rank for dividend Xet realisations . £ was £ .... Amount returned to contri- Amounts received from calls butories . , , . on contributorics Balance — ; £ _ 1 £ (o) .«t,lt« number creditor: Assets not yet realised including calls estimated to produce £ (Add here any .•ipecial reiuarhs the b'quidnfor thinlc.'i dt'.<:)rable.) Creditors can obtain any further information ]>y iiujuiry at the office of the liquidator. Dated this day of 189 . (^Signature of Lujiiidntor) (Address) AITKNDIX. — FORMS 71 — 73. 1^'^ Forms 72—7:1 No. 72. Notice of Dindend [llule 122]. (TitU.) [Please l.iiiij^' this Dividt'iid Notico willi you.] [Address.] Dividi-ud i>f in the £. Date 1 89 . Notice is lierel.y •^iveii that a dividend of in the pound has been dechired in tliis matter, and that the same may be received at otiice, as above, on the of 189 , or on any subseijueiit between the hours of Upon ajiplyin-,' for payment this notice must be produced entire, together ■with any bills of exchange or other securities hehl by you ; and if you do not attend personally you must till up and sign the subjoined Forms of Receipt and Authority, \\\m\ a checpie payable to yor.r order will be delivered to the bearer. To (Signed) G.H. [Liipiidator.] KECEIPT. 189 . Received of the sum of pounds shillings and pence, being the amount payable to in respect of the dividend of in the £ on claim against this estate. Signature. Sir, AUTHORITY. Please deliver to the (Insert the nftmc of the person who is to receive tlie cheque, or the words " me l)y post," if you wish tlie cheque sent to you in that way.) chctjue for the dividend payable to in this matter. (..'reditor's Signature. To ~"~ ■ ((>) If a lirni write " we" instead of " I," and set out the full name No. 73. of the firm. (b) Here insert cither General Proxy [Rule 123]. clerk, manager, kc, in my regular eniidoy," or (fiflf ) "the Official lU'ieiver in \ ' the alK)ve matter." 'ihe . Til • 1. standing of tho jwrson I (_«) of , a creditor [or contiibutoiyj lierei>y appomt aiqiointed must be clearly {b) to be (r) general proxy in the above matter [except- '*<^[;^\',*-j,j. .. ^^ ..„„r." hyy as to the receipt of dividend (rf )] (■'» ■•<'« footnote i. Dated tins dav oi lb!) . firn.s trading title, h\n{ [Signed 0)] • add "by --(.J;.. a partner l o ^ 'J m the said firm. Signature of "Witness. As to signature by . , 1 Kent, s(( footnotes 2 and Address. " ' 156 THK COMPANIES WINDING IT lULES, 1890. Foriu 74. XoTi:;^. 1. \\lu-ii lliL- pLiM.u dt>iif.s that his ^'eiK-nil jnoxy shuiihl veti-ive divi- dends he t^liould strike out the words, "excepting as to the receipt of (f It is not intended dividend," putting his initials thereto (/). .'h^'u'i'?a!fy1asc^re^^^^^^^^^ 2. The authorised agent of a coq.oratin,, may fill up hlanks, and sign .hvirleiulson behalf cf a foj- the C(in)()ration, thus : — creditor. i- ^i, f\ rur the ( DUipany. .y.S. (iluly aiithoiised under the seal of the Company). 3. A ])roxy niay lie tilled uji and signed by any person having a general authority in writing to sign. Snrh ])erson shall sign, J.S. (duly authorised by a gciuial anthoiity in writing to sign on behalf C'j) The Official Receiver of [numc of creditor {(j)). or liquidator may require the authority to sign to le jiroduced for liis in- ''P^''^'""- Ceriijiadc to le ulyncd bii ^itifov ntltn- tlimi Crrdilur or rotitrdmtonj tlll'nuj up til'- (iliorr J'riKiij. I, of , being a {li>re date irhdher elerk or manaijer in the redular cinploiiinent of the creditm- or contribvtorij or a commissioner to fidminititer o(tfh.< in the Sirpreme Court), hereby certify that all insertions in the above proxy an- in my own handwriting, and have been made by me at the re([uest of the above-named and in his ]iresence, before he attached his signature [or mark] thereto. Dated this day of l»y . Signature _> The ]iroxy mu.-t be lodged witli tin- Otlicial Receiver or liquidator not later than the dav before the meeting at which it is to be used. No. 74. Sprrial rro.nj [Rule 12:5]. (Title.) fnr) If a firm, write I, (") <'f , a creditor (or Contributory], hereby appoint nnTsetoutthe fun name (h) a^ (') proxy at the meeting of' creditors [or con- of the firm. tributories] to be held on the day of 189 , or at any ('') Here insert either i r / ;\ "Mr. of "or adjournment tnereoi, to vott' ((/) ilil'at^l^Jnitl!;;^"""''" 'Dat.dtliis day of 1 SW . o) "My " 0/- "our." [Signed] (c) ('/) Here insert llie ,,. , , ..••, word "for" or Ih.; word Sl.^liature ol \\ itUess. "u.ainsf as the case Address, iii.iy require, and specify the particular resolution. NOTEH. (e) If a firm, sign the firm's trading title, and . ■,. , -i . ■ • i i * add "by A. J:.. partner 1. A creditor or contributory may give a special proxy to any person to in the .said firm." ^ ^ y specified meetin'' or adjournment thereof on all or anv of the As to signature liy ■ i ~ '■ agent, see footnotes 1 following matters : — "'"''* (a.) For or against the a]iiiointment or continuance in office of any sjiecified person as li(midator or as member of the committee of inspection : Arrr.Nitix. — forms 74 — 75. 157 (b.) On all (luestious ivluting to uiiy matter, other than tli(;.se above ^"'''" "^- referred to, arising at a si.fciticd mootinjj; or ailjournment thereof. 2. The authorised agent of a cnrpuratiim may till uj. lilanks ami sign fur the corjmration, thus : — • " Viw tlif ( 'onipany. ./..S'. (duly authorised under the seal of the Coniiiany)." 3. A pro.xy given by a creditor or contributory may be filled up and signed by any person having a general authority in writing to sign for such creditor or contributory. Such person shall sign, J..S'. [duly authorised by a general authority in writing to sign on behalf of (>wm>')^ (f) ' (/) The Official Rereivpi- v'""' .'J ^.';- or Liquidator may re- quire tlie authority lo iWtillrof. >„ hr s;,j,n.l l„j /. ,. //. . th.n 'W.V.f.r or <'n,.tr;h.fnni lllinn, np ^F'-.,^;^.P-^l"<=«'^ <^"- llif fihofi- I'rorii. I^ ^ of . being a {hi-rc slttlc irhdhvr chik ov iiianafjeV in the raidhir ciiiploynmd of the creditor or contrihvtnnj or a commissioner to iiihniHister oaths in the Snpreme Covrt), hereby certify that all insertions in the above proxy are in my own handwriting, and have been made by me at the re(iufst of the above-named ami in liis presence before he attached his signature (')/• mark) thereto. Dated tliis day of 1 ^0 . (Signature) The proxy must be lodged with the Otttcial Receiver or Li(iuidator not later than the o state tlie balance of assets as Inlhiws : — £ s. . )- Committee of IriSpection. E. F. j No. 77, Affidavit rerifijinij Liquidator's Account [Rule \^('>]. (Tit!..) I O.Jf. of , the li(piidattir of the aliove-named Company, make oath and say : That *//(*' account hnrnnto nnnrxid marhd B. lOntaii.s n full and true account of mil rectijts and pj ;/'»''"'•''' i" the nnndiug up (f the alnirc-named Ccinpanij horn \hii day of 189 to the day ,,t' 1 ,si) inclusive, *aud that I have not, nor has any olhir person by my order or for my use during such jieriod, received any moneys on account of the said Company* '//"/■ tJatn and rxrtpt the itcois nuntionrd and specified in the said accoioit. Sworn at, &c. | ^QTE, — If no recei[its or [layments, strike out the words in italics. APPKNDIX. — FORMS 7(5- 15'J Forms 78—79. No. 78. Notice to Creditors ((ltd ('(iiilrili(ili>rli'.-< of int'((tioii to apply for Release |I{uIc 14S]. (Tit I,-.) Take notice that I, the uiuhirsi^'iied li«iiiiihitor of tlie above-named Company, intend to apply to tlie Hoard oF Trade for my release, and further take notice that ariy objection you may have to the granting of my release must be notified to the Board of Trade within twenty-one days of the date hereof. A summary of my receipts and payments as li([uidator is hereto annexed. Dated this day of 18!) . O.K., Li(|uidator. To K.L. Note. — Section 22 (3) of the Companies (Winding up) Act, 1890, enacts that, "An order of the Board releasing the li([uidator shall discharge " him from all liability in respect of any act done or default made by " him in the administration of the affairs of the Company, or otherwise " in relation to his conduct as liquidator, l)ut any such order may be " revoked on proof that it was obtained by fraud or by suppression or " concealment of anv material fact." Application h]i Liound has Ijeen made to the contributories of the Company] ; \(}r That so much of tin; property of the Company as can, according to the joint opinion of myself and the committee of inspection, liereunto annexed in writing under our hands, be realised without needlessly pro- tracting the liquidation, has been realised, as shown l)y the statement hereunto annexed, and a dividend to tlie amount "f sliillings has been paid] ; (a) 2. 1 therefore request the Board of Trade to cause a report on my accounts to be prepared, and to grant me a certilicate of relea-^e. Dated this day of 1 89 , I}. IT., Li([uidator. {it) AdJ if neces^sary, '• That " the riglits of " the coiitribu- " tories between " themselves " have been "adjusted." IGO ForniB 80—82. THE co^r^A^•]KS windixg it iutks, 1890. No. «(). i;,iv;,lnl,„'.< Tnnlnifi Am»in( [Rule 137]. ( ritlr. ) O.Il., the liiiuiilatdi' (if the alinvc-Tiaiiifcl cdinjiaiiy in arcuunt with tlie estate. llixKiPTs. Payments. Dr. Cr. I)nfr. Dale. Li(|iiiclator. {Date.) We have exanuiunl this account witli the vouchers and find tlie sanu correct, and we are of opinion the exjicnditure lias hcen projicr. day of 1 8!> . ('oilllllittcc of Ilis]ic(tioIl [nr mfinhcr of tlic ('nniiuittci' of Inspection]. Dated this Xo. 81. A(Ji(hirit rrrifyiiicf Liqiiiildinrx Tnnliiuj Arrotnit [Huh' 13T]. (77//..) Ij tlic liipiiilaloi of the aliove-named company, make oalli and ^!ay tliat the account hereto annexed is a full, true, and complete account of all money received and paid by me or by any person on my behalf in respect of the carrying on of the trade or business of the company, and that the sums ]iaid by me as set out in such account liave, as I believe, been necessarily expended in carrying,' oii siidi Umh- or Imsiness. Sworn, dr. Liquidator. No. 82. Affidavit rerifijliKi Account of T^nclairned anil I'lKh'sfrihufn} FiukU [Rule 129]. {nth.) \ of make oath and say that the ])articnlars entered in the statement hereunto annexed, marked A, are correct, and truly set APPENDIX. — I'OUMS 80 — 84. 101 fnrtli all money in my hinds or uuikT my c )iitfol, n'jii'o.-enling uiiclaimrl Forms 83— 81. or luulisti'ibuted assets of the above conii)any, arul that the amount ilue hy me to the Companies Iii([ui(lalioii Account in respect of unclaimed divi- dends and undistrilmtcd funds is £ Si'jnalure. Sworn, ci-c. No. 83. Eequed }nj Coimnittee of Iiiffpcction to Boird of Trade to sell Securities [Rule 131]. (77//..) We, the Committee of Inspection in the above matter, hereby certify that a sum of £ , forming part of the assets of the above-named company, has been invested in (lovernment Securities, and that the sum of £ is now re([uired to answer demands in respect of the said company. And we request that so much of the said securities as may be necessary for the ])urpose of answering such demands may be realised by the Board of Trade, and that the amount realised may be placed to the credit of the said company. Dated this "dav of 189 . Committee of Inspect it_n. Ko. 84, Certificate and Request by Committee of hupeciion as to Investment of Funds [Rule 131J. (Title.) We, the Committee of Inspection in tlie above matter, hereby certify that in our ojiinion the cash balance standing to the credit of the above- named company is in excess of the amount which is required I'or the time being to answer demands in respect of such company's estate, and request that the Board of Trade will invest the sum of .£ in Government Securities, to be placed to the credit of the said account for the benefit of the said company. Dated this dav of 189 . Committee of Inspection. L.C.S. H 162 THE COMrANIES AVIXDING UP ErLES, 1890. Forms 85— 86. No. 85. Affidavit by Special Manager verififimj Account [Iliik' 172]. I, of , make oath ami say as follows ; — 1. The account hereunto aune.xed marked with the letter A, produced ami shown to me at tiie time of swearing this my aihdavit, anany. Address of Kegistered Otiic3. Descrip- tion. Court. Number. Date of first Meeting. Hour. 1 riaco. APrKNDIX. — FORMS 85 — 80. 103 (3.) Notice of Day appointed for proccedinrj icilh Public Examinations [Rule 75]. Form 80. Name of Company. Address of Registered Oifice. Descrip- tion. Court. Number of Matter. Date fixed for proceeding with Examination. Hour. Place. (4.) Kotice of Intended Dividend [Rule 122 (l) and (4)]. N.ameof ^^^I'l^-f « "f Company.' R^^'^'ered Descrip- tion. Court. Number. Last day for receiving Proofs. Name of Liqui- dator. Ad- dress. (.5.) Xolice of Dividend [Rule 122 (3)]. Name ofCom- pany. Address of Registered Oliice. Descrip- tion. Court. Nuni - ber. Amount per £. First or final or otherwise. When 1 Where pay- 1 pay- able. ' able. ] M 2 164 Form 87. The companies winding up rules, 1890. (0.) Appointments of LiciuuUdurs [Rule 03 (5)]. Name of Coiniiany. Court. NumLer. Liquidator's Name. Address. Date of Appoiiitinent. (7.) Notice of Releases of Liquidators [Rn\ti 149]. Name of Company. Court. No. of Matter. Liquidator's Name. Liquidator's Address. Pate of Release. Ko. 87. Memoramlum of Advertisement or Ga::cttinrj [Rule 147]. iTitlc.) Name of Paper. Date of Issue. Date of Filing. Nature of Order, kd. (Signed) A.B. APPENDIX.— FORMS 87—89, No. 88. Register of JFinding-up Orders to he kept in the Courts [Rule 14.5]. Number of Winding-up Order. Number of Petition. Date of Petition. Date of Winding-up Order. Dates of Public Examinations (if any). Liquidator. 166 Forms 88—89. No. 89. Register of Petitions to he kept in the Cuurts [Rale 145], No. of Petition. Name of Company. Address of Registered Office. Descrip- tion of Company. Date of Petition. Petitioner. Date of Winding- up Order. 1G6 ORDi:ns UNpr.n comtanids (\vinpi>'o i'j>) act, 1890, COMrANIES (WINDING UP) ACT, 1890, Ordek of the Lohd Chancellor under Section Two of the Companies (WiNDiNG-ur) Act, 1890. I, the Ui-lit Honourable IIanliii;,'e Stanley, IJaion llalslmrv, Lonl Hi},'li Cliancell(jr of Croat Britain, do hereby, by virtue of tlie jiowers Vfcste) Act, 1890, and all other powers enabling me in that behalf, older that oii ami after the 1st day of January 1891 the jurisdiction of the High Court under the Companies (Winding-u].) Act, 1890, shall r.ntil luitlicr order be exercised by the Judges of the Chancery Division to whom for the time being chambers are attached, and sucli judges shall on ar.d after the day aforesaid and until further order be the Judges of the High Court assigned for the purpose of that jurisdiction pursuant to the Companies (Wiiuliiig- up) Act, 1S90. The 29tli day of November 1890. (Signed) HalsBUBY. C. CO.MPANIKS (AVINDING UP) ACT, 181)0. Okueii of the Ix)RP Chancellor under Section One, Siis-section (5) of the Companies (Winding-up) Act, 1890. T. tlie Eight Honouraljle Hardinpe Stanley, Baron Halsbury, Lord High Chancellor of Great Britain, do hereby, by virtue of the power vested in me by section one of the Companies (Winding-up) Act, 1890, an.l all ntlier powers enabling me in tliat behalf, order that a County Court \\liich al the time of tlie coming into operation of the Conii)anics (Winding-uii) Act, 1890, is exclude.l from having jurisdiction in bank- rujitcy shall be excluded from having jurisdiction under the Companies (Win(ling-ui>) Act, 1890, until further order, and the district of any such County Court shall for the i)urposes of jurisdiction under the Companies (Wiiuiiug-U))) Act, 1890, be attached until further order to the Court to which tliat district is attached at the time of the coming into operation of this Act Ibr the purposes of jurisdiction in bankruptcy («). The 29th day of November l^OO. (Signed) Halsbury, C. (a) Sec the Act, § 1 (3) and § 2, a}\ie, Cbanccry Division of the Higli Court is the pp. 44, 45. And sec :d.^o the 15ank- Court for winding up Conipanies liaving ruptcy Act, 1853, §s '.•2 W. The tlicir registered ofhccs in the London tffectof the enactments and c,f tlic tw.) liunkrupicy District, whether tlicir paid irdcrs printed alcvc SCCms to be that the up capital is more or less tlian ,flo,ooO. SCAI.K or TEES, 1G7 COMPANIES (WINDING UP) ACT, 1890. OllDER AS TO FEES. Ihiiel ISth Vccewhcr, 18!)0. I, llie Ri^'ht Ilunouraljlc Haiiliii^'c Staiili-y, Baron Ilal.-rbury, Lonl I]iyh Chaiici'llur of Great ]]ritaiii, do, by virtue of the powers vested ill me Tjy the (.'onipaiiies (Winding uj)) Act, 1890, direct tliat the fees in tlic scale hereto annexed shall, froni and after the 1st day of Janiiaiy, 1891, be the fees to be paid in respect of proceedings under the said Act, (Signed) IIalsbury, C. Dated the KSlh day of December, 1890. SCALE OF FEES, Table A. Every petition ......... l*]very bond -with sureties ..,.,.. Every subpa;na or summons ...... Every older made in Court . . . . . . . Every order made in Chambers ...... Every aHidavit tiled other than proof of delits . . . . For taking an alHdavit or an altinnation, ov attestation, ui)iin honour in lieu of an affidavit or a declaration, except for proof of debts, and except declaration by a shorthand Avriler under Eule 16 (Form G) for each person making the same . 1 G And in addition thereto for each exhibit referred to therein and reipiired to be marked . . ..010 On every proof of debt above 2/. (other than ^iroof for workmen's wages under Rule 106) . . . . .010 Every apjilication for search other than l>y petitioner, li([uidator, or otticer of the company . . . . . ..010 Every othce co])y, each folio of 72 words . . . .004 Every application to inspect li(|uidat()r's statement lodged with Registrar of Joint Stock Companies under section 15 of the Act 2 6 Every copy of or extract from such statement, each folio of 72 words or figures ....... Every application by a committee of inspection to the Board of Trade for a special bank account . . ... Every order of the Board of Trade for a special bank account . Every ai^plication by a li(pii(iator to an Official Receiver acting as Committee of Inspection . . . . . . 10 Every applicati(m under section 15 of the Act to the Board of Trade for payment of money out of the Companies Lirpiida- tion Account ; and every application f(jr the re-issue of a lapsed cheque or money order in res])ect of moneys standing to the credit of the Companies Lhpiitlation Account . . 2 G On one copy of the cash book showing assets realised, forwarded by the Official Receiver or Liquitlator to the Bo.^.fd £ s. d. 1 10 .3 1 5 2 4 1 •} 168 ORDERS UNDER COMPANIES (WINDING UP) ACT, 1890. £ s. d. of Trade, a fee acconling to the fcillo-wiiig scale on the gross amount of the assets realised and brought to credit, viz. : — ll. on every 100/. or fraction of 100/. np to 5,000/., and 10s. on every 100/. or fraction of 100/. above that amount. For taxation of costs. — The same fees as those directed to be paid and collected by the order for tlie time being as tu yuprenie Court fees. Table B. I. — Jriii're the Official Receiver ads an provisiunal liqitidator only. (('.) If the petition is ■withdrawn or dismissed : — Such amount as the Court nuiy consiiler reasonable to be paitl by the petitioner (in addition to the fee payable on the petition) in respect of the services of the Official Receiver as provisional li(luidalor. Q .) Wluie a Minding np order is made but the Ollicial l{ecei\-er is not continued as liquidator : — (1.) In respect of every 10 mendjers, creditors and debtors, and every fraction of 10 . . .0100 Provided tliat ■where the net assets of the coni- ])any are estimated not to exceed 500/., three-fifths of the abov(! fee only shall be charged. (This fee to cover cost of official stationery, printing, books, forms, and postages.) (2.) On the value of the company's pioperty, as estimated in the statement of affiiirs : — On tlic tiist .'),000/. or fraction thereof . 1 percent. On tlie iie.xt 20,000/. „ „ . I „ On the next 75,000/. „ „ . \ „ On all above „ ,, . -g- ,, IT. — U'lure the Official Beceiver is continued as liquidator of the cunipany {includincj his services as irrovisional liquidator). (1.) In respect of every 10 members, creditors and debtors, and every fraction of ] II . . . . .10 Provided that where the net assets of the company are estimated not to exceed 500/., three-tifths of the above fee only shall be charged. (This fee to cover cost of official stationery, print- ing, books, forms, and postages.) (2.) Upon the total assets, including ])roduce of calls on contributcn'ies, realised or brought to credit, after deducting sums paid to secured creditors (other than debenture holders), and not being moneys received and spent in cairying on the business of the company : — On tlie first 1,000/. or fraclion thereof 5 per cent. On the next 1,500/. „ ,, . 4 „ On the ne.xt 2,500/. „ „ . 3 ,, On the ne.xt 5,000/. „ ,, . 2 „ ^bT/e 10,000/ 1 „ SCALE OF FEES. 169 £ S. d. (3.) On tlie amount di-stiibutud in diviclund or paid to con- tribiitories, &c. . . . Half the above percentages. III. — Travelling, keeping possession, legal and other reasonable expenses of the Othcial Receiver, tlie auiuunt disbursed. lY. — On every payment under Section 15 of money out of the Companies' Li(iuidati()n Account, threepence on each pound or fraction of a pound to be charged as follows : — Where the money consists of unclaimed dividends, on each dividend paid out. Where the money consists of undistributed funds, or balances, on the amomrt paid out. Table C. High bailiff for atteMiding sittings of the Court, under each winding up order, per case . . . . . . G Serving every petition or sixbpoena or winding up or other order (not serviceable by post) within two miles, including athdavit of service . . . . . . ..030 If serviceaVde by post . . . . . . . U 1 Executing every warrant of seizure, or search warrant, or warrant of apprehension, or order of commitment within two miles of Court . . . . . . ..0100 Kee])ing possession under a warrant, for each day the man is a'.'tually in possession; including athdavit of possession being actually kept . . . . . . . .046 (not less than 3s. 6(7. of the above sum is to be paid to the man in possession, and his receipt produced.) Hi.Ljh bailiff's, or (in the London district) officer's man, travel- ling to place of possession, or to execute a warrant of or order of commitment, or to serve a summons or subpoena, or for any other purpose specially directed by the Court, per mile .......... His time, per day, whei-e distance exceeds 10 miles His expenses, per day ........ K high bailiff of a County Court or officer of Supreme Couit directed by the Court personally to travel, per mile . His time, per day ........ His expenses, per day ....... We the undersigned Lords Commissioners of Her Majesty's Treasury, do hereby sanction the foregoing scales of fees, and do direct that the fees mentioned in Table A. shall be taken in money, except when they are to be taken by an officer of the Sujjreme Court of Judicature, or an officer of the Board of Trade, or an officer in the Companies Registration Office, and that the fees mentioned in Tal)les B. and C. shall be taken in money. The documents to be stamped and the description of stamps to be used shall be as provided in the scheilule annexed hereto. The adhesive stamps shall be .Judicature Fee Stamps, when the fee is to be taken by any officer of the Supreme Court of Judicature ; they shall be stamps over-printed with the words '' Companies Winding Up," when the fee is to be taken by the Official Receiver or any other officer of the b 4 4 6 7 10 10 170 oiii^Litii l;:>di:ii comi'.\mj:s (winding up) act, 1890. 15oanl of Ti-ade ; and tbcy shall be the stamps used fur the purposes of the " Comjiauies Act " M'ben taken by any ollicer in tlie Companies Ilegistra- tit)n Office. '1'Ir y shall be cancelled l>y the various court or other oflicials by jterfora- tion, or in such other manner as the Commissioners of Inland Kevenuo may from time to time direct. The iuijiressed stamp shall be of such cliaracter as tlie said Com- luissioneis may ado])! for the puipose. And we further direct that ^vherever practicable the stamp shall be ailixed or the money paid in respect of every fee before the proceeding is had in respect of which the fee is payable ; and that the charge to be made by the London Gazt-tte for the insertion of each notice authoiised by the Act or Eiiles shall be live shillings. (Signed) IIkhbkut Eustack ^Iaxwell, Sidney IIkiujeut, Two of the Lords Counnissioners of Her Majesty's Treasury. Dated the IDth dav of December, 1890. The SCIIEDCLE above referred to. Document to Character of Proceeding. be stampe.f. Stamp to bo used. Every petition Petition Impressed. Every liond willi sureties ..... IJond Impressed. Every affidavit filed Affidavit . Impressed or ad- hesive. Every subpwna or summons .... Sutiprena or sunuuons. Impressed. Every onlcr made in Court or Ciiatnlv.r.-) . . Order . . Impressed. For taf 3 Nortlianipton . Nortliauniton . )> 4 Es^ex Colchester )) 5 Surtoik . Ipswich J> 6 Suffolk . . . Bury St. Edmunds . . ,, 7 Sussex , Bri-hton . Jlr. Alexander Mackintosh. 8 Sussex Hastings I' 9 Sussex . Lowes and Eaalournc )> In all the other County Courts to which jurisdiction under the said Act, and the Orders made thereunder, has been given by and in pursuance of the said Act, the r,:spective Official Receivers attached to such Courts 172 ORDERS I'NDER COMrAXlES (wiNDlNG 11') ACT, 1890. respectively, shall, in pursuance of section 4 (2) of the said Act, he the respective Otlicial Receivers attached to the said Courts respectively for all the pur{)Oses of the said Act. I)atcd this 1st day of January, 1891. M. E. HicKR Beach, President of the Board of Trade. COMPANIES (WINDING Ur) ACT, 189C. SUdtments by Lirfddators in I'uulinij J.iquiihitions to the UeijUtrar of Joint l^'tock ConqMnies. Cexeral Order by the Board of Trade (under Rule 175 of the Companies (Winding Up) Rules, 1890). It is herehy ordered hy the Board of Trade as follows in regard to the matters referred to in section 15 of the Ccnijianies (Winding Vy) Act, 1890, and Rules 126 and 127 of the Companies (Winding Up) Rules, 1890. Tranfmission of Accounts. The statement of account recjuired liy suh-section 1 of section 15 of the Act and hy Rule 127 to he transmitted in duplicate to the Registrar of Joint Stock Comjianies shall he in the Form No. 1 annexed hereto, M'ith such variations as circumstances may require, and .shall he on sheets 13 inches hy 16 inches, and shall be verilled by an affidavit in the Form No. 2 annexed hereto. - . Receipts and Payments. The statement shall contain a detailed statement of all the Liquidator's receipts and payments on account of the Company, but bank transactions as between the Li(juidator and the bank, and payments or receipts on account of investments made by or on behalf of the Licjuidator, should be inserted in the columns pnjvided for that purpose, and not in the columns for " other receipts aiul payments." Each n'ceipt and jiayment must be entered in the account in such a manner as sutliciently to exiilain its nature. The receipts and payments should severally be added uji at the foot of each sheet, and the totals carried forward to the next sheet, without any intermediate balance, so that the gross totals shall represent the total amounts received and ]iaid by the Liquidator respectively. TradiiKj Account. When the Li(juidatur carries on a business, a trading account must be forwarded as a distinct account, and the totals of receipts and payments on the trading account must alone be set out in the statement. The trading account shall be in Form No. 3 annexed hereto, shall be en sheets 13 inches l)y 16 inches, and sliall lie sent in duplicate. I'etty Expenses. Petty expenses must be entered in the statement or trading account in sufficient detail to show that no estimated charges are made. STATKMF.NTS BY LIQT'IDATOR?!. 173 Real{sation!>. Wliere property lias been rcali.^eil, the gros? proceeds of sale nuist be entered iindor receipts in tli2 statc-iueiit, an.l the necessary disbursements and charges incidental to sales must be entered as payments. Dividends, d-c. Where dividends or instalments of composition are paid to creditors or a return of surplus assets is made to contributories, the total amount of each dividend or instalment of composition or payment to a contributory must be entered in the Li(piidator'3 statement as one sum, and the Liquidator must forward with his statement separate accounts in duplicate, in the Forms Nos. 4 and o annexed hereto, showing the amount of the claim and the amount of dividend or composition payable to each creditor or con- tributory, distinguishing in such list the dividends or instalments of composition ])aid and those remaining nnclaimed. Such list shall be on sheets 13 inches by 8 inches. Afjilavit of no Ueceipti or Pannients. Where a Liquidator has not during the period comprised in the account received or paid any money on account of the Company, he shall, at the period when he is required to transmit his statement to the Registrar of Joint Stock Companies, forward to the Registrar an affidavit of no receipts or payments in the Form No. 2 annexed hereto. M. E. Hicks Beach, President of the Board of Trade. Dated the 31st December, 1890. No. 1. Liquidator's Statement op Account. {Title.) Nature of proceedings (whether wound up l)y the Court or ^ nnder the supervision of the Court, or voluntarily) . J Date of commencement of winding np Account of Receipts and Payments pursuant to Section 15 of the Companies (Winding Up) Act, 1890. Receipts. Date. Of whom received. Nature of lleceipt. Drawn from Bank or realised from Investments. Other Receipts. 171 OKDKRS UNDER COMrANIES (wiNTIXG Ul') ACT, 1890. Paymexts. Date. To whom paid. Nature f.f Payment. Taiil into Bank or invested. Other Payments. Note. — At the foot of the account the liqixidator should state the ^'cueral description and estimated value ofoutstandinj^ assets (if any), tlie causes which delay the terniination of the winding-up and tlie period within wliich it may prohahly be coni}iUtL'd. lie shuuld also state the balance of assets as follows : — £ s. (/. ( Invested -{ In haidv In hand Balance Total . £ No. 2. ArriDAViT VERlFYlNfi Ltquiuator'.s StatemeXt oE Acc'ol'xt. (Title.) I. G.H.^ Ol , the lli[uidator of the above-named Company, make oath and say : That *the account hereunto annexed marlced B contains a full and true account of my recei2itii and iiaijDunts in the %cinding-vp of the aboec-named Company from the day of , IN!) , to tlie day of , 189 , inchisive, *and that I have not, nor lias any other person by my order or for my use during such period, received any moneys on accoimt of the said Company *othcr tJian and except the items vientioned and siiecified in the said account. Sworn at, &c. * Note. — If no receipts or payments, strike out the words in italics. No. 3, Liquidator's Tradino Account. {Tiile.) G.IT., the litpiidator of the above-named company in account with the estate. STATIOrEN'TS BY LIQT'inATOUS. Re:e:pts. Payments, Dr. Date. Date. 1 {Date) Li(|uidator. 175 No. 4. List of Dividends or CoMrosiTio>:. I hereby certify that a divitlend (or composition) of in the £ has been paid, and that the creditors whose names are set forth l>ehj\v are entitled to the amounts set opposite their respective names. , Licj^uidator. Dated the day of , 189 , To the Board of Trade. Surname. Christian Name. Amount o f Amount of Diviilcnd (or Composition). Proof. Paid. TJnclaimeil. No. 5. List of Amounts Paid or Payable to Contributories. I hereby certify that a return of surplus assets has been made to con- tributories at the rate of £ per share, and tliat the contributories ■whose names are set forth below are entitled to tlie amounts set ojiposite their respective names. , Liipiidator. I>ated tlip. day of ,189 . To the Board of Trade. 176 ORDERS UNDER COMrANIES (wiNDING Ul') ACT, 1890. Surname. Christian Name. Number of Shares. Am uut returned on Siuires. Paid. Unclaimed. COMPANIES (WINDING UP) ACT, 1890. UXCL.VIMED OR UnDISTRIB'JTED AsSKTS. Prelim Inary X(j( ice. "WiiERKAR it is provided by section 1") nf tlie said Act tliat any liqui- dator of a Company (wlietlier wound up liy the Court, or under the super- vision of the Court, or voluntarily) who has in his hands or under his control any money rej^resenting unclaimed or undistributed assets of a Company which have remained unclaimed or undistributed for six months after the date of their receipt shall forthwith pay the same tr) the Com- ])anies Liquidation Account at the Bank of England. And whereas it is further ])rovided that, for the purpose of ascertaining and getting in any money payable into the Bank of England in pursuance of that section, the like powers may lie exercised and by the like authority as are exerciseable under section 16:i of the Bankruptcy Act, lcS83, for the purpose of ascertaining and getting in the sums, funds, and dividends referred to in that section. And whereas it is provided by the said section 162 of the Bankruptcy Act, 1883, that the Board of Trade may at any time order any Trustee or other person empowered to collect, receive, or distribute any funds or dividends under any or either of the Acts of Parliament sjiecifuNl in the fonrtli sclii'duli; to that Art to submit to tlu'iii an account vciiticd liy alhdavit of the sums received and paid, and my direct and euiorce an audit of tlu> account. Ami whereas the Board of Trade have opened an account at the Bank of England, above referred to as the Companies Liquidati(m Account. Notice is hereby given to any and every li(iuidator of a Company fortliwith to pay to the said account the money in their hands, or under their control, obtaining in the first instance a Ileceivable Order from tlie Board of Trade, and that upon such payment the Board of Trade will furnish to such liquidators a certificate of receipt of the money so paid, which shall be an effectual discharge in respect thereof. Dated this 31st day of December, 1890. M. E. IIicKs Beach, President of the Board of Trade. ADDENDA TO " THE LAW OF COMI'ANIKS." 177 ADDENDA TO THE AUTHOR'S TllKATlSK ON THE LAW OF COMPANIES, 5Tir EDniON. "S.l't. — Thrsr AililcnJit coiilain nifereaces to ca.-^e.'i irhirlt liiin' Iicm ih-cided, mid statutes vhich have been passed, since the pnhlirafioii of the uhoce ivlnine, or were by orersvfit omitted therefrom. Xii (tttenijit lias been made to iiisrrt detailed referetices to the Arts and liides printed in this Supplement ; such references will he found in the Introduction and Xotes thereto. r>igc 4, line 18, At'trv " C'ompiinv," add reference to Sheffield tt South York., dr., Bhhj. Soc, 22 Q. B. D. 470. ,, 10, note (g). Add reference to L'e Sharp, 4") Ch. Div. 28G. ,, 13. For the meaning of an application for ishares "on the terms of the prospectus," see Portuejuese Consolidated Copper Mines, Ld., Ex, parte Jladman, and Ex l^irte Bosanqu"f, 45 Ch. Div. p. l(i. ,, 14, note (rf). Add '^ I'ortuijuese Consolidated Copper Mines, Ld., 42 Cli. Div. 160 ; Ex parte Kennedy, 44 Ch. D. 472. Acceptance by an unautliorised person may operate to prevent the withdrawal of the application or the repudiation of the shares if the acceptance he subsecjuently ratilied within a reasonable time : Ex parte Had man, 45 Cii. Div. 10; JJolton Paitners X. Lambert, 41 Cli. Div. 295." ,, 15, note ()i). As to what is a reasonable time, f^cc Ex parte Badman, 45 Ch. Div. 16. „ 17, note (d). But see Ex parte Sandys, 42 Ch. Div. 98, where though the original contract to take shares could not have been enforced, yet a subsec^uent assent to take the shares was iniplied from the allottee having dealt with them as a member of the company. „ 28, note (q). Add reference, " Ex 2^nrfe Sandys, 42 Ch. Div. p. 98." ,, 30, line 10. Ai'ter "engaged"' add, "even though he is a British subject. But this jirivilege may be lost by an express condition to the contrary made at the time the minister is received ; Marurtney v. Carhutt, 24 Q. B. D. 368," L.C.S. N 178 ai>i>i:ni>a to " Tin; law or coMrANiEs." Page iO, liuu 24. Tlir Luuacv lu'^ulatiun Act, 1(J & 17 Vict. c. 70, aiul tlie Tru>*tre Act, 1850 (13 & 14 Vict. c. GO), ^5 f), are Lotli now repealed aiid replaced by the Lunacy Act, 1890, 53 Vict. c. 5 : see §§ 120, 133—137. „ 4G, note (li). Compare I')iilr(J KiiKjihnn Mutual, j. Add, '' Sltrtjirhl <(• Smith VurhJiire II Sue. v. Aizle- vood, 44 Ch. 1). 412." 103. note ('r>. Add, "including powers to carry out transactions incidental to the main business. Sheffield ib S. Yorl-^. 11. Sor. V. Aidi'vood, 44 Ch. 1). 412." 17."), line J. Add, " So. too, a clause directing arbitrators to be chosen at llie lirst meeting of a society was con- sidered to be directory. CJirisfie v. Northern Count irs ]',. /;. S,H\, 43 Ch. D. 02." ,, 17(>, note (;'). As to ratilicatiun after attt'mpted revocation, see Bolton Partners v. Lamhni, 41 Ch. Div. 295 ; Portufiuese, dr., Mines, Ld., Ex parte Badman, 45 Ch. Div. 10. And compare Portuguese, d:c., Mines, Ld., 42 Ch. Div. 160, where the attempted ratifi- cation was itself invalid. 1 7;i lines ) The ]iurchase of shares was really beyond the powers & 7. j of the company as well as of the directors, but this was overlooked. See Trevor \. JJliitworth, 12 App, Ca. 409. ,, 189, note (o). As to the method of ascertaining the amount for the time being .secured by mortgage, sec Neath JUiildiixj Soc. V. Luce, 43 Ch. D. 1 58, and K.r parte Pullman, 45 Ch. D. 463. 192, n(jte (/). Add "And such a mortgage will efrectually charge calls made by the lii|uidutor in a winding up. See Be J'yle fl'orL^, 44 Ch. Div. 53 1. The following pro2:)ositions will be found in or may be deduced from the judgments of the Court of Appeal in this case : — If a company limited by shares has divided its capital into two jiarts under the provisions of the Companies Act, 1879, one of which can only be called u]i in the event of a winding up, this portion (,f its cajiital ceases to be ui^der the control of the ADDENDA TO " TIIK LAW OF COMPANIES." 181 directors, iiiul cannot be charged or disposed of by them (see pp. 58(5 — 587). The i)0\ver to niortga;^'e will only e.xtend to the iioniinul capital of the company and not to monies, ■\vliicli, fornung no part of the capital, can only l)e called uj) in a winding-up, as may be the case in unlimited companies and companies limited by guarantee (see pp. 574 and 582). If a mortgage by a company to a nunnber pur- ports to be a charge upon the calls to be made upon the particular shares of the mortgagee, and not u2>on imcalled capital generally, the mortgage may be invalid as an attempt to create a right of set-off (see p. 581)." Page 195, line 17. After "earnings" add note (p^>). "The principle of this case is still applicable to water companies and other undertakings of a ])ul)lic nature which are not governed by 30 & 31 Vict. c. 127. See Blaker v. Herts tO Essex JVaterimrks Co., 41 Ch. 1). 399." „ 19G, line 4. After "(30 & 31 Vict. c. 127)" add, "and the Regulation of Railways Act, 1889 (52 & 53 Vict, c. 57, § 3)." ,, 197, line 12. After " receiver " add note (tr). " As to the appoint- ment of a receiver by the Court after a winding-uj) order has been made, see Companies Winding-up Act, 1890, 53 & 54 Vict. c. G3, § 4 (6), supra, p. 48, and by debenture holders under a power in their deed, see Be Henry Pound, Son, d- Hutchlns, 42 Ch. Div. 402." ,, 197, line 16. After note (d) add, "The floating nature of the security may terminate sooner if a provision to this effect is contained in the debenture. See Re Home dh Hellard, 29 Ch. D. 736. The power of sale given Ijy § 19 of the Con- veyancing and Law of Property Act, 1881, does not apply to debentures. See Blaker v. Herts d- Essex Jfatenvorks Co., 41 Ch. D. 399. In connection with debentures it may be noticed that if a company purchases the equity of redemp- tion of any property and subsecpiently issues debentures charging the mortgaged property, every holder of these debentures is a necessary party to an action of foreclosure brought by the original mortgagor, (irijfith v. Pound, 45 Ch. I). 553, p. 564, ct seq^y „ 198, note (t). Debentures do not, it is apprehended, recpiire regis- tration under the Bills of Sale Act, 1878. See Head V. Joannon, 25 Q. B. 1). 300; this jwint is, however, now under a2)[)eal. „ 198, note (Z). Add "Skegness s). ) Add, ''A ((inipany was hfld liable for using a false „ 21G,note(A:). j trade d.MTipti.m uimUt 50 & 51 Vict. c. 28, thougli no ]i(.'i's(>n is liable for so doing if ho shews he has no intent to defraud (§2 (1) ), Sturcij v. Chibrorth Oiuiiuudcr Co., 24 Q. B. D. Dt). A person in that Act includes a corporation. »Sec § 3 (1)." ,, 233, note {t). Add, "see ixho IFou-ard v. I'atriit Icory Manvfadurincj Co., 38 Ch. 1). 102." „ 224, note {!>). Add, '' E.r parte Hanhj, 41 Ch. Div. 215." „ 228, note (0- § 37 of 30 & 31 Virt. c. 131, dilfers from § 97 of 8 &. !) Vict. c. ] G. See the section in the Api^endix. ,, 237. Add, " If a liuilding society which has boirowcd nioni^y in excess (»f its j owers, makes advances out of such monies to mendjers and obtains securities in respect of these advances, the lenders of the money to the society are entitled to have the b'eneiit of these securities. Neath Building ^oc. v. Luce, 43 Ch. I). 158." „ 204, note (i). Add, "Pure Spirit Ctrnpanij v. Fowhr, 25 Q. B. D. 235 ; see also Companies Act, 18G2, ^ G!)." ,, 2r;4,nolc(y/\ ) Add after " Toinie v. Lt.ndon d- LimcricJ: Steajnship „ <)(:i),noti' (-/). j Co., 5 C. B. N. S. 730," " Watkins v. The Seottisk JmiHTial Jnsurance Co., 23 Q. B. I). 285," and at the end of the note, '^Hagyiii v. Comptoir d^ Eseompte, 23 Q. B. D. 519, and lie Bmiand's Trade Mark, 41 Ch. D. 542." Distinguish between 1. Corporations which, though their registered ofii(;e is out of the juris- diction of the English Courts, are governed by the Companies Acts, e.g., Scottish and Irish cor- porations. Tlicsemust be served at their registered oHice. See Comjmnies Act, 1 8G2, § 02, and K. S. C. Ord. IX. r. 8. Hence in all cases leave must be obtained to serve them out of the jurisdiction, whether they have a branch office in P^ngland or not. 2. Foreign corpoiations not so goveriied : if they have in the jurisdiction a head oliicer within the meaning of 11. S. C, Order IX. r. 8, service on such olHcer is eflectual. If not, leave must be obtained for service out of the jurisdicli(jn under Order XI. ALDENDA TO " TIIK LAW OF C» -MPAMKS." 183 Page 271), note (/<). For the manner in wliicli money in tlje hands of a receiver appointed nndcr 30 & 31 Vict. c. 127, §4 must be a})plied, see KnHttrii tD Mulhanl.i llnlla-aij ConijHuuj, 45 Ch. Div. 3f!7. ,, 300, note (A). Add, "See as to tlie api.oiiitnient of directors l.y a document in w ritin;^ witliout any I'ormal meeting, Ex inn-tc Knincdij, -14 Cli. ]). 47:2." ,, 300, note (m). After " as to allotments " add, " Portiujuese, dx., C'o2)per MineHjLd., 42 Ch. Div, ICO, and cf. Ex parte Bad- VKdi, 45 Ch. Div. IG." „ 301, note (/). AM '' Balnhrkhje v. Smith, 41 Ch. Div. 4G2." ,, 302, line 10, | An injunction to restrain the removal of a director tt scq. ) was refused in Baiiibvkhje v. Smith, 41 Ch. Div. 4G2. „ 303, note (c). After " as to expelling memhers from cluh.s " add, " Baird V. IVers, 44 Ch. U. GGl." „ 30G, note (.<). Add "Be BodiKjnixe, (Cr., ('opptr Mines, Id., 42 Ch. Div. IGO." Add also at the end of the note, " but an insulticient notice may be waived. Sec Henderson V. Bank of Audra'.dsiit, -15 Ch. Div. 330. As to the effect of a conditional notice, see Alexander v. Siinjjson, 43 Ch. Div. 139." ,,307. After " meeting," line 1 1, add, " but a notice that if certain resolutions are passed they will be sub- mitted for confirmation on a day named, will be invalid unless a further notice of the passing of the proposed resolutions is sent : Alexander v. Simpson, 43 Ch. Div. 139." ,, 307, line 13, (^ Add, "If a meeting be irregularly summoned, the after ((•). j adjourned meeting is also irregular : Pertwjucse, d-c, Cirppir Mines, Ld., 42 Ch. Div. 160." „ 307, line 17 | After "generally" add note (cc). " Ajipaiently the ,, 338. 3 business of a meeting may be taken in any order the nuK'ting chooses: see Caidey d Co., 42 Ch. D. p. 21G." „ 307, notes I Add, "Ste also ILndnsin v. B.anh of Avsiralasia, 45 (.r) and (;:). ) Ch. Div. 330. ' ,, 308, last lines. The chairman of a meeting cai.iiot refuse to put before the meeting an amendment to a proposed resolu- tion, if such amendment is within the scope of the notice calling the meeting : Henderson v. Bank of Australasia, 45 Ch. Div. 330, where the amendment was not put into writing nor formally tendered. „ 313. The entry of a resolution in the minutes is not essential to its validity : see Ex parte Kennedy, 44 Ch. 1). p. 483 ; Kniyht's case, 2 Ch. 321. 181 al)Di:ni»a to " Tin: law of companies." Page 313, nute (r). Add reference to rorttdjucsc, dc, Mines, Ld., Ex jxirtc iHidinan, 45 Cli. Div. pj). 28-:2i). „ 332, Ji.ite (r). 51 ,^ 52 Vict. c. 48, is amended l.v 52 & 53 Vict. c. 37. „ 333, last line ) After " olijccts "add reference to Croxm Banlc, 44 Cli. Lnt one. j I). G34 ; which sIkavs that the uieniorandum ol association must not be too vague in defining the objects, „ 333, last line. After " respects " add note {ff). *• See now Companies (Memorandum of Association) Act, 1890." ,, 334, note (A). ") Add, " See now Companies (Memorandum of Associa- „ 343. j tion) Act, 18<)()." „ 334, note (o). Add ''Ex jmrte Andain, 42 Ch. Div. 1 ; Ex j)aH>^ Smidijx, ih. p, US. As to tlie meaning of issuing shares at a discount, see Ex jxute Ai(dain, 42 Ch. Div. 1 ." ,, 337, line 8. After (No. 52) add, " The sidiscribers need not meet for the purpose of appointing directors. If all the subscribers concur it is enough," Ex parte Kennedy, 44 Ch. D. 472. A meeting of a minority of sub- scribers cannot ai)point the directors, Lmtdun ft- ,Souihrrn, dr., Co., 31 Ch. 1). 223, and see Hoirbcarh Coal Co. V. TeiKjue, 5 H. & X. 151. ,, 344, note (li). Add, "A notice that if the resolutions are i)asscd at the first meeting, a second meeting will be held at a specified time and place to confirm them, is bad : Alexander v. Simpson, 43 Ch. Div. 139." „ 34G, 4 lines ) '• Defined." The word as used in the Directors' from liutlom. j Lial)ilitv Act, 1890, is i)artiallv defined : see the Art, § 3 (2). „ 3G1. Compare with UliaUij Bridije Printing Co. \. Green, \\\q cast' of Harrinnton v. llctoria Graving Dock Co., 3 Q. B. D. 361. „ 304 note {pp). Add, " And per Stirling, J., in bhifitld d- South VorLi. JSuilding Soc. v. Aidorood, 44 Ch, D. p. 452, where an attempt was made to distinguish the position of directors i;f building societies from that of directors of other companies. Directors are not in any sense trustees for the creditors of the com- pany : see Poole d- Jackson's case, 9 Ch, Div. 322, nor are they trustees of their own sliares, which may be transferred by them in order to avoid a call : Cawli'i/ d- Co., 42 Ch, Div, 209," „ 3C5, line 5. After " company " add note (/r), Eden v. liidsdale's Illy. Lamp d- Lightimj Coy. Limd., 23 Q. B. Div, 368, But there is no right to follow any ])roperty so obtained, Li4er d- Co. v. Stnhhs, 41 Ch. Div, 1, See also infra, addenda to ji. 367. ADDENDA TO " THE I-AW Ol' COMPANIES." 185 Page 3G6, note (u). Add to the cases dealing with presents to directors, '' Edcit, V. liidsdalt's lily. Lamp d- Lighting Coy. Limd., 23 Q. B. Div. 368," and at end of note add, " compare Dale and Plant Ld., 43 Cli. 1). 255." „ 3G7, note (c). Add '''■ Edin v. lUdsdales Rail. Lamp, Ch. Div. (uS7, where the Court inclined to the opinion that . . tlie amount of the call and the time and iilace for payment oiight to be .stated in the resolution." 41C, note (■/()• Add, "P.nt if a call is resolved en at one meeting and the time for payment is only fixed at a later meeting, the call must date from the later day. See per M.K. and Cotton, L.J., in Cavky db Co., 42 Ch. Div. 209." „ 419, note (in). Add, " Compare Caxdey ch Co., 42 Ch. Div. 209, and Johnson v. Lyttle's Iron Agency, 6 Ch. Div. G87." „ 432, note (c). Add, " See Jl'ood V. Odessa lJ\denrorh Co., 42 Cli. D. G3(), Avhere Lunds hearing interest were proposed ... to be given in payment of dividends." 434, note (2'). Ih-idtjandrr Karijiatiun Co. was I'eversed in the House of Ltu'ds, sub nom. Hiixk v. Crojiper, 14 Ap. Ca. 525. 43G, line 12. Add after '•' shares," ''or in debinlnre bonds. Jrood V. Odessa Jratencorh Co., 42 Ch. D. G3C." 43G line 13. After "agree" add, "or tlie articles so i)rovide ; the manner in which dividends are to be paid depends uiion the articles of association. See ib. and Oak Hani: Oil Co. v. Crmn, 8 App. Cas. G5." 447. 24 & 25 Vict. c. 9G, ^ 85, is amended by the. Bank- " ' ruj.tcy Act, 1890, 53 & 54 Vict. c. 71, g§ 27 and 29. •151 note (/). Add, "i.'f Tlu.vipyov, 45 Ch. Div. IGl ; and lie David, C: Ch. Div. -7." ADDENDA TO " THE LAW OF COMPANIES.'' 187 Page 453. Sluiros are witliiu Order LVII. relating,' to inter- plcailer : see Rohinsuii v. Jenkins, 2-4 Q. B. Div. 275. ,, 455, iKite (f). Ilridijciriiti'V Xnrujdtion Co. bus liecn ovcrrultMl l)y tlio House of Lords, 14 A\^\). Ca. 526", sub nom. Jlirch V. Cnypjier. Apart, therefore, from any special agreement, the riglits of sharehohlers to surplus assets is proportionate to the nominal value of the shares held by tliem, and not to the amount paid u}) upon such shares. ,, 457, note (;(j. Add "The comjiany not having any lieu on the shares of a cestui que (rust, may present a petition in bankruptcy against him, if he is indebted to them, without valuing his shares. Ec Perkins^ 24 Q. B. Div. G13." ,, 459, note (ij). Add "The indebtedness must be ascertained at the time tlie transfer is sent in for registration. Caivleij cD Co., 42 Ch. Div. 209 : and compare GUherfs case, 5 Ch. 559." ,, 4G0, note ((/). Add ''See now, however, Partnership Act, 1890, § 23." „ 4G2, note (;•). Add reference to Be ! Add " Ccncky d Co., 42 Ch. Div. 209." ,, 466, note (f). ) _ „ 467, note (?/i). Add " IG & 17 Vict. c. 70, is now repealed and replaced by the Lunacy Act, 1890 (53 Vict. c. 5). See §§ 133, ct seq." „ 468, line C. After "(see ^ 19)," add reference to Barton v. London tC- North jrestcrn Rail. Co., 24 Q. B. Div. 77. " ,'' , , \' I Jl'ilii((ii}s v. Colonial Bank, was aliirmed on appeal to ,, 4/5,note(o). v ^i tt j- t i i • ^ i i- » ,, 481 t / ( / House ot Lords and is reported lo Aj>p. Ca. " ^,, ' , ,,{■ \ 267, snhnom. Colonial Bank y. Cadu and JJ'illiains. „ 913, note (A:). / '' „ 483, note (y). Add " One of tM'o executors lias no right to transfer shares in a company governed by the Comixmies Clauses Act : see Barton v. London tD Xorth Western Bail. Co., 24 Q. B. Div. 77." 188 ADDENDA TO " TlIK LAW OF COMPANIES." Page 484, note (}>). Aild " ami r.i.thop v. Balkis Consolidated Co. Ld. iT) (,>. \\. |)i\-. niii, wliicli turned on the meaning ol" a certilication of transfer, wliicli was held not to ini]>ort a warranty of the transferor's title, or of the validity of the documents certilied to have been lodged -with the company.'' „ 487, nute (/<). Add " Sec, also. Burton v. London d- Xorth Jl'istcrn Jidil. Co., 24 Q. B. Div, 77, where the disregard of a notice of intended transfer was held not to estop a person fmni alK-giiig that the transfer was invalid." ,, 502. See as to " ceitit'iratii)ns '' in transfers and their meaning, IJishop v. JJalUa Co)isolidiited Co. IaL, 25 Q. 15. Div. 512. „ 513, note (i). A.ld " Dnris ,[■ Co. v. lloimrd, 24 Q. E. I). 091." ■ „ 514 note { i>). Add '' DavU d- Co. v. Howard, 24 Q. B. D. 691, where it was held that according to the n.sage of the London Stock Exchange a broker may close his account if balances are not duly ])aid, if he has given due notice to his principal of the amount of such balances or re(iuested jiayment of them." „ 524, note (//). Add " U',-4 llidlnij. dr., lluihUiuj Hocldij, 4.3 Ch. D. 407, and see further. Ex ptirtc I'ullinan, 45 Ch. 1). 403." „ 524, line 0. After "liiiuidation " add, "or known to be insolvent, Sandn-land, dr., Buildinii Sorirtij, 24 Q. 15. D. 394." 528, note («). Add after "club," ".see JSaIrd v. JJ^dh, 44 Ch. D. 070." 534 line 15. A jxrson whose shaies liave lieen inipro]>erly forfeited may prove in the winding-u]) for damages sustained bv the forfeiture in conijietition with other credi- tors, if he is entitled to such damages under the articles of association. XfV Cltile Cold Mining Co., 45 Ch. D. 598. Probably in this ca.se the forfeiture was altogether invalid, but Stirling, J., under the circumstances, assumed it to l)e valid but irregular. See //*., j.. 003 and 004, and art. 30 at ]). 000. 538, note («). Add '■ Haiton v. Jjindun ,f- Xorth U'cMcrn Bail. Co., 2 1 g. 15. Div. 77." 539. At the end of paragraph 1 add, " A cor}iorate body cannot hold pro])erty jointly with an individual ; accoi'diiigly the Bank of l"higland cannot be com- ]ielled to register stock iu tlie jcnnt names of a cor])oration and an individual. See Law Guarantee (nul Trufst Society v. Bank of England, 24 Q. B. D. 400." ADDENDA TO " THE LAW OF COMPANIES." 189 Page 544, note (.<;). As to the Hen of a tenant for life of shares for monies advanced at the re(|nest of the trustees to pay calls : see Todd v. Moorhoiisf, ] 9 Eq. GO. „ 54G, note {j>). Add " AV AUxiry, 45 Ch. D. 237." „ 550, note {h). Add " T^c I'lrldns, 24 Q. B. Div. 613." ,, 553, lines ) Two and three months are, after January 1st, 1890, 11 and 12. j extended to twelve months, and this latter jieriod may be extended by the Court. See Bankruptcy Act, 1890, i? 13. „ 567, note (/). Add " nuinhndije v. ^inUli, 41 Ch. Div. 462." ., 571, line 8. After " (t) " add "have restrained the payment of dividends in bonds bearing interest, instead of in money. TFood v. Odessa JVaterworhs Co., 42 Ch. D. 636.'"' „ 577, note (a). Add " Baird v. Jl'clls, 44 Ch. D. 676." „ 5 78, line 15. After "injunctions" add note " (dd). See, also, Bainhridije v. Smith, 41 Ch. Div. 462." „ 580, line 18. Add, after "shares," "or in debenture bonds. Wood, v. Odessa n^atcnrorl-s Co., 42 Ch. D. 636." ,, 593, lii;e 15. Alter "purchase money" add note " (««). If any deposit has been paid it must l>e returned with interest at 4 per cent. See E,c jmrte lFaihv:ri(jht, ^\. N. 1890, 3." ,, 593, line 18, 7 Persons who have been induced by fraud to sub- et seq. 3 scribe to a company may join in one action. See Arnison v. Smith, 40 Ch. D. 567 ; and 41 Ch, Div. 98, and 348, where there were 54 jilaintifts, but such an action has its disadvantages, „ 596, line 8. After " poges " add note " (?///). As to when it is right to petition to wind up instead of applying for an injunction : see Croicn Banl; 44 Ch. D. at p, 645." „ 596. Injunctions are enforced against a corporation by sequestration (R. S. C, Order XLIL, r. 31), and leave to serve a writ for an injunction out of the jurisdiction may be obtained under Order XI. in a proper case where the company has property Avithin the jurit-diction. Burhnurs Trade Mark, 41 Ch. D. 54 2. ,, 597, line 12. Add, after " shares," "or debenture bonds. Jl'ood v. Odessa Wateru-orks Co., 42 Ch. D. 636." ,. 599, note (.''). Bainbridge v. Sviiih, is now reported, 41 Ch. Div. 462. 190 ^L!L)i:.\"I)A TO " illE L\\\ 01' COMrAMES." Paye 599. AcUl " 28. Ik-j^istratiuu iu an improper uauic. Tussaud V. Tiu^saud, 44 Ch. D. G78. " 29. A person from acting on the dissolution deoil of a building society to which the rcfjuisite number of members have not assented. ,S'/7(((/( v. Pcarce, 44 ("h. Div. ;3r)5. " 30. From acting on a resoliitiou wliicli had been passed after the cliairnian had imi)n)per]y refused to ])ut an aniendnicnt to the meeting. Jlcndcrson V. JJaiik of Ani>triilai). |^ Add " See now Companies (Winding u])) Act, 1890, „ G75, note (s). j J^ 4 (G), and Pe Henry Pound, .So?i d- ]Iidchin.9, 42 Ch. Div. 402, where a receiver appointed by the debenture holders, was allowed to take possession n(jtwithstanding the appointment of a litpiidator," „ G03, note (r). As to the apjidintment of a special manager, see Couijianies (Winding up) Act, 1890, § 5. As to the appointment of an interim receiver and manager in an action by debenture holders, see MaJcins v. Percy Ihotson, (0 ",S'o?!.s, /.(?., W. N. 1890, 180; Peek v. Trivsmaran Iron Co, 2 Ch. D. 115. Debenture holders of a comjiany for jiublic purposes not governed by 30 & 31 A'ict. c. 127, have no right to the ai'i>oiiitment of a manager tliough the Court may a])poiut a receiver. J 1 laker v, Herts, dc, IFateru-orks Co., 41 Cli. D. 399. G04, note (1). Add " Lnv: Cuemintec and Trust Soc. v. Penik of Knghind, 24 Q. B. D. 40G." G15. See on this subjert Inlrodurlion to tlie Companies "Winding up Act, 1890, supra, y\k 18, ct scq. CIS. As to winding uj) companies whose undertaking is for the i)ubli(' benefit, see lUirton-vpon-Unndx r, dr. , Wedn Co., 42 Ch. D. 585, and Plaker v. Herts cD Essex Waterworks Co., 41 Cb. D. 399. G18, note (r). Add " Peirton-iqmn-Hitviber Jl'ater Co., 42 Ch. D. 585." ADDENDA TO *' THE LAW OF C0:\I1'ANIES." 11)1 Ta-e G18, nute (/). For " § 79 " read " g IT!)."' jj 619. Trustee savings banks may be wound iip as unroj,'i.s- tered associations under the Companies Act, 18(J2. See the Trustee Savings Banks Act, 1887, 50 & 51 Vict. c. 47, .i? 3. J, 620. For an unregistered society to be -within § 199 of tlie Companies Act, 1862, it must have a jilace of business, and must ordinarily be trading under tlie Act. See The Bridal Athemc-nn, 43 Cli. D. 236. jj 624. A person who has ol)tained a garnishee order directing a company to pay him a debt due by them to a third person, is not a creditor of the company, and cannot avail himself of such order to sup])ort a petition to Avind up the company. Combined JFeiyhing, dr., Macliine Co., 43 Ch, Div. 99. See ^ ■• also Law Courts Chambers Co., W. N. 1889, 189; 60 L. T. E. 669. ,j G27. After line 8, "The OiRcial Receiver may present a petition for an order to wind up conipulsorily any company situated in England or "Wales which is being wound up voluntarily or under supervision. Companies AVinding up Act, 1890, § 14." J 628. At end of paragraph 3 add, " A petition to Avind up a trustee savings bank may be presented by any person who is authorised by the Companies Acts to pi'esent a petition to wind up a company, or Ijy the Conmiissioners for the reduction of the National Debt, or by a Commissioner a]iiiointed xnider the Trustee Savings Banks Act, 1887. See 50 & 51 Vict. c. 47, § 3." „ 633, line 3. At end add, " If a company cannot carry on its main business, it will not be allowed to carry on, as its sole business, one Avhich it had power to carry on only as auxiliary to its principal business. Croicn Bank, 44 Ch. d" 641." „ 633, note {h). Add "British Joint t^torJc Bank, 44 Ch. D. 641." ,, 634, line 10. } A company whose capital has been divided into two ,, 641 ,, 15. j parts under the Companies Act, 1879, one part of which has been paid up and the other part of which can only be called up in the event of a winding-U]), occupies an intermediate position between a limited and an unlimited company ; and if the whole paid-up capital has been exhausted and the company can only carry on Imsiness at a loss, a winding-up order will be made on the petition of a contributory, although liabilities to the extent of the reserved capital may not have been incurred. Bristol Joint StocJc Bank, 44 Ch. D. 703. 192 ADDENDA TO " THE LAW OF COMPANIES. " Page G45. Sovereiijn Life Assurance Co, 42 (.'h. 1). 540. An onler to wind up this company, which was liopelessly insolvent, was n\rn\?, on the ]>ctitinn of a i)oIicy holdtT. Unik-r hciadinj,' " Contriljiitories' Petitions." Crovn Haul;, 44 V\\. D. 034. BriMol Joint Htoch JJank, ih., 714. In hutli cases it had become iinpossihle to carry on the main business of the company. In the former case tlie petition was even- tually dismissed by consent, after an nnlcr fur winding up the company had been made but before the order was entered. As to the latter case, sec anti', mbienda to ]. 634. ,, 047, line 11. lleldW '' U'nj ). Add reference to Criterion Gold Mining Co., 41 Ch. 1). 140. ,, GOO, line 17. It is hardly jiossilde now for a jierson to present a second letition in ignorance that one lias already been presented, liuildincj Societies Trust, Ld., 44 Ch. 1). 140. „ O00,note(r/). |^ In The BuUdimj >'oci(ties Trud, Ld., 44 Ch. D. 140, „ 080, note (o). j the priority of the petitions was determined by the dates of their presentation. „ 660, note (/). Add "■ Ihiildincj Societies Trust, Ld., 44 Ch. I). 140 ; Standard Portland Cement Co., W. N. 1890, p. 91." „ 001, note (/). Add " and ante, y. 203, note (i/)." ADDENDA TO " THE LAW OF COMPANIES." 193 Page 663, line 5.1 Add " If an order Las been delivered out but not „ 698, ,, 15. > i)assed and entered, the Court may alter the order „ 748, ,, 9. ) with the consent of the parties. Crovm Bank, 44 Ch. 1). 634.^' „ 673, note (c). Add to cases cited under "Execution stayed," " Thurso New Gas Co., 42 Ch. D. 486. The creditor was allowed to add the costs of his action to his debt." ,, 674, note (i). |^ See now as to maritime lien for disbursements, 52 & ,, 727,note(/). j 53 Vict. c. 46, H, which gets rid of the effect of Hauulton v. Bahr, 14 App. Ca. 209. „ 675, note (o). Add " Henrif Pouiul, ,S'o«, tC- Hufrhins, 42 Ch. D. 402." .,677. As to staying executions where the company is being woimd up under the supervision of the Court, see Thurso New Gas Co., 42 Ch. D. 486. „ 678, line 23. Section 46 of the Bankruptcy Act, 1883, has been amended by >5§ H & 12 of the Bankruptcy Act, 1890 (53 & 54 Vict. c. 71). „ 681, note {m ). As to Ireland, see Preferential Payments in Bankruptcy (Ireland) Act, 18.s9 (52 & 53 Vict. c. 60). „ 687, note {a). Add after " ;'/. 61,'" •' Brhlijrvakr Nov. Co., 39 Ch. D. p. 6." ,, 690, note (i). Add, at end of note, " but see on this case North Australian Territory Co., 45 Ch. Div. 87." „ 691, line 5 ) After (-/) add " l)iit the Court Avill not allow the from bottom. J ^lowcrs of this section to be used as an indirect means of obtaining discovery in the pending action if an aitplication for discovery has been refused altogether, or as being premature. North Austra- lian Terri'.orii Co., 45 Ch. Div. 87." ,, 692, note (//}. Add reference to North Ausfniti'iu Teiritonj Co., 45 Ch. Div. S7. ,, 694 — 697. A tiustee or manager of a savings Ijunk who neglects to comjdy with the rules of the savings bank Avithin >$ 1 1 of the Trustee Savings Bank Act, 1863 (26 & 27 Vict. c. 87), may be proceeded against under ^ 165 of the Companies Act, 1862 : Davies' Case, 45 Ch. D. 537. Section 165 of the Companies Act, 1862, has been repealed as to England and Wales, and re- enacted with some variations by i^ 10 of the Com- panies Winding-up Act, 1890 : see that section, supra. „ 699 — 713. For the position of a liquidator under the Companies Winding-up Act, 1890 ; see supra, pp. 25 ei seq. L.C.S. O I'jl .\i>i»:ni>a ■i'. Ada at .nd "l.iit il.lKiitiiiv linldei-s may a])iM>int a ivcfivti iiuiln tluir ilc.d ami tlii' Court will It liini into possi'ssiou : Ifeitnj I'ointil^ Sou <{• Hutihiua, 4-2 i'h. Div. 402." Si'c as t«> a].iioiiitiii',' the OHicial Rin:eiver : ('Miniiaiii's Wiiuliiiu-u]. Act, 1 090, 5; 4 (())• „ 7ii7,la-tliiif. I lllaml is vcsU-d in scv.-ial li'iui.latois, tli.y niu^t all „ 7i)S,n()te(c:. ) coiiVL-y in unlev to pass the k'gal estatt' : Klismirtk ,[■ TiiJi/s Conirud, 42 Cli. Div. 2:}. 711. ])il.i-ntniv hoUlers ave creditors within J? 2 of the Joint Stuck ('ompanies Arran«,'enK'nt Act, 1870. For the C'ourt to sanction a sdicnie under this Act it is not sutticient that the sclienie has been ni)iiri>\cd liy a hxrge niajority of creditors, the Court must be satisfied tliat tlie arranj,'enient is a fair one: Eiiqnre Miniinj Cn., 44 Ch. 1). 402. See also /.V AiahaiKK, AV "• -q. „ 717,note(((). The Companies Act, 1883, has been repealed as to Ireland by the Preferential Payments in Pank- ruptcy (Ireland) Act, 1889, .52 & 53 Vict, c 60, which is similar to the KnL;lish Act. 72G. A receiver for debenture holders is entitled to enter into possession and exercise his power of sale, if lie has such pcjwer, even after a ■\vindinj.;-up order : Henrii Pouml, Son d- Hutchins, 42 Ch. 1). 402. 731. As to the proof in a windinff-up in respect of u rent- charge : see Kx jxtdt (rralafiii, 42 Ch. Div. 343. ,, 736,note'c)- ) Add after Ex jiadt- Cannon, "compare Jhth Ch. 1). 598. 738. The cases dealing with the right of si-t-off, and esi)ecially the case of H'liitdionsi' <(• <'o., were e.xanuned by the Court of Ajipeal in J'ljlr //''//A-.s-, Limited, 44 Ch. Div. 534. ,, 744, line 5 \ from liot- ( For ^ 169, read " v^ 165,'" now repealed and replaced torn ani>i;nii.\ T(i "tiii: i,a\v or compami-.s.'' l<>-, Page 701, note dj). Thr l.lmt^^nl Vntiudlrr, Miii,„d Tni^h'ritj .Is^v^f. u now reported, 4iM'Ii. |)iv. I. See i\ho He iKirfe: K'Vi„' 781,note(f). ('oiupurt' Arnot\ ('axe with K.c i>urt>' Hanihjs, which 787,note(«). ! i.^ now reported 42 Ch. Div. 98. It Avas not 788, line 25. j the case of a contributory, Init of a i)erson seekint^- 789, last to rectify the re,L;ister under ):< 35. line but one. ' 770, line 5. The ratification within a reasonable time of an acceptance by an unauthorised ixir.son may render invalid a revcjcation of the ofl'cr after the accept' ancG and before the ratification : K'-parte Badman, 45 Ch. Div. Ifj; nulfo)t l^'irliin-a <{■ Lrniihni, 41 Ch. Div. 2!)5. 78 4. See generally as t,> what aiu.amts to payment, RirhariJsoit v. Harris, i± Q. 1',. T)iv. 268. 784, line 4. Add " The contract should stat,' the consideration (see Orkhnfir's ('as,', 10 Cji. (ii4)^ and must be signed 1)y the ])arties (see A'y jxrrf,' Mnrdes, 43 Ch. Div. 118). Harflrifs ('a^e, 10 Ch. 157, decided that a contract entered into with a trustee for the company before its formation is a contract within the Act, and can lie adopted and registerearf,' Sainh/s, 42 Ch. D. 98, but the point . 922. liiic 15, hifra, p. 198! 2 190 ADDENDA TO " TIIK LAW 01' COMPANIES." Page 82.-), note (h). AM ''Cawkn <(• ' o., 4-> Cli, Div. 209." „ S4G et seq. For tlie new Rules relating to calls, see Rules 92 — 95, giijirii, jip. 93, 94. „ 859 et seq. Fur the provisions in tliu new Rules relating to costs, Bee Rule 31 and note thereto, supra, p. 82. „ 8G5,note {m). Add '• See also re Bluuddl, 44 (.'h. Div. 1." ,, 8G9, note (/()• This portion of the ca.se was not aftVcted by the decision of the House of Lords in Bircli v. ('rifpynr, 14 App. C"a. .j2."), reversing Jlriilyvattr A'«n'(/u- tion Co „ 870, line 2. For " in same manner " read " in proportion to the nominal value of the shares held and not in pro- portion to the amounts paid tliereon : Birch v. Vrojiycr, 14 App. Ca. 52.'3, reversing on this point Bruhjtwakr Xaviyution <'o. „ 870, note U). Shepjwrd v. Sciiidc, Pinijaah . 1). 394. As to the right to interest on such monies until jwyment, see ib. ,, 872, note (i). Boscnhcry v. XortltundiLrland Uaildiny Soc, 22 Q, B. Div. 373, and inison v. Miles Plattiwj Building Soc, ib. p. 381, note, were distinguished from Smith's case ; for in those cases the mortgage contained a covenant for ])ayment of all n)onies which according to the rules for the time being of the society were jiayable, and the proviso for redemption Avas in similar terms. ., 880, last line J The costs of all parties to an ajiplication to the Court but one. J were allowed as between solicitor and client on the higher scale out of surjdus assets in Birch v. Cropper, 14 App. Ca. ji. 549. „ 881, note W). Add reference to Callao Bis Co., 42 Ch. Div. 1G9. ,, 881, note (rf). 1 Section 13S enables a liquidator to a])]dy to the „ 883, line 12. > Court for a commission to examine witnesses „ 89G, line 15. ) abroad as to the price to be paid for the purchase of the interest of a dissentient shareholder under § 1G2 of the Comi)anies Act, 18G2 : My-ore Jf'est Gold Mining Co., 42 Ch. D. 535. ADDENDA TO '* THK LAW OF CoMPANIKS." 107 r.agc 883, note (h). The creditor adds the costs of lii-; action to his debt : Thvrso Xeir (lax Co., 42 Ch. T). p. 491—492. ., 89.'), line 3, ] The liquidator max, if authorize(l so lo do, fix a et seq. .■ reasonable time within which shareholders nnist ,, 897, line 9. ) apply for the shares in the purchasing company to which they are entitled under the agreement for sale, or be deemed to have declined an allotment of such shares : PoMletJiiraife v. Fort Phillif, (tr., Mininij Co , 43 Ch. D. 452. ., 89r),notes(j)) The words at the end of note (ji*) " See further, Sec," and (7). should be at the end of note (q). ., 89fi,note (.s-). CaUao Bis Co., is now reported 42 Ch. Div. 169. „ 896, note (0- Add "London and TFestminsfcr Bread Co., W. X. 1890, 3." The reference to Union Bank of Kinrjston-vpon-Hidl is 13 Ch, 1). 808. ., 898. See, for the latest reported decision iipon ^ 14 of the Life Assurance Companies Act, 1870, Sovereign Life As-xxrance Co., 42 Ch. I). 540. „ 904, note (c). Add reference to Vxhridije, d-c., liail. Co., 43 Ch. Div. 536. „ 905, line 18. After (;■) add "but the power to restrain such pro- ceedings comes to an end Avhen the scheme has been either sanctioned or refused : Fast A West Judia Pod- Co., 44 Ch. Div. p. 49." ,. 906, note (x). Hcdders of the preferred halves of shares whicli have been split into preferred and deferred halves, do not form a class of preference shareholders whose separate assent must be obtained : Liriyhton tO Dyke Reiil. Co., 44 Ch. Div. 28. ,, 906, note (a). "§17 implies" should be " ^ 18 implies." „ 906, note {d). Add "East ft- JFest Ludia Dock Co., 44 Ch. Div. 38. Outside creditors may be heard in ojiposition to the scheme, ih. ,, 909, note ( aihrmcd 14 App. Ca. 493. 198 a1)1>i:niia to '" iiii. law oi c omtaniks.'' Page 'J13, iintf (/, . ll'lli:l.\ was .ittinucd .-iilj iiom. ■2(n. Tlic liijuidatii.u nl a I'urL'iyii Cdiiipaiiy in tlic cuuiitrv nf its (Idiiiiiil docs not discliargc the nnn- paiiy in tliis coinitrv from an English contract : (lil)lis ,(■ Soil y. Societi; dr., (U's MHaiu:, -lb Q. 13. Div. :!!»'.». ,, 017. at tml. A- to tin- ilic-ality <>[' ndcs in rcsliaiid of iiadc and of soiii-tics liaviiiL; .-iicli rules, sec Siriiim \ \ jrHsiin, •1 ! (). 11. Div. -im. ,, 0!!), note (>0- A> to tin- nrndf of ascertiiiiiin^^- tin- limits of tlic -ociely's lioriow ill-- ]KjW('r. ."^ee Xcnth lUuhlinij Siiriedj \. /,."/. i:', Cli. 1 ). i.'iS. And /•;.'■ ji<(rtc Pull Willi. -1.") Cli. I), k;:!. ,, 92(1. line 4. 'I'lu'sc lund.- aic \i<>\ Tni-l riiud> within llie 'rrn>t Investniciil Ad, I ssil ; Xnflonal, dr., Jlnildiiuj Siirif'lij. 4:> eh. 1). i:*)!. Si-c further as to the in ve.st- meid of surh funds. Sli< tllilil, <(•(■., Huililiiiii S(>(Acty V. .I/-./m'y„-/, 14 eh. I). 7 1i' ; ('nlhnir v. Loiidnn ,(• Sllllin-lxlil, 7i'."" ,, !)20, note (»'). .\dd ll'i>^ii-i)rth <[■ Tidijx ('(iiitnirf. 42 eh. Div. 23.' ,, !J2l, line 4. if llie iidcs of u Imiidin^L; soiiely have l)een reyi.s- tered the I'e^istrar's certificate is conclusive of the piojjriety of the nmde in Avhich they were made, see Ji'i/.-oiihcrij y. .YurfJi miihirliivil llniliUnij Society, •1± (,). 1'.. Div. 37.'}. aixl ])nr]iiivn\ v. 6larUon, 3 K. & B. 1!)4. r.ut a rule contrary to any statu- tory enactiuent is invalid although certified : ijulU'iiii y. I.iniiliiii A- Siil'urliaii, dr.. Sue, 2."> (,). V>. Div.. al ]K ISN; and sec The Law of ( 'oiiijianics, ]i. 112, note (/). ., 112 1. line 1 (i. As to the lu rc.-sity of ajiiioinlinx ailiitrators hefore an action has lieen coinmenced where this is rc- ([uired hy the rules, see Chriatit v. Northern, dr., Jliilhliiiil Son'itii, 13 eh. 1). (i2. ,, 022, line l.j. Add " ^itinbers who have given notice of withdrawal liut have not received their money, must he reckoned as members in ascertaining the necessary majority, see SHinn v. I'larrr. 44 Ch. Div. 354" See svprii, p. 10."), the note to y. SlO, >.^-c. ., 022, note (/). Add " See also Slirjjlrhl, dr., Jliiihlimj Socirtii y. Aide- iroiifl, 44 Ch. D. 4 12, and I'vllirnc v. London db Suhiirhfiv. dr., Ihiildinrj Socirlij, 2') (^. B. Diw 48.">."' ADDENDA TO " TllK LAW uP C< )Ml'AXli:S." 190 Page 040, note (t). Add - iraikhn^ v. Srotdfih fiDprn'a' Lmmincc Co., 23 Q. B. D. 285." „ O.")!*, § 07. As to luiiiutcs lieiiig evidence tliat a meeting was duly convened, see Ex parte Jldihumi, 4.") Cli. Div., ])p. 28 and 20. ,, OGO, note(H)). Add at end, ■'And see same case, sub num. Jh'rrh v. Cropprr, 14 A])p. Ca., p. 544." ,, 0G2. ^^ 122. QiL : whethev an order in a winding-up can l)e en- forced in Scotland, and whether a claimant in a. winding-up resident in Scotland must give security for costs. Foiifauie's Case, 41 Cii. Div. 118. ,, 9G7, § 138. Add ''See supra, p. 881." ,, 072, note (:.). Notice of dissent may be served Ijefore the confirm i- tory meeting is held, see Lnndoii tC- JFestminster Bread Co., W. N. 1800, p. 3. ,, 083, §100(1), I After "])Uicc of business is situate," add reference to line 7. j the Bristol Athenaniw, 43 Ch. D. 23(J. „ 085, § 203. Add note, '• If land is A*ested in si.x: liquidators and the Court gives, under § 02, power for two lii^uidators to act, a sale by two liquidators is valid, but oidy passes two-sixths of the legal estate. IJhsicorth cO rid,/., Contraet, 42 Ch. Div. 23." ., 906,Article(r)2). Add note, " This clause is directory and for its meaning see Ex. parte Kennedij, 44 Ch. D., p. 482 — 483." „ 1021, § 23. For an instance of a limited association being regis- tered Avithont the word limited under this section, see Incorporated Council of Law l\(portin(j, 22 Q. B, 1). 270. ,, 1035, note (/). The Companies Act, 1883, has been repealed as to Ireland by 52 & 53 A^ict. c. 60. ,, 1037, § 7 (/*). See now 52 & 53 Vict. c. 42, § 18. ,, 1041. The Rules of 18G2, so far as they relate to the Avinding-np of a company by the Court under i\i\ order made after the 31st Dec, 1800, are noAV repealed, see the new Rules, Rule 180, supra, p. 107. ,, 1005, § 2. "Policy holder," .see Sonn'iijn Life Assuraiice Co., 4^ Ch. b. 540. ,, lOOG. note ((•). Add, "'See n])on this section, Seottlsh Economic Life Assuranrr Snridii, 46 Ch. D. 220," INDEX. Intliis Index '^D. L." stands for IMiPctors' Liability Act, IsnO; "M. A." for the (Jomi.aiiips (Memoraiidnni of Association) Act, LSOO ; ••Sclie.l.' for tlie First S.hc-dule to tlio ('oiiipani.s (Windii)" iii>) Act, LSOO ; " r." for the Coiiiiianits AVindin- «]) Rules. ISHO ; and ' forms lor tlie. forms in lli.' anpen.lix to those rules. The referenees in Mack tyiu' refer to the sections of the acts to Ihe schedul.', rules, or forms imlicated hy the i.reee.lin- abbreviation, or, where occurriiij; ahme. to the sections of the Companies (Winding up) Act, IS'JO. Kcfereiiccs in ordinary type reter to the pages. ACCOUNT , at i>rivate luiuk, li([Uulator imist obtain leave for, ■!.>, 20, 11 (3), jo application ior leave, r. 82, *.'l forms 43, 44, l;'.S payments into and ont of, r. 81, -U Companies Liquidation, payments to be made to, by Board of Trade, 11 (1), .i.5 by liquidator, 20, 11 (2), :.."i monies riqiresenting unclainii'd assets, 20, 15 (3), JS, r. 128, OS, r. 131, ok, 170 payments out of, r. 80, 01 investment of money standinjx to credit ol'. 16, ''O. r. 134, 00 ]i(|uidator may not pay monies into bis private, 21', 11 (6), ^<*> .sei>arate, of eaeb company to be kept by Board of Trade, 17,0 investment of monies standing to credit of, 17, oO forms 83, 84, 161. trading, liquidator carrying on business must keep, -30, r. 137; 1<'0 form 80, 160 order of Board of Trade as to in pending liquidations, 172, 17-1 See also Accounts. ACCOUNTANT, bill of cliarges of, taxation of, r. 29, ■'52. See Taxation. liability for statements made on authority of, 6, D. L. 3 (1) (b), 11 ACCOUNTS of Board of Trade separate of each company, to be kept, 17, oO audit of, 28 (2), 6'> of Liquidator, rr. 135^142, 100 affidavit verifying, forms 77, 158, 81, 160 audit of, by Board of Trade, 30, 20, 60, 61, r, 136, lOO by Committee of Inspection, 25, 30, r. 135, 100 certificate of audit by, form 76, 158 Cash Book, accounts to be entered in, 00, r. 144, 101 copies of, kept by Board of Trade, 30, 20 (4), 61 to be filed, r. 138, 100 inspection of, by creditors and contributories, 30,20(4), 61 form 75, 157 in pending liquidations, order of Board of Trade as to, 172-170 For the explanation of the references, see above. 202 IN1>EX. ACCOCXTS ^i',,„llmir.l. t'l Liiiuiiliitur — contiiiucil. rck-asc of liciuitljifor .suspoiidi-il until liis iUTouiits liavc liccii Immlrd over to the Oflicial lact-iver, 38, r. 141, 101 sniiimaiv of, to l>o sent to creditors aiul contiilaitnriis, 30, 20 (5) •il, r. 139, 100 tradiii,!,' to i.e kept separate, 30, r. 137, 100 form 80, 10(1 ill pfiidiiij^ li(|iiid,itioiis, 17i', 171 wliere no reeeijits, r. 140, 1"1 of Oliieial licceiver ulien a liiniidator is aji]poiiitiMl, '23, r. 168, 105 when lie is liipiidator, 30, r. 168, lOo ol Special Mana[,'er to account to Oflicial Receiver, 5 (2), 1><, r. 172, lOo allidavit hy, verifying, form 85, I'iii ACT OF I'AIIMA.MENT not within th<' Companies (Mcinor.indiim of Association) Art, 3 (3), M ACTION FOi; DAMAGES for untrue statements in a i>rospectns at common law, 1, 3, note (//) under Directors' Liabilitv Act, ]8!>0, 'ddmj., I). L. 3, 10—12 ADJOrRNMENT of lirst nu'etings, cliairman's power to adjourn, Sclied. 20, 21, 70 quorum not present, Sclied. 22, 70 of general meetings, r. 56, 87 memorandum of, form 29, 121 of proceedings from Court to Cliaml ers and vice versa, r. 6, 78 ADVKKTISEMEXT, memoranda of, to he tiled, r. 147. lo-i form 87, 101 of alteration in Forms in A]ip(iHli\ hy I'.oard of Trade, r. 3 77 appointment of li(|uidator, 27, r. 64, 88 ' * ' form 36, 13a intended call, form 60, 1 18 meeting of committee of inspeciion, form 55, 1 |(i notice summoning meetings of creditors and contributories, .Sdied. 2 68 order to wind up companj', r. 41, 85 ' petition to wind up company, r 34, 84 form 16, IKi See also (!.\zktii:, Nipth.k. ADMISSION of proof of debts by liijuidator, 3."., rr. 110 payment of costs of, rr. 29, 31, 82, 83 of company, power of liquidator to obtain pos.ses.sion of eoini.anv's i.ropertv m the Ininds of, 34, r. 91, 92 ' . i i - .' of liquidator or member of Committee of Inspection may not make profit from dealing with company's assets, 32, rr. 156, 158 101 I'or the explanation of the references, see p. 201. INDEX. '-^^^ ALTEKATION ill forms in Ai'neiiaix ti) tlu' lvuh'~, r.d,// menioraiidum of associ..tiou uv Ducd ot ^ctllcincnt, lo-lb AMHXDMEXTS, cliairmau l"iiiii(iI iflusc to [lut, ISo 'from Uoard of 'IVadr, time foi', r. 170, l!• liquidator, ]irocedure, rr. 4,5, 77, 7.^ in case of rejection of proof, r. 111, H^ iiroeeduie on, r. 118, '•••J costs of, r. 121, '.«; Otficial Receiver, time for, 2:3. r. 170, 1imJ_ l.rocedure, rr. 4, 5, it, t>^ as to costs incurred in iircpiinng compnny s state- ment of aindrs, 7 (4), f'O -, , c o ' as to admission or rejection ol proofs, r. 115, Oo costs of, r. 121,!>t3 e:ilargemcnt of time lor, r. 176, 1"7 A.rrEAKANCF, , ir,^ , • of li(iuidatoi personally wlieu re(ium d, 174, l"*'^ parties at winding-up proceedings, r. 173, lOb costs of, r. 173, 10(5 AlTLICATIoX , , \ QT <-,• of Companies Winding up Act, 1/, note (c), di, I'J of Directors' Liability Act, 2 to 15oard of Trade by liquidator for release, tonn 79, !•''_' for payment of unclaimed assets, rr. 13^, Id^, .'•' for special bank account, 11 (3), :>■>, r. 82, ^l, foini 4o, 1-3S to invest companies money, 17, '>•', Y. 134, 9!' to Court how made, rr. 4, 5, 6, 7 7, 7S by lioard of Trade to get in unclaimed assets, r. LOU, .»•' creditor or contributorv, as to exercise of li(]uidator's powers 33, 12(3), 56 ^^ liquidator for directions, 37, 23 (3), t>;J __ person aggrieved with liquidator's decision, 3/, 24, b3 to admit or reject ]>roofs, 36, r. 118, 9Q appoint lic|uidator, 6 (1), 48 committee of inspection, 6 (1), 48 special manager, 5 (1), i8, r. 42, 85 contirm alterations ill memorandum of association, M.A., 1 (1;, 14 enforce payment of a call, 35, r. 95, !'4 examine liquidator concerning winding up, 25, 63 how made, r. 171, 106 . punish for contempt jiersoiis untruthfully re]u-esenting tlinnselves to be creditors or contriliutories, 7 (6), 50, 15 (1), i>S sanction a call, must be l)y summons, 3f», r. 93, 94 set aside improper sale of company's assets, r. 156, 154^ take proceedings against directors for misfeasance, 10, .j4, r. 5, 78, rr. 78,79; 91 vary list of contributories, 33, r. 87, 92 For tbc explanation of iLc leferoiiccs. ^ce p. 20l. '20 1 INDEX. Al'lNdNTJIKNT of Coiiuiiitlcc of Iiispoction, 2:3, 6, -iS of ])eison to fill vacancy in, '2i, 9 (7), 53 Inspector General in Coni]ianii>s Linnidation, 170 J.i(|ui(lator, 20, 6, 4S, rr. 63—66, 88 notice and ailvertiscnicnt nf, 27, r. 64, 88 form 36, 1 :'..'> order of, form 34, I'M niles as to n.sc nf pnixit's in votiiii,' for, Sdicd., 18, 24, I'O, 70 Official Receiver, 20, 4 (2), -17. r. 162, ]0.') order of Board of Trade as to, 171 Dfllcial Kecciver to be receiver lor creditors, 2:?, 4 (6), IS Itersons to act for Olficial Receiver, 2(i, r. 166, 10") Provisional Liqnidator, 20, 4 (1), 4 (5), 47, r. 32, 83 order, fonii 21, 118 Sl>ecial ilanasi^cr, 23, 5, 48, r. 42, 85. Sec Si'Kcl.vi, Managf.i:. sliortliand writer, r. 16, 7'.' f.nin 5, 111 AllKANCKMKNTS, power of liquidator to make, witli creditors or contrilmtories, 32 ASSETS OF COMPAXV, collection of, powers of liiiuidator in relation to, 31, rr. 89 -91, 02 costs ])ayal)le out of, r. 31, 82. See Costs. distriliution of, power of li([uidator as to, 32, rr. 89—91, '-'2 liquidator may imt make proiit out of, -'rl. r. 157, I'M imreliase, r. 156, 101 members of tbe committee of inspection mav not make ]uofit out of, 2.5, 32, r. 158, 104 _ nii.sapplicatiou of, proceedings against ];ersons i^iiiltv of, 22, 10, 54 liow taken, r. 5, 78, rr. 78, 79, '.M none, Oflicial Receiver need incur no exjiensi-, ■J2, r. 167, 10.'> particulars of, to be stated in romjiany'.s statement of affairs, 21 power of liipiidator to sell, 32 lioriow on security of, 32 unclaimed, in Lands of liiiuidator, how dealt with, 29, 15, 58, r. 128, 98, 176. See Uxci.AiMED Assets. when deemed under litpiidator's control, r. 133, 99 nllidavits, verifying account of, form 82, 100 ASSISTANT Ollicial Receivers may be appointed by IJoard of Trade. 20, r. 165, li"'7 ASSOCIATIOX, MKMORAXDl'.M OF, power to change, 13 — 10 when changed nmst l)e sent to registrar of Joint Stock Companies, M. A., 2, 10 ATTEXDANCi:, default of, of person ordered for examination, r. 76, 00 riglit of, at examination of directors and others, 8 (4), 8 (5), 51 at winding-up proceedings, r. 173, 106 costs of, r. 173, 100 AUCTIOXEER emiiloyed by liquidator, liipiidator resjionsible for monies received bv, 32, r. 142, 101 payment of costs of, rr. 27, 29, 81, 82 taxation of ccsts of, r. 29, 82. Sec Taxation'. For the explanation of the references, see p. 201. INDEX. 205 AUDIT, of accounts of Board of Traili', 28, >>■'> of Li(|uidators, liy Board of Trade, 30, 20, CO, CI, r. 136, TOO. See Accouxrs. by Committee of Insjieetiou. 25, 30, r. 135, 100 certiticate of, form 76, 158 BANK OF ENGLAND, lifjuidator to pay inouies into, unles.s otlierwi.ss authorised, 29, H (2), 55 jjaymeuts out of, r. 80, 91 BANKER, liquidator may obtain property in tlie liands of a, 34, r. 91, 92 form of notice relating thereto, form 53, 111 BANKRUPTCY, of contributory, licjuidator may prove in, for ilcbt.s due to company, 32 of member of committee of inspection, 21, 9 (5), -''3 BELIEF, in action of deceit at common Law, is a defence, 1 reasonable grounds for not necessary, 1, 6, note («i) necessity for under Directors' Liability Act, 6, D. L. 3 (1), 10, 11 BILL OF COSTS. See Costs. BILLS OF EXCHANGE, must be produced before proof can be admitted, r. 107, 95 power of li(juidator to draw, in name of company, 32 votes by creditors holding, Sehed. 9, C8 BOARD OF TRADE, general position of, under Companies Winding up Act, 20 accounts of, audit of, 28 (2), Co appeals from. See AprEALs. procedure, rr. 4, 5, 77, 78 application by, to examine persons on oath as to winding up, 25, G3 how made, r. 171, 1"C to get in unclaimed assets, r. 130, 99 application to, to authorise special Bank account, r. 82, 91, form 43 13S for payment of unchunied assets, rr. 132, 133, 99 appointment of Official Receiver by, 20, 4 (2), 47, r, 162, 1U5, 171 person to act as Official Receiver liv, 20 additional officers, 27, C4, r. 166, 105 orders of Board of Traile as to, 170, 171 audit of liquidator's accounts l)y, 20, CO, r. 136, 100 committee of inspection, if none Board may exercise powers, 9 (9), 54 official receiver may exercise powers, on behalf of Board, r. 170, lOtj control over liipiiilator exercised by, 37, 25, 63 how exercised, r, 171, 106 forms in Appendix to rules, alterations by, r. 3, 77 investment of companies' monies by 16, 17, 59, 60, r. 134, 99 local investigation of liquidator's books by, 31, 25 (3), 64 monies received bv, to be paid to Companies' Liquidation Account 11(1), 55 notice to, for obtaining interest on company's money, 18, 60 notices to be gazetted b}', r. 152, 103 officers of, may act as Official Receivers, wdien, 21. r. 166, 105 Official Receiver, when li(pudator, to account to, 30, r. 163 105 For the explanation of the references, see p. 201. 20r) INDI.X. i;i>.\]fD OF TKADK— .■.-,(/;,/ ///y/. orilor of, aii)iniiitin.i^ Iiis|ieft liiiiuiilaiioii. 170 as to Ofliiial liccivi'is, 171 as to stati'iiR-iits ((iiircniiiij^ pt-mliiii^ li(jui(l:iti1' I'UUO]', ill actions under fj 3 of Dircctoi's Liability Act, 1, i.oti' 'D, ;", C lUSIXKSS, liipiidator carrying on of coni)>any, must keep .separate tiading account, ."in, r. 137, li'O, foini 80, IGO, 172 may not make profit out of jiuicdia.M's for puiposcs of, r, 157, 104 l)0\ver to carry on, 31, 12 (1), •"'<> of company, may he changed, .M. A. 1 (5), l.'^ .■-pccial maiiiiger of, maybe ajipointed, when, 5 (1), 4S. See Sii.cial Man.\<;ei!. I'or the explahalioii of tiie references, see p. 201, JNI.KX. 207 powtT of li(|iii7, r. 92, 9o witli sanction of Court if no Conunittee of lns|)i'(tion, 85, r. 93, ^'A sanction how olitaiiiud, r. 93, !U forms 58-62, 147, 118 of coniniittee of inspection, :jr>, r. 92, ^'-'i sanction how obtained, r. 92, '•*-j forms 54—57, U'J iiayment of, how enforced, 35, r. 95, 91 forms 63—65, Hit, 150 service of notice of, r. 94, 01 forms 57, Ht!, 60, 118 CAPITAL, mortgage of uncalled, ISO expenditure of, on change in Memoramlum of Association, ^l. A. 1 (4), 1-5 not exceeding £10,00(1, company may be wound up in County Court, 1 (3), 44, 16(3, and note [a) ' CASH BOOK, audit of, by Committee of lusiiection, r. 135, 100 Board of Trade, r. 136, KiO to be kei>t by li(pi!dator, ;!(i, r. 144, 101 contents of, rr. 137, 144, lOO, 101 to be submitted to committee of insiicrtion, r. 144, li>l CERTIFICATE, of Board of Trade to be received in evidence, 30, CO committee of inspection, audit of li(piidator's accounts, form 76, loS for investment of funis, r. 134, !'!' forar 84, 101 due .security being given by li(piidator or s]iccial managci-, r. 67, SO form 35, 1-35 employment, on taxation, r. 29, S2 extension of time for submitting statement of affairs, r, 59, S7 li(|uidaror of linai .settlement of list of contributories, form 47, 110 title to unclaimed a.ssets, 29, 15 (5), 58, r. 132, 'Jll postage of notices, form 28, 121 registration of altered memorandum of association, il. A. 2, ItJ taxation of bill of costs, r. 27, SI form 10,112 CHAIRM.AN, of tir.st meetings, minutes of proceedings to be drawn up and signed by, Sched. 23, 70 Otlicial Receiver or person nominated by him to be, Sched. 5, tiS form nominating deputy, form 25, 120 power to adjourn meeting, Sched. 20, 22, 7 CLAIMS. ot Luni]iany, jiowur "t lii(uiS applications by, to Board of Tiado, as to investment of fnnds, 17, '.1». r. 134, 'M\ r..iiiis83, 84, 161 for Special 15ank Account, 11 (3), :-•'', r. 82, ;»1, form 43, 138 apjioiiitment of, 23, 6, 4S contnd over liciuidator, 2r>, 23 (1), 3 members of, who may be, 21, 9 (1), /J2 may not derive prolit out of winding uji, r. 158, 104 resignation or removal of, 24, 9 (4), 9 (5), 9 (6), r»3 disabilities of, as regards dealings with (■om[>anies' assets, 25, 32, r. 156, 101 ■ jiaynients to, under sanrtion of Court, r. 160, 101 meetings of, summoning, 21. 9 (2), 53 (|norum of, what is, 21 right to inspect liassing of tlie Directois' Lialtilit\- Art. posit i(Mi of directors of, 5 ; I). L. 3 (3), 12 failure of, Otlicial Receiver reports as to, 22, 8 (1), 5i) name of, liquidator's power to take proceedings in, 31 execute deeds, I'tc. in, 32 officers guiltv of misfeasance, kc, jiroceedings against^ 22, 10, 51, r. 5, 78, rr. 78, 79, 91 power to change nunnoranduni of association of, 13 — 16 ]iromotion of, Olliciai Ree-iver reports as to, 22, 8, 50, 51 For the explanation of tlie references, see p. 201, INDEX. 209 COM FAN Y—eunf.in ucd. property of, power of lii|uidator to sell, 32 service of writs on, 182 statement of affairs of, 21, 7, 49. See also Statement of Affairs. by whom prcpavetl, 7 (2), 49 contents of, 7 (1), 49 form 33, 124 c(; gcq. costs of preparation, 7 (4), 50 time for submitting, 7 (3), 49 penalty for not preparing, 7 (5), 50 for improperly obtaining inspection of, 7 (6), 50 what are included in Directors' Liability Act, 2 what, are subject to Companies Winding up Act, 17 whether a person within § 3 of Directors' Liability Act, 4, note (A) COMPETENCE, of expert, directors must believe in, to escape liability for statements of, 6 ; D. L. 3 (1) (b), 11 COMPROMLSE, power of liijuidator to, with creditors or contributories, 32 CONCLUSION, of lirpiidation, what is, r. 126, 98 CONTEMPT OF COURT, by pei'sons untruthfullv stating themselves to be creditors or coutiibutories, "22, 31, 7(6), 50, 15(1), 58 persons refusing to answer fpiestions, r. 17, 80 CONTRIBUTION, under section 5 of the Directors' Liability Act, 8, 12 CONTRIBUTORIES, bankru])t, liiiuidator may prove against, for debt due to company, 32 compromises with, power of liquidlitor to make, 32 control over liquidator by, 37, 23, (52 deceased, power of liepiidator to take out letters of administration to, 32 ditferences between, and creditors settled by the Court, 23, 24, 6 (4), 49, 9 (1), 53 inspection, rights of. See Inspection'. list of, suuimary of rules concerning, 33, 34. See List of Contuibu- TORIE.S. may apply to Court as to exercise by liquidator of his powers, 33, 12 (3), 56 to take proceedings against directors and others for misfeasance, 10, 54 attend public examination of directors, and ethers, 8 (5), 51 meetings of, in winding up, first meeting, notice of, r. 43, 85 forms 23, 24, 119 proceedings at, 23, 6, 49 rules governing Sched. 67, rr. 43-46, 85, 86 summoning of, 21, 6, 48. See also Fiust Meetings. general, rules governing, rr. 47—57, 86, 87. See Geneuaf, Meetings. may be summoned by liquidator, 33, 37, 23 (2), 62 notice of liquidator's application for release to be sent to, r. 148, 102 form 78, 159 persons untruthfully stating themselves to be, 22, 7 (6), 50, 15 (1), 58 property of conqiany in possession of, liquidator's power to obtain, 34 r. 91, 92 form 53, 144 For the explanation of the references, see p. 201. L.C.S. 210 INPEX. suumuiiy (jf liiiuidatur's accounts to bo sent to, 30, 20 (5), 01 .stutcnient of iiHaiis to be sent to, 21, Sched. 3, Oi votes at meetings. See PiioXY. ^'(JTI;s. copy, ilirectovs" liubilitv for statements contained in, of an cxix'Vfs rciioit, G ; ]). L. 3 (1) (b), 11 of a i)ublic ollifial ilocument, 6 ; 1). ],. 3 (1) (c), 11 of liquidator's account to be fib'd in Court, 'M, r. 138, 100^ of order to wind ui) to be sent to Ollicial Iteeeivcr, r. 39, N'l order ai)jiointinf,' sjiecial manaj^'cr to bo sent to linard uf 'J'radc, r. 42, bii of petition to be furni^lied to creditor and coiitributory, r. 37, ^-t of losolutions to be sent to chief clerk or registra--, r. 54, »7 COSTS, applications in winding,' up for allowance ol, r. 26, 81 indemnity against, under section 4 of the Directors' Liability Act, 8, 12 occasioned by using forms otlier tliun those in the Apjiendix to the Kules, r. 3, 77 of api)eal respecting the admission or rejection of proofs, 35, r. 121, 90 attending proceedings in winding up, r. 173, lOtl conlirining alterations in the mcniurandum of association, M. A. 1 (3),"l5 obtaining sanction of ('(jurt to purchase of com]>any's assets, &c., by liipiidator or committee of inspection, r. 159, 104 Ollicial Receiver, to be jtaid by liquidator, r. 161, 101 persons summoned for public examination, 8 (7), 52 prejiaring company's statement of ailair-j, 7 (4), 50, r. 62, 88 ],roof of debts, r. 101, yi shorthand writer, r. 16, 80 suiiinKUiin;; meetings of creditors and eontiibutoiics, r. 51, 86 payable out oif assets of company, r. 31, 82 ]triority of, in winding u]), r. 31, «2 register of liills of. taxeil, r. 28, 81 forms 9,11, 112, 113 taxation of, rr. 22—30, 81. Sec Taxation-. COUXTY cour.T, jurisdiction of, in winding up companies, 19, 1, 44, 45 metropolitan, in Chancery Division, Itjtj, note (") order of Lord Chancellor as to, lt;tj may state special case for opinion of lli.ijh Court, 20. 3 (3), 40 Official Receivers of, order of IJjard of Trade as to, 171 jn'oceedings in, general title of, form 2, 110 service and execution of process in, r. 20, 80 time and place of sittings, rr. 18, 19, 80 transfer of pending business when County Court is excluded from jnrisdic tion, r. 15, 79 COUbT, adjournment to from Chambers and vice lersi, r. 6, 78 ajipeals to. See Ai'I'KALs. applications to. See Al'l'i-icATiux. appointment of, committee of inspection by, 6, 48 liipiidator by, 6, 48, r. 63, 88 receiver by, 4 (6), 48 special manager by, 5, 48, r. 42, 85 confirmation by, oi' changes in memorandum of association, 'M. A 1, 14, 15 contempt of. See Cdntemi-t ok C«i'.kt. control over liquidator by, 37, 23 (3), 24, 03 For the explanation of the references, see p. 201, INDEX. 211 COVl\T—coHlinHe, rr. 150, 151, 103 forms 88, 89, U;r> power of, to dei>ri\c liipiidator of his remuneration, 28, Schcd. 18, 69 detcnniue li(|uidator's remuneration, 23 special mana(;er's remuneration, 5 (3), 48 direct public examination of directors and others, 22, 8, "'1 reverse or modify decision of li([uidator, 24, 03 res])eetiiig proof of del)t, 30, r. Ill, 95 vary list of contributories, 33, r. 87, 92 powers of, under the C'oiniuinies Act, 1802, how far exercised by the liquidator, 12, 50, 13, 57 proceedings to be taken in, rr. 4, 5, 6, 77, 78 reports to, by Otiicial Receiver, 21, 8, 50, rr. 69—71, 89 sanction of, when re([uired by licpiidator, 31,. 35, 12, 50, 13, 57 seal of, xi sittings of, rr. 18, 19, 80 transfer of proceedings, 20, 3, 46, rr. 8—15, 78, 79 wrong, proceedings in, not invalMated, 19, 20, 1 (7), 45. See also County CouuT, IIich Court, Pai,.vtinf, Cour/r, SrANN'AUiES Coui;t. CREDITORS, compromises with, power of liquidator to mak?, 32 control over liquidator by, 37, 23, 02 Court regards, in confirming changes in a memorandum of association, M. A. 1 (2), 1 (4), 14, 15 differences between and contributories settled by the Court, 23, 24, 6 (1), 49, 9 (1), 53 inspection, rights of. Soe Ixspeltion'. may apply to Court as to exercise of liquidator's powers, 33, 12 (3), 56 as to proceedings against ilirectors and others for misfeasance, 10, 54 attend examination of directors, and others, 8 (5), 51 meetings of, in winding up, first meeting, notice of, r. 43, 85 forms 22, 118, 24, 119 proceedings at, 23, 6, 49 rules governing Sched., 07, rr. 43-46, 85, 86 summoning of, 21, 6, 41. See Fiiisr MEEXixiis. general, rules governing, rr. 47—57, 80, 87. See Gexeiial Meetin'cjs. may be summoned by liquidator to ascertain wishes, 33, 37, 23 (2), 02 notice of li((uidator"s intention to apply for release must be sent to, r. 148, 102 form 78, 159 persons untruthfully stating themselves to be, in contempt, 22, 7 (6), 50, 15 (1), 58 petition to wind up company by, ibrm 13, 114 proof of debts by, 33, 30. See PiiooF of Debts. receiver for, Offiiual Receiver may be appointed, 23, 4 (6), 43 irregularity need not make appointment invalid, r. 177, 107 secured, power to purchase security of, 30, Sched. 10, 08 summary of li([uiilator s accounts to be sent to, 30, 20 (5), 61 statement of affairs to be sent to^ 21, Sched. 3, 68 voting at meetings. See Proxy. Votes, DAMAGES, indemnity against, under § 4 of Directors' Liability Act, 7, 8, 12 measure of, in actions under § 3 of Directors' Liability Act, 4, note (F.x. DEATH, ^, of li«inidator, a|nioiutmout of now, on, r. 65, 83 PEBENTITKE, does not rer|\ure vcflistintion as I'.ill of !>aU>, ISl _ _ holders of, i-ntitled t.) iiotic- uf clianj^u in Munioiandiuii of Association, M. A. 1 (1), 1 i receiver for, Dllicial Rccoivor may Ijc appointed, 23, 4 (6), 48 arc ereditois witliiii Joint Stock Arrangement Act, 1870, 194 liability for nntnie statement in jirusi-ectiis inviting subseriiition for, 3 ; D. L. 3, 10 nntnre of, 181 position of directors of n company wliicli Ims issued, lieloro eonimeiice- ment of Directors' Liability Act, 5 ; D. L. 3 (3), 12 DEBENTURE STOCK, liability for untrne statement in prosjicctns inviting subscription for, 3, ft wr/. ; D. L. 3, 10 wlu-tber, is indnded in § 3 (3), of Directors' Liability Act, 5, note (/) holders of, entitled to notice of change in Memorandnni of Association, M. A. 1 (1), H DEBTS, proof of, 35, rr. 96-109, 94, 9'.. See Pr.ooK of DKirrs. wlieie jieriodical ]iayniciits, r. 103, 94 due at future time, r. 105, 9.') contingent, what are. tl8, note (/() of unascertained value, what are, 68, note (/<) niili((uidated, what are, 68, note (//) voters in respect of, Sched. 7 d $'''j., 08, 69. See also YuTES. DEED OF SETTLEMENT, jiowor to change, 13 — 16 wlien changed must be sent to Registrar of Joint Stock Companies, M. A. 2,16 meaning of, in Companies Menioraiuluin ot Association An, M. A. 3 (3), 16 DEEDS, liquidator's power to execute, in name of company, 32 DEFAULT, in attending for public examination, r. 76, 90 in furnishing the company's statement of affairs, r. 61, 88 DEFECT. See Iuue<;ui,.vuity, DEFENCES under § 3 of Directors' Liability Act, 1890, 5—7, 10, 11 DEPUTY Ollieial Receiver may be appointed by Board of Trade, 20, r. 162, 10.'. DIFFERENCES, lietween creditors and contiibiitorics settled bv the Court, 23, 21, 6 (I), 49, 9 (1), .03 DIRECTORS, ])ersons named as in pro.spectus, liability of, 4 : D. L. 3 (1), 10, 11 jiosition of, under Directors' Liability Act are priind faeic lialile for untrue statements in a prospectus 4 ; I). L. 3 (1), 10, 11 contribution under § 5, S, 12 defences to an action under § 3, ."), 6, 7, 10, 11 indemnity under g 4, 8, 12 of companies existing before the commencement of the act, L ; D. L. 3 (3), 12 to what companies act applies, 2 For the explanation of the references, s;;c p, 201. INDEX. 2ia mB'ECTORS—conttnurd. cq «o preparation of comiiany's .statement of affairs by, 7 (2), 40, rr. 5«- OZ. 87,88. See Statement OF AFFAir.s, proceeding against for misfeasance, &c., 22, 10, 54, r. 5, 78, rr. 78, 79,91 form 42, 137 public examination of, in winding up, 22, 8, ol, rr. 72-77, ''0 DIRECTORS' LIABILITY ACT, 1890. application of, 2, 2, 10 action under § 3, of burden of ]n'oof in, 5 defences under, 5 — 7 grounds for, 3, 4 object of, 4 persons jtrimd facie lial)le to, 4 contribution under § 5 of, 8, 12 indemnity under § 6 of, 7, 12 , promoters, position of under, 9 DISCOUNT, to be deducted on proof of debts, r. 102, 94 DISTRIBUTION, of assets of company, powers of lii]Uidator as to, rr. 8D — 91, 92 DISTRICT, of County Court excluded from jurisdiction in winding \\\\, 1 (5), 45 orders as to, 166 of metropolitan Courts attached to High Court, 166, note {a) DISABILITIES, of liquidator in dealing witli assets of the company, rr. 156, 157, 104 members of committee of inspection, r. 158, 104 DIVIDEND, notice of intended, to be siven, r. 122, 96, declaration of, r. 122 (3), 97 forms 69, 70, 153, 72, 155 statement of in li(|uidator's account, 173 DOCUMENT, liability for statements on autliority of public otticial, 6 ; D. L. 3 (1) (c), 11 ENGINEER, liability for statements made on authority of, 6 ; D. L. 3 (1) (b), U EVIDENCE, answers given in public examination may be used as, 8 (7), 52 of fraud, absence of reasonable grounds for belief, 1, 2 carelessness in making statement, 2 of regularity of alterations in memorandum of association, M. A. 2, 16 documents, kc, signed by Board of Trade to be received in, 30, 66 shorthand notes of, r. 17, 79 forms 7, 8, 111, 112 EXAMINATION, of directors, and others, 22, 8, 51. See Public Examin.vtIox. in proceedings for misfeasance, summons for, form 42, 137 of liquidator and others at instance of Board of Trade, 25 (2), 63 For the explanation of the references, see p. 201, ■'^14 INDEX. p:XAMINATION-'fo)(/niim'. notes of, r. 16, 7'.' to lir tiliMl, r. 77, '.'0 fonii.s7, 8, 111, n -2 liersoii refusing,' to answer tiiustions, punisliniont of, r. 17, ?0 failing t(. ;ittrnial)ility Act, D. L. 4, 12 rcsponsilnlitv fur statements made on autliority of, G; 1). T,., 3 (1) (b). 11 belief in cMnpetcnce of, necessary to escape, C ; J). L. 3 (1) (b), 11 EXTRACT, liabilits for what purparts to lie an, from public ollicial document t! ; D. L. 3 (1) (c), 11 from report of expert, 6 ; D. L. (3) (1) (b), 11 FAILUIJE, of company, Oiricial Receiver's report as to, 22, 8, 50 FEES, under Companies Wiiiding up Act, how lixed, 26 (4), '31 order of the Lord Chancellor, as to. 167—170 FILINC, documents requiring, 102, note (c) duty of Ofhcial Receiver, as to, r. 146, 102 FIRST MEETINGS, of creditors and contrilmtories in winding up ])roceeilings at, '2'-'>, 6, -IS rules regulating Sched., 67, rr. 43—46, S'>, 86 adjournment of Sched., 20, 21, 22, 70 memorandum of, form 29, 121 proceedings at, form 30, 122 chairman at, Sclied.. 5, 08 authority to act as, r, 52, 86, form 25, 120 powers of, Sclied., 11, 6'J, 20, 70 minutes of, Sclu'd., 23, 70 notice of, Sche.l., 2, 3, >'>^, r 43, 85 to 15oard ofTradi', r. 44, 86 contributorics, r. 46, 86 form 23, 119 creditors, r. 46, 86 form 22, 118 directors of the companv, r. 43, 8,5 form 24, 119 r|uonnn, necessary, Sched., 21, 70 plaie for, Sched., 4, 68 proof of debts for voting at, Sched.. 6-11, 68, 09 jiroxy, rules for voting by, Sched., 12-19, 24, 69, 70 timc'for, Sched., 1, 67, r. 45, f^i'> voting at, Sched., 6—9, 6>^, 24, 70 FORMS, nlpliabetical list of in Appendix to rules, 108, 109 in Appendix to be used, r. 3, 77 power ofRoard of Traile to alter, r. 3, 77 For the explanation of the references, see p. 201. FRAUD, action for damnf^us for, at coiiiinon law, 1, 2 ground for revoking,' li([nidator's release, 38, 22 (3), 02 in promotion of coini)any, may be reported tc Court, 8, 50 not mentioned in Directors' Liability Act, 3, note (d) FUNDS, investment of, at request of committee of inspection, r. 134 99 form 84, 161 sale of, r. 134, 100 form 83,161 unclaimed. Sec UNcr.AiMFJt Assets. Sec also Assets: PKorEUTY. GARNISHEE ORDER, person who has obtained, against a company, not entitled to present a winding-up petition, 191 GAZETTE, notices which require insertion in, 103, note (c/) duty of Board of Trade to, 152, 103 forms 86, 162 GENERAL MEETINGS, of creditors and contributories, rr. 47—57, ^Q adjournment of, r. 56, 8? chairman of, r. 52, 86 copies of resolutions ])assed at, to be sent to chief clerk, r. 54, 87 costs of calling, r. 51, 86 list of creditors present, form 31, 122 notice to be given of, rr 46, 48, 86 proof of notice of, r. 50, 86 quorum at, r. 57, 87 report as to result, form 32, 122 resolutions of to be entered in Record Book, r. 143, 101 votes at, r. 53, 87 when to be called, r. 47, 86 HIGH BAILIFF, of County Court, duties of, r. 20, SO HIGH COURT, appeal to, as to liquidator's release, 38, 22 (1), 61 case for opinion of, 20, 3 (3), 46 jurisdiction of, in winding up of companies, 18, 19, 1, 44, 4d districts of metrojiolitan County Courts attached to, 166 by whom exercised, 2, 45, 46, 166 in cases of transfer, r. 8, 78 procedure of, in winding up, 18, r. 4, 77, r. 178, 107 proceedings, general title of, form 1, 110 INDEMNITY, under § 4 of the Directors' Liability Act, 12 extent of, 8 persons entitled to, 7 persons liable to give, 7 INFANT, may not be appointed general or speciitl pfoxy, r. 123, 97 For the explanation of the referencesj see p. 201. 210 INDEX. IXSl'KCTIOX, li^lit of creditors ami coiitiilnitoiics to iiisiKct coiniuiny's stateiiu'iit of atlaiis, 7 (6), 50 copy of li(|uklatoi's accounts, yo, 20 (4), 01 li'iuidator's books, 30, 21, (31 li'lui. 8 (7), 52 iiyht of comiiiitt.'c of, as to liiiuidatoi's books, 30, r. 144, lUl INSl'KCTOK-GKXKRAL. in LOiii]iaiiius' limiidation, 170 INTEREST, wlieii company is entitled to, on bal.ince at l)ank, 30, 18, t>0 liquidator to pay on monies improperly retained bvliim, -I'-K 11 (4), 55 on investment of monies standing to general account, 16 (3), 5tt iiarticular areonnts, 17(3), 60 proof for, r. 104, do ' IXVESTK.IATIOX, of li.|uidator's books, Koard of Trade may order local, 31, 25 (3), 64 INVESTMENT, of conii)anie.s monies. -J"), 16, 5'.>, r. 134, 9'J forms 83, 84, Itll interest upon, 16 (3), ■'>'•', 17 (3), 6ii IRREGUEAKITY, in appointment, does not invalidate acts done bond Jidc, in ease of committee of insjjection, 23, r. 177, 107 liquidator, 27, r. 177, 107 receiver, r. 177, 107 l)roceedings taken in wrong Court not invalid. ite 1, 1 (7), 45 in form not to invalidate proceedings, r. 177, 10/ what is, 107, not", [l] J L'RIS DICTION, Courts having, in winding up, 18, 19, 1, 44, 45 orders of Lord Chancellor as to, Itje LETTERS 01' ADMINISTRATION, l>o\ver of li.[uidator to take out, to a deceased contributory, 32 LETTERS PATENT, f not within the Companies Memorandum of Association Act, 3 (3), 10 LKjLlDAToR, general position of, 25 — 38 accounts of, 31, 20, 60, rr. 135—142, 100. Sec Accounts. agent, employment of, by, 2it, 12 (4), 56 costs of, r. 31, 83 taxation of costs of, r. 29, 82 appeals from, to Court, procrilure, rr. 4, 5, 77, 78 ni)plication to Court by, for directions, 37. 23 (3), 63 appointment of, 26, 6, 48, rr. 63—66, 88 advertisement of. fortn 36, 13.T may not act until he lias iiotilied his, 4 (3), 17 order appointing,', r. 63 (5), form 34, 134 rules as to proxies in voting for, Sched., 18, 69, 24, 70 For the explanation of the jcfereuces, see p. 20L INDEX. 217 LIQUIDATOR -co/(///Hmv'. booksof, 31, 21, 6l,rr, 143 144, 101 local investigation ot, by ISoard ot Irade, -Jl, 25 (3), b4 certificate of, of title to nnclaimed assets, 29, 15 (5), 58, r. 132, 'J'J control over, by Board of Trade, 37. 25, «3_ _ _ connnittee of inspection, 2y, 12, ;jL\ Id, ;w, 2d (!;» "- contributories and creditors, 37. 23 (1), 62 court, 37, 12, r.ti, 13, 57, 24, 03 death of, vacancy how tilled, r. 65, ^^S disability of, in dealing with coniiwny s assets, rr. 156—159, HH partner of, rr. 156-159, 101 duties with regard to collection and distribution of assets, rr. 89—91, 92 committee of inspection, 9, 53, 51 list of contributories, rr. 83—88, 1)1, 92 monies of company may claim interest on, when, 18, 60 liow dealt with by, 29, 11, 55 improper retention of, 29, 11 (4), 55 proof of debts, rr. 110—121, 95 information to Official Keceiver to be given by, 21, 4 (3), 17 Official Keceiver to account to, 23, r_. 168,_105 act as, if imne, 27, 4, 47 give up possession to, r. 161, lUl pending liquidations, statements by, in, 172 — 176 petition to be served on, when, r. 35, iil for taxation, r. 24, SI of jiroofs, time for, r. 108, i''> LONDON DLSTRICT, jurisdiction of County Courts in, mm in Clianccvy Division, 10(3 note (V/) LOi;D CHANCKLLOJ!, power to exclude County Couft from jurisdiction in winding uji, 1 (5), 45 order as to, 1G6 determine who slinll exercise juiisdictioii in High Court, 2, 4;', 46 order as to, 1(36 transfer proeee3 now calculated, 24 MANAGEU. Sec Sckciai, Manacek. MANCHESTER, district registry, ]iclitions in, r. 179, 107 MEETINGS, of creditors and contril)Ulories in winding U|i iirst, summoning of, 21, 6, 48 notice of, r. 43, So ])roceedings at, 23, 6, 4S rules governing, 6 (2), 40, Sclied., G7 el scq., rr. 43-46, 85, ^Q. Sec also FiKsrMKKTiNcs. general meeting. See Genkijai, Mkhtincs. rules governing, rr. 47 — 57, 8(>, 87 may give directions to liipiidator, 23 (1), t;2 may be summoned liy ]i(iuidator, to asceitain wishes, 33, 23 (2), G3 power to remove memlier of committee of insjicctiun, 9 (6), 53 a]i]ioint member of committee of inspectflm, 9 (7), 53 resolutions of, to be entered in Record Hook, r. 143, 101 summoning of, 23 (2), <')3 of committee of inspection, 24, 9 (2), 53 For the explanation of the references, sec p. 201. INDEX. '219 MEMBERS, of colli pa ny, interests of, regarded hy Court in confinniii;^ cliangc in Mcmo- randuni of Association, M. A. 1 (4), 15 of committee of inspection. Sec Committer of Ixsi'ection. continuing members may act, 9 (8), 53 liow chosen, 23, 6, 48 may not make jirotit out of dealings witli company's assets without sanction of Court, 32, rr. 156, 158, 159, lo"^ payments to, r. 160, 101 removal of, 9 (6), 53 vacancy amongst, causes of, 9 (5), 53 ' how filled, 9 (7), 53 who may be, 23, 9 (1), 52 See also Contiiiiu'toi!Ies. MEMOP.ANDUJl OF ASSOCIATION, power to change, 13 — 16 wlieii changed must be sent to Registrar of Joint Stock Companies, JI. A. 2, 16 MINUTES, of meetings to be entered in Record Book, 30, 21, 01, r. 143, 101 signed by chairman, Sched., 23, 70 MISAPPLICATION of companies pro])erty, proceedings against directors and others, guilty of, 22, 10, 54 how taken, r. 5, 78, rr. 78, 79, 91, form 42, 137 MISFEASANCE, proceedings against directors and others guilty of, 22, lOj 51 how taken, r. 5, 78, rr. 78, 79, 91, form 42, 137 MISSTATEMENT. See Untrue Statement. MISTAKE. See Iitr.KoULAUiTV. MONIES, interest on companies', 18, 00 investment of companies', 25, 16, 17, 59, r. 134, 99 forms relating tliercto, forms 83, 84, 161 liijuidator's duties in respect of, 29 misapplication of companies', proceedings in respect of, 22, 10, 51 how taken, r. 5, 78, rr. 78, 79, 91 must be paid into Companies' Li(piidation account, 11 (1), 11 (2), 55 unless pavment to another account is authorised, ll (3), 55, rr. 81, 82, 91 forms 43, 44, 138 payments out of Companies' Li(juidation account, r. 80, 91 representing unclaimed assets, how elealt with, 15, 58, rr. 128 — 133, 98, 99, 176 MORTGAGE, of uncalled capital, how far valid, ISO NAME of company, liquidator's power to take proceedings in, 31, 12 (1), 56 execute documents in, 32 NO ASSETS, ■when there arc, Official Receiver need not incur expense, 22 For the explanation of the I'efciencee. see p. 201. 220 INDEX. NO KKCKII'TS, ^illKlavit of, l.y li^uiiLitur, r. 140, l"!, luiiii 77, l.">, 171 NOTES of public t'xamiuation of jtroinolfrs, diicctors, and otliois, 8 (7), '.2 to l)c liKd, r. 77, 90 sliortliaiid notes, r. 16, "'.• costs (.f, r. 31, s:! tonus 5, 6, 7, 111 XuTirK inviting persons to sulisciilie for sliares, kc. Jiiibility for untrue statements in, 8; |). I.. 3 (1), lo, 11 jiuldie, tliat prnsjici-tus was issued uitliout ((Hisriit, winu neccsfarv. 6 ; I). 1-. 3(1), 11 J. ' wliat necessary befoic clian>'iii'; Mcniorandiini of Association, M. A . 1(2), 11 by liijuidatiir reiiuiiinj;- delivery of jiropertv, r. 91, 1*2 form 53, 111 for London (Ja/rttr, lo:j, note {d). See Cazkttk. form 86, 1()2 of appointment of liipiidator to be sent to the Ib'^'istrar of Joint Stock Companies, 27. 4 (3), 17 to settle list nf cntributoiies, r. 84, !»2 foini 46, l-'i'.t to tax bill of costs, r. 23, 81 of apjdioation by a li(iuidator for liis release, 38, r. 148, 102 form 78, 159 of ajjplication for transfer of windiu'f-up i>roceedin"s, r. 10, 79 of rails, r. 92 'fsn/. «i;i " ' ' Inn. IS 54, 57, 62 of diviilcnds, r. 122, '."J forms 69, 70, 72, 1.':'. of first nu'ctinfjs, Sc1i,m1., 2, 6S, rr. 43 46, 85 forms 22, 23, 24, 118 of general meetings, rr. 48, 49, 8(5 form 26, 120 of order to wind up, r. 41, 8.") form (for local pajjcr) 20, 117 of j)ublic examination, to creditor.s and contributories, r. 76, 00 of rejection of proof of debt, r. 1 10 form 68, ir)2 of settlement of list of contributories, 32, r. 86, 02 iorm 48, 1 12 of transfer of winding-up iirocecdings, r. 14, 02 form 4, no service of by post, r. 21, 81 certilicate of, form 28, 121 OATHS, I'.oard of Trade may examine liquidator and otliers on, concerning wiiul- ing up, 37, 25, tJ3 lifjuidator mav administer, in exercise of liis duties relating to tlie proof of debts, 3(;; r. 114, 96 0]}.1K( TS of company, power to change, 13 — 10 OFFICER of company, power of lifpiidator to obtain possession of company's property in the hands of, 34, r. 91, 92 For the explanation of tlic references, sec p. 201. IXDEX. 221 OfFlCFAl—continueJ. i of coinpauy — coiitiinial. preparation of company's statement of affairs by, 7 (2), 49, See Statkmext of Affaius. proceedings against, for misfeasance, 22, 10, T)!, r. 5, 78, rr. 78, 79,91 public examination of, 22, 8 (3), 51 of the Courts, books to be kept by, r, 150, 183 extracts from, to bo sent by, to Bjiu'I of Tr.iile, r. 151, 183 returns to be made by, 29, 65 OFFICIAL LIQUIDATOR, title abolished, 26, 4 (3), 47 monies under control of, r. 133, 99 provisions in fornaer Acts as to, apply to liquidator, 26, 4 (3), 47 OFFICIAL PERSON, ^ ^ liability for statements in prospectus made on authority of, 6 ; D. I.. 3(l)(c), 11 OFFICIAL RECEIVER, general position of under the Companies Wiudiiig-up Act, 20 ei neq. who is, 20, 4 (2), 47. rr. 162 d scq., 105 order of the lioard of Trade as to, 171 Avhere proceedings have been transferreil, r. 12, 79 accounts of, 23, r. 168, 105 appeals to Court from, 23, r. 17_O,__103 procedure in, rr. 4, 5, 77, 78 appointment of, 20, 4 (2), 47, r. 162, 105, 171 books to be kei)t by, until liiiuidator appointed, r. 143, 101 companies statement of aftaivs must be submitted to, 21, 7, 48, r.". 53 ct scq., 87, 88 deputy, 20, rr. 164, 168, 105 may use proxies held by, r. 124, 97 duties of, as to com]ianies' statement of atTairs, 7, 49, rr. 58—62, 87 filing proceedings, r. 146, 102 first meetings. See Fiiisr Meetings. fixes place for, Sched., 4, 68 time for, r. 44, 86 is chairman of, Sehcd., 5, 68. See CuAiuMAX. mav appoint deputy to be chairman of, Sched., 5, 63 may purchase creditor's security, Sched., 10, 68 notice of meeting to be given by, Sched., 2, 68 proxies may be issued by, Sched., 13, 69 to be deposited with, before meeting. Sidied., 17,69 proxy, Otticial Receiver may be ajtpointed to act as, Sched., 19, 70 summary of statement of affairs to be sent by, to creditors or contributories with notice of meeting, Sched., 3, 68 .summons meetings, 6. 48, Sched., 2, 68 to give notice of, to officers of company, r. 43, 85 general meetings, rr. 47 cf .s"'/., Sti giving notice of winding-up orders, r. 41, 8.5. See XOTICE. public examinations, rr. 73—75, 90 on transfer of proceeding-!, r. 14, 79 to liquidator when appointed, 23, r. 161, 104 •submit rei)orts to Court, 8, 50, rr. 69—77, 89 take part in examination of promoters and otlicrs, 22, 8 (4), 57 information to be given to, by liquidator, 21, 4 (3), 47 For the explanation of the references, se3 p. 2Jl. 222 INDEX. OFFICIAL nKCElV FA{—co),(inueil. is liiiui(l;it8 » . V /, , V /, to njiply to Court to take proceedings a<,'ainst directors and others for misfeasanee, 22, 10, 54, r. 5, 78, rr. 78 '/ Avy., HI to oxereisc powers of committee of insi)iTtion when none 22 r. 169, I'Hi to petition to Court to wind u]) a eomjiany which is being wound up voluntarily or under supervision, 22, 14, 57 jiroof of debts, iias same ])Ower as lifjuidator for, 3tj, r. 115, 96 not liable for costs of an ajipeal from his decision respecting, 36 r. 121, 96 provi>ional liquidator, wlien lie becomes, 26, 4 (1) (4) (5) A~ V. 32, S3 V /> V /> V /, ]iro.\ies, use of, liv. See Pkoxif.s. removal of, 21, r. 163, 105 remuneration of, 27, 64 reports to Court to 1)2 made l)y, 21. 8, 50, rr. 69 — 71 89 security not reipiired from, r. 67, 89 style of, where licpiidator, r. 66, 89 taxation of costs of, rr. 22—30, 81. See Taxatiox. ORDERS, njipointing Oflicial Receiver Trovisional Liijuidator, form 21, 113 li([uidator, form 34, 134 time for public examination, form 38 136 directing i)ublic examinati()n, form 37, 135 for ]iayment of call, form 64, 149 of lioard of Trade for speeial banking acooucit, form 43, 133 of transfer, form 3, 110 on ai)pIication to vary list of eontributories, form 52, 144 register of, to be kept, r. 145, 102, form 88, 165 sanctioning call, form 61, 148 that iiul)lic exannnation is concluded, form 40, 136 to wind up company, r. 38, 85 forms 18, 19, 116, 117 notice of, r. 41, 85 form 20, 117 service of, r. 40, 85 copies of, to be sent to Oflicial Receiver, r. 39, 85 PALATINK COURT, application of rules to, 26 (5), 64 existing ]irocedure of, r. 178, 107 jurisdiction of, in winding up, 19, 1, 4 t, 45 PARTNKK, of li(iuidator or member of committee of insiiection m ly not make jjrofit out of company's assets, 32, rr. 156—160, 104 l)erson may not use proxy to vote for remuneration of his, Relied. , 24, 70 PAYMENT. of call, how enforced, 35, r. 95, 94. See Calls. For the explanation of the references, sec p. 201, INDEX. 2£3 PENALTY, cuiiiiiany not seiuling proper documents to Rt-f^istrar on a change in Aleniorandum of Association liable to, M. A. 2 (2), 1 > for failing to attend for public examination, r. 76, IMi for not preparing the Company's statement of alfairs, 7 (5), 50 Ii(luidator, retaining company's monies in his hands, '^l*, 11 (4), 55 failing to give information of pending liijuidutions, lil, 15 (2), 58 PENDING LIQUIDATIONS, information by liquidator as to, 15, 57, r. 127, OS time -within which to be submitted, r. 127, 9S order of the Board of Trade an to, 172— 17^ PERSONS entitled to notice of cluingo in Memorandum of Association, M. A., 1 (2), li .... liable and entitled to indemnity under § 4 of Directors' Liability Act, /, 12 contribution under § 5 of Directors' Liability Act, 8, 12 . liable to public examination, 8 (3), 51 to be proceeded against for misfeasance, &c., in connection with a company.. 10, 54 prima facie liable for untrue statements in a prospectus, 4 ; D. L. 3(1), 10 vho may be re(juired to pr.'pare company's statement of alfairs, 7 (2), 49 PETITION, to confirm changes in Memorandum of Association, M. A., 1 (1), 14 to wind up comi>any, r. 33, So advertisement of, r. 34, 84 copy of, to be furnished to creditor and contiibutory, r. 37, 84 form 16, 116 Court in which it is to be presented, 1, 44, 1G6 in Liverpool and Manchester District Registries, r. 179, 107 forms of petition, forms 12, 13, 114 service of, r. 35, 84 forms 14, 15, 115 verification of, r. 36, S4 form 17, 110 by Official lleceiver, 22, 14, 57 who may present, 191 POSSESSION, liquidator's power of obtaining, of company's as^ds, 31, r. 91, 92 Oiiicial Receiver to give up,, to liquidator, 23, r. 161, 101 POST, service through, r. 21, 81 certificate of postage of notices, form 28, 121 po^YEI^s of liquidator, summary of, 31 d scq. See LiQumATOR. PRACTICE, in winding up, 18 cxisiing to continue unless altered, r. 178, 107 PRIORITY, of costs payable out of assets of company, r. 31, S3 For the explanation of the references, see p. 231, 224 iNPF.x. rROCKEDIXGS, liquidator's power to tiike, in iiaiiu' of company, ill, 12 (1), ;'G in \viMding np, attendance of linuidator ]ier.sonally at where necessary, r. 174, lOtJ of parties at, r. 173, lOtl costs of, r. 173, lOt) Jile of to l.e kej.t Ly Oflicial Itecciver, r. 146, 102 Low intituled, r. 7, 78 in Hi^h Court, r. 4, 77 in Courts other than lli^h Court, rr. 5, 6, 78 register of, in chambers to bo kejit, r. 145, 102 transfer of from one Court to another, 3, 10, rr. 8—15, 78, 79 PROFESSIOXAL CATACITV, persons aetinj; in, in preparing jjrospectus not liable therefor, D.L. ,3 (2), 12 rROMISS(.)RY NOTE, must be i)rodueed before ]iroof admitted, r. 107, 95 power of li(|uidator to make, in name of company, 32 votes by creditor holding, .Sclied., 9, (iS ATF.- PRO.MOTRR, ]irei)aration of company's statement of aflairs liy. 7 (2), 49. See St .MKNT (IF AFFAII;S. proceedings against, tor miofeasanon, 22, 10, r.l. rr. 78, 79, 91 form 42, 1:37 ]niblic examination of, 22, 8 (3), T.l rules as to, rr. 69—77, .^9 forms 37^0, lo.', imder Directors' Liability Act, liability under § ;i : 4, 1 0, 1 1 jiositiou of, 9 who is, 4 ; D. L. 3 (2), 11 THOMOTION OF COMrANIKS, ]>ersoiis taking part in, may 1)0 jiroceeded against for misfeasance, &c., 10, 54 publicly examined, 22, 8 (3), 51 recpiired to prejiare company's statement of all'airs, 7 (2), 49. See Statkmfnt of Affaths. reports by Odkial Receiver to Court as to, 22, 8, 50 PROOF OF DEP,TS, .summary of regulations concerning, 35—36 admission or rejection of, by liquidator^ rr. 110—121, 95 appeal.s on, r. Ill, i'5 costs of, r. 121, 9t) procedure on, r. 118, 9(5 •where notice of intended dividend, r. 122 (2), 97 by chairman for purjioses of voting, Sched., 11, (iit, r. 115, 9(1 time for, by Ollicial Receiver, r. 119, 9(1 licjuidator, r. 120, 9(i Official Receiver's powers as to, r. 115, 9G contents of i>roof, r. 99, 94 form 66, 151 where security held, r. 100, 94 correction of, Sched., 10, 09 costs of, r. 101, 91 creditor must ]irove before voting, Sched., 6, CS, r. 96, 94 discounts to be deducted on, r. 102, 94 expunging at instance of creditor, r. 113, 90 li(iuidator, r. 112, 96 For the explanation of the references, see p. 201. IKDEX. 225 PROOF OF TtY.BT^'—ronhinir,^. tiliiif^ of, rr. 116, 117, m interest for, 104, !^.") liquidator's {lOwer to ])rove for delits due to tlie coinpan}', 32 to fix time for, 3'), r. 108, '.»'> mode of, r. 97, 94 li(|uidator's power to purchase seeurity after jiroof, Selie 1., 10, fiS ]>nrticulars to be stated in proof for purpose of votiufj, Sclied., 8, 9, 68 jiroduction of bills of exrliange and promissory notes on, r. 107, ^5 rejection of, rr. 119-120, 9G time for lodginj;, r. 108, 95 transmission of, to liquidator, r. 109, 95 wliere payable at future time, r. 105, 95 periodical payments, r. 105, 94 workmen's wages, r. 106, 95 form 67, 152 PROPEKTY OF COMPANY. See also Arskts. liijuidator and committee of inspection may not make ^irofit from, 32, iT. 156-158, 104 misapplication of, proceedings for, 22, 10, 54, rr. 78, 79, 91 ]>ossession of, to be given to liquidator, 23, r. 161, 104 power of liquidator to borrow on security of, 32 collect and distribute, rr. 89—91, 92 sell, 32 PUUSPECTrS, liability for untrue statements in, at comiuon law, 1, 2 under Directors' Liability Act, 3 l^ersons who have authorised tlie issue of, liability for untrue statements in, 4 ef srq. ; D. L., 3 (1), 10, ll to give indejnnity, 7, D. L., 4, 12 to contribute, 8,"D. L., 5, 12 professional advisers, li;=.bility of, 1>. L., 3 (2), 12 promoters, 4 ; D. L., 3 (l)\ind (2), 10, 11. See also Puomotek. PROVISIONAL LIQUIDATOR, appointment of, 26, 4 (1), 4 (5), 47, r. 32, S3 form 21, 118 PROXY, generally, Sclied., 12-19, 24, 69, 70, rr. 123—125, 97 _ appointment of liquidator, use of, in voting for, Sched., 24, 70 filling in where creditor blind or incapable, r. 125, 97 form of, Sched., 13, 14, 69 forms 73, 74, 155 issue of, by Official Receiver or liquidator, Sched., 13, 14, 69 may not be used for voting for his own remuneration, Sched., 24, 70 minor luay uot be, 123, 97 Official Receiver may be appointed general or special, Sched., 19, 70 deputy of, may use, r. 124, 97 persons to whom, may be given, Sched., 15, 16, 19, 69, 70 solicitation in obtaining, consequences of, Sched., 18, 69 time for depositing, Sched., 17, 69, r. 123, 97 voting by, allowed, Sched., 12, 69 PUBLIC EXAMINATION, of ])romoters, directors and others, 22, 8, 51, 52 appointment of time and place for, r. 74, 90 form 38, 136 before whom held, r. 72, 90 Fm- the eNplanatiou of the rct'crences, see p. 2(1] . L.C.S. t^ '2'2G INDKK. rUBLIC EXAMINATION— to/( report on, r. 69, Si) (•oiisideiation of, r. 71, i^!) form 39, l^O rUBLIC NOTICE that i)rospuctus was i.ssucd without consent, wliere necessary, G I'L'IHJC OFFICIAL DOCUMENT, lial)ility for statements made on authority of, tJ ; 1>. E., 3 (1) (c), 11 PL' RCH ASE of properlv of couipaiiv liv li.|ui of lirst meetini;s of creditors and cuntributories. Sched., 21, 22, 70 IJECKIVAIU.E ORDER for iiaymciit into IJauk of unclaimed assets, 17(5 RECEIVE!;, irref,nilarity in appointment does not invalidate acts of, r. 177, 1"7 lii|Uidator has powers of, to obtain company's iiroperty, 34, r. 91, 92. See also Official Receivki;. Odicial Receiver may be, for creditors, 2-), 4 (6), 48 RECORD ROOK, contents of, r. 143, H'l to be kept by li.iuidator, 30, r. 143, 101 to be submitted to committee, of inspection, r. 1 '^.4, lol RECTIFICATION OF REGISTER, jiower may be delegated to the liipiidator, 34, 13, r>7, r. 83, f 2 REGISTEK, of bills of costs taxed, r. 28, 81 form 11, 113 of proceedings in .Judge's Cliandur.-,, r. 145, 102 forms 88, 89, l'J5 REGISTERED OFFICE, meaning of, in Companies Winding U[> Act, 1890 ; 32 (3), 67 REGISTliAR, meaning of, in Companies Winding Up Rules, IS'JO, r. 2, 7(3 powers of, r. 2 (b), 77 ItEGI.STRAR OF JOINT STOCK COMPANIES, documents to be sent to, on change in Memorandum of As>ociatioii, M. A., 2, 16 For the exiifinativii of the references, sue p. 201. INDEX. 227 REGISTRAR OF JOINT STOCK COMPANIES— (v/«i!//j/(C(?. notice of appoiutineut ()fliciiii(l:itor to bo sent to, 27, 4 (3), h btatoineuts to be sent to, it winding np not concUult'd within a yrar, oO, 15 (1), o8, rr. 126, 127, 9S, 172-G REGISTRATION, «• , r Ar \ cortificato of, of changes in Menioranduin of Association, etlcct ot, M. A., 2 Itj necessary, of alterations in ]\Ieniorandum of Association, M. A., 2, 10 REJECTION, „^ .. of proof of debts by li(inidutor, 35, 3d, r. 110, 9u time for, r. 120, 9(J by Otiicial Receiver, r. 115, 96 time for, r. 119, 9(J by chairman of meeting for purposes of voting, Sched. ,11, 69, r. 115, 90. See Pkoof of Debts. RELEASE, of liriuidator 28, 37, 38, 22, 61, rr. 148—149, 102 application for, to Boanl of Trade, form 79, lo9 must be gazetted, r. 149, 113 notice of application for, to be given, r. 148, 102 form 78, 159 statement of account to accompany application, form 71, 15-i suspended until delivery of property of company to OHicial Receiver, r. 141, 101 REMOVAL, of lifpiidator, 27 appointment of ntw on, r. 65, 88 by Board of Trade, 11 (4), 55 by Court for failure to give security, r. 68, 89 release operates as, 22 (4), 62 of member of committee of inspection, 24, 9 (5), 9 (6), 53 of name from list of coutributories, summons for, 33, r. 88, 92 of Official Receiver, 21, r. 163, 105 of Special j\Ianager for failure to give secnri^y, r. 68, 89 REMUNERATION, of li.piidator, 25, 2S, r. 154, li>3 how fixed, r. 154, 1U3 limit of, r. 155, 104 ., Board of Trade may deprive licjuidator of, 28, 11 (4), ^•' Court may deprive liquidator of, 28, Sched., 18, 6i) Official Receiver, 21, 27 (2), 64 officers attached to Board of Trade, 27 (2), 65 other persons, 27 (2), 27 (3), 65 Special Manager, 27, 5 (3), 48, r. 42, 85_ j)roxies may not be used for voting for person s own, bched., 41, /u RFPEAT of certain sections of the Companies Act, 1862 and 1867, 31, 66, 70 of winding up liules of 1862, r. 180, 1<»7 REPORT, , ^, ^ o /■.^ /UN 11 director's liability for statements in, of expert, 6 ; if. L. 6 (i), (O), ii by litpiidator in case of pending liipudations, 31, r. 127, 98 order of the Board of Trade as to, 172—176 to Court of refusal to answer (piestious on examination, r. 17, SO form 39, 136 ca o- by Otiicial Receiver of meetings of creditors and contributones, r. 54, 8/ form 32, 122 on winding-up and proceedings therein, 21, 8, 50 copy of, persons examined to have, 8 (7), 52 For the exp'.auation of the references, see p. 201. 228 IN 1.1.x. IJKSClssKtX, (it nidcr iii>jH>liitiii<; U<|iii(l;it(ti- or S|i-ci!il .Man:i!;fi-. I'T, r. 68, ^^ ol' iiiiiir(i|pi'i- siili-s uf company's iissets, r. 156, l"! KKSICNATlnN, of li(|uiilutor, iiroui-ediii'^s mi, r. 141, l"! iiR'iiiber of coiumitti'f of iii.sjicctioii, -i, 9 (4), ■>'■> KESOLUTION, of I'oimiiittce of iiispoctioii, saiirtioiiiii^ calls, r. 92, 9'^ fill 111 56, 1 Hi of iiu'ctiiij^s, to Ik' iiitcre»l in IJccor.l lidnk, r. 143, li'l HKTUKXS, by otlicci-.s of Courts, 29, ti'i, r. 151, 1"'5 ta.xiiii^'olliccr, r. 28, >1 form 9, 11 -J i;i»VAL {'HAKTKK, not witliiu Companies .Mrinorandum of Assdci^'timi Act, 3 (3), 1') liCLKS, power of Ij'oard of Trade to make administrative, r. 175, 107 to altci' forms tn. p. 3, 77 SALES, of company 's assets, exjienses of, how paid, r. 142, 101 improper, set aside, r. 156, l'i4 SCALE, of fees, order of the Lord Ciiaucellor as to. l*!? SEAL OF THE COURT, there is none, xi. SECRETARY, of company, preparation of companies' statement of affairs bv, 7 (2), 4f>. See Statement of Affaius. SECURED CRL])ITOR, statement of security by in ]irovinf; debt. r. 100, 04 voting by, Sched., 8, 9, 10, 'iS SECURITY. li(|uidator must give, unless he is Official Receiver, 4 (3), 4", r. 67, 89 may not act until he has given, 27, 4 (3), -17 is removable if he makes default in giving, 27. r. 68, S!> power of liipiidator to purchase creditor'.s, ;j(), ,S(diev Contimiutoiues. SHARES, liability for untruo statement in ])roh[)c(;tns inviting subscription for, 3, dscq.; I). L., 3 position of directors of a companv wliicli has issued, before commence- ment of Directors' Liability Act,' Ti ; D. L., 3 (3), 12 SHORTHAND WRITER, costs of, r. 16, 80 declaration to be made liv. r. 16, 79 form 6, 111 employment of. r. 16, "9 SOLICITOR, employment of by li(jnidator, 2S, 12 (4), '>*"> in examination of directors, and others, 8 (5), 'il attendance at proceedings. i». 174, 1<'*J employment of l)y Otiicial Receiver, in examination of directors, and others, 22, 28, 8 (4), i>l taxation of costs of, r. 29, S2 review of, r. 30, 82 SPECIAL BANKlXi; ACCOUNT, ajiplication for, r. 82, 01 form 43, l^is order for, ibrm 44, 1^58 payments into and out of, r. 81, '■'! SPECIAL CASE may be stated for oj)inion of High Court, 20, 3 (3), 46 SPECIAL MAXA(;E1.', accounts to Official Receiver. 5 (2), 48. r. 172, li;'ti appointment of, 27, 5, 48. r. 42, 8.') remuneration tixed by (Vnut, 5 (3), IS, r. 42, Sj security required from, 5 (2), 48 rules as to, r. 67, 89 effect of not giving or keeping up, r. 68, 89 taxation of co-its of. r. 29, 82. See 'I'axation. STANNARIES CUTRT, definition of, 32 (1), •!•• .jurisdiction of. in winding ui>, 19, 1, 44, 4") may state special case for opinion of High Court, 20, 3 (3), i^ procedure of High Court, applicable to. r. 178, 107 FL 230 INI>KX. STATEMENT, of liijuiiliitor's accoiiiit, r. 126, 1'"' lonii 75, ir>7 of pemliuf; lifjuiiliitioiis, 15, -'T. r. 127, 9S oi'vler of r.D.inl of Tnuli", as to, 17- tj tiiiie witliiii which to bu funiishc(l, r. 127, ^^. to accompany notice of application for release, r. 148, T^"2 foilU 71, ir>4. See SrATKMKNr OF AlFAins. STATEMENT OF AFFAIRS of company to bo submitted to Ollieial Keceiver, -Jl, rr. 58 d Sfj., 87 contents of, 21, 7 (1), I'J costs of prei)arinj,', 7 (4), 50, r. 62, 88 tiling of, r. 58, 87 form 33, Tit information suli.sc(|uent to, r. 60, 87 inspection of, 7 (6), 50 penalty for not making, 7 (5), 50, r, 61, 88 for improperly obtaining inspection of, 7 (6), 50 persons recpured to submit, 7 (2), 49 preparation of, r. 58, 87 report npon, by Oltieial Receiver, 8, 50 summaiy of, to be sent to creditors and contributories, 21, Sched., 3, 08 ]'>oard of Trade with iirst accounts^ r. 136, 100 time for submitting, 7 (3), -10 extension of, r. 59, 87 SUMMONS, to attend at Chambers for examination, form 42, 137 enforce paymeni of a call, :55, r. 95, 9i remove name from list of contributories, time for, oo. r. 86, 02 sanction a call. :5.'), r. 93, 01 form 58, U7 SLTKRVISION, . . ^ company being wound up under, OlFicial Receiver may petition lor order to wind upcompulsorily, 14, 57 conclusion of winding up under, what is, r. 126, 98 TABLE showing correspondence between the ('<)mp;>.nies (Winding Tp) Apeals. See Aiteals. admission or rejection of proofs by Official Receiver, 30, r. 119, 96 licpiidator, r. 120, 96. See I'nooK uF Debts. For the explanation of tlic references, see p. 201. INDEX. 231 TIME— continued. for appeals — continued. deposit of proxies, S.IumI.. 17, C.9, r. 123, 07 iiist nicotiiigs of creditors and coiitrilmtdrics, Selied., 1, (i" lodging proofs for voting at meetings, iSelied., 6, OS, r. 108, 95 proof of debts, liipudator may fix, 35, r. 108, 95 submitting statement of affairs to Official licceiver, 7 (3), 10, r. 59, 87 summons to remove name from list of eontributories, 'd'i, r. 86, 02 power of Court to enlarge, r. 176, Hi/ to abridge, r. 176, lo7 TltADlXG ACCOUNT, li'iuidatur carrying on business of company must keep, 30, r. 137, 100 I'orm 80, ItiO in pending licjuidations, 172 TKAXSFEH, of proceedings in winding up, 3, fO, rr. 8—15, 78, 70 forms, 110 notice of, must be given to Board of Trade and Official Keceiver, r. 14, 70 form 4, 110 TREASURY, information to be given by, to rarliament, 28, 65 TRUSTEE OF COMPANY. power of liipiidator to obtain property in the hands of a, 31, r. 91, 92 UNCALLED CAPITAL, mortgage of, when valid, 180 liipiidator to inform Board of Trade as to, r. 128, OS pavment of, iuto Companies' Liquidation Account, 20, 15 (3), 58, 131, 90 order of Board of Trade as to, 176 payment out of, application for, 15 (5), 5s. rr. 132, 133, 09 powers of Board of Trade to get in, 20, 15 (4), 58. r. 130, 09 transfer of, to Companies' Liquidation Account, r. 133, 99 under control of liquidator, when, r. 133, 99 verified accounts of, to be submitted liv liquidator, r. 129, 98 form 82, 160 aNCLALMED FUNDS. See Uxclaimed Assets, UNDISTRIBUTED ASSETS. See Unclaimed Assets. UNTRUE STATEMENT, liability for, at common law, 1, 2 under Directors' Liability Act, 1890 : D. L. 3, 10, 11, 12 ■where it must appear, to give rise to an action, 3 defenecs with respect to, 5, 6 VACANCY, in committee of inspection continuing members may act, notwithstanding, 24, 9 (8), 53 how filled', 24, 9 (7), 53 what will cause, 9 (4), 9 (5), 9 (6), 53 in office of liquidator, how filled, 27, r. 65 Official Receiver acts as liquidator during, 27, 4 (4), 47 VALUATION, of security by creditor for purposes of voting, 36, Sclied., 8, 9, 10, 68 For the explanation of the references, see p. 201. 'l-^-l iNi.r.x. VALUKi!, liability fur .st.iteiiiciit.^ iiuulc uii ;iiitliurity of, 6; D. !>., 3 (1) (b), 11 VARYINi; list of ((.iitiiliiitoiiis, ivgulalioiis couceniiiig, 33, rr. 87, 88, !'2. >Si-e List m- Cum mituTOKiKs. VKUIFICATIOX, (if nccounts of mnl;iiinc(l assets r. 129, !*>^, f<SI, form 17, 11*> of proof of del its, r. 98, IM VOTKS, atgi^ncral imvetiiigs, rules ;,'oveniiii;,', r. 53, 87 creditor may not vute until lie lias jiroved his debt, Selied., 8, ()8 for what d(d)ts lie tnay vote, Selied., 8, 9, 63.. See l'i;ooF OF DK1!TS. person may not use pinxy to vole fdr his (jwn remuiieralion, Sehcd., 24, 70 solicitation in obtaining, Sched., 18, ti!* voting by jiroxy, Sehcd., 12, 60. Sec PiiOXY. WAGES, ].roof for, r. 106, f'j i..na 67, ].">-i AV ARRANT, against person wlm fails to attend examination, r. 76, 00 form 41, 137 WINDING-UP. cliaiiges introdueed by ('oiii]iiiiii(s Winding I'p Act, ]s'.iii. 17 courts having jurisdictiiiii in, ]S, -jo, 1, .}!, 15 not coneludctl williiii a year, what to be done, 31, 15, hj, T. 127, ^S, 17-2—6 order for. r. 38, ^."i copv of to be sent tu Ollicial Krccixer, r. 39, So forms 18, 19, 11 'i, 117 notice of, r. 41, >^-'< service of, r. 40, >^'> petition for, forms 12, 13, H I jiower of li(jnidaf(>r to do all tiiat is necessary for, 32 power of Otiicial Receiver to petition for coni])ulsory, 14, 57 procedure in, ]S, ]0 existing how far continued, r. 178, 1U7 proceedings in, traiisfo' of, from one CoTirt to another, 3, 16, rr. 8, 9, 78 attendance at, rr. 173, 174, 100 termination of, what is, i\ 126, On WISHES, of creditors or contriliutories to be ascertained, 33, 23 (2), 63 WITNESS, refusing to answer (lUestioiis, punislirncnt of, r. 17, SO, r. 76, 00 J'Vir tlie exiilanation of the references, see j). 201. Till", KN1». tKAl'BI r.V, Al.NKW, & eo. I.IJU'., riJMtKS, W lUlKKniAK*. LAW BOOKS.— SWEET AND MAXWELL, LIMITED, Examination.— A Cuide to the Inter- uicdiatt; Kxaniiiiatioii. I5y J. C'AKIKU Hau- lU^i.N. I'lii-i- KLv. 6,1. ' 1S88. A Moik'in Fiiiiil Exaiiiiiiatioii Digest in tlie tbnn of t^uestionsiinil Answers. I5y T. 15. Nai-ikk, I.I,. I)., r..nristelatl.iiw. Demy 8vo. I'rice 18s. rloth. 1SS7. A Kiiiiil Kxaiiiiiiatioii Di^rst of tlic Snlij< ct.s of I'lohatf, Divorce, Hiiiikiii|it(V, Ailiniralty, l'!<'t:k'.siasticiil and Ciiniinal Law. Doiii- into CJiicstions and Answi-rs. Hy T. H. Nai'IKi;, 1. 1. .11., anil K. M.SrwiiKS.sdN, li,. ii., Hanis- tfis-at-Law. Demy 8vo. I'i.v. cloth. 1888. Executors. — Williams' (Sir E. V.) Trcati.se on the I.aw of Executors and Ad- Tiiini.strators. lUh Kdit. In thf J'rrss. Forms. — <'iii'n'Y's (T.) Formsuf Pructl- I :il l'i()cccdin;,'s in (j>ut:'('n'.s Ilench Division ; Willi Notes, liidcs and Cases. l'2th Edit. |{y T. W. Ciin rv. 1/. is.s. 1883. 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