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 , UAA^V 
 
 C^ 
 
 A SUMMAKY 
 
 OF THE 
 
 LAW OF COMPANIES.
 
 A SUMMARY 
 
 OP THE 
 
 LAW OF COMPANIES. 
 
 BY 
 
 T. EUSTACE SMITH, 
 
 OF THE IXXEK TEMPLE, BARRISTER-AT-LANV, 
 
 HONOURS SOLICITOR'S FINAL EXAMINATION, EASTER, 1877, 
 BEAL PROPEBTY LAW SCHOLARSHIP, INNER TEMPLE, JULY, 1878, 
 REAL AND PERSONAL LAW PRIZE, PROFESSOR'S LECTURES, 1878, 
 BEAL AND PERSONAL LAW PRIZE, PROFESSOR'S LECTURES, 1879, 
 
 AUTHOR OF 
 
 "A SUMMARY OF THE LAW AND PRACTICE IN ADMIRALTY," 
 AHD "A SUMMARY OF THE LAW AND PRACTICE IN THE ECCLESIASTICAL COURTS. 
 
 FIFTH EDITION. 
 
 LONDON: 
 
 STEVENS AND HAYNES, 
 
 ILato $ublt'0I)r0, 
 
 BELL YARD, TEMPLE BAR. 
 1891.
 
 PREFACE TO THE FIFTH EDITION. 
 
 SINCE the Fourth Edition of this little book appeared 
 three very important Acts have been passed The Com- 
 panies (Winding-up) Act of 1890, the Companies 
 (Memorandum of Association) Act, 1890, and the 
 Directors' Liability Act, 1890. These Acts and the 
 Companies Winding-up Rules, 1890, have so altered and 
 modified the law relating to Joint Stock Companies as 
 to render it necessary to recast the plan of the book, 
 and this I have done so as to make it embrace these 
 Acts and Rules, and generally to bring it up to date. 
 I think the Companies Winding-up Act and Rules of 
 1 890 of so great importance to all students of this branch 
 of the law, that, little as I like to increase the size of the 
 book, I have printed the Act, Rule?, and Forms as an 
 Appendix. 
 
 I have in this edition been greatly assisted by my 
 friend, Mr. George F. Hart, Barrister-at-Law, whose 
 advice has helped me on many practical points. 
 
 T. EUSTACE SMITH. 
 
 12 OLD SQUARE, LINCOLN'S INN, 
 Sfptemlcr 1891.
 
 PREFACE TO THE FIRST EDITION. 
 
 As an articled clerk reading for the " Final " examina- 
 tion of the Incorporated Law Society, I felt the need of 
 some small book to give the main principles of the law 
 relating to joint stock companies ; more particularly as 
 this important branch of mercantile law lies outside the 
 scope of the text books ordinarily used by students. The 
 text books on Companies are so large, and the Companies 
 Acts themselves so long, that the student cannot gain 
 even the most general knowledge of company law without 
 devoting to it more time than, as a rule, he can safely 
 .spare from other subjects. With a view to meet this want, 
 1 have prepared the following pages, and have endeavoured 
 in them, as briefly and concisely as possible, to give a 
 general view both of the principles and practice of the law 
 affecting companies. 
 
 I also hope that this small work may be of use to the 
 general reader, and for this purpose I have carefully given 
 an authority for every statement I have made, in order 
 that it may not only form an epitome of the Companies 
 Acts, bat also a ready Index, showing where fuller 
 information may be obtained on any point either from 
 the Acts themselves or the larger text books. 
 
 T. EUSTACE SMITH. 
 
 1878.
 
 CONTENTS. 
 
 TABLE OK CASES. 
 
 CHAPTER I. 
 
 Of the Different Kinds of Joint Stock Companies . . pp. 1-14 
 
 CHAPTER II. 
 
 Of the Formation of a Company Promoters The Prospectus The 
 Memorandum and Articles of Association . . . pp. 15-35 
 
 CHAPTER III. 
 
 The Register of Members Shares and Stock Contributories pp. 36-50 
 
 CHAPTER IV. 
 
 Directors Of Acts ultra vires Debentures Dividends Increase and 
 Reduction of Capital Other Matters relating to Management 
 
 pp. 51-70 
 
 CHAPTER V. 
 
 The Different Methods of Winding-up Companies . . . p. 71 
 
 CHAPTER VI. 
 
 Courts having Jurisdiction to Wind-up Companies, and their Powers of 
 Transfer, &c. Service and Execution of Process The Winding-up 
 Petition The Official Receiver, and his Duties prior to the Appoint- 
 ment of a Liquidator The Statement of Affairs of the Company 
 Reports of the Official Receiver The Public Examination of Pro- 
 moters and Officers of the Company The Liquidator : his Powers, 
 Duties, Remuneration, &c. The Committee of Inspection Proof of
 
 Vlll CONTENTS. 
 
 Debts Admission and Rejection of Proofs Proxies General 
 Meetings of Creditors and Contributories The List of Contribu- 
 tories Calls Dividends Unclaimed Dividends -Books of Account 
 Statements as to Pending Liquidations The Order in which Costs 
 are payable out of the Assets of the Company Taxation of Costs. 
 Charges, and Expenses Release of Liquidator . . pp. 72-122 
 
 ' CHAPTER VI F. 
 
 Voluntary Winding-tip pp. 123-128 
 
 CHAPTER VIII. 
 
 Winding-up subject to Supervision pp. 129-130 
 
 CHAPTER IX. 
 
 Matters common to the Three Methods of Winding-up . pp. 131-143 
 
 ' ' APPENDIX I. 
 The Companies (Winding-up) Act, 1890 .... pp. 145-170 
 
 APPENDIX II. 
 
 The Companies (Winding-up) Rules, 1890 . . . . pp. 171-221 
 List of Forms under the Winding-up Rules . . .pp. 222 224 
 Forms under the Winding-up Rules pp. 225-302 
 
 APPENDIX III. 
 
 Scale of Fees .pp. 303-306 
 
 t by Liquidators in Pending Liquidations to the Registrar of 
 
 Joint Stock Companies, and Forms . . . pp. 307-311 
 General Rules made pursuant to Section 26 of the Companies (Winding 
 
 up) Act, 1890, and Forms . . i . , . . . pp. 312-31*8 
 
 INDEX 
 
 pp. 319-342
 
 TABLE OF OASES. 
 
 ACCIDENTAL and Marine Assurance Corporation. 47 
 
 Addlestone Linoleum Co., 43 
 
 Agricultural Hotel Co., 62 
 
 Alabama, tc., Railway Co., 135 
 
 Albion Life Assurance Company, In re, 45 
 
 Alexander v. Simpson, 67 
 
 Alexandra Palace Company, In re, 137 
 
 Almada & Tirito Co., 43 
 
 Anglo-French Co-operative Society, 140 
 
 Anglo-Moravian Company, Ex parte Watkin, 100 
 
 Appleyard, JK.r parte, 42 
 
 Artistic Colour Printing Company, 133 
 
 Ashbury v. Watson, 35 
 
 Ashley's case, 20, 2 1 
 
 Aston Hall Colliery Company, 88 
 
 BARROW'S case, In re Stapleford Colliery Company, 41 
 Barrow-in-Furness and Northern Counties Land Investment 
 
 Company, 41 
 
 Barry Railway Company, The, 15 
 Bath's case, 69 
 Bellairs r. Tucker, 27 
 
 Black's case, In re Paraguassu Tramroad Company, 50 
 Bowes v. The Hope, &c., Society, 87 
 Branwhite, Ex parte, In re West of England Bank, 50 
 Brighton Brewery Company, 55 
 
 British and American Telegraph Company r. Albion Bank, 54 
 Burgess's case, In re Hull and County Bank, 37
 
 x TABLE OF CASES. 
 
 Burkinshaw v. Nichols, 41 
 
 Burlinson's case, 49 
 
 Byron v. Metropolitan Saloon Omnibus Company, 57 
 
 CALISHER'S case, 50 
 
 Cupel fe Co. v. Sims Ships Composition Company, 23 
 Carriage Co-operative Supply Association, 55 
 Carta Para Mining Company, 87 
 
 Carter's case Great Western (Forest of Dean) Coal Con- 
 sumers' Co., 15 
 Cawley & Co., 43 
 
 Central Railway Company of Venezuela v. Kish, 2 1 
 Cercle Restaurant Castiglione Company v. Lavery, 86 
 Chapel House Colliery Company, 87 
 Chapman's case, 1 34 
 Charlton v. Hay, 23 
 
 Chynowellis's case, In re Wheal Unity Mining Company, 49 
 Civil Service and General Stores, 101 
 Coal Consumers' Association, In re, 133 
 Colonial Bank v. Whinney, 138 
 Company of Free Fishermen, Faversham, 87 
 Cooper, Kx parte, 50 
 Cornell v. Hay, 23 
 Criterion Go'd Company, In re, 86 
 Crown Bank, Re, 73 
 Cullen v. Thompson's Trustees, 22 
 Cunningham, N., and Company, In re, 85 
 
 DALE and Plant, Limited, In re, 18 
 
 Darlington Forge Co., 42 
 
 De Pass's case, 48 
 
 Deny v. Peek, 22 
 
 District Bank of London, 86 
 
 Dronfield Silkstone Company, 62 
 
 Duckworth, In re, 50 
 
 EDEN v. Ridsdale Railway Lamp, &c., Company, 55 
 
 Edmonds >\ Blaina Furnace Co., 58 
 
 Edwards v. Gmnd Junction Canal Company, 17 
 
 Emma Mining Company v. Lewis, 15 
 
 Empress Engineering Company, In re, 17
 
 TAHkE OK 'ASES. XI 
 
 Erlanger v. New Sombrero, 15, 20 
 Escott v. Grey, 3 
 
 European Life Assurance Society, J ' a re, 82 
 Evan's case, 38 
 
 FAURE Electric Accumulate:.' Company, 19, 52, 53 
 
 Fletcher's case, 38 
 
 Fothergill's case, 38 
 
 Fox, E.K parte, 38 
 
 Fox v. Clifton, 31 
 
 Frank Mills Mining Co., J ii re, 4 
 
 GATLIXG Gun Co., 62 
 
 General Financial Bank, 86 
 
 General Service Co-operative Stores, 133 
 
 Gibson v. Barton, 68 
 
 Glasier v. Rolls, 22 
 
 Gold Company, The, 128 
 
 Gold Hill Mines, 86 
 
 Gorringe v. I r well India-rubber Company, 138 
 
 Gover's case, 23 
 
 Grant v. United Kingdom Switchback Railway Company, 53 
 
 Great Australian Mining Company. 42 
 
 Great Western (Forest of Dean) Coal Consumers' Company, 
 
 Carter's case, 1 5 
 Great Wheal Polgooth, 15 
 Grissell's case, 50 
 
 Guinness v. Land Corporation of Ireland, 57 
 Gunn's case, 38, 50 
 
 HALL, A. W., & Co., In re, 41 
 
 Hampson v. Price's Patent Candle Company, 52 
 
 Harding, Ex parte, 134 
 
 Hart v. Clark, 44 
 
 Hebb's case, 38 
 
 Henderson v. Bank of Australasia, 52, 57 
 
 Henderson v. Lacon, 22 
 
 Hereford and South Wales Waggon and Engineering Company, 
 
 In re, 1 7 
 
 Hicks v. May, 103 
 Home Assurance Company, 82
 
 x ii TABLE OF CASEF. 
 
 Homer District Consolidated Gold Mine, Ex part* Smith, 52 
 
 Hooker v. Piper, Trueman's Estate, 100 
 
 Howard v. Patent Ivory Company. 18 
 
 Howbeach Coal Company, 44 
 
 Hull and County Bank, Burgess's case, In re, 3 7 
 
 Hutton r. Scarborough Hotel Company, 40 
 
 Hutton v. West Cork, 52 
 
 IMPERIAL Continental Water Corporation, 142 
 Imperial Hydropathic Company, 53 
 Ince Hall Rolling Mills Company, 43 
 Indian Zoedone Company, 67, 124 
 Iron Ship Company v. Blunt, 44 
 
 JABLOCHKOFF Electric Light and Power Company, 86 
 
 Jennings v. Hammond, 8 
 
 Joint Stock Discount Company v. Brown, 54 
 
 KELLOCK v. Enthoven, 48 
 Kit Hill Tunnel, 103 
 
 LADYWELL Mining Company v. Brooks, 16, 17 
 
 Lady well Mining Company v. Huggins, 16 
 
 Land Shipping Company, 38 
 
 Langley Mills Company, 87 
 
 Latta, Ex parte, 82. See Royal Bank of Australia. 
 
 Lee v. Neuchatel Asphalt Company, 59 
 
 Leeds Building and Investment Company v. Shepherd, 59 
 
 X.eeds Estate, &c., Company v. Shepherd, 59 
 
 Licensed Victuallers' Company, 19, 53 
 
 Lloyd Generale Italiano, 74 
 
 London and Birmingham Alkali Company, 82 
 
 London and Lancashire Paper Mills Company, 142 
 
 London and Southern Counties Freehold Land Company, 
 
 In re, 52 
 
 London Celluloid Company, In re, 41 
 London Financial Association v. Kelk, 5 5 
 London Founders' Association v. Clarke, 39 
 London Suburban Bank, 87 
 Luard's case, 49 
 Lydney and Wigpool Iron Ore Company v. Bird, 16
 
 TABLE OF CASE?. Mil 
 
 MAC-DONALD'S case, 134 
 
 McEwen's case, 1 1 1 
 
 Mack v. Ward, 44 
 
 Mackereth v. Glasgow and South-Western Railway Company. 70 
 
 Mackley's case, 39 
 
 Madrid Bank v. Pelly, 54 
 
 Massey, In re, 100 
 
 Melhado v. Hamilton, 40 
 
 Merry weather v. Nixon, 26 
 
 Middlesborough Assembly Rooms Company, In re, 73 
 
 Migott's case, 3 3 
 
 Mitchell's case, 137 
 
 Morris's case, 47 
 
 Morton, Ex parte, 50 
 
 Moss v. Syers, 40 
 
 Municipal Permanent Investment Society r. Richards, 54 
 
 Mutual Society, 101 
 
 NACUPAI Gold Mining Company, 86 
 
 Nassau Company, 30 
 
 National Savings Bank Association, 82 
 
 Neil's case, 21 
 
 Neilson v. James, 40 
 
 Newby v. Van Oppen, 70 
 
 New Eberhardt Company, 42 
 
 Nichol's case, 38 
 
 Niger Merchants Company v. Capper, 86 
 
 North Brazilian Sugar Factories, 86 
 
 Northumberland and District Banking Company, 128 
 
 Northumberland Avenue Hotel Company, In re, 18 
 
 Norwich Provident Insurance Society v. Hesketh, 82 
 
 OAKES v. Turquand, 21,38 
 Oriental Bank Corporation, 134, 13! 
 
 PADSTOW Total Loss and Collision Assurance Association, 8 
 
 Paper Bottle Company, In re, 85 
 
 Paraguassu Tramroad Company, In re, Black's case, 50 
 
 Paris Rink Company, 82 
 
 Parker v. McKeiina, 5 j.
 
 xiv TAtfLE OF CASES. 
 
 Patent Ivory Manufacturing Company, In re, 69 
 
 Pawle's case, 2 1 
 
 Peek v. Derry, 22 
 
 Peel's case, 2 1 
 
 Pellat's case, 38 
 
 Peninsular Company r. Fleming, 5 7 
 
 Penny, Ex parte, 39 
 
 Perry v. Barnett, 40 
 
 Phoenix Bessemer Steel Company, 69 
 
 Photographic Artists' Co-operative Supply Association, 88 
 
 Pickering, Ex parte, 48 
 
 Pickering v. Stephenson, 56 
 
 Planet Benefit Society, 88 
 
 Poppleton, Ex parte, 8 
 
 Portuguese Consolidated Copper Mines, 52 
 
 Postlethwaite v. Port Philip, 136 
 
 Printing and Numerical Registering Company, In re, 1 34 
 
 Prosper United Mining Company, Ex parte Palmer, 4 
 
 P) le Works, In re, 69 
 
 RAILWAY Sleepers Supply Association, 66 
 Reg. v. Registrar of Joint Stock Companies, 43 
 Reid v. Explosives Company, 134 
 Royal Bank of Australia, Ea parte Latta, 82 
 R. M. S. Packet Company v. Braham, 70 
 
 SADLER'S case, 49 
 
 Sahlgreen & Can-all's case, 38 
 
 St. Thomas's Dock Company, 87 
 
 Seidler, Ex parte, 82 
 
 Sharpley v. Louth, &.C., Railway Company. 20 
 
 Shaw v. Benson, 8 
 
 Shaw v. Simons, 8 
 
 Silver Valley Mines, 100 
 
 Slater's case, 48 
 
 Smith, Ex parte, In re Homer Gold Mines, 52 
 
 Smith v. Anderson, 8, 52 
 
 Smith v. Chadwick, 22, 27 
 
 South Durham Brewery Company, 60 
 
 Standard Manufacturing Company, 59 
 
 Stapleford Colliery Company, In re, Barrow's case, 41
 
 TABLE OF CASES. 
 
 Steam Stoker Company, In re, 82 
 Stone v. City and County Bank, 2 1 
 Straug, E.>- parte, 50 
 Sykes v. Beadon, 8 
 
 TAITE'S case, 2 1 
 
 Taurine Company, 46, 128 
 
 Thomas v. Patent Lionite Company. 133 
 
 Thorn v. City Rice Mills, 59 
 
 Thurso New Gas Company, 133 
 
 Tompkinson v. South-Eastern Railway Company, 56 
 
 Tothill's case, 38 
 
 Trevor r. Whitworth, 59, 63, 65 
 
 Trueman's Estate, Hooker v. Piper, 100 
 
 Tunnel Company, 42 
 
 Turquand r. Marshall, 55 
 
 Twy cross r. Grant, 15, 20, 23 
 
 Tyneside Permanent Benefit Building Society. 87 
 
 UNION Plate Glass Company, In re, 62 
 United Service Company, 128 
 Universal Private Telegraph Company, 100 
 Uruguay Central Railway of Monte Video, 87 
 
 WALA Wynaad Gold Mining Company, 81 
 
 Walker v. The London Tramway Company, 30 
 
 Ward's case, 38 
 
 Watkin, E,r parte, In re Angle-Moravian Company, 100 
 
 Watson & Sons, Limited, 143 
 
 Weir v. Barnett, 22 
 
 Well v. Wiffin, 47 
 
 West Cumberland Iron and Steel Company, 132 
 
 West Hartlepool Company, 87 
 
 West Hartlepool Company, Gunn's case, 50 
 
 West London Commercial Bank v. Kitson, 5 6 
 
 West of England Bank, EJC parte Branwhite, 50 
 
 Western and Brazil Telegraph Company v. Bilby, 133 
 
 Weston's case, 39, 48 
 
 Whaley Bridge Company v. Green, 15 
 
 Wheal Unity Mining Company, Chyiiowellis's case, 49
 
 xv i TABLE OF CASES. 
 
 Whitehonse and Company, In re, 50 
 Whitley Steel Company, In re, 45 
 Willmott v. London Celluloid Company, 143 
 Winterbotham, In re, 98 
 Withernsea Biickworks, In re, 1 34 
 Wood v. Odessa Waterworks Company, 60 
 Wreck Recovery and Salvage Company, In re, 97 
 Wright's case, in 
 Wright i'. Hoi-ton, 68
 
 A SUMMARY 
 
 . OF THE 
 
 LAW OF COMPANIES. 
 
 CHAPTER I. 
 
 OF THE DIFFERENT KINDS OF JOINT STOCK COMPANIES. 
 
 COMPANIES as they originally existed were of two kinds 
 only: (i) incorporated, or those which had been formed 
 into corporations; (a) and (2) unincorporated. 
 
 Incorporated companies had this great advantage over Advantages of 
 unincorporated, that while a corporation was considered o^r un 
 as a distinct individual, able to sue its own members, and incor P ^ ated 
 
 3 t companies. 
 
 liable to be sued by them, an unincorporated company 
 was considered by the law as an ordinary partnership, and 
 its members, however great its size, were governed by the 
 same rules as partners generally. Another great advan- 
 tage a corporation had over an unincorporated company 
 was that the property of the corporation, and not that of 
 its members, was liable for its debts. 
 
 (a) Corporations are artificial persons created by the law and endowed by 
 it with the capacity of perpetual succession. They consist of collective 
 bodies of men or of single individuals ; the first are called corporations 
 aggregate, the second corporations sole. The existence of corporations is 
 constantly maintained by the succession of new individuals in the place of 
 those who die or are removed. Steph. Com. 7th ed. vol. i. p. 358. 
 
 A
 
 THE DIFFERENT KINDS OF COMPANIES. 
 
 Corporations can be created either by Royal Charter, 
 conferred by letters patent, or by Act of Parliament, and 
 these were originally the only methods by which persons 
 desirous of associating together for purposes of profit 
 could escape the ordinary incidents and liabilities of part- 
 nership. As the numbers and importance of companies 
 increased, various Acts of Parliament were passed pro- 
 viding other and less expensive ways for the formation of 
 joint stock companies, but as these, with a few exceptions 
 presently referred to, have been repealed, and new enact- 
 ments made by the Companies Act, i862,(&) as amended 
 by the Companies Acts of 1867, 1877, l8 79> 1880, 
 1883, 1886, and the three Acts of 1890 cited as the 
 Companies Acts, 1862 to i89O,(c) it is unnecessary to 
 refer to them at length. 
 
 A joint stock company has been defined as "an asso- 
 ciation of individuals for purposes of profit, possessing a 
 common capital contributed by the members composing it, 
 such capital being commonly divided into shares, of which 
 each possesses one or more, and which are transferable by 
 the owner, "(d) 
 
 Joint stock companies may be divided into two great 
 classes : 
 
 A. Those not formed under the Companies Act, 
 
 1862. 
 
 B. Those formed under that Act. 
 
 A. The former of these classes may be divided as 
 follows : 
 
 1. Cost Book Mining Companies. 
 
 2. Companies incorporated or privileged by the 
 
 Crown. 
 
 (I) 25 & 26 Viet. c. 89. 
 
 (c) 30 & 31 Viet. c. 131; 40 & 41 Viet. c. 26; 42 & 43 Viet. c. 76; 
 43 Viet. c. 19 ; 46 & 47 Viet. c. 28 & 30; 49 Viet. c. 23 ; 53 & 54 Viet, 
 c. 62 ; 53 & 54 Viet. c. 63 ; 53 & 54 Viet. c. 64. 
 
 (d) Shelford's Joint Stock Companies Acts, p. I.
 
 COST BOOK M1KIJSG COMPANIES. 
 
 3. Companies incorporated by some special Act of 
 
 Parliament. 
 
 4. Banking companies formed under 7 Geo. IV. 
 
 c. 46. 
 
 i. Cost Book Mining Companies. 
 
 These are companies governed by local custom, and it Cost book 
 appears doubtful whether they can be formed for working ^iea. " 
 mines beyond the jurisdiction of the Stannaries. They 
 are mere partnerships, and the members are governed by 
 the general lawrelatmg to partners, except so far as that 
 law is expressly excluded by the custom. The company 
 is formed by the agreement together of a number of adven- 
 turers who agree to share the risk and expense of working 
 a lode. The mine is managed by an agent called a 
 " Purser," under the control of the shareholders. The 
 terms of the agreement are entered in a book called the 
 " Cost Book " ; in this book are also entered all receipta 
 and payments on behalf of the mine, a list of the members, 
 and all transfers of the shares. (e) The shares are trans- 
 ferable, may be relinquished, and are liable for non-payment 
 of calls, (f) By a recent Act,(#) a past member, who has 
 ceased to be a member for two years or upwards before 
 the mine ceased to be worked, or before the date of the 
 winding- up order, is not liable to contribute to the assets 
 of the company. Companies within the jurisdiction of 
 the Stannaries are regulated by the Stannaries Acts of 
 1869 and i887.(A) 
 
 A Cost Book mining company may now sue and be 
 sued like any other partnership in the partnership name.(i) 
 
 According to the custom of Cornwall, an adventurer in 
 a Cost Book mine, upon relinquishing his shares, and 
 
 (e) \V barton's Law Lexicon. 
 
 (/) Lindley on Company Law, p. 94. 
 
 (g) 32 & 33 Viet. c. 19, B. 25. 
 
 (A) 32 & 33 Viet. c. 19, and 50 & 51 Viet. c. 43. 
 
 () Etcott v. Grey, 47 L. J. 607.
 
 THE DIFFERENT KINDS OF COMPANIES. 
 
 discharging his proportion of the liabilities of the company 
 at that date, is entitled to be paid his share of the then 
 value of the stock and plant, and such share is due to 
 him immediately.^-) If the company be insolvent he is 
 entitled to retire on paying his share of the deficiency ; if 
 solvent, he is entitled to his share of the assets. In both 
 cases the assets are to be valued on the footing of its 
 being a going concern ; and the solvency of the persons 
 who owe calls and of the continuing shareholders must be 
 taken into consideration. The date of the notice of relin- 
 quishment of the shares is the date on which the assets 
 and liabilities are to be ascertained. (I) 
 
 2. Companies incorporated or privileged by the 
 
 Companies First. Companies incorporated by the Crown. The 
 
 ty C theCrown. Crown has at common law the power of incorporating by 
 charter any persons desiring to be incorporated, and a 
 chartered company is therefore formed as soon as a charter 
 of incorporation is granted to, and accepted by, two or 
 more individuals.^) A company when so formed isTnot 
 a partnership, and is governed solely by the terms of its 
 charter. Companies are still formed in this way, but it 
 is not much used, (n) It is chiefly useful where special or 
 extraordinary powers are required; as, for instance, to enrol 
 soldiers, etc. 
 
 Charter : how Charters are obtained by petitioning the Queen in 
 Council. The petition and draft of the proposed charter 
 are left at the Council office, and are then referred to the 
 Board of Trade. The Colonial Office, Foreign Office, and 
 India Office are also referred to, if the proposed company 
 
 (k) In re Prosper United Mining Co., Ex p. Palmer, 7 Ch. 286. 
 
 (I) In re Frank Mills Mining Co., 23 Ch. D. 52. 
 
 (m) Lindley on Company Law, p. 97. 
 
 (re) The Imperial Bank of Persia, the British North Borneo and the 
 British South Africa Company are recent instances of companies so formed. 
 An instance of the winding up of such a company will be found in the case 
 of the Oriental Bank Corporation.
 
 IXCOKPOKATED COMPANIES. 5 
 
 falls within their departments. If it is determined that a 
 charter shall be granted, it issues under the Great Seal.(o) 
 
 Secondly. Companies privileged by the Crown. By companies 
 the 7 Will. IV. & i Viet. c. 73, the Crown is empowered g 1 ^^ 
 to grant by letters patent to any company any privileges 
 which the Crown might at common law grant to any 
 company by any charter of incorporation. A company 
 does not become incorporated by such letters patent. 
 It is required to be formed by an agreement under seal 
 containing certain provisions specified by the Act.(^) 
 The privileges of a company formed in this way depend 
 on the letters patent, and the members are liable for all 
 debts and liabilities, except so far as their liability is 
 limited by the letters patent. Companies may still be 
 privileged by letters patent, but this method appears to 
 have fallen into disuse.^) 
 
 Writs of summons to be served on companies chartered 
 under the 7 Will. IV. & I Viet. c. 73, may be personally 
 served on the clerk of the company or be left at the head 
 office, or if the clerk is not found or known, on any 
 agent or officer of the company, or be left at the usual 
 place of abode of such agent or officer, (r) 
 
 3. Companies incorporated by special Act of Parliament. 
 
 A company incorporated under any special Act of Companies 
 Parliament exists as an incorporated company, and is b^^p^Mct 
 regulated by its special Act alone, but companies incor- of Parliament, 
 porated since, .the 8th of May, 1845, are governed by 
 the Companies Clauses- Consolidation Acu,(&7save so ^ ar as 
 its clauses and provisions are expressly varied or exempted 
 by the company's special Act. Companies are frequently 
 
 (o) Lindley, Company Law, 5th ed. p. 99. 
 
 (p) 7 Will. IV. & i Viet. c. 73, a. 5. See also 47 & 48 Viet. c. 56. 
 (q) Shelford's Joint Stock Companies Acts, p. 388. 
 (r) 7 Will. IV. & i Viet. c. 73, s. 26. 
 
 (*) 8 & 9 Viet. c. 16, amended by 26 & 27 Viet. c. 118, 32 & 33 Viet. c. 
 48, 51 & 52 Viet. c. 48, and 52 & 53 Viet. c. 37.
 
 THE DIFFERENT KINDS OF COMPANIES. 
 
 at the present day incorporated by special Act of Parliament, 
 and are generally of a public nature, common instances 
 being railway companies. 
 
 Writs of summons to be served upon companies incor- 
 porated under the Companies Clauses Consolidation Act, 
 1845, or the Kailway Clauses Consolidation Act, 1845, 
 may be sent through the post to the principal office of 
 the company, or to one of the principal offices where 
 there is more than one, or may be given personally to 
 the secretary, or, where there is no secretary, theiTto one 
 of the directors of the company.(^) 
 
 In the case of a company incorporated under the 
 Lands Clauses Consolidation Act, 1845, the writ may be 
 sent through the post to the principal office of the pro- 
 moters, or to one of the principal offices where there is 
 more than one, or may be given or posted to the 
 secretary, or the solicitors of the promoters where there 
 is no secretary, (u) 
 
 4. Banking Companies formed under 7 Geo. IV. c. 46. 
 
 All banking companies regulated by this Act must 
 have been formed before the year i844.(#) It is still in 
 force as to ^companies formed before the 6th of May, 
 1844, and not registered under the Companies Act, 
 1862. (y) These companies, although partnerships, 
 possess many privileges which ordinary partnerships do 
 not, the principal of which is the right of suing and being 
 sued in the name of some Public Officer.(z) These 
 privileges were acquired and are retained by sending to 
 
 (0 8 & 9 Viet. c. 1 6, s. 135 ; 8 & 9 Viet. c. 20, s. 138. 
 
 (w) 8 & 9 Viet. c. 1 8, s. 134. 
 
 (a?) 7 & 8 Viet. c. 1 10. 
 
 (y) Post, p. 10. 
 
 (z) Companies possessing the power to sue and be sued in the name of a 
 public officer are (1) Cost Book Mining Companies within the jurisdiction 
 of the Stannaries; (2) Companies under 7 Geo. IV. c. 46; (3) Companies 
 formed by Letters Patent under the 7 Will. IV. & i Viet. c. 73 ; (4) Private 
 companies specially possessing this power.
 
 COMPANIES UNDER THE COMPANIES ACTS. 
 
 the Stamp Office once a year, between the 28th of 
 February and 2 5th of March, a return of (i) The name 
 of the company ; (2) The names and addresses of the 
 members; (3) The name of every bank established by 
 it ; (4) The names and addresses of two or more persons, 
 members of the co-partnership, resident in England, 
 together with their titles of office, who have been ap- 
 pointed Public Officers of the company 5(5) The name of 
 every town and place where any bills or notes are issued. 
 These returns must be verified by the oath of one of the 
 Registered Public Officers. There is nothing in the Act 
 which makes these returns conclusive one way or another. 
 
 B. COMPANIES FORMED UNDER THE COMPANIES ACT, 
 1862. 
 
 With regard to the second division of joint stock com- 
 panies viz., those formed under the Companies Act, 
 1862 these are by far the most numerous and im- 
 portant, and to them the bulk of these pages will be 
 devoted. 
 
 The Companies Act, 1862, provides for the formation 
 of t|iree different kinds of companies, viz. : 
 
 1. Companies limited by shares. 
 
 2. Companies limited by guarantee. 
 
 3. Unlimited companies. 
 
 The chief distinction between these three classes of 
 companies is in the liability of the members. Their 
 liability in the first case is limited to the amount unpaid 
 on their shares,(a) in the second case to the amount 
 which each has undertaken by the memorandum of 
 association to contribute to the assets of the company in 
 the event of its being wound up,(6) and in the third 
 case the liability of the members is unlimited.(c) There 
 
 (a) The Companies Act, 1862, e. 7. (6) Ibid. (c) Ibid. a. 10.
 
 THE DIFFEKENT KINDS OF COMPANIES. 
 
 are, however, various other distinctions, which will be 
 Number of noticed further on. The smallest number of persons 
 quIrcd S to e fonfr| wno can ^ orm a company is seven,(rf) and no partnership 
 a company. ! f mO re than twenty persons can be formed for the 
 purpose of carrying on any business that has for its 
 object the acquisition of gain by the partnership or by 
 its members, unless it is registered as a company under 
 the Companies Act, 1862, or is formed in pursuance of 
 some other Act of Parliament, or is a company engaged 
 in working mines within and subject to the jurisdic- 
 tion of the Stannaries. (e) An association of more 
 than twenty persons for the acquisition of gain is an 
 illegal association unless registered under the Companies 
 Act.(/) 
 
 Mutual Marine Insurance Companies, (#) Loan 
 Societies,^) and Money Clubs (i) come under sect, 4 of 
 the Companies Act, 1862, and must be registered where 
 their members exceed twenty in number. The section 
 does not apply to companies formed before the commence- 
 ment of the Act of 1862, even although the original 
 members may have changed. (&) 
 Banking /t -^Qkjjig. partnerships in this respect are on a peculiar 
 footing, as they must be registered if the number of 
 partners exceed ten. (/) w^V *&& * 
 
 (d) The Companies Act, 1862, s. 6. Where it carries on business for six 
 months after its members have been reduced below seven, every member 
 cognizant of the fact is personally liable for payment of the whole of the 
 debts of the company contracted duriug.siich period, and may be sued for the 
 same without the joinder in the action of any other member. The Com- 
 panies Act, 1862, s. 48. 
 
 (e) The Companies Act, 1862, s. 4. 
 
 (/) SyJces v. Beadon, n Ch. D. 170; but see Smith v. Anderson, 15 Ch. 
 D. 247- 
 
 (g) Padstow Total Loss and Collision Assurance Association, 20 Ch. D. 
 137- 
 
 (h) Jennings v. Hammond, g Q. B. D. 225 ; Shaw v. Benson, 11 Q. B. 
 D. 563. 
 
 (i) Ex p. Poppleton, 14 Q. B. D. 379. 
 
 (k) Shaw v. Simmons, 12 Q. B. D. 117. 
 
 (0 The Companies Act, 1862, s. 4.
 
 BANKING COMPANIES. g 
 
 Companies formed for the purpose of promoting art, Companies 
 science, literature, religion, charity, or any other object c^hy &c. 
 not involving the acquisition of gain by the company or 
 by the individual members thereof, were not considered 
 at common law as partnerships, and such a company 
 may, by the licence of the Board of Trade, be registered 
 with limited liability without the addition of the word 
 " limited " to its name,(?n) but cannot, without the 
 sanction of the Board of Trade, hold more than two acres 
 of land ; the Board of Trade may, however, by licence 
 under the hand of one of their principal or assistant 
 secretaries, empower any such company to hold lands in 
 such quantity and subject to such conditions as they 
 think fit.(ft) 
 
 Every limited bankingcompany, and every insurance Limited 
 company, deposit, provident, or benefit society, must, companies^, 
 before it commences business, and also on the first 
 Honday_in_February and the first Monday in August in 
 every year, make a statement of its capital, liabilities, 
 and assets, in a prescribed form, and a copy of such 
 statement must be put up in a conspicuous place in the 
 registered office of the company, and in every branch or 
 place where the business of the company is carried on.(o) 
 
 Any company registered as an unlimited company change of 
 may register as a limited company. I S^JLy into 
 
 The registration of an unlimited company as a limited f limitedone - 
 company does not prejudice any debts, liabilities, obliga- 
 tions, or contracts incurred or entered into by the 
 company prior to registration. (p) 
 
 An unlimited company may register as a limited one, Notwithstand- 
 notwithstanding any provisions contained in any Act of Vision JtoThe 
 Parliament, royal charter, deed of settlement, contract 
 copartnery, cost book regulations, letters patent, or other 
 instrument constituting or regulating the company.(g') 
 
 Banking partnerships, as has been before mentioned, Banking 
 
 companies. 
 
 (m) The Companies Act, 1867, s. 23. 
 
 (n) The Companies Act, 1862, a. 21. (0) Ibid. a. 44. 
 
 (p) The Companies Act, 1879, B. 4. (qj Ibid. a. 10.
 
 10 
 
 THE DIFFERENT KINDS OF COMPANIES. 
 
 notes. 
 
 require registration as companies when the number of 
 partners exceeds ten. 
 No limited , Any banking company claiming to issue notes in the 
 
 liability as /__ . r=r. % . ,.,, -. , r: "I j T 1 VIM. 
 
 regards bank United Kingdom is not entitled to limited liability in 
 irespect of such issue, (r) and the members are liable for 
 the wholejamount of the issue in addition to the sum for 
 which they are liable on their shares or guaranteeT 
 
 In the event of a banking company being wound up, 
 in case the general assets are insufficient to satisfy the 
 claims of both the noteholders and the general creditors, 
 the members, after satisfying the remaining demands of 
 ij the noteholders, are liable to contribute towards payment 
 \ of the debts of the general creditors a sum equal to the 
 amount received by the noteholders out of the general 
 assets of the company, (s) 
 
 Any bank of issue registered as a limited company 
 can make a statement on its notes to the effect that its 
 limited liability does not extend to its notes, and that 
 j the members of the company continue liable in respect of 
 ', its notes in the same manner as if it had been registered 
 as an unlimited company.(^) 
 
 Once at least in every year the accounts of every 
 banking company registered as a limited company must 
 be examined by an auditor or auditors, who must be 
 elected annually by the company in general meeting. (u) 
 Director or A director or officer of a banking company is not 
 
 capable of being elected auditor of such company.^) An 
 auditor on quitting office is re-eligible, {y) 
 
 On any casual vacancy in the office of auditor the 
 surviving auditor (if any) may act, but if there is no 
 surviving auditor, the directors must forthwith call an 
 
 (r) The Companies Act, 1862, s. 182. 
 
 () The Companies Act, 1879, a. 6. For the purposes of this section, 
 the expression "The general assets of the company" means the funds 
 available for payment of the general creditors as well as the note-holders. 
 
 (0 Ibid. 
 
 (u) The Companies Act, 1879, s. 7, ss. i. 
 
 (x) Ibid. s. 7, ss. 2. 
 
 (y) Ibid. s. 7, ss. 3. 
 
 
 Audit of 
 accounts of 
 banking 
 company. 
 
 banking 
 
 company.
 
 AUDIT OF ACCOUNTS OF BANKING COMPANIES. I I 
 
 extraordinary general meeting for the purpose of supply- 
 ing the vacancy or vacancies in the auditorship.(2;) 
 
 The auditor must have a list delivered to him of all Powers of 
 books kept by the company, and must also have access to banking 
 the books and accounts of the company. He may com P an y- 
 examine the directors or officers of the company in 
 relation to the books and accounts. 
 
 If the banking company has branch banks beyond the 
 limits of Europe, it will be sufficient if the auditor is 
 allowed access to such copies of or extracts from the 
 books and accounts of any such branch as may have been 
 transmitted to the head office of the banking company in 
 the United Kingdom.(a) 
 
 The auditor or auditors must make a report to the Eeport on 
 members on the accounts, and on a balance sheet which banking 8 f 
 must be laid before the company in general meeting, company. 
 The report must state whether in the opinion of the 
 auditors the balance sheet is a full and fair one, properly 
 drawn up so as to exhibit a true and correct state of the 
 company's affairs as shown by its books. The auditor's 
 report must be read before the company in general 
 meeting. The remuneration of the auditors is fixed by 
 the general meeting appointing them, and is paid by the 
 company, (b) 
 
 Balance sheets submitted to general meetings must be Balance sheets 
 signed by the auditor or auditors, by the secretary or 
 manager (if any), and by the directors of the company, or 
 three of such directors at least.(c) 
 
 Every life assurance company established aftex the gthlLifo assurance 
 of August, 1870, and every company commencing to|r orapau 
 carry on the business of life_assurance after that \ 
 date, must, if it carries on business within the United 
 
 I / 
 
 Kingdom, deposit the sum of 20,000 with the Court Bopositto 
 of Chancery.^ ^ 
 
 companies. 
 
 (z) The Companies Act, 1879, a. 7, ss. 4. 
 
 (a) Ibid. s. 7, ss. 5. (b) .Ibid. s. 7, ss. 6. (c) Ibid. a. 8. 
 
 (d) The Life Assurance Companies Act, 1870, 33 & 34 Viet. c. 61, s. 3 ; 
 34 & 35 Viet. c. 58, s. i.
 
 12 
 
 THE DIFFEKENT KINDS OF COMPANIES. 
 
 Statements of 
 account by. 
 
 Amalgama- 
 tions of life 
 assurance 
 companies. 
 
 This deposit may be made by the subscribers of the 
 memorandum of association of the company, or any of 
 them, in the name of the proposed company, and is 
 I deemed to form part of the assets of the company. (e) The 
 deposit is invested by the Court, and the income paid to 
 the company. No certificate of incorporation is to be 
 issued until the deposit has been made. The deposit is 
 to be returned to the company as soon as its life 
 assurance fund, accumulated out of the premiums, has 
 amounted to ^4O,ooo.(/) Until returned to the company 
 the deposit is deemed to form part of the life assurance 
 fund of the company. (r/) When such a company carries 
 on other business besides that of life assurance, a separate 
 account must be kept of all receipts in respect of the life 
 assurance and annuity contracts of the company. Such 
 receipts must form a senarate fund, called the life 
 assurance fund of the company, and be as absolutely the 
 security of the life policy and annuity holders as though 
 the company carried on no business other than that of life 
 assurance. (Ji) 
 
 Life assurance companies are also required to make 
 annual statements of accounts, and also at less frequent 
 intervals, reports on their financial condition, and printed 
 copies of the accounts and reports must be furnished to 
 the share and policy holders of the company when 
 required by them.(i) 
 
 Any amalgamation of two or more life assurance 
 /companies must be sanctioned by the Court on petition. 
 This sanction cannot be given if policyholders representing 
 one-tenth or more of the total amount assured dissent 
 from the amalgamation.^) 
 
 A life assurance company may be wound-up on the 
 
 (e) 35 & 36 Viet. c. 41, s. i. 
 (/) 33 & 34 Viet. c. 61, s. 3. 
 
 (.9) 35 & 36 Viet. c. 41, s. i. As to payment of deposit into or out of 
 Court, see Rules of the Board of Trade, 28th August, 1872. 
 CO 33 & 34 Viet. c. 61, s. 4 ; 35 & 36 Viet. e. 41, s. 2. 
 (*) 33 & 34 Viet. c. 61, ss. 5-11. 
 (k) Ibid. s. 14.
 
 LIFE ASSURANCE COMPANIES. 13 
 
 application of one or more of the policy-holders on proof A life assur- 
 of its insolvency. In determining whether the company 
 
 is insolvent or not, the Court takes into account its con- U P n the , 
 
 petition of a 
 
 tingent or prospective liability under policies and annuities policy-holder 
 and other existing contracts. No hearing is granted to oT insolvency. 
 the petition until both security for costs is given and a 
 primd facie case made out to the satisfaction of the judge. 
 In the case of a proprietary company the Court suspends 
 proceedings on the petition for a reasonable time, to allow i 
 calls to be made to produce a sufficient amount of assets 
 to meet the liabilities.^) 
 
 There are, however, a large number of joint stock Companies not 
 companies not formed under the Companies Act, 1862 ; 
 with regard to these that Act specially provides that 
 every company consisting of seven or more members, and it. 
 formed in pursuance of any Act of Parliament other than 
 the Companies Act, 1862, or otherwise duly constituted 
 by law, may, with one unimportant exception, register 
 under the Companies Act, i862,(m) and will, when so 
 registered, except in one or two unimportant particulars, 
 
 (0 33 & 34 Viet, c. 61, s. 21. As to the winding-up of subsidiary life 
 assurance companies, see 35 & 36 Viet. c. 41, 8. 4. On the winding-up of a 
 life assurance company the value of the life annuities and lite policies is 
 estimated in manner provided by the following rul6s: Ride for valuing an 
 annuity. An annuity shall be valued according to the tables used by the 
 company which granted such annuity at the time of granting the same, and 
 where such table cannot be ascertained or adopted to the satisfaction of the 
 Court, then according to the table known as the Government Annuities 
 Experience Table, interest being reckoned at the rate of 4 per cent, per 
 annum. Rule for valuing a policy. The value of a policy is to be the 
 difference between the present value of the reversion in the sum assured on 
 the decease of the life, including any bonus or addition thereto made before 
 the commencement of the winding-up, and the present value of the future 
 annual premiums. In calculating such present value the rate of interest is 
 to be assumed as being 4 per cent, per annum, and the rate of mortality as 
 that of the tables known as the Seventeen Offices Experience Tables. The 
 premium to be calculated is to be such premium as, according to such rate 
 of interest and rate of mortality, is sufficient to provide for the risk incurred 
 by the office in issuing the policy, exclusive of any addition thereto for office 
 expenses and other charges, 35 & 36 Viet, c, 41, s. 5, and Schedule I. 
 
 l/n) The Companies Act, 1862, s. 180.
 
 14 THE DIFFERENT KINDS OF COMPANIES. 
 
 be subject to its provisions in the same way as a company 
 formed under the Act. 
 
 Exception. The one class of companies which may not register 
 
 under the Act are mutual companies enjoying limited 
 liability by virtue of Act of Parliament or letters patent ; 
 probably no such company exists; but the reason of 
 excluding them from the privilege of registering is the 
 inapplicability to such companies of the provisions for 
 -up of, winding-up.(w) The Companies Act, 1862, also contains 
 P rov ^ s ^ ons ^ or ^ e compulsory winding-up of companies 
 
 under the not registered under the Act : (o) such companies cannot 
 
 Companies / V- 3 . . 
 
 Acts. be wound up voluntarily or under the supervision 01 the 
 
 Court, but only by the Court. 
 
 As both the registration under the Act of companies 
 formed in some other way and the winding-up of un- 
 registered companies seldom occur in practice, they are 
 beyond the scope of a work of this size, and the reader is 
 referred for further particulars on these points to the 
 Acts themselves. 
 
 (n) Thring on Joint Stock Companies, 3rd ed. p. 199. 
 (o) The Companies Act, 1862, ss. 199-204.
 
 DEFINITION OF " PROMOTER." I 5 
 
 CHAPTER II. 
 
 OF THE FOEMATION OF A COMPANY PROMOTERS THE 
 
 PROSPECTUS THE MEMORANDUM AND ARTICLES OF 
 
 ASSOCIATION. 
 
 Promoters. 
 
 THE term " promoters " is applied to the persons who Definition of 
 originate the company. The term is not one which 
 admits of any very exact definition. Cockburn, C.J., 
 in the case of Tun/cross v. Grant, (ci) said a promoter is 
 " one who undertakes to form a company, with reference 
 to a given project, and to set it going, and who takes the 
 necessary steps to accomplish that purpose ; " but 
 Bowen, L. J., in the case of Whaley Bridge, Co. v. Green,QJ) 
 said, " The term promoter is a term not of law but of 
 business, usefully summing up in a single word a number 
 of business operations familiar to the commercial world, 
 by which a company is generally brought into existence." 
 
 A solicitor by merely acting as solicitor to a company 
 in its early stages, does not become a " promoter." (c) 
 Nor is he an officer of the company within the meaning 
 of sect. 165 of the Companies Act, iS62.(d) 
 
 The promoters of a company stand in a fiduciary Fiduciary 
 
 relationship to it.(e) The following consequences ^arise between pro- 
 moters and tbo 
 
 (a) aC.P.D.541. company. 
 
 (b) 5 Q. B. D. in. For other definitions see The Emma Mining Co. v. 
 Lewis, 2^ W. K. 836 ; and TJie Barry Jiy. Co., 4 Ch. D. 315. 
 
 (c) Great WJieal Polyooth, 49 L. T. N. S. 20. 
 
 (d) In re Great Western (Forest of Dean) Coal Consumers' Co., Carter's 
 Case, 31 Ch. D. 496. 
 
 (e) Erlanffer \. New Sombrero, 3 App. Gas. 1236.
 
 16 THE FORMATION Of A COMPANY. 
 
 from the fiduciary relationship between the promoter and 
 the company. 
 
 (1) A promoter may not make (either directly or 
 
 indirectly) any profit at the expense of the 
 company he promotes without the knowledge and 
 consent of the company ; and the company, on 
 discovery, can compel him to surrender any profit 
 made in violation of this rule. 
 
 (2) If a promoter desire to sell his property to the 
 
 company he forms, or to procure the company to 
 adopt or enter into any agreement under or in 
 relation to which he will benefit, he must, as a 
 general rule, provide the company with an 
 independent executive, able to protoct its in- 
 terests; otherwise the transaction will be liable 
 to be invalidated, or he may be called on to sur- 
 render his profit. 
 
 (3) Once a promoter has begun to promote or other- 
 
 wise act on behalf of the company, he must give 
 to the company the benefit of any negociation or 
 contracts secured whilst so acting ; e.g., if he 
 enters into a contract-4o purchase property, he 
 cannot properly sell to the company at a higher 
 price than he gave, and if he do, the company on 
 discovering its rights may rescind the contract, 
 or compel the promoter to surrender his profit. 
 And in such cases the fact that it has become 
 impossible to rescind does not affect the company's 
 alternative right, w ta>^ 
 
 (4) He must make a fair and reasonable use of his 
 
 position, and must avoid anything like the 
 appearance of undue influence or fraud.(/) 
 It is a question of evidence whether or not vendors to 
 
 (/) These rules are taken almost verbatim from Mr. Palmer's Company Pre- 
 cedents, 5th ed. p. 21, where the cases in support of them are collected and 
 the subject fully discussed. See, on the liability of promoters, the recent 
 cases of Lyclney and Wigpool Iron Ore Co. v. Bird, 33 Ch. D. 85, and 
 Ladywell Mining Co. v. Hvggins, 35 Ch. D. 400-
 
 PROMOTERS. 
 
 a company are to be treated as promoters or as standing 
 in a fiduciary position so as to be obliged to refund a 
 secret profit they have made by the sale. If a company 
 claims to rescind a contract on the ground that the person 
 selling was in a fiduciary position with regard to the com- 
 pany, and did not disclose the fact that he was selling his 
 own property, it must do so in time to place the vendor 
 in the position he was in at the time of the sale.(^) 
 
 A company is of course not liable for the acts and How far the 
 engagements of its promoters, unless it was expressly 
 stipulated in its charter, Act of Parliament, or deed of 
 
 settlement, that it should be. by the p 
 
 If, however, a company has acquired property or 
 exercised rights in pursuance of an engagement entered 
 into by its promoters, it will not be permitted to with- 
 draw from such engagement, if it is one which would 
 have bound the company had it been entered into after 
 its formation. (7t) It appears now settled, both at law and 
 in equity, " that a company cannot ratify a contract made 
 on its behalf before it came into existence cannot ratify 
 a nullity. The only thing that results from what is 
 called a ratification or adoption of such a contract is not 
 the ratification or adoption of a contract qua contract, 
 but the creation of an equitable liability, depending on 
 equitable grounds." (i) 
 
 The usual practice is, prior to the registration of a The preiimi- 
 company, for a preliminary agreement to be entered into 
 between the vendors of the property the company is to 
 acquire and a trustee for the company, specifying the 
 terms on which the purchase is to be made. This 
 preliminary agreement should never be relied on, but 
 immediately after the registration of the company a fresh 
 agreement should be entered into between the vendors and 
 
 (g) LadyweU Mining Co. v. Brooks, 35 Ch. D. 400. 
 
 (h) Edwards v. The Grand Junction Canal By. Co., I My. & Cr. 650. 
 
 (i) Per James, L.J., in In re Empress Engineering Co., 16 Ch. D. 130; 
 see also In re Hereford and Smith Wales Waggon and Engineering Com- 
 pany, 2 Ch. D. 621 ; and Buckley, 6th ed. p. 492. 
 
 B
 
 i8 
 
 THE FORMATION OF A COMPANY. 
 
 
 Stamping of 
 agreement. 
 
 the company on the same terms as the preliminary agree- 
 ment, so as to bind the company. (Je) A very convenient 
 form for the new agreement to follow is by indorsement 
 on the old one, simply incorporating by reference the 
 provisions of the old one.(^) 
 
 , A company may, by acts of part, performance, render 
 itself liable to perform the preliminary agreement, 
 although no new contract has been expressly entered into 
 by it ; (m) that is, the acts of part performance may be 
 such that the Court will infer that the company has 
 bound itself after its incorporation in terms similar to those 
 contained in the preliminary agreement. 
 
 A stamp of 6d. each (or, if the agreement be under 
 seal, I os. each) is usually sufficient for the preliminary 
 and confirmatory agreements ; but by the Revenue Act, 
 1 8 89, (n) such contracts will in some cases require to be 
 stamped with an ad valorem duty of los. per cent, on the 
 consideration. Where such duty is paid, the conveyance 
 or transfer of the property made pursuant to such agree- 
 ment is not chargeable with any duty. In cases where 
 as is frequently the case the rights of the vendor to 
 the company are derived under an agreement, and he sells 
 at an increased price to the company, the ad valorem duty 
 is payable on the increase only. In any case the agree- 
 ment may be stamped with a 6d. or ios. stamp only, 
 provided a conveyance or transfer of the property is made 
 ancf stamped with the proper ad valorem duty within six 
 calendar months after the first execution of the agreement. 
 The provisions of this section of the Revenue Act, 
 1889, seem intended to apply to cases of sales of good- 
 will and other property not requiring transfer by deed, in 
 which the parties frequently relied on the agreement and 
 took no further transfer or assignment. 
 
 (k) See hereon, In re Dale & Plant, Limited, W. N. 1889, 131 
 61 L. T. 206. 
 
 (1) For such a form, see Palmer's Company Precedents, 5th ed. p. 148. 
 
 (m) Howard v. Patent Ivory Manufacturing Co., 38 Ch. D. 156. But 
 see In re Northumberland Avenue Hotel Co., 33 Ch. D. 16. 
 
 (n) 52 & 53 Viet. c. 42, s. 15.
 
 THE PRELIMESTAKY AGKEEMENT. 1 9 
 
 An agreement stamped with a 6d. or i os. stamp only 
 will be sufficiently stamped for the purpose of enforcing 
 specific performance. 
 
 Before the prospectus of a company is issued to the Underwriting. 
 public it is very common for its capital to be what is 
 termed underwritten ; that is, contracts will be entered into 
 by persons called " underwriters" to take a specified 
 number of shares if. they are not taken by the public. In 
 other words, the underwriters combine to insure the 
 undertaking against risk of collapse through an insuffi- 
 ciency of subscriptions. The consideration of their doing 
 this is usually a commission on the amount of shares they 
 agree to take. Tlie underwriting contract is usually who can enter 
 entered into between the underwriters and a promoter, ^act* ' 
 and the commission paid by the promoter. It is very 
 doubtful whether such a contract can be entered into by 
 the company itself, (o) The doubt rests on two grounds 
 first, whether the payment of the commission is not an 
 improper application of the company's capital ',(p) and 
 secondly, whether such a contract may not amount to "an 
 issue of shares at a discount. (q) 
 
 The Prospectus. 
 
 The term " prospectus " is applied to the document The prospec- 
 put forward by the persons interested in the company, to U8> 
 induce other persons to take shares or otherwise assist the 
 company with money. 
 
 A prospectus can be issued either before or after the When usually 
 registration of a company, but the ordinary practice now 1S 
 is for the directors, as soon as a company is registered, 
 to put forward a statement of the objects and proposed 
 business of the company, in order that investors may 
 judge whether the company is one in which they should 
 place their money. Usually the prospectus is prepared 
 by the promoters before the registration of the company, 
 
 (o) See hereon TJte Licensed Victuallers' Co., 41 Ch. Div. i. 
 (p) In re Faure Electric Co., 40 Cli. D. 141. 
 ('/) See post, p. 43.
 
 20 
 
 THE FORMATION OF A COMPANY. 
 
 Who is 
 
 responsible for 
 the prospectus. 
 
 Misrepresen- 
 tations in it. 
 
 Bemedy of 
 persons mis- 
 fed. 
 
 Against the 
 company. 
 
 The applica- 
 tion for relief 
 must be made 
 promptly. 
 
 and finally settled and put forward by the directors 
 directly after the company's registration. 
 
 Both the promoters who frame and take an active part 
 in the issue of the prospectus (r) and the directors who 
 actually issue it are responsible for it. The directors cannot 
 shirk responsibility by saying that they only acted as agents 
 for the company, or that the prospectus is one got up by 
 the promoters. 
 
 The prospectus should not contain any misrepresenta- 
 tion of any material fact or misleading statements, and 
 every material fact known to the promoters and directors 
 should be stated by it. The cases on what will and what 
 will not amount to misrepresentation or concealment are 
 too numerous to be dealt with in so small a work as the 
 present, and of course such cases are only of use by way 
 of example, as each prospectus must be judged by its own 
 statements, the circumstances surrounding it, and the 
 knowledge of the persons putting it forward. 
 
 A person who has been induced to take shares in a 
 company (or otherwise part with money) on the faith of 
 misrepresentations in a prospectus has a twofold remedy : 
 (i) against the company; (2) against the directors and 
 promoters who have put forward the prospectus. 
 
 As against the company he can claim to have his contract 
 to take the shares rescinded. In order to do this he 
 must prove (i) that the prospectus misrepresented or 
 failed to disclose some material fact ; (2) that he was 
 misled into taking shares by such misrepresentation or 
 concealment.(s) 
 
 Any application to rescind a contract to take shares on 
 the ground of misrepresentation must be made promptly 
 as soon as the true facts are learnt, .or all right to relief 
 will be forfeited.(tf) In one case a delay of a month 
 
 (r) Twyeross v. Grant, 2 C. P. D. 503 ; Erlanger v. New Sombrero Co., 
 5 Ch. D. in ; 3 App. Gas. 1218. 
 
 (s) The cases on this subject will be found very conveniently cited in 
 Palmer's Company Precedents, 5th ed. p. 54. 
 
 (*) Sharpley v. Louth, &c., Ry. Co., 2 Cb. D. 663; Ashley's Case, 9 Eq. 
 267 r.
 
 re ~ 
 
 THE PROSPECTUS. 21 
 
 after the shareholder had given notice of repudiation. 
 which the directors refused to accept, was held to be fatal 
 to the claim; (it) but a reasonable delay will not have 
 this effect ; e.g., whilst he is investigating the facts,(2) or 
 whilst bond fide negotiations are pending between him 
 and the company, (y) 
 
 The right to repudiate cannot be exercised after the 
 commencement of the winding-up of the company ; it is 
 then too late, as the rights of third parties, the creditors 
 of the company, have intervened^) 
 
 In addition to his right to have the contract to take Remedy 
 shares rescinded, the person misled by a prospectus has alpf^on making 
 right of action against the directors, promoters, or othe 
 who actually issued or authorised the issue of it. ^ 
 
 The cases in which a person injured can recover classes of 
 damages against the persons responsible for the prospectus |f 
 may conveniently be divided into three classes : injured can 
 
 * recover 
 
 l . Where the defendants have been guilty of fraud or the persons 
 
 j - f responsible 
 
 ceit - for the pro- 
 
 2. Where the prospectus does not comply with the spectus. 
 
 provisions of section 38 of the Companies Act, 
 1867. 
 
 3. Cases falling under the provisions of the Directors' 
 
 Liability Act, 1890. 
 
 Class 3 is really an extension of class I . The effect of class 3 exteu- 
 the Directors' Liability Act, 1 890, is only to make certain Slon cla88 ' 
 persons named in the Act liable for untrue statements 
 contained in a prospectus, unless such persons can prove 
 that the untrue statements were made without their 
 authority, or that they believed, and reasonably believed, 
 the statements to be true. 
 
 (u) Taite's Case, 3 Eq. 795. See also Peel's Case, 2 Ch. 674. 
 
 (x) AsMey's Case, g Eq. 269 ; Central By. Co. Venezuela v. KiscJt, 
 
 2 H. L. 99. 
 
 (y) NeiVs Case, 15 W. R. 894 ; Pawle's Case, 4 Ch. 497. 
 
 (z) Oakes v. Turquand, 2 H. L. 325 ; Stone v. City and County Bank, 
 
 3 C. P. I). 282.
 
 22 THE FORMATION OF A COMPANY. 
 
 Cases falling under Class, I. The persons issuing 
 a fraudulent prospectus cannot shelter themselves 
 behind the fact that they are merely agents, for all 
 persons concerned in the commission of a fraud can 
 be treated as principals and held responsible for it.() 
 
 What the In order to succeed, the person misled must prove 
 ( a ) the misrepresentation, (b) that it was made by 
 the defendants, (c) that he was deceived and misled and 
 prejudiced by the misrepresentation, (d) that the mis- 
 representation was made by the defendants with the 
 knowledge that it was false, or without any honest belief 
 in its truth. Until the case of Derry v. Peek, recently 
 decided by the House of Lords,(&) the rule was always 
 considered to be that the defendants in such an action 
 would be liable for the representations made by them 
 which they knew to be untrue, or made by them reck- 
 lessly, not knowing whether they were true or not. In Derry 
 v. Peek the House of Lords came to the conclusion that 
 mere recklessness was not sufficient, but this has been 
 altered by the Directors' Liability Act, 1890, the object of 
 which is to make directors liable for such want of care. 
 
 AD ambiguous f Where the representation is ambiguous, the plaintiff 
 
 representation. , . ,. . , -, -, 
 
 must snow how ne interpreted it, otherwise he does not 
 sho^ one of the grounds necessary for success that he 
 was deceived.(c) 
 
 Contracts Cases falling under Class 2. Every prospectus of a 
 
 by the com- company, and every notice inviting persons to subscribe for 
 promoters 8nare s> must specify the dates and the names of the parties 
 to any contract entered into by the company, or the pro- 
 moters, directors, or trustees thereof, before the issue of such 
 . fafy prospectus or notice, whether subject to adoption by the 
 
 (a) Weir v. Barnett, 3 Ex. D. 245 ; Henderson v. Lacon, 5 Eq. 249 ; 
 Oullen v. Thompson's Trustees, 4 Macq. 424. 
 
 (b) 14 App. Gas. 337. The burden of proof of dishonesty requisite to 
 sustain an action of deceit lies on the plaintiff, and in such an action the 
 plaintiff must show that the defendant made the misleading statement 
 otherwise 4 than in a bond fide belief that it was true : Glazier v. Bolls, 
 42 Ch. 1). 436. 
 
 (c) Smith i: CJiodwicl; 20 Ch. D. 45 ; 9 App. Gas. 187.
 
 THE PEOSPEGTUS. 23 
 
 directors or trustees, or otherwise ; or such prospectus or 
 notice will be deemed fraudulent on the part of the pro- 
 moters, directors, and officers of the company, knowingly 
 issuing the same, as regards any person taking shares in 
 the company on the faith of the prospectus, unless he_had 
 notice of such contract, (d) 
 
 This section of the Act is an extremely difficult one, What co- 
 and has caused much difference of judicial opinion ; on ^disclosed. 
 the balance of authority, the law must at present be taken 
 to be that the prospectus must disclose not only contracts 
 which impose an obligation on the company, but also all 
 contracts entered into by the promoters, &c., whether 
 before or after they become promoters, &c., which relate 
 to the company's affairs.(e) 
 
 The section includes verbal agreements. (/) 
 
 WEen the shareholder comes within the terms of the Remedy of 
 section he has a remedy against the promoter, &c., per- where 1 the ' 
 sonally for damages,^) but he is not entitled to rescind c ^^f uot 
 the contract and have his name removed from the list of 
 shareholders, (h) 
 
 Cases falling under Class 3. The Directors' __ Liability 
 Act, 1 8po,(i) oglyL applies to prospectuses or notices 
 issued affipr the passing of the Act the i8th August, 
 iSgo.(k) 
 
 ~*Fhe persons entitled to the benefit of the Act are Persons en 
 persons who subscribe for any shares, debentures, or de- 
 benture stock, on the faith of a prospectus or notice.(/) Act - 
 
 (d) The Companies Act, 1867, s. 38. 
 
 (e) Buckley, 6th ed. p. 570. See hereon also, Cornell v. Hay, L. E. T. 
 C. P. 328 ; Governs Case, I Ch. D. 200 ; Twycross v. Grant, 2 C. P. D. 
 485- 
 
 (f) Cupel & Co. v. Sims #/}> Composition Co., \V. N. 1888, 97 ; 58 L. T. 
 807. 
 
 (g) Charlton v. Hay, 31 L. T. 437; 23 W. R. 129; Twycross v. Grant, 
 2 C. P. D. 469. 
 
 (h) Governs Case, L. R. 20 Eq. 114; i Ch. D. 182 (diss. Brett, L.J.) ; 
 Buckley, 5th ed. p. 541. 
 (0 53 & 54 Viet. c. 64. 
 (fc) Ibid. s. 3. 
 (0 Ibid.
 
 THE FORMATION OF A COMPANY. 
 
 Amount of 
 compensation. 
 
 Untrue state- 
 ment must be 
 in a prospectus 
 i >r notice. 
 
 The persons 
 liable for the 
 untrue state- 
 ments. 
 
 They are entitled to compensation for the loss or 
 damage they may have sustained by reason of untrue 
 statements. 
 
 The untrue statement must be in the prospectus or 
 notice, or in some report or memorandum appearing on the 
 face thereof (i.e., of the prospectus or notice), g? by reference 
 incorporated therein or issued therewith. 
 
 The persons liable for such untrue statements are : 
 
 (1) Every person who is a director of the company 
 
 at the time of the issue of the prospectus or 
 notice. 
 
 (2) Every person who is named in the prospectus or 
 
 notice as a director of the company. 
 
 (3) Every person who is named in the prospectus or 
 
 notice as having agreed to become a director 
 of the company, either immediately or after 
 an interval of tiine.(w) 
 
 (4) Every promoter of the company, (ri) 
 
 (5) Every person who has authorised the issue of 
 
 the prospectus or notice. 
 
 The Act makes the above-mentioned persons responsible 
 for all untrue statements in the prospectus or notice, }>at 
 certain grounds of defence are open to them, the burden 
 of proving which defence is thrown upon the defendants. 
 Defences open The defences are that the person sought to be made 
 making "untrue' liable for the untrue statement in the prospectus or notice 
 
 (1) Believed such statement to be true. 
 
 (2) Made the statement on the authority of some other 
 person ; or 
 
 (3) Withdrew his consent to the prospectus. 
 
 (m) In classes 2 and 3, such naming must be with the authority of the 
 person named. 
 
 (n) " Promoter " means, for this purpose, " A promoter who is a party to 
 the preparation of the prospectus or notice, or the portion thereof containing 
 such untrue statement, but shall jyit include any person by reason of his 
 acting in a professional capacity for persons engaged in procuring the forma- 
 tion of the Company." Sec. 3, ss. 2. 
 
 .statements in 
 a prospectus.
 
 DIRECTORS' LIABILITY ACT. 25 
 
 In defence number I it must be shown 
 
 (a) That the defendant believed the statement to be 
 
 true. 
 
 (b) That he had reasonable grounds to do so.' 
 
 (c) That he retained this belief up to the time of the 
 
 allotment of the shares, debentures, or deben- 
 ture stock, as the case may be. 
 
 In defence number 2 it must be shown that the state- 
 ment 
 
 (a) Was taken from a report or valuation of an Where state- 
 
 , . meut taken 
 
 engineer, valuer, accountant, or other expert ; from a report, 
 or, &c - 
 
 (b) Was a statement made by some official person ; 
 
 or, 
 
 (c) Was contained in some official document. 
 
 (d) In cases falling under class (a) the defendant 
 
 must have had reasonable grounds to believe 
 that the person making the statement, report, 
 or valuation was competent to make it. 
 
 (e) In all cases the statement in the prospectus must 
 
 be a correct and fair representation of the 
 statement of the official person, or a correct 
 and fair copy of or extract from the report, 
 valuation, or official document from which it is 
 taken. 
 
 In defence number 3 it must be shown that the defend- 
 ant after having consented to become a director (o) 
 
 (a) Withdrew his consent before the issue of the Where person 
 prospectus or notice, and that the prospectus 
 or notice was issued without his authority or consent- 
 consent; or 
 
 (o) The section is ambiguous, and it is not clear whether the words " after 
 having consented to become a director " govern the rest of the subsection 
 (sec. 3, ss. i) or not. In the writer's opinion, they apply to all the rest of the 
 sub-section, and consequently to cases falling under classes (a) (b) (c) and (d) 
 above given.
 
 26 THE FOKMATIOX OF A COMPANY. 
 
 (b) That the prospectus or notice was issued without 
 
 his knowledge or consent, and that on becoming 
 aware of its issue he forthwith gave reasonable 
 public notice (p) that it was so issued ; or 
 
 (c) 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 (p) notice of such 
 withdrawal, and of the reason therefore to be 
 given. 
 
 Position of a The statute is not at all clear as to the course to be 
 differs from taken by a director who differs from the majority of his 
 the rest of the colleagues as to the truthfulness of a prospectus. For 
 
 board. . . .. . 
 
 instance, he may consider a statement in a prospectus to 
 be untrue which the rest of the board think unobjectionable : 
 must he resign, or will he be safe in protesting merely ? 
 The writer inclines to the opinion that a director in such 
 case can safely adopt course (b) or (c), stated above, and 
 retain his seat on the board. 
 
 In the case of companies existing before the passing 
 of the Act which desire to raise farther capital by subscrip- 
 tions for shares or debentures, only those directors are 
 liable who have authorised the issue of the prospectus or 
 notice, oj* havjg adopted or ratified, it. (g) 
 
 Liability to The directors of a company and other persons with 
 
 persons named whose knowledge or consent a prospectus or notice has 
 as directors. k een i ssu ed, are liable to indemnify a person named as a 
 director, or as agreeing to become a director, if such 
 na^ming is unauthorised. (r) 
 Contribution. // TH e persons liable on a prospectus for untrue state- 
 's/ N I/ ments can recover contribution from each other, (s) 
 
 
 (p} This seems to mean notice by public advertisement. 
 (3) Sec. 3, ss. 3. 
 
 (r} Sec. 4. This section is a long rigmarole amounting to this. 
 (s) Sec. 5- As such persons are tort feasors this is an exception to the 
 general rule, as to which see Merryn-eaffigr^ Nixan, 8 T. E. 186.
 
 THE PROSPECTUS. 27 
 
 There is no express provision in the Directors' Liability Power to 
 Act, 1890, preventing an applicant for shares from con- ^J^Jf 
 tracting himself out of the benefit of the Act. Under 
 section 38 of the Companies Act, 1867 (which provides 
 that a prospectus must give certain particulars of .con- 
 tracts entered into by the company and its promoters) a 
 practice has sprung up of making applicants waive the 
 benefit of the section. (t) The validity of this waiver Waiver 
 clause is questionable, but up to the present it has not 
 been held to be invalid under section 3 8, jind there 
 appears to be no reason why it should not be equally 
 valid under the Directors' Liability Act, 1890. 
 
 The rule that exaggeration as distinguished from mis- Exaggeration 
 representation will not invalidate a contract, applies with 11J 
 peculiar force to companies. The promoters of adventures 
 are so prone to form sanguine expectations as to the 
 prospects of the schemes which they introduce to the 
 public, that some high climbing and exaggeration in the 
 description of the advantages which are likely to be 
 enjoyed by the subscribers to the undertaking may 
 generally be expected in such documents. No prudent 
 man can, owing to the well-known prevalence of exagger- 
 ation in such documents, accept the prospectus which is 
 held out by the originators of every new scheme without 
 considerable abatement. Tfot though the prospectus of 
 a new company ought not to be tried by as strict a test 
 as is applied in other cases, it is required to be fair, 
 honest, and bond fide. There must be no misstatement 
 of any material facts or circumstancies7(?t) 
 
 (t) A common form is to state the principal agreement in the prospectus, 
 and then to state " other contracts haveTieen made, but as the above is the 
 only contract to whiclTthe company is a party, applicants shall be deemed 
 to waive the publication, in accordance with section 38 of the Companies 
 Act, 1867, of any further particulars as to contracts." See Palmer's Company 
 Precedents, 5th ed. p. 82. 
 
 (M) Kerr on Fraud, p. 44. See hereon, Bellairs v. Tucker, 13 Q. B. D. 
 562 ; Smith v. Chadirick, 9 App. Cas. 187.
 
 28 
 
 THE FORMATION OF A COMPANY. 
 
 Memorandum 
 
 of association. 
 
 Its requisites 
 in a company 
 limited by 
 shares. 
 
 its requisites 
 
 guarantee. 
 
 The Memorandum and Articles of Association. 
 
 Both the memorandum and articles of association are 
 prepared by the promoters of the company. 
 
 The memorandum of association is a memorandum 
 containing particulars of the company, which is required 
 to be registered with the registrar of joint stock com- 
 panies. The requisites which it must contain differ accord- 
 ing to the class to which the company belongs. 
 
 Where the company is limited by shares, these 
 requisites are : 
 
 1. The name of the proposed company, with the 
 
 addition of the word " limited " as the last word 
 in such name. 
 
 2. Where the registered office is to be situated. 
 
 3. The objects of the company. 
 
 4. A declaration that the liability of the members is 
 
 limited. 
 
 5 . The amount of capital and the shares into which it 
 
 is divided. 
 
 Subject to the following regulations : 
 "f^ fTrJE ff\ Q^' 
 
 1. That no subscriber shall take less than one share. 
 
 2. That each subscriber of the memorandum of 
 
 association shall write opposite to his name the 
 number of shares he takes. (x) 
 
 Where the company is limited by guarantee its 
 memorandum of association must contain the first three 
 of the last-mentioned requisites, and 
 
 4. A declaration that each member undertakes to con- 
 tribute to the assets of the company, in the 
 event of the same being wound up during the 
 time that he is a member, or within one year 
 afterwards, for payment of the debts and 
 liabilities of the company contracted before 
 
 (x) The Companies Act, 1862, s. 8.
 
 MEMORANDUM OF ASSOCIATION. 
 
 the time at which he ceases to be a member, and 
 of the costs, charges, and expenses of winding-up 
 the company, and for the adjustment of the 
 rights of the contributories amongst themselves, 
 such amount as may be required, not exceeding a 
 specified amount, (y) 
 
 Where the company is unlimited the memorandum of iu au 
 association need only contain the first three requisites of 
 a company limited by shares.^) 
 
 The memorandum of association may, in the case of a Articles of 
 company limited by shares, and. must, in the case of a " 
 company limited by guarantee, or unlimited, be accom- 
 panied, when registered, by articles of association. The 
 articles of association contain theTniles ^ind ^regulations, 
 and specify the mode of conducting business, the number 
 and qualifications of the directors, and generally the 
 whole internal organisation of the company ; ajidjmsvjrer, 
 in fact, to articles of partnership. (a) They must be in 
 separate paragraphs, numbered arithmetically, (6) must be 
 Printed, and a sum of 5s. is payable on their registration. 
 Tne schedule to the Act contains a table (marked " A ")\ 
 of provisions, all or any of which may_ be adopted in the}, 
 articles of association. (c) In the case of a company 
 limited by shares, if it has jio articles of association, or 
 where it has articles of association, so^far_as the pro- 
 visions of the table are not excluded or modified by them, 
 Table " A " is to be deemed to be the regulations of the 
 company, (a) The articles of association can be altered 
 
 (y) The Companies Act, 1862, s. 9. 
 
 (z) Ibid. s. 10. 
 
 (a) The articles of association usually contain clauses regulating the 
 general business of the company in reference to the division of the capital, 
 the issue of shares, increase of capital, calls, forfeiture for non-payment, &c., 
 borrowing powers, general meetings, voting, directors and their qualifications, 
 powers, duties, &c., dividends, accounts, audits, notices, arbitration clause, 
 &c. 
 
 (6) The Companies Act, 1862, s. 14. 
 
 (c) Ibid. s. 50. 
 
 (d) Ibid. e. 15.
 
 THE FORMATION OF A COMPANY. 
 
 Number of 
 subscribers. 
 
 I 
 
 Money due 
 from a member 
 to the com- , 
 pany deemep 
 to be a 
 specialty d&bt 
 
 by a special resolution,^) and a company qannpt contract 
 itself "ouT^of its power of making such alteration. (/) 
 
 Both the memorandum and articles of association bear 
 a IDS. stamp, and must be signed by each subscriber, in 
 the^presence of, and attested by, one witness at least, and 
 when registered bind the company and the members 
 thereof to the same extent as if each meinfeer Had 
 subscribed his name and affixed his seal thereto, and 
 there were therein contained a covenant on the part of 
 himself, his heirs, executors, and administrators, to observe 
 all the conditions of the memorandum, and to conform to 
 all the regulations contained in the articles, subject to the 
 provisions of the Act.(^r) The number of subscribers 
 must not be less than seven. Where one of seven sub- 
 scribers was an infant at the time of registration, the 
 company was nevertheless held to be effectually incor- 
 porated.^) 
 
 All monies payable by any members to the company, 
 pursuance of the conditions and regulations of the 
 company, are deemed to be a debt due from such member 
 to the company in the nature of a specialty debt.('i) 
 
 The memorandum and articles of association must be 
 delivered to the Registrar of Joint Stock Companies, who 
 registers them,(&) upon payment of fees varying, in the 
 case of a company having its capitai"~d.ivided into shares, 
 with the amount of its capital, and in the case of a 
 company not having its \capital divided into jshares, with 
 the number of its members. (I) In addition, a .limited 
 company which has its capital divided into shares pays an 
 ad valorem stamp duty of 2s. for every i oo or fraction 
 of ;ioo of its nominal capital. (m) 
 
 (e) The Companies Act, 1862, s. 14. 
 
 (/) Walker v. The London Tramway Company, 12 Ch. D. 705. 
 
 (g) The Companies Act, 1862, ss. n and 16. 
 
 (K) Nassau Company, 2 Ch. D. 610. 
 
 (i) The Companies Act, 1862, s. 16.' 
 
 (k) Ibid. s. 17. 
 
 (1) Ibid. Schedule i, Table B. 
 
 (m) 51 & 52 Viet. c. 8, s, ii ; 52 Viet. c. 7, a. 16 ; and Bee Appendix.'
 
 MEMORANDUM OF ASSOCIATION. 3 I 
 
 Each member is entitled to have a copy of the memo- jCopies of 
 randum and also of the articles of association (if any) fo 
 warded to him on payment of the sum of jj.,^r_any_Jessj association 
 sum prescribed by the company, for each copy. Any com-' 
 pany making default in forwarding a copy of the memoran- 
 dum of association and articles incurs a penalty of not ex- 
 ceeding one pound.(?i) Upon^ registration the company ( 
 becomes incorporated, with power to hold lands. The I v 
 cerffiicate of^tfie Incorporation of any company given by ; 
 the registrar is conclusive evidence that all the requisitions 
 of the Act in respect of registration have been complied , 
 with.(o) By the Companies Act, i8?7,(p) any certificate 
 of the incorporation of any company given by the 
 registrar or assistant registrar is to be received in evidence 
 as if it were the original certificate ; and any copy of or 
 extract from any of the documents or part of the 
 documents kept and registered at any of the offices for 
 the registration of joint-stock companies, if duly certified 
 to be a true copy under the hand of the registrar or one 
 of the assistant registrars for the time being, and whom 
 it shall not be necessary to prove to be the registrar or 
 assistant registrar, is in all legal proceedings whatsoever 
 to be received in evidence as of equal_valiclity with the 
 originaj. document. 
 
 The definition of the objects of the company in the 
 memorandum of association requires particular attention, 
 and tEey should be described sufficiently broadly to 
 include every business which the company is Hkejy to be 
 engaged in. 
 
 If the objects for which the company is formed cUffer 
 in the memorandum of association from the prospectus, 
 any person who has agreed to take shares on the^ith of 
 the prospectus will jjgt be liable as a shareholder.^) 
 
 There was, prior to the Companies (Memorandum of 
 
 (n) The Companies Act, 1862, s. 19. 
 
 (o) Ibid. a. 1 8. 
 
 (p) The Companies Act, 1877 (40 & 41 Viet. c. 26), s. 6. 
 
 (</) Fox v. Clifton, 6 Bing. 776.
 
 32 THE FORMATION OF A COMPANY. 
 
 Association) Act, i89O,(r) which came into force on the 
 1 8th August, 1890, no power for a company to alter its 
 memorandum of association so as to extend the scope of 
 the company. The only way by which this could be done 
 was by a voluntary winding-up and reconstruction. 
 Alterations By that Act the mfiym^randujn, of association may 
 
 of the c\jn> be altered, if an alteration 'is required, to enable the 
 pany. company 
 
 (a) To carry on its business more economically or more 
 
 efficiently ; or 
 
 (b) To attain its main purpose by new or improved 
 
 means ; or 
 
 (c) To enlarge or change the local area of its opera- 
 
 tions ; or 
 
 (d) To carry on some business or businesses which 
 
 under existing circumstances may conveniently 
 or advantageously be combined with the business 
 of the company ; or 
 
 (e) To restrict or abandon any of the objects specified 
 
 in the memorandum of association or deed of 
 settlement, (s) 
 
 Alteration The alteration must be made by special resolution ; (t) 
 
 now made. &nd ^^^^ b the Court.( 
 
 I / ' 
 
 The application for confirmation of the alteration is by 
 petition, (a?) 
 
 If the company is formed under a deed of settle- 
 ment,^) the deed of settlement can be altered in the 
 
 (r) 53 & 54 Viet. c. 62. (s) Ibid. a. i, ss. 5. 
 
 (t) Jbid. s. i, as. i. (u) Ibid. (x) Ibid. 
 
 (y) A deed of settlement is a common way of forming a company outside 
 the Companies Acts. It will be remembered that such a company can after- 
 wards be registered under Part VII. of the Companies Act, 1862 (see 
 page 13). A deed of settlement is practically a deed containing the pro- 
 visions usually inserted in the memorandum and articles of the company. 
 By s. 3, ss. 3, of the Act the expression " deed of settlement " includes any 
 contract of copartnery or other instrument constituting or regulating the 
 company, and not being an Act of Parliament, a royal charter, or letters 
 patent.
 
 MEMORANDUM OF ASSOCIATION. 33 
 
 same way and to the same extent as a memorandum of 
 association, or the form of the constitution of the com- 
 pany may be altered by substituting a memorandum and 
 articles of association for a deed of settlement, either with 
 or without any of the alterations hereinbefore mentioned 
 with respect to the objects of the company. (z) 
 
 Before confirming an alteration the Court must be Facts of which 
 
 Katiqft^f the Court must 
 
 sausnga- ^ satisfied 
 
 (a) That sufficient notice has been given to every before con- 
 holder of debentures or debenture stock of the company, alteration. 
 and any person or class of persons whose interests will, 
 
 in the opinion of the Court, be affected by the alteration ; 
 and 
 
 (b) That with respect to every creditor who in the 
 opinion of the Court is entitled to object, and who 
 signifies his objectipn in manner directed by the Court, 
 either his consent to the alteration has been obtained, jD 
 his debt or claim has been discharged, or has determined, 
 or has been secured to the satisfaction of the Court. 
 
 The Court may in the case of any person or class ofj Court may 
 
 /. -*r i -i. ., i --".-i , . dispense with 
 
 persons, tor special reasons, dispense with the notice no tice. 
 required, (a) 
 
 An order confirming any such alteration may be madeJTerms on 
 on such terms and subject to such conditions as to the w 
 Court seems fit, and the Court may make such orders as 
 to costs as it deems proper.(6) 
 
 In exercising its discretion the Court is to have regard 
 to the rights and interests of the members of the com- 
 pany, or any class of those members, as well as the 
 rights and interests of the creditors, (c) 
 
 The Court can, if it thinks fit, adjourn the proceedings 
 in order that an arrangement may be made to the satis- 
 faction of the Court for the purchase of the interests of 
 dissentient members ; and the Court may give such 
 
 (2) 53 & 54 Viet. c. 62, s. i, ss. i. 
 
 (a) Ibid. s. i, ss. 2. 
 
 (b) Ibid. B. i, ss. 3. 
 
 (c) Ibid. s. i, ss. 4. 
 
 order is to bo 
 made.
 
 34 
 
 THE FORMATION OF A COMPANY. 
 
 Dissentient 
 members 
 cannot be 
 bought out 
 with the com- 
 pany's capital. 
 
 Notice of 
 alteration to ] 
 be given to 
 
 Companies. 
 
 Certificate. 
 
 Penalty for 
 default. 
 
 Change of 
 company's 
 name. 
 
 directions and make such orders as it may think expe- 
 dient for the purpose of facilitating any such arrange- 
 ment or carrying the same into effect, (d) 
 
 No part of the capital of the company can be ex- 
 pended in the purchase of the interests of dissentient 
 members, (e) 
 
 Where a company has altered its memorandum of 
 association or deed of settlement, and such alteration has 
 [been confirmed by the Court, an office copy of JJie order 
 (Confirming such alteration, together with a printed copy 
 iof the memorandum of association or deed of settlement, 
 sq__altred, must be delivered by the company to the 
 Registrar of Joint Stock Companies within fifteen days 
 from the date of the order. (/) 
 
 The registrar, on delivery of the office copy of the order 
 and altered memorandum of association, registers them, 
 and certifies the registration, and, his certificate is con- 
 clusive evidence that all the requisitions 6T~the Act with 
 respect to such alteration and the confirmation thereof 
 have been complied wiih.(g) 
 
 After registration the altered memorandum of associa- 
 tion applies to the company as if the company had been 
 originally registered with the altered memorandum of 
 association. (Ji) 
 
 The company is liable to a penalty of 10 per day 
 during which it is in default, if it makes default in 
 delivering to the registrar of joint stock companies any 
 document required by the Act to be delivered to him.(^) 
 
 The name of a company may be changed with the 
 sanction of a special resolution and with the approval of 
 the Board of Trade. No alteration of name affects any 
 rights or obligations of the company, or renders defective 
 any legal proceedings instituted by or against the 
 jompany.(&) 
 
 
 (d) 53 & 54 Viet. c. 62, s. i, ss. 4. 
 
 (f) lUd. 
 
 (h) Ibid. 
 
 (k) The Companies Acts, 1862, s. 13. 
 
 () 53 & 54 Viet. c. 62, s. 2. 
 
 (<?) Ibid. 
 
 (i) Ibid. s. 2, ss. i.
 
 MEMORANDUM OF ASSOCIATION. 
 
 35 
 
 The fifth requisite of the memorandum of a limited statement as 
 company is that it must set forth the amount and nature to 
 of its share capital. (I) In cases where the shares of a 
 company are from the commencement divided into 
 different classes as, for instance, ordinary and preference 
 shares, or ordinary and founders' shares it is not un- 
 common for the fact to be stated, and the respective 
 rights of the different classes to be specified, in the 
 memorandum, so as to render them unalterable, (m) 
 
 Preference shares may be of two kinds : (a) having 1 Preference 
 preferential rights as to dividends only, and (b) having 
 priority also in respect of capital in the event of a divi- 
 sion of the company's assets. The memorandum should 
 specify precisely the nature of the preferential rights 
 intended to be conferred. 
 
 Founders' shares, which have recently come very much, Founders' 
 into vogue, and are usually issued to the persons who\ 8 
 contribute towards the preliminary expenses of forming 
 the company, vary somewhat in their nature in different 
 cases, bob they may be described generally as entitling 
 the holders to divide amongst them an aliquot portion 
 (such as a half or a quarter) of the profits of the com- 
 pany, oj^in some cases of the surpjjijs profits remaining 
 after a certain specified rate of dividend shall have been 
 paid on the ordinary shares. 
 
 S~ 
 
 (1) Ante, p. 28. 
 (m) Atkbury v. Watson, 30 Ch. D. 376.
 
 THE RIGHTS AND LIABILITIES OF MEMBERS. 
 
 The register 
 of members. 
 
 Registrar. 
 
 The colonial 
 register. 
 
 CHAPTER III. 
 OF THE EIGHTS AND LIABILITIES OF MEMBERS. 
 
 THE REGISTER OF MEMBERS SHARES AND STOCK 
 
 CONTRIBUTORIES. 
 
 The, Register of Members. 
 
 EVERY company is required to keep a listjjf its members, 
 that is, of the members composing it. (a) The register 
 must be open to inspection during business hours between 
 i^T^and 4 o'clock,()_-graibis to members, and on pay- 
 ment of a sum not exceeding is. to others. (c) The 
 company has power to close the register for any period 
 not exceeding thirty days in each year.(W) Every com- 
 ' : pany having its capital divided into shares is required to 
 forward yearly a list of its members, together with other 
 particulars, to the registrar of joint stock companies.(e) 
 
 A company whose objects comprise the transaction of 
 business in a colony may keep in any colony where it 
 does business a colonial register for the members resi- 
 dent in that colony. 
 
 Notice of the office where this branch or colonial 
 register is kept, and of any changes in or discontinuance 
 of this office, must be given to the registrar of joint stock 
 companies. 
 
 The colonial register is deemed to be part of the com- 
 pany's register of members, and is primd facie evidence 
 of all matters entered in it. 
 
 (a) 30 Viet. c. 29, s. 2. (b) The Companies Act, 1862, s. 32. 
 
 (c) Hid. s. 33. (d) Ibid. e. 23. 
 
 (e) Ibid s. 6. For form of list, see Appendix to act.
 
 REGISTER OF MEMBEKS. 37 
 
 Entries in the colonial register are to be transmitted 
 to the registered office of the company as soon as may 
 be after they are made, and a duplicate of its colonial 
 register is to be kept at the registered office. (/) 
 
 If the name of any person is, without sufficient cause, Remedy for 
 entered or omitted from the register of members, or if 
 
 default is made or unnecessary delay takes place in entr y on the 
 
 resistor. 
 
 entering on the register the fact of any person having 
 
 ceased to be a member of the company, the person or 
 
 member aggrieved, or any member of the company, or 
 
 the company itself, may, by motion in any of Her 
 
 Majesty's Superior Courts of Law or Equity, or by appli- 
 
 cation in Chambers, or to the Vice-Warden of the Stan- 
 
 naries, if the company be under his jurisdiction, or in 
 
 such other manner as the Court may direct, apply for an 
 
 order of the Court that the register may be rejctified ; and Rectification; 
 
 tlie~~Court may, if satisfied of the justice of the case, 
 
 make an order for the rectification of the register. The 
 
 Court may, on any such application, decide on any 
 
 question relating to the title of any person who is a party 
 
 to such proceeding to have his name entered on or 
 
 omitted from the register, and generally the Court may, 
 
 in any such proceedings, decide any question that it may 
 
 be necessary or expedient to decide for the rectification 
 
 of the register.^) 
 
 Any rectification of the colonial register of a company 
 must be made by a competent Court of the colony in 
 which the register is kept, (h) 
 
 Where any person has been induced by the mis- Misrepresenta- 
 representation, either of an individual or of the company, 
 to become a member, his proper course is to proceed 
 against the individual or directors by action, and to 
 make application, in the manner before mentioned, to 
 
 (/) The Companies (Colonial Registers) Act, 1883 (46 47 Viet. c. 30), 
 s. 3. 
 
 (g) The Companies Act, 1862, s. 35. In re Hull and County Bank, 
 Burgess's Case, 15 Cb. D. 507. 
 
 (h) 46 & 47 Viet. c. 30, e. 3, SB. 3.
 
 38 THE EIGHTS AND LIABILITIES OF MEMBEES. 
 
 have his name taken off the list of members and for rec- 
 tification of the register. He must, however, do this 
 before a petition for winding-up the company has been 
 presented, as a contributory in a winding-up under 
 the Act of 1862 cannot plead the fact of his having 
 been induced to take his shares by misrepresentation, 
 as a reason for his being struck off the list of contri- 
 butories.('i) 
 
 Contracts to take shares are governed by the same 
 take shares. ru i es as other contracts, and to constitute a binding 
 agreement to take shares the letter^pf application, must 
 be followed by allotment, which must be communicated 
 to the applicant.(&) Mere allotment and entry of the 
 applicant's name on the register is not sufficient to bind 
 him, as it is not the duty of the applicant to see whether 
 the allotment has been made or not. The notice of 
 allotment need not be communicated in writing, but 
 there must be notice, verbal or in writing, to show 
 the applicant that the company has accepted his 
 offer.(Z) This does no>, of course, apply to the persons 
 who subscribe the memorandum and articles of associa- 
 tion. Each subscriber by subscribing agrees to take 
 from the company the shares set opposite to his name, 
 and to pay for them in money or money's worth,(m) 
 unless otherwise provided by a contract in writing, 
 filed pursuant to sect. 25 of the Companies Act, 1867. 
 He will be liable for such shares eyen although 
 in fact no shares have ever been allotted to him or 
 his name been put on the register^) unless the whole 
 
 (i) Oakes v. Turquand, L. E. 2 H. L. 325. 
 
 (k) Pellat'a Cose, L. E. 2 Ch. 527; HebVs Cose, L. E. 4 Eq. 9 ; Gunn's 
 Cose, L. E. 3 Ch. 40 ; Solilgreen & Carrots Case, L. E. 3 Ch. 323 ; 
 Fletcher's Case, 37 L. J. Ch. 49; 16 W. E. 75; 17 L. T. 136; TothiWt 
 Case, L. E. i Ch. 85 ; Ward's Case, L. E. 10 Eq. 659, 662. 
 
 (I) Gunn's Case, supra; Ex p. Fox, II W. E. 577; 2 N. E. I ; 8 L. 
 T. 223 ; Land Shipping Co., 18 L. T. 787. 
 
 (m) Migott's Case, L. E. 4 Eq. 238 ; FothergiWs Case, L. E. 8 Ch. 270 ; 
 NicJwl's Case, 29 Ch. D. 421. 
 
 (n) .Evan's Case, L. E. 2 Ch. 427.
 
 CONTRACTS TO TAKE SHARES. 
 
 39 
 
 ^ shares. 
 
 of the shares in the company have been allotted to other 
 persons. (o) 
 
 Generally shares are only transferable by deed or Transfer of 
 
 **^ ^"^ -\ 11 ^ , , _ f^^^^* **^"^sli*irt 
 
 writing under seal, but exceptions occur in the case of 
 scrip, oj 1 share-warrants issued in~respect of fully paid-up 
 shargg,; such scrip and share-warrants can be transferable 
 to bearer, and will then pass by mere delivery. (p). 
 
 By the Ubmpanies Act, 1 862^ shares Tn companies 
 under that Act are to be transferred in manner provided 
 by the regulations^ of the company .(q) The form given 
 in the schedule to the Act is to be executed by both 
 transferor and transferee.(r) It is very common for the 
 transfer of shares to be subject to certain restrictions, the 
 most usual one being that all calls shall have been pre- 
 viously paid, while another often is that the directors 
 shall consent to the transfer. In such a case the 
 directors are in the position of trustees, being bound to 
 act bond fide, and not capriciously.(s) Subject to any 
 such regulations the right of transfer is absolute, so 
 that a conveyance to a pauper will be valid unless made 
 with a reservation. (t) A contract for the sale of shares / 
 on the Stock Exchange does nojj import an undertaking \f 
 by the vendor that the company will register the trans- 
 feree.^) 
 
 On the death of a shareholder his personal representa- Transmission 
 tives have a statutory right to transfer the shares held by death! 
 p _ the deceased,^)nbut the, articles of association generally 
 ^ giro tnem7^ji aacfiticm, the right to be themselves re- 
 gistered as the holders of the shares upon pro3ucSon of 
 proper evidence of their representative capacity. 
 
 rt JL* 
 
 (o) Mackley's Case, i Ch. D. 247. 
 
 (p) The Companies Act, 1867, B. 27. 
 
 (q) The Companies Act, 1862, . 22. 
 
 (r) Ibid. Sch. i, Table A, Art. 9. 
 
 (*) Ex p. Penny, L. R. 8 Ch. 446. 
 
 (t) Weston's Case, L. R. 4 Ch. 20. 
 
 (w) London Founders' Association v. Clarke, 20 Q. B. D. 576. 
 
 (x) The Companies Act, 1862, 8. 24.
 
 THE EIGHTS AND LIABILITIES OF MEMBERS. 
 
 Difference 
 between 
 stock and 
 shares. 
 
 Power to 
 issue prefer- 
 ence shares. 
 
 I 
 
 Shares. 
 
 Contracts for 
 sale of shares 
 in Joint Stock 
 Banking 
 Company. 
 
 Shares and Stock. 
 
 The chief difference between stock and shares is that 
 the former must be fully paid up, whilst shares are often 
 only partly paid up ; stock, too, can be split up into 
 tic^al-aanounts, whilst shares are each of some definite 
 imount and cannot be subdivided. 
 
 In the absence of an authority in the memorandum of 
 association, the issuing of preference shares is an alteration 
 of the constitution of the company, and ultra vires. (y) 
 And where the articles gave power to issue preference 
 shares to a limited number, the number cannot be in- 
 creased by special resolution, (2) the principle being 
 
 that, in the absence of express permission, itJs an implied 
 
 condition that the shareholders are entitled to rank equally 
 in respect of dividend. 
 
 The shares of a company formed under the Companies 
 Act, 1862, are personal estate, and each share in the 
 case of a company having its capital divided into shares 
 must be distinguished by its appropriate number, (a) 
 They are not goods, wares, or merchandise, within the 
 I /th section of the Statute of Frauds. But under an 
 Act, passed in 1867, called Leeman's Act,(&) any con- 
 tract or agreement for the sale ofshares or stock or other 
 interest in any joint stock banking company, is void, unless 
 such contract or agreementTsets forth in writing the .num- 
 bers of the shares, stock, or other interest, in the register 
 of the company^pr, where there is no register, the persons 
 in whose name the shares, stock, or interest stand as 
 registered proprietors. In Neilson v. James,(c) it was 
 
 (y) Hutton v. Scarborough Hotel Co., No. I, 2 Dr. & Sm., 514; 4 De J. 
 & S. 672 ; 12 L. T. 228, 289 ; 13 W. R. 574, 631 ; Moss v. tiyers, u AV. 
 E. 1046. 
 
 (z) Melhado v. Hamiltin, 28 L. T. 578 ; 29 L. T. 364. 
 
 (a) The Companies Act, 1862, s. 22. 
 
 (6) 30 Viet. c. 29. 
 
 (c) 9 Q. B. D. 546 ; see also Perry v. Barmtt, 14 Q. B. D. 467 ; 
 15 Q. B. D. 388.
 
 SHAKES AND STOCK. 41 
 
 proved that the custom of the Stock Exchange (contrary 
 to this Act) was to omit the namjg of the registered pro- (;> 
 prietor in the bought and sold notes which constitute the 
 agreement on sales of shares on the Stock Exchange. 
 This custom was held to be unreasonable and illegal. 
 
 jPreviously to the Companies Act, i86?,(d) shares Payment in 
 might be paid for in money's worth as well as money ; 
 and vendors, contractors, and other persons dealing with 
 the company might be paid by the allotment to them of 
 fully paid-up shares. (e) This was found to open a door 
 to fraud, and it was accordingly provided by that Act 
 that every share must be paid for in cash, unless it is 
 otherwise determined by a contract filed with the registrar 
 of joint stock companies. (/) But if shares which are 'Transferee 
 not paid for in cash are issued to some person, and they wift 
 are handed over to a purchaser who takes them bond fide 
 and without notice of the manner in which they were 
 issued, the purchaser is not liable to be placed on the list 
 of contributories in respect of the shares.^) 
 
 If a person taking shares from a registered holder Onus of proof 
 knows when he acquires the shares that they were not 
 fully paid for in cash, he will be liable to pay the full 
 nominal amount of the shares, unless a contract has 
 been duly registered under section 25, but the onus of 
 proving such knowledge lies on the person alleging it, 
 at any rate where the certificate states that the shares 
 are fully paid up. (h) The fact that the company con- 
 tracted to register the contract and did not do so, will 
 not prevent the liquidator recovering from the holder, (i) 
 
 Sect. 25 of the Companies Act, i867,(&) provides When contract 
 
 must be filed. 
 
 (d) 30 & 31 Viet. c. 131. 
 
 (e) Thring on Joint Stock Companies, 3rd ed. p. 489. 
 (/) The Companies Act, 1867, s. 25. 
 
 (</) Burkinshaw v. NichoUs,^ App. Cas. 1004. ' See also In re Barrow-in- 
 Furness and Northern Counties Land and Investment Co., 14 Ch. D. 400 ; 
 In re Stapkford Colliery Co., Barrow's Case, 14 Cb. D. 432. 
 
 (h) He A. W. Hatt & Co., 37 Ch. D. 712. 
 
 (i) In re the London Celluloid Co., 39 Ch. D. 190. 
 
 (fc) 30 & 31 Viet. c. 131.
 
 THE EIGHTS AND LIABILITIES OF MEMBERS. 
 
 Rectification 
 of register. 
 
 No duty on a 
 transferee to 
 see that con- 
 tract has been 
 registered, 
 even though 
 he be an officer 
 of the com- 
 pany. 
 
 Eefusal to 
 
 register 
 
 contract. 
 
 that the contract must be filed with the registrar of 
 joint stock companies "at or before the issue of such 
 shares." 
 
 In the case of The Tunnel Co.(l) a contract for the issue 
 of shares as fully paid up was given to the allottee late 
 in the day for the purpose of his getting it filed with the 
 registrar of joint stock companies, together with a cer- 
 tificate of shares. The contract was filed on the following 
 morning. This was held by North, J., to be a sufficient 
 compliance with the section. 
 
 In order to comply with the section, the document 
 registered must be an actual contract, and where only one 
 party has executed, the acceptance of its terms by the 
 other party after the shares have been issued is not suffi- 
 cient, (m) 
 
 Where allottees have accepted shares as fully paid up, 
 in ignorance of the fact that no contract has been regis- 
 tered pursuant to sect. 25, the Court will, on proof of 
 these facts and also of the solvency of the company, order 
 a rectification of the register, and a rej.ssue of the shares 
 after the contract has been registered. (n) 
 
 In one case(o) a person who was a director, and the 
 solicitor of the company, took by assignment some shares 
 from a vendor to the company which had been issued to 
 the vendor as fully paid up. The contract under which 
 the shares had been issued had not been registered. It 
 was decided that the assignee's position as director and 
 solicitor did not cast any duty upon him to see that the 
 contract was duly registered, and that he was not liable 
 to be placed upon the list of contributories. 
 
 If the registrar of joint stock companies refuse to file 
 a contract under sect. 25, on the ground of insufficiency 
 of stamp, the proper method of questioning his decision 
 is to obtain the opinion of the Commissioners of Inland 
 
 (0 35 Ch. D. 579. 
 
 (TO) Be New Eberhardt Co., 43 Ch. D. 118. 
 
 (n) Darlington Forge Co., 34 Ch. D. 522. 
 
 (o) Great Australian Mining Co., Ex p. Appleyard, 18 Ch. D. 587.
 
 CONTRACT FOR ISSUE OF FULLY PAID-UP SHARES. 43 
 
 Revenue, and to appeal from their decision to the High 
 Court under the Stamp Act, 18705(29) sects. 18, 19, and 
 20.(q) 
 
 In the case of the Ince Hall Rolling Mills Co.(r) it issuing shares 
 was held that shares might be issued at a discount e.g., atadl 
 & $ share issued as fully paid up, in consideration of 
 2 I os. paid to the company, provided an agreement 
 were filed under sect. 25 of the Companies Act of 1867. 
 But in the more recent cases of the Addlestone Linoleum, 
 UQJ(S) and the Almada and Tirito Co.(t) it was held 
 that a company has no_DOwer to issue shares excejpt with ' 
 the liability for payment in full of the nominal amount j 
 ofjeach share. Registration of a contract under sect. 25 
 will not protect the person taking the shares, as sect. 25 
 does "not alter the amount payable, but merely provides 
 that_if an amount is to be paid up otherwise than in 
 cash, a contract must be filed IjeJore the issue of the 
 sEares.(w) 
 
 When part only of the nominal amount of a share has Calls, 
 been paid, the company usually gets in the balance by 
 making " calls " upon the shareholders. This is effected 
 by the directors passing a resolution fixing the amount 
 of the call, and the time and place at which it is to be 
 paid, (a;) and then causing the shareholders to be served 
 with a notice of the call, in conformity with the provisions 
 in that behalf of the articles of association. Anyi irregularities 
 irregularity either in making the call or in giving noticer D 
 thereof will entitle the shareholders to resist payment ; \ 
 as, for instance, if the call was made by persons not duly 
 
 (P) 33 & 34 Viet. c. 97. 
 
 (q) Reg. v. Registrar of Joint Stock Companies, 21 Q. B. D. 131. 
 
 (r) 23 Ch. D. 545 n. 
 
 (s) 37 Ch. D. 191. (t) 38 Ch. D. 415. 
 
 (M) This somewhat technical doctrine is attended with much practical 
 inconvenience, and it is to be hoped that the Legislature or the House of 
 Lords will take a more liberal view of the capacity of a company to deal 
 with its own shares. 
 
 (x) This is essential to the validity of the call : Cawky <fc Co., 42 Ch. D. 
 209.
 
 44 
 
 THE EIGHTS AND LIABILITIES OF MEMBERS. 
 
 Forfeiture. 
 
 Share- . 
 warranter.'' 
 
 J 
 
 Trusts. 
 
 Charging 
 orders. ; 
 
 appointed directors,^) or not properly qualified,^) or if 
 the length of the notice was less than that prescribed by 
 the articles. 
 
 On non-payment of a call, the company is usually em- 
 powered by its articles to forfeit the share in respect of 
 which default has been made. This right is wholly regu- 
 lated by and dependent upon the terms of the articles, 
 which will be construed very strictly.(a) 
 
 In a company limited by sKares, share-warrants may 
 be issued in respect of shares fully paid up, or stock, if 
 expressly authorised by the articles. (5) The share- 
 warrants pass by delivery, and are negotiable instru- 
 ments,^) payable to bearer. Interest on them can be 
 made payable by coupons or other wise, (d) The bearer 
 is entitled to have his name placed on the list of members 
 on surrendering the warrant for cancellation.(e) A share- 
 
 warrant is liable to a stamp-duty equal to three times the 
 amount chargeable on a deed transferring the share or 
 shares.(/) r SLC , / ^/ a JJ^ *J 
 
 No trusts can be recorded on the register (<?), and con- 
 
 ' sequently trustees are liable as contributories. 
 
 A judgment creditor can obtain ex_jpcyrte an ordgr 
 charging any stock or shares standing to the credit of the 
 judgment debtor with the amount of his debt. No pro- 
 ceedings can be taken to enforce the charge until six 
 months from the date of the order.(^) Notice of the 
 order operates as a distringas.('i) o^u AVJLA, *dk-n 
 
 Money due to a shareholder from a company in ^olun- 
 tary winding-up, and in the hands of the liquidator, 
 caaHOt be attached by a judgment creditor of the share- 
 holder.^) 
 
 (y) Howbeach Coal Co. v. Teague, 5 H. & N. 151. 
 (z) Iron Ship Co. v. Blunt, L. R. 3 C. P. 484. 
 (a) Hart v. Clark, 6 H. L. Cas. 633. 
 
 (6) The Companies Act, 1867, s. 27. (c) Ibid. s. 28. 
 
 (d) Ibid. s. 27. (e) Ibid. s. 29. 
 
 (/) Ibid. s. 33. (g) Ibid. s. 30. 
 
 (h) I & 2 Viet. c. no, s. 14. (i) Ibid. s. 15. 
 
 (A) Mack v. Ward, W. N. 1884, 16.
 
 CHARGING ORDERS AND DISTRINGAS. 45 
 
 / 
 
 Persons interested in stock or shares standing in the 
 name of a trustee or another person may prevent any 
 fraudulent transfer of the stock or shares. The method 
 of doing so, which was formerly called a " distringas," is 
 as follows : 
 
 The person claiming to be interested in the stock or Method of 
 shares, or hissplicitor, must make an affidavit stating that 
 he is beneficially interested in the stock or shares described 
 in a notice which is exhibited to the affidavit.(^) The 
 affidavit is filed at the central office. An office copy of 
 the affidavit and a duplicate of the notice, authenticated 
 by the seal of the central office, must then be served upon 
 the cojmpany. 
 
 A note must be appended to the affidavit, stating the 
 person on whose behalf it is filed, and to what address 
 notices for that person are to be sent. 
 
 The company served with the notice will not transfer 
 the stock or shares, o^p (if the notice requires it not to do 
 so) pay the dividends upon them, wifcliQuL giving eight 
 days^_notice to Hie person who has filed the affidavit, 
 Thisinterval gives an opportunity of applying for an ^in- 
 junction to restrain such transfer or payment. The notice 
 by the company to the person filing the affidavit may be 
 sent by prepaid letter to the address named in the note to 
 the affidavit, (m) 
 
 Contributories. 
 
 The term " contributory " means every person liable to coutributories. 
 contribute to the assets of the company in the event of its 
 being wound up.(n) Contributories are divided into two 
 classes: (i) Present members; (2) Past members. (East 
 members liable as Contributories are persons who have 
 
 (1) For form of this affidavit and notice, see R. S. C. Appendix B, Forms 
 Nos. 22 and 27. 
 
 (TO) R. S. C. Ord. xlvi. 
 
 (n) The Companies Act, 1862, B. 74. In re Whitley SteeVs Co., 49 
 L. J. Ch. 176. See also In re Albion Life Assurance Co., 15 Ch. D. 
 79 ; affirmed on appeal, 16 Ch. D. 83.
 
 46 THE RIGHTS AND LIABILITIES OF MEMBERS. 
 
 not ceased to be members for a period of a year_Qr upwards 
 prior to the commencement of th~e winding-up.) Where 
 the company is limited by shares or guarantee, no con- 
 tribution can be required from any member exceeding the 
 Past members, amount unpaid on his shares or guarantee. The past 
 ___! / members are not liable to contribute > until it appears to 
 / the Court that the existing members are unable to satisfy 
 
 ,,the contributions required from them, and are then not 
 %- I ~ i ' 
 
 \y If liable for debts contracted since they ceased to be members. 
 
 In practice the contributories of a company are divided 
 "A"and into two classes : (i) the "A" list; (2) the "B" list, 
 contributories. The " A " list consists of the present members i.e., of 
 those who are members of the company at the commence- 
 ment of the winding-up. The " B " list consists of past 
 members who have ceased to be members within a year 
 before the commencement of the winding-up. The " A " 
 list is settled as early in the winding-up as possible ; but 
 it is the uniform practice of the Court not to settle the 
 " B " list until it has been shown that the present members 
 are unable to satisfy the debts. (o) 
 
 A shareholder is only liable as a " B " contributory 
 where he has ceased to be a member for less than a year 
 prior to the commencement of the winding-up. Where 
 shareholders in a company had transferred their shares less 
 than a year before a resolution of the company for a 
 voluntary winding-up, but more than a year before a sub- 
 sequent compulsory order for winding-up, they were held 
 to be not liable to be placed on the list of contributories.(p) 
 The " A " contributories are primarily liable to pay 
 the debts, and must be first individually exhausted 
 before any " B " contributory can be called upon. The 
 Liability of liability of a " B " contributory does not arise until all 
 tributaries, the assets of the company (including the " A " contribu- 
 tions) have been applied in payment pari passu of 
 all the debts of the company, and is then limited : 
 
 (o) Buckley on the Companies Acts, 6th eel. p. 146. 
 (p) Taurine Co., 25 Ch. D. 118.
 
 CONTRIBUTORIES. 47 
 
 1 . In the case of a limited company To the 
 
 amount left unpaid on his shares by the cor- 
 resjjpnding " A " contributory. ~r 
 
 2. To such residuum of the debts contracted before 
 
 he ceased to be a member as still remain un- 
 discharged.^) 
 
 The Court will not marshal in favour of the creditors, Court will not 
 but will first apply the funds obtained from the "A "favour of 
 contributor ie s to all the debts eqmally, and will then call credltors - 
 upon the " B " contributories for those funds only for 
 which they are liable. (/) 
 
 The contributions received from the " B " members 
 are not, however, divided exclusively among the old credi- 
 tors in respect of whose debts they are paid, but form 
 part of the general assets of the company for the pay- 
 ment of all the" cr editors, (s) 
 
 In the case of successive transfers of shares, although Successive 
 
 as between themselves each transferor has a rie;htrt<fT)a 
 ^ ~ \ 
 
 indemnified by his transferee, jreJLjis regards the company \ f 
 every person who has held the shares within a year before I 
 the commenceinent of the winding-up Is liable to be/ 
 placed upon the " B " list, and the liquidator may place 
 
 (q) Buckley on the Companies Acts, 6th ed. p. 157. 
 
 (r) Lord Westbury in Well v. Wiffin, 5 H. L. 728, lays down the" rule as 
 follows : " The direction (of section 38) is this : You will apply all that you 
 can get from the existing members in payment of the existing debts, no 
 matter of what date. If after you have done that there remain debts un- 
 satisfied, so that you have to resort to the members who have passed away 
 from the company within a year, then you will be compelled to classify the 
 residuum of the debts so remaining, and ascertain what part of that residuum 
 is to be attributed to past debts ; that is, to debts which pre-existed the trans- 
 fer made by past members, and what portion is to be attributed to the new 
 debts which have arisen subsequently to the date of the last transfer. When 
 you have ascertained the proportion which is attributable to debts which 
 existed when the transfers were made, then if there have been several trans- 
 fers within the year, you will be compelled of necessity to subdivide that 
 portion of the residuum into several portions according as you find that 
 transfers have been made within the past year." See also Morris' Case, 
 L. R. 7 Ch. 200. 
 
 () In re Accidental and Marine Assurance Corporation, L. R. S.Ch.
 
 4 8 
 
 THE RIGHTS AND LIABILITIES OF MEMBERS. 
 
 Contracts 
 limiting the 
 liability of 
 the members. 
 
 Nature of 
 liability of 
 contributory. 
 
 Bankruptcy of 
 contributory. 
 
 Transfers of 
 shares in 
 insolvent 
 companies. 
 
 all such persons upon the list, and come upon any one of 
 them for the calls.(2). 
 
 The Act does not invalidate any provision contained 
 
 ' in any policy of insurance, or other contract, limiting the 
 
 liability of individual members, or whereby the funds of 
 
 the company are alone liable in respect of such policy or 
 
 contract. 
 
 The liability of any person to contribute to the assets 
 of a company under the Companies Act, 1862, in the 
 event of its being wound up, creates a debt in the nature 
 of a specialty, accruing due from such person at the 
 time when his liability commenced, but payable at the 
 time or times when calls are made for enforcing such 
 liability. In the case of the bankruptcy of a contributory, 
 proof may be made against his estate for the estimated 
 value of his liability to future calls as well as calls already 
 
 Imade.(w) This, however, cannot be done where the com- 
 pany is a going concern, for then the liability to future 
 calls is incapable of being fairly estimated, (x) 
 
 Transfers of shares are frequently made, when a com- 
 pany is threatened with insolvency, for the purpose of 
 getting rid of liability ; these are good, even when the 
 transferee is a man of straw, and even where the trans- 
 feror is himself a director and knows that a call is 
 imminent,^) if the whole interest in the shares has 
 been ~bona fide parted with. The transferor will then only 
 be liable as a "JB " contributory, .or if the transfer was 
 made more than one year before the commencement of 
 the winding-up, will escape liability altogether, although 
 he knew at the time the transfer was made that the com- 
 pany was hopelessly insolvent.^) On the death of a 
 
 (t) Kettock T. Enthoven, L. K. 9 Q. B. 241. 
 
 (u) The Companies Act, 1862, B. 75. Ex p. Pickering, re Pickering, 
 L. R. 4 Ch. 58. 
 
 (x) Ex p. Pickering, supra. A corporation may prove a debt, vote, and 
 otherwise act in bankruptcy by any of its officers authorised in that behalf 
 under the seal of the corporation ; Bankruptcy Act, 1883, s. 148. 
 
 (y) Be Cawley & Co., 42 Ch. D. 209. 
 
 (2) De Pass's Case, 4 De G. & J. 544; Slater's Case, 35 Beav. 391 ; 
 14 W. R. 446 ; Weston's Case, L. R. 4 Ch. 20. Where, however, the company
 
 CONTRIBUTOEIES. 49 
 
 shareholder his personal representatives and (as the Liability as 
 liabilities attaching to shares are debts charged on the re ai W and 
 real estate^by 3 & 4 Will. IV. c. 104) the devisees of fj n j} a 
 his real estate, or heir-at-law, will be liable to be placed deceased 
 on the list of contributories, (a) but as no liability 
 
 attaches to the_rejj estate until the personal estate is ex- 
 hausted, the personal representatives should, in strictness, /, 
 be first placed upon the list, and then, if their means are l 
 found insufficient to pay the calls, the devisees should be 
 called upon to supply the deficiency ; in order, however, 
 to prevent needless expense, the Court allows both the 
 personal representatives and the heirs and devisees to be 
 put at the same time upon the list of contributories when 
 the personal estate is obviously insufficient, in order that 
 the case may be proved once for all against both sets of 
 representatives. In the case of the bankruptcy of a on bank- 
 shareholder, his trustee in bankruptcy is placed upon the rn P tc y- 
 list. The husband of a female shareholder will in the On marriage, 
 same way be a contributory in respect of her shares, and 
 the right course is to settle both husband and wife on 
 the list of contributories, so that if the wife survive, her 
 liability may survive also,(&) although if she has separate 
 estate, and has contracted on the credit of it, her name 
 will be added to the list in respect of such estate.(c) 
 
 The rights of a contributory, with regard to debts Debt owing by 
 owing tp him from the company, vary according to the 
 nature of the debt and company. 
 
 is situated within the jurisdiction of the Stannaries, the rule is different, as 
 the Stannaries Act, 1869 (32 & 33 Viet. c. 19), s. 35, expressly declares 
 that a transfer for the purpose of getting rid of liability for a nominal or no 
 consideration, or to a person without apparent ability to pay the expenses of 
 working a mine, or to a person in the menial or domestic employment of the 
 transferor, shall be presumed to be fraudulent, and need not be recognised by 
 the company or by the Court on the winding-up. See hereon In re Wheat 
 Unity Wood Mining Co.; ChynoweHia' Case, 15 Ch. D. 13. 
 
 (a) Thring on Joint Stock Companies, 3rd ed. pp. 85, 86. 
 
 (b) Luard's Case, I D. F. & J. 533 ; Burlinson's Case, 3 De G. & Pm. 
 1 8 ; Sadler's Case, ibid. 36. 
 
 (c) Thring on Joint Stock Companies, 3rd ed. pp. 86, 87.
 
 
 $0 EIGHTS AND LIABILITIES OF MEMBERS. 
 
 The debt may be 
 
 1. A debt due to him in his character of member ; 
 
 e.g., for dividends. 
 
 2. A debt due to him as an ordinary creditor; e.g., 
 
 for money advanced. 
 
 Debt due to As regards the first class it is expressly provided (d) 
 
 contributory^ m ^at no gum ^ ue ^ anv mem b er o f ^Q company in his 
 
 of member. character of member (e.g., a dividend payable before the 
 winding-up which the member has not received) shall be 
 deemed to be a debt of the company payable to such 
 member in a case of competition between himself and 
 any other creditor not being a member of the company ; 
 but any such sum may be taken into account for the 
 purposes of the final adjustment of the rights of con- 
 tributories amongst themselves. 
 
 Debt due to The rights of the contributory, where his debt is of 
 
 contributory as j i / i T rrir 
 
 an ordinary second class, were formerly supposed to differ in a 
 creditor, ""limited " and an " unlimited" company, but are now 
 the same in both cases. The contributory cannot set off_ 
 his debt, but must first pay all claims due from him to 
 in a " limited 'i, the company, and will then be entitled to receive a 
 inTn 8 " un- j dividend on his debt with the other creditors ; (e) and it 
 com^an" makes no difference whether the call was made before or 
 , after the order for winding up.(/) If ^however, the 
 contributory is bankrupt, the bankruptcy rule prevails, 
 and his trustee may set off against the calls any debt 
 (except one due to the bankrupt as a member) due from 
 the winding-up company to the contribuiiory7(#) 
 
 (d) The Companies Act, 1862, 8. 38, ss. 7. 
 
 (e) Grissell's Case, L. E, i Ch. 528. 
 
 (/) Calisher's Case, L. E. 5 Eq. 214; tee hereon lie Parayuassu Tram- 
 road Co., Slack's Case, L. E. 8 Ch. 254 ; In re Whitehouse it Co., 
 9 Ch. D. 595 ; Griascll's Case, sup-a; lie West Hartlepool Co., Gunn's 
 Case, 38 L. T. 139 ; He West of England Bank, Ex p. Bramchite, 27 W. 
 E. 646 ; 40 L. T. 652 ; 48 L. J. Ch. 463. 
 
 (#) In re Duckworth, L. E. 2 Cb. 578; Ex p. Cooper, 15 L. T. 6375 
 Ex p. Strong, L. E. 5 Ch. 492. See also Ex p. Morton, 17 W. E. 606 
 38 L. J. Ch. 390.
 
 DIRECTORS. 5 I 
 
 CHAPTER IV. 
 
 OF THE MANAGEMENT OF A COMPANY AND 
 MATTERS INCIDENTAL THERETO. 
 
 DIRECTORS OF ACTS ULTRA VIRES DEBENTURES DIVI- 
 DENDS INCREASE AND REDUCTION OF CAPITAL OTHER 
 
 MATTERS RELATING TO MANAGEMENT. 
 
 Directors. 
 
 THE management of the company is usually left to a board Directors, 
 of directors ; their authority is limited by the memoran- 
 dum and articles of association, and they are the particular 
 not general agents of the company.(a) All persons, third 
 parties as well as members of the company, are deemed 
 to be acquainted with the instruments creating their 
 authority, and any act of the directors exceeding their 
 limited authority will be voici, unless it be capable of being, 
 and be, sanctioned by the company. 
 
 Directors are in one sense trustees for the company ; Difference 
 e.j., they are trustees of all assets of the company which ^^g an 
 have come into their hands or are under their control, but directors, 
 there is an essential distinction between trustees and 
 directors. " A trustee is a man who is the owner of the 
 " property, and deals with it as principal, as owner, and 
 " as master, subject only to an equitable obligation to 
 " account to some persons to whom he stands in relation 
 " of trustee, and who are his cestui que trust. The same 
 " individual may fill the office of director and also be a 
 . " trustee having property, but that is a rare, exceptional, 
 " and casual circumstance. The office of director is that 
 " of a paid servant of the company. A director never 
 
 (a) Thring on Joint Stock Companies, 3rd ed. p. 112.
 
 THE MANAGEMENT OF A COMPANY. 
 
 Quorum of 
 directors. 
 
 Power of 
 directors. 
 
 Conduct of 
 
 '' W 
 
 " enters into a contract for himself, but he enters into 
 " contracts for his principal ; that is, for the company of 
 " whom he is a director and for whom he is acting. He 
 li cannot sue on such contracts, nor be sued on them unless 
 " he exceeds his authority. "(6) 
 
 The articles of association usually define, or leave to be 
 defined, by a resolution of the directors themselves, how 
 many of the directors present at a board meeting shall 
 form a quorum. If the articles provide that two directors 
 may form a quorum, this only applies when the directors 
 have been appointed, and does not apply to the subscribers 
 to the memorandum of association acting pro tern, as 
 directors under Table A of the Companies Act, i862.(c) 
 A bare quorum can only act if proper notice has been 
 given, so that other members of the board know the 
 agenda, and can attend if they wish.(c) Two out of four 
 directors cannot form a quorum without giving notice of 
 meeting to the other directors. (e) 
 
 The articles of association usually give the directors full 
 power to do all acts necessary to carry on the ordinary 
 business of the company, and if the articles of association 
 are silent upon the point, the law would imply such autho- 
 rity. Their authority is construed liberally. In Hampson v. 
 Price's Patent Candle Co.(f) the Master of the Rolls held that 
 the directors of a company were at liberty to reward the 
 servants of the company when there had been a very good 
 year, by giving each of them who was in their service and 
 was of good character a gratuity equal to a week's wages. 
 
 The conduct of the directors can generally only be im- 
 pugned at a general meeting, for they are the servants of 
 
 (&) James, L.J., in Smith T. Anderson, 15 Ch. D. 275. Cited by Kay, 
 J., in the Faure Electric Accumulator Co., 40 Ch. D. 141. 
 
 (c) In re London & Southern Counties Freeliold Land Co., 31 Ch. D. 
 223. 
 
 (d) In re Homer District Consolidated Gold Mines, Ex p. Smith, 39 Ch. 
 D. 546. 
 
 (e) In re Portuguese Consolidated Copper JUines, 42 Ch. D. 160. 
 
 (/) 24 W. R. 754 ; see also Button v. West Cork By. Co., 23 Ch. D. 654; 
 and Henderson v. Bank of Australasia, 40 Ch. D. 170.
 
 DIRECTORS. 5 3 
 
 the company, and not of the individual shareholders.^) 
 Where they are appointed for a limited time, the company 
 has no inherent power to remove them before its expira- 
 tion. (K) As they themselves are agents, the rule delegatus Delegation of 
 non potest delegare is primd facie applicable to them, and dklctors. y 
 their power of acting through agents and binding the 
 company by the acts of their agents is governed entirely 
 by the articles of association. 
 
 The directors cannot bind the company by acts ultra 
 vires,(i) and such acts will only become binding on the 
 company if it can be shown that each shareholder has 
 individually acquiesced in them.(&) 
 
 The adoption of a contrg,c_t intra vires the company but Adoption 
 ultra vires the directors may be effected by an ordinary] contract.** 
 resolution, without altering the articles. (I) 
 
 If directors of a company apply the money of the com- When liable 
 
 t \ >j 4.1, /rf. for a loss 
 
 pany for purposes so outside its powers that the company arising 
 could not sanction such application, they may be made ^[g Ug 
 personally liable as for a breach of trust ; but if they 
 apply the money of the company, or exercise its powers, 
 in a manner which is not ultra vires, then a strong and 
 clear case of misfeasance must be made out to render 
 them liable for a loss thereby occasioned to the company.(w) 
 
 Payment of brokerage or commission to a stockbroker Payment of 
 for placing a company's shares is an improper application dJr^oreT by 
 of its capital. It still remains an open question whether 
 a company can take power by its memorandum to do 
 this,(?i) but a power in the memorandum to do whatever 
 may be " conducive " to the objects of the company will 
 not authorise this.(w) 
 
 The directors are not the agents of the company to Directors as 
 
 agents. 
 
 (g) Lindley on Company Law, p. 303. 
 
 (h) Imperial Hydropathic Co., 23 Ch. D. I. 
 
 (i) For explanation of ultra vires, see later in this chapter. 
 
 (k) Buckley, 6th ed. pp. 493, 494, and cases there cited. 
 
 (I) Grant v. United Kingdom /Switchback By* Co., 40 Ch. D. 135. 
 
 (m) In re Faure Electric Accumulator Co., 40 Ch. D. 141. 
 
 (n) The Licensed Victuallers 1 Co., 42 Ch. D. I.
 
 54 
 
 THE MANAGEMENT OF A COMPANY. 
 
 commit a fraud, and the company will not be bound if 
 the directors enter into a fraudulent and illegal agree- 
 ment on its behalf.Q?) But, on the other hand, the 
 company cannot take advantage of the fraud of its agent, 
 and cannot, while repudiating a misrepresention made by 
 the agent, enforce a contract entered into through the 
 misrepresentation . 
 
 A s trustees. The directors of the company fill a double capacity. 
 
 They are: (i) Agents of the company; (2) Trustees for 
 the shareholders of the powers committed to them. As 
 agents they are governed by the ordinary laws of prin- 
 cipal and agent ; as trustees they must use the powers 
 conferred upon them for the benefit of the shareholders. 
 For instance, in the case of the Madrid Bank v. Pelly,(q) 
 the directors made a premature allotment of shares, and a 
 premature payment of ^5000 to the promoters. The 
 promoters then paid to four of the directors ^500 each. 
 There was no evidence that this was done under any 
 agreement, and the directors said the money was given 
 them as a mere matter of bounty. On the company 
 being wound up they were ordered to refund the money. 
 In Parker v. McKenna(r) directors were held liable to 
 refund profits made by them by issuing new shares to 
 their nominees at a time when the shares were at a con- 
 siderable premium. 
 
 And in a later case directors were held jointly and 
 severally liable to refund all bonuses received by them for 
 lending money of the company, and this notwithstanding 
 the fact that such lendings had been profitable to the 
 company, (s) 
 
 In The Joint Stock Discount Co. v. Brown(t) directors 
 were held jointly and severally liable to refund moneys 
 they had lost in taking on behalf of the company shares 
 
 (p) British and American Telegraph Co., v. Albion ank, L. K. 7 Ex. 
 119. 
 
 (q) L. R. 7 Eq. 442. . (r) L. R. 10 Ch. 96. 
 
 (s) Municipal Permanent Investment Society v. Richards, W. N. 1889, 
 103. . (t) L. R. 8 Eq. 381.
 
 DIRECTORS. 5 5 
 
 in another company, which they (the directors) were in- 
 terested in bringing out. In this case the taking shares 
 in the new company was outside the scope of the original 
 company, and therefore ultra vires. 
 
 In the Carriage Co-operative Supply Association (u) the 
 directors, who had issued fully paid-up shares to a pro- 
 moter by way of promotion money, and then accepted 
 from him a sufficient number of the shares to qualify them 
 for the office of director, were held to be jointly and 
 severally liable to the company for the par value of the 
 total number of shares derived from the promoters. 
 
 The Court will not make directors personally liable for 
 a mere error in judgment when they have acted bondfide, 
 intending to do what is best for the company.(x) Nor 
 if they keep within their powers will the Court restrain 
 them from exercising a discretion vested in them, although 
 their conduct may seem foolish, unlgss it is alleged and 
 proved that they are influenced by improper motives.^) 
 
 It appears that directors will not be personally liable 
 for acts ultra vires where they have made an honest 
 mistake as to the extent of their powers.(z) 
 
 In general the liability of the directors is the same Unlimited 
 
 ' _,. i_ -J- i. -J J T, Ability of 
 
 as that of ordinary members ; it is, however, provided by directors, 
 the Companies Act, 1 8 6 7, (a) that the liability of the 
 directors of a limited company may, i,so provided by the 
 memorandum of association, as originally prepared_or as 
 altered by special resolution, be unlimited. But even in 
 this case no contribution required from any such director 
 or manager is to exceed the amount which he is liable to 
 contribute as an ordinary member, unless the Court deems 
 it necessary to require such contribution, iii order to satisfy 
 the debts and liabilities of the company and the costs of 
 
 (u) 27 Ch. D. 322. See also, as to the effect of a gift by a promoter to 
 directors, Eden v. RidsdaU Railway Lamp, <kc., Co., 23 Q. B. D. 368. 
 (x) Brighton Brewery Co., 37 L. J. Ch. 278. 
 (if) Turquand v. Marshall, L. R. 4 Ch. 376. 
 (z) The London Financial Axsociation v. Kdk, 26 Ch. D. 107. 
 (a) The Companies Act, 1867, ss. 4-8.
 
 THE MANAGEMENT OF A COMPANY. 
 
 When they 
 
 Ultra vires. 
 
 winding-upj (b) the liability of a past director, in his 
 character of director, ceases one year after he has given 
 up the office, and he is not liable in hjs character of 
 director in respect of debts or liabilities^ contracted after 
 the period of his holding office. (c) In addition to this 
 they are personally liable (on the ordinary principles of 
 agency) (i) when they exceed their authority; (2) for 
 any misrepresentation of which they are guilty; (3) and 
 to the company itself for any loss arising from unauthor- 
 ised investments. In the same way a director signing 
 a promissory note, with nothing in itself to exclude his 
 personal liability, will be personally liable upon it. And 
 of course he will also be personally liable if the articles 
 give no power to the directors to accept bills, whether his 
 acceptance is stated to be " on behalf of " the company 
 or not.(d) 
 
 Of Acts Ultra Vires. 
 
 Any transactions outside the scope of the objects of 
 the company as defined by its memorandum are said to 
 be ultra vires, and any authority given to the directors of 
 the company is always to be construed as subject to the 
 paramount and inherent restriction that such authority 
 will not justify acts outside the scope of the objects for 
 which the company was formed. (e) 
 
 The case of Tompkinson v. South-Eastern Ey. Co.(f) 
 affords a good instance of an act ultra vires. The stock- 
 holders of the South-Eastern Railway passed a resolution 
 at a meeting authorising the directors to subscribe a sum 
 out of the company's funds towards the erection of the 
 Imperial Institute. Mr. Justice Kay, on the application 
 of a shareholder, granted an injunction against this, and 
 held that the proposed subscription was not prevented 
 from being ultra vires by the fact that the establishment 
 
 (b) The Companies Act, 1867, s. 5, ss. 4. 
 
 (c) fbid. ss. 2, 3. 
 
 (d) West London Commercial Bank v. Kitson, 13 Q. B. D. 360. 
 
 (e) Pickering v. Stephenson, L. R. 14 Eq. 322. (/) 35 Ch. D. 335.
 
 OF ACTS ULTRA VIRES. 57 
 
 of the Institute might benefit the company by causing an 
 increase of passenger traffic over the line. 
 
 In Guinness v. Land Corporation of DuUin(g) the 
 objects of the company were the cultivation of land in 
 Ireland, and other similar purposes specified in the memor- 
 andum of association, and to do all other things which 
 the company might deem incidental or conducive to the 
 attainment of any of these objects. The capital was 
 divided into A and B shares. One of the articles of 
 association provided that the capital produced by the issue 
 of B shares should be invested, and that the income, and 
 so far as necessary the capital produced by the issue of 
 B shares, should be applied so as to make good to the 
 holders of A shares a preferential dividend of 5 per 
 cent on the amounts paid up on the A shares. The 
 Court of Appeal decided that this provision was invalid, 
 on the ground that it purported to make the B capital 
 available for purposes not within the objects of the com- 
 pany, as defined by the memorandum of association. 
 
 In Henderson v. Bank of Australasia(h) a resolution of 
 the proprietors of a bank authorising the directors to pay 
 a half-yearly pension for five years for the benefit of the 
 family of a deceased officer was held to be within the 
 powers of the company. There was nothing special in the 
 charter of the company to authorise such a payment. 
 
 In all companies majorities of shareholders can authorise Power to 
 
 . i i T sanction 
 
 and sanction matters relating to the management and matters reLit- 
 
 affairs of the company, provided such matters do not 
 
 affect its constitution i.e., are not ultra vires ; for instance, the company. 
 
 a power to borrow may be given by special resomtion.(z) 
 
 One of the most common methods by which a company Form of. 
 raises money is the issue of debentures. Debentures 
 usually take the form of a bond or written promise by the 
 
 (g) 22 Ch. D. 349. (A) 40 Oh. D. 170. 
 
 (t) Byron v. Metropolitan Saloon Omnibus Co., 3 De G. & J. 123 ; Pen- 
 insular Co. v. Flemming, 27 L. T. 93.
 
 THE MANAGEMENT OF A COMPANY. 
 
 \/ 
 
 
 i* 
 
 company, under its common seal, to repay a sum of money 
 advanced, with interest, at a time specified, and subject 
 to certain conditions contained in the document. There 
 are infinite varieties of debentures, but, roughly, they may 
 be~Hivided into two classes : ( I ) Mortgage debentures, 
 which give a charge on all or some part of the company's 
 assets ; and (2j Debentures which give no charge, and 
 merely amount to a promise by the company to pay a 
 sum of money. The former class is the more common. 
 Another very simple division is into debentures the holders 
 of which have to be registered in the company's books, 
 and debentures the rights under which pass by delivery. 
 The former class are called " registered debentures," the 
 latter " debentures to bearer." 
 
 Debentures to bearer have to be stamped at the rate of 
 I OS. per 100 on the amount secured by them. (A;) 
 
 Registered debentures are stamped at the rate of 2s. 6d. 
 
 ^^/* 
 per &IOO, also on the amount secured by them.(/) 
 
 " rf Covering deed. Frequently property of a company is conveyed by way 
 of mortgage to trustees, to be held on trust for the 
 debenture holders. Such a deed is called a " covering 
 deed." 
 
 The provisions of the Bills of Sale Act (1878) Amend- 
 ment Act, i 8 8 2, (TO) do not apply to any debentures issued 
 by any mortgage, loan, or other incorporated company, 
 and secured upon the capital, stock, or goods, chattels, 
 and effects of such company.(?i) 
 
 A debenture may consist of one document ; it is not 
 necessary that there should be a serial issue of documents 
 to constitute them debentures to obtain the benefit of the 
 above provision. (0) 
 
 The mortgages or charges of any incorporated company 
 for the registration of which other provisions have been 
 made by the Companies Clauses Act, 1845, or the 
 
 (k) Customs and Inland Eevenue Act, 1885 (48 & 49 Viet. c. 51), s. 21 
 
 (/) The Stamp Act, 1870 (33 & 34 Viet. c. 97). 
 
 (rri) 45 & 46 Viet. c. 43. (n) Ibid. s. 17. 
 
 (o) Edmonds v. Blaina Furnace Co., 36 Ch. D. 215. 
 
 Bills of Sale 
 Act, 1882. 
 
 Debenture can 
 consist of one 
 document. 
 
 Debentures 
 and bills of 
 sale.
 
 DIVIDENDS. 5 9 
 
 Companies Act, 1862, are not within the Bills of Sale 
 Act of i8;8.(p) 
 
 Where there is a condition in a debenture for the pay- Condition as 
 ment of a sum at a time and place certain, the condition 
 is not broken by non-payment at the time, unless the 
 demand for payment is made at the specified place. (q) 
 
 Dividends. 
 
 Dividends to shareholders can only be paid out of p_rofits. Dividend. 
 Neither the articles of association nor the memorandum 
 can authorise the payment of dividends out of capital, (r) 
 In the case of the Leeds Building and Investment Co. v. 
 Shepherd (s~), directors who had unduly relied on their 
 auditor and manager, and who had in consequence allowed 
 dividends to be paid out of capital, were held liable to 
 refund the amount so paid. 
 
 A difficult question arises, whether a company is entitled Can premiums 
 
 . * on shares be 
 
 to treat premiums received in respect of the company s distributed as 
 own shares as profits. If the proper measure of a company's pro 
 profits is the surplus of its net assets over and above the 
 amount of its liabilities (including in liabilities the amount 
 of its issued and paid-up capital), then such a mode of 
 treating premiums appears to be justifiable and proper ; 
 but the case of Lee v. Neuchatel Co.(f) throws doubts upon 
 this method of arriving at profits, and having regard to 
 this, its legality cannot safely be assumed until expressly 
 decided. 
 
 A company formed for carrying on a business depend- 
 ing on a wasting property is not bound to set aside a 
 sinking fund to meet the deterioration in value of the 
 property.(w) 
 
 (p) In re Standard Manufacturing Co., 1891, I Ch. 627. 
 (q) Thorn v. City Bice Mitts, 40 Cli. D. 357. 
 
 (r) Leeds Estate Building and Investment Co., v. Shepherd, 36 Ch. D. 
 787. See also Trevor v. Whitworth, 12 App. Cas. 409. 
 (s) Supra. (<) 41 Ch. 1). i. 
 
 (u) Lee v. Neuchatel Asphalt Co., 41 Ch. D. i.
 
 6o 
 
 THE MANAGEMENT OF A COMPANY. 
 
 Eescrve fund. At the same time, it is customary, and certainly is in 
 
 most cases prudent, to set aside out of the company's 
 
 profits before paying a dividend a fund called the " reserve 
 
 fund " for the purpose of meeting contingencies and 
 
 keeping up the assets of the company to their original 
 
 value. The articles generally contain power to do this, 
 
 leaving the exercise of it to the discretion of the directors. 
 
 Dividend Where the articles of a company directed a dividend 
 
 "paid" by " to be paid " to the members, it was held that they did 
 
 debentures 1 no * au t nor is6 debenture bonds of the company to be issued 
 
 by way of dividend, (x) 
 
 Increase of 
 
 capital. 
 
 Reduction of 
 capital. 
 
 Increase and Reduction of Capital. 
 
 A company may increase its capital by the issue of new 
 shares, whether the memorandum of association gives 
 power to do this or is silent on the point. (y) It may also 
 consolidate and divide its capital into shares of larger 
 amount, or convert its paid-ujD shares into stock.(s) Any 
 such increase or consolidation must be made by special 
 resolution. Notice of such increase, (a) consolidation, 
 division, or conversion, specifying the shares, must be 
 given to the registrar of joint-stock companies.(&) 
 
 Where the memorandum of association permits an 
 increase of shares, a scheme under the articles pro- 
 viding for the increase by preference shares is not ultra 
 vires.(c) 
 
 A company limited by shares may reduce its capital. 
 The reduction must be authorised by its articles of asso- 
 ciation, and be by a special resolution ; but the resolution 
 for the reduction of capital will not come into operation 
 until an order of the Court confirming the reduction has 
 been obtained, (d) 
 
 (x) Wbodv. Odessa Waterworks Co., 42 Ch. D. 636. 
 (y) The Companies Act, 1862, s. 12 ; and see In re South Durham 
 Brewery Co., 31 Ch. D. 261. (z) Ibid. s. 12. 
 
 (a) The Companies Act, 1862, s. 34. (b) Ibid. s. 28. 
 
 (c) In re South Durham Brewery Co., 31 Ch. D. 261. 
 
 (d) The Companies Act, 1867, s. 9.
 
 INCREASE AND REDUCTION OF CAPITAL. 6 1 
 
 The capital of companies is frequently reduced in order Reasons for 
 to enable the company to pay a dividend. It will 
 remembered that a company can only pay dividends out 
 of prpjjta, and it seems to follow from this, although there 
 is no express decision upon the point, that a company has 
 made no profits until it has replaced lost capital : e.g., For paying 
 suppose a company with a capital of -50,000 in ;io divuleud - 
 shares, all fully paid up, has had bad times and lost part of 
 its assets, it may after a time commence to flourish and 
 show considerable profits on its trading account. In such 
 a case it may have assets which could be fairly valued at 
 .25,000, and in order to enable it to pay a dividend it 
 can reduce its ,10 shares to .5 each and its ^50,000 
 capital to .25,000, and can then at once commence to 
 pay a dividend. 
 
 Another frequent cause of a company reducing its Want of fresh 
 capital is the want of fresh money in the concern. Where ^ 
 the company has been for a time unsuccessful it may only 
 need a little more money to turn it into a success, but 
 persons invited to take shares may very reasonably object 
 to take shares on the original footing, and insist on being 
 placed in a more favourable position than the old share- 
 holders. If, for instance, the capital be reduced by a half, 
 each shareholder who takes a share issued after the reduc- 
 tion will get twice as large an interest in the company as 
 if he had taken his share before the reduction. 
 
 The reduction of capital usually takes one of five forms, 
 namely : 
 
 1. Reducing the liability of shareholders ; e.g., suppose Ways in which 
 shares of ;io each have been issued by a company on u e 8U aiiytokes 
 each of which only 5 has been paid. These shares may 
 
 be reduced to fully paid-up shares of .5 each. 
 
 2. Paying off capital not wanted ; e.g., when shares 
 of I o each have been fully paid, if the company cannot 
 employ its money, the capital can be reduced, and the 
 capital not required returned to the shareholders. 
 
 3. Paying back to the shareholders capital not re- 
 quired, on the footing that it can be called up again.
 
 62 THE MANAGEMENT OF A COMPANY. 
 
 4. Cancelling shares unissued or surrendered. 
 
 5. Cancelling capital which is lost or is unrepresented 
 by available assets. (e) 
 
 The application to the Court to confirm the reduction 
 is by petition, (/) and, except in the cases mentioned on 
 the next page, the creditors of the company may appear 
 and oppose the proposed reduction.^) The company must 
 add to its name the words " and reduced " as the Jast_ 
 words in its name from the date of the passing of the 
 resolution to such time as the Court may fix.(A) 
 
 A company has no power to reduce some of its shares 
 
 / without reducing others of the same class.(i) But the 
 
 balance of authority at present is in favour of the legality 
 
 of a company reducing its ordinary shares without reducing 
 
 its preference shares.^') 
 
 Purchase of In the case of the Dronfield Silkstone Co.(ti) the pur- 
 
 by a company, chasing of shares by the company, not for profit, but for 
 
 carrying out an arrangement, was considered to be for 
 
 the benefit of the company, and not a reduction of 
 
 capital in any sense in which such reduction was pro- 
 
 (e) See hereon Palmer's Company Predecents, 5th ed. p. 546, from whence 
 this classification is taken. 
 
 (/) The Companies Act, 1867, s. n. The petition is entitled in the 
 matter of "The Companies Act, 1867," and of the company in question 
 (Gen. Orders, 1868, rule 2), and must be advertised. A list of the creditors 
 must be filed and copies of the list must be kept at the office of the company, 
 and their solicitors and London agents, which copies may be inspected by 
 any one on payment of is. Notice of the proposed reduction of capital must 
 be sent to the creditors by prepaid letter, and advertised. The advertisement 
 must state where the list of creditors can be inspected, and the time within 
 which the creditors must send in their claims. An affidavit must be filed 
 that these requisites have been complied with. Creditors may be required 
 to prove their debts in the same way as in a winding-up. The chief clerk 
 then certifies who are the creditors, and how far they have consented to the 
 reduction. The petition cannot be placed on the list of petitions until eight 
 days after the filing of the chief clerk's certificate. Notice of the hearing 
 must be advertised. As to proceedings on a petition to reduce capital, see 
 Gen. Orders, 1868, rules 3-20. 
 
 (g) The Companies Act, 1867, s. 13. (h~) Hid. s. 10. 
 
 (i) In re Union Plate Glass Co., 42 Ch. D. 513. 
 
 (j) Be Gatling Gun Co., 48 Ch. D. 628; Agricultural Hotel Co., 1891 
 I Ch. 396. (jfc) 17 Ch. D. 76.
 
 INCREASE AND REDUCTION OF CAPITAL. 63 
 
 hibited by the Companies Acts ; but the authority of this 
 case is considerably weakened by the later case of Trevor 
 v. WMtworth.(t) In that case it was held by the House of 
 Lords that the articles of the company could not authorise 
 the company to purchase its own shares, and that a pur- 
 chase of them was ultra vires. It appears to be very 
 doubtful whether a power to purchase its own shares can 
 be validly given to a company even by its memorandum of 
 association.(?n) 
 
 The word "capital" includes paid-up capital; and Cancelling 
 the power to reduce capital includes a power to cancel lo 
 any lost capital or any capital unrepresented by available 
 assets, or to pay off any capital which may be in excess 
 of the wants of the company. Paid-up capital may be 
 reduced either with or without extinguishing or reducing 
 the liability (if any) remaining on the shares of the 
 company, (ri) 
 
 Where, however, the reduction of capital does not when credi- 
 involve either the diminution of any liability in respect of objecTto' 0t 
 unpaid capital or the payment to any shareholder of paid- reduction. 
 up capital 
 
 (a) The creditors are not (unless the Court otherwise 
 
 directs) entitled to object to the reduction. 
 
 (b) The Court may dispense altogether with the addi- When the 
 
 tion of the words "and reduced" to the reduced" imy 
 name of the company.(o) bo dispensed 
 
 Shares which have not been taken or agreed to be Cancellation 
 
 taken may be cancelled without the sanction of the ^ares! 
 
 The Court may, if it thinks fit, require the company to Company may 
 publish the reasons of, or any information in regard to, to ^ 
 the reduction of its capital, or the causes which led to 
 such reduction, (q) 
 
 (/) 12 App. Cas. 409. 
 
 (w) Remarks ol Lord Macnngliten in Trevor \. Whltworth, supra. 
 (n) The Companies Act, 1877, a. 3. 
 (o) Ibid. s. 4. . Ibid. F. 5. 
 
 (q) The Companies Act, 1879, s. 4.
 
 64 
 
 THE MANAGEMENT OF A COMPANY. 
 
 Shares may be 
 shares of* 
 amount 
 
 Provision that 
 
 to be called up 
 
 except in case 
 
 of winding-up. 
 
 Accumulated 
 
 of paid-up 
 
 Memorandum 
 musUxf 1011 
 
 registered. 
 
 The capital of the company, or any part of it, may be 
 sub-divided into shares of smaller amount. Such division 
 must be made by special resolution. On any such divi- 
 sion the proportion between the amount which is paid 
 and the amount which is unpaid on each share is the 
 same as before its reduction.(r) 
 
 It may be provided by special resolution that any 
 portion of the capital which has not been already called 
 U p 8 }}Q\\ no t k e capable of being called up, except in the 
 
 * * ri r 
 
 event of and for the purposes of the company being 
 wound-up.(s) 
 
 An unlimited company registering as a limited one 
 may, by the resolution assenting to the registration as a 
 limited company, increase the nominal amount of the 
 company's capital by increasing the nominal amount of 
 the shares. 
 
 When this is done no part of such increased capital is 
 capable of being called up, except for the purposes of the 
 company's winding-up. 
 
 Even when no such increase is resolved upon, the com- 
 pany may by the resolution assenting to registration as 
 a limited company provide that a portion of its uncalled 
 capital shall not be capable of being called up, except 
 for the purposes of the winding-up. (t) 
 
 When a company has accumulated profits which may, 
 w ith the consent of the shareholders, be divided amongst 
 them as dividends or bonus, such profits may, by special 
 resolution, be returned to the shareholders in reduction of 
 the paid-up capital of the company, the unpaid capital 
 being thereby increased by a similar amount. The 
 directors have the same power of calling up the money so 
 returned as they have in respect of the rest of the unpaid 
 capital, (w) 
 
 A memorandum showing that all requisites for the 
 reduction of capital have been complied with, must be 
 
 (r) The Companies Act, 1867, 8. 21. 
 () The Companies Act, 1879, s. 5. 
 (u) The Companies Act, 1880, s. 3. 
 
 (0 Ibid.
 
 REDUCTION OF CAPITAL. 65 
 
 registered with the registrar of joint stock companies, 
 and the resolution will have no effect until this is 
 done, (a;) 
 
 A shareholder, instead of taking the money paid in sharehoider 
 respect of his shares, may require the company to retain money re-" 
 it. The company must in such case invest the money. *g " ^ 
 The amount so retained and invested represents the invested. 
 future calls which may be made to replace the capital 
 reduced on the shares, whether the amount obtained on 
 the sale of the whole or such proportion of the invest- 
 ment as represents the amount of any call when made, 
 produces more or less than the amount, of such call.(y) 
 
 In each of these cases it must be remembered that any Any alteration 
 alteration in the memorandum of association must be 
 authorised by the regulations contained in the articles of 
 association ; these may, however, subject to the pro- rised by the 
 visions of the Act and to the conditions contained in the 
 
 memorandum of association, be altered in general meeting may be altered 
 from time to time by special resolution.^) resolution. 
 
 A company cannot purchase its own shares, although 'Purchase of 
 
 , . , , . , , . -r- jits own shares 
 
 the articles, and it seems even the memorandum, (a) con- by a company. 
 tain in plain terms a direct authority enabling it to do so. I 
 
 It has always been the custom of the Stock Exchange 
 not to grant a settling day to a company whose articles 
 or memorandum profess to give it power to purchase or 
 deal in its own shares. (6) 
 
 The case of a company purchasing its own shares 
 must not be confused with that of forfeiting shares for 
 non-payment of calls. In the case of forfeiture, the Forfeiture. 
 shares are obtained adversely to the shareholder and 
 without the company paying anything for them ; this is 
 undoubtedly legal, although, as the full amount has not 
 been paid in respect of the shares, the company loses the 
 liability (probably worth nothing) of the shareholder. 
 
 (a;) The Companies Act, 1880, s. 4. (y) Ibid. s. 5. 
 
 (z) The Companies Act, 1862, a. 50. 
 
 (crt Trevor v. Whitworth, 12 App. Gas. 409. 
 
 (6) Rules and Regulations of the Stock Exchange, Rule 131. 
 
 E
 
 66 
 
 THE MANAGEMENT OF A COMPANY. 
 
 Contracts 
 made by a 
 company. 
 
 Besolutions. 
 
 Special 
 resolution. 
 
 Definition. 
 
 Other Matters relating to Management. 
 
 With regard to contracts made on behalf of companies, 
 the Companies Act, i867( c ) provides that companies 
 may be able to contract, by their duly authorised agents, 
 in exactly the same way as individuals ; that is (i) Where 
 the contract is required by law to be in writing under 
 seal,(d!) it must be in writing under the common seal of 
 the company ; (2) Where a contract is required by law to 
 be in writing and signed by the parties to be charged 
 therewith, it may be signed by the duly authorised agent of 
 the company ; and (3) Where the contract would by law 
 be valid although by parol only and not reduced into 
 writing, it may be made by parol by any one having the 
 express or implied authority of the company to make it ; 
 and that the contract may in each case be varied or 
 discharged in the same way as it may be made. 
 
 The Act of 1 862 provides for three sorts of resolutions : 
 an ordinary resolution, which is that of a simple majority 
 of members at a duly convened and constituted meeting ; 
 a special resolution ; and an extraordinary resolution. 
 
 A special resolution may be briefly defined as a resolu- 
 tion passed by three-fourths of the members present at a 
 general meeting, of which notice, specifying the intention 
 to propose such resolution, has been duly given, anjL con- 
 firmed by a subsequent resolution, passed by a majorT~ 
 at a subsequent general meeting, of which notice haa 
 been duly given, held at an interval of not less than 
 fourteen days (e) nor more than one month from the date of 
 the first meeting. (/) A fresh notice should be given for 
 
 (c) 30 & 31 Viet. c. 131, s. 37. 
 
 (d) Under the Companies Seal Act, 1864 ( 2 7 & 2 & Viet. c. 19), a company 
 formed under the Act of 1862 may have an official seal for use in foreign 
 countries, and may employ a local agent to affix the same to any deed, con- 
 tract, or other instrument to which the company is a party in such foreign 
 country. 
 
 (e) This means fourteen clear days, exclusive of the respective days of 
 meeting : Railway /Sleepers Supply Co., 29 Ch. D. 204. 
 
 (/") The Companies Act, 1862, s. 51.
 
 MEETINGS. 67 
 
 the second meeting. (</) A copy of every special resolution 
 must be printed, published, and forwarded to the registrar 
 of joint stocE companies for registration ; (fi) and a copy of 
 every special resolution for the time being in force must be I \J 
 annexed to or embodied in eyerv_copy of the articles off 
 association issued after the passing of the resolution. (i) 
 
 An extraordinary resolution is a resolution passed by Extraordinary 
 three-fourths of the members present at a general meeting, resolutlon - 
 of which notice specifying the intention to propose such 
 resolution has been duly given, but needs no confirma- 
 tion.^:) In other words, an extraordinary resolution is 
 the first step of a special resolution. 
 
 Unless a poll on a special resolution is demanded by at 
 least fiye members, thecleclaration of the chairman that 
 any resolution has been carried is to be deemed conclusive 
 evidence of the fact.(/) 
 
 The chairman at a general meeting has primd facie Chairman 
 authority to decide all incidental questions arising at the pov 
 meeting, and which require immediate decision, and his 
 decision as entered in the minute-book is primd facie 
 correct, (m) 
 
 Where a poll is demanded, in computing the majority Poll, 
 reference is to be had to the number of votes to 
 which each member is entitled by the regulations of the 
 company. (ri) Voting by proxy will be allowed unless Proxies, 
 expressly precluded by the articles of association. By 
 the Stamp Act, 1 8 7O,(0) proxies^ for voting are liable to 
 a stamp duty of one penny, and are only available at a' 
 specified meeting, or at an adjournmentthereof. 
 
 (_'/) Alexander v. Simpson, 43 Ch. D. 139. 
 
 (A) The Companies Act, 1862, s. 53. 
 
 ({) Ibid. a. 54. (k) Ibid e. 129. 
 
 (/) Ibid. s. 51. The section seems to override, for the purpose of a 
 special resolution, any provision in the company's articles dealing with a 
 poll. (m) Indian Zoedone Co., 26 Ch. D. 70. 
 
 (n) The Companies Act, 1862, s. 51. A usual voting power of members 
 is one vote for every share up to ten, one for every additional five shares up 
 to one hundred, and one for every additional ten shares beyond the first 
 hundred. No member can vote unless all calls due from him have been paid. 
 
 () 33 & 34 Viet. c. 97, s. 102.
 
 68 THE MANAGEMENT OF A COMPANY. 
 
 General 
 
 Statutory I A general meeting of a company must be held within 
 "ng. 
 
 V , .. . 
 
 meeting is not held, the company is liable to penalties, as 
 are also the directors who know of the default.^) 
 
 A general meeting of every company must be held once 
 ' at the least in every year.(^) This means every calendar 
 year, therefore it may happen that more than twelve 
 months may intervene between two general meetings. (r) 
 
 Eegistered Every company must have a registered officers) and 
 
 must give notice to the registrar of joint stock companies 
 of any change thereof ; (t) by carrying on business without 
 having such office, or by not giving notice of a change of 
 office, it incurs a penalty of not exceeding 5 per day.(w) 
 
 Name of Every limited company must keep its name conspicuously 
 
 company to be -, , ., , . -, , -, , . n 
 
 painted up. and legibly painted or affixed on the outside of every 
 office or place in which the business of the company is 
 carried on, and have its name legibly engraved on its 
 seal, and mentioned in all notices, advertisements, and 
 other official publications of the company, and in all bills 
 of exchange, promissory notes, endorsements, cheques 
 and orders for money or goods, purporting to be signed 
 by or on behalf of the company, and in all bills of parcels, 
 invoices, receipts, and letters of credit of the company, (x) 
 
 Kegister of It must also keep a register of all mortgages and charges 
 or gages. affecting the property of the company.(?/) Non-registra- 
 tion gives rise to penalties, but does not invalidate the 
 mortgage, even if the mortgagee is a director. (z) This 
 register, which must contain a short description of the 
 property charged, the amount of charge and name of 
 
 (p) The Companies Act, 1867, s. 39. 
 
 (q) The Companies Act, 1862, s. 49. 
 
 (r) Gibson v. Barton, L. R. 10 Q. B. 329. 
 
 () The Companies Act, 1862, e. 39. (t) Ibid. s. 40. 
 
 (u) Ibid, SB. 39 and 40. The penalty under these and the igth sections is 
 imposed on the company alone, but in some other sections of the Act (ss. 25, 
 27, 32, and 34) & penalty is also imposed on the directors or managers. 
 
 (x) The Companies Act, 1862, s. 41. Various penalties are provided by 
 the Act for breach of this provision. See s. 42. 
 
 (y) Ibid. s. 43. (2) Wright v. Norton, 12 App. Cas. 371.
 
 MORTGAGES BY COMPANY. 69 
 
 mortgagee, is open to the inspection of any creditor JOT 
 member of the company.(a) 
 
 No express power is required to authorise a company Powers of 
 to mortgage its property, and it may do so as freely as pro^frtj^f 
 an individual, unless prevented by its articles of association a company. 
 from doing so. (b) But it has no power to mortgage or 
 charge futuje calls unless specially authorised by its 
 articles to do so.(c) An authority contained in the 
 memorandum of association to mortgage all or any part 
 of the property and rights of a company includes a right 
 to mortgage uncalled capital.(^) 
 
 If the registrar of joint stock companies has reasonable Power to 
 cause to believe that a company is not carrying on business nl^of a 
 or in operation, he must send to the company by post a de [ 1 unc g c ^ 
 letter inquiring if it is carrying on business or in register. 
 operation. 
 
 If he receive no reply within a month, he sends, within 
 fourteen days after the expiration of the month, a 
 registered letter to the company, referring to the first, and 
 stating that no answer has been received thereto, and 
 that if an answer is not received to the second letter 
 within one month a notice will be published in the Gazette 
 with a view to striking the name of the company off the 
 register. 
 
 If the registrar receives an answer that the company is 
 not carrying on business, or receives no answer within a 
 month from the second letter, he publishes in the Gazette 
 and sends to the company a notice that at the expiration 
 of three months from the date of that notice the name of 
 the company mentioned therein will be struck off the 
 register and the company dissolved, unless cause is shown 
 to the contrary .(e) 
 
 (a) The Companies Act, 1862, s. 43. 
 (6) Bath's Case, 8 Ch. D. 334. 
 
 (c) Pluenix Bessemer Steel Co., 32 L. T. 854 ; 44 L. J . Ch. 683 ; Be 
 Pyle Works, 44 Ch. D. 534; see also Bnckley, 6th ed. p. 167, and cases 
 there noted. 
 
 (d) In re Patent Ivory Manufacturing Co., 38 Ch. D. 1 56. 
 (c) The Companies Act, 1880, s. 7, SB. 1-4.
 
 7<D THE MANAGEMENT OF A COMPANY. 
 
 Service of In an action against a company (formed under the 
 
 other proceed- Companies Act, 1862), any summons, notice, order, or 
 company" & other document required to be servepl upon the company 
 may be served by leaving the same, or sending it through 
 the post in a prepaid letter addressed to the company, at 
 their registered office.(/) The document must be posted 
 in due time to admit of its being delivered within the 
 period prescribed for its service. In proving service of 
 the document it is sufficient to prove that the document 
 was properly directed and was put as a prepaid letter into 
 the post-office.(<7) 
 Upon a foreign A writ of summons against a foreign corporation 
 
 corporation. ,. . , , / t. A if 
 
 having a branch office in England may (when the cause 
 of action has arisen in England) be served on the head 
 officer in England of the corporation.(/t) The booking- 
 clerk of a Scotch railway was held not to be a " head 
 officer " for this purpose, although he was the only official 
 at the place of business in England,(*) but a duly 
 appointed superintendent appears to be a " head officer " 
 on whom service may be made.(&) 
 
 (f) The Companies Act, 1862, s. 62. For service on companies formed 
 under other Acts, see Chap. I. 
 
 (g) Ibid. s. 63. 
 
 (h) Newby v. Van Oppen, L. B. 7 Q. B. 293. 
 
 (i) Mocker eth v. Glasgow & S. W. By. Co., L. K. 8 Ex. 149. 
 
 (k) B. M. S. Packet Co. v. Braham, 2 App. Gas. 381.
 
 WINDING-UP OF COMPANIES. 
 
 CHAPTER V. 
 
 THE DIFFERENT METHODS OF WINDING-UP COMPANIES. 
 
 THREE kinds of winding-up are provided by the Companies 
 Acts, 1862 to 1890 : 
 
 I . Winding-up by the Court. 0+ ,c-^ 
 
 2. Voluntary winding-up. 
 
 3. Winding-up subject to the surjeryision of the 
 
 Court. 
 
 The general scheme is the same in all these methods. 
 The modus operandi of the Act is to change the directors 
 for officers called "Official Liquidators " and " Liquidators," 
 and to give them the fullest powers to convert the property 
 of the company into money. This money is then distri- 
 buted amongst the creditors of the company, and any balance 
 is divided amongst its members. The great distinction Distinction 
 between compulsory or winding-up by the Court, and 
 
 voluntary winding-up, is, that in the first case the official voluntary 
 
 V -J 4. v 'j 1 C t. J U winding.up. 
 
 liquidators, or liquidators, are officers appointed by, and 
 are agents of, the Court, and if the company is insolvent 
 are trustees only for the creditors ; whereas, in the second 
 class they are appointed by and are trustees of the com- 
 pany, and the voluntary winding-up need not necessarily 
 imply insolvency, as it is very frequently adopted as a 
 scheme for dissolving the company, for the purpose of 
 changing its objects or constitution, or of amalgamation- 
 with some other company. In the case of a winding-up Winding-up 
 subject to the supervision of the Court the liquidators are supervision. 
 appointed by the company, but are subject to the control 
 of the Court.
 
 72 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 CHAPTER VI. 
 
 WINDING UP BY THE COURT. 
 
 COURTS HAVING JUKISDICTION TO WIND UP COMPANIES, AND 
 THEIR POWERS OF TRANSFER, ETC. SERVICE AND 
 EXECUTION OF PROCESS THE WINDING-UP PETITION 
 
 THE OFFICIAL RECEIVER AND HIS DUTIES PRIOR 
 
 TO THE APPOINTMENT OF A LIQUIDATOR THE STATE- 
 MENT OF AFFAIRS OF THE COMPANY REPORTS OF 
 
 OFFICIAL RECEIVER THE PUBLIC EXAMINATION OF 
 
 PROMOTERS AND OFFICERS OF THE COMPANY THE 
 
 LIQUIDATOR : HIS POWERS, DUTIES, REMUNERATION, 
 
 ETC. THE COMMITTEE OF INSPECTION PROOF OF 
 
 DEBTS ADMISSION AND REJECTION OF PROOFS 
 
 PROXIES GENERAL MEETINGS OF CREDITORS AND 
 
 CONTRIBUTORIES THE LIST OF CONTRIBUTORS 
 
 CALLS DIVIDENDS UNCLAIMED DIVIDENDS BOOKS 
 
 OF ACCOUNT STATEMENTS AS TO PENDING LIQUIDATIONS 
 
 THE ORDER IN WHICH COSTS ARE PAYABLE OUT OF 
 
 THE ASSETS OF THE COMPANY TAXATION OF COSTS, 
 CHARGES, AND EXPENSES RELEASE OF LIQUIDATOR. 
 
 OF the three methods of winding up of companies, wind- 
 ing-up by the Court is the one of most importance. 
 
 A company may be wound up by the Court 
 
 When a com- I. Whenever the company has passed a special 
 
 mnmcfiip by resolution requiring the company to be wound 
 
 the Court - up by the Court : 
 
 2. Whenever the company does not commence its 
 business within a year from its incorporation,
 
 WINDIXG-UP BY THE COURT. 73 
 
 or suspends its business for the space of a 
 whole year : (a) 
 
 3. Whenever its members are reduced in number 
 
 to less than seven : (5) 
 
 4. Whenever the company is unable to pay its 
 > "^ debts : 
 
 5. Whenever the Court is of opinion that it is just 
 
 and equitable (c) that the company should be 
 wound up.(d) 
 
 As the creditor is precluded from suing the individual When a com- 
 members of the company, it was necessary to provide him deemed unable 
 with a summary method of compelling the company either 
 to pay his debt or be wound up ; it is accordingly pro- 
 vided by a subsequent section that a company shall be 
 deemed unable to pay its debts : 
 
 1. Whenever a creditor (by assignment or other- 
 
 wise) to whom the company is indebted, at law 
 or__in_jequity, in a sum exceeding $o, has 
 served on the company, by leaving the same 
 at their registered office, a demand requiring 
 payment of the sum due, jind the company has 
 for three weeks neglected to pay, secure, or 
 compound for the same : 
 
 2. Whenever execution or other process, issued on 
 
 (a) The winding-np in this case is not obligatory, but discretionary with the 
 Court : In re JHiddlesborough Assembly Boomt Company, 14 Ch. D. 104. 
 
 (6) If the number of members is reduced below seven, and the company 
 continues business for six months afterwards, each and every member who 
 is cognisant of the fact is liable for the whole of the debts of the company : 
 The Companies Act, 1862, e. 48. 
 
 (e) As, for instance, where the company has abandoned the business for 
 which it was formed and embarked upon a new and entirely different busi- 
 ness : Se Crown Bank, 44 Ch. D. 634. 
 
 (d) The Companies Act, 1862, s. 79. An unregistered company may be 
 wound up : (a) Whenever the company is dissolved or has ceased to carry 
 on business, or is carrying on business only for the purpose of winding-up 
 its affairs ; (b) Whenever the company is unable to pay its debts ; (c) 
 Whenever the Court thinks that it is just or equitable that it should be 
 wound up : The Companies Act, 1862, s. 199, ss. 3. As to the winding-up 
 of unregistered companies, see ss. 199-204.
 
 74 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 a judgment, decree, or order obtained in any 
 Court against the company, is returned un- 
 satisfied in whole or in part : 
 Whenever it is proved to the satisfaction of the 
 Court that the company is unable to pay its 
 debts.(e) 
 
 Courts having Jurisdiction to wind up Companies, and 
 their powers of transfer, &c. 
 
 Our Courts have no jurisdiction to wind up a foreign 
 company which has carried on business in England by 
 means of agents, but has no branch office of its own 
 here.(/) 
 
 Courts having The Courts having jurisdiction to wind up companies (g) 
 iTwSfup in England and Wales are 
 
 companies. 
 
 1. The High Court. 
 
 2. The Chancery Courts of the Counties Palatine 
 
 of Lancaster and Durham. 
 
 3. The County Courts. 
 
 4. The Stannaries Courts. (h} 
 
 Applications to wind up a company, or continue the 
 winding-up of a company under the supervision of the 
 Court, must be made 
 
 (a) To the High Court when the capital exceeds 
 
 10,000. 
 
 (b) To the Palatine Court or High Court if the 
 
 company is situate witmn the jurisdiction of 
 
 (e) The Companies Act, 1862, s. 80. The cases in which an unregistered 
 company will be held to be unable to pay its debts are practically the same. 
 See s. 119, sub-s. 4. 
 
 (f) Lloyd Generate Italiano, 29 Oh. D. 219. 
 
 (g) A partnership, association, or company, corporate or registered unden 
 the Companies Acts, cannot be adjudged bankrupt : Bankruptcy Act, 1883, 
 s. 123. 
 
 (h) The Companies Act, 1890, s. i, ss. i. 
 
 When the 
 application to 
 wind up 
 is to be made 
 to the High 
 Court.
 
 COURTS HAVIXG JURISDICTION. 75 
 
 either of the Palatine Courts, jmd its capital TO the 
 exceeds 10,000. courts""' 
 
 (c) To the County Court in whose jurisdiction the TO the County 
 
 registered office of the company is situate, if Court ' 
 the capital is less than 10,000. 
 
 (d) To the Stannaries Court, if the company is TO the 
 
 formed to work mines within the Stannaries, f-^t n 
 and is not shown to be actually working 
 mines, or to be engaged in an undertaking 
 outside those limits, or to be under a con- 
 tract to do so, whatever the capital of the 
 company may be. 
 
 Capital for the above purposes means capital eitherCapitai.il J 
 paidjip or credited as paid up.(i) 
 
 The Lord Chancellor may by order exclude a County certain County 
 Court from having jurisdiction to wind up companies, 
 and for the purposes of such jurisdiction may attach its 
 district, or any part thereof, to the High Court or_ another \ 
 County Court.(A) 
 
 A County Court cannot have jurisdiction to wind-up 
 companies unless it has jurisdiction in bankru.p_tcy.(Z) 
 
 The Lord Chancellor has, under section 2 of the Com- Judges of the 
 panies (Winding-up) Act, 1890, power to direct that the who are to 
 jurisdiction of the High Court in winding-up companies 
 shall be exercised, either generally or in specified classes 
 
 . companies. 
 
 of cases, either by such judge or judges of the Chancery 
 Division of the High Court as he may assign to exercise 
 that jurisdiction, or by the judge who for the time 
 being exercises the bankruptcy jurisdiction of the High 
 Court.(m) 
 
 () The Companies Act, 1890, s. i. ss. 3. 
 
 (k) The Companies Act, 1890, s. i, ss. 5. By an order of the 2gth Nov. 
 1890, the Lord Chancellor has excluded all County Courts which have not /~ 
 bankruptcy jurisdiction, and has a_ttached the districts of such County Courts * 
 for the purpose of winding-up companies to the Court to the districts of 
 which they are attached for bankruptcy purposes. 
 
 /* 
 
 (m) Cave, J., now exercises the bankruptcy jurisdiction of the High Court. I \/ 
 
 v. ' 
 
 See sec. 90, of the Bankruptcy Act, SSj By an order of the 2gth Nov.
 
 7 6 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Powers of 
 Courts. 
 
 Proceedings 
 commenced iu 
 a wrong 
 Court. 
 
 Powers of 
 transfer. 
 
 At any stage. 
 
 Application by 
 parties un- 
 necessary. 
 
 Who can 
 
 transfer. 
 
 Transfer from 
 an inferior 
 Court to the 
 High Court. 
 
 The County Courts Palatine and Stannaries Courts, and 
 their officers, have for the purposes of winding-up com- 
 panies precisely the same powers, within their jurisdiction, 
 as the High Court and its omcers.(w) 
 
 The general effect of section I of the Companies 
 (Winding-up) Act, 1890, has been given in the preced- 
 ing remarks. Sub-section 7, the concluding paragraph 
 of that section, is as follows : " Nothing in this section 
 shall invalidate a proceeding by reason of its being taken 
 in a wrong Court." 
 
 Full powers of transfer from one Court to another are 
 given by the Companies (Winding-up) Act, 1890, and it 
 appears to be the intention of the Act that if pro- 
 ceedings are commenced in a wrong Court they shall not 
 be abortive, but the proceedings shall be transferred to 
 and continued in another Court. 
 
 The winding-up of a company, or any proceedings 
 therein, may at any time and at any stage be transferred 
 from one Court to another.(o) 
 
 The transfer can be made either with or without 
 application by any of the parties to the proceedings. (|?) 
 
 The proceedings can be retained in the Court in which 
 they are commenced, although it may not be the Court in 
 which they ought to be commenced.^) 
 
 The power of transfer may be exercised by the Lord 
 Chancellor or by any judge of the High Court having 
 jurisdiction to wind-up companies, or, as regards any 
 case within the jurisdiction of any other Court, by the 
 judge of that Court. (r) 
 
 The transfer from a Court other than the High Court 
 to the High Court has to be made by a judge of the 
 
 1890, the Lord Chancellor has ordered that the jurisdiction of the High 
 Court shall be exercised by the judges of the Chancery Division to whom 
 for the time being chambers are attached. Homer, J., is at present the only 
 Chancery judge without chambers. 
 
 () The Companies Act, 1890, s. I, ss. 6. 
 
 (o) Ibid. a. 3, ss. I. (p) Ibid. (q) Ibid. 
 
 (r) Ibid. a. 3, ss. 2.
 
 TRANSFERS FROM ONE COURT TO ANOTHER. 77 
 
 High Court, and when the transfer is made the winding- 
 up is assigned to him.(s) 
 
 The judge of any Court having jurisdiction to order Transfer from 
 the winding-up of a company, other than the High court to"" 
 Court or Palatine Court, can order the transfer of any auother - 
 proceedings to another Court, such other Court not being 
 the High Court or a Palatine Court. (t) 
 
 Notice of any application for a transfer has to be given Notice to 
 to the Official Receiver before the hearing, (u) SSeiver of 
 
 On an order for transfer being made, the person on proposed 
 
 -i i-i i-i transfer. 
 
 whose application it was made must lodge a sealed copy p rocee{ ji nes 
 of the order with the Chief Clerk if the transfer is to the after transfer. 
 High Court, and with the Registrar if the transfer is to 
 any other Court,(a?) the records are then transferred from 
 the one Court to the other, (?/) and notice of the transfer 
 is given by the official receiving the records to the Official 
 Receiver of the Court to which the transfer is made, and 
 the Official Receiver gives notice of the transfer to the 
 Board of Trade. (z) 
 
 In the High Court all applications are to follow the Proceedings 
 old practice, and be heard in Court or in Chambers, in court. 
 accordance with the old practice, except 
 
 (a) Where the practice is expressly altered by the 
 
 Companies (Winding-up) Act, 1890, or Rules, 
 1890; 
 
 (b) Where the judge shall, by any general or special 
 
 directions, order the contrary ; 
 
 (c) That appeals from the Official Receiver and Appeab from 
 
 Board of Trade and liquidator must be brought Receiver, Ac. 
 by notice of motion to the Court, pursuant to 
 the Rules of the Supreme Court with reference 
 to motions. (a) 
 In Courts other than the High Court the following Proceedings 
 
 ,---^ 1 :T~T f. in other than 
 
 matters and applications must be heard in open Court : the High 
 
 Court. 
 
 () Rules of 1890, Rule 8. (t) Ibid. Rule 9. 
 
 () Ibid. Rule 10. (x) Ibid. Rule II. 
 
 (y) Ibid. Rdle 13. (z) Ibid. Rule 14. 
 
 (a) Ibid. Rule 4.
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Questions 
 arising in 
 proceedings 
 in a County 
 Court or the 
 Stannaries 
 Court may be 
 determined on 
 special case. 
 
 Appointment 
 of a person to 
 take down 
 evidence. 
 
 How made. 
 
 (a) Petitions. 
 
 (b) Public examinations. 
 
 (c) Applications under section 167 of the Com- 
 
 panies Act, 1862. 
 
 (d) Applications to rectify the register. 
 
 (e) Appeals from the Official Receiver and Board of 
 
 Trade. 
 
 (f) Appeals from any decision or act of the liqui- 
 
 dator. 
 
 (g) Applications relating to the admission or rejection 
 
 of proofs. 
 
 (h) Proceedings under sect. 10 of the Companies 
 (Winding-up) Act, i89<D.(&) 
 
 In Courts other than the High Court the judge can 
 adjourn matters from Chambers to , Court, or vice versd, 
 and he must do so if all the contending parties require 
 it.(c) 
 
 If any question arises in any winding-up proceeding 
 in a County Court or in the Stannaries Court which all 
 the parties to the proceeding, or which one of them and 
 the judge of the Court, may desire to have determined in 
 the first instance in the High Court, the judge must state 
 the facts in the form of a special case for the opinion of 
 the High Court, and thereupon the special case and the 
 proceedings, or such of them as may be required, are to 
 be transmitted to the High Court for the purposes of the 
 determination.(eZ) 
 
 On any examination held under the Companies Acts, 
 1862 to 1890, or under the Companies Winding-up 
 Rules, 1890, a person may be appointed to take down 
 the evidence of any person examined, in shorthand or 
 otherwise. 
 
 The appointment is to be made by the Court or officer 
 before whom the examination is held, if the Court or 
 officer be of opinion that it is desirable. 
 
 (6) Rules of 1890, Rule 5. (c) Ibid. Rule 6. 
 
 (d) The Companies Act, 1890, s. 3, ss. 3
 
 EXAMINATIONS. 79 
 
 If the application is made by the Official Receiver he Wh 
 
 . /> , i -i . i uates such per- 
 
 nominates a person for this purpose, and the person so sou. 
 nominated is to be appointed, unless the Court or officer 
 holding the examination otherwise orders. 
 
 The person so appointed is paid a sum not exceeding Payment of 
 one guinea a day. In addition, if the Court appoints a appointed? 
 shorthand writer, a sum not exceeding eightpence per 
 folio of ninety words for any transcript of the evidence 
 required must be paid. 
 
 The payment of such person is made by the party at Who liable for 
 whose instance he was appointed, or out of the assets of paym 
 the company, as may be directed by the Court.(e) 
 
 A person examined before a registrar or other officer Procedure 
 of the Court, who has no power to commit for contempt 
 
 of Court, can be punished if he refuses to answer, in the ! nakin s default 
 
 m answering 
 
 same way as if the default was made before the judge before an 
 
 , . ,. J J 6 officer. 
 
 himself. 
 
 The power arises where the person examined refuses 
 to answer to the satisfaction of the officer a question 
 which the latter allows to be put. 
 
 The course of procedure is as follows : 
 
 (a) The officer must report such refusal to the judge. 
 
 (b) The report must be in writing. It must set 
 
 forth the question put, and the answer (if any) 
 given. No affidavit is necessary. 
 
 (c) Before the conclusion of the examination the 
 
 officer must name the time when aniL place 
 where the default will be reported to the 
 judge. 
 
 (d) If the judge is sitting at the time when the de- 
 
 fault is made it may be reported to him 
 immediately. 
 
 (e) On receiving the report the judge may take such 
 
 action thereon as he may think fit.( f) 
 
 Applications for costs should be made at the hearing Applications 
 
 for costs. 
 (e) Rules of 1890, Rule 16. (f) timl Rule 17.
 
 go 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 of the proceedings ; but if a party to or person affected by 
 a proceeding desires to make 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 : 
 
 (a) He must serve notice of the application on the 
 
 Official Eeceiver and liquidator (if any). 
 
 (b) They may appear and oppose. 
 
 (c) He will get no costs of the application unless 
 
 the Court is satisfied that the application could 
 not have been made at the time of the pro- 
 ceeding.^) 
 
 Transfer of A judge of the High Court who makes an order for the 
 
 against a^om- winding-up of a company has power to order the transfer 
 
 Bight of 
 
 to attend the 
 
 proceedings. 
 
 f an 7 cause or matter pending in any other 
 Court or Division brought or continued by or against the 
 company, (h) 
 
 Every contributory and every creditor whose proof has 
 beeD admitted is entitled at his own cost to attend the 
 liquidation proceedings, and to have notice of all such 
 
 -. . , . _. 
 
 proceedings as he by a written request desires to have 
 notice of. The Court can order a person attending to 
 pay any extra costs it considers he has caused.(i) 
 
 Service and Execution of Process. 
 
 Service by No order, summons, petition, or notice need be served 
 
 officer usually- by a bailiff or officer of the Court, unless : 
 
 unnecessary. 
 
 (a) It is specially required by the Companies Acts, 
 
 1862 to 1890, QT the Winding-up Rules of 
 1 890, to be so served ; or 
 
 (b) The Court specially requires any particular pro- 
 
 ceeding to be so served.(&) 
 
 All notices and other documents, for the service of 
 
 Service of 
 
 documents 
 
 (<7) Rules of 1890, Rule 26. 
 (i) Rules of 1890, Rule 173. 
 
 (h) R. S. C. 1883, Ord. xlix. Rule 5. 
 (k) Ibid. Rule 20.
 
 THE WINDING-UP PETITION. 8 I 
 
 which no_ special mode is directed, may be sent by pre- 
 paid post letter to the last known address of the person 
 served therewith. 
 
 If sent by post, the notice or document is to be con- when to be 
 sidered as served at the time when the same .ought to be g^"j d to ^ 
 delivered in the due course of post, by the post-office, and 
 notwithstanding the same may be returned by the post- 
 office^) 
 
 The Winding-ftp Petition. 
 
 Any application for the winding-up of a company petition. 
 must be by petition, which may be presented : ( i ) By the 
 company; (2) By one or more creditors; (3) By one or Who may 
 more contributories of the company, or by all or any of the p 
 above parties together or separately, (m) 
 
 In the case of a life assurance company a petition 
 may also be presented by a policy-holder on the ground 
 of the company's insolvency. (n) 
 
 In order, however, to prevent a person buying shares 
 solely for the purpose of presenting a petition for winding- 
 up, it is provided by the Companies Act, I 867,(o) that 
 no contributory shall be capable of presenting a petition Contributory, 
 for winding-up a company (except in the event of the 
 members being reduced to less than seven), unless the 
 shares in respect of which he is a contributory, or some 
 of them, either were originally allotted to him, JQT have \/ 
 been heldQj) by him, and registered in his name, for a 
 period of at least six months during the eighteen months 
 previous to the commencement of the winding-up, or have 
 
 (/) Rules of 1890, Rule 21. 
 
 (m) The Companies Act, 1862, s. 82. A fee of /~2 has to be paid onj 
 presentation of the petition. This includes the drawing up and entering of 1 
 the order : Rules of February, 1891, Rule 9. 
 
 (n) 33 & 34 Viet. c. 61, s. 21. 
 
 (o) 30 & 31 Viet. c. 131, R. 40. 
 
 (p) The word "held" used in the section has no technical meaning, and 
 a contributory may present a petition although during a part of the six 
 months the contributory's estate was vested in a trustee under a liquidation 
 petition presented by the contributory : Wala Wynaad Gold Mining Co., 
 21 Ch. D. 849.
 
 82 
 
 WINDINCi-UP OF JOINT STOCK COMPANIES. 
 
 A creditor 
 may petition 
 although his 
 debt is less 
 than 50. 
 
 A holder of 
 fully paid-up.. '/ 
 shares may 
 petition. 
 Security for 
 costs. 
 
 Petitioner 
 dominus litis. 
 
 devolved upon him through the death of a former holder. 
 But where a share has, during the whole or any part of 
 the six months, been held by or registered in the name 
 of a wife of a contributory, either before or after her 
 marriage, or by or in the name of "any trustee or trustees 
 for such wife, or for the contributory, such share is 
 deemed to have been held by and registered in the name 
 of the contributory. A contributory, however, who has 
 not paid a call made upon him, cannot present a winding- 
 up petition. (q) 
 
 It is not necessary (except where the creditor's right 
 to a winding-up order arises from non-payment of his 
 debt for three weeks after demand) that the petitioning 
 creditor's debt should amount to ^50. 
 
 The assignee of a debt can petition (r) as though he 
 had been the original creditor. 
 
 A holder of^fj^ypaid-up shares has been held to be a 
 contributory for the purpose of presenting a petition. (s) 
 Where a petitioner resides out of the jurisdiction he can 
 be compelled to give security for costs. (/) A creditor 
 who has presented a petition does not become a trustee 
 for the other creditors, and is not bound to bring the 
 petition to a hearing ; Jjut if he proceeds with a petition 
 after an offer has been made to satisfy his debt and 
 costs, he will be liable for all costs incurred after such 
 offer.(w) 
 
 In The Paris Rink Co.(x) a creditor presented a 
 petition. Before the petition was heard he sold his debt 
 and the right to proceed with a petition to a shareholder. 
 The shareholder obtained leave to amend by making 
 
 (q) Re Tlie European Life Assurance Society, L. R. 10 Eq. 403 ; In re 
 Steam Stoker Co., L. R. 19 Eq. 416 ; In re Norwich Provident Insurance 
 Society v. ffesketh, 49 L. J. Ch. 187. 
 
 (r) London and Birmingham Alkali Co. , I D. F. & J. 257. 
 
 () National Savings Bank Association, L. R. i Ch. 574. 
 
 (t) Home Assurance Co., L. R. 12 Eq. 112; Ex p. Seidlcr, 12 Sim. 
 106 ; Royal Bank of Australia, Ex p. Latta, 3 De G. & Sm. 186. 
 
 (u) Buckley on the Companies Acts, 6th ed. p. 226. 
 
 (*) sCh.D.959.
 
 THE WINDING-UP PETITION. 83 
 
 himself a co-petitioner. V.-C. Hall decided that the sale 
 of a right to proceed with a winding-up petition ought 
 not to be allowed, and dismissed the petition. 
 
 The petition must be entitled, In the Matter of the 
 
 r\ <-> s- n ..-> i j.i 
 
 Companies Acts, 1802 to 1896, and or the company 
 
 sought to be wound up, and must be in a form given in 
 
 the appendix to the Companies Winding-up Eules, 1891, 
 
 with such variations as circumstances may require. (y) 
 
 It should contain in detail sufficient to enable the What it must 
 
 Court to see that a winding-up order should be made. s 
 
 And it should further show, if presented by a contri- 
 
 butory, that section 40 of the Act of 1867 has not been 
 
 violated.(z) 
 
 The petition must be verified by affidavit^ The AffidavitTuN 
 affidavit must be made by the petitioner, or one of the support ;^ 
 petitioners, if more than one ; or, in case the petition is 
 presented by a company, by some director, secretary, or 
 other principal officer thereof, and must be sworn after 
 and filed within fonr (jays after the petition is presented. 
 The affidavit is sufficient primd facie evidence of the 
 statements in the petition. (a) 
 
 The petition must be advertised seven, deer days Advertisement 
 before the hearing, once in the London Gazette, and once ^ ' 
 at least in one London daily morning newspaper, or in ,1 
 such other newspaper as the Court directs, in the case of -O?.' 
 a company whose registered office, or, where it has no such 
 office, then whose principal or last known place of business, 
 is or was situate within ten iniles of the principal entrance 
 of the Royal Courts of Justice. 
 
 In the case of any other company it must be advertised Couujry 
 
 Company. 
 
 (y) Rules of 1891, Rules 7 and 33, Forms 12 and 13. These forms are 
 given in the Appendix. 
 
 (z) I.e., that the contributory has held his shares for six months out of 
 the previous eighteen months, or that they have devolved upon him through 
 the ileath of a former owner. 
 
 (a) Rules of 1890, Rule 36. Every contributory or creditor of the com- 
 pany is entitled to be furnished by the solicitor of the petitioner with a 
 copy of the petition within twenty-four hours after requiring the same, on 
 paying the rate of fourpence per folio of 72 words for such co{>py. (Rule 37.)
 
 8 4 
 
 WINDING- UP OF JOINT STOCK COMPANIES. 
 
 What it must 
 coutaiu. 
 
 Service. 
 
 Duty of 
 
 once in the London Gazette, and once at least in one 
 local paper circulating in the district where such registered 
 office, or principal or last known place of business, is or 
 was situate. (J) 
 
 The advertisement must state the day on which the 
 petition was presented, and the name and address of the 
 petitioner, and of his solicitor and London agent (if any). 
 It must also contain a note at the foot, stating that 
 persons intending to appear on the hearing must send 
 notice of their intention to do so to the petitioner, (c) 
 
 Unless presented by the company the petition must be 
 served at the registered office, if any, of the company, and 
 if no registered office, then at the principal or last known 
 place of business of the company, if any such can be 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 being left at such registered office or prin- 
 cipal place of business, or by being served on such member 
 or members as the Court may direct ; aijd every petition 
 for the winding-up of a company, subject to the super- 
 vision of the Court, must be served on the liquidator (if 
 any) appointed for the purpose of winding-up the affairs 
 of the company. (d) 
 
 After the presentation of the petition, and not less than 
 t wo &&J& before the day appointed for the hearing, the 
 petitioner must attend before the registrar and must 
 satisfy him : 
 
 (a) That the petition has been duly advertised. 
 
 (b) That the affidavit verifying the petition a,nd affi- 
 
 davit of service (if any) have been duly filed. 
 
 (c) That the provisions of the rules as to petitions 
 
 for winding-lip companies have been duly 
 complied with by the petitioner. (e) 
 
 (b) The Rules of 1890, Rule 34. 
 
 (c) Rules of February 1891. For form of note see form of advertisement, 
 Form 2 to those Rules. (d) Rules of 1890, Rule 35. 
 
 (e) Rules of February 1891, Rules I and 4. For form see Forms I and 3 
 to those Rules.
 
 COSTS OP PETITION. 85 
 
 All persons served with the petition, and also all con-. Persons en- 
 tributories and creditors, but apparently no other persons j ^ n hearing. 1 ** 
 are entitled to appear on the petition and to support orl 
 oppose it.(/) 
 
 Persons intending to appear must serve on the petitioner, Notice by 
 or send by post to the address stated in the advertisement proposfng to 
 of the petitioner, a notice of their intention. The notice & PV e&T - 
 must be signed by the person or his solicitor, and must be 
 served or posted so as to reach the address not later than 
 6 o'clock in the afternoon of the day previous to the day 
 appointed for hearing. A list of the persons intending 
 to appear has to be prepared by the petitioner for the 
 Court and handed to the registrar.^) 
 
 The Court usually gives the carriage of the order to the Carriage of 
 
 * winding-up 
 
 petitioner. order. 
 
 Where several petitions are presented under circum- 
 stances which justify their presentation, the practice is 
 to make on order on all the petitions, so that each 
 petitioner may obtain his costs.(/t) 
 
 Where a winding-up order is made on two petitions, 
 the judge has a discretion as to which of the petitioners 
 shall have the carriage of the order.(t) 
 
 The petitioners costs are a first charge on the estate, Costs ot] 
 and must be paid in^full in priority to all other claims. * )C 
 If the petitioner is a shareholdef^ancfsnbsequently becomes 
 liable as a contributory in respect of calls in the wind- 
 ing-tip, he is entitled to his costs without any set-off 
 from the company for monies due from him in respect of 
 such calls, as_the costs are in fact due to his solicitor. (&) 
 
 With respect to the costs of persons who appear to costs of 
 support or oppose a petition, although not served with j^ 1 ^? on 
 it, there appears to be no settled rule. But in the the petition. 
 
 {/) Lindley on Company Law, p. 658. 
 
 (g) Rules of February 1891, Rules 3 and 4. For Form see Forms I and 2 
 to those Rules. 
 
 (A) Buckley, 6th cd. p. 225. 
 
 () Re N. Cunningliam & Co., 53 L. J. Ch. 246. 
 
 (k) Buckley, 6th ed. p. 251.
 
 86 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 absence of special circumstances the rule appears to be : 
 (i) To allow one__s@t of costs to those contributories 
 and one set to those creditors who (without being 
 served) appear on the petition and support the view 
 which ultimately prevails i.e., support a successful or 
 oppose an unsuccessful petition ; (2) To give no costs 
 to those who (not being served) support an unsuccess- 
 ful pr oppose a successful petition: but (3) To make a 
 petitioner pay the costs of persons who appear to answer 
 and succeed in refuting unfounded charges made against 
 them.(^) 
 
 The general but certainly not an inflexible rule where 
 a winding-up petition is dismissed on the application of 
 the petitioner, is that shareholders and creditors appear- 
 ing either to oppose or support the petition are entitled 
 to their costs. As will be seen from the cases cited below, 
 the practice on the point is by no means settled. (m) 
 Costs of a A petitioner who presents a second petition in ignor- 
 
 petltion. ance of a first petition having been presented, is entitled 
 
 to his costs up to the time when he has notice of the first 
 petition. If he proceeds with the petition after such 
 notice, he will get no further costs unless he has good 
 reason to suppose that the first petition is not presented 
 bond fide, in which case he is justified in proceeding, and 
 may be allowed his costs, (ri) 
 
 The Court has jurisdiction to restrain by injunction a 
 person claiming to be a creditor from presenting a 
 petition, where there is a bond fide dispute about the 
 debt and the company is solvent. (o) It appears that 
 
 (/) Liudley on Company Law, p. 658. See Gen. Order, November 1862, 
 Kules 60-62. 
 
 (m) Nacupai Gold Mining Co., 28 Ch. D. 732, overruling Jablochkoff 
 Ekctric Light and Power Co., W. N. 1883, 189. In re District Bank of 
 London, 35 Ch. D. 576 ; but see In re North Brazilian Suyar Factories, 
 56 L. T. 229 ; In re Paper Bottk Co., 40 Ch. D. 52 ; and In re Criterion 
 Gold Co., \V. N. 1889, 46. 
 
 (n) In re General Financial Bank, 20 Ch. D. 276. 
 
 (o) Cercle Restaurant Castiglione Co. v. Lavery, 18 Ch. D. 555; Niger 
 Merchants Co. v. Capper, 18 Ch. D. 557 n. ; Gold Hitt Mines, 23 Ch. D. 
 210.
 
 COSTS OF PETITION. 87 
 
 where a winding- up petition is dismissed, the Court has 
 no power to give the petitioner his costs of the petition. (p) 
 
 If after presentation of a winding-up petition the Security for 
 petitioner becomes bankrupt, he must give security for 00 
 the costs of the petition. (q) 
 
 In petitions presented by a creditor, as the creditor Petitions pro- 
 cannot obtain payment of his debt, the Court is bound, creditor f' 
 ex debito justitice, to make a winding-up order,(r) but it is 
 only ex debito justiticc that a creditor obtains his order 
 when there is some chance of his getting paid by means 
 of it. If there are no assets that a winding-up order can 
 reach (as if all the assets are fully charged in favour of 
 debenture-holders) and other creditors oppose, an im- 
 mediate order may be refused, (s) or the order may be 
 refused al together, (t) 
 
 It is only as between the company and the creditor 
 that the latter, if he cannot obtain payment of his debt, 
 is entitled to a winding-up order, (u) and if the bulk of 
 the creditors prefer to continue a voluntary winding-up, 
 the Court will give weight to their wishes, and will, 
 instead of making a winding-up order, make an order to 
 continue the voluntary winding-up under supervision ;(#) 
 or if there is no voluntary winding-up, the Court may 
 refuse to make any order if the majority of the creditors 
 so desire. (y) 
 
 When a winding-up order is made (z) the registrar of Winding-up 
 
 orders duty 
 
 (p) Tyneside Permanent Benefit Building Society, W. N. 1885, 148. of 
 
 (q) Carta Para Mining Co., 19 Ch. D. 457. 
 
 (r) Per Lord Cranworth in Bowes v.TheHope, &c., Society,n H.L. 0.389. 
 
 () St. Thomas's Dock Co., 2 Ch. D. 116; Uruguay Central and 
 Hyyueritax By. Co. of Monte Video, n Ch. D. 372 ; In re Chapel House 
 Colliery Co., 24 Ch. D. 259. 
 
 (t) The Company or Fraternity of Free FisJiermen of Faversham, 36 
 Ch. D. 329. () London Suburban Bank, L. R. 6 Ch. 641. 
 
 (x) West Hartlepool Co., L. R. 10 Ch. 618. 
 
 (y) Lanyley Mill Co., L. R. 12 Eq. 26. 
 
 (z) The documents necessary to draw up the order must be left with the 
 Registrar at latest on the day following the day on which the order was pro- 
 nounced. Rules of i4th February 1891, Rule 6. As the day on which the 
 order is pronounced is usually a Saturday, a literal compliance with this rule 
 is iu must ciihcs impossible.
 
 88 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Notices at foot 
 of order. 
 
 Service on 
 secretary, &c., 
 of company. 
 
 Advertisement 
 of winding-up 
 order. 
 
 Petitions pre- 
 sented by a 
 contributory. 
 
 Petition a 
 Ms pendens. 
 
 Appeals. 
 
 the Court forwards three copies of the order to the 
 proper official receiver by post.(a) 
 
 The order contains a notice at its foot that it is the 
 duty of the secretary or chief officer of the company, and 
 such other persons as are liable to make out or concur in 
 the statement of affairs of the company, to attend on the 
 official receiver at a place named in the notice.(&) 
 
 The official receiver serves a sealed copy of the order 
 on the secretary or other chief officer of the company, 
 and he also gives notice to the Board of Trade of the 
 order, and the Board of Trade advertises it.(c) The 
 official receiver also sends notice of the order to such 
 local paper as the Board of Trade directs.(cZ) 
 
 A winding-up order may be discharged on payment of 
 the petitioner's debt, if no other creditor appears. (e) 
 
 In petitions presented by a contributory, however, the 
 Court is bound to exercise a discretion. (/) 
 
 A petition for winding-up a joint stock company is a 
 lis pendens, and will bind the property of the company 
 if duly registered.(^) 
 
 Any appeal from an order or decision made in the 
 winding-up of a company must be brought within twenty- 
 one days.(A) 
 
 The appeal lies to the Court of Appeal. Where 
 a limited company alone appeals from a winding-up 
 order, without joining any one personally responsible 
 for costs, it will generally be ordered to give security 
 for costs, (i) 
 
 (a) Rules of 1890, Rule 39. (&) Ibid. Rule 38. 
 
 (c) Ibid. Rules 40 and 41. (d) Ibid. Rule 42. 
 
 (e) Aston Hatt Colliery Co., 45 L. T. 677. 
 (/) Planet Benefit Society, L. R. 14 Eq. 441, 450. 
 (g) 25 & 26 Viet. c. 89, s. 114. 
 (h) R. S. C. 1883, Ord. Iviii. Rule 9. 
 
 (i) Photographic Artists' Co-operative Supply Association, 23 Ch. D. 
 370.
 
 OFFICIAL RECEIVER AND LIQUIDATOR. 89 
 
 The Official Receiver and his duties prior to the 
 appointment of a Liquidator. 
 
 On a winding-up order being made, the official receiver, Provisional 
 if any, attached to the Court for bankruptcy purposes, or iqUK 
 if there is more than one such official receiver, then such 
 one of them as the Board of Trade may appoint, or, if 
 there is no such official receiver, then an officer appointed 
 for the purpose by the Board of Trade, becomes the pro- 
 visional liquidator of the company. 
 
 Such person is styled the official liquidator, and he Official 
 continues to act until he or another person becomes liqui- 
 dator, and is capable of acting as such.(&) 
 
 When a person other than the official receiver is Liquidator. 
 appointed liquidator of a company he is styled liquidator, 
 and not official liquidator. Such a person is not capable 
 of acting as liquidator until he has notified his appointment 
 to the registrar of joint stock companies and given security 
 in the manner prescribed(Z) to the satisfaction of the Board 
 of Trade. (?/i) 
 
 Where the official receiver is liquidator of a company Official 
 
 i_ . i j . i . a v V3 A / \ receiver and 
 
 he is styled official receiver and liquidator. (n) Liquidator. 
 
 The liquidator must give to the official receiver such Books, &c., to 
 information and such access to and facilities for inspecting inspection of 
 
 the books and documents of the company, and generally 
 such aid as may be requisite for enabling that officer to 
 perform his duties in relation to the winding-up of com- 
 panies.^) 
 
 If any vacancy occurs in the office of liquidator of a official 
 company, the official receiver is by virtue of his office the j^Jdat 
 liquidator during the vacancy/??) The official receiver during any 
 
 J vr/ vacancy in the 
 
 (k) The Companies Act, 1890, s. 4, ss. i and 2. See also a. 6, ss. 3. 
 
 (/) See Eules of 1890, Rules 67 and 68: "The cost of furnishing the 
 required security by a liquidator or special manager shall bo borne by him 
 personally, and shall not be charged against the assets of the company 
 as an expense incurred in the winding-up " : Rule 67 (3). 
 
 (m) The Companies Act, 1890, B. 4, ss. 3. 
 
 (n) Rules of 1890, Rulo 66. (o) Ibid. 
 
 (p) The Companies Act, 1890, s. 4, ss. 4.
 
 9O WINDING-UP OF JOINT STOCK COMPANIES. 
 
 may be appointed by the Court provisional liquidator of 
 
 the company at any time after th~e~ presentation of the 
 
 petition and before a winding-up order has been made.^) 
 
 Receiver in Where an application is made to the Court to appoint 
 
 holders' action, & receiver on behalf of the debenture-holders, or other 
 
 creditors of a company, the official receiver may be so 
 
 appointed.(r) 
 
 Special A special manager can be appointed by the Court on 
 
 the application of the official receiver where the latter is 
 liquidator, either provisionally or otherwise. The special 
 manager in such case has to give security and account 
 to the official receiver,(s) and his remuneration is fixed by 
 the Court, (t) 
 
 Report of The application for the appointment of a special 
 
 In s C upport. eiVer manager must be supported by a report of the official 
 
 receiver. The report, which has to be filed, must state 
 
 the remuneration which ought to be allowed. No 
 
 affidavit in support is required. The remuneration of 
 
 the special manager must be stated in the order, unless 
 
 the judge otherwise directs.(w) 
 
 Meetiuge of When the Court has made an order for winding-up a 
 
 creditors and , , ir> i i 
 
 contributories. company the official receiver has to summon separate 
 meetings of the creditors and contributories of the 
 company for the purpose of 
 
 1 i ) Determining whether or not an application is to 
 
 be made to the Court for appointing a 
 liquidator in the place of the official receiver ; 
 and 
 
 (2) Determining whether or not an application is 
 
 to be made to the Court for the appointment 
 of a committee of inspection to act with the 
 
 (q) The Companies Act, 1890. s. 4, ss. 5. (r) Ibid. s. 4, ss. 6. 
 
 (*) Eules of 1890, Rule 172. 
 
 (t) The Companies Act, 1890, s. 5. He has to personally pay tlie costs 
 of giving security: Rules of 1890, Rule 67(3). And he gives security 
 in precisely the same way as a liquidator, as to which see pp. 90, 97. 
 
 (u) Rules of 1890, Rule 42.
 
 MEETINGS. 9 ! 
 
 liquidator, and who are to be the members of 
 such committee, if appointed. (x) 
 
 Where practicable, and unless the Court specially Time for hold- 
 directs to the contrary, these meetings are not held until |j|| f 
 after the statement of affairs of the company has been 
 submitted to the official receiver. (j/) 
 
 The Court can make any appointment and order Power of 
 required to give effect to any determination arrived at by determbationa 
 the meetings, and if there is a difference between the of meetin s s 
 meetings of the creditors and contributories in respect of 
 any of the above matters, the Court can decide the 
 difference and make such order thereon as it may think 
 
 The official receiver gives seven days' notice to each of Notice to 
 the directors and officers who he thinks ought to attend 
 the meetings, and it is the duty of the persons receiving 
 the notice to attend, (a) 
 
 The date of the meetings is fixed by the official Date of 
 receiver, and he gives notice of such date to the Board fi^'by 8 
 of Trade and the Board gazettes the meetings.(&) 
 
 Notice of the meetings is to be sent to every person Noticc to 
 who appears from the company's books or otherwise to be eontribototfa*. 
 a contributory of the company,(c) or appears from the 
 company's statement of affairs to be a creditor.(rf) 
 
 A creditor cannot vote at this meeting until he has Creditor must 
 proved his debt and lodged the proof.(e) Creditors and debt 
 contributories can vote personally or by proxy.(/) 
 
 (a;) The Companies Act 1892, s. 6. The first schedule to the Act 
 contains rules regulating such meetings. The official receiver, or a person 
 nominated by him, is chairman (5). Creditors must prove their debta before 
 voting (6). Voting by proxy is allowed (12 and 13*, but the proxy mast be 
 deposited with the official receiver before the meeting at which it is to bo 
 used (17). Meetings may be adjourned (20). 
 
 (y) Rules of 1890, Rule 45. (z) The Companies Act, 1890, B. 6. 
 
 (a) Rules of 1890, Rule 43. (&) MM- Rule 44. 
 
 (c) rbid.Rule 46. (d) First Schcd. to Companies Act, 1890, Rule 3. 
 
 (e) Ibid. Rule 6. (/) Mid. llule 12.
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Statement of 
 affairs of the 
 company. 
 
 What the 
 statement 
 contains. 
 
 Forms to be 
 supplied by 
 official 
 receiver. 
 
 Time for 
 statement. 
 
 Costs of 
 making state- 
 ment. 
 
 Penalty for 
 default. 
 
 The Statement of Affairs of the Company. 
 
 Where a winding-up order has been made the official 
 receiver can require one or more of the following persons 
 to make out a statement of affairs of the company. The 
 persons are : 
 
 1 i ) The directors ; 
 
 (2) The secretary or other chief officer of the 
 
 company ; 
 
 (3) Any persons who have been directors or officers 
 
 of the company, or have taken part in the 
 formation of the company, within a year before 
 the order for winding-up. (g) 
 
 The statement gives particulars of the assets, debts, 
 and liabilities of the company, the names, residences, 
 and occupations of the creditors of the company, and 
 particulars of their securities. (h) 
 
 The official receiver has to supply each person required 
 to make the statement with forms and instructions for 
 the preparation of the document.(i) 
 
 The statement has to be made out in duplicate, and 
 one copy has to be verified by affidavit.(/;) 
 
 The statement is to be submitted within fourteen days 
 from the winding-up order, but this can be extended by 
 the written certificate of the official receiver.(7) 
 
 The official receiver has power to allow and pay a 
 reasonable sum for the costs and expenses of making the 
 statement, subject to an appeal to the Court. (m) 
 
 A person who without reasonable excuse makes 
 default in delivering this statement is liable to a penalty 
 of 10 a day during which his default continues .(n) 
 
 (</) The Companies Act, 1890, s. 7, and the Rules of 1890, Rules, 58-62. 
 (h) Ibid. (i) Rule 58. The form is No. 33. 
 
 (k) Ibid. s. 7, ss. 2, and Rule 58 (i). 
 (I) Ibid. s. 7, ss. 3, and Rule 59. 
 
 (m) Ibid. s. 7, BS. 4, and Rule 62. Application for expenses must be made 
 before they are incurred. (n) Ibid. s. 7, se. 5.
 
 THE STATEMENT OF AFFAIRS OF THE COMPANY. 93 
 
 The official receiver can insist on personal interviews information 
 with the persons required to make the statement.(o) 
 
 Any person stating himself in writing to be a creditor Right of 
 or contributory of the company is entitled, by himself or contributoriou 
 by his agent, at all reasonable times, on payment of the ^ 
 prescribed fee,(p) to inspect this statement of affairs, and to 
 a copy thereof, or extracts therefrom, (q) He may also, upon 
 the same terms and in the same way, inspect a statement 
 which the liquidator has from time to time to make, if the 
 liquidation continues beyond a year.(r) Any person un- 
 truthfully stating himself to be a creditor or contributory 
 for the purpose of seeing these statements is guilty of 
 a contempt of court.(s) 
 
 Reports of Official Receiver. 
 As soon as practicable after receipt of the statement of Preliminary 
 
 . , , . . report of tho 
 
 the company's affairs the official receiver has to submit in official 
 narrative form (t) a preliminary report to the Court : 
 
 (a) As to the amount of capital issued, subscribed, 
 
 and paid up. 
 
 (b) The estimated amount of assets and liabilities ; 
 
 and 
 
 (c) If the company has failed, as to tho cause of its 
 
 failure; and 
 
 (d) Whether in his opinion further inquiry is 
 
 desirable as to any matter relating to the 
 promotion, formation, or failure of the com- 
 pany, or the conduct of the business thereof. 
 
 The official receiver may also, if he thinks fit, make a 
 further report or reports, stating : 
 
 (a) The manner in which the company was formed. 
 
 (o) Rules of 1890, Kules 58 (2) ami 60. 
 
 (p) This fee appears to be w. See Order of the i8th Doc. 1890, Table A. 
 
 (a) The Companies Act, 1890, s. 7, BR. 6. 
 
 (r) The Companies Act, 1890, B. 15. () Mid. SB. 6 and 15. 
 
 (t) Rules of 1890, Rnle 69. 

 
 94 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Promoters, 
 officers, and 
 directors 
 may be 
 publicly 
 examined. 
 
 Who may take 
 part in the 
 examination. 
 
 Solicitor 
 employed by 
 the official 
 receiver. 
 
 (b) Whether in his opinion any fraud has been 
 
 committed by any person in the promotion or 
 formation of the company, or by any director 
 or officer. 
 
 (c) Any other matter which in his opinion it is 
 
 desirable to bring to the notice of the Court. (u) 
 
 The official receiver may have a day fixed by the 
 Court for the consideration of the report, and the judge 
 will then consider it personally in chambers. The official 
 receiver must attend all the hearings personally or by 
 counsel or solicitor, (x) 
 
 The Public Examination of the Promoters and Officers 
 of the Company. 
 
 The Court may, after consideration of the report or 
 reports of the official receiver, direct that any person who 
 has taken any part in the promotion or formation of the 
 company, or has been a director or officer of the company, 
 shall attend before the Court on a day appointed by the 
 Court for that purpose, and be publicly examined 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 dealing as director or officer of the company.(?/) 
 
 The official receiver and the liquidator, where the official 
 receiver is not liquidator, and any creditor or contribu- 
 tory of the company, may take part in the examination, 
 and may employ a solicitor with or without counsel. 
 The official receiver, before employing a solicitor or 
 counsel, must be specially authorised by the Board of 
 Trade.(z) 
 
 The Court may put such questions to the person 
 examined as to the Court may seem expedient, (a) 
 
 (u) The Companies Act, 1890, s. 8, ss. I. 
 (a;) Kules of 1890, Kules 70 and 71. 
 (y) The Companies Act, 1890, s. 8, ss. 3. 
 (2) Ibid, s . 8, FS. 4 and 5. 
 
 (a) Ibid. SH. 6.
 
 PUBLIC EXAMINATION OF PROMOTERS, ETC. 95 
 
 The person examined is examined on oath. It is his Examination 
 duty to answer all such questions as the Court puts or "" 
 allows to be put to him. 
 
 Before the examination he can insist on being fur- Right of 
 nished with a copy of the official receiver's report, and {^aTm-a. 
 he is entitled to employ at the examination a solicitor 
 with, or without counsel, but both he must do at his own 
 cost. The solicitor or counsel he employs may re-examiue 
 him. If the person examined is exculpated from any When costs 
 charge made or suggested against him, the Court can allow ^^30!!* 
 him costs. Notes of the examination are to be taken examined 
 
 . . , Notes of 
 
 down in writing, are to be read over to or by the examination, 
 person examined, and signed by him, and can be used 
 in evidence against him. The notes are open to the in- 
 spection of any creditor or contributory at all reason- 
 able times. The examination can be adjourned from time 
 to time.(&) 
 
 If the winding-up is in the High Court, the public ivfon- whom 
 examination will, in the absence of any special direction, be ^njjl.ati.m 
 before a registrar in bankruptcy of the High Court, (c) or j'[ i l 
 by special direction the examination may be before an 
 official referee, master, registrar in bankruptcy, chief clerk, 
 or any district registrar, (d) 
 
 If the winding-up is in the County Court the public County Court, 
 examination may be before the judge, or before the 
 registrar of the Court, if such registrar is also a district 
 registrar of the High Court.(e) 
 
 If the winding-up is in the Stannaries Court, the public stannaries 
 examination will be before the warden.(/) 
 
 If in a Palatine Court, before a registrar of that ndUUno 
 
 Court, (g) 
 
 All public examinations are held in open Court.(A) In open Couit. 
 Notice of the public examination is given to the persons Notice. 
 
 (6) The Companies Act, 1890, s. 8, w. 7. 
 
 (c) Ibid. 1890, s. 8, ss. 9, and the Rules of 1890, Rule 72. 
 
 (d) Ibid. (e) Ibid. (/) Ibid. 
 (g] The Companies Act, 1890, s. 8, as. 9- 
 
 (h) Rules of 1890, Rule 72.
 
 WINDING-HP OF JOINT STOCK COMPANIES. 
 
 Failure to 
 attend. 
 
 to be examined by the official receiver by registered post 
 letter, and the examination is advertised in newspapers, (i) 
 Persons failing to attend their public examination 
 // without good cause can be arrested on warrant. (&) 
 
 Keport to 
 Court of first 
 meetings. 
 
 Where meet- 
 ings imaui- 
 
 Advertisemeut 
 of hearing. 
 
 Hearing. 
 
 Gazetting 
 appointment. 
 
 . Death, &c., of 
 liquidator. 
 
 The Liquidator his Powers, Duties, Remuneration, &c. 
 
 As soon as possible after the first meetings of creditors 
 and contributories have been held, the official receiver, or 
 the chairman of the meeting has to report the result of 
 each meeting to the Court. (I) 
 
 If the meetings are unanimous, the Court can forthwith 
 appoint the person nominated by the meeting. If the 
 meetings are not unanimous, the Court, on the application 
 of the official receiver, fixes a day to consider the deter- 
 mination of the meetings and to make the order it deems 
 necessary .(m) 
 
 The date fixed by the Court is advertised as the Court 
 directs, and not less than seven days before the day 
 appointed. 
 
 Upon the consideration of the determinations of the 
 meetings the Court hears the official receiver and any 
 creditors or contributories appearing. 
 
 The liquidator has to give security : his appointment is 
 gazetted by the Board of Trade after he has given security. 
 The liquidator has to pay for the gazetting in the first 
 instance, but such payment can be charged by him on the 
 assets of the company.(Ti) 
 
 In the case of the death, removal, or resignation of a liqui- 
 dator, another can be appointed in his place in the same 
 way as on a first appointment. The official receiver must 
 summon the necessary meetings if requested by not less 
 than one-tenth in value of the creditors or contributories. (o) 
 
 The amount and nature of the security is fixed by the 
 
 (i) Rules of 1890, Rule 75. 
 
 (I) Ibid. Rule 63. 
 
 (n) Ibid. Rules 63 and 64. 
 
 (k) Ibid. Rule 76. 
 (m) Ibid. Rule 63 (2). 
 (o) Ibid. Rule 65.
 
 LIQUIDATOR. 97 
 
 Board of Trade. It can be increased or diminished by the Amount. &c., 
 Board. The cost of giving it has to be borne by the 
 liquidator personally. If he fails to give or keep up the 
 security within the time specified by the Order, or any ex- 
 tension of it, the Order appointing him will be rescinded. (p) 
 The liquidator of a company which is being wound up 
 by the Court has power to do any of the following acts 
 with the sanction of (a) the Court, or (b) the committee 
 of inspection : 
 
 1. Pay any class of creditors in full. Acts a 
 
 * . . , ,. liquidator can 
 
 2 . Make a compromise or arrangement with creditors do with the 
 
 or persons claiming to be creditors. c*ourtgr f 
 
 3. Compromise calls. 
 
 4. Compromise debts. 
 
 5. Compromise questions in any way relating to or 
 
 affecting the assets of the company. 
 
 6. Employ a solicitor or agent. (q) 
 
 He has power, without any sanction (r) Acts he can 
 
 r do without 
 
 , -, such sanction 
 
 1 . To bring and defend actions in the name and on 
 
 behalf of the company. 
 
 2. To carry on the business of the company so far 
 
 as may be necessary for the beneficial winding- 
 up :() 
 
 3. To sell the property of the company : 
 
 4. To execute, in the name of the company, all 
 
 deeds, receipts, and other documents, and for 
 that purpose to use the company's seal : 
 
 5 . To prove and take dividends in the matter of a 
 
 bankruptcy or sequestration of a contributory : 
 
 (p) Rules of 1890, Rules 67 and 68. The Rules as to giving security 
 apply also to a special manager. 
 
 (q) See tbe Companies Act, 1890, s. 12, ss. i, and the Company Act, 
 
 1862, ss. 159 and 1 60. 
 
 (r) The Companies Act, 1890, s. 12. and the Companies Act, iiS62, '. 
 
 (s) The Court has no. power in a winding-up to sanction a ** 
 liquidator, unless it can be shown that its objectis the benefiaal wmd, 
 of the company : In re Wreck Recovery and Salvage Co n 15 Ch. D. 353-
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Control over 
 
 Employment 
 
 liquidator of a 
 solicitor or 
 
 Directions by 
 the Court. 
 
 Appeal from 
 
 The liquid- 
 ration remune ~ 
 
 6. To draw, accept, and endorse any bill of ex- 
 
 change or promissory note in the name and 
 on behalf of the company ; also to raise upon 
 the security of the assets of the company any 
 requisite sum or sums of money : 
 
 7. To take out in his official name letters of adminis- 
 
 tration to any deceased contributory, and to do 
 in his official name any other act necessary for 
 obtaining payment of any sum due from a con- 
 tributory or from his estate, and which cannot 
 be conveniently done in the name of the com-. 
 pany.(0 
 
 8. To do and execute all such other acts and things 
 
 as may be necessary for winding-up the affairs. 
 of the company and distributing its assets. (u) 
 
 The exercise by the liquidator of his powers is subject 
 * tne control of the Court, and any creditor or contribu- 
 tory can apply to the Court with respect to any exercise 
 or proposed exercise of such powers, (a?) 
 
 The sanction to the employment of a solicitor or other 
 agent must be a sanction obtained before the employment, 
 except in cases of urgency, and in such cases it must be 
 shown that no undue delay took place in obtaining the 
 sanction, (y) 
 
 The liquidator can apply to the Court for directions in 
 any p art i cu i ar ma tter.(z) 
 
 Any person aggrieved by any act of the liquidator can 
 appeal to the Oonrt.(o) 
 
 The remuneration of a liquidator must, unless the Court 
 /otherwise orders, be fixed by the committee of inspection. 
 /It is to be in the nature of a commission or percentage, 
 
 (t) A liquidator, in serving a bankruptcy notice, must comply strictly with 
 the terms of s. 62 of the Companies Act, 1862, and serve the notice in 
 the name of the company, not in his own name. In re Winterbotham, 
 18 Q. B. D. 446. 
 
 (u) The Companies Act, 1862, s. 95, and the Companies Act, 1890, a. 12, 
 
 (x) The Companies Act, 1890, 6. 12, ss. 3. (y) Ibid. s. 12, ss. 4. 
 
 (z) Ibid. s. 23, ss. 3. (a) Ibid. s. 24.
 
 LIQUIDATOR. O 
 
 of which one__part is payable on the amount realised 
 after deducting the sums (if any) paid to secured creditors 
 out of the proceeds of their securities, and the other part 
 on the amount distributed in dividends.(J) 
 
 If there is no committee of inspection, the remunera- \vhere there 
 tion of the liquidator is to be in accordance with the scale mu 
 of percentage payable for realisations and distributions by 
 the official receiver as liquidator. (c) 
 
 The Board of Trade has a general control over liqui- Control of 
 dators, and can direct inquiries into their conduct, and Trade. 
 investigations of their accounts. (d) 
 
 The solicitor for the liquidator can appear for him in 
 Court or Chambers, unless the presence of the liquidator 
 is necessary in addition to his solicitor, or the Court 
 specially directs him to attend.(e) 
 
 A liquidator or member of the committee of inspection Liquidator. AC., 
 cannot, without the express sanction of the Court, pur- p^ha^ 6 
 chase any part of the assets of the company, or make involving- gain 
 purchases on account of the company, from any person 
 whose connection with the liquidator or member of the 
 committee is of such a nature that the latter will obtain 
 any portion of the profit of the transaction.(/) 
 
 The liquidator or member of the committee of inspec- Cost of obtain- 
 tion who requires the sanction of the Court to some D f g c"^t to 
 transaction involving a profit to himself has personally to f. jjj^ 4c 
 bear the cost of obtaining such sanction.^) 
 
 Members of the committee of inspection may, with Payment 
 the sanction of the Court, receive payment out of the 
 assets of the company for special services.(A) 
 
 All moneys received by the liquidator of a company 
 
 __ _ j m v r ':'.' - A 
 
 are to be paid into the Bank of England. - liquidator to 
 
 ception to this rule is that, if the committee of inspection J^^K 
 satisfy the Board of Trade that there are good reasons for England. 
 
 (6) Rules of 1890, Rule 154. 
 
 (c) Ibid. This scale of percentage is set ont in the Appendix. 
 
 (d) The Companies Act, 1890, s. 25. 
 
 (e) Rules of 1890, Rule 174. 
 (/) Ibid. Rules 156 and 157. 
 
 Wlbid. Rule 159. (A) /&/</. Rnl.i6o.
 
 IOO 
 
 Exception. 
 
 Costs of 
 
 liquidator's 
 
 solicitor. 
 
 Liquidator 
 liable for 
 negligence. 
 
 Cannot be 
 required to 
 make an 
 affidavit of 
 documents. 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 the liquidator having an account at another bank, it can 
 authorise the employment of another bank.(i) 
 
 As between the liquidator and his solicitor, the 
 liquidator is not personally liable for the costs of 
 the winding-up. (&) The solicitor's costs are regulated 
 by a schedule of fees under the General Orders of 1 862. (7) 
 In matters falling within the provisions of the Solicitors' 
 Remuneration Act, 1881 (i.e., in matters of conveyanc- 
 ing), the solicitor's costs are regulated by the General 
 Order made in pursuance of that Act. The solicitor under 
 the General Order (Rule 6) has power to elect by notice 
 that his remuneration shall be under Schedule 2, instead 
 of Schedule i of that order. If the solicitor gives such 
 notice, it is the duty of the liquidator, in order to dis- 
 charge his duty of protecting the assets of the company, 
 to obtain the direction of the Judge in Chambers as to 
 whether he ought to continue to employ a solicitor who 
 requires payment on the more expensive footing.(m) 
 
 In practice it is the invariable rule that a liquidator 
 who is a solicitor shall not employ his partner as his 
 solicitor in the winding-up, unless he be willing to act 
 without remuneration. (n) 
 
 A liquidator, though in some sense a trustee, is a paid 
 agent, bound to discharge his duties with reasonable care 
 and skill, and may be deprived of costs for a mistake 
 which would not disentitle an ordinary gratuitous 
 trustee.(o) 
 
 A liquidator, being an officer of the Court, is not in 
 the position of an ordinary litigant, and will not under 
 ordinary circumstances be required to make an affi- 
 davit as to documents in his possession. He is bound 
 
 (i) The Companies Act, 1890, s. n. 
 
 (&) Anglo-Moravian Co., Ex p. Watkin, i Ch. D. 130. Nor is a 
 liquidator in a voluntary winding-up. Truemarfs Estate, Hooker v. Piper, 
 L. R. 14 Eq. 278 ; and see In re Massey, L. E. 9 Eq. 367. 
 
 (I) Gen. Order, November, 1862, RuleTo^Snhed^jr. 
 
 (m) United 'Kingdom, &c., Association,^) Ch. D. 471. ^v 
 
 (n) Universal Private Telegraph Co., 19 "W. K. 297. 
 
 (o) Silver Valley Mines, 21 Ch. D. 381.
 
 COMMITTEE OF INSPECTION. IOI 
 
 to produce to the adverse litigant the documents which 
 the latter requires to have produced.(jj) 
 
 A professional liquidator (e.g., an accountant) against 
 whom no personal unfitness is shown or suggested 
 will not be removed for the purpose of appointing 
 a lay liquidator (without special experience) in his 
 place, even although the latter agrees to act without 
 remuneration.^) 
 
 The Committee o 
 
 The persons who can be elected on the committee of Committee of 
 inspection are : inspection. 
 
 (a) Creditors of the company ; \Vh can be 
 
 (b) Contributories of the company ; elected upon it 
 
 (c) Persons holding general powers of attorney from 
 
 creditors or contributories.(r) 
 
 The proportion in which the above persons are to be 
 elected can be agreed on by the meetings of creditors and 
 contributories, or can be determined by the Court in case 
 of difference.(s) 
 
 The committee of inspection meet at such times as they Times of 
 from time to time appoint, and, failing such appointment, m 
 at least once a month. The liquidator or any member 
 of the committee may also call a meeting when he thinks 
 necessary. 
 
 The committee may act by a majority of their members Quorum. 
 present at a meeting, but cannot act unless a majority of 
 the committee are present at the meeting. 
 
 Any member of the committee may resign his office Resignation of 
 
 rrumhr 
 
 (p) Mutual Society, 22 Ch. D. 714. 
 
 (q) Civil Service and General Stares, W. N. 1884, 158. 
 
 (r) The above are the words of the section. It is presumed "general 
 proxies" are intended. Under the Rules contained in the first Schedule to 
 the Act a creditor or contributory can onlj give a general proxy tn a manager, 
 clerk, or other person in his regular employment. It must state the relation- 
 ship in which the proxy stands to the creditor or contributory (15). 
 
 () The Companies Act, 1890, sec. 9, SB. I.
 
 IO2 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Involuntary 
 resignation. 
 
 Bemoval of 
 members of 
 the committee 
 of inspection. 
 
 Vacancies, how 
 filled up. 
 
 Continuing 
 members may 
 act. 
 
 Sanction 
 where no 
 committee. 
 
 No member of 
 the committee 
 of inspection 
 to make a 
 profit out of 
 the winding- 
 np. 
 
 Any such 
 profit can be 
 disallowed. 
 
 by notice in writing signed by him and delivered to the 
 liquidator. 
 
 If any member of the committee 
 
 (a) Becomes bankrupt ; 
 
 (b) Compounds with his creditors; 
 
 (c) Is absent from five consecutive meetings without 
 
 leave of those members of the committee who, 
 together with himself, represent the creditors 
 or contributories ; 
 
 his office shall become vacant. 
 
 A member of the committee representing creditors 
 may be removed by an ordinary resolution of a meeting 
 of creditors, and a member of the committee representing 
 contributories may be removed by an ordinary resolution 
 of the contributories. Seven days' notice of such meeting 
 must be given in each case, and the notice must state the 
 object of the meeting. 
 
 Vacancies in the committee are filled up by meetings 
 of the creditors or contributories, as the case may require. 
 
 The continuing members of the committee may act 
 provided their number be not less than two. 
 
 If there is no committee of inspection, any sanction the 
 committee could give can be given by the Board of Trade 
 in their stead, (t) 
 
 No member of the committee of inspection in a winding- 
 up is, except under and with the sanction of the Court, 
 entitled to derive any profit from any transaction arising 
 out of the winding- up, or to receive out of the assets 
 any payment for service 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. He cannot do this directly or 
 indirectly, by himself, or by any employer, partner, clerk, 
 agent, or servant. If it appears to the Board of Trade 
 that any such profit or payment has been made, they may 
 
 (t) The Companies Act, 1890, s. 9, ss. 1-9.
 
 PROOF OF DEBTS. 
 
 disallow such payment or recover such profit, as the case 
 may be, on the audit of the liquidator's accounts.^) 
 
 Any purchases of assets of the company by a member Contract* with 
 of the committee of inspection, or sales to the company S^ 
 in which a member is interested, can only be made with of 'u 
 the sanction of the Court. The member has to pay the 
 costs of obtaining such sanction.(a;) 
 
 Proof of Debts. 
 
 The Court has power to fix a certain day or certain Power of 
 days on or within which creditors of the company are to dLy for*proo* 
 prove their debts or claims, or to be excluded from the of debu - 
 benefit of any distribution made before such debts are 
 proved. (y) This does not prevent a creditor from coming A creditor 
 in and proving his debt at any time before a company is ca 
 dissolved. The penalty for not coming in before the m 
 date fixed by the Court is not exclusion altogether, but i' d bt ^ 
 only exclusion from a dividend made before the proof of 
 debt.() 
 
 Every creditor must prove his debt.() Debt must be 
 
 The debt is proved by delivering, or sending through j^ proved, 
 the post in a prepaid letter, to the official receiver, or, if 
 a liquidator has been appointed, to the liquidator, an 
 affidavit verifying the debt.(J) 
 
 The affidavit may be made by the creditor, or by some who my 
 person authorised by or on behalf of the creditor. If affidavit, 
 made by a person so authorised, it must state his 
 authority and means of knowledge. 
 
 The affidavit must contain or refer to a statement 
 account showing the particulars of the debt, and must coll uin. 
 specify the vouchers, if any, by which the debt can be 
 
 (w) Kules of 1890, Rule 158. 
 
 (x) Ibid. Rules 156 and 157 ; and see ante, p. 99. 
 
 (y) The Companies Act, 1862, s. 107. 
 
 (z) Kit BiU Tunnel, 16 Ch. D. 590. See also Jlidt v. May, 13 Cb. V. 
 
 (a) Rules of 1890, Rule 96. (&) M*. Knl 97-
 
 IO4 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 It must show 
 
 whether the 
 
 creditor is 
 
 Costs of prov- 
 
 Discounts to 
 be deducted. 
 
 Proof for rent 
 
 periodical 
 payments. 
 
 Proof for debt 
 
 rf ^S 
 order. 
 
 Interest on 
 debts." 6 
 
 substantiated. The official receiver or liquidator may at 
 any time call for the production of the vouchers, (c) 
 
 The affidavit must state whether the creditor is or is 
 
 T -,,. / 7 >. 
 
 not a secured creditor, (a) 
 
 The creditor has to bear the costs of proving his debt,. 
 unless the Court otherwise orders.(e) 
 
 A creditor proving his debt must deduct therefrom all 
 t ra ^ e discounts, but he cannot be compelled to deduct 
 any discount, not exceeding five per centum on the net 
 amount of his claim, which he may have agreed to allow 
 for payment in cash.(/) 
 
 When any rent or other payment falls due at stated 
 periods, 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.(V/) 
 
 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 
 five 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. (Ji) 
 
 On debts overdue at the date of the winding-up order 
 a cre ditor may prove for interest : 
 
 (a) If the debt is payable at a certain time by virtue- 
 
 of a written instrument; or 
 
 (b) If a written demand for payment has been made, 
 
 giving notice that interest will be claimed from 
 the date of the demand until the time of pay- 
 ment. 
 
 The interest is to be at the rate of four per cent, per 
 annum, and it is to be calculated from the time when the 
 
 (c) Eules of 1890, Kule 99. 
 (e) Ibid. Kule 101. 
 ((/) Ibid. Rule 103. 
 
 (d) Ibid. Eule 100. 
 (f) Ibid. Rule 102. 
 (A) Ibid. Rule 105.
 
 PROOF OF DEBTS. 105 
 
 debt was payable, or from the written demand made, to 
 the commencement of the winding-up.(i) 
 
 In any case in which it appears from the statement of Proof for 
 affairs that there are numerous claims for wages by work- wago " 
 men and others employed by the company, it is sufficient 
 if one proof for all such claims is made, either by a fore- 
 man or by some other person on behalf of all such 
 creditors. Such proof must 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 compliance with this 
 rule has the same effect as if separate proofs had been 
 made by each of the said workmen and others. (/,) 
 
 Where a creditor seeks to prove in respect of a bill of Bills of 
 exchange, promissory note, or other negotiable instrument promissory 
 or security on which the company is liable, it must {^j' 
 (subiect to any special order of the Court) be produced to before tho 
 
 \ J . r , . ,. , . v j . proof can bo 
 
 the official receiver, chairman of a meeting, or liquidator, uae d. 
 as the case may be, and be marked by him, before the 
 proof can be admitted, either for voting or for any other 
 purpose. (I) 
 
 A proof intended to be used at the first meeting of Proofs to bo 
 creditors, or at an adjournment thereof, must be lodged ^fog ." 
 with the official receiver not later than the time men- 
 tioned for that purpose in the notice convening the 
 meeting, (m) 
 
 "When a liquidator is appointed, all proofs of debt that Transmtodon 
 have been received by the official receiver must be^? f8 
 handed over to the liquidator; but the official receiver jj 
 must first make a list of such proofs, and take a receipt 
 for them from the liquidator. (n) 
 
 (0 Rules of 1890, Eule 104. For the sake of brevity and clearness I have 
 departed considerably from the order and words of the Rule, 
 (ft) Ibid. Rule 106. (0 Ibid. Rule 107. 
 
 (m) Ibid. Rule 108. () lbid - Rule IO 9'
 
 IO6 WINDIXG-UP OF JOINT STOCK COMPANIES. 
 
 Admission and Rejection of Proofs. 
 
 Duty of The liquidator must examine every proof and the 
 
 examine 1 grounds of the debt, and in writing admit or reject it, 
 atoit^re'ect ^ wn l e or i n P ar t, or require further evidence in support 
 them. of it. If he rejects a proof, he must state in writing to 
 
 the creditor the grounds of the rejection.(o) 
 
 Power of If a creditor or contributory is dissatisfied with the 
 
 appeaito decision of the liquidator in respect of a proof, the Court 
 dlcisifoVoTth mav > on *^ e application of the creditor or contributory, 
 Liquidator. reverse or vary the decision. 
 
 Application to Notice of any application to reverse or vary the deci- 
 twenty-Sne s ^ on ^ ^ ne liquidator rejecting a proof must be given 
 days. before the expiration of twenty-one days from the date 
 
 of the rejection, but this time can be extended by the 
 
 A proof If the liquidator thinks that a proof has been impro- 
 
 adm^ttedean P er ly admitted, the Court may, on the application of the 
 be expunged at liquidator a fter notice to the creditor who made the 
 
 instance of 
 
 liquidator, &c. proof, expunge the proof or reduce its amount, (q) 
 
 The Court may also expunge or reduce a proof upon 
 the application of a creditor or contributory, if the liqui- 
 dator declines to interfere in the matter.(r) 
 
 Liquidator For the purpose of any of his duties in relation to 
 
 oaths! er proofs, the liquidator may administer oaths and take 
 
 affidavits, (s) 
 
 Official The official receiver, before the appointment of a 
 
 liquidator, has all the powers of a liquidator with re- 
 8 P ec ^ * * ne examination, admission, and rejection of 
 proofs, and any act or decision of his in relation thereto 
 is subject to the same appeal.(tf) 
 
 Official The official receiver, when no other liquidator is ap- 
 
 proofs 6 bef ore G pointed, must, before payment of a dividend, file all 
 P roo ^ s tendered in the winding-up, with a list thereof, 
 distinguishing in such lists the proofs which were wholly 
 
 (o) Eulesof 1890, Rule no. (p) Ibid. Rule in. 
 
 (q) Ibid. Rule 112. (r) Ibid. Rule 113. 
 
 () Ibid. Rule 114. (<) Ibid. Rule 115.
 
 PEOOF OF DEBTS. 
 
 107 
 
 or partly admitted, and the proofs which were wholly or 
 partly rejected. (u) 
 
 Every liquidator other than the official receiver must, Monthly list* 
 on the first day of every month, file with the proceed- of pro 
 ings a certified list of all proofs, if any, received by him 
 during the month next preceding, distinguishing in such 
 lists the proofs admitted, those rejected, and such as 
 stand over for further consideration ; and in the case of 
 proofs admitted or rejected he must place the proofs on 
 the file of proceedings. (a?) 
 
 The official receiver or (as the case may be) the liqni- Procedure 
 dator must, within three days after receiving notice from appeals. 
 a creditor of his intention to appeal against a decision 
 rejecting a proof, file such proof, with a memorandum 
 thereon, of his disallowance thereof.(y) 
 
 Subject to the power of the Court to extend the time, Time within 
 the official receiver, as liquidator, not less than fourteen must be 
 
 days from the latest date specified in the notice of his 
 intention to declare a dividend at the time within which offic } al 
 
 . . . , receiver 
 
 such proofs must be lodged, must, in writing, either 
 admit or reject, wholly or in part, every proof lodged 
 with him, or require further evidence of it.() 
 
 Subject to the power of the Court to extend the time, and by 
 the liquidator, other than the official receiver, within 1C 
 twenty-eight days after receiving a proof which has not 
 been previously dealt with, must, in writing, either 
 admit or reject it, wholly or in part, or require further 
 evidence in support of it. Where the liquidator has given 
 notice of his intention to declare a dividend, he must, 
 within fourteen- days after the date mentioned in the 
 notice as the latest date up to which proofs must be 
 lodged, examine, and in writing admit or reject, every 
 proof which has not been already dealt with, and give 
 notice of his decision rejecting the proof, wholly or in 
 part, to the creditors affected thereby.(a) 
 
 (u) Rules of 1890, Rule 116. (*) Ibid. Rale 117. 
 
 (y) Ibid. Rule 118. (*) && Rule I! 9- 
 
 (a) Ibid. Rule 120.
 
 io8 
 
 WINDING-U? OF JOINT STOCK COMPANIES. 
 
 Official The official receiver is in no case personally liable for 
 
 personally 01 costs in relation to an appeal from his decision rejecting 
 liable for costs an y proof, wholly or in part.(Z>) 
 
 Lodging of 
 proxies. 
 
 A minor 
 cannot be a 
 proxy. 
 
 Deputy proxy 
 of official 
 receiver. 
 
 Proxy of blind 
 creditor, 
 or creditor 
 incapable of 
 writing. 
 
 Proxies. 
 
 A. proxy must be lodged with the official receiver or 
 liquidator not later than four o'clock in the afternoon of 
 the day before the meeting or adjourned meeting at 
 which it is to be used.(c) 
 
 No person can be appointed a general or special proxy 
 who is a minor.(e) 
 
 Where an official receiver who holds any proxies 
 cannot attend the meeting for which they are given, he 
 may in writing depute some person under his official 
 control to use the proxies on his behalf, in such manner 
 as he may direct.(e) 
 
 The proxy of a creditor blind or incapable of writing 
 may be accepted, if such creditor has attached his signa- 
 ture or mark thereto in the presence of a witness. The 
 witness must add to his (the witness's) signature his 
 description and residence. All insertions in the proxy 
 must be in the handwriting of the witness, and such 
 witness must certify 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 signa- 
 ture or mark.(/) 
 
 General 
 meetings. 
 
 General Meetings of Creditors and Contributors. 
 
 In addition to the first meeting of creditors and contri- 
 butors, the liquidator may from time to time, when he 
 thinks expedient, hold meetings of creditors and con- 
 tributories for the purpose of ascertaining their wishes in 
 all matters relating to the winding-up.(#) When requested 
 
 (6) Eules of 1890, Rule 121. 
 
 (c) Ibid. Rule 123. (d) Ibid. Rule 123 (2). 
 
 (e) Ibid. Rule 124. (/) Ibid. Rule 125. 
 
 (</) Ibid. Rule 47. See also B. 23 of the Companies Act, 1890.
 
 GENERAL MEETINGS. IQ g 
 
 in writing to do so by one-tenth imvalue of the creditors 
 j*r contributories, he must summon such a meeting. (h) 
 
 The meetings are called by notices to the creditors and Notices of 
 contributories.^) 
 
 The notice is sent to each creditor 
 
 (a) To the address given in his proof ; TO creditors. 
 
 (b) If he has not proved, to the address given in the 
 
 statement of affairs ; or 
 
 (c) To any other address kiiown to the person sum- 
 
 moning the meeting. 
 
 Notice to a contributory is sent Tocontnbu- 
 
 (a) To the address mentioned in the books of the tories - 
 
 company as the address of the contributory ; or 
 
 (b) To any other address known to the person sum- 
 
 moning the meeting. (A:) 
 
 Se_yj2ELdays' notice is to be given.(/) The certificate of Length of 
 posting by the official receiver or his clerk, or an affidavit uc 
 of posting of the liquidator or his solicitor, or the clerk Evidence of 
 of either of them, is sufficient evidence of the notice. (ni) 
 
 The meeting is not invalidated because some creditors Non-receipt of 
 or contributories do not receive notice.(?i) 
 
 If the meeting is called at the instance of any person Cost* of 
 other than the official receiver or liquidator, such person m 
 has to provide the necessary costs ; such costs may be 
 paid out of the assets if the creditors or contributories by 
 resolution so direct. (0) 
 
 Adjourned meetings are to be held at the same place Adjonnd 
 as the original meeting, unless the resolution or the Court 
 otherwise directs.^) 
 
 Only creditors entitled to vote are reckoned in a Creditor* 
 
 J counted in 
 
 quorum, (q) quorum. 
 
 (A) The Companies Act, 1890, a. 23. (') Rules of 1890, Rule 48. 
 
 (i) Ibid. Rule 48. (0 UU. Rule 49- 
 
 (m) Ibid. Rule 50. () /&"/ Rule 55- 
 
 (o) Ibid. Rule 51. (p) Mul. Rule 56. 
 
 (q) Ibid. Rule 57.
 
 HO WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Chairman. At meetings summoned by the official receiver, he, or- 
 
 some one nominated by him, is the chairman. In all other 
 cases the meeting can appoint its own chairman. (r) 
 Votes of In the voting of creditors regard is to be had to the 
 
 contrilmtories ya l ue f t ne debts due to each creditor, and in the case of 
 contributories to the number of votes conferred on each 
 contributory by the regulations of the company, (s) 
 Resolutions to Certified copies of the resolutions have to be sent by 
 to Kmt to the ^ ii qu iaator or official receiver to the Court. They are 
 sent to the chief clerk if the winding-up is in the High 
 Court, otherwise to the registrar of the Court having 
 jurisdiction, (f) 
 
 Directions of In the administration of the property of the company 
 as e to t0r8 ' &C ' *ke liquidator must have regard to any directions given by 
 administration, the resolutions of creditors or contributories at any gene- 
 ral meeting, or by the committee of inspection. In case 
 of conflict, the resolutions of the creditors or contributories 
 override the directions of the committee of inspection.(w) 
 In the absence of such directions the liquidator can use 
 his own discretion. (x) 
 
 The liquidator can apply to the Court for directions in 
 any particular matter arising in the winding-up.(y) 
 
 The List of Contributories. 
 
 The list of The liquidator must, with all convenient speed after his 
 
 ies ' appointment, settle a list of the contributories of the 
 company. 
 
 The "A" One list is technically known as the "A" list of con- 
 
 tributories. It is a list of those persons only who were 
 members of the company at the commencement of the 
 winding-np.(2) 
 
 The B" The past members that is, the persons who have ceased 
 
 to be members within a year prior to the commencement 
 
 (r) Rules of 1890, .Rule 52. 
 
 (a) The Companies Act, 1862, s. 91 ; and Rules of 1890, Rule 53. 
 
 (t) Rules of 1890, Rule 54. () The Companies Act, 1890, a. 23. 
 
 (x) Ibid. s. 23, ss. 4. (?/) Ibid. s. 23, ss. 3. 
 
 (*) Rules of 1890, Rule 83.
 
 When the "A' 
 ind "B" lists 
 ire settled. 
 
 LIST OF CONTRIBUTORIES. 
 
 of the winding-up are placed in another list, called the 
 "B" list.(a) 
 
 The " A " list is settled as soon after the appointment 
 of liquidator as possible. It was the settled practice of 
 the Court prior to the Companies (Winding-up) Act, 1 890 
 (and there is no reason why the practice should be altered) 
 not to settle the "J5J* list until it had been shown that 
 the present members of the Company 'were 4 unable to 
 satisfy the debts. (5) 
 
 The list of contributories contains a statement of the What the 
 address of and the number of shares or extent of interest hfi 
 to be attributed to each contributory. It distinguishes 
 between persons who hold shares in their own right and 
 as representatives for other persons, (c) 
 
 The liquidator gives notice in writing of the time and Notice of date 
 place he has appointed for settlement of the list of con- 
 tributories to every person he proposes to include in the 
 list. The notice states to each person in what character 
 and for what number of shares or what interest he pro- 
 poses to include such person in the \iat,.(d) 
 
 On the appointed day the liquidator hears persons Settlement of 
 who object to be settled on the list, and finally tL 
 settles it.(e) 
 
 The liquidator gives notice to every person finally Notice to 
 settled on the list, of the fact. The notice states in what %%&* * 
 character and for what number of shares or interest he has 
 been placed on the list.(/) 
 
 Any application to vary the list of contributories must Applications to 
 be made by summons within twenty-one days from the va 
 service on the contributory, or alleged contributory, of the 
 fact that his name is settled on the list of contributories, 
 
 (a) See sec. 38 of the Companies Act, 1862. 
 
 (b) Wright's Case, L. R. 12 Eq. 335, n. 345. McEwen'$ Cote, L. B. 
 6 Ch. 582. 
 
 (c) Kules of 1890, Rule 83, and Form 45. See also the Companies Act, 
 1890, s. 13 ; and the Companies Act, 1862, as. 98 and 99. 
 
 (d) Rules of 1890, Rule 84, and Form 46. 
 
 (e) Ibid. Rule 85. 
 
 (/) Ibid. Rule 86, and Forms 48, 50, and 51.
 
 I 1 2 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 and no application will be entertained after that date 
 
 except on special circumstances.^) 
 
 Variatious The liquidator has power from time to time to vary or 
 
 tolisf by 1008 a( ^ to *ke list of contributories, but any such variation 
 liquidator. or addition must be made in the same manner in all 
 
 respects as the settlement of the original list. (Ji) 
 Liquidator But he cannot, without the special leave of the Court, 
 
 Hst of^nembers rec tify the register of members, and cannot make any call 
 without leave, without either the special leave of the Court or the 
 
 sanction of the committee of inspection.(t) 
 
 Calls. 
 
 How made. Calls (i.e., demands on the contributories to rateably 
 
 supply funds to satisfy the debts of the company) can be 
 made by the liquidator.^) 
 
 Sanction of Before making a call the liquidator must obtain the 
 
 the committee sanc tion of the committee of inspection, if there is one. 
 
 of inspection. r 
 
 How obtained. The sanction has to be obtained at a meeting of the 
 committee of inspection. 
 
 Notice of Each member of the committee must have not less 
 
 than seven days' notice of the meeting. 
 
 What it must The notice must state the proposed amount of the call, 
 
 state. an( j the purpose for which it is intended. 
 
 Advertisement Notice of the intended call and meeting has to be 
 
 of notice. advertised in a London and also in a local newspaper. 
 
 The advertisement has to state the time and place of 
 the meeting of the committee of inspection, and that 
 each contributory may attend the meeting and be 
 heard, or may send a communication in writing to the 
 committee. 
 
 Eesolution of The sanction of the committee is given by a resolution 
 :nnuttee ' passed by a majority of the members present. 
 
 (y) Eules of 1890, Rules 86 and 87. See also ss. 13 and 24 of the 
 Companies Act, 1890. 
 
 (A) Rules of 1890, Rule 88, and Forms 49 and 52. 
 (i) The Companies Act, 1890, s. 13. 
 (7;) Rules of 1890, Rule 92.
 
 CALLS IN WINDING-UP. j x 
 
 Where there is no committee of inspection the liquidator Sanction of 
 must obtain the leave of the Court before making a Court 
 call. (7) The application is by summons, and has to be j 
 served on each contributory included in the call. Four 
 clear days' notice of the summons must be given.(i) 
 
 After a call has been made a copy of the resolution 1 
 
 T , . . . , Lull, how 
 
 or order sanctioning it has to be served on each con- enforced, 
 tributory included in the call, and the call can be enforced 
 by order of the Court, obtained in Chambers on summons 
 by the liquidator.(w) 
 
 Dividends. 
 
 Not more than two months before declaring a dividend, Notice of 
 the liquidator must give notice of his intention to do so dividend. 
 
 (a) To the Board of Trade ; 
 
 (b) To such of the creditors mentioned in the state- 
 
 ment of affairs as have not proved their debts. 
 
 The notice must specify the latest date up to which 
 proofs must be lodged, which must not be less than four- 
 teen days from the date of such notice. (0) 
 
 Where any creditor, after the date mentioned in the Provision for 
 notice of intention to declare a dividend as the latest date up when notice 
 to which proofs may be lodged, appeals against the decision 
 of the liquidator rejecting a proof, notice of appeal must 
 be given within seven days from the date of the notice of 
 the decision against which the appeal is made (the time 
 can be extended for special causes), and the liquidator 
 may in such case make provision for the dividend upon 
 such proof and the probable costs of such appeal in the 
 event of the proof being admitted. Where no notice of 
 appeal has been given within the time specified, the 
 liquidator must exclude all proofs which have been re- 
 jected from participation in the dividend.(p) 
 
 (0 Rules of 1890, Rule 92. ("0 lbiel - Rale 93 
 
 (n) Ibid. Rules 94 and 95. () *** Rule Iafc 
 
 (p) Ibid. Rule 122 (2).
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Declaration of 
 a dividend. 
 
 Fresh notice 
 where the 
 declaration of 
 a dividend is 
 postponed. 
 
 Immediately after expiration of the time fixed for 
 appealing against the decision of the liquidator he must 
 proceed to declare a dividend, and must give notice to the 
 Board of Trade (in order that the same may be gazetted), 
 and must also send a notice of dividend to each creditor 
 whose proof has been admitted.^) 
 
 If it becomes necessary, in the opinion of the liquidator 
 and the committee of inspection, to postpone the declara- 
 tion of the dividend beyond the limit of two months, the 
 liquidator must give a fresh notice of his intention to de- 
 clare a dividend to the Board of Trade ; but it is not 
 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 is to follow the fresh notice as would 
 have followed the original notice.(r) 
 
 Duty of 
 
 unclaimed 
 dividends. 
 
 Payment out 
 to person 
 entitled. 
 
 Unclaimed Dividends. 
 
 If it appears from the statement as to the proceedings 
 in and position of the liquidation, or otherwise, that a 
 liquidator of a company has in his hands or under his 
 control any money representing unclaimed or undistri- 
 buted assets of the company, which have remained un- 
 claimed or undistributed for six months after the date of 
 their receipt, the liquidator must forthwith pay the same 
 to the Companies' Liquidation Account at the Bank of 
 England. Every such liquidator is entitled to the pre- 
 scribed certificate of receipt for the moneys so paid, and 
 that receipt is an effectual discharge to him in respect 
 thereof.(s) 
 
 Any person claiming to be entitled to any money paid 
 into the Bank of England by the liquidator can apply to 
 the Board of Trade for payment of the same, and the 
 Board of Trade may, on a certificate of the liquidator that 
 
 (q) Rules of 1890, Rule 122 (3). 
 
 (r) Ibid. Rule 122 (4). 
 
 (.) The Companies Act, 1890, s. 15, ss. 3.
 
 DIVIDENDS IX WIXDIXG-UP. j 5 
 
 the person claiming is entitled, make an order for the 
 payment to that person of the sum due. Auy person 
 dissatisfied with the decision of the Board of Trade in 
 respect of any such claim can appeal to the High 
 Court.(0 
 
 Every person who has acted as liquidator of any Particulars 
 
 ,., ,, ,. .-i,. i i i-i-i of unclaimed 
 
 company, whether the liquidation has been concluded or dividends to 
 not, must furnish to the Board of Trade particulars of auy ^ t f h"j^l 
 money in his hands or under his control representing of Trade, 
 unclaimed or undistributed assets of the company when- 
 ever required to do so. The Board of Trade may require 
 such particulars to be verified by affidavit, (w) 
 
 The Board of Trade may at any time order any such Power of ^ 
 person to submit to them an account verified by affidavit to call for u 
 of the sums received and paid by him as liquidator of the ac 
 company, and can direct and enforce an audit of the 
 accounts, (x) 
 
 The powers of the Bankruptcy Act, 1883, with respect 
 to the discovery and realisation of the property of a debtor 
 can be exercised against a liquidator for the purpose of 
 making him disgorge unclaimed dividends and undis- 
 tributed assets.(?/) 
 
 Books of Account. 
 
 The official receiver, until a liquidator is appointed, and *J*y ' 
 after his appointment the liquidator, must keep the two liquidator, 
 following books, viz. 
 
 (a) A record book; 
 
 (b) A cash book. 
 
 In the record book he must enter *"*>* ** 
 
 (i) Minutes of proceedings and resolutions passed 
 at meetings of creditors, contributories, or the 
 committee of inspection. 
 
 (0 The Companies Act, 1890, s. 15, ss. 5. 
 
 () Rules of 1890, Rule 128. (*) ^ Rul <; 
 
 <y) The Companies Act, 1890, B. 15 ; aud Rules of 1890, Rules 129 * U<>.
 
 n6 
 
 WINDING-TIP OF JOINT STOCK COMPANIES. 
 
 Cash book. 
 
 Accounts to be 
 sent to the 
 Board of 
 Trade. 
 
 Statement of 
 affairs showing 
 realisations. 
 
 Trading 
 accounts. 
 
 Committee. 
 
 (2) All matters necessary to give a correct view of 
 his administration of the company's affairs. (z) 
 
 Documents of a confidential nature (e.g., opinions of 
 counsel) need not be inserted. Such documents need not 
 be exhibited by the official receiver or liquidator to any 
 person other than a member of the committee of inspection. 
 
 In the cash book he must enter from day to day the 
 receipts and payments made. 
 
 The record book and cash book must be submitted to 
 the committee of inspection, together with any other 
 requisite books and documents, when required, and not 
 less than once every three months,(a) for audit by the 
 committee, and the committee must certify in the book the- 
 day on which the book was audited. (b) 
 
 Duplicate copies of the cash book must be transmitted 
 by the liquidator to the Board of Trade every six months,, 
 together with the necessary vouchers and copies of the 
 certificate of audit by the committee of inspection, (c) 
 
 With the first accounts the liquidator must forward a 
 copy of the statement of affairs, showing in red ink the 
 amounts realised, and explaining the cause of the non- 
 realisation of assets not realised. (d) If all the assets have 
 been realised and distributed, the accounts must be sent 
 at once, although six months may not have expired 
 since the commencement of the liquidation. (e) 
 
 If the liquidator carries on the business of the com- 
 pany he must keep a distinct trading account. The 
 trading account has not less than once a month to be 
 verified by affidavit and submitted to the committee of 
 inspection.(/) The accounts sent by the liquidator have 
 to be certified and verified by him, and accompanied by 
 a summary. (g) 
 
 (z) Eules of 1890, Eule 143 ; and see the Companies Act, 1890, e. 21. 
 
 (a) Ibid. Rule 144. (6) Ibid. Rule 135. 
 
 (c) Ibul. Rule 136 ; and the Companies Act, 1890, s. 20. 
 
 (d) Ibid. (e) Ibid, 
 (f)lbid. Rule 137. 
 
 (y) Ibul. Rules 136 (3), and 139 ; and see Form 75.
 
 ACCOUNTS OF LIQUIDATOR. I | 7 
 
 If the liquidator has not received or paid any money Affidavit of 
 since the last accounts sent, instead of accounts he " n ' C( ' i P ts ur 
 forwards to the Board of Trade an affidavit of no receipts 
 or payments. (A) 
 
 On a liquidator resigning, or being released or Custody of 
 removed from his office, he must deliver to the official ^ > ] ^ e on &c 
 receiver, or to the new liquidator, all his books, docu- ol liquidator, 
 ments, papers, and accounts. His release will not take 
 effect until this is done.(i) 
 
 Statements as to Pending Liquidations. 
 
 If the winding-up of a company is not concluded information as 
 within one year from its commencement, (A;) the liquidator liquidations, 
 of the company must, until the winding-up is concluded, 
 send to the registrar of joint stock companies a periodical 
 statement with respect to the proceedings in and position 
 of the winding-up. (I) 
 
 The statement must be in duplicate.(??i) statement to 
 
 The statement is to be sent twice in every year.(n-) dupiicat,-, 
 The first statement is to be sent at the expiration of ; 
 thirty days from the termination of the first year during year, 
 which the liquidation proceedings have been pending. 
 The succeeding statements are to be sent at intervals of 
 half a year until the winding-up of the company is 
 concluded, (o) 
 
 Each statement must consist of a statement of account 
 dated from the last statement of account sent in, together conuin. 
 with a copy of the entries in the record book made since 
 such date, (p) 
 
 A liquidator failing to make and send the required 
 
 (h) Rules of 1890, Rule 140. (0 Ibid. Rule 141. 
 
 (k) The commencement will be the time of the presentation of the petit 
 The Companies Act, 1862, s. 84. 
 
 (I) The Companies Act, 1890, s. 15, ss. I. 
 
 (m) Rules of 1890, Rule 127. 
 
 (n) The Board of Trade has power by general order to alter the < 
 which and the intervals at which this statement is to be sent. 
 
 (o) Rules of 1890, Rule 127 (i). 
 
 f Ibid, and see Form 75 in Schedule to the Rule*.
 
 nS 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 inspect the 
 statement. 
 
 statement is liable to a fine not exceeding ^"50 for each 
 day during which the default continues. (q) 
 
 Right of Any person stating himself in writing to be a creditor 
 
 contributor to or contributory of the company is entitled, by himself or 
 by his agent, at all reasonable times, on payment of the 
 prescribed fee,(r) to inspect the statement, and to a copy 
 thereof or extract therefrom. 
 
 Any person untruthfully so stating himself to be a 
 creditor or a contributory is guilty of a contempt of Court, 
 and punishable accordingly, on the application of the 
 liquidator or of the official receiver, (s) 
 
 For the purpose of sending these half-yearly state- 
 ments, a winding-up by the Court is to be deemed con- 
 cluded from the date at which the order dissolving the 
 company has been reported by the liquidator to the 
 registrar of joint-stock companies; in the case of a 
 voluntary winding-up, or a winding-up subject to super- 
 vision, from the date of the dissolution of the company,(i!) 
 unless the liquidator has unclaimed or undistributed 
 assets in his hands, in which case it will not be deemed 
 to be concluded until the funds are distributed or paid 
 into the Companies' Liquidation Account of the Bank 
 of England. (u) 
 
 Conclusion 
 of the 
 liquidation. 
 
 Order of 
 priority of 
 costs. 
 
 Costs of 
 realisation. 
 
 Costs of 
 petition. 
 
 TJie order in which Costs are payable out of the Assets 
 of the Company. 
 
 The fees paid and actual expenses incurred in realis- 
 ing and getting in the assets take priority over every 
 other payment. (a;) 
 
 Subject to this, the costs are paid in the following 
 order : 
 
 (l) The taxed costs of the petition (including the 
 
 (q) The Companies Act, 1890, a. 15, ss. 2. 
 
 (r) A fee of is. ; see Order as to fees, Dec. 1890. 
 
 () The Companies Act, 1890, s. 15. 
 
 (t ) As to this, see post, Ch. on Voluntary Winding-tip. 
 
 (w) Eules of 1890, Rule 126. (x) Ibid. Rule 31.
 
 COSTS IX WIXDIXG-UP. 
 
 costs of all parties appearing allowed by the 
 Court). 
 
 (2) The remuneration of the special manager (if Special 
 
 any"). manager's 
 
 J / remuuiTiiUun. 
 
 (3) The costs and expenses of the statement of statement of 
 
 affairs i.e., the costs of the persons making ftfl 
 or concurring in making it. 
 
 (4) The taxed costs of any shorthand writer ap- Shorthand 
 
 pointed to take an examination. (If the^ 1 
 shorthand writer be appointed on the ap- 
 plication of the official receiver, these costs 
 are deemed part of the expenses of realising 
 the assets.) 
 
 (5) The necessary disbursements of the liquidator, Disbursements 
 
 other than the costs of realisation. 
 
 (6) The costs of persons properly employed by the Persons em- 
 
 liquidator, with the sanction of the committee liquidator. 
 of inspection. 
 
 (7) The remuneration of the liquidator. Liquidator's 
 
 _ , . .remuneration. 
 
 (8) The out-of-pocket expenses of the committee oi Expen8es O f 
 
 inspection.^) 
 
 Taxation of Costs, Charges, and Expenses. 
 
 The procedure to obtain a taxation of costs or charges Posts Wjj*^ 
 payable by or to the official receiver or liquidator, or receiver, AC. 
 which are to be paid out of the assets of the company, is 
 
 as follows : 
 
 The bill or charges must be left with the official rai must b 
 receiver if incurred prior to the appointment of a of 
 liquidator, and with the liquidator if incurred after that' 
 
 date. 
 
 After the bill or charges have been left with the 
 official receiver or liquidator for three clear days, an 
 application for an appointment to tax can be made 
 the taxing master, and not before.() 
 
 - (y) Rules of 1890, Kule 31. (*) # Role *
 
 120 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Notice of 
 appointment 
 to tax. 
 
 Copy of bill. 
 
 Duty of 
 
 official 
 
 receiver. 
 
 Lodgment of 
 bill with tax- 
 ing-master. 
 
 Certificate of 
 employment. 
 
 Solicitors' bill 
 
 Certificate of 
 taxation. 
 
 Beviews of 
 taxation. 
 
 After the appointment to tax is obtained, not less than 
 three clear days' notice of the appointment must be given 
 to the official receiver, and also to the liquidator (if 
 any).(a) 
 
 A copy of the bill or charges can be required, either by 
 the official receiver or liquidator, from the person whose 
 bill or charges are to be taxed, on payment to such person 
 of fourpence a folio for the copy. (b) 
 
 The official receiver must call the attention of the 
 liquidator to any items which in his opinion require 
 attention. He can also attend, or be represented on the 
 taxation, (c) 
 
 On receiving notice of taxation the official receiver or 
 liquidator, as the case may be, has to lodge the bill or 
 charges with the taxing-master. (d) 
 
 Before taxation of the bill or charges of any person 
 employed by the official receiver or liquidator, a certificate 
 in writing, signed by the official receiver or liquidator, 
 must be produced to the taxing-master, setting forth 
 whether any, and if any, what, special terms for re- 
 muneration have been made. 
 
 In addition, before taxation of a solicitor's bill, a copy 
 of the resolution, or other authority sanctioning the 
 employment, must be produced to the taxing-master. (e) 
 
 After taxation of the bill or charges the taxing-master 
 issues to the person presenting the bill a certificate of 
 taxation, and files the bill.(/) 
 
 The Board of Trade can require a review to be made 
 of any taxation made by a registrar of a court, other than 
 the High Court. 
 
 The practice on such a review is as follows : 
 
 (l) The Board of Trade gives notice to the person 
 whose bill has been taxed. 
 
 (a) Eules of 1890, Rule 23. 
 
 (ft) Jbid. Rule 25. The rule is ambiguous, but I think it means that two 
 copies may be demanded. 
 
 (c) Jbid. (d) Jbid. Rule 24. 
 
 (e) Jbid. Rule 29 ; see ante, pp. 97, 98. (/) Jbid. Rule 27.
 
 TAXATION OF COSTS. 121 
 
 (2) The Board applies to the taxing-master of the 
 
 Chancery Division to appoint a time to review 
 the taxation. 
 
 (3) The Board gives notice to the person whose bill is 
 
 to be taxed of the appointment to review. 
 
 (4) The taxing-master whose taxation is reviewed for- 
 
 wards the bill to the Chancery taxing master. 
 
 (5) The Board of Trade can appear on the review. 
 
 (6) If the bill is reduced on review, the difference is to 
 
 be repaid to the official receiver or liquidator, if 
 already paid.(^r) 
 
 (/) The Chancery taxing-master can allow costs to the 
 person whose bill is reviewed, but the cost of a 
 London agent only, not of the principal, will be 
 allowed if he can sufficiently represent the 
 principal, (h) 
 
 Release of Liquidator. 
 The liquidator may apply for his release when he has when he m*y 
 
 (a) Realised and distributed all the property of the 
 
 company; or all that can, in his opinion, be 
 realised without needlessly protracting the liqui- 
 dation ; or 
 
 (b) Been removed from his office.(t) 
 
 The application is to the Board of Trade.(*) 
 
 Before applying he must give notice of his intention 
 to apply to all creditors who have proved, and all the* 
 contributories.(7) 
 
 On his application the Board of Trade causes a report 
 on his accounts to be prepared. 
 
 The Board of Trade takes into account the report, and 
 
 (0) There appears to be no way to increase the amount already allowed. 
 (h) Rules of 1890, Rule 30. 
 
 (t) The Companies Act, 1890, B. 22. 
 (k) Ibid, and Rules of 1890, Rule 148. 
 
 (1) Rules ot 1890, Rule 148.
 
 122 WINDING- UP OF JOINT STOCK COMPANIES. 
 
 any objection to the release urged by any creditor or 
 creditors, and grants or withholds the release. 
 Appeal from The decision of the Board of Trade is subject to an 
 
 decision of ITI/^ 
 
 Board of Trade, appeal to the High Court.(m) 
 
 If the release be withheld, an order can be made by 
 
 the Court charging the liquidator with the consequences 
 
 of any act or default.(w) 
 Effect of If the release be granted, the liquidator is thereby 
 
 discharged from all liability in respect of any act done or 
 
 default made by him as liquidator ; but the order can be 
 
 revoked.(o) 
 
 (m) The Companies Act, 1890, s. 22. 
 (n) Ibid. ss. 2. 
 (o) Ibid. ss. 3.
 
 VOLUNTARY WINDING- UP. 
 
 CHAPTER VII. 
 
 VOLUNTARY WINDING-UP AND \VINDING-UP SUBJECT TO 
 SUPERVISION. 
 
 Voluntary Winding-up. 
 A company may be wound up voluntarily : 
 
 (i) Whenever the period, if any, fixed for the when a 
 
 duration of the company by the articles o f company may 
 
 J J be wound up 
 
 association expires, or whenever the event, if voluntarily 
 any, occurs, upon the occurrence of which it 
 is provided by the articles of association that 
 the company is to be dissolved, and the 
 company in general meeting has passed a 
 resolution requiring the company to be wound 
 up voluntarily : 
 
 (2) Whenever the company has passed a special _ 
 
 resolution requiring the company to be wound 
 up voluntarily : 
 
 (3) Whenever the company has passed an extra- 
 
 ordinary resolution to the effect that it has 
 been proved to its satisfaction that the 
 company cannot, by reason of its liabilities, 
 continue its business, and that it is advisable 
 to wind up the same.(a) 
 Notice of any special QT extraordinary resolution Advertisement 
 
 passed for winding- up a company voluntarily must be 
 
 given by advertisement in the London Gazette.(i) 
 
 (a) The Companies Act, 1862, s. 129. 
 
 (b) Ibid. s. 132.
 
 124 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 It appears that a liquidator may be appointed at the 
 same meeting as the voluntary winding-up is resolved 
 upon, and this although the notice calling the meeting 
 says nothing about the appointment, for the appointment 
 of a liquidator is only a necessary consequence of a 
 winding-up.(c) 
 
 The following consequences ensue upon the voluntary 
 winding-up of a company :(d) 
 
 Consequences (i) The property of the company is applied in 
 
 of voluntary J e i' .. i--u-r5 
 
 . satisfaction of its liabilities pan passu, and, 
 
 subject thereto, is (unless it be otherwise 
 provided by the regulations of the company) 
 distributed amongst the members according 
 to their rights and interests in the company : 
 
 (2) Liquidators are appointed and their remunera- 
 
 tion fixed by the company in general 
 meeting : 
 
 (3) Where one person only is appointed, all the 
 
 provisions in reference to several liquidators 
 apply to him : 
 
 (4) Upon the appointment of the liquidators all the 
 
 powers of the directors cease, except so far 
 as the company in, general meeting, or the 
 liquidators, sanction the continuance of such 
 powers : 
 
 (5) When several liquidators are appointed, every 
 
 power given by the Act may be exercised by 
 such one or more of them as may be de- 
 termined at their appointment, or, in default 
 of such determination, by any number not 
 less than two : 
 
 If (6) The liquidators may, witjieut the sanction of the 
 Court, exercise all powers by the Companies 
 Act of 1862 given to the official liquidator : 
 (7) The liquidators exercise the powers given to 
 
 (c) Indian Zoedone Co., 26 Ch. D. 70. 
 
 (d) The Companies Act, 1862, e. 133.
 
 VOLUNTARY WINDING- UP. 
 
 the Court of settling the list of contributories, 
 and any list so settled is primd facie evidence 
 of the liability of the persons named therein 
 to be contributories : 
 
 (8) The liquidators may call on all or any of the 
 
 contributories, to the extent of their liability, 
 to pay all or any sum they deem necessary 
 to satisfy the debts and liabilities of the 
 company, and the costs of winding it up, 
 and the liquidators may take into considera- 
 tion the probability that some of the contri- 
 butories may partly or wholly fail to pay 
 their respective portions of the same : 
 
 (9) The liquidators must pay the debts of the 
 
 company and adjust the rights of the contri- 
 butories amongst themselves.(e) 
 
 A voluntary winding-up commences at the time of theiCommence- 
 passing of the resolution authorising the winding-up. (/) '.Sr 
 Where the resolution is a special one i.e., a preliminary ! U P- 
 followed by a confirmatory resolution the commencement! 
 dates from the passing of the confirmatory resolution.^) I 
 
 From the commencement of the voluntary winding-up Effect on 
 the company ceases to carry on its business, except so far c 
 as may be required for the beneficial winding-up. 
 
 All transfers of shares, except transfers made to or Transfers of 
 with the sanction of the liquidators, are void, and the 8 
 status of members cannot be altered ; but the corporate 
 state and the corporate powers of the company continue 
 until the affairs of the company are wound up.(/i) 
 
 The liquidator's only remedy for non-payment of a call Enforcement 
 is by action or by application to the Court to enforce the J 
 call under sec. i8.i 
 
 (e) The Companies Act, 1862, s. 133. 
 
 (/) The Companies Act, 1862, a. 130. (</) Buckley, 6th ed. p. 319. 
 
 (A) The Companies Act, 1862, s. 131. A contract for a sale of shares in .1 
 company being wound up is valid as a contract, although made during the U 
 winding-up. Lindley on Company Law, p. 836. 
 
 (I) See next page.
 
 126 
 
 WINDING-DP OF JOINT STOCK COMPANIES. 
 
 Power of 
 appointing 
 liquidators 
 may be dele- 
 gated to the 
 creditors. 
 
 Arrangements 
 when binding 
 on creditors. 
 
 Questions 
 arising in the 
 winding-up 
 may be re- 
 ferred to the 
 Court. 
 
 Effect of 
 section. 
 
 A company about to be wound up voluntarily, or in 
 the course of being wound up voluntarily, may by an 
 extraordinary resolution delegate to its creditors the 
 power of appointing liquidators and supplying vacancies 
 in their number, or by a like resolution enter into any 
 arrangement with respect to the powers to be exercised 
 by its liquidators, and the manner in which they are to 
 be exercised. (&) 
 
 Any arrangement entered into between the company 
 and its creditors will be binding on the company if 
 sanctioned by a special resolution of the members, and on 
 the creditors, if acceded to by three-fourths in number 
 and valde 01 the creditors, (I) but any contributory or 
 creditor may appeal to the Court against such arrange- 
 ment within three weeks from the date of its comple- 
 tion, (m) 
 
 The liquidators, or any contributory of the company, 
 may apply to the Court to determine any question 
 arising in the winding-up, or to exercise all or any of 
 the powers which the Court might exercise if the com- 
 pany were being wound up by the Court ; and the Coui't 
 may, if satisfied that the determination of such question, 
 or the required exercise of powers, will be just and 
 beneficial, accede wholly or partially to such application 
 on such terms and subject to such conditions as the 
 Court thinks fit.(tt) 
 
 The object of the section above quoted is that a com- 
 pany and its creditors are to be left to settle their own 
 affairs without coming to the Court at all, either for a 
 compulsory winding-up or a winding-up under super- 
 vision, but to provide the liquidator and contributories 
 with a means of access to the Court whenever any 
 
 (k) The Companies Act, 1862, s. 135. 
 
 (1) Ibid. 1862, s. 136. 
 
 (TO) Ibid. B. 137. 
 
 (n) Ibid. 1862, s. 138. The application must be by petition or motion, 
 unless judge directs it to be by summons. See Gen. Order, November, 1862, 
 Rule 51, and Rules of 1890, Rule 4.
 
 VOLUNTARY WINDIXG-UP. j ->, 
 
 question arises in the winding-up, just in the same way 
 as when any question arises in the case of a compulsory 
 winding-up or under supervision, (o) 
 
 The liquidators have power from time to time to General 
 summon general meetings of the company, for the meetiug8 ' 
 purpose of obtaining the sanction of the company, by 
 special or extraordinary resolution, or for any other 
 purpose they think fit ; and in the event of the winding- 
 up continuing more than one year, they must summon a 
 general meeting at the end of the first and each succeed- 
 ing year, and must lay before such meeting an account 
 showing their acts and dealings, and the manner in 
 which the winding-up has been conducted during the 
 preceding year.(p) 
 
 Any vacancies in the office of liquidators by death, vacancies j u 
 resignation, or otherwise, may be filled up by the ?. fl 
 company in general meeting, subject to any arrangement iow filioi 
 they have entered into with their creditors. The 
 meeting for this purpose can be convened by the con- 
 tinuing liquidators or by any contributory.(j) If from any 
 cause there is no liquidator, the Court may, on the appli- 
 cation of a contributory, appoint a liquidator. A liqui- 
 dator in a voluntary winding-up may also be removed by 
 the Court, (r) As soon as the affairs of the company are Accounts .A 
 fully wound up, the liquidators must prepare an account hquu] 
 showing how the liquidation has been conducted and the 
 property of the company disposed of ; their next step is 
 to call a general meeting for the purpose of considering 
 the account ; the meeting must be called by advertise- 
 ment, specifying the time, place, and object of the 
 meeting, and must be published for one month at least 
 previously to the meeting in the London Gazette.(s) 
 
 (o) Buckley, 6th ed. p. 327. 
 (p) The Companies Act, 1862, e. 139. 
 (q) Ibid. s. 140. 
 
 (r) Ibid. s. 141. The application must be by petition or motion, unk 
 judge directs it to be by summons. Gen. Order, November, 1862, Kule 51. 
 (s) The Companies Act, 1862, a. 142.
 
 128 
 
 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Dissolution of 
 company. 
 
 Costs of 
 windiug-up. 
 
 After 
 voluntary 
 winding-up 
 when com- 
 pulsory order 
 can be 
 
 obtained by a 
 contributory, 
 
 and by a 
 creditor. 
 
 The liquidators must make a return to the registrar of 
 such meeting having been held, and of the date at which 
 the same was held, and at the expiration of three months 
 from the date of the registration of such return the 
 company is deemed to be dissolved. (t) The costs in- 
 curred in the voluntary winding-up of a company, in- 
 cluding the remuneration of the liquidators, are paid out 
 of the assets of the company in priority to all other 
 claims, (u) 
 
 Members of a company may transfer their shares at any 
 time before a resolution for voluntary liquidation has been 
 passed, notwithstanding they know that such a resolution 
 is about to be passed, (a?) 
 
 After a voluntary winding-up has commenced a com- 
 pulsory order cannot be made on the application of a 
 contributory, unless ( I ) a case of fraud in passing the volun- 
 tary resolution is made out e.g., that it was carried by the 
 vote of a majority implicated in transactions to be investi- 
 gated ; or (2) the petition, is supported by creditors. (y) 
 
 The voluntary winding-up of a company is not a bar to 
 the right of any creditor to have the company wound up 
 by the Court, if the Court is of opinion that the rights of 
 such creditor will be prejudiced by a voluntary winding- 
 up ; (z) as, for instance, where there have been preferences 
 made by the directors,(a) or the conduct of the directors 
 requires to be inquired into. (5) 
 
 Where a company is in the course of being wound up 
 voluntarily, and the Court thinks fit to make an order 
 directing the company to be wound up by the Court, the 
 Court may provide for the adoption of all or any of the 
 proceedings in the voluntary winding- up. (c) 
 
 (t) The Companies Act, 1862, s. 143. (u) Ibid. s. 144. 
 
 (x) Taurine Co., 2$ Ch. D. 118. 
 
 (y) Buckley, 6th ed. p. 333 ; and see The Gold Co., n Ch. D. 701. 
 (z) The Companies Act, 1862, s. 145. 
 
 (a) He Northumberland and District Banking Co., 2 De G. & J. 357, 
 378. (6) Re The United Service Co., L. K. 7 Eq. 76. 
 
 (c) The Companies Act, 1862, s. 146.
 
 WIXDING-UP SUBJECT TO SUPERVISION. I2g 
 
 CHAPTER VIII. 
 
 WIXDING-UP SUBJECT TO SUPERVISION. 
 
 WINDING-UP subject to the supervision of the Court ^'hen it token 
 takes place where a company, in the course of voluntary pllM 
 winding-up, has proceedings taken against it for its 
 winding-up by the Court ; in such a case the Court may 
 make an order directing that the voluntary winding-up 
 shall continue, but subject to its supervision, and with 
 such liberty for creditors, contributories, or others, to apply 
 to the Court, and generally upon such terms and conditions 
 as the Court thinks just.(a) 
 
 A petition, praying that a voluntary winding-up may Petition for. 
 continue subject to the supervision of the Court, is, for 
 the purpose of giving the Court jurisdiction over suits and 
 actions, to be deemed a petition for the winding-up of the 
 company by the Court.(i) The Court may, in all matters Court will 
 relating to the winding-up under supervision, have regard {^^{^J" 
 
 to the wishes of the creditors or contributories, and may creditors wi 
 
 t_ j f A.\- contnbutaim. 
 
 direct general meetings of them to be summoned, lor the 
 
 purpose of ascertaining their wishes. As regards creditors, 
 regard is had to the value of the debts due to them ; and 
 as regards contributories, to the number of votes conferred 
 on each by the regulations of the company.(c) An order 
 for winding-up subject to the supervision of the Court Voluntary 
 
 J . fft .... . U~.ii.l-*.. 
 
 usually continues the voluntary liquidators as official liqui- 
 dators ; but the Court may appoint any liquidator or 
 
 (a) The Companies Act, 1862, s. 147. 
 (6) Ibid. s. 148. 
 
 (c) Ibid. s. 149. Such meeting is summoned by a seven days' notice in 
 writing frcm the liquidator. Gen. Order, November, 1862, Rule 47. 
 
 I
 
 130 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 liquidators (in addition to those appointed in the voluntary 
 winding-up), and any liquidators so appointed have the 
 same powers and are subject to the same obligations, and 
 in all respects stand in the same position, as the liquidators 
 Powers of appointed by the company. (d] The liquidators appointed 
 
 liquidators. . FJ . J -L- . , \5 
 
 in a winding-up subject to supervision may, subject to- 
 any restrictions imposed by the Court, exercise all their 
 powers without the sanction or intervention of the Court, 
 in the same manner as if the company were being wound 
 up altogether voluntarily. (e) But, except as before men- 
 tioned, an order for winding-up a company under the 
 supervision of the Court is for all purposes to be deemed 
 an order of the Court for winding-up the company by the 
 Court.(/) 
 
 & ^ e Or< ^ er ^ or winding-up subject to the supervision of 
 ' the Court confers full authority on the Court to make and 
 enforce calls, and to stay all actions, suits, and other pro- 
 ceedings against the company, and generally to exercise 
 any powers which it could have exercised if an order had 
 been made for winding-up the company altogether by the 
 Court. (//) 
 
 (d) The Companies Act, 1862, s. 150 and 152. 
 
 (e) Ibid. s. 151. 
 
 (/) Ibid (g) Ibid.
 
 MATTERS COMMON TO THE THREE METHODS. 
 
 CHAPTER IX. 
 
 MATTERS COMMON TO THE TJJREE, METHODS OF 
 WINDING-IT. 
 
 WHERE a company is being wound up voluntarily or subject Power of the 
 to the supervision of the Court, the official receiver attached ^ t ^*er to 
 to the Court having jurisdiction to wind up the company, apply for 
 
 ?i.- J.T. J.L i -i compulsory 
 
 may present a petition that tne company be wound up order where a 
 by the Court, and thereupon, if the Court is satisfied that ^Tound 
 the voluntary winding-up, or winding-up subject to U P l"tril 
 supervision, cannot be continued without due regard to supervision, 
 the interests of the creditors or contributories, it may 
 make an order that the company be wound up by the 
 Court, (a) 
 
 The above power to supersede a voluntary winding-up Power of 
 
 . ... r , -* 7 -, J , * contributory 
 
 or a windmg-up under supervision by an order lor a O r creditor to 
 wmding-up by the Court is additional to the right of 
 creditor or contributory to apply for"a~~compulsory order 
 (i.e., an order for winding-up by the Court) in either of 
 the above cases.(Z>) In the case of He The Orrell Colliery 
 and Fire Brick Company (c) the Master of the Rolls 
 considered that there was power to make an order for 
 winding-up by the Court after a supervision order, but 
 said that there would be few cases in which it would be 
 desirable to do it. The petitioners in that case were 
 small creditors one for 25 and the other for 19 19*. 
 and he refused to make an order. 
 
 (a) The Companies Act, 1890, *. 14. 
 
 (6) The Companies Act, 1862, ss. 79, 145. '47, nd 152. 
 
 (c) W. N. 1879, 106.
 
 132 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 Commence- Where a voluntary winding-up is continued under 
 
 ing-up f Wmd supervision, the winding-up commences at the date of 
 the resolution, and not at the date of the presentation of 
 the petition, for this order is to continue the winding-up, 
 which has already commenced. 
 
 In the case of the West Cumberland Iron and Steel Co.(d) 
 a petition was presented for the compulsory winding-up 
 of a company, and the same day a provisional liquidator 
 was appointed. Afterwards the company passed an 
 extraordinary resolution to wind up voluntarily. When 
 the petition came on to be heard, an order was made to 
 continue the voluntary winding-up subject to the super- 
 vision of the Court. It was held that the winding-up 
 commenced from the passing of the resolution, not from 
 the appointment of the provisional liquidator, and that 
 the Court had no power to alter the date of the com- 
 mencement. 
 
 Transfers of Where the company is wound up by the Court or 
 
 sequent to subject to its supervision, all dispositions of the property, 
 commencement effects, and things in action of the company, and every 
 
 of windmg-up. ... 
 
 transfer of shares or alteration in the status of the mem- 
 bers of the company, made between the commencement 
 of the winding-up and the winding-up order, are void 
 unless the Court otherwise orders.(e) 
 
 Restraining The Court may, at any time after the presentation of 
 
 afteTpetitiou. a petition, and before an order for winding-up a company, 
 upon the application of the company, or of any creditor 
 or contributory of the company, restrain further proceed- 
 ings in any action, suit, or proceedings against the com- 
 pany upon such terms as it thinks fit.(/) 
 
 After order. After an order for winding-up has been made, no suit, 
 
 action, or proceeding may be proceeded with or com- 
 menced against the company, except with the leave of 
 the Court, (g) and where any company is being wound up 
 by the Court or subject to its supervision, any attachment, 
 sequestration, distress, or execution put in force against 
 
 (d) 40 Ch. D. 361. (e) The Companies Act, 1862, s. 153. 
 
 (f) Ibid. e. 85. (g) Ibid. a. 87.
 
 RESTRAINING PROCEEDINGS. 
 
 133 
 
 the estate or effects of the company (without such leave) 
 after the commencement of the winding-up is void.(/t) 
 The joint effect of the sections above quoted is to put the 
 creditor who desires to proceed to execution, after a wind- 
 ing-up order or a supervision order, to the necessity of 
 coming to the Court and asking for leave to proceed.^') 
 
 The provisions of sect. 163, above quoted, as to attach- 
 ment, sequestration, distress, and execution, seem to apply 
 equally to a voluntary winding-up as to a winding-up by 
 the Court, or subject to supervision. (&) 
 
 It is 'a question for the discretion of the Court whether Discretionary 
 it will allow a creditor to proceed or not, and where a ^"aiiowaii " 
 
 creditor of the company obtains iudgment and issues execution 
 r J ... . creditor to 
 
 execution bond fide, and the sheriff is actually in possession proceed with 
 
 before the presentation of the petition, the creditor will o^not 
 not, except under special circumstances, be restrained 
 from realising his judgment. (I) 
 
 Any application to stay proceedings in an action in the Applications 
 Queen's Bench Division against the company, must be c " c dii^whc 
 made in the Queen's Bench Division, and not in the m 
 Chancery Division.(m) 
 
 Leave to commence an action against a company in 
 liquidation has been given exparte, but the proper practice 
 is to apply for it by summons or motion(Ti), preferably 
 by summons. 
 
 A landlord is not, in respect of his right of distress, a Landlord's 
 secured creditor, (o) After the commencement of a wind- 
 ing-up and apparently, from the cases referred to above, 
 after the commencement of a voluntary winding-up he 
 can only distrain for his rent with the leave of the Court, 
 
 (A) The Companies Act, 1862, s. 163. (i) Buckley, 6th ed. p. 234- 
 
 (k) Thomas v. Patent Lionite Co., 17 Ch. D. 250; Thurso Ar Go. Co., 
 42 Ch. D. 486. This seems to arise from the scheme of the Act 
 especially s. 133. 
 
 (I) Buckley, 6th ed. p. 235. 
 
 (m) In re Artistic Colour Printing Co., 14 Ch. D. 502 ; and s 
 General Service Co-operative Stores, 1891, I Ch. 496. 
 
 (n) Western and Brazil Telegraph Co. T. Sibby ,42 L 
 
 (o) In re Coal Consumers 1 Association, L. K. 4 Ch. L
 
 134 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 and this leave will only be given under special circum- 
 stances. Even if he distrain within three months 
 before the winding-up order, his distress will be sub- 
 ject to certain preferential claims for rates, taxes, wages, 
 and salary, under the Preferential Payments in Bankruptcy 
 Act, 1888, which will be found set out later on in this 
 chapter. 
 
 Proceeds of Sect. 87 of the Bankruptcy Act, 1869, was held not 
 
 to apply to executions against a company, and the 
 Bankruptcy Act of 1883 has made no difference in this 
 respect ;(^) jujd the sheriff in executions against a com- 
 pany is not bound to hold the proceeds of the execution 
 i -jjj, _ i_ 
 
 for fourteen days before paying them over to the execu- 
 tion creditor, (q) 
 
 in a voluntary The powers of restraining proceedings apply to a com- 
 mg-up. pany being wound up under the supervision of the 
 Court,(r) and as the Court may, in a voluntary winding- 
 up, on the application of the liquidator or a contributory, 
 exercise all or any of the powers which it may exercise if 
 the company is being wound up by the Court,(s) it has, 
 upon such application, power to restrain any proceedings 
 after the commencement of the winding-up. 
 
 Winding-up An order for winding-up operates as a notice of dis- 
 as a^oTicTof 8 charge to all persons in the employment of the corn- 
 discharge. pany,() unless the business of the company is continued 
 after the winding-up order \(u) and the appointment of a 
 receiver and manager in a debenture-holder's action has 
 the same effect, (x) The order will operate as a notice of 
 discharge, even although the liquidator employs the ser- 
 vants in analogous duties, with a view to reconstruction 
 but without continuing the business.(y) 
 
 (p) See 46 & 47 Viet. c. 52, a. 46. 
 
 (q) In re Withernsea Brickworks, 16 Ch. D. 337, overruling In re Print- 
 ing and Numerical Registering Co., 8 Ch. D. 535. 
 (r) The Companies Act, 1862, ss. 148, 151. 
 
 (*) Ibid. s. 138. (t) Chapman's Case, L. E. I Eq. 346. 
 
 (u) Ex p. Harding, L. R. 3 Eq. 341. 
 (x] Reid v. Explosives Co., 19 Q. B. D. 264. 
 (y) In re Oriented Bank Corporation, MacdonaWs Case, 32 Ch. D. 366.
 
 ARRANGEMENTS AND RECONSTRrCTIOX. 135 
 
 The Companies Act, 1862, contains powers for com- Arrangements 
 panies being wound up to make arrangements or compo- ^ ^"P"? 
 sitions with their creditors, but as a more easy and cruditor8 - 
 effectual means has been provided by the Joint Stock 
 Companies Arrangement Act, iS?o,(z) it will only be 
 necessary to refer to the provisions of this last Act, 
 which empowers the Court, where any compromise or 
 arrangement is proposed between a company in the 
 course of being wound up and its creditors, or any class 
 of its creditors (in whatever way the company is beiug 
 wound up), on the application of any creditor or the 
 liquidator, to order that a meeting of such creditors be 
 summoned, in such manner as the Court directs, ajnd_if 
 a majority- in- numbers representing three-fourths in value 
 of the creditors present either in person or by proxy at 
 such meeting, agree to any arrangement or compromise, 
 such arrangement or compromise, if sanctioned by an 
 order of the Court, is binding on all such creditors or class 
 of creditors, and also on the liquidators and contributories 
 of the company. 
 
 One of the most important powers of the liquidators under Liquidators 
 
 ... . * r- j may accept 
 
 a Yoluntejy winding-tip is that of selling the business and shares, AC., as 
 goo^WitTof the company being wound up to another com- * ~Stl l ? 1 
 pany, in consideration of shares, policies, or other like in-, the company, 
 terests. This power is largely resorted to at the present day 
 for the purpose of effecting what are known as " reconstruc- 
 tion" and " amalgamation" schemes. It can only be exer- 
 cised with the sanction of a special resolution of the company 
 being wound up, but the sale, if so sanctioned, is binding 
 on the minority. Any dissentient member may, how- 
 ever, by notice in writing addressed to the liquidators, <humot bo 
 and left at the registered office of the company not later JjS 
 than seven days after the passing of the resolution, re- 1 
 quire the liquidators, at their option, either to abstain | 
 
 (z) 33 & 34 Viet. c. 104, s. 2. "Creditors" include debenture holders 
 and other secured creditors. In re Alabama etc., JtaUtoay Co., 1891, 
 i Ch. 213. 
 
 Jissentiont 
 ihnrvholder
 
 136 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 'from carrying the resolution into effect, or to purchase 
 his interest. (a). The price to be paid for^the interest of 
 the dissentient member may be determined by agreement, 
 or, if no agreement can be come to, by arbitration. (&) 
 
 Reconstruction ' Companies are often reconstructed in order to enable 
 them to extend the objects or powers comprised in 
 their memoranda of association,(c) or to reduce or return 
 capital without the necessity of obtaining the sanction 
 of the Court, but the purpose for which the process is 
 most frequently adopted is that of raising fresh capital 
 where it is anticipated that new shares will not be ade- 
 quately subscribed for. The scheme in such a case' con- 
 sists generally in the formation of a new company, which 
 takes over all the assets of the old company, the purchase 
 price being satisfied by the allotment of shares in the 
 new company for distribution among the old shareholders 
 pro rata. These shares are generally credited with a part 
 only of their nominal amount paid up ; the balance, when 
 called up, provides the company with the requisite fresh 
 capital. A reference to the sections quoted above (which 
 are also applicable to the " amalgamation" of two or 
 more companies) will show in more detail by what formali- 
 ties the transaction must be accompanied, (d) 
 
 Novation. Where the business of one company has been taken 
 
 over by another, a question frequently arises as to the 
 " novation" of contracts ; or, in other words, how far the 
 creditors have agreed to accept the security of the new 
 company for payment of their debts, and to release the 
 old one. A contract, in order to constitute such a re- 
 lease, need not be in writing, but must be tripartite ; the 
 
 (a) The Companies Act, 1862, s. 161. 
 (6) Ibid, s. 162. 
 
 (c) The provisions of the Companies Memorandum of Association Act, 
 1890, will render reconstruction for this purpose much less frequent in future. 
 See ante, p. 31 to 34. 
 
 (d) Reference may also be made to the case of Postlethwaite v. Port Phillip 
 Co., 43 Ch. D. 452, in which a scheme of this kind (the provisions of which 
 are fully set forth in the report) was upheld by the Court notwithstanding 
 objections taken to some of its provisions.
 
 DEBTS AND LIABILITIES. 
 
 creditor, the original debtor, and the new debtor, must all 
 be parties to it, and in each case it is a question of 
 fact whether such agreement has been entered into or , 
 not.(e) 
 
 The Life Assurance Companies Act, 1872, s. 7,(/) what win 
 provides that where a company has transferred its interest, amou " t l * 
 
 * JT * * novntjoii in the 
 
 or been amalgamated with another company, the mere ca " f a We 
 fact that a policy-holder has paid premiums to the new company, 
 company shall not be deemed to be an abandonment of 
 his rights against the old one. To do this, the aban- 
 donment of the old company and acceptance of the 
 liability of the new must be signified by writing, signed 
 by the policy-holder or by his lawfully authorised agent. 
 
 An order for payment will not be made against a bank- 
 rupt contributory, and payment in such case can only be 
 enforced by the Court of Bankruptcy. (#) 
 
 The Court has power, whether a Company is being' Arrest of 
 wound up, by the Court, or subject to supervision, (A) to contributory, 
 arrest a contributory about to abscond. (i) 
 
 All debts payable on a contingency, and all claims Debts 
 against the company, present or future, certain or con- P ro 
 tingent, ascertained or sounding only in damages, are 
 admissible to prove against the company. (&) The rules 
 of bankruptcy with regard to the proof of debts and lia- 
 bilities are by the I oth section of the Judicature Act, 
 1875, made applicable in the winding-up of insolvent 
 companies, and reference may therefore be usefully made 
 to sect. 37 of the Bankruptcy Act, 1883, for a further 
 description of proveable debts. 
 
 The liquidator in a winding-up is entitled to deli WJJyJgj, 
 interrogatories to a person claiming to prove, in the same i nto rrugtorie. 
 way as in an action. (I) 
 
 The rale as to a secured creditor formerly was that 1 
 was entitled to prove for the whole amount due to him at' 
 
 (e) Buckley, 6th ed. p. 372. (/) 35 & 36 Viet. c. 41. 
 
 (g) MitcheWs Case, L. R. 5 Ch. 400. 
 
 (h) The Companies Act, 1862,8. 151. (0 &* * 
 
 (it) Ibid. s. 158. (0 In re Alexandra Palace Co., 16 Cb. V. 58.
 
 138 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 the time of sending in his claim, and not merely, as in 
 bankruptcy, for the balance remaining due after realising 
 or valuing his security. (7) But this rule was altered by 
 the Judicature Act, 1 8.7*5 ,(m) which provides that in the 
 winding-up of a company the same rules shall be observed, 
 as to the rights of secured and unsecured creditors, as 
 may be in force, for the time being under the law of 
 bankruptcy, with respect to the estates of persons adjudi- 
 cated bankrupt. 
 
 This section was the subject of many conflicting deci- 
 sions, and the question who are or are not secured creditors 
 can hardly be considered to be settled. The case of an 
 execution creditor has, as already pointed out,(%) been 
 held not to come within the section, and the preferential 
 right of the Crown to payment in priority to all other 
 creditors remains unaffected by the enactment.(o) Again, 
 the bankruptcy rule as to reputed ownership is not im- 
 ported into the winding-up of companies, (p) 
 
 The question as to the priority of rates, taxes, and 
 servants' wages, which was for some time doubtful, was 
 set at rest by the Companies Act, 18835(2) now 
 Preferential repealed, but practically re-enacted by the Preferential 
 Payments in Bankruptcy Act, i 88 8. (r) Under this Act the 
 following debts rank equally between themselves, and 
 are paid in full, umess the assets .oi' the company are 
 insufficient to meet them, in which case they abate in 
 equal proportions between themselves :(s) 
 
 (a) All parochial or other local rates due from the 
 company at the commencement of the winding- 
 up, and having become due and payable 
 within twelve months next before that time, 
 
 (1) Buckley on the Companies Acts, 6th ed. p. 366. 
 (m) 38 & 39 Viet. c. 77, s. 10. (w) Ante, p. 134. 
 
 (o) Oriental Bank Corporation, 28 Ch. D. 643. 
 
 (p) Gorringe v. IrweU India Rubber and Gutta Perclia Works, 34 Ch. 
 D. 128. See also Colonial Bank v. Whinney, n App. Cas. 426. 
 (q) 46 &47 Viet. c. 28. (r) 51 & 52 Viet. c. 62. 
 
 () 51 & 52 Viet. c. 62, s. i, ss. 2.
 
 PKEFERENTIAL CLAIMS. 
 
 and all assessed taxes, land tax, property or 
 income tax assessed on the company up to the 
 5th day of April next before the commence- 
 ment of the winding-up, and not exceeding 
 in the whole one year's assessment : 
 
 (Z>) All wages or salary of any clerk or servant in 
 respect of services rendered to the company 
 during four months before the commencement 
 of the winding-up, not exceeding 50; and, 
 
 (c) All wages of any labourer or workman, not exceed- 
 ing 2 5 , whether payable for time or piece- 
 workln respect of services rendered to the 
 company during two months before the com- 
 mencement of the winding-up : Provided that 
 where any labourer in husbandry has entered 
 into a contract for the payment of a portion of 
 his wages in a lump sum at the end of the year 
 of hiring, he shall Save priority in respect of 
 the whole of such sum, or a part thereof, as 
 the Court may decide to b"e due under the con- 
 tract, proportionate to the time of service, up 
 to the commencement of the winding-up. 
 
 Subject to the retention of such sums as may be 
 necessary for the costs of the winding-up, the debts above 
 mentioned are to be discharged forthwith BO far as the 
 assets of the company are sufficient to meet them.(0 
 
 In the event of a landlord or other person distraining 
 or having distrained on any goods or effects of a company 
 being wound up within three months next before the 
 date of the winding-up order, the above-mentioned debts 
 are a first charge on the goods or effects distrained on or 
 the proceeds of sale if they have been sold. 
 
 The landlord or other person paying money in respect 
 of such charge has the same right of priority as the 
 person to whom such payment is made.(w) 
 
 (f) 51 & 52 Viet. c. 62, s. i. sb. 3. 
 (u) Ibid. as. 4.
 
 I4O WINDING-UP OF JOINT STOCK COMPANIES. 
 
 In a case decided since the Act of 1883 it was held 
 that the provisions of sect. 4 of the Act applied to a 
 winding-up commenced before the Act came into opera- 
 tion, and that the servant was entitled to payment of the 
 wages specified by the Act, but the payment was not to 
 disturb the past dividends, (a?) 
 
 Charge of Under the Stannaries Act, iS8y,(y) miners (which 
 
 thTstennaries ^ erm includes all artisans, labourers, and other persons 
 working in and about a mine, except the purser, secretary, 
 agent, or manager) have a first charge upon all mining 
 effects in and about a mine in the Stannaries, and also 
 upon all moneys in the courthouse, or in charge of the 
 purser, agent, or secretary, or other person, on behalf of 
 the company, or at the credit of the company at its 
 bankers, and upon all other assets whatever of the 
 company in respect of the mine ; the charge is for 
 wages in relation to the mine not exceeding three months' 
 wages for each person. This charge has priority over all 
 claims for rent, royalties, dues, or otherwise, by the lessors 
 of the mine, or by mortgagees or judgment, execution or 
 other creditors of the company. (2) 
 
 Extraordinary Under sect. 1 1 5 of the Companies Act, 1862, extra - 
 Court to ordinary powers are given to the Court to summon before 
 
 btain information from persons suspected to have 
 property of a O r to be able to give information about the property of 
 
 company. . . . o.r 
 
 the company, .rower is given by that section to the 
 Court, after it has made a winding-up order, to summon 
 before it any officer of the company, or any person known 
 or suspected to have in his possession any of the estate or 
 effects of the company, or supposed to be indebted to the 
 company, or any person whom the Court may deem 
 capable of giving information concerning the trade, 
 dealings, estate, or effects of the company. Such officer 
 
 (x) Anglo-French Co-operative Society, Limited, 50 L. T. R. 754. 
 
 (y) 5 & 5 1 y ict. c. 43. 
 
 (z) Jbid, R. 4. The Act also contains (as. 5, 7, and n) provisions for 
 securing prompt payment of wages to " miners," and for securing to them the 
 benefit of their charge.
 
 EXTRAORDINARY POWERS. 
 
 141 
 
 or person may be required to produce any books, papers, 
 deeds, writings, or other documents in his custody or 
 power relating to the company. Any person properly 
 summoned and not appearing may be apprehended. 
 
 Under sec. I o of the Companies (Winding-up) Act, Power of 
 l890,(a) the Court has still further powers. By that ^ 8 to 
 section, where in the course of a winding-up of a company daiua '* e8 - 
 it appears that any person who has taken part in the delinquent 
 
 f , . r. directors, 
 
 ionnation or promotion of a company, or any past or officers, and 
 present director, manager, liquidator, or other officer of 1>ro 
 the company, has misapplied or retained or become 
 liable or accountable for any moneys or property of the 
 company, or been guilty of any misfeasance or breach 
 of trust in relation to the company, the Court may, on 
 the application of the official receiver, or of the 
 Uquidator of the company, or of any creditor or con- 
 tributory of the company, examine into the conduct of 
 such promoter, director, manager, liquidator, or other 
 officer of the company, and compel him to repay any 
 moneys or restore any property so misapplied, or retained, 
 or for which he has become liable or accountable, together 
 with interest after such rate as the Court thinks fit, or to 
 contribute such sums of money to the assets of the 
 company by way of compensation in respect of snch mis- 
 application, retainer, misfeasance, or breach of trust, as 
 the Court thinks just. 
 
 The Court has this power in any winding-up, whether 
 compulsory, under supervision, or voluntary, and whenever 
 such winding-up has commenced, and notwithstanding 
 that the offence is one for which the offender may be 
 criminally responsible.(&) 
 
 Applications under this section, in any Court other AppUcMkB* 
 than the High Court, are to be by motion to the Court. 
 In the High Court the applications follow the practice 
 
 (a) 53 & 54 Vi ct - c - 6 3- Sec - IO **-***.<& in a more extended form sec. 
 165 of the Companies Act, 1862. Sec 165 of the Companies Act, 1862, 
 is repealed by sec. 31 of the Companies (Winding-up) Act, 1890. 
 
 (6) The Companies Act, 1890, a. 10.
 
 142 WINDING-UP OF JOINT STOCK COMPANIES. 
 
 adopted under sect. 165 of the Companies Act of 1862 ; 
 i.e., a summons or motion can be made in the winding-up 
 against the person sought to be made liable, or an action 
 brought against him by the liquidator, according to the 
 circumstances of the case.(c) 
 
 Notice of Where the application is by motion, eight days' notice 
 
 must be given, and a copy of every report and affidavit 
 intended to be used in support of the motion must be 
 served four days before the h earing. (d) 
 
 Difference The chief difference between this section and sect. 165. 
 
 joSre- 60 ' tne Companies Act, 1862, which is repealed, is that 
 
 pealed section ^he present section includes promoters. 
 
 of Act of 1862. piJT . 
 
 Powers not The powers given by the above section are given 
 
 euforcTprivate f r * ne more beneficial winding-up of the company, 
 rights. an( j are no t t o IJQ US ed merely to give a plaintiff, in 
 
 an action to enforce his individual right, undue means of 
 
 disco very, (e) 
 Liquidator a Jt appears from recent decisions that a winding-up 
 
 trustee for all // . . ' 
 
 the creditors. // order constitutes the liquidator a trustee for the creditors^ 
 !/ so as to prevent the Statute of Limitations from barring 
 
 their debts. (/) 
 Assignee of a The assignee of any chose in action belonging to the 
 
 chose in action. , . -i < n , , 
 
 company may bring or defend any action or suit relating 
 to such chose in action in his own name.(^) 
 
 Fraudulent Any act relating to property which would, if done by 
 
 preference. or a g a j[ ns t anv individual trader, be deemed, in the event 
 of his bankruptcy, to have been done by way of undue 
 or fraudulent preference of the creditors of such trader, 
 is, if made or done by or against any company, deemed, 
 in the event of the company being wound up, to be done 
 by way of undue or fraudulent preference of the creditors 
 of the company, and is invalid accordingly ; and for this 
 
 (c) Rules of 1890, Rule 78. (d) Ibid. Rule 79. 
 
 (e) In re Imperial Continental Water Corporation, 33 Ch. D. 314. See. 
 also, In re London and Lancashire Paper Mills Co., W. N. 1888, 63 ; 59 . 
 L. T. 562. 
 
 (/) Buckley, 6th ed. p. 271. 
 
 (g) The Companies Act, 1862, s. 157.
 
 FRAUDULENT PREFERENCE. 143 
 
 purpose, the presentation of the petition, in the case of a 
 company being wound up by or subject to the supervision 
 of the Court, and a resolution for winding-up the company 
 in the case of a voluntary winding-up, are deemed to 
 correspond with the act of bankruptcy in the case of an 
 individual trader ; and any conveyance or assignment 
 made by any company of all its estate and rtt'.rts t 
 trustees for the benefit of all its creditors is void to all 
 intents.(^) 
 
 The Court can compel any past or present director, r>< linquent 
 
 ,. ., , of v i i -ii. directors aud 
 
 liquidator, or officer of a company who has been guilty officers, 
 of any misfeasance or breach of trust (notwithstanding 
 that the offence is one for which the offender is criminally 
 responsible), to repay any monies misapplied or retained 
 by him, together with interest, or to contribute such sums 
 to the assets of the company as the Court thinks fit.(t') 
 In addition to this, any director, officer, or contributory N 
 who destroys, mutilates, alters, or falsifies, or makes or 
 is privy to any false or fraudulent entry in, any register 
 or other document, with intent to defraud or deceive any 
 person, is guilty of a misdemeanour, and is liable upon 
 conviction to imprisonment for any term not exceeding i 
 two years, with or without hard labour. (A;) The prosecu- 
 tion must be directed by the Court,(7) and the application/ 
 for such direction must be made by petition.(m) 
 
 The Court has jurisdiction, by placing restrictions on a 
 voluntary liquidator, QT by dispensing with restrictions on 
 an official liquidator, almost to turn a winding-up under 
 supervision into a winding-up by the Court and vice versd.(ii) 
 
 (*) The Companies Act, 1862,8. 164; and see bereon, WiUmott r. Tendon 
 Celluloid Co., 34 Ch. D. 147. 
 
 (i) Ibid. 
 
 (k) The Companies Act, 1862, s. 166. As to punishment of fraudulen 
 directors, see 24 & 25 Viet. c. 96, . 81-84- Frauds by director, un.ler that 
 statute are misdemeanours punishable with a maximum penalt 
 penal servitude. 
 
 (I) The Companies Act, 1862, ss. 167, 168. 
 
 (m) Gen. Order, November, 1862, Kule 51. 
 
 (n) In re Watson & Sons, Limited, 1891,2 Ch. 55.
 
 APPENDIX I. 
 COMPANIES (WINDING-UP) ACT, 1890. 
 
 [53 & 54 VICT., CH. 63.] 
 ARRANGEMENT OF SECTIONS. 
 
 SECTION 
 
 1. Jurisdiction to wind up companies. 
 
 2. Conduct of winding-up business in High Court. 
 
 3. Transfer of proceedings. 
 
 4. Provisions as to liquidator. 
 
 5. Power to appoint special manager. 
 
 6. Meeting of creditors. 
 
 7. Statement of company's affairs. 
 
 8. Report on winding-up and proceedings thereupon. 
 
 9. Committee of inspection. 
 
 10. Power of Court to assess damages against delinquent 
 
 directors, officers, and promoters. 
 
 11. Payment of money into Bank of England. 
 
 12. Powers of liquidator. 
 
 13. Delegation to liquidator of certain powers of Court. 
 
 14. Power for official receiver to apply as to voluntary winding- 
 
 up. 
 
 15. Information as to pending liquidations. 
 
 1 6. Investment of surplus funds on general account. 
 
 17. Separate accounts of particular estates. 
 
 3 8. Interests on balances above two thousand pounds. 
 
 K
 
 146 APPENDIX I. 
 
 SECTION 
 
 19. Certain receipts and fees to be applied in aid of ex- 
 
 penditure. 
 
 20. Audit of liquidator's accounts. 
 
 2 1 . Books to be kept by liquidator. 
 
 22. Release of liquidators. 
 
 23. Discretionary powers of liquidator, and control thereof. 
 
 24. Appeal to Court against liquidator. 
 
 25. Control of Board of Trade over liquidators. 
 
 26. General rules and fees. 
 
 27. Officers and remunei-ation. 
 
 28. Annual accounts of receipts and expenditure in respect of 
 
 winding-up proceedings. 
 
 29. Returns by officers. 
 
 30. Proceedings of Board of Trade. 
 
 31. Application of Act. 
 
 32. Interpretation of terms. 
 
 33. Repeal. 
 
 34. Commencement of Act. 
 
 35. Short title. 
 SCHEDULES.
 
 COMPANIES (WIXDING-UP) ACT, 1890. 
 
 / 
 
 . ? 3- 
 
 CHAPTER 63. 
 
 ^Iw -4c to amend the Law relating to the Windinrj-v.p oj 
 
 Companies in England and Wales. 
 
 (i8th August, 1890.) 
 
 BE it enacted by the Queen's most Excellent Majesty, by and 
 with the advice and consent of the Lords Spiritual and Tem- 
 poral, and Commons, in this present Parliament assembled, 
 and by the authority of the same, as follows : 
 
 i. (i) The Courts having jurisdiction to wind up companies Jurisdiction 
 in England and Wales shall be the High Court, the Chancery 
 Courts of the counties palatine of Lancaster and Durham, the 
 County Courts, and the Stannaries Court. 
 
 (2) Where the amount of the capital of a company paid up, 
 or credited as paid up, exceeds ten thousand pounds, a petition 
 to wind up the company, or to continue the winding-up of the 
 company under the supervision of the Court, shall be presented 
 to the High Court, or, in the case of a company situate within 
 the jurisdiction of either of the Palatine Courts aforesaid, either 
 to the High Court or to the Palatine Court having jurisdiction. 
 
 (3) Where the amount of the capital of a company paid up, 
 or credited as paid up, does not exceed ten thousand pounds, 
 and the registered office of the company is situated within the 
 jurisdiction of a County Court having jurisdiction under this 
 Act, a petition to wind up the company or to continue the 
 winding-up of the company under the supervision of the Court 
 shall be presented to that County Court. 
 
 (4) Provided that where a company is formed for working 
 mines within the Stannaries, and is not shown to be actually 
 working mines beyond the limits of the Stannaries, or to be 
 engaged in any other undertaking beyond those limits, or to 
 have entered into a contract for such working or undertaking, 
 a petition to wind up the company or to continue the winding- 
 up of the company under the supervision of the Court, shall be
 
 148 
 
 Conduct of 
 winding-up 
 business in 
 High Court, 
 36 & 37 Viet. 
 c. 66. 
 
 Transfer of 
 proceedings. 
 
 APPENDIX I. 
 
 presented to the Stannaries Court, whatever may be the 
 amount of the capital of the company, and wherever the 
 registered office of the company is situate. 
 
 (5) The Lord Chancellor may by order exclude a County 
 Court from having jurisdiction under this Act, and for the 
 purposes of such jurisdiction may attach its district, or any 
 part thereof, to the High Court or to any other County Court, 
 and may revoke or vary any such order. In exercising his 
 powers under this section the Lord Chancellor shall provide 
 that a County Court shall not have jurisdiction under this 
 Act unless it has for the time being jurisdiction in bank- 
 ruptcy. 
 
 (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 prescribed officer 
 of the Court shall perform any duties which an officer of the 
 High Court may discharge by order of the judge thereof, or 
 otherwise in relation to the winding-up of a company. 
 
 (7) Nothing in this section shall invalidate a proceeding by 
 reason of its being taken in a wrong Court. 
 
 2. Subject to general rules and to orders of transfer made 
 under the authority of the Supreme Court of Judicature Act, 
 1873, and the Acts amending it, the jurisdiction of the High 
 Court under this Act shall, as the Lord Chancellor may from 
 time to time by 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 
 Lord 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. (i) The winding-up of a company, or any proceedings 
 therein, may at any time and at any stage, and either with or 
 without application from any of the parties thereto, be trans- 
 ferred from one Court to another Court, or may be retained in 
 the Court in which the proceedings were commenced, although 
 it may not be the Court in which 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, as regards
 
 COMPANIES (WINDING-UP) ACT, 1890. 149 
 
 any case within the jurisdiction of any other Court, by the 
 judge of that Court. 
 
 (3) If any question arises, in any winding-up proceedings 
 in a County Court or in the Stannaries Court which all the 
 parties to the proceeding, or which 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 for the opinion of the High Court, 
 and thereupon the special case and the proceedings, or such of 
 them as may be required, shall be transmitted to the High 
 Court for the purposes of the determination. 
 
 4. (i) On an order being made by the Court for winding- Provisions 
 up a company the officer hereinafter mentioned shall, by liquidator, 
 virtue of his office, become the provisional liquidator of the 
 company, and shall continue to act as such until he or 
 another person becomes liquidator and is capable of acting as 
 such. 
 
 (2) The said officer shall be the official receiver, if any, 
 attached to the Court for bankruptcy purposes, or, if there is 
 more than one such official receiver, then such one of them as 
 the Board of Trade may appoint, or, if there is no such official 
 receiver, then an officer appointed for the purpose by the 
 Board of Trade. Any such officer shall, for the purpose of 
 his duties under this Act, be styled the official receiver. 
 
 (3) When a person other than the official receiver is ap- 
 pointed liquidator of a company he shall be styled liquidator, 
 and not official liquidator 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 
 " official" were omitted therefrom. Such a person shall not 
 be capable of acting as liquidator until he has notified his 
 appointment to the registrar of joint stock companies and 
 given security in the manner prescribed to the satisfaction of 
 the Board of Trade. He shall give the official receiver such 
 information and such access to and facilities for inspecting tl 
 books and documents of the company, and generally such 
 
 as may be requisite for enabling that officer to perfo 
 duties under this Act. 
 
 (4) If any vacancy occurs in the office of liquidate) 
 company, the official receiver shall, by virtue of his office, b. 
 the liquidator during the vacancy.
 
 APPENDIX I. 
 
 Power to 
 appoint 
 special 
 manager. 
 
 Meeting of 
 creditors. 
 
 (5) The official receiver may be appointed by the Court 
 provisional liquidator of the company at any time after the 
 presentation of 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 the debenture-holders or other creditors of 
 a company, the official receiver may be so appointed. 
 
 5. (i) Where the official receiver becomes the liquidator 
 of a company, whether provisionally or otherwise, he may, if 
 satisfied that the nature of the estate or business of the 
 company, or the interests of the creditors or contributories 
 generally, require the appointment of a special manager of the 
 estate or business of the company other than himself, apply 
 to the Court to, and the Court may on such application, ap- 
 point 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 by the 
 Court. 
 
 (2) The special manager shall give such security and account 
 in such manner as the Board of Trade direct. 
 
 (3) The special manager shall receive such remuneration as 
 may be fixed by the Court, 
 
 6. (i) When the Court has made an order for winding-up 
 a company, the official receiver shall summon separate meet- 
 ings of the creditors and contributories of the company for 
 the purpose of 
 
 (a) determining whether or not an application is to be 
 made to the Court for appointing a liquidator in 
 the place of the official receiver ; and 
 
 (6) determining whether or not an application is to be 
 made to the Court for the appointment of a com- 
 mittee of inspection to act with the liquidator, 
 and who are to be members of such committee if 
 appointed. 
 
 The Court may make any appointment and order re- 
 quired to give effect to any such determination, and if there 
 is a difference between the determinations of the meetings of 
 the creditors and contributories in respect of any of the 
 matters mentioned in the foregoing provisions, the Court shall
 
 COMPANIES (WINDING-UP) ACT, 1 890. 15 
 
 decide the difference, and make such order theron as the 
 Court may think 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. 
 
 (3) In case a liquidator is not appointed by the Court, the 
 official receiver shall be the liquidator of the company. 
 
 7. (i) Where the Court has made an order for winding- up Statement of 
 a company, there shall be made out and submitted to the ^ 
 official receiver a statement as to the affairs 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 require. 
 
 (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 time 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 com- 
 pany 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 extended time as 
 the official receiver or the Court may for special reasons 
 appoint. 
 
 (4) Any person making, or concurring in making, the state- 
 ment or affidavit required by this section, shall be allowed, and 
 shall be paid by the official receiver, out of the assets of the 
 company, such costs and expenses incurred in and about the 
 preparation and making of such statement and affidavit as 
 the official receiver may consider reasonable, subject to an 
 appeal to the Court. 
 
 (5) If any person, without reasonable excuse, makes defaul 
 in complying with the requirements of this 4 section, he shall
 
 152 
 
 APPENDIX I. 
 
 Report on 
 winding-up 
 and pro- 
 ceedings 
 thereupon. 
 
 be liable to a fine not exceeding ten p6unds for every day 
 during which the default continues. 
 
 (6) Any person stating himself in writing to be a creditor 
 or contributory of the company shall be entitled by himself or 
 by his agent, at all reasonable times, on payment of the pre- 
 scribed fee, to inspect the statement submitted in pursuance 
 of this section, and to a copy 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 application of the liqui- 
 dator or of the official receiver. 
 
 8. (i) When the Court has made an order for winding-up 
 a company, the official receiver shall, as soon as practicable 
 after receipt of the statement of the company's affairs, submit 
 a preliminary report to the Court 
 
 (a) as to the amount of capital issued, subscribed, and 
 paid up, and the estimated amount of assets and 
 liabilities; and 
 
 (6) if the company has failed, as to the causes of the 
 failure ; and 
 
 (c) whether in his opinion further inquiry is desirable as 
 to any matter relating to the promotion, formation, 
 or failure of the company, or the conduct of the 
 business thereof. 
 
 (2) The official receiver may also, if he thinks fit, make a 
 further report, or further reports, stating the manner in 
 which the company was formed, and whether in his opinion 
 any fraud has been committed by any person in the promo- 
 tion or formation of the company or by any director or other 
 officer of the company in relation to the company since the 
 formation thereof, and any other matters which in his opinion 
 it is desirable to bring to the notice of the Court. 
 
 (3) The Court may, after consideration of any such report, 
 direct that any person who has taken any part in the promotion 
 or formation of the company, or has been a director or officer 
 of the company, shall attend before the Court on a day 
 appointed by the Court for that purpose, and be publicly 
 examined 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.
 
 COMPANIES (WIXDIXG-UP) ACT, 1 890. 
 
 (4) The official receiver shall take part in the examination, 
 and for that purpose may, if specially authorised by the 
 Board of Trade in that behalf, employ a solicitor, with or with- 
 out counsel. 
 
 (5) The liquidator where the official liquidator is not the 
 liquidator, and any creditor or contributory of the company, 
 may also take part in the examination, either personally or by 
 solicitor or counsel. 
 
 (6) The Coxirt may put such questions to the person ex- 
 amined as to the Court may seem expedient. 
 
 (7) The person examined shall be examined on oath, and it 
 shall be his duty to answer all such questions as the Court 
 may put or allow to be put to him. The person shall at liis 
 own cost, prior to such examination, be furnished with a copy 
 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 fit. 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. 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 examina- 
 tion from time to time. 
 
 (9) A public examination under 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 c 
 the High Court named for the purpose by the Lord < 
 cellor, or in the case of companies being wound up by a I 
 tine Court, before a registrar of that Court, and the powers . 
 the Court under sub-sections six, seven, and eight of 
 section may (except as to costs) be exercised by the per 
 before whom the examination is held.
 
 154 APPENDIX I. 
 
 Committee 9. (i) A committee of inspection appointed in pursuance 
 
 >f inspection. Q ^-g j^ Q ^. s ^ a ^ consist of persons being creditors or contri- 
 butories of the company or persons holding general powers of 
 attorney from such persons in such proportions as may be 
 agreed on by the meetings of creditors and contributories, or 
 as, in case of difference, may be determined by the Court. 
 
 (2) The committee of inspection shall meet at such times as 
 they from time to time appoint, and, failing such appointment, 
 at least once a month ; and the liquidator or any member of 
 the committee may also call a meeting of the committee as and 
 when he thinks necessary. 
 
 (3) The 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 office by 
 notice in writing signed by him, and delivered to the 
 liquidator. 
 
 (5) If a member of the committee becomes bankrupt, or 
 compounds or arranges with his creditors, or is absent from 
 five consecutive meetings of the committee without the leave 
 of those members of the committee who together with himself 
 represent the creditors or contributories as the case may be, 
 his office 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 
 representing 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 office of a member of the 
 committee, the liquidator shall forthwith summon a meeting 
 of creditors or of contributories, as the case may require, for 
 the purpose of filling the vacancy, and the meeting may by 
 resolution re-appoint the same, or appoint another creditor or 
 contributory to fill the vacancy. 
 
 (8) The continuing members of the committee, provided 
 there be not less than two such continuing members, may act 
 notwithstanding any vacancy in their body. 
 
 (9) If there be no committee of inspection, any act or thing, 
 or any direction or permission by this Act authorised or
 
 COMPANIES (\VIXDIXG-UP) ACT, 1890. 155 
 
 required to be done or given by the committee, may be done 
 or given by the Board of Trade on the application of the 
 liquidator. 
 
 10. (i) Where in the course of the winding-up of a Power of 
 company under the Companies Acts it appears that any person n8 'g" 
 
 who has taken part in the formation or promotion of the com- damages 
 
 . ,. T i , acrainst 
 
 pany, or any past or present director, manager, liquidator, or delinquent 
 
 other officer of the company, has misapplied or retained or directors, 
 
 , officers, aud 
 
 become liable or accountable for any moneys or property of promoters. 
 
 the company, or been guilty of any misfeasance or breach of 
 trust in relation to the company, the Court may, on the appli- 
 cation of the official receiver, or of the liquidator of the 
 company, or of any creditor or contributory of the company, 
 examine into the conduct of such promoter, director, manager, 
 liquidator, or other officer of the company, and compel him to 
 repay any moneys or restore any property so misapplied or 
 retained, or for which he has become liable or accountable, 
 together with interest after such rate as the Court thinks just, 
 or to contribute such sums of money to the assets of the com- 
 pany by way of compensation in respect of such misapplica- 
 tion, retainer, misfeasance, or breach of trust as the Court 
 thinks just. 
 
 (2) The provisions of this section shall apply in the winding- 
 up of any company under the Companies Acts, whether the 
 same is being wound up by or subject to the supervision of 
 the Court, or is being wound up voluntarily, and whether the 
 winding-up commenced before or after the passing of this 
 Act, and notwithstanding that the offence is one for which the 
 offender may be criminally responsible. 
 
 11. (i) An account, called the Companies Liquidation 
 Account, shall be kept by the Board of Trade with the Bank 
 of England, and aU moneys received by the Board of ' 
 
 in respect of proceedings under this Act shall be paid to that 
 
 account. 
 
 (2) Every liquidator of a company which is being wound up 
 by order of the 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 the Companies 
 Liquidation Account at the Bank of England, and the 1 
 of Trade shall furnish him with a certificate of receipt 
 money so paid.
 
 156 
 
 APPENDIX I. 
 
 Powers of 
 liquidator. 
 
 25 & 26 Viet. 
 c. 89. 
 
 (3) Provided that, if the committee of inspection satisfy the 1 
 Board of Trade that for the purpose of carrying on the 
 business of the company, or of obtaining advances, or for any 
 other reason, it is for the advantage of the creditors or con- 
 tributories that the liquidator should have an account with 
 any other bank, the Board of Trade shall, on the application 
 of the committee of inspection, authorise the liquidator to 
 make his payments into and out of such other bank as the 
 committee may select, and thereupon those payments shall be 
 made in the prescribed manner. 
 
 (4) If any such liquidator at any time retains for more than 
 ten days a sum exceeding fifty pounds, or such other amount 
 as the Board of Trade in any particular case authorise him to 
 retain, then, unless he explains the retention to the satisfac- 
 tion 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. 
 
 (5) All payments out of money standing to the credit of the 
 Board of Trade in the Companies Liquidation Account shall be 
 made by the Bank of England in the prescribed manner. 
 
 (6) No liquidator of a company which is being wound up by 
 order of the Court shall pay any sums received by him as 
 liquidator into his private banking account. 
 
 12. (i) The liquidator of a company which is being wound 
 up by the Court may, with the sanction either of the Court or 
 of the committee of inspection, carry on the business of the 
 company, or bring or defend any legal proceeding in the 
 name and on behalf of the company, or exercise any of the 
 powers conferred by section one hundred and fifty- nine or 
 section one hundred and sixty of the Companies Act, 1862. 
 
 (2) The liquidator of any such company may, without the 
 sanction of the Court or of the committee of inspection, exer- 
 cise any of the other powers conferred on the liquidator 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 Courtj 
 and any creditor or contributory may apply to the Court with
 
 COMPANIES (WINDING-UI') ACT, 1 890. 157 
 
 respect to any exercise or proposed exercise of any of those 
 powers. 
 
 (4) The liquidator of a company 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 
 or other agent to take any proceedings or do any business 
 which the liquidator is unable to take or do himself. The 
 sanction aforesaid must be a sanction obtained before the 
 employment, except in cases of urgency, and in such cases it 
 must be shown that no undue delay took place in obtaining 
 the sanction. 
 
 13. General rules may be made for requiring or enabling all Delegation 
 or any of the powers and duties conferred and imposed on the O f ^Jain 
 
 Court by sections ninety-one, ninety-eight, ninety-nine, one powers of 
 hundred, one hundred and two, and one hundred and seven of 
 the Companies Act, 1862, to be exercised or performed by the 
 liquidator as an officer of the Court, and subject to the control 
 of the Court. 
 
 Provided that the liquidator shall not, without the special 
 leave of the Court, rectify the register of members, and shall 
 not make any call without either the special leave of the 
 Court or the sanction of the committee of inspection. 
 
 14. Where a company is being wound up voluntarily orJ'ower 
 subject to the supervision of the Court, the official receiver r^ye 
 attached to the Court having jurisdiction to wind up the Pjjj^ 
 company may present a petition that the company be wound winding-up. 
 up by the Court, and thereupon, if the Court is satisfied that 
 
 the voluntary winding-up or winding-up subject to super- 
 vision cannot be continued with due regard to the interests of 
 the creditors or contributories, it may make an order that the 
 company be wound up by the Court. 
 
 15. (i) If the winding-up of a company is not concluded 
 within one year after its commencement, the liquidator of the i 
 
 -company shall, at such intervals as may be prescribed, until t> 
 the winding-up is concluded, send to the registrar of joint 
 stock companies a statement in the prescribed form and cor 
 taining the prescribed particulars with respect to the prc 
 ceedings in and position of the liquidation. Any pers 
 stating himself in writing to be a creditor or contributory o 
 the company shall be entitled, by himself or by his agent, at 
 all reasonable times, on payment of the prescribed fee, t
 
 158 
 
 APPENDIX I. 
 
 Investment 
 of surplus 
 funds on 
 general 
 account. 
 
 inspect the statement submitted in pursuance of this section, 
 and to a copy 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 application of the liquidator or of the 
 official receiver. 
 
 (2) If a liquidator makes a default in complying with the 
 requirements of this section, he shall be liable to a fine not 
 exceeding fifty pounds for each day during which the default 
 continues. 
 
 (3) If it appears from any such statement or otherwise that 
 any liquidator of a company has in his hands or under his 
 control any money representing unclaimed or undistributed 
 assets of the company which have remained unclaimed or un- 
 distributed for six months after the date of their receipt, the 
 liquidator shall forthwith pay the same to the Companies 
 Liquidation Account at the Bank of England. Every such 
 liquidator shall be entitled to the prescribed certificate of 
 receipt for the moneys so paid, and that certificate shall be an 
 effectual discharge to him in respect thereof. 
 
 (4) For the purpose of ascertaining and getting in any 
 money payable into the Bank of England in pursuance of this 
 section, the like powers may be exercised, and by the like 
 authority, as are exercisable under section one hundred and sixty- 
 two of the Bankruptcy Act, 1883, for the purpose of ascertaining 
 and getting in the sums, funds, and dividends referred to in 
 that section. 
 
 (5) Any person claiming to be entitled to any money paid 
 into the bank of England in pursuance of this section may 
 apply to the Board of Trade for payment of the same, and the 
 Board of Trade may, on a certificate by the liquidator that the 
 person claiming is entitled, make an order for the payment to 
 that person of the sum clue. Any person dissatisfied with the 
 decision of the Board of Trade in respect of any claim made in 
 pursuance of this section may appeal to the High Court. 
 
 (6) This section shall apply whether the winding-up of the 
 company has commenced before or after the commencement of 
 this Act. 
 
 1 6. (1) Whenever the cash balance standing to the credit 
 of the Companies Liquidation Account is in excess of the 
 amount which in the opinion of the Board of Trade is required
 
 COMPANIES (WINDIXG-UP) ACT, 1890. 159 
 
 for the time being to answer demands in respect of companies' 
 estates, the Boai'd of Trade shall notify the same to the 
 Treasury, and shall pay over the same, or any part thereof, as 
 the Treasury 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 
 placed 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, required to answer any demands 
 in respect of companies' estates, the Board of Trade shall notify 
 to the Treasury the amount so required, and the Treasury shall 
 thereupon repay to the Board of Trade such sum as may be 
 required to the credit of the Companies Liquidation Account, 
 and for that purpose may direct the sale of such part of the 
 said securities as may be necessary. 
 
 (3) The dividends on the investments under this section shall 
 be paid to such account as the Treasury may direct, and regard 
 shall be had to the amount thus derived in fixing the fees 
 payable in respect of proceedings in the winding-upof companies. 
 
 17. (i) An account shall be kept by the Board of Trade J 
 of the receipts and payments in the winding-up of each com- 
 pany, and when the cash balance standing to the credit of the e " 
 account of any company is in excess of the amount which, in 
 the opinion of the committee of inspection, is required for the 
 time beingtoanswerdemands in respectof thatcompany's estate, 
 the Board of Trade shall, on the request of the committee, 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, u 
 opinion of the committee of inspection, required to answer any 
 demands in respect of the estate of the company of the ass< 
 which the money so invested formed part, the Board of 1 
 shall, on the request of the committee, raise such sum * 
 be required by the sale of such part of the said 
 may be necessary. 
 
 (?) The dividends on the investments made under 1 
 tion shall be paid to the credit of the company of the ass. 
 which the money so invested formed part. 
 
 18 When the balance at the credit of any compai 
 account in the hands of the Board of Trade exceeds two
 
 6o 
 
 APPENDIX I, 
 
 Interests ou 
 balances 
 ^above two 
 thousand 
 pounds. 
 
 Certain 
 receipts and 
 fees to be 
 applied in 
 aid of ex- 
 penditure. 
 
 Audit of 
 liquidator's 
 accounts. 
 
 Books to be 
 kept by 
 liquidator. 
 
 thousands pounds, and the liquidator gives notice to the Board 
 of Trade that the excess is not required for the purposes of 
 the liquidation, then such company shall be entitled to 
 interest upon such excess at the rate of two per centum per 
 annum. 
 
 1 9. 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 investments 
 by the Treasury under this Act, any sums which may be 
 necessary to meet the charges estimated by the Board of Trade 
 in respect of salaries and expenses under this Act. 
 
 20. (i) Every liquidator 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 of his receipts and payments as such liquidator. 
 
 (2) The account shall be in a prescribed form, shall be made 
 in duplicate, and shall be verified by a statutory declaration in 
 the prescribed form. 
 
 (3) The Board of Trade shall cause the accounts so sent to 
 be audited, and for the purpose of the audit the liquidator shall 
 furnish the Board with such vouchers and information as the 
 Board may require, and the Board may at any time require 
 the production of and inspect any books or accounts kept by 
 the liquidator. 
 
 (4) When any such account has been audited, one copy 
 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 contri- 
 butory. 
 
 21. Every liquidator of a company which is being wound 
 up by order of the Court shall keep, in manner prescribed, 
 proper books, in which he shall from time to time cause to be 
 made entries or minutes of proceedings at meetings, and of 
 such other matters as may be prescribed, and any creditor or 
 contributory of the company may, subject to the control of the 
 Court, personally or by his agent, inspect any such books. 
 
 22. (i) When the liquidator of a company which is being
 
 COMPANIES (WIXDING-UP) ACT, 1890. 
 
 wound up by order of the Court has realised all the property of R-l.-nse of 
 the company, or so much thereof as can, in his opinion, be h 'i" ulators ' 
 realised without needlessly protracting the liquidation, and 
 distributed a final dividend, if any, to the creditors, and 
 adjusted the rights of the contributories between themselves, 
 and made a final return, if any, to the contributories, or has 
 resigned, or has been removed from his office, the Board of 
 Trade shall, on his application, 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 which may be urged by any creditor, or contributory, 
 or person interested, against the release of the liquidator, and 
 shall either grant or withhold the release accordingly, subject 
 nevertheless to an appeal to the High Court. 
 
 (2) Where the release of a liquidator is withheld the Court 
 may, on the application of any creditor, or contributory, or 
 person interested, make such order as it thinks just, charging 
 the liquidator with the consequences of any act or default he 
 may have done or made contrary to his duty. 
 
 (3) An order 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 administration of the affairs of 
 the company, or otherwise in relation to his conduct us liqui- 
 dator, but any 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 liquidator has not previously resigned or 
 been removed, his release shall operate as a removal of him 
 from his office. 
 
 23. (i) Subject to the provisions of the Companies Acts, pir.cn-- 
 the liquidator of a company which is being wound up by order, jjjjg ^ 
 of the Court shall, in the administration of the property o the M 
 company, and in the distribution thereof amongst its credi re, thl , reof 
 have regard to any directions that may be given by 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 
 of conflict be deemed to override any directions giver 
 committee of inspection. 
 
 (2) The liquidator may from time to time summon get 
 meetings of the creditors* or contributories for the purpose (
 
 162 
 
 APPENDIX I. 
 
 Appeal to 
 Court against 
 liquidator. 
 
 Control of 
 Board of 
 Trade over 
 liquidators. 
 
 General 
 rules and 
 fees. 
 
 ascertaining their wishes, and it shall be his duty to summon 
 meetings at such times as the creditors or contributories, by 
 resolution, either at the meeting appointing the liquidator or 
 otherwise, may direct, or whenever requested in writing to do 
 so by one-tenth in value of the creditors or contributories, as 
 the case may be. 
 
 (3) The liquidator may apply to the Court in manner pre- 
 scribed 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 by any act or decision of the 
 liquidator of a company which is being wound up by order of the 
 Court, he may apply in the Court, and the Court may confirm, 
 reverse, or modify the act or decision complained of, and make 
 such order in the premises as it thinks just. 
 
 25. (i) The Board of Trade shall take cognisance of the 
 conduct of liquidators of companies which are being wound up 
 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 other- 
 wise, 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 
 inquire 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 liquidator is engaged, and may, if the Board 
 think fit, apply to the Court to examine on oath the liquidator 
 or any other person concerning the winding-up. 
 
 (3) The 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. 
 
 26. (i) The Lord Chancellor may, with the concurrence 
 of the President of the Board of Trade, make general rules for 
 carrying into effect the objects of this Act. 
 
 (2) All general rules made under the foregoing provisions 
 of this section shal be laid before Parliament within three
 
 COMPANIES (WIXDIXG-UP) ACT, 1890. 163 
 
 weeks after they are made, if Parliament is then sitting, and 
 if Parliament is not sitting, within 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) There shall be paid in respeet of the proceedings under 
 this Act such fees as the Lord Chancellor may, with the sanc- 
 tion of the Treasury, direct, and the Treasury 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 paid. 
 
 (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 rules for regulating the practice or procedure in the 
 Chancery Court of the County Palatine of Lancaster, but as so 
 adopted shall have effect with the substitution of the words 
 " vice-chancellor " for the word " judge," and the word " regis- 
 trar " 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 direction as to the remuneration 
 to be allowed to officers in that Court in respect of proceedings 
 under this Act shall be subject to the sanction of the Chancel- 
 lor of the Duchy and County Palatine of Lancaster. 
 
 27. (i) The Board of Trade may, with the approval of the Officers ,-md 
 Treasury, appoint such additional officers as may be required [j^ in< 
 by the Board for the execution of this Act, and may dismiss 
 any person so appointed. 
 
 (2) The Board of Trade, with the concurrence of the 
 Treasury, shall direct whether any and what remuneration is 
 to be allowed to any officer of, or person attached to, the 
 Board of Trade, performing any duties under this Act, and 
 may vary, increase, or diminish such remuneration as they may 
 think fit. 
 
 (3) The Lord Chancellor, with the concurrence of the 
 Treasury, shall direct whether any and what remuneration is to 
 be allowed to any person (other than an officer of the Board of 
 Trade) performing any duties under this Act, and may vary, 
 increase, or diminish such remuneration as he may think fit
 
 164 
 
 APPENDIX I. 
 
 Amiual 
 accounts of 
 receipts and 
 expenditure 
 in respect of 
 windiug-up 
 proceedings. 
 38 & 39 Viet. 
 c. 77- 
 
 Upturns by 
 officers. 
 
 Proceedings 
 of Board of 
 Trade. 
 
 Application 
 of Act 
 
 28. (i) The Treasury shall annually cause to be prepared 
 and laid before both Houses of Parliament an account for the 
 year ending with the thirty-first day of March, showing the 
 receipts and expenditure during that year in respect of pro- 
 ceedings under this Act, whether commenced under this or 
 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 reqxured by that sec- 
 tion. 
 
 (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 Trade shall make such returns and give such in- 
 formation as the Treasury direct. 
 
 29. (i) The officers of the Courts acting in the winding-up 
 of companies shall make to the Board 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 
 from such returns the Board of Trade shall cause books to be 
 prepared which shall, under the regulations of the Board, be 
 open for public 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 
 be prepared and laid before both Houses of Parliament. 
 
 30. (i) All documents purporting to be orders or certifi- 
 cates made or issued by the Board of Trade, 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. 
 
 31. (T) This Act shall not, except where it is expressed to 
 have a more extended application, 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
 
 COMPANIES (WINDING-IT) ACT, 1890. 165 
 
 is to continue a winding-up under the supervision of the 
 Court. 
 
 (3) This Act shall not apply to any company unless the 
 registered office of the company is situate in England or 
 Wates. 
 
 32. (i) In this Act, unless the context otherwise requires, luterpreta- 
 
 ,, rpi rt , . , tion of terms. 
 
 " Ihe Companies Acts means the Companies Act, 1862, 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 25 & 26 Viet. 
 Act, the expression " the Court," when used in relation to a C ' 
 company shall, unless the contrary intention appears, mean 
 
 the Court having jurisdiction under this Act to wind 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 iii pursuance of 
 section 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 this Repeal. 
 Act are hereby repealed, as to England and Wales, to the 
 extent appearing in the third column of that schedule. 
 
 ?4. This Act shall come into operation on the first day of Commence- 
 
 T , , meiit of Act. 
 
 January, one thousand eight hundred and ninety-one. 
 
 35. (i) This Act may be cited as the Companies (Winding- Short title, 
 up) Act, 1890. 
 
 (2) This Act and the Companies Acts, 1862 to 1886, may 
 be cited together as the Companies Acts, 1862 to 1890.
 
 i66 
 
 APPENDIX I. 
 
 SCHEDULES. 
 
 FIRST SCHEDULE. 
 Meetings of Creditor's and Contributories. 
 
 Section 6. (i) The meetings of creditors and contributories shall be 
 
 held within twenty-one days after the date of the wincling-up 
 order, or within such further time as the Court may approve, 
 unless a special manager has been appointed, in which case 
 such meetings shall be held within one month from the date 
 of such order, or within such further time as aforesaid. 
 
 (2) The official receiver of the company shall summon the 
 meeting by giving not less than seven days' notice of the time 
 and place thereof in the London Gazette and in a local paper. 
 Notice of such meeting shall also be sent by the post to every 
 person appearing by the company's books to be a creditor of 
 the company and to every member of the company. 
 
 (3) The official receiver shall also, as soon as practicable, 
 send to each creditor mentioned in the company's statement of 
 affairs, and to each person appearing from the company's 
 books, or otherwise, to be a contributory of the company, a 
 summary of the company's statement of affairs, including the 
 causes of its failure, and any observations thereon which the 
 official receiver may think fit to make ; but the proceedings at 
 any such meeting shall not be invalidated by reason of any sum- 
 mary or notice required by these rules not having been sent 
 or received before the meeting. 
 
 (4) The meeting shall be held at such place as is in the 
 opinion of the official receiver most convenient for the majority 
 of the creditors and contributories. 
 
 (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
 
 SCHEDULES. 
 
 he has duly proved a debt to be due to him from the company, 
 and the proof has been duly lodged before the time appointed 
 for the meeting. 
 
 (7) A creditor shall not vote in respect of any unliquidated 
 or contingent debt, or any debt the value of which is not 
 ascertained. 
 
 (8) For the purpose of voting, a secured creditor shall, unless 
 he surrenders his security, state in his proof the particulars of 
 his security, the date when it was given, and the value at 
 which he assesses it, and shall be entitled to vote only in 
 respect of the balance (if any) due to him, after deducting the 
 value of his security. If he votes in respect of his whole debt, 
 he shall be deemed to have surrendered his security, unless 
 the Court on application is satisfied that the omission to value 
 the security has arisen from inadvertence. 
 
 (9) A creditor shall not vote in respect of any debt on or 
 secured by a current bill of exchange or promissory note held 
 by him, unless he is willing to treat the liability to him there- 
 on of every person who is liable thereon antecedently to the 
 company, and against whom a receiving order in bankruptcy 
 has not been made, as a security in his hands, and to estimate 
 the value thereof, and for the purposes of voting, but not for 
 the purposes of dividend, to deduct it from his proof. 
 
 (10) It shall be competent to the official receiver, or to the 
 liquidator, within twenty-eight days after a proof estimating 
 the value of a security as aforesaid had been made use of in 
 voting at any meeting, to require the creditor to give up the 
 security for the benefit of the creditors generally on payment 
 of the value so estimated, with an addition thereto of twenty 
 per centum. Provided, that where a creditor has put a value 
 on such security, he may, at any time before he has been 
 required to give up such security as aforesaid, correct such 
 valuation by a new proof, and deduct such new value from his 
 debt, but in that case such addition of twenty per centum 
 shall not be made if the liquidator requires the security to be 
 given up. 
 
 (i i) The chairman of the meeting shall have power to admit 
 or reject a proof for the purpose of voting, but his decision 
 shall be subject to appeal to the Court. If he is in doubt 
 whether the proof of a creditor should be admitted or rejected 
 he shall mark the proof as objected to, and shall allow the 
 
 167
 
 1 68 APPENDIX I. 
 
 creditor to vote, subject to the vote being declared invalid in 
 the event of the objection being sustained. 
 
 (12) A creditor or a contributory may vote either in person 
 or by proxy. 
 
 (13) Every instrument of proxy shall be in the prescribed 
 form, and shall be issued by an official receiver, or by the 
 liquidator of the company, and every written part thereof 
 shall be in the handwriting of the person giving the proxy, 
 or of any manager or clerk or other person in his regular 
 employment, or of a commissioner to administer oaths in the 
 Supreme Court of Judicature in England. 
 
 (14) General and special forms of proxy shall be sent to the 
 creditors and contributories with the notice summoning the 
 meeting, and neither the name nor description of the official 
 receiver or of any other person shall be printed or inserted 
 in the body of any instrument of proxy before it is so sent. 
 
 (15) A creditor or a contributory may give a general proxy 
 to his manager or clerk, or any other person in his regular 
 employment. In such case the instrument of proxy shall 
 state the relation in which the person to act therein stands to 
 the creditor or contributory. 
 
 (16) A creditor or a contributory may give a special proxy 
 to any person to vote at any specified meeting, or adjournment 
 thereof 
 
 (a) for or against the appointment or continuance in 
 
 office of any specified person as liquidator or member 
 of the committee of inspection, and 
 
 (b) on all questions relating to any matter other than 
 
 those above referred to and arising at any specified 
 meeting or adjournment thereof. 
 
 (17) A proxy shall not be used unless it is deposited with 
 the official receiver before the meeting at which it is to be 
 used. 
 
 (18) Where it appears to the satisfaction of the Court that 
 any solicitation has been used by or on behalf of a liquidator 
 in obtaining proxies or in procuring the appointment of 
 liquidator, except by the direction of a meeting of creditors or 
 contributories, the Court shall have power, if it think fit, to 
 order that no remuneration shall be allowed to the person by 
 whom or on whose behalf such solicitation may have been
 
 SCHEDULES. 169 
 
 exercised, notwithstanding any resolution of the committee 
 of inspection, or of the creditors or contributories, to the 
 contrary, 
 
 (19) A creditor or a contributory may appoint the official 
 receiver to act in manner prescribed as his general or special 
 proxy. 
 
 (20) The chairman of the meeting may, with the consent of 
 the meeting, adjourn the meeting from time to time and from 
 place to place. 
 
 (2 1) A meeting shall not be 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 
 represented thereat at least three creditors or contributories, 
 or all the creditors or contributories if their number does not 
 exceed three. 
 
 (22) If within half an hour from the time appointed for 
 the meeting a quorum of creditors or contributories is not 
 present or represented, the meeting shall be adjourned to the 
 same day in the following week, at the same time and place, 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 proceedings at the meeting to be drawn up and fairly 
 entered in a book kept for that purpose, and the minutes shall 
 be signed by him or by the chairman of the next ensuing 
 meeting. 
 
 (24) Xo 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 employer, in 
 a position to receive any remuneration 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 special proxies to vote for an application to the Court 
 in favour of the appointment of himself as liquidator, he may 
 use the said proxies and vote accordingly.
 
 170 
 
 Section 31. 
 
 APPENDIX I. 
 
 SECOND SCHEDULE. 
 Enactments Repealed as to England and Wales. 
 
 Session and Chapter. 
 
 Title or Short Title. 
 
 Extent of Eepeal. 
 
 25 & 26 Viet. c. 89 
 
 The Companies Act, 
 
 
 
 1862 . 
 
 Sec. 81. 
 
 
 
 In sec. 92 the words 
 
 
 
 "The Court shall 
 
 
 
 determine whether 
 
 
 
 any and what se- 
 
 
 
 curity is to be 
 
 
 
 given by any offi- 
 
 
 
 cial liquidator on 
 
 
 
 his appointment." 
 
 
 
 Sec. 97. 
 
 
 
 Sec. 165. 
 
 30 & 31 Viet. c. 131 . 
 
 The Companies Act, 
 
 
 
 1867 ; 
 
 Sees. 41 to 46.
 
 APPENDIX II. 
 COMPANIES (WINDING-UP) RULES. 
 
 TABLE OF CONTEXTS. 
 
 Preliminary. 
 BULE 
 
 1. Short title and commencement. 
 
 2. Interpretation of terms. 
 
 3. Use of forms in Appendix. 
 
 Court and Chambers. 
 
 4. Proceedings in High Court. 
 
 5. Proceedings in Courts other than High Court. 
 
 6. Adjournment from Chambers to Court and vice versd. 
 
 Proceedings. 
 
 7. Proceedings, how intituled. 
 
 8. Transfer by Judge of High Court. 
 
 9. Transfer by Judge of Court other than High Court. 
 
 10. Notice to official receiver. 
 
 1 1 . Transmission of order of transfer. 
 
 12. Transfer of official receiver's duties. 
 
 13. Transmission of records. 
 
 14. Notice of transfer to official receiver and Board of Trade. 
 
 15. Transfer of jurisdiction of County Court and pending 
 
 business.
 
 APPENDIX II. 
 
 Witnesses and Depositions. 
 EULE 
 
 1 6. Shorthand notes, &c. 
 
 17. Committal of contumacious witness. 
 
 Sittings of Courts. 
 
 1 8. Place of sitting of County Court. 
 
 19. Times for holding sittings of Courts other tha,n the High 
 
 Court. 
 
 Service and Execution of Process. 
 
 20. Duties of bailiff, &c. 
 
 21. Service. 
 
 Taxation of Costs. 
 
 22. Taxation of costs payable by or to official receiver or 
 
 liquidator or by company. 
 
 23. Notice of appointment. 
 
 24. Lodgment of bill. 
 
 25. Copy of bill to be furnished. 
 
 26. Applications for costs. 
 
 27. Certificate of taxation. 
 
 28. Register of bills taxed. 
 
 29. Certificate of employment. 
 
 30. Review of taxation at instance of Board of Trade. 
 
 Costs payable out of the Assets of the Company. 
 
 31. Costs payable out of the assets. 
 
 Official Receiver as Provisional Liquidator. 
 
 32. Appointment of provisional liquidator. 
 
 Petition. 
 
 33. Form of petition. 
 
 34. Advertisement of petition. 
 
 35. Service of petition. 
 
 36. Verification of petition. 
 
 37. Copy of petition to be furnished to creditor or contributory.
 
 COMPANIES (WINDING-UP) RULES. 173 
 
 Order to Wind up a Company. 
 RULE 
 
 38. Form and contents. 
 
 39. Transmission of copy to official receiver. 
 
 40. Service of order. 
 
 41. Notice of order. 
 
 Special Manager . 
 
 42. Appointment of special manager. 
 
 First Meetings of Creditors and Contrihutories. 
 
 43. Notice of first meeting to officers of company. 
 
 44. Notice of first meeting to Board of Trade. 
 
 45. Times for holding first meeting. 
 
 46. Notice to contributories. 
 
 General Meetings of Creditors and Contributories. 
 
 47. Meetings for ascertaining wishes of creditors and con- 
 
 tributories. 
 
 48. Meetings subsequent to the first meetings. 
 
 49. Notices of general meetings. 
 
 50. Proof of notice. 
 
 51. Costs of calling meeting. 
 
 52. 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. 
 
 Statement of Affairs. 
 
 58. Preparation of statement of affairs. 
 
 59. Extension of time for submitting statement of affairs. 
 
 60. Information subsequent to statement of affairs. 
 
 61. Default. 
 
 62. Expenses of statement of affairs. 
 
 Appointment of Liquidator. 
 
 63. Appointment of liquidator on report of meetings of creditors 
 
 and contributories.
 
 174 APPENDIX II. 
 
 RULE 
 
 64. Advertisement of appointment. 
 
 65. Death, &c., of liquidator. 
 
 66. Style of official receiver when he is liquidator. 
 
 Security by Liquidator or Special Manager. 
 
 67. Standing security to Board of Trade. 
 
 68. Failure to give or keep up security. 
 
 Public Examination. 
 
 69. Report of official receiver to be filed. 
 
 70. Appointment of time for consideration of report. 
 
 71. Consideration of report. 
 
 72. Order for public examination. 
 
 73. Application 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. 
 
 Proceedings against delinquent Directors, Promoters, 
 and Officers. 
 
 78. Application against delinquent directors, officers, and pro- 
 
 moters. 
 
 79. Notice of application. 
 
 Payments into and out of Bank. 
 
 80. Payments out of Bank of England. 
 
 8 1 . Special bank account. 
 
 82. Application by committee of inspection, and authority for 
 
 special bank account. 
 
 List of Contributories. 
 
 83. Liquidator 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 vary the list. 
 
 88. Variation of or addition to list of contributories.
 
 COMPANIES (WINDING-UP) RULES. 175 
 
 RULE 
 
 Collection and Distribution of Assets. 
 
 89. Collection and distribution of company's assets by liqui- 
 
 dator. 
 
 90. Powers of liquidator. 
 
 91. Power of liquidator to require delivery of property. 
 
 Calls. 
 
 92. Calls by liquidator. 
 
 93. Application to the Court for leave to make a call. 
 
 94. Service of notice of a call. 
 
 95. Enforcement of call. 
 
 Proofs. 
 
 96. Proof of debt. 
 
 97. Mode of proof. 
 
 98. Verification of proof. 
 
 99. Contents of proof. 
 
 100. Statement of security. 
 
 101. Costs of proof. 
 
 102. Discount. 
 
 103. Periodical payments. 
 
 104. Interest. 
 
 105. Proof for debt payable at a future time. 
 
 1 06. Workmen's wages. 
 
 107. Production of bills of exchange and promissory notes. 
 
 1 08. Time for lodging proof. 
 
 109. Transmission of proofs to liquidator. 
 
 Admission and Rejection of Proofs, and Appeal to the 
 Court. 
 
 1 10. Examination of proof . 
 in. Appeal by creditor. 
 
 112. Expunging at instance of liquidator. 
 
 113. Expunging at instance of creditor. 
 
 114. Oaths. 
 
 115. Official receiver's powers, &c. 
 
 1 1 6. Filing proofs by official receiver. 
 
 117. Proofs to be filed. 
 
 1 1 8. Procedure where creditor appeals.
 
 76 APPENDIX II. 
 
 RULE 
 
 119. Time for admission or rejection of proofs by official re- 
 
 ceiver. 
 
 120. Time for admission or rejection of proofs by liquidation. 
 
 121. Costs of appeal from decisions as to proofs. 
 
 Dividends. 
 
 122. Notice of intended dividend. 
 
 Proxies. 
 
 123. Time for lodging. 
 
 124. Use of proxies by deputy official receiver. 
 
 125. Filling in where creditor blind or incapable. 
 
 Statements by Liquidator to the Registrar of Joint Stock 
 Companies. 
 
 126. Conclusion of liquidation. 
 
 127. Information by liquidator as to pending liquidations. 
 
 Unclaimed Funds and Undistributed Assets in the hands 
 of the Liquidator. 
 
 128. Duty of liquidator to furnish information to Board of 
 
 Trade. 
 
 129. Power of Board of Trade to call for verified accounts.- , 
 
 130. Application to the Court for- enforcing accounts. 
 
 131. Mode of payment into Companies' Liquidation Account. 
 
 132. Application for payment out by person entitled. 
 
 133. Transfer of funds to Companies' Liquidation Account. 
 
 Investment of Funds. 
 
 134. Investment of assets in securities, and realisation of 
 
 securities. 
 
 Accounts and Audit. 
 
 135. Audit of cash-book. 
 
 136. Board of Trade audit of liquidator's accounts. 
 
 137. Liquidator carrying on business. 
 
 138. Copy of accounts to be filed.
 
 COMPANIES (WIXDING-UP) RULES. 177 
 
 EULE 
 
 139. Summary of accounts. 
 
 140. Affidavit of no receipts. 
 
 141. Proceedings on resignation, &c., of liquidator. 
 
 142. Expenses of sales. 
 
 Books. 
 
 143. Record-book. 
 
 144. Cash-book. 
 
 Register and File of Proceedings. 
 
 145. Register of proceedings in Judge's chambers. 
 
 146. File of proceedings. 
 
 147. Memorandum of advertisements. 
 
 Release of Liquidator. 
 
 148. Application for release. 
 
 149. Gazetting release. 
 
 Books to be kept and Returns made by Officers of Courts. 
 
 150. Books to be kept by officers of Courts. 
 
 151. Extracts to be sent to Board of Trade. 
 
 Gazetting. 
 
 152. Gazetting notices. 
 
 153. Re-gazetting. 
 
 Liquidators and Committees of Inspection. 
 
 154. Remuneration of liquidator. 
 
 155. Limit of remuneration. 
 
 156. Dealings with assets. 
 
 157. Liquidator not to purchase from his employer or partner 
 
 without Court's sanction. 
 
 158. Committee of inspection. 
 
 159. Costs of obtaining sanction. 
 
 1 60. Sanction of payments to members of committee of 
 
 inspection. 
 
 161. Discharge of costs, &c., before assets handed over to 
 
 liquidator. 
 
 Official Receivers and Board of Trade. 
 
 162. Appointment. 
 
 163. Removal. 
 
 M
 
 APPENDIX II. 
 EULE 
 
 164. Personal performance of duties. 
 
 165. Assistant official receivers. 
 
 T 66. Power of officers of Board of Trade and official receivers'" 
 clerks in certain cases to act for official receivers. 
 
 167. Duties where no assets. 
 
 1 68. Accounting by official receiver. 
 
 169. Official receiver to act for Board of Trade where no com- 
 
 mittee of inspection. 
 
 170. Appeals from Board of Trade and official receiver. 
 
 171. Applications under s. 25 (2) of Act of 1890. 
 
 Special Manager. 
 
 172. Accounts. 
 
 Attendance and Appearance of Parties, &c. 
 
 173. Attendance at proceedings. 
 
 174. Solicitor of liquidator. 
 
 Miscellaneous Matters. 
 
 175. Board of Trade orders, tfcc. 
 
 176. Enlargement or abridgement of time. 
 
 177. Formal defeat not to invalidate proceedings. 
 
 178. Application of existing procedure. 
 
 179. Petitions in Liverpool and Manchester district registries. 
 
 180. Rules under order of 1862 not to apply in compulsory 
 
 windings-up after December 3ist, 1890.
 
 COMPANIES (WIXDIXG-UP) RULES. 179 
 
 GENERAL RULES, 
 
 MADE PURSUANT TO SECTION 26 OF THE 
 WINDING-TIP ACT, 1890. 
 
 Preliminary. 
 
 1. These Rules may be cited as " The Companies Winding- Short title 
 up Rules, 1890." They shall come into operation on the first 
 
 day of January one thousand eight hundred and ninety-one. 
 
 2. In these Rules, unless the context or subject-matter 
 otherwise requires, 
 
 (a) "The Acts" means the Companies Acts, 1862 to 
 
 1890. tion of terms. 
 
 " The Company " means a company which is being 
 
 wound 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 Courts pursuant to the Acts or these 
 
 Rules, or the practice of the Court. 
 " Creditor " includes a corporation, and a firm of 
 
 creditors in partnership. 
 
 " Gazetted " means published in the London Gazette. 
 " Judge " means in the High Court the Judge to whom 
 
 the petition to wind up the company 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 company under the Acts. 
 " Official receiver " includes any officer appointed by 
 
 the Board of Trade to discharge the duties of 
 
 official receiver under the Acts. 
 " Registrar " as applied to a County Court, includes,
 
 i8o 
 
 APPENDIX II. 
 
 Use of forms 
 in Appendix. 
 
 where there are joint registrars, either of such 
 registrars, or a deputy-registrar ; and as applied to 
 any Court other than the High Court, means and 
 includes the officer of the Court whose duty it is to 
 exercise in relation to a winding-up the functions 
 which in the High Court are exercised by a 
 registrar or chief clerk. 
 
 " Sealed " means sealed with the seal of the Court. 
 
 " Taxing officer " means the officer of the Court whose 
 duty it is to tax costs in the proceedings of the 
 Court under its ordinary jurisdiction. 
 
 " Liquidator " includes an official receiver when acting 
 
 as liquidator. 
 
 (6) In the application of these Rules to any Court other 
 than the High Court, the registrar may, under the 
 general or special directions of the Judge, hear and 
 determine any application or matter which under 
 the Acts and these Rules may be determined in 
 Chambers. 
 
 3. (i) The forms in the Appendix, where applicable, and 
 where they are not applicable forms of the like character, with 
 such variations 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 borne by or 
 disallowed to the party using the same, unless the Court shall 
 otherwise direct. 
 
 (2) Provided that the Board of Trade may from time to time 
 alter any forms which relate to matters of an administrative 
 and not of a judicial character, or substitute new forms in lieu 
 thereof. Where the Board of Trade alters any form, or 
 substitutes any new form in lieu of a form prescribed by these 
 Rules, such altered or substituted form shall be published in 
 the London Gazette. 
 
 Proceedings 
 in High 
 Court. 
 
 Court and Chambers. 
 4. In the High Court 
 
 (l) All matters and applications to the Court or a Judge 
 in the winding-up of a company as to which the 
 procedure and practice is not altered by the Com-
 
 COMPANIES (WINDING-UP) RULES. l8l 
 
 panies (Winding-up) Act, 1890, and these Rules, 
 and which according to the practice of the Court or 
 the directions of the Judge have been heard in Court 
 or in Chambers, shall continue to be so heard. 
 (2) Subject to the provisions of the Companies (Winding- 
 up) Act, 1890, and these Rules, applications to the 
 Court under the said Act and these Rules shall be 
 heard in Court or in Chambers according as the 
 Judge shall by any general or special directions 
 order. Provided that appeals to the Court from the 
 official receiver and Board of Trade and liquidator 
 shall be brought by notice of motion to the Court, 
 pursuant to the Rules of the Supreme Court with 
 reference to motions. 
 
 5. In Courts other than the High Court the following Proceedings 
 matters and applications to' the Court shall be heard in open o^r'thfan 
 Court : ~~~ High Court. 
 
 (a) Petitions. 
 
 (J) Public examinations. 
 
 (c) Applications under section 167 of the Companies Act, 
 
 1862. 
 
 (d) Applications to rectify the register. 
 
 (e) Appeals from the official receiver and Board of Trade. 
 
 (f) Appeals from any decision of the liquidator. 
 
 (g) Applications relating to the admission or rejection of 
 
 proofs. 
 
 (ti) Proceedings under section 10 of the Companies 
 (Winding-up) Act, 1890. 
 
 6. Subject to the provisions of the Acts and Rules, any Adjourn- 
 matter or application in a Court other than the High Court chambers to 
 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 adjourned. 
 
 Proceedings. 
 
 7. (i) Every proceeding in Court or in Chambers under Proceedings, 
 the Acts shall be dated, and shall be intituled "In the {2J^ inti ' 
 matter of the Companies Act, 1862 to 1890," with the name Forms i and 2.
 
 182 
 
 APPENDIX II. 
 
 Transfer by 
 Judge of 
 High Court 
 [s. 3 of Act 
 of 1890]. 
 Form 3. 
 
 Transfer by 
 Judge of 
 Court other 
 than High 
 Court. 
 Form 3. 
 
 Notice to 
 
 official 
 
 receiver. 
 
 Transmis- 
 sion of 
 order of 
 transfer. 
 
 Transfer of 
 official 
 receiver's 
 duties. 
 
 Transmis- 
 sion of 
 records. 
 
 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 subsequent proceedings in the same matter shall bear 
 the same number. 
 
 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 pi-oceedings 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. 
 
 9. A Judge of any Court having jurisdiction to order 
 the winding-up of a company, other than the High Court or a 
 Palatine Court, may at any time, for good cause shown, order 
 any proceedings which have been commenced or are pending 
 in his Court to be transferred to any Court which has juris- 
 diction to order the winding-up of a company, not being the 
 High Court or a Palatine Court. 
 
 i o. Notice of an application for a transfer of proceedings 
 shall be served on the official receiver before the hearing 
 thereof. 
 
 1 1 . When an order of transfer has been made the person 
 on whose application the order is made shall, if the transfer is 
 to the High Court, lodge with the chief clerk of the Judge to 
 whom the winding-up becomes assigned, and if the transfer is 
 to any other Court with the registrar of that Court, a sealed 
 copy of the order of transfer. 
 
 12. Where the proceedings in any winding-up are trans- 
 ferred by any Court, the official receiver of the Court to 
 which such proceedings are transferred shall become the 
 official receiver in the winding-up in place of the official 
 receiver of the Court from which the proceedings are trans- 
 ferred. 
 
 13. Where any proceedings are transferred from a Court 
 to any other Court, the records of proceedings shall, if the 
 transfer is to the High Court, be transmitted to the chief 
 clerk of the Judge to whom the winding-up becomes assigned,
 
 COMPANIES (WINDING-UP) HULES. 183 
 
 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 Notice of 
 is to a Judge of the High Court) or the registrar of the Court ^"j^ r to 
 {if the transfer is to any other Court) has received the records receiver 
 of proceedings from the Court from which the transfer is ^T 
 made, he shall give notice of the transfer to the official receiver Form 4. 
 of the Court to which the proceedings are transferred, who 
 
 shall give notice of the transfer to the Board of Trade. When 
 a winding-up is tranferred from one Court to another, it shall 
 receive a new distinctive number. 
 
 15. Whenever the Lord Chancellor, by order under his Transfer of 
 hand, shall exclude any County Court from having jurisdiction jjToounty 11 
 under the Acts, or shall attach the district or any part of the Court and 
 district of a County Court to the High Court, or any other business. 
 County Court, or shall detach the district 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 proceedings shall apply to the transfer of such 
 pending proceedings in all respects as if the proceedings had 
 been transferred by order of a Court having power to transfer 
 proceedings. 
 
 Witnesses mid Depositions. 
 
 1 6. If the Court or the officer of the Court before whom Shorthand 
 any examination is under the Acts and these Rules directed 
 
 to be held, shall in any case, and at any stage of the proceed- 
 ings, be of opinion that it would be desirable that a person 
 (other than the person before whom an examination is taken) 
 should be appointed to take down the evidence of any person 
 examined under the Acts and Rules in shorthand or other- 
 wise, it shall be competent for the Court or officer aforesaid to 
 make such appointment ; provided that where the application 
 is made by the official receiver he shall nominate a person for 
 the purpose, and the person so nominated shall be appointed, 
 unless the Court or officer holding the examination shall 
 otherwise order. Every person so appointed shall be paid a
 
 1 84 
 
 APPENDIX II. 
 
 Committal of 
 contuma- 
 cious witness 
 Form 39. 
 
 Place of 
 sitting of 
 County 
 Court. 
 
 Times for 
 holding 
 Courts 
 other than 
 the High 
 Court. 
 
 sum not exceeding one guinea a day, and where the Court 
 appoints a shorthand writer a sum not exceeding 8<rZ. per folio 
 of 90 words for any transcript of the evidence that may be 
 required, and such sums shall be paid by the party at whose 
 instance the appointment was made, or out of the assets of the 
 company as may be directed by the Court. 
 
 17. (i) If a person examined before a registrar 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 officer any question which he may allow to be put, the 
 registrar or officer shall report such refusal to the judge, 
 and upon such report being made the person in default shall 
 be in the same position and be dealt with in the same manner 
 as if he had made default in answering before the Judge. 
 
 (2) The report shall be in writing, but without affidavit, and 
 shall set forth the question put, and the answer (if any) given 
 by the person examined. 
 
 (3) The registrar or officer shall, before the conclusion of 
 the examination 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 such action thereon as he shall think fit. If 
 the Judge is sitting at the time when the default in answering 
 is made, such default may be reported immediately. 
 
 Sittings of Courts. 
 
 1 8. Subject to the orders of the Lord Chancellor, the place 
 of 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. 
 
 19. Subject to the provisions of the Acts, the times of the 
 sitting of each Court other than the High Court in matters of 
 the winding- up of companies shall be those appointed for the 
 transaction of the general business of the Court, unless the 
 Judge of any such Court shall otherwise order. 
 
 Service and Execution of Process. 
 
 20. (i) It shall be the duty of the high bailiff of a County
 
 COMPANIES (WIXDING-UP) RULES. 1 8$ 
 
 Court to serve such orders, summonses, petitions, and notices Dutios of 
 as the Court may require him to serve ; to execute wairants 
 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 require any 
 order, summons, petition, or notice to be served by a bailiff or 
 officer of the Court which is not specially by the Acts or Rules 
 required to be so served, unless the Court in any particular 
 proceeding by order specially so directs. 
 
 21. (i) All notices and other documents for the service of Service. 
 which no special mode is directed may be sent by prepaid post 
 letter to the last 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-office, and notwithstanding the 
 same may be returned by the post-office. 
 
 Taxation of Costs. 
 
 22. The provisions of the following Rules, numbered 23 to Taxation of 
 30, shall apply to the taxation and allowance of costs payable s ^ P* 5 ' ab 
 
 by or to the official receiver or liquidator, or which are to be official 
 
 . , . , , ,. , , receiver or 
 
 paid out or the assets or the company. liquidator or 
 
 23. Every person whose bill or charges is or are to be taxed by company, 
 shall in all cases give not less than four days' notice of the appointment, 
 appointment to tax the same to the official receiver and to the 
 liquidator (if any). 
 
 24. The bill or charges, if incurred prior to the appoint- Lodgment 
 ment of a liquidator, shall be lodged with the official receiver, 
 
 and if incurred after the appointment of a liquidator, shall be 
 lodged with the liquidator, three clear days before the appli- 
 cation 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 Copy of 
 shall, on application either of the official receiver or the 
 liquidator, furnish a copy of his bill of charges so to be taxed, 
 
 on payment at the rate of ^d. per folio, which payment shall 
 be charged on the assets of the company. The official receiver
 
 i86 
 
 APPENDIX II. 
 
 Applications 
 for costs. 
 
 Certificate 
 of taxation. 
 Form 10. 
 
 Register of 
 bills taxed. 
 Forms 9 and 
 
 Certificate 
 of employ- 
 ment. 
 
 Review of 
 taxation at 
 instance of 
 Board of 
 Trade. 
 
 shall call the attention of the liquidator to any items 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 proceed- 
 ing desires to make an application for an order that he be 
 allowed his costs, or any part of them, incident to such pro- 
 ceeding, and such application is not made at the time of the 
 proceeding 
 
 (i) Such party or person shall serve notice of his intended 
 application on the official receiver, and, if a liquidator has 
 been appointed, on the liquidator. 
 
 (2) The official receiver and liquidator may appear on such 
 application and object thereto. 
 
 (3) No costs of or incident to such application shall be 
 allowed to the applicant, unless the Court is satisfied that the 
 application could not have been made at the time of the pro- 
 ceeding. 
 
 27. Upon the taxation of any bill of costs, charges, or 
 expenses being completed, the taxing officer shall issue to the 
 person presenting such bill for taxation his certificate of 
 taxation. The bill of costs, charges, and expenses shall be 
 filed. 
 
 28. Every taxing officer shall keep a register of all bills 
 taxed by him in winding-up under these Rules, and shall, 
 within fourteen days after the 3 ist day of October in each year, 
 make a return to the Board of Trade of all bills taxed by 
 him during the twelve months preceding such 3ist day of 
 October. 
 
 29. Before the bill or charges of any solicitor, manager, 
 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 liquidator, as the 
 case may be, shall be produced to the taxing officer, setting 
 forth whether any, and if so what, special terms of remunera- 
 tion have been agreed to, and in the case of the bill 'of costs of 
 a solicitor a copy of the resolution or other authority sanction- 
 ing the employment. 
 
 30. (i) Where any bill of costs, charges, fees, or disburse- 
 ments of any solicitor, manager, accountant, auctioneer, broker, 
 or other person has been taxed by a registrar of a Court other 
 than the High Court, the Board of Trade may require the
 
 COMPANIES (WIXDING-UP) RULES. 187 
 
 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 apply to 
 the taxing master of the Chancery Division of the High Court 
 to appoint a time for the review of such taxation, and thereupon 
 such taxing master shall appoint a time for the review of, and 
 shall review, such taxation, and certify 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 required to be made by a taxing master of the Chancery 
 Division of the High Court, the registrar whose taxation is to 
 be reviewed shall forward to the said taxing master the bill 
 which is required to be reviewed. 
 
 (4) The Board of Trade may appear 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 liquidator, 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 bill is 
 reviewed such costs of and incidental to his appearance 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 attend- 
 ance of a principal shall not be allowed if in the opinion of the 
 taxing master he could have been sufficiently represented by 
 his London agent. 
 
 Coats payable out of the Assets of the Company. 
 
 31. The assets of a company which is being wound up, Co.u p.y- 
 remaining after payment of the fees and actual expei 
 incurred in realising or getting in the assets, shall, subject to
 
 188 
 
 APPENDIX II. 
 
 Appoint- 
 ment of 
 Provisional 
 Liquidator. 
 
 Form 21. 
 
 any order of the Court, and, if the winding-up is in the 
 Stannaries Court, subject to the provisions of the Stannaries 
 Act, 1887, be liable to the following payments, which shall be 
 made in the following order of priority, namely : 
 
 First. The taxed costs of the petition, including the taxed 
 costs of any person appearing on the petition whose 
 costs are allowed by the Court. 
 Next. The remuneration of the special manager (if any). 
 
 ,, The costs and expenses of any person who makes, or 
 concurs in making, the company's statement of 
 affairs. 
 
 ,, The taxed charges of any shorthand writer appointed 
 to take an examination : Provided that where the 
 shorthand writer is appointed 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 company. 
 
 The liquidator's necessary disbursements, other than 
 actual expenses of realisation heretofore provided for. 
 
 The costs of any person properly employed by the 
 liquidator with the sanction of the committee of 
 inspection. 
 
 ,, The remuneration of the liquidator : 
 
 The actual out-of-pocket expenses necessarily incurred 
 by the committee of inspection, subject to the 
 approval of the Board of Trade. 
 
 Official Receiver as Provisional Liquidator. 
 
 32. (i) After the presentation of a petition, upon the 
 application of a creditor, or of a contributory, or of the com- 
 pany, and upon proof by affidavit of sufficient grounds for the 
 appointment of the official receiver as provisional liquidator, 
 the Court may, if it thinks fit, and upon such terms as may be 
 just, make such appointment. 
 
 (2) An order appointing the official receiver to be provisional 
 liquidator prior to the making of a winding-up order, shall 
 bear the number of the petition in respect of which it is made, 
 and shall state the nature and short description of the property 
 of which the official receiver is ordered to take possession.
 
 COMPANIES (WINDING-UP) RULES. 189 
 
 Petition. 
 
 33. Every petition for the winding-up of any company by Form of 
 the Court, or subject to the supervision of the Court, shall be j.'-^^ 11 ^ 
 in the Forms Nos. 12 and 13 in the Appendix, with such !IU J 13- 
 variations as circumstances may require. 
 
 34. Every petition shall be advertised seven clear days before Advertise- 
 the hearing, as follows :- 
 
 (1) In the case of a company whose registered office, or if Form 16. 
 
 there shall be no such office, then whose principal or 
 last known principal place of business is or was 
 situate within ten miles of the principal entrance of 
 the Royal Courts of Justice, once in the London 
 Gazette, and once at least in one London daily 
 morning newspaper, or in such other newspaper 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 where such registered 
 office, or principal or last known place of business, 
 as the case may, of such company is or was situate. 
 
 The advertisement shall state the day on which 
 the petition 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, service of 
 be served at the registered office, if any, of the company, and gjjjj^ 
 if there is no registered office, then at the principal or last and 15. 
 known principal place of business of the company, if any such 
 can be 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 being left at such registered office 
 or principal place of business, or by being served on such 
 member or members of the company as the Court may direct ; 
 and every petition for the winding-up of a company, subject 
 to the supervision of the Court, shall also be served upon the 
 liquidator (if any) appointed for the purpose of winding-up the 
 affairs of the company. 
 
 36. Every petition for the winding-up of any company 1 
 the Court, or subject to the supervision of the Court, shall be orm 1?
 
 190 
 
 APPENDIX II. 
 
 Copy of peti- 
 tion to be 
 furnished to 
 creditor or 
 contributory. 
 
 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 principal officer thereof, and 
 shall be sworn after and filed within four days after the petition 
 is presented, and such affidavit shall be sufficient primd facie 
 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 copy of the petition, within twenty-four hours after re 
 quiring the same, on paying the rate of 40?. per folio of seventy- 
 two words for such copy. 
 
 Form and 
 contents. 
 Forms 18 
 and 19. 
 
 Transmis- 
 sion of copy 
 to official 
 receiver. 
 
 Service of 
 order. 
 
 Notice of 
 order. 
 
 Form 20. 
 
 Order to Wind up a Company. 
 
 38. An order to wind up a company shall contain at the 
 foot thereof a notice stating that it will be the duty of the 
 person who is at the time secretary or chief officer of the 
 company, and of such of the persons who are liable to make 
 out, or concur in making out, the company's statement of 
 affairs as the official receiver may require, to attend on the 
 official receiver forthwith on the service thereof at the place 
 mentioned therein. 
 
 39. Three copies of every order to wind up a company, and 
 order for the appointment of the official receiver as provi- 
 sional liquidator of a company, sealed with the seal of the 
 Court, shall forthwith be sent by post or otherwise by the 
 registrar to the official receiver. 
 
 40. The official receiver shall cause a copy of the order to 
 wind up the company, sealed with the seal of the Court, to be 
 served upon the secretary or other chief officer of the company 
 at the registered office of the company, or upon such other 
 person or persons, or in such other manner, as the Court may 
 direct. 
 
 41. (i) When an order to wind up a company is made, the 
 official receiver shall forthwith give notice thereof to the 
 Board of Trade, who shall forthwith cause such notice to be 
 gazetted. 
 
 (2) The official receiver shall forthwith send notice thereof 
 to such local paper as the Board of Trade may from time to 
 time direct, or, in default of such direction, as he may select.
 
 COMPANIES (WIXDIXG-UP) 1JULES. , 9 
 
 Special Manager. 
 
 42. (i) An application by the official receiver for the Appointment 
 appointment of a special manager shall be supported by a of 8pecial 
 report of the official receiver, which shall be placed on the file If^f Act 
 of proceedings, and in which shall be stated the amount of f l89 ] ' 
 remuneration which, in the opinion of the official receiver, 
 ought to be allowed to the special manager. No affidavit bv 
 the official receiver in support of such an application shall be 
 required. 
 
 (2) The remuneration of the special manager shall, unless the 
 Judge otherwise in any special case directs, be stated in the 
 order appointing him. 
 
 (3) -A- copy of the order appointing a special manager 
 shall be transmitted to the Board of Trade by the official 
 receiver. 
 
 First Meetings of Creditors and Contributories. 
 
 43. (i) The official receiver shall give to each of the \ ot ice of 
 directors, and other officers of the company who in his opinion first m ' etil) K 
 ought to attend the first meetings of creditors and contri- company ' 
 butories, seven days' notice of the time and place appointed for [^ ^ of , Act 
 each meeting. The notice may be either delivered personally Form . 
 
 or sent by prepaid post letter, as may be convenient. It shall 
 be the duty of every director or officer who receives notice of 
 such meeting to attend if so required by the official receiver. 
 
 44. The official receiver shall fix the days for the first meet- Notice of 
 
 ing of creditors and contributories, and shall forthwith give f" 1 " 81 "'''' 
 iujr to Board 
 
 notice thereof to the Board of Trade, who shall ga/ette the same, of Trade. 
 
 45. "Where practicable, and unless the Court specially directs Times for 
 to the contrary, the first meetings of creditors and contri- 
 butories shall not be held until after the statement of affairs 
 prescribed by section 7 of the Companies (Winding-up) Act, 
 
 1890, has been submitted to the official receiver. If an exten- 
 sion 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. Notice to con- 
 
 46. Notice of the first meeting of contributories shall be pj 
 sent to every person who appears from the company's books or 23. 
 otherwise to be a contributory of the company.
 
 192 
 
 APPENDIX II. 
 
 Meetings for 
 ascertaining 
 wishes of 
 creditors and 
 contribu- 
 tories. 
 Form 31. 
 [s. 13 of Act 
 of 1890.] 
 
 Meetings 
 subse quent 
 to the first 
 meetings. 
 Form 30. 
 
 Notices of 
 general 
 meetings. 
 Form 26. 
 
 Proof of 
 notice. 
 Forms 27 
 and 28. 
 
 Costs of 
 
 calling 
 
 meeting. 
 
 General Meetings of Creditors and Contributories. 
 
 47. Subject to the provisions of the Companies ( Winding - 
 up) Act, 1890, and to the control of this Court, the liquidator 
 may from time to time, when he thinks expedient, summon, 
 hold, and conduct meetings of the creditors or contributories 
 for the purpose of ascertaining their wishes in all matters 
 relating to the winding-up. 
 
 48. Meetings subsequent to the first meetings of creditors 
 and contributories shall be summoned by sending notices to 
 them. The notice to each creditor shall be sent to the address 
 given in his proof, or if he has not proved, to the address given 
 in the statement of affairs of the company, or to such 
 other address as may be known to the person summoning the 
 meeting. The notice to each contributory shall be sent to the 
 address mentioned in the company's books as the address of 
 such contributory, or to such other address as may be known 
 to the person summoning the meeting. 
 
 49. The notices of general meetings to be issued to creditors 
 and contributories by the official receiver or liquidator shall, 
 where no special time is prescribed, be sent off not less than 
 seven days before the day appointed for the meeting. 
 
 50. A certificate by the official receiver or other officer of 
 the Court, or by the clerk of any such person, or an affidavit 
 by the liquidator, or his solicitor, or the clerk of either such 
 persons, that the notice of any meeting has been duly posted, 
 shall be sufficient evidence of such notice having been duly 
 sent to the person to whom the same was addressed. 
 
 51. The costs of summoning a meeting of creditors at the 
 instance of any person other than the official receiver or liqui- 
 dator shall be paid by the person at whose instance it is 
 summoned, who shall before the meeting is summoned deposit 
 with the official receiver or liquidator (as the case may be) 
 such sum as may be required by the official receiver or liqui- 
 dator as security for the payment of such costs. The said 
 costs shall be repaid out of the assets of the Company, if the 
 creditors or contributories, as the case may be, shall by 
 resolution so direct. 
 
 52. Where a meeting is summoned by the official receiver he
 
 COMPANIES (WIXDIXG-UP) RULES. 193 
 
 or some one nominated by him shall be chairman of the meet- Chairman of 
 ing. At every other meeting of creditors and contributories Sings, 
 (other than meetings to which the schedule of the Companies Form 25- 
 (Winding-up) Act, 1890, applies) the chairman shall be such 
 person as the meeting by resolution shall appoint. 
 
 53. The provisions of section 91 of the Companies Act, Votes at 
 1862, relating to votes of creditors and contributories at meetin ? s - 
 meetings summoned under that section, shall apply to the 
 voting of creditors and contributories at meetings held under 
 
 the Companies (Winding-up) Act, 1890, and these Rules. 
 
 54. The official receiver, or, as the case may be, the liqui- Copy of 
 dator, shall send in the High Court to the chief clerk of the ^solution 
 
 7 _ ~ for chief 
 
 Judge to whom the winding-up of the company is assigned, clerk or 
 and in any other Court to the registrar, a copy, certified by Y^^I 
 him, of every resolution of a meeting of creditors or 
 contributories. 
 
 55. Where a meeting of creditors or contributories is Xon-recep- 
 summoned by notice, the proceedings and resolutions at the ^^ creditor 
 meeting shall, unless the Court otherwise orders, be valid, 
 notwithstanding that some creditors or contributories may not 
 
 have received the notice sent to them. 
 
 56. Where a meeting of creditors is adjourned, the adjourned Adjourn- 
 meeting shall be held at the same place as the original place ^ 
 of meeting, unless in the resolution for adjournment another 
 
 place is specified, or unless the Court otherwise orders. 
 
 57. In calculating a quorum at a creditors' meeting, those Quorum, 
 persons only who are entitled to vote shall be reckoned. 
 
 Statement of Affairs. 
 q8 (i) Every person who under section 7 of the Companies Preparation 
 
 3 x ' J r , , , i ... i of statement 
 
 (Winding-up) Act, 1890, has been required by the official of affairs 
 receiver to submit and verify a statement as to the affairs of jj^TjJ/* 
 the company, shall be furnished by the official receiver with Fonn 
 forms and instructions for the preparation of the statement. 
 The statement shall be made out in duplicate, one copy of 
 which shall be verified by affidavit. The official receiver shall 
 place upon the file of proceedings in the winding-up the verified 
 statement of affairs. 
 
 (2) The official receiver may from time to time hold personal 
 interviews with such person or persons, for the purpose of 
 
 N
 
 194 
 
 APPENDIX II. 
 
 Extension of 
 time for sub- 
 mitting state- 
 ment of 
 affairs. 
 
 Information 
 subsequent 
 to statement 
 of affairs. 
 
 Default. 
 
 Expenses of 
 statement of 
 affairs. 
 
 investigating the company's affairs ; 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 the statement of affairs, he shall apply to the official 
 receiver, who may, if he thinks tit, give a written certificate 
 extending the time, which certificate shall be filed with the 
 proceedings in the winding-up, and shall render an application 
 to the Court unnecessary. 
 
 60. After the statement of affairs of a company has been 
 submitted to the official receiver it shall be the duty of each 
 person who has made it, if and when required, to attend oix 
 the official receiver and answer all such questions as may be 
 put to him, and give all such further information as may be 
 required of him by the official receiver in relation to the 
 statement of affairs. 
 
 61. Any default in complying with the requirements of 
 section 7 of the Companies (Winding-up) Act, 1890, may be 
 reported by the official receiver to the Court. 
 
 62. A person who is required to make or concur in making 
 any statement of affairs of a company shall, before incurring 
 any costs or expenses in and about the preparation and making 
 of the statement, apply to the official receiver 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 company any costs or expenses which 
 have not before being incurred been sanctioned by the official 
 receiver. 
 
 Appointment 
 of liquidator 
 on report of 
 meetings of 
 creditors and 
 contribu- 
 tories. 
 Form 32. 
 
 Form 34. 
 
 Appointment of Liquidator. 
 
 63. (i) As soon as possible after the first meetings of cre- 
 ditors and contributories have been held, the official receiver, 
 or the chairman of the meeting, as the case may be, shall report 
 the result of each meeting to the Court. 
 
 (2) Upon the result of the meetings of creditors and con- 
 tributories being reported to the Court, the Court may, if the 
 creditors and contributories are unanimous in their determi- 
 nation, upon the application of the official receiver, forthwith 
 make the appointments necessary for giving effect to such
 
 COMPANIES (WIXDING-UP) RULES. 195 
 
 determination. In any other case the Court shall, on applica- 
 tion by the official receiver, fix a day for considering the 
 determinations of the meetings, deciding differences (if any), 
 and making such appointments and orders as shall be 
 necessary. 
 
 (3) When a time and place have been fixed for the conside- 
 ration of the determinations of the meetings, such time and 
 place shall be advertised by the official receiver in such manner as 
 the Court shall direct, but so that the first or only advertise- 
 ment shall be published not less than seven days before the 
 day so fixed. 
 
 (4) Upon the consideration of the determinations of the 
 meetings the Court shall hear the official receiver and any 
 creditor or contributory. 
 
 (5) If a liquidator is appointed, a copy of the order appoint- Form 34. 
 ing him shall be transmitted to the Board of Trade by the 
 official receiver, and the Board of Trade shall, as soon as the 
 liquidator has given security, cause notice of the appointment 
 
 to be gazetted. The expense of gazetting notice of the appoint- 
 ment shall be paid by the liquidator, but may be charged by 
 him on the assets of the company. 
 
 64. Every appointment of a liquidator or committee of in- Advertise- 
 spection shall be advertised by the liquidator in such manner "^{^,,,4 
 as the Court directs, immediately after the appointment has Form 36. 
 been made and the liquidator has given the required security. 
 
 65. In case of the death, removal, or resignation of a liqui- Death, &c., of 
 , ' , . , ! , . liquidator. 
 
 dator, another may be appointed in his place in the same manner 
 as directed in the case of a first appointment, and the official 
 receiver shall, on the request of not less than one-tenth in 
 value of the creditors or contributories, summon meetings for 
 the purpose of determining whether or not the vacancy shall 
 be filled. 
 
 66. When the official receiver is liquidator of a company he Style of 
 
 i -j i> onicial 
 
 shall be styled " official receiver and liquidator. receiver 
 
 when he is 
 liquidator. 
 
 Security by Liquidator or Special Manager. 
 
 67. In the case of a special manager or a liquidator other SUuding 
 than the official receiver, the following rules as to security shall 
 
 be observed, namely : rSnn 35. 
 
 (i) The security shall be given to such officers or persons
 
 196 
 
 APPENDIX II. 
 
 Failure to 
 give or keep 
 up security. 
 
 Eeport of 
 official re- 
 ceiver to be 
 filed 
 
 [s. 8 of Act 
 of 1890]. 
 
 Appointment 
 of tune for 
 consideration 
 of report. 
 
 and in such manner as the Board of Trade may from 
 time to time direct. 
 
 (2) It shall not be necessary that security shall be given 
 
 in each separate winding-up ; but security may be 
 given, either specially in a particular winding-up, 
 or generally to be available for any winding-up in 
 which the person giving security maybe appointed, 
 either as liquidator or special manager. 
 
 (3) The Board of Trade shall fix the amount and nature 
 
 of such security, and may from time to time, as they 
 think fit, either increase or diminish the amount of 
 special or general security which any person has 
 given. 
 
 (4) The certificate of the Board of Trade, that a liquidator 
 
 or special manager has given security to their satis- 
 faction, shall be placed on the file of proceedings. 
 
 (5) The cost of furnishing the required security by a 
 
 liquidator or special manager shall be borne by him 
 personally, and shah 1 not be charged against the 
 assets of the company as an expense incurred in the 
 winding-up. 
 
 68. (i) If a liquidator or special manager fails to give the 
 required security within the time stated for that purpose in the 
 order appointing him, or any extension thereof, the official 
 receiver shall report such failure to the Court, who shall 
 thereupon rescind the order appointing the liquidator or special 
 manager. 
 
 (2) If a liquidator or special manager fails to keep up his 
 security, the official receiver shall report such failure to the 
 Court, who may thereupon remove the liquidator or special 
 manager and make such order, as to costs as the Court shall 
 think fit. 
 
 Public Examination. 
 
 69. (i). A report made by the official receiver, pursuant to 
 section 8 of the Companies (Winding-up) Act, 1890, shall state 
 in a narrative form the facts and matters which the official 
 receiver desires to bring to the notice of the Court, and his 
 opinion, as required by section 8 of the Companies (Winding- 
 up) Act, 1890. 
 
 70. The official receiver may apply to the Court to fix a day 
 for the consideration of the report, and on such application
 
 COMPANIES (WIXDING-UV) RULES. 197 
 
 the Court shall appoint a day on which the report shall be 
 considered. 
 
 7 1 . The consideration of the report shall be before the Considera- 
 Judge of the Court personally in Chambers, and the official * ion f 
 receiver shall, personally or by counsel or solicitor, attend the 
 consideration of the report, and give the Court any further 
 information or explanation with reference to the matters 
 stated in the report which the Court may require. 
 
 72. If the Court makes an order pursuant to sub-section Order for 
 nine of section eight of the Companies (Winding-up) Act, Ration * 
 1890, directing any person to attend for public examination, Form 37. 
 the examination shall be held in open Court 
 
 (a) If the winding-up of the company is in the High 
 
 Court, before such one of the officers 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 registrar in 
 bankruptcy of the High Court. 
 
 (b) If the winding-up of the company is in a County 
 
 Court, before the Judge of the Court, 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 purpose of holding public 
 examinations under the Acts, or before any such 
 district registrar. 
 
 (c) If the winding-up of the company is in the Stan- 
 
 naries Court, before the vice-warden. 
 
 73. Upon an order directing a person to attend for public Application 
 examination being made, the official receiver shall apply for boi<&? g r 
 the appointment of a day on which the public examination is examination, 
 to be held. 
 
 74. A day and place shall be appointed for holding the ^Jg^d* 
 public examination, and notice of the day and place so place for 
 appointed shall be given by the official receiver to the person PjJjJ^ 6 * 
 who is to be examined, by sending such notice in a registered Form 38. 
 letter addressed to his usual or last known address. 
 
 75. The official receiver shall give notice of the order JJgjJ .<,,. 
 appointing the time and place for holding a public examination D ^jo 
 
 to the creditors and contributories by advertising the order in JJJJE 
 such newspapers as the Board of Trade from time to time torto*
 
 198 
 
 APPENDIX II. 
 
 Default in 
 attending. 
 Form 41. 
 
 Notes of ex- 
 amination to 
 be filed. 
 Form 40. 
 
 direct, or, in default of any such direction, as the official 
 receiver thinks fit, and shall also forward notice of the order 
 to the Board of Trade to be gazetted. 
 
 76. If any person who has been directed by the Court to 
 attend for public examination fails to attend at the time and 
 place appointed by the order for holding or proceeding with 
 the same, and no good cause is shown by him 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 person required to attend, or to make 
 such other order as the Court shall think just. 
 
 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, be filed with the proceedings. 
 
 Application 
 against delin- 
 quent direc- 
 tors, officers, 
 and pro- 
 moters 
 [s. 10 of Act 
 of 1890]. 
 Tonn 42. 
 
 Notice of 
 application. 
 
 Proceedings against Delinquent Directors, Promoters, and Officers. 
 
 78. An application under section 10 of the Companies 
 (Winding-up) Act, 1890, shall in any Court other than the 
 High Court be made by motion to the Court. In the High 
 Court the application shall be made in accordance with the 
 practice heretofore observed with reference to applications 
 under section 165 of the Companies Act, 1862. Where the 
 application is made by the official receiver or liquidator he may 
 make a report to the Court stating any facts and information 
 on which he proceeds which are verified by affidavit, or derived 
 from 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 by motion, notice of the 
 intended motion shall be served on every person against whom 
 an order is sought, not less than eight days before the day 
 named in the notice for hearing the motion. A copy of every 
 report and affidavit intended to be used in support of the 
 motion, shall be served on every person to whom notice of 
 motion is given, not less than four days before the hearing of 
 the motion.
 
 COMPANIES (WINDING-UP) RULES. 199 
 
 Payments into and out of a Bank. 
 
 80. All payments out of the Companies' Liquidation Account Payments out 
 shall be made in such manner as the Board of Trade may of ^ ank of 
 
 ,. . . ,. ' England 
 
 trom time to time direct. [s . \ l O f Act 
 
 81. Where the Liquidator is authorised to have a special g f embank 
 bank account he shall forthwith pay all moneys received by account. 
 him into that account to the credit of the liquidator of the 
 company. All payments out shall be made by cheque payable 
 
 to order, and every cheque shall have marked or written on 
 the face of it the name of the company, and shall be signed by 
 the liquidator, and shall be countersigned by 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 Application 
 authorise the liquidator to make his payments into and out o^jn^ctioif 
 of a special bank account the Board of Trade may grant such and authority 
 authorisation for such time and on such terms as they may 
 
 think fit, and may at any time order the account to be closed fount. 
 if they are of opinion that the account is no longer required an( i 44 . 
 for the purposes mentioned in the application. 
 
 List of Contributories. 
 
 83. The liquidator shall with all convenient speed after his Liquidator to 
 appointment settle a list of the contributories of the company, ^J^ba. 
 
 and shall appoint a day for that purpose. The list of contri- tones 
 
 11 e J iV_ C 8 - 13 ' 
 
 butories shall contain a statement of the address of, and the of l890 . 
 number of shares or extent of interest to be attributed to each t -& 
 contributory, and shall distinguish the several classes of con- ,862]. 
 tributories. As regards representative contributories the Fl 
 liquidator shall observe the requirements of section 99 of the 
 Companies Act, 1862. 
 
 84. The liquidator shall give notice in writing of the time Appointment 
 and place appointed for the settlement of the list of contri- p 1 J a l 1 7 nd 
 butories to every person whom he proposes to include in the settlement of 
 list, and shall state in the notice to each person in what j"^ ^ 
 character and for what number of shares or interest he pro- 
 poses to include such person in the list. 
 
 8=; On the day appointed for settlement of the list of con- Settlement of 
 
 0* * ** i . list of con* 
 
 tributories, the liquidator shall hear any person who objec ,s
 
 2OO 
 
 APPENDIX II. 
 
 Form 47. 
 
 Notice to 
 ;ontribu- 
 tories. 
 Forms 48, 
 50, and 51. 
 
 Application 
 
 to the Court 
 
 to vary the 
 
 list 
 
 [s. 13 and 
 
 s. 24 of Act 
 
 of 1890]. 
 
 Variation of 
 or addition to 
 list of con- 
 tributories. 
 Forms 
 49 and 52. 
 
 to being settled as a contributory, and after such hearing shall 
 finally settle the list, which when so settled shall be the list 
 of contributories of the company. 
 
 86. The liquidator shall forthwith give notice to every 
 person whom he 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 in- 
 form 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 by summons within twenty-one days from the 
 date of the service on the contributory or alleged contributory 
 of notice of the fact that his name is settled in the list of con- 
 tributories. 
 
 87. Subject to the power of the Court to extend the time or 
 to allow an application to be made notwithstanding the ex- 
 piration of the time limited for that purpose, no application to 
 the Court by any person who objects to the list of contribu- 
 tories as finally settled by the liquidator shall be entertained 
 after the expiration of twenty-one days from the date of the 
 service on such person of notice of the settlement of the 
 list. 
 
 88. The liquidator 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 settle- 
 ment of the original list. 
 
 Collection 
 and distri- 
 bution of 
 company's 
 assets by 
 liquidator 
 [s. 13 of Act 
 of 1890; s. 98 
 of Act of 
 1862]. 
 
 Powers of 
 liquidator 
 [s. 13 of Act 
 of 1890]. 
 
 Collection and Distribution of Assets. 
 
 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 company and the application of the assets in dis- 
 charge of the company's liabilities, shall be discharged by the 
 liquidator as an officer of the Court, subject to the control of 
 the Court. 
 
 90. For the purpose of the discharge by the liquidator 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 possession of the property of 
 the company, be in the same position as if he were a receiver 
 of the property appointed by the High Court, and the Court
 
 COMPANIES (WINDIXG-UP) RULES. 2OI 
 
 may, on his application, enforce such acquisition or retention 
 accordingly. 
 
 91. The powers conferred on the Court by section 100 of Power of 
 
 the Companies Act, 1862, shall be exercised by the liquidator. li 
 
 Any contributory for the time being on the list of contribu- delivt ry of 
 
 tories, trustee, receiver, banker, or agent or officer of a com- fg Act 
 pany which is being wound up under order of the Court shall, of 1890; 
 on notice from the liquidator and within such time as he O f 1862]. 
 shall by notice in writing require, pay, deliver, convey, sur- 
 render, or transfer to or into the hands of the liquidator any 
 sum of money or balance, books, papers, estate, or effects 
 which happen to be in his hands for the time being, and to 
 which the company is prima facie entitled. 
 
 Calls. 
 
 92. The powers and duties of the Court in relation to Calls by 
 making calls upon contributories, conferred by section 102 of ^^ o{ Act 
 the Companies Act, 1862, shall and may be exercised by the of 1890; 
 
 . . 8. 102 of Act 
 
 liquidator as an officer of the Court, subject to the provisions O f ,862]. 
 of section 13 of the Companies (Winding-up) Act, 1890, and Form 54. 
 to the following regulations : 
 
 (1) Where the liquidator desires to make any call on the 
 
 contributories, or any of them, for any purpose 
 authorised by the Acts, if there is a committee of 
 inspection he may summon a meeting of such com- 
 mittee for the purpose of obtaining their sanction 
 to the intended call. 
 
 (2) The notice of the meeting shall be sent to each member Form 55. 
 
 of the committee of inspection in sufficient time to 
 reach him not less than seven days before the day 
 appointed 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 com- 
 mittee of inspection shall also be advertised 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 conducted. The advertisement
 
 2O2 
 
 APPENDIX II. 
 
 Form 56. 
 
 Application 
 to the Court 
 for leave 
 to make a 
 call. 
 
 Forms 58, 
 59, 60, and 
 61. 
 
 Service of 
 notice of a 
 call. 
 
 Forms 57 
 and 62. 
 
 Enforcement 
 of call. 
 Forms 63, 
 64, and 65. 
 
 shall state the time and place of the intended meeting 
 of the committee of inspection, and that each con- 
 tributory may either attend the said meeting and 
 be heard, or make any communication in writing 
 to the liquidator or members of the committee of 
 inspection to be laid before the meeting, in reference 
 to the said intended call. 
 
 (3) At the meeting of the committee of inspection any 
 
 statements or representations, made either to the 
 meeting personally or addressed in writing to the 
 liquidator or members 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 which shall be passed by a majority of 
 the members present. 
 
 (5) Where there is no committee of inspection the 
 
 liquidator shall not make a call without obtaining 
 the leave of the Court. 
 
 93. Every application to the Court for leave to make any 
 call on the contributories, or any of them, for any purpose 
 authorised by the Acts, shall be made by summons stating the 
 proposed amount of such call, and such summons shall be 
 served four clear days at the least before the day appointed 
 for making the call on every contributory proposed to be 
 included in such call; or if the Court so directs, notice of 
 such intended call may be given by advertisement, without a 
 separate notice to each contributory. 
 
 94. When, in pursuance of a resolution of the committee of 
 inspection or an order of the Court, a call has been made by 
 the liquidator, a copy of the resolution or order shall be 
 forthwith served upon each of the contributories included 
 in such call, together with a notice from the liquidator speci- 
 fying the amount or balance due from such contributory 
 in respect of such call, but such resolution or order need 
 not be advertised unless 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 on summons by the liquidator.
 
 COMPANIES (WINDING-UP) RULES. 2O3 
 
 Proofs. 
 
 96. Every creditor shall prove his debt. 
 
 97. A debt may be proved by delivering or sending through Proof of debt 
 
 the post in a prepaid letter to the official receiver, or, if a c . s< l 7 of 
 
 . , . , Act ot l86a - 
 
 liquidator has been appointed, to the liquidator, an affidavit aud s 13 of 
 
 verifying the debt. *$* 
 
 98. The affidavit may be made by the creditor himself, or proof, 
 by some person authorised by or on behalf of the creditor. If 
 made by a person so authorised, it shall state his authority 
 and means of knowledge. 
 
 99. The affidavit shall contain or refer to a statement of Contents of 
 account showing the particulars of the debt, and shall specify ^^ ^ 
 the vouchers, if any, by which the same can be substantiated. 
 
 The official receiver or liquidator may at any time call for the 
 production of the vouchers. 
 
 100. The affidavit shall state whether the creditor is or is Statement of 
 not a secured creditor. 
 
 1 01. A creditor shall bear the cost of proving his debt, Costs of 
 unless the Court otherwise orders. 
 
 102. A creditor proving his debt shall deduct therefrom all Discount 
 trade discounts, but he shall not be compelled to deduct any 
 discount, not exceeding five per centum on the net amount of his 
 claim, which he may have agreed to allow for payment in cash. 
 
 103. When any rent or other payment falls due at stated Periodical 
 periods, and the order to wind up is made at any time other P* J 
 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. 
 
 104. On any debt or sum certain, payable at a certain time interest 
 or otherwise, whereon interest is not reserved or agreed for, 
 
 and which is overdue at the date of the winding-up order, the 
 creditor may prove for interest at a rate not exceeding four 
 per centum per annum to the date of the commencement of 
 the winding-up from the time when the debt or sum was pay- 
 able, if the debt or sum is payable by virtue of a written 
 instrument at a certain time, and if payable otherwise, tl 
 from the time when a demand in writing has been made giving 
 notice that interest will be claimed from the date < 
 demand until the time of payment.
 
 204 
 
 APPENDIX II. 
 
 Proof for 
 debt payable 
 at a future 
 time. 
 
 Workmen's 
 wages. 
 Form 67. 
 
 Production 
 of bills of 
 exchange 
 and pro- 
 missory 
 notes. 
 
 Time for 
 
 lodging 
 
 proofs. 
 
 Transmis- 
 sion of 
 proofs to 
 liquidator. 
 
 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 five 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. 
 
 1 06. In any case in which it appears from the statement of 
 affairs that there are numerous claims for wages by workmen 
 and others employed by the company, 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 creditors. 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 compliance 
 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 produced to the 
 official receiver, chairman of a meeting, or liquidator, as the 
 case may be, and be marked by him before the proof can be 
 admitted either for voting or for any purpose. 
 
 1 08. 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 liquidator is appointed all proofs of debts 
 that have been received by the official receiver shall be handed 
 over to the liquidator. But the official receiver shall first 
 make a list of such proofs, and take a receipt thereon from the 
 liquidator for such proofs. 
 
 Examination 
 of proof. 
 Form 68. 
 
 Admission and Rejection of Proofs, and Appeal to 
 the Court. 
 
 no. The liquidator shall examine every proof and the 
 grounds of the debt, and in writing admit or reject it, in 
 whole or in part, or require further evidence in support of it.
 
 COMPANIES (WIXDING-UP) RULES. 20$ 
 
 If he rejects a proof he shall state in writing to the creditor 
 the grounds of the rejection. 
 
 in. If a creditor or contributory is dissatisfied with the Appeal by 
 decision of the liquidator in respect of a proof, the Court may, creditor - 
 on the application of the creditor or contributory, reverse or 
 vary the decision ; but, subject to the power of the Court to 
 extend the time, no application to reverse or vary the decision 
 of the liquidator rejecting a proof shall be entertained, unless 
 notice of the application is given before the expiration of 
 twenty-one days from the date of the rejection. 
 
 112. If the liquidator thinks that a proof has been ini- Expunging 
 properly admitted, the Court may, on the application of the *| 
 liquidator, after notice to the creditor who made the proof, dator. 
 expunge the proof or reduce its amount. 
 
 113. The Court may also expunge or reduce a proof upon Expunging 
 the application of a creditor or contributory if the liquidator ^ '"p^ * 
 declines to interfere in the matter. 
 
 114. For the purpose of any of his duties in relation to Oaths, 
 proofs, the liquidator may administer oaths and take affidavits. 
 
 115. The official receiver, before the appointment of a Official re- 
 liquidator, shall have all the powers of a liquidator with respect ^4, C . 
 to the examination, admission, and rejection of proofs, and any 
 
 act or decision of his in relation thereto shall be subject to the 
 like appeal. 
 
 1 1 6. The official receiver, where no other liquidator is ap- 
 pointed, shall, before payment of a dividend, file all proofs 
 tendered in the winding-up, with a list thereof, distinguishing receiver, 
 in such list the proofs which were wholly or partly admitted, 
 
 and the proofs which were wholly or partly rejected. 
 
 117. Every liquidator other than the official receiver shall, Proofs to be 
 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, distinguishing in such lists the proofs 
 admitted, those rejected, and such as stand over for further 
 consideration j and, in the case of proofs admitted or rejected, 
 he shall place the proofs on the file of proceedings. 
 
 1 1 8. The official receiver, or, as the case may be, the Procedure 
 liquidator, shall, within three days after receiving notice from creditor 
 
 a creditor of his intention to appeal against a decision rejecting PP~ 
 a proof, file such proof, with a memorandum thereon of his 
 disallowance thereof.
 
 2O6 
 
 APPENDIX II. 
 
 Time for 
 admission or 
 rejection of 
 proofs by 
 official 
 receiver. 
 
 Time for 
 admission or 
 rejection of 
 proofs by 
 liquidator. 
 
 Costs of 
 appeals from 
 decisions as 
 to proofs. 
 
 Notice of 
 intended 
 dividend. 
 Forms 69, 
 70, and 72. 
 
 119. Subject to the powers of the Court to extend the time, 
 the official receiver as liquidator, not less than fourteen days 
 from the latest date specified in the notice of his intention to 
 declare a dividend as the time within which such proofs must 
 be lodged, shall in writing either admit or reject, wholly or in 
 part, every proof lodged with him, or require further evidence 
 in support of it. 
 
 120. Subject to the power of the Court to extend the time, 
 the liquidator, other than the official receiver, within twenty- 
 eight days after receiving a proof which has not previously 
 been dealt with, shall in writing either admit or reject it 
 wholly or in part, or require further evidence in support of it : 
 Provided that where the liquidator has given notice of his 
 intention to declare a dividend, he shall, within fourteen days 
 after the date mentioned in the notice as the latest date up 
 to which proofs must be lodged, examine and in writing admit 
 or reject every proof which has not been already dealt with, and 
 giye notice of his decision rejecting a proof wholly or in part 
 to the creditors affected thereby. 
 
 121. The official receiver shall in no case be personally 
 liable for costs in relation to an appeal from his decision 
 rejecting any proof wholly or in part. 
 
 Dividends. 
 
 122. (i) Not more than two months before declaring a 
 dividend, the liquidator shall give notice of his intention to 
 do so to the Board of Trade, in order that the same may be 
 gazetted, and at the same time to such of the creditors men- 
 tioned in the statement of affairs as have not proved their 
 debts. Such notice shall specify the latest date up to which 
 proofs must be lodged, which shall not be less than fourteen 
 days from the date of such notice. 
 
 (2) Where any creditor, after the date mentioned in the 
 notice or intention to declare a dividend as the latest date up 
 to which proofs may be lodged, appeals against the decision of 
 the liquidator rejecting a proof, 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 liquidator 
 may in such case make provision for the dividend upon such 
 proof, and the probable costs of such appeal in the event of the
 
 COMPANIES (WINDIXG-UP) RULES. 2OJ 
 
 proof being admitted . Where no notice of appeal has been given 
 within the time specified in this Rule, the liquidator shall 
 exclude all proofs which have been rejected from participation 
 in the dividend. 
 
 (3) Immediately after the expiration of the time fixed by 
 this Rule for appealing against the 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), 
 and shall also send a notice of dividend to each creditor whose 
 proof has been admitted. 
 
 (4) If it becomes necessary, in the opinion of the liquidator 
 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 
 afiairs 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. (i) A proxy shall be lodged with the official receiver Time for 
 or liquidator not later than four o'clock in the afternoon of Fo ^ n .f 73 
 the day before the meeting, or adjourned meeting, at which it and 74 . 
 is to be used. 
 
 (2) No person shall be appointed a general or special proxy * 
 
 who is a minor. 
 
 124. Where an official receiver who holds any proxies 
 cannot attend the meeting for which they are given, he may, 
 in writing, depute some person under his official control to use 
 the proxies on his behalf, and in such manner as he may 
 
 MS. The proxy of a creditor blind or incapable of writing FnUng ID 
 may be accepted, if such creditor has attached his signature or credhor 
 mark thereto in the presence of a witness, who shall add t is 
 signature his description and residence : Provided that 
 set-turns in the proxy are in the handwriting of the witness, 
 and such witness shall have certified at the foot of the pros 
 that all such insertions have been made by him at the request
 
 208 
 
 APPENDIX II. 
 
 of the creditor and in his presence before he attached his sig- 
 nature or mark. 
 
 Conclusion of 
 liquidation 
 [Act of 1890 
 
 * 15 CO]- 
 Porm 75. 
 
 Information 
 fby liqui- 
 dator as to 
 pending 
 liquidations 
 '[Act of 1890, 
 B. 15]- 
 
 Statements by Liquidator to the Registrar of Joint Stock 
 Companies. 
 
 126. The winding-up of a company shall, for the purposes 
 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 dissolving the 
 company has been reported by the liquidator to the 
 registrar of joint stock companies : 
 
 (b) In the case of companies wound up voluntarily or 
 
 under the supervision of the Court, at the date of the 
 dissolution of the company, unless at such date any 
 funds or assets of the company remain unclaimed 
 or undistributed in the hands or under the 
 control of the liquidator, or any person who has 
 acted as liquidator, in which case the winding-up 
 shall not be deemed to be concluded until such funds 
 or assets have either been distributed or paid into 
 the Companies' Liquidation Account at the Bank of 
 England. 
 
 127. (i) Where a winding-up of a company is not con- 
 cluded within the year after its commencement, the statements 
 which the liquidator is to send to the registrar of joint stock 
 companies with respect to the proceedings in and position of 
 the liquidation, shall be sent in duplicate at such intervals and 
 in such form as the Board of Trade may from time to time by 
 general order direct. In the absence of any such direction a 
 statement shall be sent twice in each year, the first statement 
 being sent at the expiration of thirty days from the termination 
 of the first year during which the liquidation proceedings have 
 been pending, and the succeeding statements being sent at 
 intervals of half a year, until the winding-up 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.
 
 COMPANIES (WIXDIXG-UP) 1JULES. 2 
 
 (2) Where the winding-up of a company has been com- 
 menced 011 or before the ist day of January 1890, and has not 
 been concluded before the ist day of January 1891, the first 
 statement which the liquidator 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 thirty 
 days from the ist January 1891, or within such extended period 
 as the Board of Trade or the Court may in any particular case 
 for special reasons sanction. 
 
 Unclaimed Funds and Undistributed Assets in the hands oj 
 the Liquidator. 
 
 128. Every person who has acted as liquidator of any Duty of 
 
 company, whether the liquidation has been concluded or not, Il( l uld *? or 
 r J _ * _ 'to furnish 
 
 shall furnish to the Board of Trade particulars of any money information 
 in his hands, or under his control, representing unclaimed or 
 
 undistributed assets of the company on the ist January 1891, 
 or subsequently, and such other particulars as the Board of 
 Trade may require for the purpose of ascertaining or getting 
 in any money payable into the Companies Liquidation Account 
 at the Bank of England. The Board of Trade may require 
 such particulars to be verified by affidavit. 
 
 129. (i) The Board of Trade may at any time order any Power ot 
 such person to submit to them an account, verified by affidavit, Tnide ^ 
 of the sums received and paid by him as liquidator of the Cflll .j[ or 1 
 
 * verified 
 
 company, and may direct and enforce an audit of the account, accounts. 
 
 (2) For the purposes of section 15 of the Companies (Wind- * 
 ing-up) Act, 1890, and these Rules, the Court (as hereinafter 
 defined) shall have, and at the instance of the Board of Trade 
 may exercise, all the powers conferred by the Bankruptcy Act, 
 1883, with respect to the discovery and realisation of the pro- 
 perty of a debtor, and the provisions of Part I. of that Act with 
 respect thereto shall, with any necessary modifications, apply 
 to proceedings under section 15 of the Compmies (Winding- 
 up) Act, 1890. 
 
 130. Every application by the Board of Trade to the Court ApjjHcjJfaij 
 for the purpose of ascertaining and getting in money payable for t . n forciii(? 
 into the Bank of England, pursuant to section 15 of the Com- 
 panics (Winding-up) Act, 1890, and these Rules, shall, if the 
 winding-up is in the High Court or in the Stannaries Court, 
 

 
 2IO 
 
 APPENDIX II. 
 
 Mode of pay- 
 ment into 
 Companies 
 Liquidation 
 Account 
 [Act of 1890, 
 8. 15]. 
 
 Application 
 for payment 
 out by per- 
 son entitled. 
 
 Transfer of 
 Junds to 
 Companies 
 Liquidation 
 Account. 
 
 be made to and dealt with by the Division of the High Court 
 which for the time being exercises the bankruptcy jurisdiction 
 of the High Court ; and if the winding-up is in a Palatine 
 Court or a County Court, to that Court ; and the practice which 
 is observed in reference to applications by the Board of Trade 
 under section 162 of the Bankruptcy Act, 1883, shall govern 
 and be observed in every application by the Board of Trade 
 under the said section 15 of the Companies (Winding-up) 
 Act, 1890, and these Rules. 
 
 131. Any liquidator whose duty it is, under section 15 of the 
 Companies (Winding-up) Act, 1890, to pay into the Com- 
 panies Liquidation Account at the Bank of England any money 
 representing unclaimed or undistributed assets of the company, 
 shall apply, in such manner as the Board of Trade may direct, 
 to the Board of Trade for a paying-in order, which paying-in 
 order shall be an authority to the Bank of England to receive 
 the payment. 
 
 132. An application by a person claiming to be entitled to 
 any money paid into the Bank of England, in pursuance of 
 section 15 of the Companies (Winding-up) Act, 1890, shall 
 be made in such form and manner 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. (i) For the purposes of sub-section 3 of section 15 of 
 the Companies (Winding-up) Act, 1890, money at the credit 
 of the account of the ofiicial liquidator of any company with 
 the Bank of England shall be deemed to be money under the 
 control of the ofiicial liquidator, and when such money has 
 remained unclaimed or undistributed for six months after the 
 date of receipt, it shall be transferred to the Companies Liqui- 
 dation Account, and the ofiicial liquidator and chief clerk of 
 the Chancery Division of the High Court shall draw and sign 
 such cheques 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 liquidator and 
 countersigned by the chief clerk of the Judge of the Chancery 
 Division to whom the winding-up is assigned.
 
 COMPANIES (WIXDING-UP) RULES. 2 I I 
 
 Investment of Funds. 
 
 1 34- ( l } Where the committee of inspection are of opinion Investment 
 that any part of the cash balance standing to the credit of the securities!" 
 account of the company should be invested, they shall sign a a . nd reali <- 
 certificate and request, and the liquidator shall transmit such Sties!*" 
 certificate and request to the Board of Trade. Forms 83 and 
 
 (2) Where the committee of inspection are of opinion that 
 it is advisable to sell any of the securities in which the moneys 
 of the company's assets are invested, they shall sign a certifi- 
 cate and request to that effect, and the liquidator shall 
 transmit such certificate and request to the Board of Trade. 
 
 Accounts and Audit. 
 
 135. The committee of inspection shall, not less than once Audit of 
 every three months, audit the liquidator's cash-book, and [Act of 1890, 
 certify therein under their hands the day on which the said s - 20] - 
 
 u i J-.L i Form 76. 
 
 book was audited. 
 
 136. (i) Every liquidator shall, at the expiration of six Board of 
 months from the date of the winding-up order, and at the * 
 
 expiration of every succeeding six months thereafter until his dator's 
 release, transmit to the Board of Trade a copy of the cash- 
 book for such period in duplicate, together with the necessary 
 vouchers and copies of the certificates of audit by the com- 
 mittee 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 realised, and explaining the cause of 
 the non-realisation of such assets as may be unrealised. 
 
 (2) When the assets of the company have been fully realised 
 and distributed, the liquidator shall forthwith send in his 
 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 Form 77. 
 and verified by him. 
 
 137. (i) Where the liquidator carries on the business of Liquidator 
 the company, he shall keep a distinct account of the trading, business. " 
 and shall incorporate in the cash-book the total weekly amount 
 of the receipts and payments on such trading account. 
 
 (2) The trading account shall from time to time, and not Forms 80 
 less than once in every month, be verified by affidavit, and the *"
 
 212 
 
 APPENDIX II. 
 
 Copy of 
 accounts to 
 be filed. 
 
 Summary of 
 accounts. 
 
 Affidavit of 
 no receipts. 
 
 Proceedings 
 on resigna- 
 tion, &c., of 
 liquidator. 
 
 Expenses of 
 sales. 
 
 liquidator shall thereupon submit such account to the com- 
 mittee of inspection (if any), or such member thereof as may 
 be appointed by the committee for that purpose, who shall 
 examine and certify the same. 
 
 138. When the liquidator's account has been 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 proceedings in the winding-up. 
 
 139. (i) The liquidator 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 Board of Trade 
 so many printed copies thereof, duly stamped for transmission 
 by post, and addressed to the creditors and contributories, as 
 may be required for transmitting such summary to each creditor 
 and contributory. 
 
 (2) The cost of printing and posting such copies shall be a 
 charge upon the assets of the company. 
 
 140. Where a liquidator has not since the date of his 
 appointment or since the last audit of his accounts, as the case 
 may be, received or paid any sum of money on account of the 
 assets of the company, he shall, at the time when he is required 
 to transmit his accounts to the Board of Trade, forward to the 
 Board an affidavit of no receipts or payments. 
 
 141. Upon a liquidator resigning, or being released or 
 removed from his office, he shall deliver over to the official 
 receiver, or, as the case may be, to the new liquidator, all 
 books kept by him, and all other books, documents, papers, and 
 accounts in his possession relating to the office of liquidator. 
 The release of a liquidator shall not take effect unless and 
 until he has delivered over to the official receiver all the 
 books, papers, documents, and accounts which he is by this 
 Rule required to deliver on his release. 
 
 142. Where property forming part of a company's assets is 
 sold by the liquidator through an auctioneer or other agent, 
 the gross proceeds of the sale shall be paid over by 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. Every liquidator by whom such auctioneer
 
 213 
 
 COMPANIES (WINDING-UP) RULES. 
 
 or agent is employed, shall, unless the Court otherwise orders, 
 be accountable for the proceeds of every such sale. 
 
 Books. 
 
 143. The official receiver, until a liquidator is appointed Record- 
 by the Court, and thereafter the liquidator, shall keep a book book 
 
 to be called the " record-book," in which he shall record all JTiSgoV 
 minutes, all proceedings had and resolutions passed at any 
 meeting of creditors or contributories, or of the committee of 
 inspection, and all such matters as may be necessary to give a 
 correct view of his administration of the company's aft'airs, but 
 he shall not be bound to insert in the " record-book " any 
 document of a confidential nature (such, as the opinion of 
 counsel on any matter affecting the interest of the creditors 
 or contributories), nor need he exhibit such document to any 
 person other than a member of the committee of inspection. 
 
 144. (i) The official receiver, until a liquidator is Cash-book, 
 appointed by the Court, and thereafter the liquidator, shall 
 
 keep a book to be called the " cash-book " (which shall be in 
 such form as the Board of Trade may from time to time direct), 
 in which he shall (subject to the provisions of these Rules as 
 to trading accounts) enter from day to day the receipts and 
 payments made by him. 
 
 (2) The liquidator shall submit the record-book and cash- 
 book, together with any other requisite books and vouchers, to 
 the committee of inspection (if any) when required, and not 
 less than once every three months. 
 
 Register and File of Proceedings. 
 
 145. A register shall be kept in the Chambers of the Judge ^jr( 
 of all proceedings held there in each matter, with proper dates, f^j^"' 
 so that all the proceedings in each cause or matter may appear &** 
 consecutively and in chronological order, with a short statement Ontar of 
 of the questions or points decided or ruled at every hearing, * a ^ 
 and no documents or proceedings are to be filed in the Chamber j. 73, f 
 of the Judge unless the Court by any general or special orders ^j " 
 otherwise directs. 
 
 146. (i) The file of proceedings shall be kept by 1 
 official receiver, and all orders, reports, exhibits, admissions,
 
 2I 4 
 
 APPENDIX II. 
 
 Memoran- 
 dum of 
 advertise- 
 ments. 
 Form 87. 
 
 memorandums, and office copies of affidavits, examinations, 
 depositions, and certificates, and all other documents relating 
 to the winding-up of any company, shall be placed on the file 
 by the official receiver or the liquidator, 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 who has been a director or officer of the 
 company, shall be entitled, at all reasonable times, to inspect 
 the file free of charge, and at his own expense to take copies 
 or extracts from any of the documents comprised therein, or 
 to be furnished 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 other- 
 wise as occasion may require. 
 
 147. (i) Whenever the London Gazette contains any 
 advertisement relating to any winding-up to which these Rules 
 apply, the liquidator shall file with the proceedings a memo- 
 randum 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 copy of the paper, and a memo- 
 randum referring to and giving the date of the advertisement 
 shall be placed on the file. 
 
 (3) For this purpose one copy of each local paper in which 
 any advertisement relating to any winding-up proceeding in 
 the Court is inserted, shall be left with the official receiver 
 by the person who inserts the advertisement. 
 
 (4) A memorandum under this Rule shall be primd facie 
 evidence that the advertisement to which it refers was duly 
 inserted in the issue of the Gazette or newspaper mentioned 
 in it. 
 
 Application 
 for release 
 [s. 22 of Act 
 of 1890]. 
 Forms 78 
 and 79. 
 
 Gazetting 
 release. 
 
 Release of Liquidator. 
 
 148. A liquidator, before making application to the Board 
 of Trade for his release, shall give notice of his intention so to 
 do to all the creditors who have proved their debts and to all 
 the contributories, and shall send with the notice a summary 
 of his receipts and payments as liquidator. 
 
 149. Where the Board of Trade have granted to a liqui- 
 dator his release, a notice of the order granting the . release 
 shall be gazetted. The liquidator shall provide the requisite
 
 COMPANIES (WINDING-UP) RULES. 2 I 5 
 
 stamp fee for the Gazette, which he may charge against the 
 company's assets. 
 
 Books to be kept and Returns made by Officers of Courts. 
 
 150. In the High Court the chief clerks of the Chancery Books to be 
 Division, and in the district registries of the High Court at ^flf,!^ O f 
 Liverpool and Manchester respectively the district registrars Courts 
 of the High Court, and in a Court other than the High Court of 
 
 the registrar or other officer of the Court whose duty it is to Forms 83 
 perform under direction of the Judge the duties which in the 
 County Court are performed by the registrar, shall keep books 
 according to the forms in the Appendix, and the particulars 
 given under the different heads in such books shall be entered 
 forthwith after each proceeding has been concluded. 
 
 151. The officers of the Courts whose duty it is to keep the Extracts to 
 books prescribed by these Rules shall make and transmit to the i^rdof 
 Board of Trade such information and returns as the Board Trade. 
 
 of Trade may from time to time require. 
 
 Gazetting. 
 
 152. All notices subsequent to the making by the Court of ^? D S 
 a winding-up order in pursuance of the Act or these Rules f orm 35. 
 requiring publication in the London Gazette, shall be gazetted 
 
 by the Board of Trade. 
 
 I 53- Where any winding-up order is amended, and also in Re-gzet- 
 any case in which any matter which has been gazetted has been 
 amended or altered, or in which a matter has been wrongly or 
 inaccurately gazetted, the Board of Trade shall re-gazette such 
 order or matter, with the necessary amendments and alterations, 
 in the prescribed form, at the expense of the company's assets, 
 or otherwise as the Board of Trade may direct. 
 
 Liquidators and Committees of Inspection. 
 
 154. (i) The remuneration of a liquidator shall, unless the R*mune. 
 Court shall otherwise order, be fixed by the committee of liqni d.tor. 
 inspection, and shall be in the nature of a commission or per- 
 centage, of which one part shall be payable on the amount 
 realised after deducting the sums (if any) paid to secured
 
 216 
 
 APPENDIX II. 
 
 Limit of re- 
 muneration. 
 
 Dealings 
 with assets. 
 
 Liquidator 
 not to 
 purchase 
 from his 
 employer or 
 partner with- 
 out Court's 
 sanction. 
 
 Committee 
 of inspection. 
 
 Costs of 
 
 obtaining 
 
 sanction. 
 
 creditors out of the proceeds of their securities, and the other 
 part on the amount distributed in dividend. 
 
 (2) If there is no committee of inspection the remuneration 
 of the liquidator shall be in accordance with the scale of per- 
 centage payable for realisations and distributions by the official 
 receiver as liquidator. 
 
 155. Except as provided by the Acts or these Rules, no 
 liquidator shall be entitled to receive out of the estate any 
 remuneration for services rendered to the company, except the 
 remuneration to which under the Acts and Rules he is entitled 
 as liquidator. 
 
 156. Neither the liquidator nor any member of the com- 
 mittee of inspection of a company shall, while acting as liqui- 
 dator or member of such committee, except by leave of the 
 Court, either directly or indirectly, by himself or any partner, 
 clerk, agent, or servant, become purchaser of any part of the 
 company's assets. Any such purchase made contrary to the 
 provisions of this Rule, may be set aside by the Court on the 
 application 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. 
 
 157. Where the liquidator carries on the business of the 
 company, he shall not, without the express sanction of the 
 Court, purchase goods for the carrying on of such business 
 from any person whose connection with the liquidator is of such 
 a nature as would result in the liquidator obtaining any portion 
 of the profit (if any) arising out of the transaction. 
 
 158. No member of a committee of inspection in a winding- 
 up shall, except under and with the sanction of the Court, 
 directly or indirectly, by himself or any employer, partner, 
 clerk, agent, or servant, be entitled to derive any profit from 
 any transaction arising out of the winding-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 appears to the Board of Trade that any profit 
 or payment has been made contrary to the provisions of this 
 Rule, they may disallow such payment or recover such profit, 
 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 preceding Rules, the cost of obtain-
 
 COMPANIES (WINDING-UP) RULES. 217 
 
 ing such sanction shall be borne by the person in whose interest 
 such sanction is obtained, and shall not be payable out of the 
 company's assets. 
 
 1 60. Where the sanction of the Court to a payment to a Sauctiou of 
 member of a committee of inspection for services rendered by ^"j^^f ' 
 him in connection with the administration of the company's committee of 
 assets is obtained, the order of the Court shall specify the m 
 nature of the services, and shall only be given where the ser- 
 vice performed is of a special nature. No payment shall under 
 
 any circumstances be allowed to a member of a committee for 
 services rendered by him in the discharge of the duties attach- 
 ing to his office as a member of such committee. 
 
 161. (i) Where a liquidator is appointed by the Court, the Discharge of 
 official receiver shall forthwith put the liquidator into posses- before assets 
 
 sion of all property of the company of which the official re- handed over 
 
 . i 11 to ' l( l ul - 
 
 ceiver may have custody ; provided that such liquidator shall ( i a tor. 
 
 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 properly 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 pay all fees, costs, and charges of the official 
 receiver which may not have been discharged by the liquidator 
 before being put into possession of the property of the com- 
 pany, and whether incurred before or after he has been put 
 into such possession. 
 
 (2) The official receiver shall be deemed to have a lien upon 
 the company's assets until such balance shall have been paid 
 and the other liabilities shall have been discharged. 
 
 (3) It shall be the duty of the official receiver, if so requested 
 by the liquidator, to communicate to the liquidator all such 
 information respecting the estate and affairs of the company 
 M* may be necessary or conducive to the due discharge of the 
 duties of the liquidator. 
 
 Official Receivers and Board of Trade. 
 
 162. (i) Judicial notice shall be taken of the appointment Appoint- 
 of the official receivers appointed by the Board of Trade. 
 
 (2) When the Board of Trade appoints any officer to act as
 
 218 
 
 APPENDIX II. 
 
 Removal. 
 
 Personal per- 
 formance of 
 duties. 
 
 Assistant 
 
 official 
 
 receivers. 
 
 Power of, 
 officers of 
 Board of 
 Trade and 
 official 
 receivers' 
 clerks in 
 certain cases 
 to act for 
 official 
 receivers. 
 Duties where 
 no assets. 
 
 Accounting 
 by official 
 receiver. 
 
 deputy for or in the place of an official receiver, notice thereof 
 shall be given by letter to the Court to which such official 
 receiver is or was attached. The letter shall specify the dura- 
 tion of such acting appointment. 
 
 (3) Any person so appointed shall, during his tenure of office, 
 have all the status, rights, and powers, and be subject to all 
 the liabilities of an official receiver. 
 
 163. (i) Where an official receiver is removed from his 
 office by the Board of Trade, notice of the order removing him 
 shall be communicated by letter to the Court to which the 
 official receiver was attached. 
 
 164. The Board of Trade may, by general or special direc- 
 tions, determine what acts or duties of the official receiver in 
 relation to the winding-up of companies are to be performed 
 by him in person, and in what cases he may discharge his 
 functions through the agency of his clerks or other persons in 
 his regular employ, or under his official control. 
 
 165. An assistant official receiver, appointed by the Board 
 of Trade, shall be an officer of the Court, like the official 
 receiver to whom he is assistant, and, subject to the directions 
 of the Board of Trade, he may represent the official receiver 
 in all proceedings in Court, or in any administrative or other 
 matter. Judicial notice shall be taken of the appointment of 
 an assistant official receiver, and he may be removed in the 
 same manner as is provided in the case of an official receiver. 
 
 1 66. In the absence of the official receiver any officer of the 
 Board of Trade, duly authorised for the purpose by the 
 Board of Trade, and any clerk of the official receiver duly 
 authorised by him in writing, may by leave of the Court act 
 on behalf of the official receiver, and take part for him in any 
 public or other examination and in any unopposed application 
 to the Court. 
 
 167. Where a company against whom a winding-up order 
 has been made has no available assets, the official receiver 
 shall not be required to incur any expense in relation to the 
 winding-up without the express directions of the Board of 
 Trade. 
 
 1 68. (i) Where a liquidator is appointed by the Court, the 
 official receiver shall account to the liquidator. 
 
 (2) If the liquidator is dissatisfied with the account, or any 
 part thereof, he may report the matter to the Board of Trade,
 
 COMPANIES (WIXDING-Ur) RULES. 219 
 
 who shall take such action (if any) thereon as it may deem 
 expedient. 
 
 (3) The provisions of these Rules as to liquidators and their 
 accounts shall not apply to the official receiver when he is 
 liquidator, but he shall account in such manner as the Board 
 of Trade may from time to time direct. 
 
 169. Where there is no committee of inspection any functions Official re- 
 of the committee of inspection which devolve on the Board of f or Board of 
 
 Trade may, subject to the directions of the Board, be exercised Trade where 
 .,.,. no committee 
 
 by the omcial receiver. of inspection. 
 
 170. An appeal in the High Court against a decision of the Appeals 
 Board of Trade, or an appeal to the Court from an act or 
 decision of the official receiver, shall be brought within twenty- official 
 one days from the time when the decision or act appealed 
 against is done, pronounced, or made. 
 
 171. (i) An application by the Board of Trade to the Applications 
 Court to examine on oath the liquidator or any other person, |"\ of Act, 3 
 pursuant to section 25 of the Companies (Winding-up) Act, of 1890. 
 1890, shall be made ex parte, and shall be supported by a 
 
 report to the Court, filed with the proceedings, stating the 
 circumstances in which the application is made. 
 
 (2) The report may be signed by any person duly authorised 
 to sign documents on behalf of the Board of Trade, and shall 
 for the purposes of such application be primd facie evidence of 
 the statements therein contained. 
 
 Special Manager. 
 
 IT 2. Every special manager shall account to the official Accent*, 
 receiver, and such special manager's accounts shall be verified 
 by affidavit, and when approved by the official receiver the 
 total of the receipts and payment shall be added to the official 
 receiver's accounts. 
 
 Attendance and Appearance of Parties, <C-c. 
 
 173. Every person for the time being on the list of con- Atten&&0 
 tributaries of the company, and every person whose proof has 
 been admitted, shall be at liberty, at his own expense, to 
 attend proceedings, and shall be entitled, upon payment of the 
 costs occasioned thereby, to have notice of all such proceedings 
 as he shall by written request desire to have notice of ; but if
 
 22O 
 
 APPENDIX II, 
 
 Solicitor of 
 liquidator. 
 
 the Court shall be of opinion that the attendance of any such 
 person upon any proceedings has occasioned any additional 
 costs which ought not to be borne by the funds of the com- 
 pany, he may direct such costs, or a gross sum in lieu thereof, 
 to be paid by such person ; and such person shall not be entitled 
 to attend any further proceedings until he has paid the same. 
 174. Where the attendance of the liquidator's solicitor is 
 required on any proceeding in Court or Chambers, the liqui- 
 dator need not attend in person, except in cases where his 
 presence is necessary in addition to that of his solicitor, or the 
 Court directs him to attend. 
 
 Board of 
 Trade 
 orders, &c. 
 
 Enlargement 
 or abridg- 
 ment of time. 
 
 .Formal 
 defect not 
 to invalidate 
 proceedings. 
 
 Application 
 of existing 
 procedure. 
 
 Miscellaneous Matters. 
 
 175. The Board of Trade may from time to time issue 
 general orders or regulations for the purpose of regulating 
 any matters under the Act or these Rules which are of an 
 administrative and not of a judicial character. Judicial 
 notice shall be taken of any general orders or regulations 
 which are printed by the Queen's printers, and purport to be 
 issued under the authority of the Board of Trade. 
 
 176. The Court may, in any case in which it shall see fit, 
 extend or abridge the time appointed by these Rules or fixed 
 by any order of the Court for doing any act or taking any 
 proceeding. 
 
 177. (i) No proceeding under the Acts shall be invalidated 
 by any formal defect or by any irregularity, unless the Court 
 before which an objection is made to the proceeding is of 
 opinion that substantial injustice has been caused by the 
 defect or irregularity, and that the injustice cannot be remedied 
 by any order of that Court. 
 
 (2) No defect or irregularity in the appointment or election 
 of a receiver, liquidator, or member of a committee of inspec- 
 tion, shall vitiate any act done by him in good faith. 
 
 178. In all proceedings in or before the Court, or any judge 
 or oflicer thereof, or over which the Court has jurisdiction 
 under the Acts and Rules, where no other provision is made by 
 the Acts or these Rules, the practice, proceeding, 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,
 
 COMPANIES (WIXDIXG-UP) RULES. 221 
 
 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. 
 
 179. The provisions of Rule 2 of the Rules of the Supreme Petitions in 
 Court, 1887, relating to petitions in the district registries of ^"^a^ 
 Liverpool and Manchester, shall apply to petitions presented cheater 
 
 in those registries under the Acts and these Rules. registries. 
 
 1 80. The Rules contained in the General Order of the Court Kules under 
 of Chancery of 1862 and the forms prescribed by such Rules, ^2 and 
 shall from and after the commencement of these Rules cease to ! lot to a PPy 
 
 in conipul- 
 
 have effect or apply in the winding-up of any company wound sory wind- 
 up under the order of the Court where the winding-up order ^' 
 is made after the 3ist of December, 1890. 
 
 (Signed) HALSBURY, C. 
 I concur. 
 
 (Signed) M. HICKS BEACH, 
 
 President of the Board of Trade. 
 The 29th of November, 1890.
 
 222 APPENDIX II. 
 
 CONTENTS OF APPENDIX. 
 
 NO. 
 
 Advertisement of Appointment of Liquidator . . -36 
 of intended Call . . . . .60 
 
 of Meeting of Committee of Inspection . 55 
 
 of Petition . . . . . .16 
 
 Affidavit by Special Manager verifying Account . . 85 
 in support of Application for Order for Payment 
 
 of Call. ....... 63 
 
 of Liquidator in support of Proposal for Call . 59 
 of Postage of Notices of Meeting . . .27 
 ,, of Service of Notice to Contributory . -5 
 
 of Service of Order for Payment of Call . -65 
 ,, of Service of Petition on Liquidator . . 15 
 
 of Service of Petition on Members, Officers, or 
 
 Servants ....... 14 
 
 verifying Account of unclaimed and undistri- 
 buted Funds 82 
 
 verifying Liquidator's Account . . -77 
 
 verifying Liquidator's Trading Account . .81 
 verifying Petition . . . . . .17 
 
 Application by Liquidator to Board of Trade for release . 79 
 ,, to Board of Trade to authorise special Bank 
 
 Account ....... 43 
 
 Appointment of Shorthand Writer to take Examination . 5 
 Authority to act as Chairman of Meeting and use Proxies 25 
 Certificate and Request by Committee of Inspection as to 
 
 Investment of Funds ..... 84 
 
 by Committee of Inspection as to Audit of 
 
 Liquidator's Accounts . . . .76 
 
 of Liquidator of Final Settlement of List of 
 
 Contributories . . . . . -47 
 
 ,, of Postage of Notices (General) . . .28 
 that Liquidator or Special Manager has given 
 
 Security ....... 35 
 
 of Taxation . . . . . . . 10 
 
 Declaration of Shorthand Writer ..... 6 
 
 General Title (County Court) ...... 2
 
 COMPANIES (WIN DING-UP) RULES. 223 
 
 NO. 
 
 General Title (High Court) i 
 
 List of Contributories to be made out by Liquidator . 45 
 
 of Creditors assembled to be used at every Meeting . 31 
 
 Memorandum of Adjournment of First or other Meeting ."9 
 
 of Advertisement or Gazetting . . 87 
 
 of Proceedings at Adjourned First Meeting 
 
 (no Quorum) . -3 
 
 Notes of Public Examination where Shorthand Writer 
 
 appointed ..... -7 
 
 of Public Examination where Shorthand Writer 
 
 not appointed . 
 Notice by Liquidator requiring Payment of Money or 
 
 delivery of Books, &c., to Liquidator . 53 
 
 of Call sanctioned by Committee of Inspection to 
 
 be sent to Contributory . -57 
 
 ,, of Dividend . 7 2 
 
 of Meeting (General) . 
 of Order to Wind-up (for Local Paper) 
 of Rejection of Proof of Debt . 
 
 of Transfer of Proceedings to Board of Trade and 
 
 official receiver 
 
 to be served with Order sanctioning a Call . 
 to Contributories of appointment to settle List of 
 
 Contributories .... 4* 
 
 to Contributory of final settlement of List of 
 
 Contributories, and that his Name is included . 48 
 to Contributories of First Meeting . *3 
 
 to Creditors of First Meeting . 
 to Creditors and Contributories of intention t 
 
 apply for release 
 
 to Creditors of intention to declare Dividend 
 " to Pei-sons claiming to be Creditors of inte: 
 
 to declare Final Dividend . 
 to Directors, ic., to attend First Meeting . 
 to each Member of Committee of Inspecti 
 
 Meeting for sanction to proposed Call 
 Notices for London Gazette 
 Order appointing Liquidator 
 appointing Official Receiver as Provisional 
 dator after presentation of Petition, and 1 
 Order to Wind-up .
 
 224 APPENDIX II. 
 
 NO. 
 
 Notice appointing Time for Public Examination . . 38 
 directing Public Examination . . . -37 
 ,, sanctioning a Call . . . . . .61 
 
 for payment of Call ...... 64 
 
 for Winding-up by the Court . . . .18 
 
 ,, for Winding-up subject to Supervision . 19 
 
 of Board of Trade for Special Bank Accoimt . 44 
 of Court that Examination concluded . . .40 
 of Transfer ... . . . . .3 
 
 ,, on Application to vary List of Contributories . 52 
 Petition . . . . . . . . .12 
 
 by unpaid Creditor on simple Contract . -13 
 Proof of Debt (General) . . . . . .66 
 
 ,, ,, of Workmen ...... 67 
 
 Proxy, General . . . . . . . -73 
 
 Special ........ 74 
 
 Register to be kept by Taxing Officer . . . .11 
 
 ,, of Winding-up Orders to be kept in the Courts . 88 
 of Petitions to be kept in the Courts . . .89 
 Report of result of Meeting of Creditors or Contribu- 
 tories ........ 32 
 
 to Court where Person examined refuses to 
 
 answer . . . . . . -39 
 
 Request by Committee of Inspection to Board of Trade to 
 sell Securities . . . . . . -, ' . 83 
 
 Resolution of Committee of Inspection sanctioning Call . 56 
 Return by Taxing Officer ^ . 4 . . . 9 
 Schedule referred to in Form 50 *.''". . .51 
 Statement of Account (Liquidator's) . . . -75 
 of Affairs . . . . . -33 
 
 to accompany Notice of Application for Re- 
 lease ... ... 71 
 
 Summons for intended Call . . . . . .58 
 
 ,, for Persons to attend at Chambers to be ex- 
 amined ....... 42 
 
 Supplemental List of Contributories . . . -49 
 
 Trading Account (Liquidator's) 80 
 
 Warrant against Person who fails to attend Examination 41
 
 COMPANIES (WIXDING-UP) RULES. 
 
 APPENDIX. 
 FORMS. 
 
 No. i. 
 General Title (High Court). 
 
 In the High Court of Justice 189 . [//ere 
 
 state letter and number.] 
 Chancery Division, 
 Mr. Justice 
 
 In the matter of the Companies Act, 1862 to 1890, 
 and 
 
 In the matter of the (a) 
 
 Company Limited. () insert 
 
 full uauiit nf 
 company. 
 
 No. 2. 
 General Title (County Court). 
 
 In the County Court of , holden at 
 
 In the matter of the Companies Acts, 1862 to 1890, 
 
 and 
 In the matter of the (a) Company Limited. () Insert 
 
 full until* of 
 
 No. 3. 
 ORDER OF TRANSFER. 
 
 (Title.) 
 
 Upon the application of (a) 
 hearing 
 
 i (n) Name of 
 
 and uixm A ,y icauU 
 
 and upon reading ( 6 ) c ,. urt 
 ... , from which 
 
 it is ordered that t ho transfer 
 
 the said proceedings be transferred from the (6) Court " J^,^ 1 ';., 
 
 to the (c) Court. which the 
 
 , . a tninnfer is !> 
 
 Dated this day of 1 89 . ^
 
 226 APPENDIX II. 
 
 No. 4. 
 
 NOTICE OF TRANSFER OF PROCEEDINGS TO THE BOARD OF 
 TRADE AND OFFICIAL RECEIVER. 
 
 (Title.} 
 
 The proceedings in the winding-up of the above-named 
 company have been, by order dated the 18 ,. 
 
 transferred to this Court from the [High Court] or [the County 
 Court of , hold en at , or as the case 
 
 may be] and have had the above letter and number allotted to. 
 them. The letter and number before transfer were 
 
 Dated this day of 189 . 
 
 No. 5. 
 APPOINTMENT OF SHORTHAND WRITER TO TAKE EXAMINATION. 
 
 (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, 1890. 
 
 Dated this day of 189 . 
 
 No. 6. 
 
 DECLARATION BY SHORTHAND WRITER. 
 (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 will deliver true and faithful transcripts, 
 thereof as the Court may direct. 
 
 Dated this day of 189 '. 
 
 [Declared before me at the time and 
 place above mentioned.]
 
 COMPANIES (WINDING UP) RULES. 227 
 
 No. 7. 
 
 NOTES OF PUBLIC EXAMINATION WHERE A SHORTHAND 
 WRITER is APPOINTED. 
 
 (Title.) 
 
 Public examination of (a). (a) Mr. 
 
 Before at the Court f n oflk :y r 
 
 [or as thf ca ;e 
 
 this day of 189 . may H of 
 
 The above-named , being sworn and examined at the uamed Coin- 
 
 time and place above mentioned, upon the several questions P* 11 )'- 
 following being put and propounded to him, gave the several 
 answers thereto respectively following each question, that is to 
 say: 
 
 A. 
 
 These are the notes of the public examination referred to 
 in the memorandum of public examination of , 
 
 taken before me this day of 189 . 
 
 No. 8. 
 
 NOTES OP PUBLIC EXAMINATION WHERE SHORTHAND WRITER 
 IS NOT APPOINTED. 
 
 (Title.) 
 
 Public examination of (a). (a) Mr. 
 
 Before at the Court '^1 
 
 this day Of 189 . mnybt}ot 
 
 The above-named , being sworn and examined 
 
 at the time and place above-mentioned, upon his oath saith as 
 follows : 
 
 A. 
 
 These are the notes of the public examination referred to in 
 the memorandum of public examination of , 
 
 taken before me this day of 189 .
 
 228 
 
 APPENDIX II. 
 
 () Name 
 Co 
 
 of Court. 
 
 No. 9. 
 RETURN BY TAXING OFFICER. 
 
 In the (a) 
 
 Beturn of Bills taxed during the year ending 
 day of , 189 . 
 
 
 The Companies Acts. 
 
 Number of 
 Kills 
 taxed. 
 
 Gross 
 amount of 
 Bills. 
 
 Amount 
 disallowed 
 on Taxa- 
 tion. 
 
 Net 
 amount 
 allowed. 
 
 
 Solicitors' bills 
 
 
 
 
 
 Accountants' bills . 
 
 
 
 
 
 Auctioneers' bills . 
 
 
 
 
 
 High Bailiffs' bills 
 
 
 
 
 
 Brokers' and other per- 
 sons' bills . 
 
 Totals . 
 
 
 
 
 
 
 
 (Signed) 
 Date 189 . 
 
 No. 10. 
 CERTIFICATE OF TAXATION. 
 
 (Title.) 
 
 I hereby certify that I have taxed the bill of costs [or 
 charges] [or expenses] of Mr. C. D. [here state capacity in which 
 employed or engaged] [where necessary add " pursuant to an 
 order of the Court dated the day of 189 "], 
 
 and have allowed the same at the sum of pounds 
 
 shillings and pence [where necessary 
 
 add " which sum is to be paid to the said C. D. by 
 as directed by the said order "]. 
 
 Dated this day of 189 . 
 
 Taxing Master [or Registrar].
 
 COMPANIES (WIXDING-UP) RULES. 
 
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 Name of Company. 
 
 . _
 
 230 
 
 APPENDIX II. 
 
 (a) State 
 name of 
 Court, and in 
 the High 
 Court the 
 Division and 
 Judge. 
 
 (6) [or as 
 the case may 
 be.'] 
 
 (c) Insert 
 title of Court. 
 
 ( d) Insert 
 full name, 
 title, &c., of 
 petitioner. 
 
 (e) State 
 the full ad- 
 dress of the 
 registered 
 office, so as 
 sufficiently to 
 show the dis- 
 trict in which 
 it is situate. 
 
 (/) This 
 note will be 
 unnecessary 
 if the company 
 is petitioner. 
 
 (a) State 
 consideration 
 for the debt, 
 with particu- 
 
 No. 12. 
 
 PETITION. 
 
 189 . [Here state letter and number .] 
 In the (a) 
 
 In the matter of the Companies Acts, 1862 to 1890, 
 
 and 
 
 In the matter of the Company, Limited (6). 
 
 To(c) 
 The humble petition of (d) showeth as follows : 
 
 1 . The Company, Limited (hereinafter called 
 the company) was in the month of incorporated 
 under the Companies Acts. 
 
 2. The registered office of the company is at (e) 
 
 3. The nominal capital of the company is 
 
 divided into shares of each. The amount of 
 
 the capital paid up or credited as paid up is 
 
 4. The objects for which the company was established are 
 as follows : 
 
 To 
 
 and other objects set forth in the memorandum of 
 association thereof. 
 
 [Here set out in paragraphs the facts on which the petitioner 
 relies, and conclude as follows] : 
 
 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. 
 NOTE. (f) It is intended to serve this petition on 
 
 No. 13. 
 
 PETITION BY UNPAID CREDITOR ox SIMPLE CONTRACT. 
 (Title as in No. 12.) 
 
 Paragraphs i, 2, 3, and 4 as in No. 12. 
 
 j 5. The company is indebted to your petitioner in the sum 
 \t for (a) 
 
 I 6. Your petitioner has made application to the company for
 
 COMPANIES (WINDL\;-l-p) RULES. 33 I 
 
 payment of his debt, but the company has failed and neglected lar* M as t.. 
 to pay the same or any part thereof. -stablis]i that. 
 
 7. The company is [insolvent and] unable to pay its debts, claimed is ,lu.. 
 
 8. In the circumstances it is just and equitable that the 
 company should be wound up. 
 
 Your petitioner therefore, tc. [as in No. 12]. 
 
 No. 14. 
 
 AFFIDAVIT OF SERVICE OF PETITION ox MEM HERS, OFFICERS, 
 OR SERVANTS. 
 
 (Title.) 
 
 In the matter of a petition dated 
 
 1 > of , make 
 
 oath and say : 
 
 1. [In the case of service of petition on a member, officer, or 
 servant at the registered office, or if no registered office at the prin- 
 cipal or last known principal place of business of the company.] 
 
 That I did on day, the day of 
 
 ,189 , serve [name and description] a member (or 
 officer) (or servant) of the said company 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 [office or place of business as aforesaid], before the 
 hour of in the noon. 
 
 2. [In the case of no member, officer, or servant of t/ie com- 
 pany being found at the registered offices or place of busiiieat.] 
 
 That I did on day, the , day of 189 , 
 
 having failed to find any member, officer, or servant of the 
 above-named company at [here state registered office or place <>f 
 business], leave there a copy of the above-mentioned petition, 
 duly sealed with the seal of the Court, before the hour of 
 in the noon [add with ichom sucfi sealed copy ica* 
 
 left, or where, e.g. ; affixed to door of offices, or placed in letter- 
 box, or otherwise] 
 
 3. [In the case of directions by the Court as to tlte member or 
 members of the company to be served.] 
 
 That I did on day, the day of , 189 , 
 
 serve [name or names and description] with a copy of the 
 above-mentioned petition, duly sealed with the seal of the 
 Court, by delivering the same personally to the said
 
 2^2 
 
 , at 
 
 APPENDIX II. 
 before the hour of 
 
 in the 
 
 4. A sealed copy of the said petition is hereunto annexed. 
 Sworn at, &c. 
 
 No. 15. 
 
 AFFIDAVIT OF SERVICE OF PETITION ON LIQUIDATOR. 
 (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 , 189 , 
 
 serve [name and description] the liquidator of the above-named 
 company with a copy of the above-mentioned petition, duly 
 sealed with the seal of the Court, by delivering the same per- 
 sonally to the said , at [pZace] before the hour 
 
 of in the noon. 
 
 A sealed copy of the said petition is hereunto annexed. 
 
 Sworn at, &c. 
 
 (w) Insert 
 name of com- 
 pany. 
 
 0) If the 
 
 winding- up is 
 to be subject 
 to supervision, 
 insert instead 
 of ' by " the 
 words " subject 
 to the super- 
 vision of.'' 
 
 No. 1 6. 
 ADVERTISEMENT OF PETITION. 
 
 In the matter of the Companies Acts, 1862 to 1890, 
 
 and 
 
 In the matter of the (a) Company. 
 
 Notice is hereby given, that a petition for the winding-up 
 of the above-named company by (6) the High Court of Justice 
 [or the County Court of ] holden at 
 
 [or, as the case may be], was, on the day of , 
 
 189 , presented to the said Court by the said company [or, by 
 A. B., of , a creditor [or contributory] of the said 
 
 company] [or, as the case may be\. And that the said petition 
 is directed to be heard before the Court sitting at 
 
 on the day of , 189 ; and 
 
 any creditor or contributory of the said company desirous to 
 oppose the making of an order for the winding-up of the said 
 company under the above Acts, should appear at the time of
 
 COMPANIES (WINDING-UP) RULES. 233 
 
 hearing by himself or (c) his counsel for that purpose ; and a ^ (<) In tin- 
 copy of the petition will be furnished to any creditor or con- a(1( j I f lis 
 tributory of the said company requiring the same by the solicitor or " 
 undersigned on payment of the regulated charge for the same. 
 C. and D., of, &c. [agents for E. and F.. of, &c.] 
 Solicitors for the petitioner. 
 
 No. 17. 
 
 AFFIDAVIT VERIFYING PETITION. 
 (Title.) 
 
 I, A. .5., of, &c., make oath and say, that such of the state" 
 ments in the 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 statements as relate to the acts 
 and deeds of any other person or persons I believe to be true- 
 
 Sworn, &c. 
 
 No. 1 8. 
 
 ORDER FOR WINDING-UP BY THE COURT. 
 day of , 189 . 
 
 (Title.) 
 
 Upon the petition of the above-named company [or .-I. /?.. 
 of &c., a creditor \ar contributory] of the above-named com- 
 pany], on the day of , 189 , preferred unto 
 the Court, and upon hearing for the petitioner, and 
 f or , and upon reading the said petition, 
 an affidavit of (the said petitioner), filed, <fcc.," verifying the 
 said petition, an affidavit of L. M., filed the 
 
 ,189 , the London, Gazette of the 
 of , 189 , the newspaper of the 
 
 day of [enter any other papers], each containing a 
 
 advertisement of the said petition [enter any other endenee], tt 
 Court doth order that the .'said 
 wound up by this Court under the provisions of the Gompai 
 
 ,.i,./\ , tlie (a) >MII 
 
 Acts, 1862 to 1890, and that (a) of ofifci.1 
 
 official receiver attached to this Court, be constituted provi- Mfle|wf . 
 sional liquidator of the affairs of the company 
 
 NOTE .-A. B., being a of the company,
 
 234 
 
 APPENDIX II. 
 
 (/>) Insert 
 the place at 
 which attend- 
 ance is 
 required. 
 
 is hereby required to attend at the office of the official 
 receiver at (5) 
 
 The official receiver's offices are open every week-day from 
 10 A.M. to 4 P.M., except days, when they close at 
 
 P.M. 
 
 No. 19. 
 
 ORDER FOR WINDING-HP SUBJECT TO SUPERVISION. 
 day, the day of 18 . 
 
 (Title.} 
 
 Upon the petition, etc., this Court doth order that the 
 voluntary winding-up of the said company be continued, but 
 subject to the supervision of this Court ; and any of the pro- 
 ceedings under the said voluntary winding-up may be adopted 
 as the Judge shall think fit. And the creditors, contributories, 
 and liquidators of the said company, and all other persons 
 interested, are to be at liberty to apply to the Judge at Cham- 
 bers as there may be occasion. 
 
 () Insert 
 full title of 
 company. 
 
 (6) Insert 
 name of Court 
 which made 
 the order. 
 
 (V) State 
 address of 
 official 
 receiver's 
 office. 
 
 No. 2O. 
 
 NOTICE OF ORDER TO WIND UP [FOR LOCAL PAPER]. 
 
 In the matter of the (a) company. 
 
 Notice is hereby given, that by an order made by the (b) 
 
 in the above matter, dated 
 
 the day of , 189 , on the petition of the 
 
 above-named company [or A. E., of ]. It was 
 
 ordered that, &c. [as in Order]. 
 
 Notice is also hereby given, that the first meeting of 
 creditors will be held 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) .
 
 COMPANIES (WINDIXG-UP) RULES. 
 
 No. 21. 
 
 ORDER APPOINTING THE OFFICIAL EECEIVER AS PROVISIONAL 
 LIQUIDATOR AFTER PRESENTATION OF PETITION, AND 
 BEFORE ORDER TO WIND UP. 
 
 the day of , 189 . 
 
 (Title.} 
 
 Upon the application, <fcc., and upon reading, &c., the Court 
 doth hereby appoint Mr. , the official receiver 
 
 attached to the Court, to be provisional liquidator of the 
 above-named company. And the Court doth hereby limit 
 and restrict the powers of the said official receiver as provi- 
 sional liquidator to the following acts, that is to say [describe 
 the acts which the provisional liquidator is to be authorised to 
 do and the property of ichich he is to take possession}. 
 
 No. 22. 
 NOTICE TO CREDITORS OF FIRST MEETING. 
 
 (Title.} 
 (Under the order for winding-up the above-named company, 
 
 dated the day of ,189 .) 
 
 Notice is hereby given, that the first meeting of creditors in 
 the above matter will be held at on the 
 
 day of , 189 , at o'clock in the noon. 
 
 To entitle you to vote thereat, your proof must be lodged 
 with me not later than o'clock on the 
 
 of , 189 . 
 
 Forms of proof and of general and special proxies are en- 
 closed 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. 
 
 Address. 
 
 (The statement of the company's affairs (a) (fl ) iiere 
 
 inwrt hn 
 
 NOTE. 
 
 At the first meetings of the creditors and contributories they 
 may amongst other things :
 
 236 
 
 APPENDIX II. 
 
 1. By resolution determine whether or not an application is 
 to be made to the Court to appoint a liquidator in place of the 
 official 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 liquidator, and who are to be the 
 members of the committee if appointed. 
 
 NOTE. If a liquidator is not appointed by the Court, the 
 official receiver will be the liquidator. 
 
 () llere 
 insert " has 
 not been 
 lodged," or 
 " has been 
 lodged, and 
 summary is 
 enclosed." 
 
 No. 23. 
 
 NOTICE TO CONTRIBUTORIES OF FlRST MEETING. 
 
 (Title.) 
 
 Notice is hereby given that the first meeting of the contri- 
 butories 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 herewith. 
 Proxies to be used at the meeting must be lodged with me not 
 later than o'clock on the day of 
 
 189 . 
 
 Dated this day of 189 . 
 
 Official Receiver. 
 (The Company's statement of affairs (a) .) 
 
 NOTE. 
 
 At the first meetings of creditors and contributories they 
 may amongst other things : 
 
 1. By resolution determine whether or not an application 
 shall be made to the Court to appoint a liquidator in place of 
 the official 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 liquidator, and who are to be the 
 members of the committee of inspection. 
 
 NOTE. If a liquidator is not appointed by the Court the 
 official receiver will be the liquidator.
 
 COMPANIES (WINDING-UP) KULES. 337 
 
 No. 24. 
 
 NOTICE TO DIRECTORS AND OFFICERS OF COMPANY TO ATTEND 
 FIRST MEETING OF CREDITORS OR CONTRIBUTORS. 
 
 (Title.} 
 
 Take notice that the first meeting of creditors [or contri- 
 butories] will be held on the day of 
 
 l8 9 > at o'clock at (a) , and that () Hen- in- 
 
 you are required to attend thereat, and give such information sc , rt P lacc 
 
 ,-, , . . where mectiug 
 
 as the meeting may require. will be held. 
 
 Dated this day of 189 . 
 
 To (b) . Official Receiver. (ft) Insert 
 
 name of JHTSOU 
 required to 
 attend. 
 
 No. 25. 
 
 AUTHORITY TO DEPUTY TO ACT AS CHAIRMAN OF MEETING 
 AND USE PROXIES. 
 
 (Title.) 
 
 I, , the official receiver of 
 
 do hereby nominate Mr. of 
 
 to be the chairman of the first meeting of creditors [or coutri- 
 butories] in the above matter, appointed to be held at 
 on the day of 189 , 
 
 and I depute him, (a) to attend such meeting (a) Hn 
 
 and use, on my behalf, any proxy or proxies held by me in this j^^ii 5,,"^. 
 
 matter. employment 
 
 TV . j , r . i < o or uui "' r m >' 
 
 Dated this day of 189 . official control, 
 
 Official Receiver. 
 
 of the 
 Hoard of 
 Trade." 
 
 Xo. 26. 
 
 NOTICE OF MEETING [GENERAL FORM]. 
 (Title.) 
 
 Take notice that a meeting of creditors [or contributories] 
 in the above matter will be held at on the 
 
 day of , 189 , at o'clock in the 
 
 noon.
 
 2 3 8 
 
 APPENDIX II. 
 
 (a) [Here 
 insert purpose 
 for which 
 meeting 
 called.] 
 
 (6) "Liqui- 
 dator " or 
 " Official 
 Receiver." 
 
 Agenda, 
 (a) 
 
 Dated this day of 189 . 
 
 (Signed) (b) 
 
 Forms of general and special proxies are enclosed herewith. 
 Proxies to be used at the meeting must be lodged not later 
 than o'clock on the day of ,. 
 
 189 . 
 
 (a) State 
 the description 
 of the de- 
 ponent. 
 
 (6) Insert 
 here "general" 
 or "ad- 
 journed 
 general " 
 or "first" 
 meeting of 
 creditors [or 
 contributories 
 as the case may 
 be\. 
 
 No. 27. 
 
 AFFIDAVIT OF POSTAGE OF NOTICES OF MEETING. 
 (Title.) 
 
 I, , a (a) , make oath, 
 
 and say as follows : 
 
 1. That I did on the day of 
 
 189 , send to each creditor mentioned in the company's, 
 statement of affairs [or to each contributory mentioned in the- 
 register of members of the company] a notice of the time andj 
 the place of the (b) in the form hereunto annexed 
 
 marked "A." 
 
 2. That the notices for creditors were addressed to the said 
 creditors respectively, according to their respective names 
 and addresses appearing in the statement of affairs of the 
 company. 
 
 3. That notices for the contributories were addressed to the 
 contributories respectively according to their respective names, 
 and addresses appearing in the register of the company. 
 
 4. That I sent the said notices by putting the same prepaid^ 
 into the post office at before the hour of 
 
 o'clock in the noon on the said day. 
 
 Sworn, &c. 
 
 No. 28. 
 
 CERTIFICATE OF POSTAGE OF NOTICES (GENERAL). 
 (Title.) 
 
 a clerk in the office of the official receiver, hereby certify :
 
 COMPANIES (WINDING- UP) RULES. 239 
 
 i. That I did on the day of 
 
 189 , send to (a) ( ) Each 
 
 a notice of the time and the place of the first meeting, or (6) SSSTnS" 
 
 in the form hereunto annexed statement of 
 
 TYiflrWl " A " affaire, or each 
 
 marked A. contributory 
 
 Paragraphs 2, 3, and 4 as in No. 27. mentioned in 
 
 the lU-gister 
 Signature of Members of 
 
 Dated the Com P n y. 
 
 or as the cote 
 man be. 
 
 (&)" Ageue- 
 ral meeting," 
 or "adjourned 
 
 No. 29. geuenU meet- 
 
 iug," or an tlif 
 
 MEMORANDUM OF ADJOURNMENT OF FIRST OR OTHER 
 MEETING. 
 
 (Title.} 
 
 Before at on the day of 
 
 * 
 
 189 , at o'clock. 
 
 Memorandum. The (a) meeting of (b) 
 
 V ' O \ / ( a ) "K lra t 
 
 in the above matter was held at the time and place above < as the / 
 mentioned ; but it appearing that (c) the meeting nut ?i,\ i,, 8or t 
 
 was adjourned until the clay of 189 , at "creditors" or 
 
 o'clock in the noon, then to be held at the same tone*" a* thr 
 
 place. cai "' mt "J '*" 
 
 r,, . (O H >r " 
 
 Chairman. 8 tio reason 
 
 for adjonrn- 
 nn-nt. 
 
 No. 30. 
 
 MEMORANDUM OF PROCEEDINGS AT ADJOURNED FIRST 
 MEETING (No quorum). 
 
 (Title.) 
 
 Before at on the day of 
 
 189 , at o'clock. 
 
 Memorandum. The adjourned meeting of (a) ** j ni(elt 
 
 in the above matter was held at the time and place above- " 
 mentioned ; but it appearing that there was not a quoi-um of "" 
 
 (a) qualified to vote present or repre- "* *<v br - 
 
 sented, no resolution was passed, and the meeting was not 
 further adjourned. 
 
 Chairman.
 
 240 
 
 APPENDIX II. 
 
 () Or "cou- 
 tributories." 
 
 (6) In case 
 of contribu- 
 tories insert 
 " number of 
 shares." 
 
 No. 31. 
 
 LIST OF CREDITORS (a) ASSEMBLED TO BE USED AT 
 EVERY MEETING. 
 
 (Title.} 
 
 Meeting held at this day of 
 
 189 . 
 
 1 
 ,.- , Names of creditors (a) present or 
 represented. 
 
 Amount ol 
 Proot (6) 
 
 I 
 
 
 
 
 2 
 
 
 
 
 3 
 
 
 
 
 4 
 
 
 
 
 5 
 
 
 
 
 6 
 
 
 
 
 7 
 
 
 
 
 ( Total number of creditors ) 
 j 1 (a) present or represented / 
 
 No. 32. 
 
 REPORT OF RESULT OF MEETING OF CREDITORS OR 
 CONTRIBUTORIES. 
 
 In the matter, &c. 
 
 I, A. B., the official receiver of the Court [or as the case may 
 be] chairman of a meeting of the creditors [or contributories] 
 of the above-named company, summoned by advertisement [or 
 notice] dated the day of , 189 , 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 said meeting was attended, either personally or by 
 proxy, by creditors whose proofs of debt against the 
 
 said company were admitted for voting purposes, amounting
 
 COMPANIES (WINDING-UP) RULES. 
 
 in the whole to the value of [or by 
 
 contributories, holding in the whole shares in the said 
 
 company, and entitled respectively by the regulations of the 
 company to the number of votes hereinafter mentioned]. 
 
 The question submitted to the said meeting was, whether 
 the creditors [or contributories] of the said company wished 
 that [here state proposal submitted to the meeting], 
 
 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 contributories] voted in 
 favour of the said proposal being adopted : 
 
 2 4 l 
 
 Name of Creditor 
 [or Contributory]. 
 
 Address. 
 
 Value of Debt 
 
 [or Number of 
 Shares]. 
 
 Number of Votes 
 conferred on each 
 Contributory by 
 the Iterations of 
 the Company. 
 
 
 
 
 
 The undermentioned creditors [or contributories] voted 
 against the said proposal being adopted : 
 
 Name of Creditor 
 [or Contributory]. 
 
 Address. 
 
 Value of Debt 
 [or Number of 
 Shares]. 
 
 Number of Vote* 
 conferred on each 
 Contributory by 
 the Regulation* of 
 the Company. 
 
 
 
 
 
 Dated this day of 189 . 
 
 (Signed) U. T., 
 
 Chairman. 
 
 Q
 
 242 
 
 APPENDIX II. 
 
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 244 
 
 APPENDIX II. 
 
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 COMPANIES (WINDING-IT) RULES. 
 
 245 
 
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 246 
 
 APPENDIX II. 
 
 So 
 
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 COMPANIES (WINDING-IT) RULES. 
 
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 248 
 
 APPENDIX II. 
 
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 249 
 
 
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 APPENDIX II. 
 
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 COMPANIES (WIXDING-UP) KULES. 
 
 251 
 
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 .2 C 2 
 
 APPENDIX II. 
 
 LIST "H." 
 PROPERTY. 
 
 Full particulars of every description of property not in- 
 cluded in any other list, are to be set forth in this list. 
 
 State particu- 
 lars. 
 
 State particu- 
 lars. 
 
 Full Statement and Nature of Property. 
 
 Estimated to produce. 
 
 
 
 
 s. 
 
 d. 
 
 (a) Cash at bankers ..... 
 
 
 
 
 (&) Cash in hand ..... 
 
 
 
 
 (c) Stock in trade, at [estimated 
 
 
 
 
 cost, ] 
 
 
 
 
 (d) Machinery, at .... 
 
 
 
 
 (e) Trade fixtures, fittings, office furniture, 
 
 
 
 
 utensils, &c. .... 
 
 
 
 
 ( /") Investments in stocks or shares . 
 
 
 
 
 (g) Loans for which mortgage or other 
 
 
 
 
 security held .... 
 
 
 
 ' 
 
 (7t) Other property, viz. : 
 
 
 
 
 Signature 
 Dated 
 
 189 .
 
 COMPANIES (WINDING-UP) RULES. 
 
 253 
 
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 254 
 
 APPENDIX II. 
 
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 6
 
 COMPANIES (WINDING-UP) RULES. 
 
 255 
 
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 256 
 
 APPENDIX II. 
 
 " L." 
 LIST OF FOUNDERS' SHARES. 
 
 Register 
 No. 
 
 Name and Address of 
 Shareholder. 
 
 Nominal 
 Amount 
 ol Share. 
 
 No. of 
 Shares 
 held. 
 
 Amount 
 per Share 
 called up. 
 
 Total 
 Amount 
 called up. 
 
 
 - 
 
 
 
 
 
 
 
 
 
 Signature 
 Dated 189 .
 
 COMPANIES ( WIXDIXG-U1') RULES. 
 
 257 
 
 " M." 
 LIST OK ORDINARY SHARES. 
 
 Register 
 Xo. 
 
 Name and Address of 
 Shareholder. 
 
 Nominal 
 Amount 
 of Share. 
 
 No. of 
 Shares 
 held. 
 
 Amount 
 per Share 
 called up. 
 
 Total 
 Amount 
 called up. 
 
 
 
 
 
 
 
 
 
 
 
 Signature 
 Dated 
 
 X." 
 LIST OF PREFERENCE SHARES. 
 
 Register 
 No. 
 
 ,., Nominal 
 iName and Address 01 
 Amount 
 Shareholder. (><] 
 
 No. of 
 Shares 
 held. 
 
 Amount 
 per Share 
 called up. 
 
 Total 
 Amount 
 called up. 
 
 
 
 
 
 
 
 
 j 
 
 
 
 
 
 
 
 
 i 
 
 Signature 
 Dated 189
 
 APPENDIX II. 
 
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 COMPANIES (WINDING-UP) RULES. 
 
 259 
 
 
 
 
 
 
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 APPENDIX II. 
 
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 262 APPENDIX II. 
 
 No. 34. 
 
 ORDER APPOINTING LIQUIDATOR. 
 (Title.) 
 
 Upon the application of , the 
 
 official receiver of the Court, and upon reading the report of 
 
 the result of the meetings of creditors and contributories held 
 
 respectively on the day of 189 , and on the 
 
 day of 189 , and upon hearing, &c. 
 
 it is hereby ordered that of 
 
 be appointed liquidator of the above-named 
 company. 
 [If a committee of inspection is also appointed, add 
 
 And it is further ordered that the following persons be 
 appointed a committee of inspection to act with the 
 liquidator.] 
 
 And it is ordered that the said liquidator do within 
 days from the date of this order give security to the satis- 
 faction of the Board of Trade in the manner provided by the 
 Companies (Winding-up) Rules, 1890. 
 
 Dated the day of 189 . 
 
 No. 35. 
 
 CERTIFICATE THAT LIQUIDATOR OR SPECIAL MANAGER HAS 
 GIVEN SECURITY. 
 
 (Title.) 
 
 This is to certify that A. B. t of , who was on 
 
 the day of , 189 , appointed liquidator [or 
 
 special manager] of the above-named company, has duly given 
 security to the satisfaction of the Board of Trade. 
 Dated this day of 189 . 
 
 By the Board of Trade, 
 
 (Signed) J. 8. 
 
 No. 36. 
 
 ADVERTISEMENT OP APPOINTMENT OF LIQUIDATOR. 
 In the matter, &c. 
 
 By order of the , dated the day of 
 
 189 , Mr. of has been appointed
 
 COMPANIES (WINDING-UP) HULKS. 263 
 
 liquidator of the above-named company with [or without] M 
 committee of inspection. 
 
 Dated this day of 189 
 
 No. 37. 
 
 ORDER DIRECTING A PUBLIC EXAMINATION. 
 (Title.} 
 
 Upon the application of the official receiver in the above 
 matter, and upon reading the report of the official receiver 
 made to the Court on the day of 189 , and 
 
 [as the case may be] and it appearing , 
 
 it is ordered that [state name of person] attend before the (a) () state the 
 
 on a day to be named for the purpose and be publicly ex. l u< ! ge orofflcer 
 * J before whom 
 
 amined as to the promotion or formation of the company and thcexamina- 
 as to the conduct of the business of the company, and as to j^i 18 
 his conduct and dealings as director [or officer] of the company 
 [or as the case may be]. 
 
 Dated the day of 189 . 
 
 No. 38. 
 
 ORDER APPOINTING A TIME FOR PUBLIC EXAMINATION. 
 (Title.) 
 
 Upon the application of the official receiver in the above 
 matter, it is ordered that the public examination of 
 
 who by the order of was directed to 
 
 attend before to be publicly examined 
 
 , be held at (a) on the () Insert tho 
 
 day of 189 at o'clock in the jJ 
 
 And it is ordered that the above-named do attend 
 
 at the place and time above mentioned. 
 
 Dated this day of 189 . 
 
 NOTE. Notice is hereby given that if you, the above-named 
 fail, without reasonable excuse, to attend at the 
 time and place aforesaid you will be liable to be committed to 
 prison without further notice.
 
 264 APPENDIX II. 
 
 No. 39. 
 
 REPORT TO THE COURT WHERE PERSON EXAMINED REFUSES TO 
 ANSWER TO SATISFACTION OF REGISTRAR OR OFFICER. 
 
 (Title.} 
 
 (") c.g.,A.n., At the [public] examination of (a) held before 
 
 ordered 11 to me this day of 189 , the following question 
 
 attend for ex- was allowed by me to be put to the said [ 1. 
 
 animation. 
 
 (6) Here Q. (b) 
 
 Sta (0 Witness' The ( c ) refused to answer the said question. 
 
 (or) The (c) answered the said question as follows : 
 
 (d) Here in- A. (d) 
 
 sert answers I thereupon named the day of 189 
 
 (if any). y 
 
 at as the time and place for such [refusal to] 
 
 answer to be reported to the Hon. Mr. Justice 
 [or His Honour Judge ]. 
 
 Dated this day of 189 . 
 
 Registrar. 
 [or as the case may be\. 
 
 No. 40. 
 
 ORDER OF COURT THAT EXAMINATION is CONCLUDED. 
 (Title.} 
 
 Whereas the above-named A. B. has duly attended before 
 , and has been publicly examined as to the 
 promotion and formation of the company [or, as the case may 
 be]. 
 
 And whereas is of opinion that the said A. B. 
 
 has sufficiently answered the questions put to him, it is hereby 
 ordered that the examination of the said A . B. is concluded. 
 Dated this day of 189 . 
 
 No. 41. 
 
 WARRANT AGAINST PERSON WHO FAILS TO ATTEND EXAMINATION. 
 
 (Title.) 
 
 To X. Y., the officer of this Court [or where warrant issues 
 from a county court, to the high bailiff and otheix the bailiffs 
 of the said Court] and all peace officers within the jurisdiction
 
 COMPANIES (WINDIXG-UP) RULES. 26$ 
 
 of the said Court, and to the governor or keeper of the [here 
 insert the prison], 
 
 Whereas by. evidence taken upon oath, it hath been made 
 to appear to the satisfaction of the Court that by order of the 
 Court, dated the day of 189 , and directed 
 
 to (a) he was directed to attend personally 
 
 at the (b) and be examined before (c) to attend. 
 
 , which order was afterwards, as hath been duly ex ammation. 
 proved on oath, duly served upon the said (a) lor, that there O) Name or 
 
 i n 1 x j u v XT. ^ li. -J / N title of officer 
 
 is probable reason to suspect and believe that the said (a) before whom 
 
 , has absconded and "one abroad \or quitted examination is 
 
 <- x directed to bt> 
 
 his place of residence, or] is about to go abroad [or quit his held. 
 
 place of residence] with a view of avoiding examination under 
 the Companies (Winding- up) Act, 1890. 
 
 And whereas the said (a) did without good 
 
 cause fail to attend on the said day of 189 , 
 
 for the purpose of being examined, according to the require- 
 ments of the said order of this Court made on the day 
 of 189 , directing him so to attend. 
 
 These are therefore to require you the said 
 [or high bailiff, bailiffs, and others], to take the said (a) 
 
 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 (a) and him safely to keep 
 
 in the said prison until such time as this Court may order. 
 Dated this day of 189 
 
 No. 42. 
 
 SUMMONS FOR PERSONS TO ATTEND AT CHAMBERS TO BE EXAMINED. 
 
 (Title.) 
 
 A.B. of &c., and E. F. of <fcc., are hereby severally sum- 
 moned to attend at (a), in the county of on the () state 
 
 day of 1 8 , at of the clock in the P la . ce f ex ' 
 
 t m animation. 
 
 noon, to be examined on the part of the official receiver 
 [or the liquidator] for the purpose of proceedings directed by 
 the Court to be taken in the above 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 docu- 
 ments], and all other books, papers, deeds, writings, and other
 
 266 APPENDIX II. 
 
 documents in his custody or power in anywise relating to the 
 above-named company]. 
 
 Dated this day of 189 . 
 
 This summons was taken out by Jfessrs. C. and D., of 
 , in the county of , solicitors for 
 
 Xo. 43. 
 
 APPLICATION TO BOARD OF TRADE TO AUTHORISE A SPECIAL 
 BANK ACCOUNT. 
 
 (Title.) 
 
 We, the committee of inspection, being of opinion that 
 Mr. of , the liquidator in 
 
 the above matter, should have a special bank account for the 
 (a) Here in- purpose of () 
 
 hereby apply to the Board of Trade to authorise him to make 
 his payments into and out of the bank. 
 
 All cheques to be countersigned by , a member 
 
 of the committee of inspection, and by 
 for , 
 
 Dated this day of 189 . 
 
 I- Committee of Inspection. 
 
 No. 44. 
 
 ORDER OF BOARD OF TRADE FOR SPECIAL BANK ACCOUNT. 
 (Title.) 
 
 You are hereby authorised to make your payments 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 committee of inspection, and by 
 
 Dated this day of 189 . 
 
 By order of the Board of Trade. 
 To 
 
 Liquidator.
 
 COMPANIES (WINDIXG-Ur) RULES. 
 No. 45. 
 
 LIST OF CONTRIBUTORIES TO BE MADE OUT BY LIQUIDATOR. 
 
 (Title.) 
 
 The following is a list of the contributories of the said 
 company, made out, by me from the books and papers of the 
 said company, together with their respective addresses and the 
 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 conti-ibutories 
 in their own right are distinguished. 
 
 In the second part of the said list, the persons who are con- 
 tributories as being representatives of, or being liable to the 
 debts of others, are distinguished. 
 
 FIRST PART. CONTRIBUTORIES IN THEIR OWN KIGHT. 
 
 267 
 
 Serial No. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number of 
 Shares [or 
 extent of 
 Interest]. 
 
 
 
 
 
 
 
 SECOND PART. CONTRIBUTORIES AS BEING REPRESENTATIVES 
 OF, OR LIABLE TO, THE DEBTS OF OTHERS. 
 
 Serial No. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 Number of 
 In what 
 
 ( hl \ ra< ; te , r extern of 
 included. Int( . r(lst]> 
 
 
 
 
 

 
 268 
 
 APPENDIX II. 
 
 (a) Insert 
 place of ap- 
 pointment. 
 
 No. 46. 
 
 NOTICE TO CONTRIBUTOBJES OF APPOINTMENT TO SETTLE LlST 
 OF CONTRIBUTORIES. 
 
 (Title.} 
 
 Take notice that I, , the liquidator of the 
 
 above-named company, have appointed the day of 
 189 , at of the clock in the noon, at (a) , 
 
 in the county of , to settle the list of the con- 
 
 tributories of the above-named company, made 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 sufficient cause is shown by you to 
 the contrary at the time and place aforesaid, the list will be 
 settled, including you therein. 
 
 Dated this day of 189 . 
 
 Liquidator. 
 
 To Mr. A. B. [and to Mr. C. 
 his solicitor.] 
 
 No. on ' 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number of 
 Shares [or 
 extent of 
 Interest.] 
 
 
 
 
 
 
 
 No. 47. 
 
 CERTIFICATE OF LIQUIDATOR OF FINAL SETTLEMENT OF THE 
 LlST OF CONTRIBUTORIES. 
 
 (Title.} 
 
 Pursuant to the Companies Acts, 1862 to 1890, and to the 
 Rules made thereunder, I, the undersigned, being the liquidator 
 of the above-named company, hereby 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 :
 
 COMPANIES (WINDING-UP) RULES. 
 
 269 
 
 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 contributories as contributories of the said 
 company 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 schedule, distinguished 
 such of the said several persons included in the said list as are 
 contributories in their own right. 
 
 I have, in the second part 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 
 second column of the Second Schedule hereto have been 
 excluded from the 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 person was 
 included in or excluded from the said list of contributories. 
 
 4. Before settling the said list, I was satisfied by the affidavit 
 of W. S. , clerk to , duly filed 
 with the proceedings herein, that notice was duly sent by post 
 to each of the persons mentioned in the said list informing 
 him that he was included in each ILst in the character and 
 for the number of shares [or extent of interest] stated therein, 
 and of the day appointed for finally settling the said list. 
 
 The FIRST SCHEDULE above referred to. 
 FIRST PART. CONTRIBUTORIES IN THEIR OWN RIGHT. 
 
 Serial 
 No. in 
 List. 
 
 Name. 
 
 Address. 
 
 Descrip- 
 tion. 
 
 In what 
 Character 
 included. 
 
 Number of 
 Share* [or 
 extent of 
 Interest.] 
 
 Date when 
 included 
 iu the 
 List. 
 
 
 
 
 
 

 
 2/0 
 
 APPENDIX II. 
 
 SECOND PART. CONTRIBUTORS AS BEING REPRESENTATIVES 
 OF OR LIABLE TO THE DEBTS OF OTHERS. 
 
 Serial 
 IS'o. in 
 List. 
 
 Name. 
 
 Address. 
 
 Descrip- 
 tion. 
 
 In what 
 Character 
 included. 
 
 Number of 
 Shares [or 
 extent of 
 Interest.] 
 
 Date when 
 included 
 in the 
 
 List. 
 
 
 
 
 
 
 
 
 The SECOND SCHEDULE above referred to. 
 
 Serial 
 No. in 
 List. 
 
 Name. 
 
 Address. 
 
 Descrip- 
 tion. 
 
 In what 
 Character 
 proposed to 
 be included. 
 
 Number 
 of Shares 
 [or extent 
 of Interest.] 
 
 Date when 
 excluded 
 from the 
 List. 
 
 
 
 
 
 
 
 
 Dated this 
 
 day of 
 
 (Signed) 
 
 189 
 
 Liquidator. 
 
 No. 48. 
 
 NOTICE TO CONTRIBUTORY OF FINAL SETTLEMENT OF LIST OF 
 CONTRIBUTORIES, AND THAT HIS NAME IS INCLUDED. 
 
 (Title.) 
 
 Take notice that I, , the liquidator of the 
 
 above-named company, have, by certificate, dated the 
 day of 189 , under my hand, finally settled the list 
 
 of contributories of the said company, and that you ar&
 
 COMPANIES (WIXDIXG-LT) HULKS. 
 
 271 
 
 included in such list in the character and for the number of 
 shares [or extent of interest] stated below. 
 
 Any application by you to vary said list of contributories, or 
 that your name may be excluded therefrom, must be made by 
 you to the Court within 21 days from the service on you of 
 this notice, or the same will not be entertained. 
 
 The said list may be inspected by you at my office at (a) 
 
 on any day between the hours of and 
 
 a) State ad- 
 
 dress. 
 
 Dated this 
 
 To Mr. 
 
 [or to Mr. 
 his solicitor]. 
 
 dav of 
 
 189 
 
 (Signed) 
 
 Liquidator. 
 
 No. in 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Number 
 of Shares 
 [or extent 
 of Interest.] 
 
 
 
 
 
 
 
 No. 49. 
 
 SUPPLEMENTAL LIST OF CONTBIBUTORIES. 
 (Title.) 
 
 The following is a list of persons who, since making out the 
 list of contributories herein, dated the day of 
 
 189,1 have ascertained are, or have been, holders of shares 
 in [or members of] the above-named company, and to the best 
 of my judgment are contributories of the said company. 
 
 2. The said supplemental list contains the names of such 
 persons, together with their respective addresses and the 
 number of shares [or extent of interest] to be attributed to 
 each.
 
 272 APPENDIX II. 
 
 3. In the first part of the said list such of the said persons 
 as are contributor! es in their own right are distinguished. 
 
 4. In the second part of the said list such of the said persons 
 as are contributories as being representatives of, or being liable 
 to the debts of others, are distinguished. 
 
 [The supplemental list is to be made out in the same form as the 
 original liatJ\ 
 
 No. 50. 
 
 AFFIDAVIT OF SERVICE OF NOTICE TO CONTRIBUTORY. 
 (Title.} 
 
 I, W. S., of &c., clerk to make oath and 
 
 say as follows : 
 
 1. The first six columns of the schedule now produced and 
 shown to me, and marked with the letter A, contain a true 
 copy of the list of contributories of the said company, made 
 out by the liquidator of the company on the day of 
 
 189 , and now on the file of proceedings of the 
 said company, as I know from having on the day of 
 
 189 , examined and compared the said schedule 
 with the said list. 
 
 2. I did on the day of 189 , in the 
 manner herein-after mentioned, serve a true copy of the notice 
 now produced and shown to me and marked B upon each of 
 the respective persons whose names, addresses, and descrip- 
 tions appear in the second, third, and fourth columns of the 
 said schedule marked A, except that in the tabular form at 
 the foot of such copies respectively I inserted the number on 
 list, name, address, description, in what character included, 
 and number of shares \_or extent of interest] of the person on 
 whom such copy of the said notice was served, in the same 
 words and figures as the same particulars are set forth in the 
 said schedule marked A. 
 
 3. I served the said respective copies of the said notice, by 
 putting such copies respectively, duly addressed to such persons 
 respectively, according to their respective names and addresses 
 appearing in the schedule marked A, and with the proper 
 postage stamps affixed thereto, as prepaid letters into the Post 
 Office Receiving House, No. , in street, in
 
 COMPANIES (WINDIXG-UP) RULES. 
 
 273 
 
 the county of , between the hours of 
 
 and of the clock, in the noon of the said 
 
 day of 189 . 
 
 Sworn, ifcc. 
 
 No. 51. 
 
 THE SCHEDULE REFERRED TO IN FORM No. 50. 
 A. 
 
 This schedule marked A., was produced and shown to W. S., 
 and is the same schedule as is referred to in his affidavit sworn 
 before me this day of 189 . 
 
 W. B., &c. 
 
 I. 
 
 2. 
 
 3- 
 
 4- 
 
 5- 
 
 6. 
 
 
 
 
 
 
 Number of 
 
 Number 
 on 
 
 Xame. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 
 Shares [or 
 extent of 
 
 List. 
 
 
 
 
 included. 
 
 Interest.] 
 
 
 
 
 
 
 
 No. 52. 
 
 ORDER ON APPLICATION TO VARY LIST OF CONTRIBUTORIES. 
 
 (Title.) 
 
 Upon the application of W. N. to review or vary the list of 
 contributories of the said company in respect of the inclusion 
 of the said W. -iV. therein, and that his name may be excluded 
 therefrom, [or, as the case may be], and upon hearing, <tc., and 
 upon reading, fec., It is Ordered, That the name of the said 
 W. N. be excluded from the said list of contributories, or may 
 be included in the said last of contributories for 
 shares, [or, as the case may be\ [or the Court doth not think fit 
 to make any order on the said application, except that the said 
 
 S
 
 person to within 
 
 whom notice is w 
 addressed. 
 
 (c) Address 
 of liquidator's 
 office. 
 
 274 APPENDIX II. 
 
 W. N. do pay to the liquidator of the said company his costs of 
 this application, to be taxed by in case 
 
 the parties differ]. 
 
 No. 53- 
 
 NOTICE BY LIQUIDATOR REQUIRING PAYMENT OF MONEY OR 
 DELIVERY OF BOOKS, Arc., TO LIQUIDATOR. 
 
 (Title.} 
 
 (a) Name of Take notice that I, the undersigned (a) , have 
 
 I(IUK been appointed liquidator of the above-named company, and 
 
 (6) Name of that you, the under-mentioned (6) , are required, 
 
 ' days after service hereof, to pay to me [or 
 deliver, convey, surrender, or transfer to or into my hands] as 
 liquidator of the said company at my office, situate at (c) 
 , ifec., the sum of , being 
 
 the amount of debt appealing to be due from you on your 
 account with the said company [or any sum or balance, books, 
 papers, estate, or effects], [or specifically describe the property] 
 now being in your hands, and to which the said company is 
 entitled [or otherwise as the case may be], 
 
 Dated this day of 189 . 
 
 (Signed) 
 
 Liquidator. 
 To (6) 
 (Address] 
 
 No. 54. 
 
 NOTICE TO EACH MEMBER OF COMMITTEE OF INSPECTION OF 
 MEETING FOR SANCTION TO PROPOSED CALL. 
 
 (Title.) 
 
 Take notice that a meeting of the committee of inspection of 
 the above company will be held at on the (a) 
 
 day of 189 , at o'clock in the noon, 
 
 for the purpose of considering and obtaining the sanction of 
 the committee to a call of per share proposed to be 
 
 made by the liquidator on the contributories. 
 
 Annexed hereto is a statement showing the necessity for the 
 proposed call and the amount required. 
 
 Dated this day of 186 . 
 
 (Signed) 
 
 Liquidator. 
 
 (a) To be a 
 date not less 
 than seven 
 days from 
 the date when 
 the notice will 
 in course of 
 post reach the 
 person to 
 whom it is 
 addressed.
 
 COMPANIES (WINDIXG-UP) EULES. 2/5 
 
 STATEMENT. 
 
 1. The amount due in respect of proofs admitted against the company, 
 and the estimated amount of the costs, charges, and expenses of the 
 winding-up, form in the aggregate the sum of or there- 
 abouts. 
 
 2. The assets of the company amount in value to the sum of 
 . There are no other assets, except the amounts due 
 from certain of the contrlbutories to the company, and in my opinion 
 it will not be possible to realise in respect of the said amounts more 
 than 
 
 3. The list of contributories has been duly settled, and persons have 
 been settled on the list in respect of the total number of 
 
 shares. 
 
 4. For the purpose of satisfying the several debts and liabilities of 
 the company, and of paying the costs, charges, and expenses of the 
 wiuding-up, I estimate that a sum of , will be required in 
 addition to the amount of the company's assets hereinbefore men- 
 tioned. 
 
 5. In order to provide the said sum of it is necessary 
 to make a call on the contributories, and having regard to the proba- 
 bility that some of them will partly or wholly fail to pay the amount of 
 the call, I estimate that for the purpose of realising the amount required 
 it is necessary that a call of per share should be made. 
 
 (Annex tabular statement allowing amounts of debts, costs, &c., and of 
 assets.) 
 
 No. 55. 
 ADVERTISEMENT OF MEETING OF COMMITTEE OF INSPECTION. 
 
 In the matter of, &c. 
 
 Notice is hereby given that the undersigned liquidator of the 
 above-named company proposes that a call should be made on 
 all the contributories of the said company [or as the case may 
 be] of per share, and that he has summoned a 
 
 meeting of the committee of inspection of the company to be 
 held at , on the day of 
 
 189 , at o'clock in the noon, to obtain their 
 
 sanction to the proposed call. 
 
 Each contributory may attend the meeting and be heard, or 
 make any communication to the liquidator or the members 
 of the committee of inspection in reference to the intended 
 call. 
 
 A statement showing the necessity of the proposed call and
 
 2 7& APPENDIX II. 
 
 the purpose for which it is intended may be obtained on 
 (a) Insert application to the liquidator at his office at (a) 
 
 address. ~. 
 
 (feigned) 
 
 Liquidator. 
 Dated this day of 189 . 
 
 No. 56. 
 
 RESOLUTION OP COMMITTEE OF INSPECTION SANCTIONING CALL. 
 Resolved, that a call of per share 
 
 be made by the liquidator on all the contributories of the 
 company [or as the case may be]. 
 (Signed) 
 
 Members of the Committee 
 
 of Inspection. 
 Dated this day of 189 . 
 
 No. 57. 
 
 NOTICE OF CALL SANCTIONED BY COMMITTEE OF INSPECTION 
 TO BE SENT TO CoNTKIBUTOKY. 
 
 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 contributories of the company. 
 
 The amount due from you in respect of the call is the sum 
 of . This sum should be paid by you direct 
 
 (a) State ad- to me at my office (a) on or before the 
 
 day of 189 . 
 
 Dated this day of 189 . 
 
 Liquidator. 
 To Mr. 
 
 No. 58. 
 SUMMONS FOE INTENDED CALL. 
 
 (Title.) 
 Let all parties concerned attend at my chambers in the 
 
 on day, the 
 
 day of 189 , at of the clock in the 
 
 noon on the hearing of an application on the part of the 
 liquidator of the above-named company, that a call to the
 
 COMPANIES (WINDING- UP) KULES. 
 
 amount per share on all the contributories [or, 
 
 if upon any particular class, specify the same] of the said 
 company may be sanctioned. 
 
 This summons was taken out by A. and B., of 
 in the county of , solicitors for the liquidator. 
 
 To Mr. A. B., of, &c., a contributory of the i 
 said company proposed to be included r 
 in the said call. 
 
 No. 59. 
 
 AFFIDAVIT OF LIQUIDATOR IN SUPPORT OF PROPOSAL 
 FOR CALL. 
 
 (Title.} 
 
 I, , of, &c., the liquidator of the above-named 
 
 company, make oath and say as follows : 
 
 1. I have in the schedule now produced and shown to me, 
 and marked with the letter A., set forth a statement showing 
 the amount due in respect of the debts proved and admitted 
 against the said company, and the estimated amount of the 
 costs, charges, and expenses of and incidental to the winding- 
 up 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, amounting 
 to the sum of and no more. There are no other 
 assets belonging to the said company, except the amounts due 
 from certain of the contributories of the said company, and, to 
 the best of my information and belief, it will be impossible to 
 realise in respect of the said amounts more than the sum of 
 or thereabouts. 
 
 3. persons have been settled by 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 said company, and of paying the costs, charges, 
 and expenses of and incidental to the winding-up the affairs 
 thereof, I believe the sum of will be required in 
 addition to the amount of the assets of the said company 
 mentioned in the said Schedule A. and the said sum of 
 

 
 278 
 
 APPENDIX II. 
 
 (a) Name of 
 Court. 
 
 (ft) Stale 
 place of ap- 
 pointment. 
 
 5. In order to provide the said sum of , it is 
 
 necessary to make a call upon the several persons who have 
 been settled on the list of contributories as before mentioned, 
 and, having regard to the probability that some of such contri- 
 butories will partly or wholly fail to pay the amount of such 
 call, I believe that for the purpose of realising the amount 
 required as before mentioned, it is necessary that a call of 
 per share should be made. 
 
 Sworn, &c. 
 
 No. 60. 
 ADVERTISEMENT OF INTENDED CALL. 
 
 In the matter of 
 
 Notice is hereby given that the (a) Court has 
 
 appointed the day of 189 , at 
 
 o'clock in the noon, at (b) , to sanction a 
 
 call on all the contributories of the said company [or as the case 
 may be], and that the liquidator of the said company proposes 
 that such call shall be for per share. All persons 
 
 interested are entitled to attend at such day, hour, and place, 
 to offer objections to such call. 
 
 Dated this day of 189 . 
 
 G. 1L, 
 
 Liquidator. 
 
 No. 61. 
 ORDER SANCTIONING A CALL. 
 
 The 
 
 , 189 . 
 
 day of 
 
 (Title.} 
 
 Upon the application of the liquidator of the above-named 
 company, and upon reading the affidavit of the said liquidator, 
 filed 189 , and the exhibit marked A. therein 
 
 referred to, and an affidavit of , filed 189 , it is 
 
 ordered that leave be given to the liquidator to make a call of 
 per share on all the contributories of the said com- 
 
 pany [or as the case may be\. And it is ordered that each 
 such contributory do, on or before the day of , 
 
 189 , pay to the liquidator of the company 
 
 the amount which will be due from him or her in respect of 
 such call.
 
 COMPANIES (WINDING-IP) RULES. 2"9 
 
 NOTICE TO BE SERVED WITH THE ORDER SANCTIONING A CALL. 
 In the Matter, (fee. 
 
 The amount due from you, A. B., in respect of the call made 
 pursuant to leave given by the above [or within] order is the 
 sum of , which sum is to be paid by you to me as the 
 
 liquidator of the said company at my office, Xo. Street, 
 
 in the county of 
 
 Dated this day of 189 . 
 
 To Mr. A. B. 
 
 U. II., 
 
 Liquidator. 
 
 Xo. 63. 
 
 AFFIDAVIT IN SUPPORT OF APPLICATION FOR ORDER FOR 
 PAYMENT OF CALL DUE FROM CONTRIBUTORIES. 
 
 (Title.) 
 
 I, of, ifcc., the liquidator of the above-named 
 
 company, make oath and say as follows : 
 
 1. None of the contributories of the said company, whose 
 names are set forth in the schedule hereunto annexed, marked 
 A, have paid or caused to be paid the sums set opposite their 
 respective names in the said schedule, which sums are the 
 amounts now due from them respectively under the call of 
 per share, duly made under the Companies Acts, 1862 
 to 1890, dated the day of , 189 . 
 
 2. The amounts or sums set opposite the names of such 
 contributories respectively in such schedule are the true 
 amounts due and owing by such contributories respectively 
 under the said call. 
 
 Sworn, tfcc.
 
 280 
 
 APPENDIX II. 
 
 A. 
 
 THE SCHEDULE ABOVE REFERRED TO. 
 
 No. on 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 In what 
 Character 
 included. 
 
 Amount 
 due. 
 
 
 
 
 
 
 
 
 
 Note. In addition to the above affidavit, an affidavit of the 
 service of the application for the call ivill be required. 
 
 No. 64. 
 
 ORDER FOR PAYMENT OF CALL DUE FROM A CONTRIBUTORY. 
 The day of , 189 . 
 
 (Title.} 
 
 Upon the application of the liquidator of the -above-named 
 company, and upon reading an affidavit of , filed 
 
 the day of , 189 , and an affidavit of the 
 
 liquidator, filed the day of , 189 , it is 
 
 ordered, that C. I)., of, tkc. [or E. F., of, &c., the legal personal 
 representative of L. M., late of, &c., deceased], one of the 
 contributories of the said company [or, if against several con- 
 tributories, the several persons named in the second column of 
 the schedule to this order, being respectively contributories of 
 the said company], do, on or before the day of 
 
 ,189 , or within four days after service of this order, pay 
 to the liquidator of the said company at his office, No. 
 Street, in the county of , the sum of , [if 
 
 against a legal personal representative add, out of the assets of 
 L. M., deceased, in his hands as such legal personal representa- 
 tive as aforesaid, to be administered in a due course of admin- 
 istration, if the said E. F. has in his hands so much to be 
 administered, or, if against several contributories, the several 
 sums of money set opposite to the respective names in the
 
 COMPANIES (WINDING-UP) RULES. 
 
 sixth column of the said schedule hereto], such sum [or 
 sums] being the amount [or amounts] due from the said C. D. 
 [or L. MJ\ or the said several persons respectively], in respect 
 of the call of per share duly made, dated the 
 
 day of , 189 . 
 
 THE SCHEDULE REFERRED TO IN THE FOREGOING ORDER. 
 
 281 
 
 No. on 
 List. 
 
 Name. 
 
 Address. 
 
 Description. 
 
 Iii what 
 Character 
 included. 
 
 Amount 
 due. 
 
 
 
 
 
 
 
 
 
 Note. The copy for service of the above order must be indorsed as 
 follows : 
 
 "If you, the under-mentioned A.B., neglect to obey this order by 
 the time mentioned therein you will be liable to process of execution." 
 
 No. 65. 
 
 AFFIDAVIT OF SERVICE OF ORDER FOR PAYMENT OF CALL. 
 (Title.} 
 
 I, J. B., of, &c., make oath and say as follows : 
 
 1. I did on the day of , 189 , personally 
 serve G. F., of , in the county of , &c. 
 with an order made in this matter by this Court, dated the 
 
 day of , 189 , whereby it was ordered [set 
 
 out the order] by delivering to and leaving with, the said G. F., 
 at , in the county of , a true copy 
 
 of the said order, and at the same time producing and showing 
 unto him, the said G. F., the said original Order. 
 
 2. There was indorsed on the said copy when so served the 
 following words, that is to say, " If you, the under-mentioned 
 G. F. neglect to obey this order by the time mentioned therein, 
 you will be liable to process of execution. 
 
 Sworn, &c.
 
 282 
 
 APPENDIX II. 
 
 PROOF OF DEBT. GENERAL FORM. 
 
 (Title.) 
 in the county of 
 
 sr i (> 
 
 name, ad- o f in the county of make oath and 
 
 dress, and 
 
 occupation say : 
 
 f lf P roof lt W ^ at " am * n t ^ ie em Pl v * tne under-mentioned 
 made by creditor ; and that I am duly authorised by 
 strikeout to make this affidavit, and that it is within my own knowledge 
 clauses (&) that the debt herein-after deposed to was incurred and for the 
 If made consideration stated, and that such debt, to the best of my 
 by clerk knowledge and belief, still remains unpaid and unsatisfied. 
 
 (c) That I am duly authorised, under the seal of the com- 
 pany hereinafter named, to make the proof of debt on its 
 behalf. 
 
 i. That the above-named company was, at the date of the 
 commencement of the winding-up of the affairs of the company, 
 viz., the day of , 189 , and still is 
 
 (rf) Insert justly and truly indebted to (cl) 
 
 D^and* * n * ne sum ^ pounds shillings and 
 
 E.F., my pence for (e) 
 
 fntradeTf S as shown by the account endorsed hereon, or by the following 
 
 any, or, if account, viz : 
 by clerk, in- 
 sert name, 
 address, 
 and de- 
 scription of 
 Vprincipal. 
 
 If by 
 agent of 
 company 
 strike out 
 
 NOTE THIS. 
 
 (e) State con- 
 sideration las 
 Goods sold and
 
 COMPANIES (WINDIXG-UP) RULES. 
 
 233 
 
 for which sum or any part thereof I say that I 
 
 have not nor 
 
 delivered by 
 
 hath (/) 
 
 or any person by (g) 
 
 me [and my 
 *aid partner] 
 
 order to my knowledge or belief for (g) 
 
 to the company 
 
 IwltwAfm flip 
 
 use had or received any manner 
 
 of satisfaction or security dates of [or, 
 
 whatsoever, save and except the following (A) 
 
 
 moneys ad- 
 vanced by me 
 
 
 
 
 
 in respect of 
 
 
 
 
 
 
 the under- 
 
 Admitted to 
 
 Date. 
 
 Drawer. 
 
 Acceptor. Amc 
 
 unt. Due Date. 
 
 mentioned bill 
 
 
 
 
 
 
 of exchange,] 
 
 vote for 
 
 
 
 
 
 or as the case 
 
 r . 
 
 
 
 
 
 may be.] 
 
 ;> 
 
 
 
 
 
 (/)My said 
 
 the day 
 
 
 
 
 
 partners or any 
 
 - _ O~ 
 
 
 
 
 
 of them or the 
 
 or 1 09 
 
 
 
 
 
 above-named 
 
 Official Receiver 
 
 
 
 
 
 creditor (as the 
 
 or Liquidator. 
 
 
 
 
 
 cnse Jim// be.) 
 (//) My or 
 
 
 
 
 
 
 our or their or 
 
 
 
 
 
 
 his (<w the case 
 
 
 
 
 
 
 mat/ lie.) 
 
 
 
 
 
 
 (/() [Here 
 
 Admitted to 
 
 
 
 
 
 state the par- 
 ticulars of all 
 
 rank for dividend 
 
 
 
 
 
 securities held, 
 
 
 
 
 
 
 and where the 
 
 for 
 
 
 
 
 
 securities are 
 
 : : 
 this day 
 of 189 . 
 
 Sworn at 
 in the county 
 this day of 
 Before me 
 
 o f Deponent's 
 189 f signature. 
 
 on the property 
 of the com- 
 pany assess 
 value of the 
 same, and if 
 any bills or 
 
 Onicial xveceiver 
 or Liquidator. 
 
 
 
 
 
 other negoti- 
 able securities 
 
 
 
 
 
 be held specify 
 
 The proof cannot be admitted for voting at the first meeting 
 unless it is properly completed and lodged with the official 
 
 them in the 
 schedule.] 
 
 receiver before the time 
 
 named in the notice convening such 
 
 (a) Fill in 
 
 meeting. 
 
 
 
 
 full name, 
 address, and 
 
 
 
 
 
 occupation of 
 
 No. 67. 
 
 deponent. 
 
 
 
 
 
 (6) On behalf 
 
 PROOF OF DEBT OF WORKMEN. 
 
 of the workmen 
 
 
 
 
 
 and others em- 
 
 (Titled 
 
 ployed by the 
 
 . 
 
 \ 
 
 f 
 
 
 above-named 
 
 I (a) 
 
 ot 
 
 I 
 
 company. 
 
 make oath and say : 
 
 i. That the above-named company was on the 
 day of , 189 , and still is, justly and truly indebted 
 
 to the several persons whose names, addresses, and descrip- 
 tions appear in the schedule endorsed hereon in sums severally 
 set against their names in the sixth column of such schedule
 
 284 
 
 APPENDIX II. 
 
 for wages due to them respectively as workmen or others in 
 the employ of the company in respect of services rendered by 
 them respectively to the company during such periods as are 
 set out against their respective names in the fifth column of 
 such schedule, for which said sums, or any part thereof, I say 
 that they have not, nor hath any of them had or received any 
 manner of satisfaction or security whatsoever. 
 
 Sworn at 
 
 in the county of , | Deponent's Signature, 
 
 this day of 
 
 189 . 
 
 Before me 
 
 SCHEDULE referred to on the other side. 
 
 I. 
 
 2. 
 
 3- 
 
 4- 
 
 5- 
 
 6. 
 
 
 
 
 
 Period over 
 
 
 No. 
 
 Full Name of 
 Workman. 
 
 Address. 
 
 Descrip- 
 tion. 
 
 which 
 Wages due. 
 
 Amount 
 due. 
 
 
 
 
 
 
 
 
 
 Signature of Deponent, 
 
 (o) If proof 
 
 No. 68. 
 NOTICE OF REJECTION OF PROOF OF DEBT. 
 
 (Title.) 
 
 Take notice, that as official receiver of the above-named com- 
 pany, I have this day rejected your claim against the company(a) 
 [to the extent of _ ] on the following grounds : 
 
 And further take notice, that subject to the power of the 
 Court to extend the time, no application to reverse or vary
 
 COMPANIES (WINDING-UP) RULES. ogc 
 
 my decision in rejecting your proof will be entertained after 
 the expiration of (b) days from this date. {h) 2I days 
 
 Dated this day of 180 . or 7 days as 
 
 P. the case inav 
 
 Signature, be. ^ Rules 
 
 Address, iuaudn 2 . 
 
 To Official Receiver. 
 
 No. 69. 
 
 NOTICE TO CREDITORS OF INTENTION TO DECLARE DIVIDEND. 
 
 (Title.} 
 
 A (a) dividend is intended to be declared in the above matter. , . lusert 
 You are mentioned in the statement of affairs, but you have here "first" or 
 not yet proved your debt. *SSftZi 
 
 If you do not prove your debt by the day of the Crtse '".'' be - 
 
 , 189 , you will be excluded from this dividend. 
 Dated this day of , 189 . 
 
 G. H., Liquidator. 
 To X Y. [Address.] 
 
 No. 70. 
 
 NOTICE TO PERSONS CLAIMING TO BE CREDITORS OF INTENTION 
 TO DECLARE FlNAL DIVIDEND. 
 
 (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 Court on or before the 
 day of , 189 , or such later day as the Court may 
 
 fix, your claim will be expunged, and I shall proceed to make 
 a final dividend without regard to such claim. 
 
 Dated this day of , 189 . 
 
 G. //., Liquidator. 
 To X. Y. [Address.]
 
 286 
 
 APPENDIX II. 
 
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 COMPANIES (WINDING- IT) RULES. 
 
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 288 
 
 APPENDIX II. 
 
 No. 72. 
 
 NOTICE OF DIVIDEND. 
 (Title.) 
 
 [Please bring this Dividend Notice with you.] 
 Dividend of in the . 
 
 [Address.] 
 
 Date 189 . 
 
 Notice is hereby given, that a dividend of 
 
 in the pound has been declared in this matter, and 
 that the same may be received at office, as above, on 
 
 , the day of , 189 , or on any 
 
 subsequent between the hours of 
 
 Upon applying for payment, this notice must be produced 
 entire, together with any bills of exchange or other securities 
 held by you ; and if you do not attend personally, you must 
 fill up and sign the subjoined Forms of Receipt and Authority, 
 when a cheque payable to your order will be delivered to the 
 bearer. 
 To 
 
 (Signed), G. //., Liquidator. 
 
 RECEIPT. 
 
 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. 
 
 : :
 
 COMPANIES (WTNDING-UP) RULES. 289 
 
 AUTHORITY. 
 
 SIR, 
 
 Please deliver to the (") if a fin", 
 
 write " we '" 
 
 (Insert the uaine of the person who is to re- i ns tead of " I " 
 ceive the cheque, or the words " me by ftu( j go t ou t the 
 post," if you wish the cheque sent to f u u uame o f 
 you in that way.) the flrm 
 
 cheque for the dividend payable to in this C*) Here iu - 
 
 r J sort either 
 
 matter. "Mr. 
 
 Creditor's Signature, jfclerk 
 
 To manager, &c. 
 
 in my regular 
 employ," or 
 
 JJ O - ., '' the official 
 
 '"' receiver iii the 
 
 f^VFRAT Pnfwv above matter." 
 
 UENERAL rEOXY, The standing 
 
 ,_ T . , , of the persou 
 
 (-/ ^tle.) appointed must 
 
 T/\ <? j-i r 2. -\. , be clearly set 
 
 1 (a) or , a creditor [or contributory] out. 
 
 hereby appoint (6) to be (c) general ^ V, My " or 
 
 proxy in the above matter [excepting as to the receipt of (d) see foot- 
 
 dividend] (d) 
 
 Dated this day of ,189 . sign the firm'a 
 
 rcs . -n / \ trading title, 
 
 [Signed J (e) and add "by 
 
 Signature of Witness. * 
 
 in the said 
 
 Address. Hnn." 
 
 As to 
 
 signature by 
 
 NOTES. agent, see foot- 
 
 notes 2 and 3. 
 
 1. When the person desires that his general proxy should receive . (0 It is not 
 dividends he should strike out the words, "excepting as to the receipt Jj^ofjfcial '* 
 of dividend," putting his initials thereto (/). icceiver shall 
 
 2. The authorised agent of a corporation may fill up blanks, and sign in auy case 
 for the corporation, thus : dividends on 
 
 For the Company, behalf of a 
 
 J. S. (duly authorised under the seal of the company), creditor. 
 
 3. A proxy may be filled up and signed by any person having a gene- ofl ^cial re- 
 ral authority in writing to sign. Such person shall sign ceiver or 
 
 /. S. [duly authorised by a general authority in writing ^^{j ""^ 
 to sign on behalf of (name of creditor)] (gr). authority to 
 
 sign to be pro- 
 duced for his 
 inspection.
 
 APPENDIX II. 
 
 Certificate to be signed by person other than Creditor or 
 Contributor ij filling up the above Proxy. 
 
 I, of , being a (here state whether 
 
 clerk or manayer in the regular employment of the creditor or 
 contributory or a commissioner to administer oatJis in the Supreme 
 Court], hereby certify that all insertions in the above proxy 
 are in my own handwriting, and have been made by me at the 
 request of the above-named and in his presence, 
 
 before he attached his signature [or mark] thereto. 
 Dated this day of ,189. 
 
 Signature . 
 
 The proxy must be lodged with the official receiver or liquidator not 
 later than the day before the meeting at which it is to be used. 
 
 No. 74. 
 
 SPECIAL PROXY. 
 (Title.) 
 
 () If a firm, I, () of , a creditor [or contributory], 
 
 iuste e adof e -' I " hereb y appoint (b) as (c) proxy at the 
 
 and set out the meeting of creditors [or contributories] to be held on the 
 
 the fijjo? f da 7 of 1 89 , or at any adjournment 
 
 (6) Here in- thereof, to vote (d) 
 
 sert either -,-. . , ,, . , ,. 
 
 u jilr. Dated this day or 189. 
 
 f [Signed] (e) 
 
 or "the official 
 
 receiver in Signature or Witness. 
 
 (c) "My " or 
 " our. " 
 
 (d) Here in- NOTES. 
 sert the word 
 
 " for " or the j. A creditor or contributory may give a special proxy to any person 
 
 ^ d - to vote at anv specified meeting or adjournment thereof on all or any of 
 
 the case may the following matters : 
 
 require, and" (a) for or against the appointment or continuance in office of any 
 
 specify the specified person as liquidator or as member of the committee 
 
 particular *; . 
 
 resolution. of inspection ; 
 
 (e) If a firm, (6) On all questions relating to any matter, other than those above 
 sign the firm's referred to, arising at a specified meeting or adjournment 
 and add by thereof.
 
 COMPANIES (WINDING-UP) RULES. 29 1 
 
 2. The authorised agent of a corporation may fall up blanks and sign A.M., partner 
 for the corporation, thus : ^ tn ^ aii d 
 
 " For the Company, As to 
 
 /. & (duly authorised under the seal of the company)." signature by 
 
 3. A proxy given by a creditor or contributory may be filled up and a eut Sfe f ot * 
 , , T , . , . . . . . . j, notes i and 2. 
 
 signed by any person having a general authority in writing to sign for 
 
 such creditor or contributory. Such person shall sign 
 
 .7. & [duly authorised by a general authority in writing to 
 
 sign on behalf of (name)] (/). (/) The 
 
 official re- 
 ceiver or 
 liquidator mar 
 require the 
 Certificate to be sngiied by person other than Creditor or authority to 
 
 Contributory filling up the above Proxy. duc"dfoir Ms" 
 
 inspection. 
 I, , of , being a (here state whether 
 
 clerk or manager in the regular employment of the creditor or 
 contributory or a commissioner to administer oaths in the Supreme 
 Court], hereby certify that all insertions in the above proxy 
 are in my own handwriting, and have been made by me at the 
 request of the above-named and in his presence 
 
 before he attached his signature (or mark) thereto. 
 Dated this day of 189 . 
 
 Signature . 
 
 The proxy must be lodged with the official receiver or liquidator not 
 later than the day before the meeting at which it is to be used.
 
 292 
 
 APPENDIX II. 
 
 
 
 
 
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 COMPANIES (WINDING-UP) RULES. 
 No. 76. 
 
 (Title.) 
 
 CERTIFICATE BY COMMITTEE OF INSPECTION AS TO AUDIT OF 
 
 LIQUIDATOR'S ACCOUNTS. 
 
 We, the undersigned, members of the committee of inspection 
 in the winding-up of the above-named company, hereby certify 
 that we have examined the foregoing account with the vouchers, 
 and that to the best of our knowledge and belief the said 
 account contains a full, true, and complete account of the 
 liquidator's receipts and payments. 
 
 Dated this day of 189 
 
 A. a., 
 
 C. D. y Committee of Inspection. 
 
 E.F] 
 
 No. 77. 
 
 AFFIDAVIT VERIFYING LIQUIDATOR'S ACCOUNT. 
 (Title.) 
 
 I, G. //., of , the liquidator of the above- 
 
 named company, make oath and say : 
 
 That *the account therunto annexed marked B contains ajull 
 and true account of my receipts and payments in the winding - 
 up of the above-named company from the day of 
 
 189 to the day of 189 
 
 inclusive, * and that I have not, nor has any other person by my 
 order or for my use during such period, received any moneys 
 on account of the said company * other than and except the 
 items mentioned and specified in the said account. 
 
 Sworn at, &c. ' 
 
 * NOTE. If no receipts or payments, strike out the words in italics. 
 
 No. 78. 
 
 NOTICE TO CREDITORS AND CONTRIBUTORIES OF INTENTION TO 
 APPLY FOR RELEASE. 
 
 (Title.) 
 
 Take notice that I, the undersigned liquidator of the above- 
 named company, intend to apply to the Board of Trade for my
 
 294 
 
 APPENDIX II. 
 
 release, and further take notice that any 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 liquidator is 
 hereto annexed. 
 
 Dated this day of 189 . 
 
 G. H., Liquidator. 
 To K. L. 
 
 NOTE. Section 22 (3) of the Companies (Winding-up) 
 Act, 1890, enacts that "An order 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 administration of 
 the affairs of the company, or otherwise in relation to his con- 
 duct as liquidator, but any such order may be revoked on 
 proof that it was obtained by fraud or by suppression or con- 
 cealment of any material fact." 
 
 (a) Add if 
 necessary, 
 ' That the 
 rights of the 
 contributories 
 between them- 
 selves have 
 been adjusted.' 
 
 No. 79. 
 
 APPLICATION BY LIQUIDATOR TO BOARD OF TRADE FOR 
 RELEASE. 
 
 (Title.} 
 
 I, G. H., the liquidator of the above-named company, do 
 hereby report to the Board of Trade, as follows : 
 
 1 . That the whole of the property of the company has been 
 realised for the benefit of the creditors and contributories [and 
 a dividend to the amount of shillings in the pound 
 has been paid as shown by the statement hereunto annexed, 
 and a return of in the pound has been made to the 
 contributories of the company] ; 
 
 [or That so much of the property of the company as can, 
 according to the joint opinion of myself and the committee of 
 inspection, hereunto annexed in writing under our hands, be 
 realised without needlessly protracting the liquidation, has 
 been realised, as shown by the statement hereunto annexed, and 
 a dividend to the amount of shillings has been paid] ; (a) 
 
 2. I therefore request the Board of Trade to cause a report 
 on my accounts to be prepared, and to grant me a certificate of 
 release. 
 
 Dated this day of 189 . 
 
 G. ff., Liquidator.
 
 COMPANIES (WINDING-UP) RULES. 
 
 No. 80. 
 LIQUIDATOR'S TRADING ACCOUNT. 
 
 G. //., the liquidator of the above-named company in account 
 with the estate. 
 
 RECEIPTS. PAYMENTS. 
 
 Dr. CV. 
 
 Date. 
 
 Date. 
 
 (Date) 
 
 Liquidator. 
 
 We have examined this account with the vouchers and find 
 the same correct, and we are of opinion the expenditure has 
 been proper. 
 
 Dated this day of 189 . 
 
 Committee of Inspection 
 [or member of the Committee of Inspection]. 
 
 AFFIDAVIT VERIFYING LIQUIDATOR'S TRADING ACCOUNT. 
 (Title.) 
 
 I, the liquidator of the above-named company, 
 
 make oath and say that 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 
 paid by me as set out in such account have, as I believe, been 
 necessarily expended in carrying on such trade or business. 
 
 Sworn, tc. 
 
 Liquidator.
 
 APPENDIX II. 
 
 No. 82. 
 
 AFFIDAVIT VERIFYING ACCOUNT OF UNCLAIMED AND 
 UNDISTRIBUTED FUNDS. 
 
 (Title.} 
 
 I, of make oath and say that the 
 
 particulars entered in the statement hereunto annexed, marked 
 A, are correct, and truly set forth all money in my hands or 
 under my control, representing unclaimed or undistributed 
 assets of the above company, and that the amount due by me 
 to the Companies Liquidation Account in respect of unclaimed 
 dividends and undistributed funds is 
 
 Signature. 
 
 Sworn, &c. 
 
 No. 83. 
 
 REQUEST BY COMMITTEE OF INSPECTION TO BOARD OF TRADE 
 TO SELL SECURITIES. 
 
 (Title.} 
 
 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 
 Government securities, and that the sum of is 
 
 now required to answer demands in respect of the said com- 
 pany. And we request that so much of the said securities as 
 may be necessary for the purpose 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 day of 189 . 
 
 Committee of Inspection. 
 
 No. 84. 
 
 CERTIFICATE AND REQUEST BY COMMITTEE OF INSPECTION AS 
 TO INVESTMENT OF FUNDS. 
 
 (Title.} 
 
 We, the committee of inspection in the above matter, 
 hereby certify that in our opinion the cash balance standing
 
 COMPANIES (WINDING-UP) RULES. 2Q7 
 
 to the credit of the above-named company is in excess of the 
 amount which is required for the time being to answer de- 
 mands 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 day of 189 . 
 
 h Committee of Inspection. 
 
 No. 85. 
 
 AFFIDAVIT BY SPECIAL MANAGER VERIFYING ACCOUNT. 
 (1 itle.) 
 
 .1, of , make oath and say as 
 
 follows : 
 
 1. The account hereunto annexed, marked with the letter 
 A, produced and shown to me at the time of swearing this my 
 affidavit, and purporting to be my account as special manager 
 of the estate or business of the above-named company, con- 
 tains a true account of all and every sums and sum of money 
 received by me or by any other person or persons by my order 
 or to my knowledge or belief for my use on account or in 
 respect of the said estate or business. 
 
 2. The several sums of money mentioned in the said account 
 hereby verified to have been paid or allowed have been actually 
 and truly so paid and allowed for the several purposes in the 
 said account mentioned. 
 
 3. The said account is just and true in all and every the 
 items and particulars therein contained, according to the best 
 of my knowledge and belief. 
 
 Sworn, &c.
 
 298 
 
 APPENDIX II. 
 
 No 86. 
 
 NOTICES FOR LONDON GAZETTE. 
 (i) Winding -up Orders. 
 
 
 Address 
 
 
 
 
 
 
 Name of Company. 
 
 of 
 Registered 
 
 Descrip- 
 tion. 
 
 Court. 
 
 Number of 
 Matter. 
 
 Date of 
 
 Order. 
 
 Date of 
 Petition. 
 
 
 Office. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (2) First Meetings. 
 
 Name of 
 Company. 
 
 Address 
 of 
 Kcgi stored 
 Office. 
 
 Descrip- 
 tion. 
 
 Court. 
 
 Number. 
 
 Date of 
 
 First 
 Meeting. 
 
 Hour. 
 
 Place. 
 
 
 
 
 
 
 
 

 
 COMPANIES (WINDING-UP) RULES. 299 
 
 (3) Notice of Day appointed for proceeding with Public Examinations. 
 
 
 
 
 
 
 Date fixed 
 
 
 
 Name 
 of 
 Company. 
 
 Address of 
 Registered 
 Office. 
 
 Descrip- 
 tion. 
 
 Court. 
 
 Number 
 of 
 Matter. 
 
 for 
 proceeding 
 with Ex- 
 
 Hour. 
 
 Place. 
 
 
 
 
 
 
 amination. 
 
 
 
 
 
 
 
 
 
 
 
 (4) Notice of Intended Dividend. 
 
 Name 
 of 
 Company. 
 
 Address of 
 Registered 
 Office. 
 
 Descrip- 
 tion. 
 
 Court. 
 
 Number. 
 
 Last Day 
 for 
 receiving 1 
 l"roofs. 
 
 Name 
 of 
 Liquidator 
 
 Address. 
 
 
 
 
 
 
 
 

 
 300 
 
 APPENDIX II. 
 
 (5) Notice of Dividend. 
 
 Name of 
 Company. 
 
 Address of 
 Registered 
 Office. 
 
 Description. 
 
 M 
 
 3 
 O 
 O 
 
 Number. 
 
 1^ 
 
 O i. 
 
 u 
 
 First or final 
 or otherwise. 
 
 6 
 
 ? 
 sL 
 tg 
 
 Wbere 
 Payable. 
 
 
 
 
 
 
 
 
 
 
 (6) Appointments of Liquidators, 
 
 Name of Company. 
 
 Court. 
 
 Number. 
 
 Liquidator's 
 Name. 
 
 Address. 
 
 Date of 
 Appointment. 
 
 
 
 
 

 
 COMPANIES (WINDING-UP) RULES. 
 (7) Notice of Releases of Liquidators. 
 
 301 
 
 Name of Compauy. 
 
 Court. 
 
 No. of 
 Matter. 
 
 Liquidator's 
 Name. 
 
 Liquidator's 
 Address. 
 
 Date of Release. 
 
 
 
 
 
 
 
 No. 87. 
 
 MEMORANDUM OF ADVERTISEMENT OR GAZETTING. 
 (Title.) 
 
 Name of Paper. 
 
 Date of Issue. 
 
 Date of Filing. 
 
 Nature of Order, &c. 
 
 
 
 
 
 (Signed) A . B.
 
 302 
 
 APPENDIX II. 
 
 No. 88. 
 REGISTER OF WINDING-UP ORDERS TO BE KEPT IN THE COURTS. 
 
 Number 
 of 
 Winding-up 
 Order. 
 
 Number of 
 Petition. 
 
 Date of 
 Petition. 
 
 Date of 
 Winding-up 
 Order. 
 
 Dates of 
 Public 
 
 Examinations 
 (if any). 
 
 Liquidator. 
 
 
 
 
 
 
 
 No. 89. 
 REGISTER OF PETITIONS TO BE KEPT IN THE COURTS. 
 
 No. of 
 Petition. 
 
 Name 
 of 
 Company. 
 
 Address of 
 Registered Office. 
 
 Descrip- 
 tion of 
 Company. 
 
 Date 
 of 
 Petition. 
 
 Petitioner. 
 
 Date of 
 Winding- 
 up Order. 
 
 
 
 
 
 

 
 COMPANIES OINDLNG-UP) HULKS. 303 
 
 APPENDIX III. 
 
 SCALE OF FEES. 
 
 TABLE A. 
 
 
 Every petition . . . . . . .10 
 
 Every bond with sureties . . . . .010 
 
 Every subpoena or summons . . . . .03 
 
 Every order made in Court . . . . .10 
 
 Every order made in Chambers . . . .05 
 
 Every affidavit filed other than proof of debts .02 
 For taking an affidavit or an affirmation, or attesta- 
 tion, upon honour in lieu of an affidavit or a 
 declaration, except for proof of debts, and except 
 declaration by a shorthand writer under Rule 16 
 (Form 6) for each person making the same .01 
 
 And in addition thereto for each exhibit 
 referred to therein and required to be marked .01 
 On every proof of debt above 2 (other than proof 
 
 for workmen's wages under Rule 106) . .01 
 Every application for search other than by petitioner, 
 
 liquidator, or officer of the company . . .01 
 Every office copy, each folio of 72 words . .00 
 Every application to inspect liquidator's statement 
 lodged with Registrar of Joint Stock Companies 
 under section 1 5 of the Act . . . .02 
 
 Every copy of or extract from such statement, each 
 
 folio of 72 words or figures . . . .00 
 
 Every application by a committee of inspection to 
 
 the Board of Trade for a special bank account .10 
 Every order of the Board of Trade for a special bank 
 
 account . . ...20
 
 304 APPENDIX III. 
 
 s. d. 
 
 Every application by a liquidator to an Official Re- 
 ceiver acting as Committee of Inspection . o 10 o 
 Every application under section 1 5 of the Act to the 
 Board of Trade for payment of money out of the 
 Companies Liquidation Account ; and every appli- 
 cation for the re-issue of a lapsed cheque or 
 money order in respect of moneys standing to the 
 credit of the Companies Liquidation Account .026 
 
 On one copy of the cash book showing 
 assets realised, forwarded by the Official Re- 
 ceiver or liquidator to the Board of Trade, a 
 fee according to the following scale on the 
 gross amount of the assets realised and brought 
 to credit, viz: i on every 100 or frac- 
 tion of ;ioo up to ^5000, and los. on every 
 ;ioo 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 the time being as to Supreme Court fees. 
 
 TABLE B. 
 
 I. Where the Official Receiver acts as provisioned 
 liquidator only. 
 
 (a) If the petition is withdrawn or dismissed : 
 
 Such amount as the Court may consider 
 reasonable to be paid by the petitioner (in 
 addition to the fee payable on the petition) 
 in respect of the services of the Official 
 Receiver as provisional liquidator. 
 
 (b) Where a winding-up order is made but 
 
 the Official Receiver is not continued as 
 liquidator : 
 (i) In respect of every 10 members, creditors and 
 
 debtors, and every fraction of 10 . .0100 
 
 Provided that where the net assets of 
 the company are estimated not to exceed 
 ^500, three-fifths of the above fee only 
 shall be charged. 
 
 (This fee to cover cost of official sta-
 
 COMPANIES (WIXDIXG-UP) RULES. 305 
 
 s - <! 
 
 tionery, printing, books, forms, and post- 
 ages.) 
 
 (2) On the value of the company's property, as 
 estimated in the statement of affairs : 
 
 On the first ^5000, or fraction thereof . i per cent. 
 
 On the next ^20,000 . J M 
 
 On the next ^7 5, ooo . \ 
 
 On all above ...... I 
 
 II. Where the Official Receiver is continued as 
 liquidator of the company (including his services 
 as provisional liquidator). 
 
 (1) In respect of every 10 members, creditors and 
 
 debtors, and every fraction of 10 . .100 
 
 Provided that where the net assets of 
 the company are estimated not to exceed 
 ^500, three-fifths of the above fee only 
 shall be charged. 
 
 (This fee to cover cost of official sta- 
 tionery, printing, books, forms, and post- 
 ages.) 
 
 (2) Upon the total assets, including produce of calls 
 
 on contributories, realised or brought to 
 credit, after deducting sums paid to secured 
 creditors (other than debenture holder.-.), 
 and not being moneys received and spent in 
 carrying on the business of the company : 
 
 On the first ^1000, or fraction thereof . 5 p< r cent. 
 On the next ; 1 5 oo ., .4 
 
 On the next ^2500 .3 
 
 On the next ^5000 ,, .2 
 
 Above ;i 0,000 ..... i ,, 
 
 (3) On the amount distributed in dividend or 
 
 paid to contributories, fcc. . Half the 
 above percentages. 
 
 III. Travelling, keeping possession, legal and 
 
 other reasonable expenses of the Official 
 Receiver, the amounts disbursed.
 
 306 APPENDIX III. 
 
 _ d. 
 
 IV. On every payment under section 15 of 
 money out of the Companies Liquidation Ac- 
 count, 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 undistri- 
 buted funds or balances, on the 
 amount paid out. 
 
 TABLE C. 
 
 High bailiff for attending sittings of the Court, 
 
 under each winding-up order, per case . .060 
 Serving every petition or subpoena or winding-up 
 or other order (not serviceable by post) within 
 two miles, including affidavit of service . .036 
 If serviceable by post . . . . . .010 
 
 Executing every warrant of seizure, or search 
 warrant, or warrant of apprehension, or order 
 of commitment within two miles of Court . o 10 o 
 Keeping possession under a warrant, for each day 
 the man is actually in possession ; including 
 affidavit of possession being actually kept .046 
 (Not less than 3$. 6d. of the above sum is to 
 be paid to the man in possession, and his 
 receipt produced.) 
 
 High bailiffs, or (in the London district) officer's 
 man, travelling to place of possession, or to 
 execute a warrant of or order of commitment, 
 or to serve a summons or subprena, or for any 
 other purpose specially directed by the Court, 
 per mile . . . . . . .005 
 
 His time, per day, where distance exceeds 10 miles 046 
 His expenses, per "day . . . .046 
 
 If high bailiff of a County Court or officer of 
 Supreme Court directed by the Court personally 
 to travel, per mile . . . . . .007 
 
 His time, per day . ... . . .0100 
 
 His expenses, per day . . . . .0100
 
 COMPANIES (WINDING-UP) RULES. 307 
 
 STATEMENTS BY LIQUIDATORS IN PENDING 
 
 LIQUIDATIONS TO THE REGISTRAR OF JOINT 
 
 STOCK COMPANIES. 
 
 GENERAL ORDER BY THE BOARD OF TRADE (UNDER RULE 175 OF 
 THE COMPANIES (WINDING-UP) RULES, 1890). 
 
 It is hereby ordered by the Board of Trade as follows in 
 regard to the matters referred to in section 15 of the Com- 
 panies (Winding-up) Act, 1890, and Rules 126 and 127 of the 
 Companies (Winding-up) Rules, 1890. 
 
 The statement of account required by sub-section i of section Trausmission 
 15 of the Act and by Rule 127 to be transmitted in duplicate 
 to the Registrar of Joint Stock Companies shall be in the Form 
 No. i annexed hereto with such variations as circumstances may 
 require, and shall be on sheets 13 "inches by 16 inches, and shall 
 be verified by an affidavit in the Form No. 2 annexed hereto. 
 
 The statement shall contain a detailed statement of all the Receipts and 
 liquidator's receipts and payments on account of the company, W 1111 
 but bank transactions as between the liquidator and the bank, 
 and payments or receipts on account of investments made by 
 or on behalf of the liquidator, should be inserted in the columns 
 provided for that purpose, and not in the columns for " other 
 receipts and payments." Each receipt and payment must be 
 entered in the account in such a manner as sufficiently to 
 explain its nature. The receipts and payments should severally 
 be added up 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 paid by the liquidator respectively. 
 
 When the liquidator carries on a business, a trading account Trading 
 must be forwarded as a distinct account, and the totals of account, 
 receipts and payments on the trading account must alone be 
 set out in the statement. The trading account shall be in the 
 Form No. 3 annexed hereto, shall be on sheets 1 3 inches by 1 6 
 inches, and shall be sent in duplicate. 
 
 Petty expenses must be entered in the statement or trading Petty 
 account in sufficient detail to show that no estimated charges ex l )en 
 are made. 
 
 Where property has been realised, the gross proceeds of sale Realisations.
 
 308 
 
 APPENDIX III. 
 
 must be entered under receipts in t'-o statement, and the 
 necessary disbursements and charges incidental to sales must be 
 entered as payments. 
 
 Dividends, &c. Where dividends or instalments of composition are paid to 
 creditors or a return of surplus assets is made to contributories r 
 the total amount of each dividend or instalment of compo- 
 sition or payment to a contributory must be entered in the 
 liquidator's statement as one sum, and the liquidator must 
 forward with his statement separate accounts in duplicate, in 
 the Forms Nos. 4 and 5 annexed hereto, showing the amount 
 of the claim and the amount of dividend or composition, pay- 
 able to each creditor or contributory, distinguishing in such 
 list the dividends or instalments of composition paid and thoee 
 remaining unclaimed. Such list shall be on sheets 13 inches 
 by 8 inches. 
 
 Where a liquidator has not dining 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. 
 
 (Signed) M. E. HICKS-BEACH, 
 
 President of the Board of Trade, 
 
 Affidavit of 
 110 receipts 
 or payments. 
 
 Dated the 3ist December 1890.
 
 COMPANIES (WINDING-IT) 
 
 309 
 
 
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 j-2 v? 
 
 
 LIQUIDATO 
 
 edings (whether wound i 
 ision of the Court, or vol 
 icement of winding-up. 
 
 IPTS and PAYMENTS pursu 
 
 Receipts. 
 
 
 
 the account, the liquidator s 
 is which delay the terminal 
 Iso state the balance of asset 
 
 Drawn from 
 Hank or 
 realised from 
 Investments. 
 
 
 
 
 3 
 
 i 
 
 
 8 t 5 
 
 X c 
 
 g o> s 
 
 L CL, a 
 
 T 3 
 
 w 
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 ^ ce S 
 
 
 
 
 
 
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 ? ,
 
 310 APPENDIX III. 
 
 No. 2. 
 AFFIDAVIT VERIFYING LIQUIDATOR'S ACCOUNT. 
 
 (Title.} 
 
 I, G. H., of , the liquidator of the above-named 
 
 company, rr.ake oath and say : 
 
 That *the account hereunto annexed marked B. contains a full 
 and true account of my receipts and payments in the uvindiny-up 
 of the above-named ccmpany from the day of 
 
 189 to the day of 189 inclusive, *and 
 
 that I have not, nor has any other person by my order or 
 for my use during such pei iod, received any moneys on account 
 of the said company *other than and except the items mentioned 
 and specified in the said account. 
 Swoin at, &c.) 
 
 * NOTE. If no receipts or rayment?, strike out the words in italics. 
 
 No. 3. 
 
 LiQuirATOR's TRADING ACCOUNT. 
 (Title.} 
 
 Cf. If., the liquidator of the above-named company, in account 
 with the estate. 
 
 RECEIPTS. PAYMENTS. 
 
 Dr. Cr. 
 
 (Date) 
 
 Liquidator.
 
 COMPANIES (WINDING-HP) RULES. 
 
 No. 4. 
 
 LIST OF DIVIDENDS OR COMPOSITION. 
 I hereby certify that a dividend (or composition) of 
 in the has been paid, and that the creditors whose names 
 are set forth below are entitled to the amounts set opposite 
 their respective names. 
 
 Dated the 
 To the Board of Trade. 
 
 day of 
 
 Liquidator. 
 189 . 
 
 Surname. 
 
 Christian Jfume. 
 
 Amount 
 of 
 Proof. 
 
 Amount of Dividend (or 
 Com]M)8ition). 
 
 
 
 Paid. 
 
 Unclaimed. 
 
 No. 5. 
 
 LIST OF AMOUNTS PAID OR PAYABLE TO CONTRIBUTORIES. 
 I hereby certify that a return of surplus assets has been 
 made to contributories at the rate of per share, and 
 
 that the contributories whose names are set forth .below are 
 entitled to the amounts set opposite their respective names. 
 
 Dated the day of 
 
 To the Board of Trade. 
 
 Liquidator. 
 189 . 
 
 Surname. 
 
 Christian Kami-. 
 
 No. of 
 Shares. 
 
 Amount it-turned on 
 Miare*. 
 
 Paid. 
 
 Unclaimed. 
 
 
 
 
 
 
 
 

 
 12 
 
 APPENDIX III. 
 
 Attendance 
 before hear- 
 ing to show 
 compliance 
 with Rules 
 as to peti- 
 tions. 
 
 Form of 
 advertise- 
 ment of 
 petition. 
 
 Form 2, 
 
 Notice by 
 persons who 
 intend to 
 appear on 
 hearing of 
 petitions. 
 
 Form i. 
 
 GENERAL RULES MADE PURSUANT TO SECTION 26 
 OF THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 PETITIONS AND ORDERS. 
 
 1. After a petition has been presented the petitioner shall, 
 on a day to be appointed by the Registrar, not less than two 
 days before the day appointed for the hearing of the petition, 
 attend before the Registrar and satisfy him that the petition 
 has been duly advertised ; that the prescribed affidavit verify- 
 ing the statements therein and the affidavit of service (if any) 
 have been duly filed, and that the provisions of the Rules as to 
 petitions for winding up companies have been duly complied 
 with by the petitioner. No order for the winding up of a 
 company shall be made on the petition of any petitioner, who 
 has not prior to the hearing of the petition attended before 
 the Registrar at the time appointed and satisfied him in manner 
 required by this Rule. 
 
 2. Every advertisement of a petition shall contain a note at 
 the foot thereof stating that any person who intends to appear 
 on the hearing of the petition, either to oppose or support, 
 must send notice of his intention to the petitioner within the 
 time and in the manner prescribed by the next succeeding 
 rule ; and an advertisement of a petition for the winding up 
 of a company by the Court which does not contain such a note 
 shall be deemed irregular. Form 2 shall be used in substitu- 
 tion for the form of advertisement prescribed by the Companies 
 Winding-up Rules, 1890. 
 
 3. Every person who intends to appear on the hearing of a 
 petition shall serve on or send by post notice in writing of his 
 intention to the petitioner at the address stated in the adver- 
 tisement of the petition. The notice shall be signed by such 
 person or his solicitor, and shall be served, or, if sent by post, 
 shall be posted in such time as in ordinary course of post to 
 reach the address, not later than six o'clock in the afternoon 
 of the day previous to the day appointed for the hearing of the 
 petition. The notice may be in the Form No. i with such 
 variations as circumstances may require. A person who has 
 failed to comply with this Rule shall not without the special 
 leave of the Court be allowed to appear on the hearing of the 
 petition.
 
 COMPANIES (WINDING-UP) KULES. 3 I 
 
 4. The petitioner shall prepare a list of the names and List of 
 addresses of the persons who have given notice of their in- "Ij'j"^^ 
 tention to appear on the hearing of the petition, and of their p-rsous who 
 respective solicitors, which shall be in the Form 3. A fair t?! > petjtiiii. 
 copy of the list shall, on the day appointed for hearing the 
 petition, be handed by the petitioner to the Registrar in Court 
 
 prior to the hearing of the petition. 
 
 5. When an order for the winding up of a company or for Notice that 
 the appointment of the Official Receiver as provisional liquidator ^^! DS ' up 
 prior to the making of an order for the winding up of the has been 
 company has been pronounced in Court, the Registrar shall, on 
 
 the same da\% send to the Official Receiver a notice informing to Official 
 
 Receiver. 
 
 him that the order has been pronounced. 
 
 The notice may be in Forms 4 and 5 respectively with such 
 variations as circumstances may require. 
 
 6. It shall be the duty of the petitioner, and of all other Documents 
 persons who have appeared on the hearing of the petition at l, 01 ^^ 1 "^" 
 latest on the day following the day on which an order for the bo left with 
 winding up of a company is . pronounced in Court, to leave at 
 
 the Registrar's office the petition stamped with a proper filing 
 stamp, and the counsel's brief and other documents required 
 for the purpose of enabling the Registrar to complete the order 
 forthwith. 
 
 7. It shall not be necessary for the Registrar to make an 3fo appoiut- 
 
 . . , ,. ,. , . , . incuts for 
 
 appointment to settle or pass the order or to give notice to settling and 
 any of the parties thereto, unless in any particular case posing 
 the special circumstances make an appointment or notice 
 necessary. 
 
 8. The costs of the solicitor to the petitioner, or of any Costs. 
 persons whose costs of appearing on the hearing are allowed by 
 
 the Court, properly incurred in carrying out these Rules shall 
 be allowed as part of the costs of appearing on the petition. 
 
 9. Instead of the fee of one pound on the petition, and one Fee on 
 
 pound on the order, there shall be paid on the presentation of 11 
 
 a petition a fee of two pounds to be stamped on the petition, 
 which fee of two pounds shall cover the prescribed fee on 
 drawing up and entering the order. 
 
 10. In these Rules Interpretation. 
 
 " Petition " means a petition " to the Court for the 
 winding up of a company by the Court, or subject 
 to the supervision of the Court."
 
 3 I 4 APPENDIX III. 
 
 Construction 1 1 . These Rules shall be construed as one set of Rules with 
 and citation. the Companies Winding-up Rules, 1 890. These Rules may be 
 
 cited separately as the Companies Winding-up Rules (February) 
 
 1891. 
 
 Commence- 1 2. These Rules shall commence and come into operation on 
 
 mcut - the 1 6th day of March, 1891. 
 
 (Signed) HALSBURY, C. 
 
 I concur. 
 
 M. HICKS-BEACH, 
 
 President of the Board of Trade. 
 
 The 1 4th day of February, 1891.
 
 COMPANIES , (\YIXDIXG-UP) RULES. 3 I 5 
 
 FORMS. 
 
 No. i. 
 NOTICE OF INTENTION* TO APPEAR ON* PETITION*. 
 
 In the matter of the Companies Acts, 1862 
 to 1890, 
 
 and 
 In the matter of the (a) () insert 
 
 Company. name of con: 
 
 fh\ pany - 
 
 VV {b) State full 
 
 TAKE NOTICE that A. B. a creditor [or, contributory] of the name, or if a 
 
 1 . . , . finn, the naint- 
 
 above company intends to appear O f t i ie fj ni , 
 
 on the hearing of the petition advertised to be heard on -the 
 day of 189 and to support 
 
 [or, oppose] such petition. 
 
 [Signed] (c) '[Name of person or firm.] (<) '!' '^ 
 
 signed by the 
 
 To . [Address.] 
 
 No. 2. 
 ADVERTISEMENT OF PETITION. 
 
 In the matter of the Companies Acts, 1862 
 to 1890, 
 
 and 
 In the matter of the (a) (a) Insert 
 
 ,-, name of coin- 
 
 Company. pauy . 
 
 NOTICE is hereby given that a petition for the winding up 
 
 of the above-named company by (b) the High Court of Justice C>) If "e 
 r *v n n c -i u i j winding up is 
 
 [or, the County Court of ] holden at to be subject u> 
 
 [or, as the case may be] was, on the day of supervision >- 
 
 sort msteiul of 
 
 189 , presented to the said Court by the said company [or, "by "the 
 by A. B. of a creditor [or, contributory] ^S^f 
 
 of the said company [or, as the case imiy be]. And that the vision of." 
 said petition is directed to be heard before the Court sitting at 
 
 on the day of 
 
 189 ; and any creditor or contributory of the said 
 company desirous to support or oppose the making of an
 
 APPENDIX III. 
 
 order on the said petition may appear at the time of hearing 
 
 <c) lu the by himself or (c) his counsel for that purpose ; and a copy of 
 
 mk" "'his soli-' tne Potion will be furnished to any creditor or contributory 
 
 eitor or." of the said company requiring the same by the undersigned 
 
 on payment of the regulated charge for the same. 
 
 (d) To be 
 
 signed by the 
 solicitor to the 
 petitioner. or 
 
 tioneHniehas 
 no solicitor. 
 
 [Signed] (d) 
 
 [Name.] 
 [Address.] 
 
 e. Any person who intends to appear on the hearing of 
 the said petition must serve on or send by post to the above 
 named notice in writing of his intention so to do. The notice 
 must state the name and address of the person, or if a firm the 
 name and address of the firm, and must be signed by the person 
 or firm or his or their solicitor (if any), and must be served, or 
 if posted, must be sent by post in sufficient time to reach the 
 above named, not later than six o'clock in the afternoon of the 
 of 189 . 
 
 No. 3. 
 
 LIST OF PARTIES ATTENDING THE HEARING OF A PETITION. 
 (Title.} 
 
 The following are the names of those who have given notice 
 of their intention to attend the hearing of the petition herein 
 on the day of 189 . 
 
 Names. 
 
 Addresses. 
 
 Creditors. 
 
 C'ontribu- 
 torie*. 
 
 Opposing. 
 
 Supporting-. 
 
 
 
 
 

 
 COMPANIES (WIXDING-UP) BULKS. 
 
 No. 4. 
 
 NOTIFICATION TO OFFICIAL RECEIVER OF ORDERS PRONOUNCED 
 ON PETITIONS FOR WINDING UP. 
 
 (Title.) 
 
 To the Official Receiver of the Court. 
 (Address.) 
 
 Orders pronounced this dny by the Honourable Mr. Justice 
 [or, as the case may be] on petitions for winding up of 
 companies under the Companies Acts, 1862 to 1890. 
 
 Name of Company. 
 
 Reyistered Office of 
 Company. 
 
 Petitioner's Solicitor. 
 
 

 
 APPENDIX III. 
 
 No. 5. 
 
 NOTIFICATION TO OFFICIAL RECEIVER OF ORDER PRONOUNCED 
 FOR APPOINTMENT OF OFFICIAL RECEIVER AS PROVISIONAL 
 LIQUIDATOR PRIOR TO WINDING-UP ORDER BEING MADE. 
 
 (Title.} 
 
 To the Official Receiver of the Court. 
 (Address.} 
 
 Orders pronounced this day by the Honourable Mr. Justice 
 [or, as the case may be] for the appointment of 
 the Official Receiver as provisional liquidator prior to any 
 Winding-up Order being made. 
 
 Xaine of Company. 
 
 Registered Office of 
 Company. 
 
 1'etitioner's Solicitor. 
 
 

 
 INDEX. 
 
 A. & B. LISTS, 46, no: see COXTUIBUTORIES 
 ABSCONDING CONTRIBUTORY, 137 
 
 ACCEPTANCE 
 
 on behalf of company, 17, 1 8 
 of shares, 38 
 
 ACCOUNTS 
 
 books of, to be kept by liquidator, 1 1 5 
 to be sent to Board of Trade, 1 16, 117 
 trading account, 116, 211 
 
 form of, 295 
 
 where the winding-up continues beyond a year 
 of liquidator in voluntary winding-up, 127 
 
 form of, 307 
 
 separate, of different estates, 159- 
 audit of liquidator's, i6c, 211 
 certificate of, 293 
 summary of, 211 
 
 form of, 297, 309 
 affidavit verifying form of, 293, 310 
 
 ACTION 
 
 power of liquidator to bring, 97 
 
 transfer of, 80 
 
 title of form of, 225 
 
 ADMINISTRATION 
 
 liquidator may take out letters of to deceased contributory, 98 
 
 ADVERTISEMENTS 
 of petition, 83, 84 
 
 what it must contain, 84 
 form of, 232, 312, 315 
 of winding-up order, 88 
 
 of hearing to determine on meetings of creditors, 96 
 of intended call, 112 
 of voluntary winding-up, 122
 
 32O INDEX. 
 
 ADVERTISEMENTS (continued] 
 
 of meeting to consider the liquidator's account in a voluntary 
 
 winding-up, 127 
 of appointment of liquidator, 195 
 
 memorandum of, 214, 301 
 gazetting, 215 
 for meeting of committee of inspection, form of, 275 
 
 AFFAIRS, STATEMENT OF, 92, 93, 151, 193: see STATEMENT OF 
 
 AFFAIRS 
 form of, 242, 261 
 
 AGREEMENTS : see CONTRACTS 
 ALLOTMENT OF SHARES, 38 
 
 ALTERATIONS 
 
 in articles of association, 29 
 
 in memorandum of association, 31-35 : see a'so INCREASE and 
 REDUCTION OF CAPITAL 
 
 AMALGAMATION, 12, 137 
 
 AMENDMENTS 
 
 of articles of association, 29 
 
 of memorandum of association, 31-35 
 
 ANNUAL MEETING, 68 
 
 ANNUITY 
 
 rules for valuing on winding- ap, 13, . 
 
 APPEALS 
 
 from official receiver, Board of Tiacle, and li}iulator. 77, 78 
 
 from winding-up order, 88 
 
 from acts of liquidator, 98, 162 
 
 from rejection of proof, 106, 113 
 
 on question of release of liquidator, 122 
 
 APPLICATIONS 
 for shares, 38 
 in winding-up, 77 
 
 for transfer from one Court to another, 77 
 to be made in open Court, 77 
 for costs?, 79 
 for directions, 98, no 
 to vary list of contributories, in 
 
 ARRANGEMENTS 
 
 by company with its creditors, 126, 135 
 
 ARREST 
 
 of person failing to attend a public examination, 96 
 of absconding contributory, 137
 
 INDEX. 3 2 I 
 
 ARTICLES OF ASSOCIATION 
 
 whom prepared by, 28 
 
 what they contain, 29 
 
 stamp on, 30 
 
 number of subscribers to, 30 
 
 how binding on company and members, 30 
 
 copies of, for members. 3 1 
 
 registration of. 30 
 
 how altered, 29 
 
 how construed, 52 
 
 ASSETS 
 
 sale of, for shares, 135 
 unclaimed, 114, 115, 158, 209 
 affidavit verifying amount of, form of, 296 
 
 ASSIGNEE OF DEI5T 
 can petition, 82 
 of choice in action of company, 142 
 
 ASSOCIATION ILLEGAL, 8 
 ATTACHMENT OF DEBTS, 44 
 
 AUDIT AND AUDITORS, 10, 1 1 
 
 of liquidator's accounts, 106, 211 
 certificate of, 293 
 
 BALANCE SHEETS of banking company, 1 1 
 
 BANK ACCOUNT 
 
 special, 99, 156. 199 
 application for, form of, 266 
 order for, form of, 266 
 
 BANKING COMPANIES 
 
 formed under 7 Gee-. IV. c. 46 : 6 
 
 must be registered when members exceed ten, 8, 10 
 
 statement of capital, &c., 9 
 
 liability on issue of notes, 10 
 
 directors cannot be auditors, 10 
 
 audit of accounts, 10 
 
 auditors, 10, n 
 
 must sign balance sheet, 11 
 contract for sale of shares in, 40 
 
 BANKING PARTNERSHIPS 
 
 when to be registered, 8 
 
 BANK OF ENGLAND 
 
 liquidator to pay money into, 99, 1 55 
 payments into and out of, 155, 199
 
 322 INDEX. 
 
 BANKRUPTCY 
 
 of contributory, 48 
 
 proof of debt by corporation, &c., in, 48, n. 
 
 transmission of shares on, 49 
 
 companies cannot be made bankrupt, 74, . 
 
 proof by liquidator in, 97 
 BENEFIT SOCIETY, 9 
 BILLS OF EXCHANGE 
 
 liability of directors on, 56 
 
 liquidator may draw, &c., on behalf of the company, 
 
 must be produced before voting, 105, 204 
 BOARD OF TRADE 
 
 control over liquidator, 96, 99, 102, 116, 121, 162 
 
 authorizing special bank account, 99, 156, 199 
 forms for, 266 
 
 accounts to be furnished by liquidator to, 1 16 
 
 verification of accounts, 116, 209 
 
 over official receiver, 91 
 
 order for unclaimed assets or dividends by, 158 
 
 sends copy of liquidator's account, 160 
 
 officers appointed by, 163, 164 
 
 accounts of, 164 
 
 orders of, 219 
 
 BOOKS 
 
 of company, 89 
 
 of liquidator, 115, 160, 213, 215 
 
 to be submitted to committee of inspection, 21 
 
 BROKERAGE, 53 
 
 CALLS, 43, 112 : see also CONTRIBUTOBTES 
 irregularities in, 43 
 
 forfeiture of shares for non-payment of, 44 
 set-off against, 50 
 on contributories, 112, 201 
 compromise of, 97, 124 
 sanction to, 112, 261 
 notices of, 112, 201 
 
 forms of notices and resolution, 275, 276 
 how enforced, 113, 125, 202 
 by liquidator, 157, 201 
 application for leave to make, 202 
 summons for, form of, 276 
 affidavit in support of, form of, 277, 279 
 advertisement of, form of, 278 
 order sanctioning, form of, 278 
 notice to be served with, form of, 279 
 order for payment of, 280 
 affidavit of service of, 281
 
 INDEX. 323 
 
 CANCELLATION 
 
 of unissued shares, 63 
 
 of lost capital, 63 
 CAPITAL 
 
 statement of, 9 
 
 how increased, 60 : see IN T CREASE OF CAPITAL 
 
 how reduced, 60-65 : see REDUCTION OF CAPITAL 
 
 cancellation of, 63 : see CANCELLATION 
 
 reserve, 60, 64 
 
 returning, 64 
 
 jurisdiction in winding-up in accordance with, 74, 147 
 
 report as to, 152 
 
 CASH BOOK, 115, 116, 213 
 CERTIFICATE OF INCORPORATION, 31 
 
 CHAIRMAN 
 
 powers of, 67 
 
 report of, 96 
 
 at meeting in winding-up, no, 192 
 
 authority to deputy to act, form of, 237 
 
 CHAMBERS 
 
 proceedings in, 77, 95, 181 
 CHARGING ORDER, 44 
 CHARTER OF INCORPORATION, 4 
 
 CLERKS AND SERVANTS 
 
 wages of, 105, 139 
 
 discharge of, 134. 
 
 COLONIAL REGISTER, 36, 37, 154 
 COMMITTEE OF INSPECTION, 101, 103 
 
 sanction of, to acts of liquidator, 97 
 
 fixes remuneration of liquidator, 98 
 
 provision where none, 99, 103, 113 
 
 member not to purchase assets or make profit of_company, 99, 102, 
 216 
 
 remuneration of, 99, 217 
 
 who may be, 101 
 
 meeting of, 101 
 
 advertisement for meetings, form of, 275 
 
 resignation of, voluntary and involuntary, 101, 102 
 
 vacancies in, how filled up, 102 
 
 sanction of, to calls, 112 
 
 notice of proposed calls, 112, 201 
 
 expenses of, 119 
 
 to audit liquidator's accounts, 211 
 
 certificate of, 293 
 
 direction to invest by, 211 
 
 to inspect books, 213
 
 324 INDEX. 
 
 COMPANY 
 
 different kinds of, 1-14 
 
 cost book mining company, 3, 4: see COST BOOK MINING COM- 
 PANY 
 
 incorporated by the Crown, 4, 5 
 
 ,, special Act of Parliament, 5, 6 
 
 banking companies, 6, 8, 9, 10, n, 40 : see BANKING COMPANIES 
 
 suing in the name of a public officer, 6, n. 
 
 formed under the Companies Act, 7-14 
 
 different kinds of, 7 
 
 number of persons required to form, 7 
 
 contracts by, 17, 18, 66: and see CONTRACTS 
 
 for promoting art, science, &c., 8 
 
 unlimited, 9 
 
 that cannot register under the'Companies Acts, 14 
 
 life assurance companies, 11-13 : see LIFE ASSURANCE COM- 
 PANIES 
 
 not formed under Companies Acts, 13 
 
 defunct, 69 
 
 cannot be made bankrupt, 74, n. 
 
 dissolution of, or voluntary winding-up, 128 
 
 COMPOSITION 
 
 with creditors of company, 135 
 
 COMPROMISE 
 
 power of liquidator to, 97 
 
 COMPULSORY ORDER : see WINDING-UP BY THE COURT 
 
 CONTRACTS 
 
 made before incorporation, 17 
 preliminary agreement, 17 
 
 ratification of, 18 
 
 stamp on, 18 
 of underwriting, 19 
 
 to take shares, 20, 38 : see also PROSPECTUS and ALLOTMENT 
 for sale of shares in banking company, 40 
 for payment of shares otherwise than in cash, 41, 42 
 directors when personally liable on, 55, 56 
 on behalf of company, how made, 66 
 novation of, 136 
 
 CONTRIBUTOR] ES : see also MEMBER 
 definition of, 45 
 A. and B. list of, 46,4110 
 liability en svccessive transfers of shares, 47 
 nature of liability of, 48 
 bankruptcy of, 48 
 death of, 49 
 niarrLge of, 49
 
 INDEX. 325 
 
 CONTRIBUTORIES (continued) 
 right of set-off, 49, 50 
 petition by, 81 
 
 right of, to copy of petition, 83, ?. 
 may appear on petition, 85, 199 
 vote of, 91 
 
 notices to, 90, 91, 109, in, 191, 192, 200 : set also NOTICES 
 compromise with, 97 
 list of, 110-112, 199 
 
 form of, 267 
 
 meetings of, 90, 108, 109, 127, 150, 191 : see MEETINGS 
 absconding, 137 
 
 rules as to meetings of, 166, 169 
 li>t of dividends paid to, form of, 311 
 
 CORPORATIONS 
 definition, i, n. 
 advantages of, i 
 how created, 2 
 proof of debt by, 48, n. 
 foreign, service on, 70 
 
 COST BOOK MINING COMPANY, 3, 4 : see also STANNARIES and 
 STANNARIES COURT 
 
 COSTS 
 
 of petition forwinding-up, 82, 85, 86, 118 
 
 security for, 82, 87 
 
 charge on assets for, 85 
 
 of parties appearing on, 85 
 of shorthand writer, 78 
 application for, 79 
 of second petition, 86 
 of person publicly examined, 95 
 of statement of affairs, 92 
 of security of liquidator, &c., 9 
 of solicitor in winding-up, 100 
 of proof of debt, 104, 108 
 of voluntary winding-up, 128 
 of appeal from rejection of proof, 108 
 of meetings, 109, 192 
 order of payment of , 118, 119, 187, 188 
 taxation of, 119-121, 185-187: see TAXATION 
 
 COUNTY COURTS 
 
 jurisdiction of, 74, 75, 76, 147, 148, 183 
 public examination in, 95 
 place of sittings of, 184 
 title in, form of, 225 
 
 COUPONS, 44
 
 326 INDEX. 
 
 COURTS 
 
 having jurisdiction in winding-up, 74-80, 147 
 
 COVERING DEED, 58 
 
 CREDITOR 
 
 right to object to reduction of capital, 62 
 
 may present petition for winding-up, 81, 82 
 
 right to copy of petition, 83, n. 
 
 may appear on petition, 84 
 
 petition by, 86 
 
 proof of debt of, 91, 103-108, 203-204 : see also PROOF OF DEBT 
 
 notices to, 90, 91, 108, 109 : see also NOTICES 
 
 meetings of , 90, 91, 150, 191, 192 
 
 rules as to, 166-169 
 arrangements with, 126, 135 
 may be interrogated, 137 
 secured, 137 
 execution, 132, 134 
 
 CROWN 
 
 power to incorporate companies, 4 
 
 letters patent of, 5 
 
 charter of, 139 
 preferential right of, 139 
 
 DAMAGES 
 
 against directors, 140, 141, 155 
 
 DEATH 
 
 transmission of shares on, 39 
 
 DEBENTURE 
 
 usual form of, 
 
 different kinds of, 58 
 
 covering deed, 58 
 
 when bill of sale, 58 
 
 can consist of one document, 58 
 
 demand for payment, 59 
 
 DEBTS 
 
 attachment of money due from liquidator 44 
 
 proof of, 48, ., 91, 103-108, 203-206 : see PROOF OF DEBT 
 
 set off of, 50 
 
 when company deemed unable to pay, 73, 74 
 
 compromise of, 97, 126, 135 
 
 provable, 137 
 
 Statute of Limitations, 142 
 
 interrogatories as to, 1 37 
 
 preferential, 138, 139 
 
 DEEDS 
 
 power of liquidator to execute, 97
 
 INDEX. 
 
 DEFUNCT COMPANY, 69 
 
 DELEGATION 
 
 by directors, 53 
 
 DELINQUENT DIRECTORS AND OFFICERS, 141, 143, 198 
 DEPOSIT SOCIETY, 9 
 
 DIRECTIONS 
 
 application for, 98, no 
 
 DIRECTORS 
 
 their liability on prospectus, 20, 21 : see PROSPECTUS 
 
 their liability under the Directors' Liability Act, 1890 : 23-27 
 
 indemnity, right to, 26 
 
 nature of agency of, 51, 53 
 
 difference between, and trustees, 5 1 
 
 quorum, 52 
 
 authority of, 52 
 
 delegation by, 53 
 
 removal of, 53 
 
 ultra vires acts of, 53, 54, 55 
 
 payment of brokerage by, 53 
 
 double capacity of, 54 
 
 bonuses to, 54 
 
 discretion of, 55 
 
 mistakes by, 55 
 
 unlimited liability of, 55 
 
 liability on b'lls, notes, &c., 56 
 
 personal liability of, 56 
 
 delinquent, 141, 143, 198 
 
 motion against, 143, 198 
 destroying or altering book*, 143 
 
 DIRECTORS' LIABILITY ACT, 1890 : 23-27 
 
 DISCOUNT 
 
 issue of shares at, 43 
 
 DISSENTIENTS 
 
 purchase of share of, 34 
 
 cannot be compelled to take shares, 135 
 
 DISTRESS, 132, 133, 139 
 DISTRINGAS, 45 
 
 DIVIDENDS, 59, 113-114 
 only out of profits, 59 
 are premiums on shares ? 59 
 debentures issued as, 60 
 notice of, 113, 114, 206 
 declaration of, 114 
 unclaimed, 114, 158, 209
 
 328 INDEX. 
 
 affidavit verifying, form of, 295 
 
 njtice of intention to declare, form of, 285 
 
 notice of, 288 
 
 list of, form of, 311 
 
 DOCUMENTS 
 
 proof of registered, 31 
 falsifying, 143 
 
 EXAMINATION OF OFFICERS OF A COMPANY, 140: see also 
 PUBLIC EXAMINATION 
 
 EXECUTIONS, 132, 134 
 
 EXECUTORS, 39 
 
 EXTRAORDINARY RESOLUTION, 67 
 
 FEES, scale of, 303 
 
 FILE, in winding-up, 106, 107 
 
 FORFEITURE of shares, 65 
 
 FORMS 
 
 costs occasioned by not using, 180 
 
 FRAUD, 2O, 2O-27 : 8ee a h MISREPRESENTATION 
 FRAUDULENT PREFERENCE, 142 
 
 GAZETTING NOTICES, 215 
 
 GENERAL MEETINGS, 68 : see also MEETINGS 
 
 HIGH COURT 
 
 jurisdiction in winding-up, 74, 147, 148 
 proceedings in, 180 
 
 INCORPORATION OF COMPANY, 31 
 INCREASE OF CAPITAL, 60 
 INJUNCriON, 132 
 INSPECTION of accounts and reports, 93, 118 
 
 INSURANCE COMPANY 
 statement of capital of, 9 
 deposit by, 1 1 
 amalgamation of, 12 
 winding-up of, 12, 13, 81 
 insolvency of, how determined, 13 
 valuation of policies, 13, n. 
 novation by, 136, 137
 
 INDEX. 
 
 329 
 
 INTEREST 
 
 proof for, 104 
 
 on balance over ^2000 : 160 
 
 INTERROGATORIES, 137 
 
 INVESTMENT 
 
 of returned capital, 65 
 
 JOINT STOCK COMPANY : sec COMPANY 
 JUDGMENTS, 132, 133, 134 
 
 LANDLORD, rights of, 133, 139 
 
 LETTERS PATENT, 5 
 
 LIABILITY OF MEMBERS: set CONTRIBUTORY 
 
 LICENCE to hold land, 9 
 
 LIFE ASSURANCE COMPANY : see INSURANCE COMPANY 
 
 LIMITATIONS, STATUTE OF, 142 
 
 LIQUIDATOR 
 
 who is, 89, 149 
 
 what he must do before acting, 89, 149 
 duty to official receiver, 89 
 security by, 89, 96, 97, 149, 195 
 certificate that he has given security, form of, 262 
 appointment of, 91, 194 
 advertisement of, 195 
 form of order, 262 
 acts of, requiring sanction, 97, 156 
 acts requiring no sanction, 97, 156 
 vacancy in office, 89, 96, 212 
 compromise by, 97 
 application for directions, 98 
 appeal from acts of, 98, 162 
 remuneration of, 98, 119, 215 
 
 control of Board of Trade over, 96, 99, 102, 116, 121, 162 
 purchase of assets by, 99 
 bank of, 99, 156 
 liable as a paid agent, 100 
 production of documents by, 100 
 
 duty as to proofs, 105, 106, 107 : tee alto PROOF OF DEBT 
 can administer oaths, 106 
 
 directions of creditors and contributories to, 1 10 
 settles list of contributories, 110-112, 199 : see CONTRIBUTORIES 
 unclaimed dividends, 114-115, 158 
 
 books of account of, 115, 160: see also CASH BOOK and RECORD 
 BOOK
 
 33O INDEX. 
 
 LIQUIDATOR (continued} 
 
 accounts to be sent to Board of Trade, 116, 117, 211 
 
 transmission of, 307 
 
 statement as to pending liquidations, 117, 118, 157, 208 
 certificate of employment by, 1 20 
 release cf, 121, 161, 212 
 
 in voluntary winding-up : see YOLUNTAEY WlNDlNG-UP 
 interrogatories by, 137 
 trustee for creditors, 142 
 selling assets for shares, 135 
 retaining more than ^50 in his hands, 156 
 cannot rectify register, 157, 200 
 requires special leave to make call, 157 
 in position of a receiver, 200 
 
 US PENDENS, petition is, 88 
 LOAN SOCIETY, 8 
 
 MANAGER, 90, 119, 150, 191 
 
 MARRIAGE 
 
 transmission of shares on, 39 
 
 MEETINGS, 68 : see ANNUAL and STATUTORY MEETING 
 of committee of inspection, 101, 112, 202 
 in winding-up, 108 
 
 notice of, 90, 91, 109, 108, 109, 126 : see also NOTICES 
 adjourned, 109, 191 
 memorandum of, form of, 239 
 costs of, 109 
 
 of creditors and contributories, 90, 150, 191 
 when held, 91 
 rules as to, 166-169 
 in a voluntary winding-up, 127 
 after a petition for a supervision order, 129 
 quorum, 169, 191 
 notice of, form of, 237 
 list of creditors at, form of, 240 
 result of, form of, 240 
 
 MEMBERS, 45, 48 
 
 liability of, 7 : see also CONTRIBUTORY 
 number required to form a company, 8 
 dissentient, 34, 135 : see also DISSENTIENTS 
 increasing liability of, 64 
 register of, 36, 37, 42, 44 
 
 rectifying, 37, 42, 44 
 
 fraud on, 20-27, 37 : see also MISREPRESENTATION 
 contracts limiting liability of, 48
 
 INDEX. 351 
 
 MEMBERS (continued) 
 set-off by, 49, 50 
 votes of, 67 
 resolutions of, 66. 67 
 
 MEMORANDUM OF ASSOCIATION 
 whom prepared by, 28 
 requisites on, 30 
 number of subscribers to, 30 
 how binding on company and members, 30 
 registration of, 30 
 
 objects of company to be stated in, 31 
 members' rights to copy of, 31 
 
 alterations in, 31-35: see also INCREASE and REDUCTION cr 
 CAPITAL 
 
 MISREPRESENTATIONS 
 in prospectus, 20 
 
 remedy of persons misled by, 20-27 
 proof required, 22 
 
 MONEY CLUBS, 8 
 
 MORTGAGES 
 register of, 68 
 
 power of company to mortgage, 69 
 of calls, 69 
 
 MUTUAL INSURANCE COMPANY, 8 
 
 NAME OF COMPANY 
 how altered, 34 
 to be painted on office, 68 
 striking off the register, 69 
 
 NOTICES 
 
 of meetings, 68, 90, 91, 108, 109, 127, 191, 192: see also CONTRiui> 
 TOBIES, CRKDITORS.MEETINGS, and VOLUNTARY WINDINC-UP 
 of transfer from one Court to another, 76 
 
 form of, 226 
 service of, 80 
 service by post, 80 
 
 of persons intending to appear on petition, 85 
 on winding-up order, 88 
 of public examination, 95, 197 
 certificate of posting, 109 
 
 form of, 238 
 of settling list of contributories, Hi, 199 
 
 form of, 268 
 
 certificate of, 268 
 to persons put on list of contributories, in, 200 
 
 form of, 270
 
 332 INDEX. 
 
 NOTICES 'continued) 
 of calls, 112, 201 
 of dividend, 113 
 whom to, 113 
 
 of appointment to tax, 120 
 of application for release by liquidator, 121 
 winding-up has effect of notice of discharge, 134 
 of motion against delinquent directors, 143, 198 
 to creditors of first meeting, form of, 235 
 to contributories ,, 236 
 
 to directors, &c. ,, 237 
 
 of meeting, form of, 237 
 list of contributories, form of, 268 
 supplemental, 271 
 
 order on application to vary list, form of, 273 
 by liquidator requiring payment of money, &c., form of, 274 
 to committee of inspection to sanction call, form of, 274 
 to be served with order for call, form of, 279 
 of intention to declare dividend, 285 
 of dividend, 288 
 
 of intention to apply for release, form of, 293 
 for " London Gazette," form of, 298 
 
 NOVATION OF CONTRACTS, 136, 137 
 
 OFFICE OF COMPANY, 68 
 
 OFFICERS 
 
 pension to, 57 
 
 examination of, by Court, 140 : see also PUBLIC EXAMINATION 
 
 delinquent, 143 
 
 appointed by Board of Trade, 163 
 
 OFFICIAL LIQUIDATOR, 89 : see LIQUIDATOR 
 
 OT'FICIAL RECEIVER 
 
 when provisional liquidator, 89, 149, 188, 318 
 
 when official liquidator, 89 : see OFFICIAL LIQUIDATOR 
 
 when official receiver and liquidator, 89 
 
 supplies form for statement of affairs, 92 
 
 reports of, 90, 93, 94, 96 
 
 form of, 93, 196 
 powers and duties with regard to proofs, 105, 106, 107, 205 : *ee 
 
 also PROOF OF DEBT 
 may appoint deputy to use proxies, 108 
 duty on taxation of costs, 120 
 certificate of employment by, 120 
 petition for winding-up by the Court, 131, 157 
 appointment of, 217 
 removal of, 218 
 assistant official receiver, 218
 
 INDEX. 333 
 
 OFFICIAL RECEIVER AND LIQUIDATOR, 89, 195: me uk" 
 LIQUIDATOR and OFFICIAL RECEIVER 
 
 OPEN COURT, proceedings in, 77, 95, 181 
 ORDER: see WINDING-UP ORDER 
 ORDINARY RESOLUTION, 66 
 
 PALATINE COURT 
 
 jurisdiction of, 74, 76, 147 
 public examination in, 95 
 
 PARTNERSHIP, i, 8 
 
 PENALTIES 
 
 where less than seven members, S 
 
 for not registering office, 68 
 
 for not making statement of affairs, 92 
 
 for pretending to be a creditor or contributor}-, 93 
 
 for failure to attend a public examination, 95, 198 
 
 for not sending statement as to pending liquidations.. 117. 15 
 
 for liquidator retaining more than ^50 : 156 
 
 PENSION, 57 
 
 PETITION 
 
 by policy-holders, 13, 8 1 
 
 for reduction of capital, 62 
 
 when to be in open Court, 78 
 
 for winding-up by the Court, 81-88, sec cdo WINDINC-UP IVn- 
 
 TIOX 
 
 after voluntary winding-up, 128 
 
 for winding-up subject to supervision, 129 
 
 after voluntary winding-np or supervision order, 131 
 
 restraining proceedings after, 132 
 
 register of, form of, 302 
 
 POST 
 
 service of notices by, 5 1 
 certificate of posting, 109 
 affidavit of postage, form of, 238 
 certificate of, 238 
 
 PREFERENCE, FRAUDULENT, 142 
 PREFERENTIAL PAYMENTS, 138 
 POLICY-HOLDERS, petition by, 13, 81 
 POLL, 67 
 
 PROCEEDINGS : see also APPLICATIONS 
 transfer of, 76, 77 
 service of, in winding-up, 80, 184 
 to be heard in open Court, 77, 95, 181 
 to commit, 79
 
 334 INDEX. 
 
 PROCEEDINGS (continued} 
 
 who entitled to attend, 80 
 
 how entitled, 181 
 
 to make a call, 112, 201, 202 
 
 attendance at, of parties, 219 
 
 title of, form of, 225 
 PROMISSORY NOTES, 56, 98, 10;, 204 
 
 PROFITS, PREMIUMS ON SHARES, 59 
 dividends only out of, 59, 61 
 are premiums on shares ? 59 
 applying, in reduction of capital, 64 
 
 PROMOTER 
 
 who is, 15, 24, n. 
 
 solicitor to company not, 15 
 
 fiduciary relationship of, 1 5 
 
 consequences of, 16 
 when vendors are, 16-17 
 contracts of, how far binding on company, 17 
 contracts of, to be stated in prospectus, 22 
 prepares memorandum of association, 28 
 public examination of, 94, 96, 152 
 
 PROOF OF DEBT 
 
 on bankruptcy of contributory, 48, 97 
 
 by corporation, 48, n. 
 
 hearing of, in open Court, 77 
 
 lodging of, 91 
 
 effect of, not proving, 103 
 
 how made, 103, 203 
 
 discounts to be deducted from, 104, 203 
 
 for rent, &c., 104, 203 
 
 on debt not immediately payable, 104, 203 
 
 interest on overdue debts, 104, 203 
 
 for bills, &c., 105, 204 
 
 lodging, 105, 204 
 
 wages, 105, 204 
 
 admission and rejection of, 106, 107, 204-206 
 
 appeal from rejection of, 106, 113, 205, 206 
 
 expunging, 106, 205 
 
 filing of, 106 
 
 monthly list of, 107 
 
 debts provable, 137 
 
 who may make affidavit, 103, 203 
 
 what affidavit must contain, 103, 203 
 
 must show if creditor secured or not, 104, 203 
 
 costs of proof, 103, 203 
 
 form of, 282 
 
 of workman, 283 
 notice of rejection of, 284
 
 INDEX. 335 
 
 PROSPECTUS 
 what it is, 19 
 practice as to issue of, 19 
 who responsible for, 20, 24 
 misrepresentations in, 20, 23 
 
 remedy of persons misled by, 20-27 
 ambiguous representations in, 22 
 contracts to be stated in, 22 
 fraudulent persons liable for, 20-22 
 remedy for omissions in, 23 
 Directors' Liability Act, 1890: 23-27 
 
 contribution under, 26 
 waiver clause in, 27 
 exaggeration in, 27 
 
 PROVISIONAL LIQUIDATOR, 89 
 
 order appointing official liquidator, 235 
 
 PROXY, 1 08 
 
 voting by, 67, 91 
 
 stamp on, 67 
 
 lodging of, 108, 207 
 
 of blind, &c., creditor, 108, 207 
 
 who cannot be appointed, 108, 207 
 
 deputy of official receiver, 108 
 
 general, 168 
 
 form of, 289 
 special, 168 
 
 form of, 290 
 
 authority to deputy to use, form of, 237 
 certificate to be signed by person filling up, 290, 291 
 
 PUBLIC EXAMINATION, 94-96, 152 
 when to be in open Court, 77, 197 
 evidence on, 78 
 shorthand writer, 78 
 default in answering on, 79 
 
 report to Court of, form of, 264 
 
 warrant against person making default, 264 
 of promoters, &c. , 94-96 
 who may take part in, 94 
 notice of, 95, 197 
 notes of, 95 
 on oath, 96 
 
 right of person examined, 95 
 costs allowed to person examined, 95 
 default in attending, 96, 198 
 
 notes of, where shorthand writer employed, form of, 227 
 notes of, where no shorthand writer, form of, 227
 
 336 INDEX. 
 
 PUBLIC EXAMINATION (continued] 
 order for, form of, 263 
 order appointing time for, form of, 263 
 order that examination is concluded, form of, 264 
 
 QUORUM 
 
 of directors, 52 
 creditors counted in, 109 
 at meetings, 169, 191 
 
 BATES AND TAXES, 138 
 RECEIVER, 90, 150 
 RECONSTRUCTION, 136 
 RECORD BOOK, 115. 213 
 
 RECTIFICATION 
 
 of register, 37, 42, 78 
 
 of list of contributories, 1 1 1 
 
 liquidator cannot rectify register, 157 
 
 REDUCTION OF CAPITAL, 60-65 
 
 ways in which it usually takes place, 61 
 when creditors can object, 62, 63 
 publication of reasons for, 63 
 investment of returned capital, 65 
 
 REGISTER 
 
 of members, 36, 37, 42, 44 
 of mortgages, 48 
 liquidator cannot rectify, 157 
 of proceedings, 213 
 
 REGISTERED OFFICE, 68 
 
 REGISTRAR OF JOINT STOCK COMPANIES, 30, 31, 34, 117, 208 
 
 REGISTRATION 
 of companies, 30 
 
 of alteration in the name of a company, 34 
 of alterations in memorandum or articles, 34 
 of contract to take .-hares, 41 
 
 REGULATIONS OF COMPANY. 29 : see ARTICLES OF "ASSOCIATION 
 
 RELEASE 
 
 of liquidator, 121, 161, 214 
 
 statement to accompany application for, form of, 286 
 notice of intention to ap^ly for, fo.'iii of, 293 
 applicatioi for, form o 1 ', 294 
 
 RENT, 104
 
 INDEX. 337 
 
 REPORTS 
 
 of auditors, 1 1 
 
 of official receiver, 90, 93, 94, 152, 196 
 
 preliminary, 93, 152 
 
 right of person examined to copy, 95 
 
 as to unclaimed dividends, 114, 115 
 
 as to pending liquidation, 117, 118 
 
 by Board of Trade, 121 
 
 as to capital, 152 
 
 as to contumacious witness, 184 
 
 RESERVE FUND, 60, 64 
 
 RESOLUTIONS, 66, 67 : see also EXTRAORDINARY, ORDINARY, and 
 
 SPECIAL RESOLUTION 
 of creditors, 1 10 
 of contributories, 1 10 
 liquidator to pay regard to, no, 161 
 
 RULES, GENERAL, powers to make, 162 
 
 SALARY, 105, 139 
 
 SALE 
 
 of company's business, &c., 135 
 costs of, 212 
 
 SEAL, 66, n. 
 
 SECURITY 
 
 of liquidator, 89, 96, 149, 195 
 
 of special manager, 90, 150, 195 
 
 amount of, 96 
 
 default in giving, 97, 196 
 
 costs of giving, 96 
 
 certificate that security has been given, form of, 262 
 
 SERVICE 
 
 of notices, 80 
 
 affidavit of, form of, 272 
 
 by post, 81, 185 
 
 of winding-up petition, 84, 189 
 
 of writ of summons, 3, 6, 70 
 
 of process in winding-up, 80, 184 
 
 SHARES 
 
 underwriting, 19 
 repudiation of, 20 
 
 effect of delay in, 20 
 preference, 35, 40 
 founders', 35 
 contracts to take, 38 
 transfer of, 39, 47. 48, 125, 128, 132 : see TRANSFER 
 
 Y
 
 338 INDEX. 
 
 SHARES (continued) 
 
 transmission on deaths, &c., 39 
 
 difference between, and stock, 40 
 
 not within I7th sec. of Stat. of Frauds, 40 
 
 are personal property, 40 
 
 contracts for sale of, 40 
 
 payment in fully paid-up, 41 
 
 issued at a discount, 43 
 
 calls on, 43 
 
 forfeiture of, 44 
 
 warrants for fully paid, 44 
 
 charging orders, 44 
 
 distringas on, 45 
 
 purchase of its own, by company, 62, 65 
 
 cancellation of, 63 
 
 sub-division of, 64 
 
 SHARE WARRANTS, 44 
 
 SHORTHAND WRITER 
 
 appointment of, 76, 183 
 
 form of, 226 
 
 declaration by, form of, 226 
 remuneration of, 79, 184 
 who liable to pay, 79 
 costs of, 119 
 
 SINKING FUND, 59 
 
 SOLICITOR 
 
 not a promoter, 1 5 
 
 to official liquidator, 94, 97, 98, 157 
 
 costs of, 100 
 
 SPECIAL CASE, 78 
 
 SPECIAL MANAGER, 90, 119, 150, 191, 197, 219 
 affidavit of, verifying accounts, form of, 297 
 
 SPECIAL RESOLUTION, 72. 67 
 
 STAMPS 
 
 on articles of association, 30 
 on memorandum 30 
 
 on debentures, 58 
 
 STANNARIES 
 
 miners' rights in, 140 
 
 STANNARIES COURT 
 
 jurisdiction of, 3, 74, 75, 76, 147 
 public examination in, 95
 
 INDEX. 339 
 
 STATEMENT AS TO PENDING LIQUIDATIONS, 117, 118 
 
 STATEMENT OF AFFAIRS, 92, 93, 151, 193 
 persons liable to make, 92 
 what it contains, 92 
 forms for, 92 
 time for, 92 
 
 default in delivering, 92, 194 
 right of creditors and contributories to see, 93 
 costs of, 119, 194 
 form of, 242-261 
 
 STATEMENT OF CAPITAL, &c., 9 
 STATUTORY MEETING, 68 
 STOCK, 40, 44 
 SUB-DIVISION OF SHARES, 64 
 
 SUMMONS : see WRIT OP SUMMONS 
 
 to person to attend examination, form of, 265 
 
 TABLE A., 29 
 
 TAXATION OF COSTS, 119-121, 185-187 
 procedure on, 119 
 certificate of employment, 120, 186 
 certificate of, 120, 186 
 review of, 120, 186 
 return of taxing-master, form of, 228 
 certificate of, form of, 228 
 register to be kept by taxing-master, 229 
 
 TAXES AND RATES, 138 
 
 TRADING ACCOUNT, 116, 211 
 form of, 295 
 affidavit verifying, 295, 310 
 
 TRANSFER FROM ONE COURT TO ANOTHER, 76, 77, 148.. 149 
 form of, 225 
 notice of, form of, 226 
 
 TRANSFER OF ACTION, 80 
 
 TRANSFERS OF SHARES, 39 
 liability on successive, 47 
 in insolvent company, 48 
 
 where company is within the Stannaries, 48, . 
 after commencement of winding-up, 125, 128, 132 
 
 TRUSTS 
 
 not recorded on register, 44
 
 34O INDEX. 
 
 ULTRA VIRES 
 
 acts of directors, 53, 55 
 
 acts which can be sanctioned by company, 56, 57 
 
 UNCLAIMED DIVIDENDS OR ASSETS, 114, 115, 158 
 affidavit verifying account of, form of, 296 
 
 UNDERWRITING, 19 
 
 UNLIMITED COMPANY 
 can register as limited, 9 
 
 UNPAID CAPITAL 
 
 increase of, 64 
 
 UNREGISTERED COMPANY 
 
 winding-up of, 73, n. 
 
 VENDORS 
 
 when promoters, 16 
 
 VOLUNTARY WINDING-UP 
 
 when company maybe wound up voluntarily, 123 
 notice of, to be gazetted, 123 
 consequences of, 124 
 liquidator, how appointed, 1 24 
 
 may be appointed at same meeting as resolution for, 124 
 
 powers of, 124 
 
 delegation of appointment of, 126 
 
 vacancy in office, 127 
 
 removal of, 127 
 
 accounts of, 127 
 commencement of, 125 
 enforcing calls in, 125 
 general meetings in, 127 
 transfers of shares in, 125, 128 
 dissolution of company, 128 
 costs of, 128 
 
 subsequent compulsory order, 128 
 power of Court over, 143 
 
 VOTES 
 
 number of, 67 
 
 by proxy, 67, 91, 108, 168 : see PROXY 
 
 by creditor, 91, no, 168, 193 : see CREDITOR 
 
 by contributory, 91, no, 168, 193 
 
 WAGES 
 
 proof for, 105, 204 
 
 form of, 283 
 are a preferential debt, 139
 
 INDEX. 341 
 
 WINDING-UP 
 
 of life assurance companies, 12, 13 
 
 of companies not registered under the Companies Acts, 14 
 different ways of, 71 
 
 by the Court, 72-122 : see WINDING-UP BY THE COURT 
 voluntary, 123 : see VOLUNTARY WINDING-UP 
 subject to supervision, 129: see WINDING-UP SUBJECT TO SUPER- 
 VISION 
 
 WINDING-UP BY THE COURT 
 grounds for, 72 
 
 Courts having jurisdiction, 74-80, 147 
 transfer of, 76, 148 
 
 petition for, 81-88: see WINDING-UP PETITION 
 order on, 85 : see WIXDING-UP ORDER 
 conclusion of, 1 1 8 
 meetings in, 90, 150, 191 
 
 WINDING-UP ORDER, 85, 190 
 carriage of, 85 
 on two petitions, 85 
 costs to persons appearing on, 85 
 registrar's duty on, 87 
 notices at foot of, 88 
 appeal from, 88 
 advertisement of, 88 
 service of, 88 
 form of, 233 
 notice of, 234, 317 
 register of, 302 
 
 WINDING-UP PETITION 
 service of, 80 
 who may present, 81 
 by contributory, 81 
 how entitled, 83 
 what it must show, 83 
 affidavit in support, 83, 189 
 
 form of, 233 
 advertisement of, 83, 84, 189 
 
 form of, 315 
 
 who entitled to copy of, 83, ., 190 
 service of, 84, 189 
 
 what petitioner must do before hearing, 84, 312 
 notice by persons appearing at hearing, 85, 312 
 
 form of, 315 
 carriage of order, 85 
 list of parties appearing at hearing, 316 
 costs of, 85 
 by creditor, 86
 
 342 INDEX. 
 
 WINDING- UP PETITION (continued] 
 order on, 87 : see WIXDING-UP ORDER 
 discharge of, 88 
 is a lis pendens, 88 
 form of, 189, 230 
 
 by unpaid creditor, 230 
 affidavit of service, form of, 231, 232 
 advertisement of, form of, 232, 312 
 fee on, 313 
 
 WINDING-UP SUBJECT TO SUPERVISION 
 when it takes place, 129 
 petition for, 129 
 general meetings in, 129 
 effects of order for, 129 
 liquidator in, 130 
 additional, 130 
 commencement of, 132 
 order, form of, 234 
 notice of, form of, 234 
 
 WITNESS 
 
 refusing to answer, 79, 184 
 
 WRIT OF SUMMONS 
 
 service of 
 
 on chartered company, 3 
 
 on company formed under the Companies Acts, 6 
 on foreign corporation, 70 
 
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 ABSTRACT DRAWING 
 
 Scott 32 
 
 ADMINISTRATION ACTIONS 
 
 Walker and Elgood 1 8 
 
 ADMINISTRATORS 
 
 Walker 6 
 
 > ADMIRALTY LAW 
 
 Kay 17 
 
 Smith 23 
 
 ARBITRATION 
 
 Slater .......... 7 
 
 ARTIZANS AND LABOURERS' 
 DWELLINGS Lloyd ..... 13 
 
 BANKRUPTCY 
 
 Baldwin . "V '. . . . . . 15 
 
 Hazlitt 29 
 
 Indermaur (Question & Answer) 28 
 Ringwood . / .T ^T-TyT > 15> 29 
 
 BAR EXAMINATION JOURNAL 39 
 
 BIBLIOGRAPHY ...... 40 
 
 BILLS OF LADING 
 
 Campbell ......... 9 
 
 Kay . . 17 
 
 BILLS OF SALE 
 
 Baldwin 15 
 
 Indermaur. . ^rwrv T^>' 2 ^ 
 Ringwood . . . .'^ .* ~.~ . 15 
 
 BUILDING LEASES AND CON- 
 
 
 Hudson ......... 12 
 
 CAPITAL PUNISHMENT 
 
 Copinger ........ 42 
 
 CARRIERS 
 
 See RAILWAY LAW. 
 
 SHIPMASTERS. 
 CHANCERY DIVISION, Practice of 
 
 Brown's Edition of Snell ... 22 
 
 Indermaur ........ 25 
 
 Williams ........ 7 
 
 And see EQUITY. 
 CHARITABLE TRUSTS 
 
 Cooke ..... .... 10 
 
 Whiteford ........ 20 
 
 CHURCH AND CLERGY 
 
 Brice ......... 9 
 
 CIVIL LAW See ROMAN LAW. 
 CLUB LAW 
 
 Wertheimer ...... ,32 
 
 CODES Argles ....... 32 
 
 COLLISIONS AT SEA Kay . . 17 
 COLONIAL LAW 
 
 Cape Colony . ...... 38 
 
 Forsyth ......... 14 
 
 Tarring ........ 41 
 
 COMMERCIAL AGENCY 
 
 Campbell ."....,.. 9 
 
 COMMERCIAL LAW 
 
 Hurst and Cecil ...... 1 1 
 
 COMMON LAW 
 
 Indermaur . ... ^ .... 24 
 
 COMPANIES LAW 
 
 Brice ......... 16 
 
 Buckley ......... 17 
 
 Reilly's Reports ...... 29 
 
 Smith ......... 39 
 
 Watts ......... 47 
 
 COMPENSATION , 
 
 Browne ......... 19 
 
 Lloyd ......... 13 
 
 COMPULSORY PURCHASE 
 
 Browne. . ' UJ'* 19 
 
 CONSTABLES 
 
 See POLICE GUIDE. 
 
 CONSTITUTIONAL LAW AND 
 HISTORY 
 
 Forsyth ........ 14 
 
 Taswell-Langmead ..... 21 
 
 Thomas ........ 28 
 
 CONSULAR JURISDICTION 
 
 Tarring ........ 42 
 
 CONVEYANCING 
 
 Copinger, Title Deeds .... 45 
 Copinger, Precedents in ... . 40 
 Deane, Principles of ..... 23 
 
 COPYRIGHT 
 
 Copinger . . . . - . ^' . 45 
 
 CORPORATIONS 
 
 Brice ......... 16 
 
 Browne ..... .... 19 
 
 COSTS, Crown Office- 
 
 Short ......... 41 
 
 COVENANTS FOR TITLE gu 
 
 Copinger ........ 45 
 
 CREW OF A SHIP 
 
 Kay 
 
 CRIMINAL LAW 
 
 17 
 
 Copinger . . . . 9f . 42 
 
 Harris ......... 27 
 
 CROWN LAW 
 
 Forsyth ......... 14 
 
 Hall ......... 30 
 
 Kelyng ......... 35 
 
 Taswell-Langmead . . , . . 21 
 
 Thomas ........ 28 
 
 CROWN OFFICE RULES 
 
 Short ......... 10 
 
 CROWN PRACTICE 
 
 Corner ......... 10 
 
 Short and Mellor ...... 10 
 
 CUSTOM AND USAGE 
 
 Browne ......... 19 
 
 Mayne ......... 38 
 
 DAMAGES 
 
 Mayne ......... 31 
 
 DICTIONARIES 
 
 Brown ......... 26
 
 STEVENS & HAYA'ES, BELL YARD, TEMPLE BAR. 
 
 INDEX OF SUBJECTS-"'*""'*/. 
 
 DIGESTS ,-AGE 
 
 Law Magazine Quarterly Digest . 37 
 Menzies' Digest of Cape Reports. 38 
 
 DISCOVERY Pejle 7 
 
 DIVORCE Harrison 23 
 
 DOMESTIC RELATIONS 
 
 Eversley . ;' ' .' '. ' ;' ". . . 9 
 
 DOMICIL See PRIVATE INTER- 
 NATIONAL LAW. 
 
 DUTCH LAW 38 
 
 ECCLESIASTICAL LAW 
 
 Brice 9 
 
 Smith . . , . '., : , 23 
 
 EDUCATION ACTS 
 
 See MAGISTERIAL LAW. 
 
 ELECTION LAW and PETITIONS 
 Hardcastle. . . . ' / . ' , . 33 
 O'Malley and Hardcastle ... 33 
 Seager .-. ,/.; . 47 
 
 EQUITY 
 
 Blyth !'/','> ' 22 
 
 Choyce Cases .. i l j . . . . 35 
 
 Pemberton . . . ..- '.'-'.. 32 
 
 Snell . . -r-eiQOJj T'V- . 22 
 Story . . . ..... '.*-.',: . 43 
 
 Williams .... .//.vl wi'V -{-" . 7 
 
 EVIDENCE 
 
 .? USAGES AND CUSTOMS. 
 
 EXAMINATION OF STUDENTS 
 Bar Examination Journal ... 39 
 
 Indermaur 24 and 25 
 
 Intermediate LL.B 21 
 
 EXECUTORS 
 
 Walker and Elgood 6 
 
 EXTRADITION 
 
 Clarke 45 
 
 See MAGISTERIAL LAW. 
 
 FACTORIES 
 
 See MAGISTERIAL LAW. 
 
 FISHERIES 
 
 See MAGISTERIAL LAW. 
 
 FIXTURES Brown .' '.' . . . 33 
 
 FOREIGN LAW 
 
 Argles 32 
 
 Dutch Law 38 
 
 Foote 36 
 
 FORESHORE 
 
 Moore 30 
 
 FORGERY See MAGISTERIAL LAW. 
 
 FRAUDULENT CONVEYANCES 
 May 29 
 
 GAIUS INSTITUTES 
 
 Harris 20 
 
 GAME LAWS 
 
 See MAGISTERIAL LAW. 
 
 GUARDIAN AND WARD 
 
 Eversley 9 
 
 HACKNEY CARRIAGES 
 See MAGISTERIAL LAW. 
 
 HINDU LAW 
 
 Coghlan 28 
 
 Cunningham 38 and 42 
 
 Mayne 38 
 
 HISTORY 
 
 Taswell-Langmead ..... 21 
 
 HUSBAND AND WIFE 
 
 Eversley , 9 
 
 INDEX TO PRECEDENTS 
 
 Copinger 40 
 
 INFANTS 
 
 Eversley . 9 
 
 Simpson 43 
 
 INJUNCTIONS 
 
 Joyce 44 
 
 INSTITUTE OF THE LAW 
 
 Brown's Law Dictionary ... 26 
 
 INSURANCE 
 
 Porter 6 
 
 INTERNATIONAL LAW 
 
 Clarke 45 ! 
 
 Cobbett . . ..' .v V". 43 | 
 
 Foote 36 i 
 
 Law Magazine 37 
 
 INTERROGATORIES 
 
 Peile 7 
 
 INTOXICATING LIQUORS 
 See MAGISTERIAL LAW. 
 
 JOINT STOCK COMPANIES 
 See COMPANIES. 
 
 JUDGMENTS AND ORDERS- 
 
 Pemberton 1 8 
 
 JUDICATURE ACTS 
 
 Cunningham and Mattinson . . 7 
 
 Indermaur 25 
 
 Kelke 6 
 
 JURISPRUDENCE 
 
 Forsyth 14 
 
 Salmond 13 
 
 JUSTINIAN'S INSTITUTES 
 
 Campbell 47 
 
 Harris . . . . ' . . . . . 20 
 
 LANDLORD AND TENANT 
 
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 LANDS CLAUSES CONSOLIDA- 
 TION ACT 
 
 Lloyd ij 
 
 LAND, IMPROVEMENT OF, by 
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 Emden 8 
 
 LATIN MAXIMS 28 
 
 LAW DICTIONARY 
 
 Brown 26 
 
 LAW MAGAZINE and REVIEW. 37 
 
 LEADING CASES 
 
 Common Law 25 
 
 Constitutional Law 28 
 
 Equity and Conveyancing ... 25 
 
 Hindu Law 28 
 
 International Law 43
 
 STEVENS 6- HAYNES, BELL YARD, TEMPLE BAR. 
 
 INDEX OF SUBJECTS-*""""'*'. 
 
 LEADING STATUTES- 
 
 Thomas 28 
 
 LEASES 
 
 Emden ~f. & 
 
 Copinger- .. ; ,'^. *'' T -V ... 45 
 LEGACY AND SUCCESSION 
 
 Hanson. ,-' !( ,,.',. .-j.<,', < v ffX IO 
 LEGITIMACY AND MARRIAGE 
 
 See PRIVATE INTERNA- 
 TIONAL LAW. 
 
 LIC EN SES See MAGISTERIAL LAW. 
 LIFE ASSURANCE 
 
 Buckley . ->'* . 17 
 
 Reilly . I itHT 'iOviTJ? . 29 
 LIMITATION OF ACTIONS 
 
 Banning .... '4~^Y'^\' . 42 
 LUNACY 
 
 Williams 'i'-. 1 V'-f-k 1 : . . . 7 
 MAGISTERIAL LAW 
 
 Greenwood and Martin .... 46 
 MAINTENANCE AND DESERTION. 
 
 Martin 7 
 
 MARRIAGE and LEGITIMACY 
 
 Foote . fSj^u iy/Fj ... 36 
 MARRIED WOMEN'S PRO- 
 PERTY ACTS 
 
 Worthington's Edition of Griffith. 40 
 MASTER AND SERVANT - 
 
 Eversley 9 
 
 See MAGISTERIAL LAW. 
 ,, SHIPMASTERS & SEAMEN. 
 MERCANTILE LAW 32 
 
 Campbell . 9 
 
 Duncan 33 
 
 Hurst and Cecil 1 1 
 
 Slater 7 
 
 See SHIPMASTERS. 
 ,, STOPPAGE INTRANSITU. 
 MERCHANDISE MARKS- 
 
 Daniel 42 
 
 MINES 
 
 Harris 47 
 
 See MAGISTERIAL LAW. 
 MORTMAIN 
 
 See CHARITABLE TRUSTS. 
 NATIONALITY See PRIVATE IN- 
 TERNATIONAL LAW. 
 NEGLIGENCE 
 
 Beven 14 
 
 Campbell . . 40 
 
 NEWSPAPER LIBEL 
 
 Elliott 14 
 
 OBLIGATIONS 
 
 Brown's Savigny 20 
 
 PARENT AND CHILD 
 
 Eversley 9 
 
 PARLIAMENT 
 
 Taswell-Langmead 21 
 
 Thomas , . . . 28 
 
 PARTITION 
 
 Walker 43 
 
 PASSENGERS 
 
 See MAGISTERIAL LAW. 
 
 RAILWAY LAW. 
 PASSENGERS AT SEA 
 
 Kay . ' . ' Y// . j . %L 17 
 
 PATENTS 
 
 Daniel /{*> 4 2 
 
 Frost . .""..! 12 
 
 PAWNBROKERS 
 
 See MAGISTERIAL LAW. 
 PETITIONS IN CHANCERY AND 
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 Williams 7 
 
 PILOTS 
 
 Kay 17 
 
 POLICE GUIDE 
 
 Greenwood and Martin .... 46 
 POLLUTION OF RIVERS 
 
 Higgins 30 
 
 PRACTICE BOOKS 
 
 Bankruptcy 15 
 
 Companies Law .... 29 and 39 
 
 Compensation 13 
 
 Compulsory Purchase . . . . 19 
 
 Conveyancing 45 
 
 Damages 31 
 
 Ecclesiastical Law 9 
 
 Election Petitions 33 
 
 Equity 7, 22 and 32 
 
 Injunctions 44 
 
 Magisterial 46 
 
 Pleading, Precedents of ... 7 
 
 Railways 14 
 
 Railway Commission . . .. , 19 
 
 Rating ,19 
 
 Supreme Court of Judicature . . 25 
 
 PRACTICE STATUTES, ORDERS 
 AND RULES 
 
 Emden n 
 
 PRECEDENTS OF PLEADING 
 
 Cunningham and Mattinson . , 7 
 
 Mattinson and Macaskie ... 7 
 
 PRIMOGENITURE 
 
 Lloyd , . 13 
 
 PRINCIPLES 
 
 Brice (Corporations). . . , . 16 
 
 Browne (Rating) 19 
 
 Deane (Conveyancing) .... 23 
 
 Harris (Criminal Law) .... 27 
 
 Houston (Mercantile) .... 32 
 
 Indermaur (Common Law) . . 24 
 
 Joyce (Injunctions) ... 44 
 
 Ringwood (Bankruptcy) ... 15 
 
 Snell (Equity) ...... 22 
 
 PRIVATE INTERNATIONAL LAW 
 
 Foote , , . 36
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 INDEX OF 
 
 PROBATE 
 
 Hanson 10 
 
 Harrison 23 
 
 PROMOTERS 
 
 Watts 47 
 
 PUBLIC WORSHIP 
 
 Brice 9 
 
 QUARTER SESSIONS 
 
 Smith (F.J.) ....... 6 
 
 QUEEN'S BENCH DIVISION, Practice 
 of 
 
 Indermaur 25 
 
 QUESTIONS FOR STUDENTS 
 
 Aldred 21 
 
 Bar Examination Journal ... 39 
 
 Indermaur 25 
 
 Waite 22 
 
 RAILWAYS 
 
 Browne 19 
 
 Godefroi and Shortt 47 
 
 See MAGISTERIAL LAW. 
 
 RATING 
 
 Browne 19 
 
 REAL PROPERTY 
 
 Deane 23 
 
 Edwards 16 
 
 Tarring 26 
 
 REGISTRATION 
 
 Elliott (Newspaper) .... 14 
 
 Seager (Parliamentary) .... 47 
 
 REPORTS 
 
 Bellewe f ,'^'-; . . 34 
 
 Brooke . . . t c\ i >/ . . . 35 
 
 Choyce Cases 35 
 
 Cooke 35 
 
 Cunningham 34 
 
 Election Petitions . .-> 2 1 ,' . . 33 
 
 Finlason 32 
 
 Gibbs, Seymour Will Case . . 10 
 
 Kelyng, John . . . > <-; r, r Y . 35 
 
 Kelynge, William . ' '. ' ' ; ' ; . 35 
 
 Reilly 29 
 
 Shower (Cases in Parliament) . 34 
 
 ROMAN DUTCH LAW 
 
 Van Leeuwen 38 
 
 ROMAN LAW 
 
 Brown's Analysis of Savigny . . 20 
 
 Campbell 47 
 
 Harris 20 
 
 Salkowski 14 
 
 Whitfield 14 
 
 SALVAGE 
 
 Jones 47 
 
 Kay 17 
 
 SANITARY ACTS 
 
 See MAGISTERIAL LAW. 
 
 SAVINGS BANKS 
 
 Forbes .18 
 
 SCINTILLAE JURIS - 
 
 Darling (C. J.) 18 
 
 SEA SHORE PAGE 
 
 Hall 30 
 
 Moore 30 
 
 SHIPMASTERS AND SEAMEN 
 
 Kay 17 
 
 SOCIETIES 
 
 See CORPORATIONS. 
 STAGE CARRIAGES 
 
 See MAGISTERIAL LAW. 
 STAMP DUTIES 
 
 Copinger 40 and 45 
 
 STATUTE OF LIMITATIONS 
 
 Banning 42 
 
 STATUTES 
 
 Hardcastle , . 9 
 
 Marcy 26 
 
 New Zealand 18 
 
 Thomas 28 
 
 STOPPAGE IN TRANSITU 
 
 Campbell 9 
 
 Houston 32 
 
 Kay 17 
 
 STUDENTS' BOOKS . 2028, 39, 47 
 SUCCESSION DUTIES 
 
 Hanson 10 
 
 SUCCESSION LAWS- 
 
 Lloyd 13 
 
 SUPREME COURT OF JUDICA- 
 TURE, Practice of 
 
 Cunningham and Mattinson . . 7 
 
 Indermaur 25 
 
 TELEGRAPHS 
 
 See MAGISTERIAL LAW. 
 TITLE DEEDS 
 
 Copinger 45 
 
 TORTS 
 
 Ringwood 13 
 
 TOWNS IMPROVEMENTS 
 
 See MAGISTERIAL LAW. 
 TRADE MARKS 
 
 Daniel 42 
 
 TREASON- 
 
 Kelyng v . 35 
 
 Taswell-Langmead *i 
 
 TRIALS Bartlett, A. (Murder) . . 32 
 
 Queen v. Gurney 32 
 
 ULTRA VIRES 
 
 Brice 16 
 
 USAGES AND CUSTOMS 
 
 Browne '9 
 
 Mayne 3 8 
 
 VOLUNTARY CONVEYANCES 
 
 May 29 
 
 WATER COURSES 
 
 Higgins 30 
 
 WILLS, CONSTRUCTION OF 
 
 Gibbs, Report of Wallace r. 
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 BY JAMES BIGGS PORTER, 
 
 OF THE INNER TEMPLE AND SOUTH EASTERN CIRCUIT,' BARRISTER-AT-LAW. 
 
 ASSISTED BY 
 
 W. FEILDEN CRAIES, M.A., 
 
 OF THE INNER TEMPLE AND WESTERN CIRCUIT, BARRISTER-AT-LAW. 
 
 " In reviewing the first edition of this book we expressed an opinion that it was a painstaking and 
 useful work. Its utility has been shown by the speedy appearance of the present edition, and the labour 
 of its authors is still apparent to anyone who will glance through its pages." Solicitors' Journal. 
 
 " The success of the first edition proves its value. It is clearly and concisely compiled, and upwards of 
 1,500 cases are quoted." Law '1 tines. 
 
 " Mr. Porter's useful book on insurance law has reached a second edition in less than three years, which 
 is not common in a book of this class. The fact is, that in taking up insurance law in all its branches, 
 except marine insurance, he hits upon a popular subject ..... Mr. Porter well fills the gap thus 
 made for him, and he has called to his aid a useful coadjutor in the person of Mr. Craies." Law Journal. 
 
 " When writing on the first edition in 1884, we ventured to predict for Mr. Porter's work a great success. 
 We spoke in terms of unqualified commendation concerning the lucidity of the author's style, the thorough- 
 ness of his work and his happy gift of narrowing down broad and diffusive subjects into a small space. 
 Practical experience of the contents of the volume during the past three years has, we may say, fully con- 
 firmed our favourable views." Insurance Record. 
 
 In Royal I2mo, price 2os. , cloth, 
 
 QUARTER SESSIONS PRACTICE, 
 
 A VADE MECUM OF GENERAL PRACTICE IN APPELLATE AND 
 CIVIL CASES AT QUARTER SESSIONS. 
 
 By FREDERICK JAMES SMITH, 
 
 OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW, AND RECORDER OF MARGATE. 
 
 Second Edition. In one volume, 8vo, price 2is., cloth, 
 
 A COMPENDIUM OF THE LAW RELATING TO 
 
 EXECUTORS AND ADMINISTRATORS, with an Appendix of 
 
 Statutes, Annotated by means of References to the Text. Second Edition. 
 By W. GREGORY WALKER, B.A., of Lincoln's Inn, Barrister-at-Law, and 
 EDGAR J. EI.GOOD, B.C.L., M.A., of Lincoln's Inn, Barrister-at-Law. 
 
 "We highly approve of Mr. Walker's arrange- 
 ment The Notes are full, and as far as we 
 
 have been able to ascertain, carefully and accurately 
 
 compiled We can commend it as bearing 
 
 on its face evidence of skilful and careful labour, 
 and we anticipate that it will be found a very 
 acceptable substitute for the ponderous tomes 
 of the much esteemed 'and valued Williams." 
 Lain Times. 
 
 " Mr. Walker is fortunate in his choice of a sub- 
 ject, and the power of treating it succinctly for 
 the ponderous tomes of Williams, however satisfac- 
 tory as an authority, are necessarily inconvenient 
 
 for reference as well as expensive On the 
 
 whole we are inclined to think the book a good and 
 useful one." Law Journal. 
 
 In royal I2mo, price 45., cloth, 
 A DIGEST OF THE LAW OF 
 
 PRACTICE UNDER THE JUDICATURE ACTS AND RULES, 
 
 AND THE CASES DECIDED IN THE CHANCERY AND COMMON LAW DIVISIONS 
 
 FROM NOVEMBER 1875 TO AUGUST 1880. 
 BY W. II. HASTINGS KELKE, M. A., Barrister-at-Law.
 
 STEVENS S- HAYNES, BELL YARD, TEMPLE BAR. 7 
 
 In 8vo, price 5-r., cloth, 
 
 THE LAW OF MAINTENANCE AND DESERTION, 
 
 AND THE ORDERS OF THE JUSTICES THEREON. By TEMPLR 
 CHEVALLIER MARTIN, Chief Clerk of the Lambeth Police Court, and Joint Author 
 of the " Magisterial and Police Guide," &c. 
 
 Second Edition. Crown 8vo, price Ss. 6J., cloth, 
 
 THE LAW OF ARBITRATION AND AWARDS ; 
 
 With Appendix containing Lord Denman's ARBITRATION BILL, AND 
 STATUTES RELATING TO ARBITRATION, and a collection of Forms 
 and Index. Second Edition. With a Supplement containing an Abstract of the 
 Arbitration Act, 1889. By JOSHUA SLATER, of Gray's Inn, Barrister-at-Law. 
 ** The Supplement can be Itad separately, price 6d. 
 
 In crown 8vo, price 6s., cloth, 
 
 THE PRINCIPLES OF MERCANTILE LAW. By 
 
 JOSHUA SLATER, of Gray's Inn, Barrister-at-Law, Author of "The Law of 
 Arbitration and Awards. " 
 
 In 8vo, price 12s., cloth, 
 
 THE LAW AND PRACTICE OF DISCOVERY in 
 
 the SUPREME COURT of JUSTICE. WITH AN APPENDIX OF FORMS, 
 ORDERS, &c., AND AN ADDENDA GIVING THE ALTERATIONS UNDER THE 
 NEW RULES OF PRACTICE. By CLARENCE J. PEILE, of the Inner Temple, 
 Barrister-at-Law. 
 " Mr. Peile has done well in writing this book. The subject is carefully yet tersely treated." Lain Times. 
 
 In one volume, 8vo, price i8.r., cloth, 
 THE LAW AND PRACTICE RELATING TO 
 
 PETITIONS IN CHANCERY AND LUNACY, 
 
 INCLUDING THE SETTLED ESTATES ACT, LANDS CLAUSES ACT, 
 TRUSTEE ACT, WINDING-UP PETITIONS, PETITIONS RELATING 
 TO SOLICITORS, INFANTS, ETC., ETC. WITH AN APPENDIX OF FORMS 
 AND PRECEDENTS. By SYDNEY E. WILLIAMS, of Lincoln's^Jnn, Barrister- 
 nt-Law. 
 
 Second Edition, in 8vo, price 28.?., cloth, 
 
 A SELECTION OF PRECEDENTS OF PLEADING 
 
 UNDER THE JUDICATURE ACTS IN THE COMMON LAW DIVISIONS. 
 
 With Notes explanatory of the different Causes of Action and Grounds of Defence ; and 
 
 an Introductory Treatise on the Present Rules and Principles of Pleading as 
 
 illustrated by the various Decisions down to the Present Time. 
 
 BY J. CUNNINGHAM and M. W. MATTINSON. 
 
 SECOND EDITION. 
 
 BY MILES WALKER MATTINSON, of Gray's Inn, Barrister-at-Law, and 
 STUART CUNNINGHAM MACASK IE, of Gray's Inn, Barrister-at-Law. 
 
 BE VIEWS. 
 
 " The notes are very pertinent and satisfactory : the introductory chapters on the present system of pleading 
 are excellent, and the precedents will be found very useful." Iriih Law Times. 
 
 "A work which, in the compass of a single portable volume, contains a brief Tieatise on the Principles 
 and Rules of Pleading, and a carefully annotated body of Forms which have to a great extent gone through 
 the entirely separate sifting processes of Chambers, Court, and Judges' Chambers, cannot fail to be a most 
 useful companion in the Practitioner's daily routine." Law Magazine and KrrieTv.
 
 3 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 Second Edition, in 8vo, price 25^., cloth, 
 
 REMODELLED, MUCH ENLARGED, WITH SEVERAL NEW 
 CHAPTERS ON " LIGHT," " SUPPORT," ETC. 
 
 EM DEN'S LAW RELATING TO 
 
 BUILDING, BUILDING LEASES, 
 AND BUILDING CONTRACTS. 
 
 WITH A FULL COLLECTION OF PRECEDENTS, 
 
 TOGETHER WITH THE 
 
 STATUTE LAW RELATING TO BUILDING, 
 
 WITH NOTES AND THE LATEST CASES UNDER THE VARIOUS SECTIONS. 
 
 BY ALFRED EMDEN, 
 
 OF THE INNER TEMPLE, ESQ., BARRISTER-AT-I.AW ; AUTHOR OF THE " PRACTICE IN WINDING-UF 
 
 COMPANIES," "A COMPLETE COLLECTION OF PRACTICE STATUTES, ORDERS, AND RULES, 
 
 FROM 1275 TO 1885," "THE SHAREHOLDER'S LEGAL GUIDE," ETC., ETC. 
 
 " We were able to speak in terms of commendation of the First Edition of this book, but we can say 
 much more for the present edition. Mr. Emden has re-written and enlarged his work, and in its present 
 form it constitutes a complete, and so far as our examination has gone, an accurate treatise on the branch 
 of the law to which it relates." Solicitors' Journal. 
 
 " We had occasion to speak favourably of the First Edition of Mr. Emden 's work, and we have nothing 
 but commendation to award to the Second Edition, which has practically been re-written and very much 
 enlarged." The Field. 
 
 " With the revisions and additions, Mr. Emden's treatise claims in a higher degree to be considered the 
 most comprehensive text-book of the law relating to building, that has been published in a single volume." 
 The Building Netvs. 
 
 "This work viewed as a whole, is in all ways a standard authority on all the subjects treated, and it is 
 in reality a small Law Library on building subjects, ingeniously and most lucidly compressed in a single 
 volume." The Building World. 
 
 " No more useful book for architect, contractor, or building owner, has been published than ' Emden's 
 Law of Building, Building Leases, and Building Contracts,' and its re-issue as a revised and extended 
 work will be generally appreciated." The Architect. 
 
 " A second edition of Afr. Alfred Emden's useful work on The Law relating to Building Leases, and 
 Building Contracts, has just been issued by Messrs. Stevens & Haynes, Bell Yard, Temple Bar. The 
 first edition soon became exhausted, and the learned author has entirely rewritten, remodelled, and 
 considerably enlarged the previous edition. There is a pood collection of precedents with respect to 
 matters connected with building, together with the Statute Law relating to building, with notes, and the 
 latest cases under the various sections. A new and comprehensive index has been compiled, and last, but 
 not least, is an excellent glossary of architectural and building terms used in the Building Act, building 
 leases and contracts, &c." Lavi Times. 
 
 " We have been asked from time to time which is the text-book of the Law relating to Building, 
 Building Leasts, and Building Contracts, and we have had to reply that, so far as we know, the com- 
 prehensive work published by Messrs. Stevens & Haynes, of Bell Yard, Temple Bar, by Mr. Alfred 
 Emden, is the best and most generally useful we know. We mention this fact because a second edition 
 has just been published, " rewritten, remodelled, and enlarged," on the law relating to buildings, with new 
 chapters on damage to property or person caused by building, gas and water, support, party walls, and 
 light. Voluminous precedents are also given, with a comprehensive view of the Statute Law, which 
 has materially changed since the first edition was published in 1882. It is well that those engaged in the 
 building trade should bear this in mind, as much litigation would therefore be avoided, with its consequent 
 expense and annoyance. The book is rendered more valuable frcm its glossary and well- arranged index." 
 Building Times. 
 
 " The present treatise of Mr. Emden deals with the subject in an exhaustive manner, which leaves 
 nothing to be desired. . . . The book contains a number of forms and precedents for building leases and 
 agreements which are not to be found in the ordinary collection of precedents." The Times. 
 
 " Mr. Emden has obviously given time and labour to his task, and therefore will save time and labour 
 to those who happen to be occupied in the same field of enquiry." Lain Journal. 
 
 \ " It may safely be lecommended as a practical text-book and guide to all people whose fortune or 
 | misfortune it is to be interested in the construction of buildings and other works." Saturday Revinv. 
 
 "To supply this want is the writer's object in publishing this work, and we have no hesitation in 
 expressing our opinion that it will be found valuable by several distinct classes of persons .... it seems 
 to us a good and useful book, and we recommend the purchase of it without hesitation." The Builder. 
 
 "From the point of view of practical utility the work cannot fail to be of the greatest use to all who 
 require a little law in the course of their building operations. They will find both a sound arrangement 
 and a clear sensible style, and by pei using it with ordinary attention many matters of which they wert 
 before doubtful will become quite comprehensible." City Press.
 
 STEVENS & HAYNES, BELL YARD, TEMPLE RAK. 9 
 
 In royal 8vo, noo pages, price 52^. 6J., cloth. 
 
 THE LAW OF THE DOMESTIC RELATIONS, 
 
 INCLUDING 
 
 HUSBAND AND WIFE: PARENT AND CHILD: GUARDIAN AND 
 WARD : INFANTS : AND MASTER AND SERVANT. 
 
 BY WILLIAM FINDER EVERSLEY, B.C.L., M.A., 
 
 OF THE INNER TEMPLE, BARRISTER- AT-LAW. 
 
 " It is essentially readable and interesting, and ought to take a high place among text books. . . . We 
 say, without hesitation, that this is a learned book, written in a peculiarly fascinating style, having regard 
 to the nature of the subject. ... It can only be said, therefore, that the book is deserving of success upon 
 the merits ; and that the attempt to combine the treatment of three branches of the law which have hitherto 
 been unnaturally divided shows, in itself, a comprehensive grasp of principle." Law Times. 
 
 The author may be congratulated upon having produced an excellent treatise on this branch of the 
 law, well arranged, clearly written, and complete. A word of praise, too, must be accorded to the 
 laborious care with which he has accumulated references to the various Reports, and constructed his very 
 lull index." Solicitors' Journal. 
 
 Second Edition, in one volume, royal 8vo, price 32^., cloth, 
 THE LAW RELATING TO THE 
 
 SALE OF GOODS AND COMMERCIAL AGENCY. 
 
 SECOND EDITION. 
 BY ROBERT CAMPBELL, M.A., 
 
 OF LINCOLN'S INN, BARRISTER-AT-LAW; ADVOCATE OF THE SCOTCH BAR; 
 
 AUTHOR OF THE "LAW OF NEGLIGENCE, ETC." 
 
 _ ' An accurate, careful, and exhaustive handbook on the subject with which it deals. The excellent 
 index deserves a special word of commendation." Law Quarterly Review. 
 
 We can, therefore, repeat what we said when reviewing the first edition that the book is a contribu- 
 tion- of value to the subject treated of, and that the writer deals with his subject carefully and fully." 
 Law Journal. 
 
 Second Edition, in one volume, 8vo, price 2&s., cloth. 
 A TREATISE ON 
 
 THE CONSTRUCTION AND EFFECT OF 
 STATUTE LAW. 
 
 WITH APPENDICES CONTAINING WORDS AND EXPRESSIONS USED IN STATUTES 
 
 WHICH HAVE BEEN JUDICIALLY OR STATUTABLY CONSTRUED, AND 
 
 THE POPULAR AND SHORT TITLES OF CERTAIN STATUTES. 
 
 BY HENRY HARDCASTLE, BARRISTER-AT-LAW. 
 SECOND EDITION, REVISED AND ENLARGED, BY W. F. CRAIES, 
 
 BARRISTER-AT-LAW. 
 
 " We should be doing less than justice, however, to the usefulness of Mr. Hardcastle's book 
 if we did not point out a valuable special feature, consisting of an appendix devoted to the 
 collection of a list of words which have been judicially or statutably explained, With reference 
 to the cases in which they are so explained. We believe this is a feature peculiar to Mr. Hard- 
 castle's Treatise, and it is one which cannot fail to commend itself to the profession." Law 
 Magazine and Review. 
 
 In one volume, 8vo, price 28^., cloth, 
 
 THE LAW RELATING TO PUBLIC WORSHIP ; 
 
 With special reference to Matters of Ritual and Ornamentation, and the Means of 
 Securing the Due Observance thereof, and containing in extenso, with Notes and 
 References, The Public Worship Regulation Act, 1874 : The Church Discipline 
 Act ; the various Acts of Uniformity; the Liturgies of 1549, 1552, and 1559. 
 compared with the Present Rubric ; the Canons ; the Articles ; and the Injunc- 
 tions, Advertisements, and other Original Documents of Legal Authority. By 
 SKWARD BRICE, LL.D., of the Inner Temple, Barrister-at-Law.
 
 10 STEVENS &* HAYNES, BELL YARD, TEMPLE EAR. 
 
 In 8vo, price 30^., cloth, 
 
 THE PRACTICE ON THE CROWN SIDE 
 
 Of the Queen's Bench Division of Her Majesty's High Court of Justice 
 
 (Founded on CORNER'S CROWN OFFICE PRACTICE), including 
 APPEALS FROM INFERIOR COURTS; WITH APPENDICES OF RULES AND FORMS. 
 BY FREDERICK HUGH SHORT, 
 
 Chief Clerk of the Crown Office, Author of " Taxation of Costs in the Crown Office," and Editor 
 of " Crown Office Rules and Forms, 1886 ;" and 
 
 FRANCIS HAMILTON MELLOR, M.A., 
 
 Trin. Coll. Camb., Northern Circuit, Inner Temple, Barrister-at-Law. 
 
 IE 8vo, price 125., cloth, 
 
 THE CROWN OFFICE RULES AND FORMS, 1886. 
 
 The Supreme Court of Judicature Acts and Rules of the Supreme Court 1883, relating to 
 the Practice on the Crown side of the Queen's Bench Division ; including Appeals 
 from Inferior Courts, Tables of Court Fees, Scales of Costs ; together with Notes, 
 Cases, and a Full Index. By F. H. SHORT, Chief Clerk of the Crown Offce. 
 
 i J / In 8vo, price 6s. 6d. , cloth, 
 
 THE CUSTOMS AND INLAND REVENUE ACTS, 
 
 188O and 1881 (43 VICT. CAP. 14, and 44 VICT. CAP. 12), 
 
 So far as they Relate to the Probate, Legacy, and Succession Duties, and the Duties on 
 Accounts. With an Introduction and Notes. By ALFRED HANSON, Esq., Comp- 
 troller of Legacy and Succession Duties. 
 
 ** This forms a Supplement to the Third Edition of the Probate, Legacy, and Succession Duty 
 Acts by the same Author. 
 
 Third Edition, in 8vo, 1876, price 25^., cloth, 
 
 THE ACTS RELATING TO PROBATE, LEGACY, AND 
 
 SUCCESSION DUTIES. Comprising the 36 Geo. III. c. 52 ; 45 Geo. III. 
 c. 28; 55 Geo. III. c. 184; and 16 & 17 Viet. c. 51 ; with an Introduction, 
 Copious Notes, and References to all the Decided Cases in England, Scotland, 
 and Ireland. An Appendix of Statutes, Tables, and a full Index. By ALFRED 
 HANSON, of the Middle Temple, Esq., Barrister-at-Law, Comptroller of Legacy 
 and Succession Duties. Incorporating the Cases to Michaelmas Sittings, 1876. 
 
 " It is the only complete book upon a subject of 
 great importance. 
 
 "Mr. Hanson is peculiarly qualified to be the 
 adviser at such a time. Hence a volume without 
 
 " His book is in itself a most useful one ; its 
 author knows every in and out of the subject, and 
 has presented the whole in a form easily and 
 readily handled, and with good arrangement and 
 
 a rival." Law Times. j clear exposition." Solicitors' Journal 
 
 In royal 8vo, 1877, price los., cloth, 
 LES HOSPICES DE PARIS ET DE LONDRES. 
 
 THE CASE OF LORD HENRY SEYMOUR'S WILL 
 
 (WALLACE ?;. THE ATTORNEY-GENERAL). 
 Reported by FREDERICK WAYMOUTH GIBBS, C.B., Barrister at-Law, 
 
 I.ATE FELLOW OF TRINITY COLLEGE, CAMBRIDGE. 
 
 In 8vo, 1867, price i6s., cloth, 
 
 CHARITABLE TRUSTS ACTS, 1853, 1855, 1860; 
 
 THE CHARITY COMMISSIONERS' JURISDICTION ACT, 1862; 
 
 THE ROMAN CATHOLIC CHARITIES ACTS: 
 
 Together with a Collection of Statutes relating to or affecting Charities, including the 
 Mortmain Acts, Notes of Cases from 1853 to the present time, Forms of Decla- 
 rations of Trust, Conditions of Sale, and Conveyance of Charity Land, and a 
 very copious Index. Second Edition. 
 BY HUGH COOKE and R. G. IIARWOOD, of the Charity Commission.
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 11 
 
 In I Volume, 8vo, price 2Os., cloth, 
 THE 
 
 PRINCIPLES OF COMMERCIAL LAW; 
 
 WITH AN APPENDIX OF STATUTES, ANNOTATED BY MEANS OF 
 REFERENCES TO THE TEXT. 
 
 BY JOSEPH HURST AND LORD ROBERT CECIL, 
 
 OK THE INNER TEMPLE, I)ARRISTKRS-AT-I-A\V. 
 
 "Their compendium, we believe, will be found a really useful volume, one for the lawyer and the 
 business man to keep at his elbow, and which, if hot giving them all that they require, v/ill place in their 
 hands the key to the richer and more elaborate treasures of the Law which lie in larger and more exhaus- 
 tive works." Law Times. 
 
 "The object of the authors of this work, they tell us in their preface, is to state, within a moderate 
 compass, the principles of commercial law. Very considerable pains have obviously been expended on the 
 task, and the book is in many respects a very serviceable one." Law Journal. 
 t. 
 
 In I Volume, 8vo, price 2os. cloth, 
 THE 
 
 RELATIONSHIP OF LANDLORD AND TENANT. 
 
 BY EDGAR FOA, 
 
 OF THE INNER TEMPLE, BARRISTER-AT-LAW. 
 
 "Will be found of much value to practitioners, and when a second edition has given the author the 
 opportunity of reconsidering and carefully revising his statements in detail, we think it will take its place 
 as a very good treatise on the modern law of landlord and tenant." Solicitors' 'Journal. 
 
 " Mr. Foa is a bold man to undertake the exposition of a branch of law so full of difficulties and encum- 
 bered by so many decisions as the Law of Landlord and Tenant. But his boldness is justified by the 
 excellent arrangement and by the lucid statements which characterise his book." Law Quarterly Review. 
 
 " Mr. Foa's is a compact work, treating (i) of the creation of the relationship ; (2) the incidents of 
 creation (distress) and determination of the relationship ; (3) modes and incidents of determination. We 
 commend it to the attention of the Profession, and predict for Foa on Landlord and Tenant a very useful 
 and very permanent future." Law Times. 
 
 " We have nothing but praise for the work, and we shall be astonished if it does not take rank in 
 course of time as one of the best if not the best work for every-day practice on the subject of Landlord 
 and Tenant." Law Notes. 
 
 " Without making any invidious comparison with existing works on the subject, we may frankly say 
 that Mr. Foa's work indisputably possesses merit. . . . Our verdict on the book must be a decidedly 
 favourable one." Law Students' Journal. 
 
 " ' The Relationship of Landlord and Tenant,' written by Mr. Edgar Foa, Barrister-at-Law, affords a 
 striking instance of accuracy and lucidity of statement. The volume should be found useful not only by 
 lawyers but by landlords and tenants themselves, the law in each particular being stated with a simplicity 
 and clearness which bring it within the grasp of the lay mind.' Law Gazette. 
 
 Second Edition, in i Volume, medium 8vo, price 35.1., cloth, 
 
 EMDEN'S COMPLETE COLLECTION 
 
 OF 
 
 PRACTICE STATUTES, 
 
 ORDERS AND RULES. 
 
 Being a Selection of such Practical Parts of all Statutes, Orders and Rules, as are now 
 in force, and relate to the Practice and Procedure of the Supreme Court. From 
 1275 to 1886. With Tabulated Summaries of the Leading Cases and Analytical 
 Cross-references. 
 
 BY ALFRED EMDEN, 
 
 OF THE INNHR TEMPLE, ESQ., BARRISTER-AT-LAW ; AUTHOR OF "THE PRACTICE IN WINDIXfi-UP 
 
 COMPANIES;" "THE LAW RELATING TO BUILDING, BUILDING LEASE?, AND CONTRACTS ;' 
 
 " THE SHAREHOLDER'S LEGAL GUIDE," ETC. 
 
 ASSISTED BY 
 
 HERBERT THOMPSON, M.A., 
 
 OF THK INNER TEMPLE, B KRKISTER-AT-LAW.
 
 12 STEVENS S* HAYNES, BELL YARD, TEMFLE BAR. 
 
 Just published, in royal 8vo, cloth, 28s., 
 
 A TREATISE ON THE 
 
 ;WA; LAW AND PRACTICE 
 
 RELATING TO 
 
 LETTERS PATENT FOR INVENTIONS. 
 
 WITH AN J H 
 
 APPENDIX OF STATUTES, INTERNATIONAL CONVENTION, 
 RULES, FORMS AND PRECEDENTS, ORDERS, &c. 
 
 BY ROBERT FROST, B.Sc. (LOND,), 
 
 FELLOW OF THE CHEMICAL SOCIETY; OF LINCOLN'S INN, ESQUIRE, BARRISTER-AT-LAW. 
 
 " In our view a good piece of work may create a demand, and without disparaging existing literature 
 upon the subject of patents, we think the care and skill with which the volume by Mr. Frost has been 
 compiled, entitles it to recognition at the hands of the profession. . . . Judging Mr. Frost on this 
 ground, we find him completely satisfactory. A careful examination of the entire volume satisfies us that 
 great care and much labour have been devoted to the production of this treatise, and we think that patent 
 agents, solicitors, the bar and the bench, may confidently turn for guidance and instruction to the pages 
 of Mr. Frost." Laiv Times. 
 
 " Few practice books contain so much in so reasonable a space, and we repeat that it will be found 
 generally useful by practitioners in this important branch of the law. ... A capital index concludes 
 the book." Law Journal. 
 
 " The book is, as it professes to be, a treatise on patent law and practice, the several topics being con- 
 veniently arranged and discussed in the thirteen chapters which form the body of the work, to which 
 are appended statutes, rules, -and forms. The statements of the law, so far as we have been able to test 
 them, appear to be clear and accurate, and the author's style is pleasant and good. . . . The book is 
 a good one, and will make its way. The index is better than usual. Both paper and type are ako 
 exce I len t . " Solicitors' Journal. 
 
 In royal 8vo, price 36^., in cloth, 
 A PRACTICAL TREATISE ON THE 
 
 AND OF THE DUTIES AND LIABILITIES OF ENGINEERS, ARCHITECTS, 
 
 SURVEYORS AND VALUERS, 
 WITH AN APPENDIX OF PRECEDENTS, 
 
 ANNOTATED BY MEANS OF REFERENCE TO THE TEXT AND TO CONTRACTS 
 
 IN USE. 
 
 AND AN APPENDIX OF UNREPORTED CASES 
 
 ON BUILDING AND ENGINEERING CONTRACTS. 
 
 BY ALFRED A. HUDSON, 
 
 OF THE INNER TEMPLE, BARRISTER-AT-LAW. 
 
 " A very full index completes the book. Mr. Hudson has struck out a new line for himself, and pro- 
 duced a work of considerable merit, and one which will probably be found indispensable by practitioners, 
 inasmuch as it contains a great deal that is not to be found elsewhere. The Table of Cases refers to all 
 the reports." Laiv Journal. 
 
 " Mr. Hudson, having abandoned his profession of an architect to become a barrister, hit upon the idea 
 of writing this work, and he has done it with a thoroughness which every houseowner would like to see 
 
 bestowed upon modern houses The Index and Table of Cases reveal a vast amount of industry 
 
 expended upon detail, and we shall be much surprised if Mr. Hudson does not reap the reward of his 
 labours by obtaining a large and appreciative public." Law Times. 
 
 " The author of this somewhat bulky volume has, within the compass of some 900 pages, dealt in a 
 practical and exhaustive manner with the Law of Building and Engineering Contracts. . . . An Index of 
 
 being logical in arrangement, clear in statement, and generally accurate in the law laid down. The archi- 
 tect or engineer will also give it praise for answering the questions precisely which arise in his dealings 
 with h : s enT lover'." Scn'sitifja.
 
 satisfactory it appears to us in every point of 
 view comprehensive in its scope, exhaustive in its 
 treatment, sound in its exposition." Irish Law 
 
 Times. 
 
 "The work is eminently a practical one, and is of great value to practitioners who have to deal with 
 compensation cases." Solicitors Journal. 
 
 " It is with much gratification that we have to 
 express our unhesitating opinion that Mr. Lloyd's 
 treatise will prove thoroughly satisfactory to the 
 profession, and to the public at large. Thoroughly 
 
 " In providing the legal profession with a book -which contains the decisions of the Courts of Law and 
 Equity upon the various statutes relating to the Law of Compensation, Mr. Eyre Lloyd has long since 
 left all competitors in the distance, and his book may now be considered the standard work upon the sub- 
 ject. The plan of Mr. Lloyd's book is generally known, and its lucidity is appreciated ; the present quite 
 fulfils all thf promises of the preceding editions, and contains in addition to other matter a complete set 
 of forms under the Artizans and Labourers Act, 1875, and specimens of Bills of Costs, itihichiuill bt found 
 a novel feature, extremely useful to legal practitioners." JUSTICE OF THE PEACH. 
 
 la 8vo, price 7-r., cloth, 
 
 THE SUCCESSION LAWS OF CHRISTIAN COUNTRIES, 
 
 WITH SPECIAL REFERENCE TO 
 
 THE LAW OF PRIMOGENITURE AS IT EXISTS IN ENGLAND. 
 Bv EYRE LLOYD, B.A., 
 
 OF THE INNER TEMPLE, BARRISTER-AT-LAW ; AUTHOR OK "THE LAW OF COMPENSATION 
 UNDER THE LANDS CLAUSES CONSOLIDATION ACTS," ETC. 
 
 In crown Svo, price 6s. , cloth, 
 
 ESSAYS IN JURISPRUDENCE AND LEGAL HISTORY. 
 
 BY JOHN W. SALMOND, M.A., LL.B. (LOND.), 
 
 A BARRISTER OF THE SUPREME COURT OF NEW ZEALAND. 
 
 STEVENS & RAYNES, BELL YARD, TEMPLE BAR. 13 
 
 In Svo, price los. 6</., cloth, 
 
 OUTLINES OF THE LAW OF TORTS. 
 
 By RICHARD RINGWOOD, M.A., 
 
 OF THE MIDDIE TEMPLE, BARRISTER-AT-LAW ; AUTHOR OF "PRINCIPLES OF BANKRUPTCY," &C., 
 AND LECTURER ON COMMON LAW TO THE INCORPORATED LAW SOCIETY. 
 
 "This is a work by the well-known author of a student's book on Bankruptcy. Its groundwork is a 
 series of lectures delivered in 1887 by Mr. Ringwood, as lecturer appointed by the Incorporated Law 
 Society. It is clear, concise, well and intelligently written and one rises from its perusal with feelings of 
 pleasure. . ._ . After perusing the entire work, we can conscientiously recommend it to students." 
 Law Students Journal. 
 
 " The work is one we well recommend to law students, and the able way in which it is written reflects 
 much credit upon the author." Law rimes, 
 
 "Mr. Ringwood's book is a plain and straightforward introduction to this branch of the law." Law 
 Journal. 
 
 In Svo, price 25*., cloth, 
 
 THE LAW OF COMPENSATION FOR LANDS, HOUSES, &c. 
 
 UNDER THE LANDS CLAUSES, RAILWAY CLAUSES CONSOLIDATION AND 
 
 METROPOLITAN ACTS, 
 THE ARTIZANS AND LABOURERS' DWELLINGS IMPROVEMENT ACT, 1873, 
 
 WITH A FULL COLLECTION OF FORMS AND PRECEDENTS. 
 
 FIFTH EDITION, ENLARGED, WITH ADDITIONAL FORMS, INCLUDING 
 PRECEDENTS OF BILLS OF COSTS. 
 
 BY EYRE LLOYD, 
 
 OF THE INNER TEMPLE, BARRISTER-AT-LAW.
 
 It STEVE bS d- HAYNES, BELL YARD, TEMPLE BAR, 
 
 In one volume, royal 8vo, price 42.?. , cloth, 
 
 PRINCIPLES OF THE LAW OF NEGLIGENCE. 
 
 OF THE IXNER TEMPLE, BARRISTER-AT-LAW ; AUTHOR OF " THE LAW OF EMPLOYER'S LIABILITY 
 KOR THE NtGLIGENCE OF SERVANTS CAUSING INJURY TO FELLOW SERVANTS." 
 
 " He has treated the well-known subject of Negligence in a scientific way, and has not been content with 
 merely collecting, in more or less relevant positions, a number of cases which anyone could find for himself 
 in any Digest of Law Reports, but has endeavoured to reduce from the chaos of decided cases a sy.-tematic 
 study of the subject, with clear enunciations of the principles he finds governing the various decisions. In 
 the arrangement of the book the author has been very happy in his method, a by no means easy task in the 
 treatment of a subject in which each branch of it in reality overlaps another. ... A good index and 
 clear type increase the value of a book which will without doubt receive the hearty commendation of the 
 profession as a successful completion of the author's ambitious task." Law Times. 
 
 " The reader who takes these as samples of the work, will find how careful and exhaustive Mr. Beven has 
 been, and how valuable a contribution he has made to the important branch of the law with which he has 
 undertaken to &ea\." -Solicitor s Journal. 
 
 " In respect of the style of treatment of the subject, the book must be highly commended. It will be of 
 service to every lawyer who wishes rather to get an intelligent understanding of the Law of Negligence, 
 than merely to find correct and reliable legal propositions for practical use and that whether he be a student 
 or a practitioner. To the student the work is valuable for the searching and well-sustained discussion of the 
 cases ; and to the practitioner there are presented all the cases that bear on most points for which he may 
 be in search of authority. One of the chief merits of the work is, that all the available authority on each 
 point is collected and so arranged that it can be easily found." Juridical Review. 
 
 " Contains evidence of much serious work, and ought to receive a fair trial at the hands of the profes- 
 sion." Law Quarterly Review. 
 
 " This is the most elaborate work on the Law of Negligence which has yet appeared in England. . . ^ 
 His treatment is original, and has evidently not been adopted without great research, care, and revision." 
 Law Journal. 
 
 In one large vol., 8vo, price 32^., cloth, 
 
 INSTITUTES AND HISTORY OF ROMAN PRIYATE LAW, 
 
 WITH CATENA OF TEXTS. 
 
 BY DR. CARL SALKOWSKI, Professor of Laws, Konigsberg. 
 Translated and Edited by E. E. WHITFIELD, M.A. (Oxon.). 
 
 In 8vo, price 4?. 6, cloth, 
 THE 
 
 NEWSPAPER LIBEL AND REGISTRATION ACT, 188L 
 
 With a statement of the Law of Libel as affecting Proprietors, Publishers, and Editors of 
 Newspapers. By G. ELLIOTT, Barrister-at-Law, of the Inner Temple. 
 
 In one volume, royal 8vo, price 30^., cloth, 
 
 CASES AND OPINIONS ON CONSTITUTIONAL LAW, 
 
 AND VARIOUS POINTS OF ENGLISH JURISPRUDENCE. 
 
 Collected and Digested from Official Documents and other Sources; with Notes. By 
 WILLIAM FORSYTH, M.A., M.P., Q.C., Standing Counsel to the Secretary of 
 State in Council of India, Author of "Hortensius," "History of Trial by Jury," 
 "Life of Cicero," etc., late Fellow of Trinity College, Cambridge.
 
 STEVENS dr- HAYNES, BELL YARD, TEMPLE BAR. 15 
 
 Fifth Edition, in 8vo, price los. 6i/., cloth, 
 
 THE PRINCIPLES OF BANKRUPTCY. 
 
 WITH AN APPENDIX, 
 
 CONTAINING 
 
 THE CONSOLIDATED RULES OF 1886 & 1890, SCALE OF COSTS, 
 1886, AND THE BILLS OF SALE ACTS, 1878, 1882 & 1890, 
 
 ETC., ETC. 
 BY RICHARD RINGWOOD, M.A., 
 
 OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW ; LATE SCHOLAR OK TRINITY COLLEGE, DUBLIN. 
 
 "This edition is a considerable improvement on the first, and although chi:?,y written for the use of 
 Students, the work will be found useful to the practitioner." Laiu Times, 
 
 " Those who have to deal with the subject in any of its practical legal aspects will do well to consult 
 Mr. Ringwood's unpretending but useful volume." Law Magatine. 
 
 " His book does not profess to be an exhaustive treatise on bankruptcy law, yet in a neat and compact 
 volume we have a vast amount of well-digested matter. The reader is not distracted and puzzled by having 
 a long list of cases flung at him at the end of each page, as the general effect of the law is stated in a few 
 well-selected sentences, and r> reference given to the leading decisions only on the subject. . . . An 
 excellent index, and a table of cases where references to four sets of contemporary reports may be seen at 
 a glance, show the industry and care with which the work has been done." Daily Paper. 
 
 Sixth Edition, 1890, in royal I2mo, pri:e 2Of., cloth, 
 With Supplement, 1891, containing the Act and Rules, 1890, 
 
 A TREATISE UPON 
 
 THE LAW OF BANKRUPTCY 
 
 AND 
 
 BILLS OF SALE. 
 
 WITH AN APPENDIX 
 
 CONTAINING 
 
 THE BANKRUPTCY ACT, 1883; GENERAL RULES AND FORMS 
 
 OF 1886 ; SCALE OF COSTS AND FEES OF 1886 ; 
 
 RULES UNDER S. 122 OF .1888; BANKRUPTCY (COUNTY COURT 
 
 APPEALS) ACT, 1884; BANKRUPTCY DISCHARGE ACT, 1887; 
 
 RULES AND FORMS; BANKRUPTCY (PREFERENTIAL 
 
 PAYMENTS) ACT, 1888; DEEDS OF ARRANGEMENT ACT, 1887; 
 
 RULES AND FORMS ; BOARD OF TRADE AND COURT 
 
 ORDERS; DEBTORS ACTS, 1869, 1878, AND RULES, 1889; 
 
 BILLS OF SALE ACTS, 1878, 1882, AND RULES, 1883. 
 
 BY EDWARD T. BALDWIN, M.A., 
 
 OF THE INNER TEMPLE, BARRISTER-AT-LAW. 
 
 %* The Supplement may be had separately, price y. cloth. 
 
 " His new edition is in every respect satisfactory. " Law Times. 
 
 " It is a thoroughly good and reliable work. . . . We think as practitioners that we would rather 
 have this book than any other on the same subject in our library." Law Students Journal. 
 
 " Mr. Baldwin's book has a well-earned reputation for conciseness, clearness, and accuracy As 
 
 a terse and readable treatise on Bankruptcy law his work may be commended to our readers. . . . There 
 is a good index." Solicitors' Journal. 
 
 "The present edition appears to be quite equal in excellence to its predecessors, ami for practitioner's 
 purposes the book is all that can be desired." Law Notes.
 
 1>5 STEVENS & IIAYNES, BELL YARD, TEMPLE BAR. 
 
 Second Edition, in one vol., price 2os., cloth, 
 
 A COMPENDIUM OF THE LAW OF 
 PROPERTY IN LAND. 
 
 FOX 7 HE USE OF STUDENTS AND THE PROFESSION. 
 
 SECOND EDITION. 
 BY WILLIAM DOUGLAS EDWARDS, LL.B., 
 
 OF LINCOLN'S INN, BARRISTF.R-AT-LAW. 
 
 " We consider it one of the best works published on Real Property Law." Law Students Journal. 
 
 "Another excellent compendium which has entered a second edition is Mr. Edwards' 'Compendium of 
 the Law of Property in Land.' No work on English law is written more perspicuously. . . . Mr. 
 Edwards has manifestly bestowed the utmost care in putting into the most modern dress a treatise which 
 we think will continue to grow in the estimation of the profession." Law Times. 
 
 "We formed a very favourable opinion of the first edition of this little book, and our opinion is con- 
 firmed by the perusal of the second edition. The author has the merit of being a sound lawyer, a merit 
 perhaps not always possessed by the authors of legal text books for students. He writes in good English, 
 and generally speaking states the law correctly. We are glad to hear of the rapid sale of the book, as we 
 feel certain that no student will repent having studied it." Law Quarterly Review. 
 
 "The book is certainly destined to take a high place as a standard work on the Law of Property in 
 
 Land. The style is good, the conclusions of law are accurate, and the authorities are well selected 
 
 The amount of detail is much greater than in Williams As a companion volume to it, we can with 
 
 great confidence recommend it to the student ; and the practitioner will find it a very useful epitome of 
 the modern law. Altogether it is a work for which we are indebted to the author, and is worthy of the 
 improved notions of law which the study of jurisprudence is bringing to the front." Solicitors' Journal. 
 
 "This book shows signs of thorough work throughout The book is a business-like and useful 
 
 performance." Law Journal. 
 
 "Mr. Edwards has produced a most comprehensive, and in many ways most valuable, piece of work 
 
 We consider this book preferable in many respects to the standard works usually placed in the 
 
 hands of students In arrangement, the book has more good method in it than any other book we 
 
 know on the same subject." The Oxford Review. 
 
 Third Edition, royal 8vo, in preparation, 
 A TREATISE ON THE DOCTRINE OF 
 
 ULTRA VIRES: 
 
 BEING 
 
 An Investigation of the Principles which Limit the Capacities, Powers, and Liabilities of 
 CORPORATIONS, 
 
 AND MORE ESPECIALLY OF 
 
 JOINT STOCK COMPANIES. 
 
 THIRD EDITION. 
 
 BY SEWARD BRICE, LL.D., 
 
 OF THE INNER TEMPLE, ONE OF HER MAJESTY'S COUNSEL. 
 
 REVIEWS. 
 
 ". . . . On the whole, we consider Mr. B rice's exhaustive work a valuable addition to the literature of 
 Ike profession." SATURDAY REVIEW. 
 
 " It is the Law of Corporations that Mr. Brice treats of (and treats of more fully, and at the same 
 time more scientifically, than any work with which we are acquainted), not the law of principal and 
 agent ; and Mr. Brice does not do his book justice by giving it so vague a title." Law Journal. 
 
 " On this doctrine, first introduced in the Common Law Courts in East Anglian Railway Co. v. 
 Eastern Counties Railway Co., BRICE ON ULTRA VIRES may be read with advantage." Judgment of 
 LORD JUSTICE BRAMWELL, in the Case of E-vershed v. L. &> A 7 . W. Ry. Co. (L. R., 3 Q. B. Div. 141.)
 
 & flAYNES, BELL YARD, TEMPLE BAR. 
 
 Sixth Edition, in royal 8vo, price 34^., cloth, 
 
 SIXTH EDITION BY THE AUTHOR. 
 
 THE LAW AND PRACTICE UNDER THE COMPANIES ACTS, 
 
 1862 TO 1890, 
 
 AND 
 
 THE LIFE ASSURANCE COMPANIES ACTS, 1870 TO 1872, 
 
 INCLUDING THE COMPANIES (MEMORANDUM OF ASSOCIATION) ACT, 
 THE COMPANIES (WINDINO-UP) ACT, AND THE DIRECTORS' LIABILITY ACT. 
 
 & 'iEreatisc on the |Cvito of Joint <Stock Companies. 
 
 CONTAINING THE STATUTES, WITH THE RULES, ORDERS, AND 
 FORMS, TO REGULATE PROCEEDINGS. 
 
 BY H. BURTON BUCKLEY, M.A, 
 
 OF LINCOLN'S IN'N, ESQ., ONE OF HER MAJESTY'S COUNSEL. 
 
 Second Edition in preparation. 
 
 THE LAW RELATING TO 
 
 SHIPMASTERS AND SEAMEN. 
 
 THEIR APPOINTMENT, DUTIES, POWERS, RIGHTS, LIABILITIES, 
 
 AND REMEDIES. 
 
 BY JOSEPH KAY, ESQ., M.A., Q.C., 
 
 OF TRIN. COLL. CAMBRIDGE, AND OF THE NORTHERN CIRCUIT; 
 
 SOLICITOR-GENERAL OF THE COUNTY PALATINE OF DURHAM; ONE OF THE JUDGES OF THE COURT OK 
 RECORD FOR THE HUNDRED OF SALFORD J 
 
 AND AUTHOR OF "THE SOCIAL CONDITION AND EDUCATION OF THB PEOPLE 
 IN ENGLAND AND EUROPE." 
 
 REVIEWS OF THE WORK: 
 Prom the LIVERPOOL JOURNAL OP COMMERCE. 
 
 " ' The law relating to Shipmasters and Seamen ' 
 such is the title of a voluminous and important 
 work which has just been issued by Messrs. Stevens 
 and Haynes, the eminent law publishers, of London. 
 The author is Mr. Joseph Kay, Q.C., and while 
 treating generally of the law relating to shipmasters 
 and seamen, he refers more particularly to their ap- 
 pointment, duties, rights, liabilities, and remedies. 
 1 1 consists of two large volumes, the text occupying 
 nearly twelve hundred pages, and the value of the 
 
 work being enhanced by copious appendices and 
 index, and by the quotation of a mass of authori- 
 ties. . . . The work must be an invaluable one 
 to the shipowner, shipmaster, or consul at a foreign 
 port. The language is clear and simple, while the 
 legal standing of the author is a sufficient guarantee 
 that he writes with the requisite authority, and 
 that the cases quoted by him are decisive as regards 
 the points on which he touches." , 
 
 Prom the LAW JOURNAL. 
 
 "The author tells us that for ten years he has 
 been engaged upon it. ... Two large volumes 
 containing 1181 pages of text, 81 pages of appen- 
 dices, 98 pages of index, and upwards of 1800 cited 
 cases, attest the magnitude of the work designed 
 and accomplished by Mr. Kay. 
 
 "Mr. Kay says that he has 'endeavoured to 
 
 compile a guide and reference book for masters, ship 
 agents, and consuls.' He has hr.en so modest as 
 not to add lawyers to the list of his pupils ; but hit 
 work will, we think, be welcomed by lawyers whe 
 have to do with shifting transactions, almost as 
 cordially as it undoubtedly will be by those who 
 occupy their business in the great waters."
 
 18 
 
 STEVENS &- HAYNES, BELL YARD, TEMPLE BAR. 
 
 Fourth Edition, in Royal 8vo, price 40^. , cloth, 
 
 THE JUDGMENTS, ORDERS, AND PRACTICE OF 
 THE SUPREME COURT, 
 
 CHIEFLY in RESPECT to ACTIONS ASSIGNED to the CHANCERY DIVISION, 
 
 BY LOFTUS LEIGH PEMBERTON, 
 
 One of the registrars of the Supreme Court of Judicature ; and Author of " The Practice 
 in Equity by way of Revivor and Supplement." 
 
 "The work under notice ought to be of considerable service to the profession The forms 
 
 throughout the work and they are the most important element in it appear to us to be accurate, and of 
 the most approved type. This fact alone will commend the new edition to practitioners in the Chancery 
 Division. There is a useful table of the Lord Chancellors and Judges at the beginning of the book, and a 
 very full index concludes it." Law Times. 
 
 In demy I2ino, price 5^. , 
 
 THE STATUTORY LAW RELATING TO TRUSTEE 
 
 SAVINGS BANKS (18631891), together with the Treasury Regu- 
 lations (18881889), and the Scheme for the Appointment of the Inspection 
 Committee of Trustee Savings Banks. By URQUHART A. FORBES, of Lincoln's 
 Inn, Esq., Barrister-at-Law, Author of " The Law Relating to Savings Banks ;" 
 the "Law of Savings Banks since 1878;" and joint Author of "The Law 
 Relating to Water." 
 
 In demy I2mo, price 6s., cloth, 
 
 THE LAW OF SAVINGS BANKS SINCE 1878; 
 
 With a Digest of Decisions made by the Chief Registrar and Assistant Registrars of 
 Friendly Societies from 1878 to 1882, being a Supplement to the Law relating to 
 Trustee and Post Office Savings Banks. 
 
 BY U. A. FORBES, of Lincoln's Inn, Barrister-at-Law. 
 %* The complete work can be had, price los. 6rf,, cloth. 
 
 In 8vo, price 15*., cloth, 
 THE LAW AND PRACTICE RELATING TO 
 
 THE ADMINISTRATION OF DECEASED PERSONS 
 
 BY THE CHANCERY DIVISION OF THE HIGH COURT OF JUSTICE ; 
 
 WITH AN ADDENDA giving the alterations effected by the NEW RULES of 1883, 
 
 AND AN APPENDIX OF ORDERS AND FORMS, ANNOTATED BY 
 
 REFERENCES TO THE TEXT. 
 
 BY W. GREGORY WALKER and EDGAR J. ELGOOD, 
 
 OF LINCOLN'S INN, BARRISTERS-AT-LAW. 
 
 " In this volume the most important branch of 
 the administrative business of the Chancery Divi- 
 sion is treated with conciseness and care. Judging 
 from the admirable clearness of expression which 
 characterises the entire work, and the labour which 
 has evidently been bestowed on every detail, we do 
 not think that a literary executorship could have 
 devolved upon a more able and conscientious repre- 
 sentative .... Useful chapters are introduced 
 in their appropriate places, dealing with the 
 
 ' Parties to administration actions,' ' The proofs of 
 claims in Chambers," and ' The cost of adminis- 
 tration actions." To the last-mentioned chapter we 
 gladly accord special praise, as a clear and succinct 
 summary of the law, from which so far as we have 
 tested it, no proposition of any importance has been 
 omitted .... An elaborately constructed table 
 of cases, with references in separate columns to all 
 the reports, and a fairly good index, much increase 
 the utility of the \vork."-S0tici(ors' Journal. 
 
 In Foolscap 8vo, superfine paper, bound in Vellum, price 3-r. 6d. nett. 
 ** A limited number of copies have been printed upon large paper, price Js. f>d. nett. 
 
 SCINTILLAS JURIS. 
 
 BY CHARLES J. DARLING, Q.C., M.P. With a Frontispiece and Colophon by 
 FRANK LOCKWOOD, Q.C., M.P. Fourth Edition (Enlarged). 
 
 " 'Scintillae Juris" is that little bundle of humorous essays on law and cognate matters which, since the 
 day of its first appearance, some years ago, has been the delight of legal circles. ... It has a quality 
 of style which suggests much study of Bacon in his lighter vein. Its best essays would not be unworthy of 
 the Essays, and if read out, one by one, before a blindfolded connoisseur, might often be assigned to that 
 wonderful book." Daily News.
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 19 
 
 Second Edition, in 8vo, price 253., cloth, 
 THE PRINCIPLES OF 
 
 THE LAW OF RATING OF HEREDITAMENTS 
 
 IN THE OCCUPATION OF COMPANIES. 
 BY J. H. BALFOUR BROWNE, 
 
 OF THE MIDDLE TEMPLE, Q.C., 
 
 And D. N. McNAUGHTON, of the Middle Temple, Barrister at-Law. 
 
 "The tables and specimen valuations which are 
 printed in an appendix to this volume will be of 
 great service to the parish authorities, and to the 
 legal practitioners who may have to deal with the 
 rating of those properties which are in the occupa- 
 tion of Companies, and we congratulate Mr. Browne 
 on the production of a clear and concise book of 
 the system of Company Rating. There is no doubt 
 
 that such a work is much needed, and we are sure 
 that all those who are interested in, or have to do 
 with, public rating, will find it of great service. 
 Much credit is therefore due to Mr. Browne for his 
 able treatise a work which his experience as 
 Registrar of the Railway Commission peculiarly 
 qualified him to undertake." Law Magazine. 
 
 In 8vo, 1875, price 7-r. 6</., cloth, 
 
 THE LAW OF USAGES & CUSTOMS: 
 
 , practical f afo Cract. 
 BY J. H. BALFOUR BROWNE, 
 
 OF- THE MIDDLE TEMPLE, Q.C. 
 
 "We look upon this treatise as a valuable addition to works written on the Science of Law. ' Canada 
 Law Journal. 
 
 "As a tract upon a very troublesome department of Law it is admirable the principles laid down are 
 sound, the illustrations are well chosen, and the decisions and dicta are harmonised so far as possible and 
 distinguished when necessary-." Irish Law Times. 
 
 . "As a book of reference we know of none so comprehensive dealing with this particular branch of 
 Common Law In this way the book is invaluable to the practitioner." Law Alagasine. 
 
 In one volume, 8vo, 1875, price 18^., cloth, 
 
 THE PRACTICE BEFORE THE RAILWAY COMMISSIONERS 
 
 UNDER THE REGULATION OF RAILWAY ACTS, 1873 & 1874; 
 With the Amended General Orders of the Commissioners, Schedule of Forms, and Table 
 of Fees : together with the Law of Undue Preference, the Law of the Jurisdiction 
 of the Railway Commissioners, Notes of their Decisions and Orders, Precedents of 
 Forms of Applications, Answers and Replies, and Appendices of Statutes and Cases. 
 
 BY J. H. BALFOUR BROWNE, 
 
 OF THE HUDDLE TEMPLE, Q.C. 
 
 work of a man of capable legal attainments, and by 
 official position intimate with his subject ; and we 
 therefore think that it cannot fail to meet a real 
 want and to prove of service to the legal profession 
 and the public. " Law Magazine. 
 
 " Mr. Browne's book is handy and convenient in 
 form, and well arranged for the purpose of refer- 
 ence : its treatment of the subject is fully and 
 carefully worked out : it is, so far as we have been 
 able to test it, accurate and trustworthy. It is the 
 
 In 8vo, 1876, price Js. &/., cloth, 
 
 ON THE COMPULSORY PURCHASE OF THE UNDERTAKINGS 
 OF COMPANIES BY CORPORATIONS, 
 
 And the Practice in Relation to the Passage of Bills for Compulsory Purchase through 
 Parliament. By J. H. BALFOUR BROWNE, of the Middle Temple, Q.C. 
 
 "This is~a work of considerable importance to all 
 Municipal Corporations, and it is hardly too much to 
 say that every member of these bodies should have 
 a copy by him for constant reference. Probably at 
 no very distant date the property of all the existing 
 gas and water companies will pass under municipal 
 control, and therefore it is exceedingly desirable 
 that the principles and conditions under which such 
 transfers ought to be made should be clearly under- 
 stood. This task is made easy by the present volume. 
 The stimulus for the publication of such a work 
 was given by the action of the Parliamentary 
 Committee which last session passed the preamble 
 of the 'Stockton and Middlesborough Corporations 
 Water Bill, 1876.' The volume accordingly con- 
 uins a full report of the case as it was presented 
 
 both by the promoters and opponents, and as this 
 was the first time in which the principle of com- 
 pulsory purchase was definitely recognised, there 
 can be no doubt that it will long be regarded as a 
 leading case. As a matter of course, many inci- 
 dental points of interest arose during the progress 
 of the case. Thus, besides the main question of 
 compulsory purchase, and the question as to whether 
 there was or was not any precedent for the Bill, the 
 questions of water compensations, of appeals fiom 
 one Committee to another, and other kindred sub- 
 jects were discussed. These are all treated at length 
 by the Author in the body of the work, which is 
 thus a complete legal compendium on the large 
 subject with which it so ably deals." 
 
 D 2
 
 20 
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 In 8vo, 1878, price 6s., cloth, 
 THE 
 
 LAW RELATING TO CHARITIES, 
 
 ESPECIALLY WITH REFERENCE TO THE VALIDITY AND CONSTRUCTION OF 
 
 CHARITABLE BEQUESTS AND CONVEYANCES. 
 
 BY FERDINAND M. WHITEFORD, of Lincoln's Inn, Barrister-at-Law. 
 
 "The Law relating to Charities by F. M. 
 Whiteford contains a brief but clear exposition of 
 the law relating to a class of bequests in which the 
 intentions of donors are often frustrated by un- 
 acquaintance with the statutory provisions on the 
 subject. Decisions in reported cases occupy a 
 
 large portion of the text, together with the ex- 
 planations pertinent to them. The general tenor 
 of Mr. Whiteford's work is that of a digest of Cases 
 rather than a treatise, a feature, however, which 
 will not diminish its usefulness for purposes of 
 reference." Law Magazine and Review. 
 
 In 8vo, 1872, price "js. 6d., cloth, 
 AN EPITOME AND ANALYSIS OF 
 
 SAYIGNY'S TREATISE ON OBLIGATIONS IN ROMAN LAW. 
 
 BY ARCHIBALD BROWN, M.A. 
 
 ED1N. AND OXON., AND B.C.L. OXON., OF THE MIDDLE TEMPLE, BAKR1STER-AT-LAW, 
 
 fifty pages. At the same time the pith of Von 
 Savigny's matter seems to be very successfully pre- 
 served, nothing which might be useful to the 
 English reader being apparently omitted. 
 
 "The new edition of Savigny will, we hope, be 
 extensively read and referred to by English lawyers. 
 If it is not, it will not be the fault of the translator 
 and epitomiser. Far less will it be the fault of 
 Savigny himself whose clear definitions and accu- 
 rate tests are of great use to the legal practitioner." 
 Law Journal. 
 
 " Mr. Archibald Brown deserves the thanks 
 of all interested in the science of Law, whether 
 as a study or a practice, for his edition of 
 Herr von Savigny's great work on 'Obligations.' 
 Mr. Brown has undertaken a double task the 
 translation of his author, and the analysis of his 
 author's matter. That he has succeeded in reducing 
 the bulk of the original will be seen at a glance ; 
 the French translation consisting of two volumes, 
 with some five hundred pages apiece, as compared 
 with Mr. Brown's thin volume of a hundred and 
 
 THE ELEMENTS OF ROMAN LAW. 
 
 Second Edition, in crown 8vo, price 6s., cloth, 
 A CONCISE DIGEST OF THE 
 
 INSTITUTES OF GAIUS AND JUSTINIAN. 
 
 With copious References arranged in Parallel Columns, also Chronological and 
 
 Analytical Tables, Lists of Laws, &c. drv. 
 Primarily designed for the Use of Students preparing for Examination at 
 
 Oxford, Cambridge, and the Inns of Court. 
 BY SEYMOUR F. HARRIS, B.C.L., M.A., 
 
 WORCESTER COLLEGE, OXFORD, AND THE INNER TEMPLE, BARRISTER-AT-LAW 
 AUTHOR OK " UNIVERSITIES AND LEGAL EDUCATION." 
 
 "Mr. Harris's digest ought to have very great success among laiu students both in the 
 Inns of Court and the Universities. His book gives evidence of praiseworthy accuracy 
 and laborious condensation." LAW JOURNAL. 
 
 " This book Contains a summary in English of the elements of Roman Law as contained 
 in the works of Gains and Justinian, and is so arranged that the reader can at once see 
 what are the opinions of either of these two writers on each point. From the very exact 
 and accurate references to titles and sections given he can at once refer to the original 
 writers. The concise manner in which Mr. Harris has arranged his digest will render 
 it most useful, not only to the students for whom it was originally written, but also to those 
 persons who, though they have not the time to wade through the larger treatises of Paste, 
 Sanders, Ortolan, and others, yet desire to obtain some knowledge of Roman Law. " 
 OXFORD AND CAMBRIDGE UNDERGRADUATES' JOURNAL. 
 
 "Mr. H 'arris deserves the credit of having produced an epitome which will be of service 
 to those numerous students who have no time or sufficient ability to analyse the Institutes 
 for themselves." LAW TIMES.
 
 WORK'S FOR LAW STUDENTS. 21 
 
 Fourth Edition, in 8vo, price 2ls., cloth, 
 
 ENGLISH CONSTITUTIONAL HISTORY: 
 
 FROM THE TEUTONIC INVASION TO THE PRESENT TIME. 
 
 ^{Stflneb a* a ^cxt-hook foe cStubcnta anb other*, 
 BY T. P. TASWELL-LANGMEAD, B.C.L., 
 
 OF MNCOLN'S INN, BARRISTER-AT-LAW, FORMERLY VINERIAN SCHOLAR IN THE UNIVERSITY 
 
 AND LATE PROFESSOR OF CONSTITUTIONAL LAW AND HISTORY, 
 
 UNIVERSITY COLLEGE, LONDON. 
 
 Fourth Edition, Revised throughout, with Notes and Appendices. 
 By C. H. E. CARMICHAEL, M.A. Oxox. 
 
 "Mr. Carmichael has performed his allotted task with credit to himself, and the high standard of 
 excellence attained by Taswell-Langmead's treatise is worthily maintained. This, the third edition, will 
 b found as useful as its predecessors to the large class of readers and students who seek in its pages 
 accurate knowledge of the history of the constitution." Law Times. 
 
 "To the student of constitutional law this work will be invaluable. . ... The book is remarkable 
 for the raciness and vigour of its style. The editorial contributions of Mr. Carmichael are judicious, and 
 add much to the value of the work." Scottish Law Review. 
 
 " The work will continue to hold the field as the best class-book on the subject." Contemporary Review. 
 
 " The book is well known as an admirable introduction to the study of constitutional law for students at 
 
 law Mr. Carmichael appears to have done the work of editing, made necessary by the death 
 
 of Mr. Taswell-Langmead, with care and judgment." Law Journal. 
 
 " The work before us it would be hardly possible to praise too highly. In style, arrangement, clearness, 
 and size, it would be difficult to find anything better on the real history of England, the history of its 
 constitutional growth as a complete story, than this volume." Boston (l/.S.) Literary World. 
 
 " As it now stands, we should find it hard to name a better text-book on English Constitutional 
 History." Solicitors' Journal. 
 
 " Mr. Taswell-Langmead's compendium of the rise and development of the English Constitution has 
 
 evidently supplied a want The present Edition is greatly improved. . . . We have no hesitation in 
 
 saying that it is a thoroughly good and useful work." Spectator. 
 
 " It is a safe, careful, praiseworthy digest and manual of all constitutional history and law." Globe. 
 
 " The volume on English Constitutional History, by Mr. Taswell-Langmead, is exactly what such a 
 history should be." Standard. 
 
 " Mr. Taswell-Langmead has thoroughly grasped the bearings of his subject. It is, however, in dealing 
 with that chief subject of constitutional history parliamentary government that the work exhibits its 
 great superiority over its rivals. "A cademy. 
 
 Second Edition, in 8vo, price 6^., cloth. 
 
 HANDBOOK TO THE INTERMEDIATE AND 
 FINAL LL.B. OF LONDON UNIVERSITY ; 
 
 (PASS AND HONOURS), 
 
 INCLUDING A COMPLETE SUMMARY OF "AUSTIN'S JURISPRUDENCE," 
 AND THE EXAMINATION PAPERS OF LATE YEARS IN ALL BRANCHES. 
 
 Bv A B.A., LL.B. (Lond.). 
 
 " Increased in size and usefulness. . . . The book will undoubtedly be of help to those students 
 who prepare themselves for examination. . . . The Appendix contains a good selection of papers 
 set at the different examinations." Law Times. 
 
 "A very good handbook to the Intermediate and Final LL.B. by a B.A., LL.B." Law jVMtt 
 
 In Crown 8vo, price 3^. ; or Interleaved for Notes, price 41. 
 
 CONTRACT LAW. 
 
 QUESTIONS ON THE LAW OF CONTRACTS. WITH NOTES TO THE 
 ANSWERS. Founded on " Amon" " Ckitty" and "Pollock.'" 
 
 By PHILIP FOSTER ALDRED, D.C.L., Hertford College and Gray's Inn ; late 
 Examiner for the University of Oxford. 
 
 " This appears to us a very admirable selection of questions, comparing favourably with the average 
 run of those set in examinations, and useful for the purpose of testing progress." Law Journal.
 
 22 WORKS FOR LAW STUDENTS, 
 
 Tenth Edition, in 8vo, in preparation, 
 
 THE PRINCIPLES OF EQUITY. 
 
 INTENDED FOR THE USE OF STUDENTS AND THE PROFESSION. 
 
 By EDMUND H. T. S N E L L, 
 
 OF THE MIDDLE TEMPLE, BARRISTER- AT-LAW. 
 
 TENTH EDITION. 
 BY ARCHIBALD BROWN, M.A. EDIN, & OXON., & B.C.L. OXON., 
 
 OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW ; AUTHOR OF "A NEW LAW DICTIONARY" 
 "AN ANALYSIS OF SAVIGNY ON OBLIGATIONS," AND THE "LAW OF FIXTURES." 
 
 '' ' -'. sill i' :.: ,:. . ft: i'. c t JK 
 
 REVIEWS. 
 
 " This is the Ninth Edition of certainly one of the best, and probably the most widely read, text-book 
 which deals with any part of the English law." Oxford Magazine. 
 
 "Students will find no better book than this to assist them in preparing for the ordeal of examination." 
 Laiv Journal. 
 
 " It is ample proof of the popularity of ' Snell's Principles of Equity,' that it has now reached its Ninth 
 Edition in the hands of Mr. Archibald Brown." Law Times. 
 
 " This is now unquestionably the standard book on Equity for students." Saturday Revitw. 
 
 " On the whole we are convinced that the Sixth Edition of Snell's Equity is destined to be as highly 
 thought of as its predecessors, as it is, in our opinion, out and out the best work on the subject with which 
 it deals." Gibson's Law Notes. 
 
 "The changes introduced by the Judicature Acts have been well and fully explained by the present 
 edition of Mr. Snell's treatise, and everything necessary in the way of revision has been conscientiously 
 accomplished. We perceive the fruitful impress of the 'amending hand' in every page; the results of 
 the decisions under the new system have been carefully explained, and engrafted into the original text ; 
 and in a word, Snell's work, as edited by Mr. Brown, has proved the fallacy of Bentham's description of 
 Equity as 'that capricious and inconsistent mistress of our fortunes, whose features no one is able to 
 delineate.' "Irish Law Times. 
 
 " We know of no better introduction to the Principles of Equity? 
 CANADA LAW JOURNAL. 
 
 " Within the ten years which have elapsed since the appearance of the first edition of this work, its 
 reputation has steadily increased, and it has long since been recognised by students, tutors, and practitioners, 
 as the best elementary treatise on the important and difficult branch of the law which forms its subject." 
 Law Magazine and Review. 
 
 In 8vo, price 2s., sewed, 
 
 QUESTIONS ON EQUITY. 
 
 FOR STUDENTS PREPARING FOR EXAMINATION. 
 
 FOUNDED ON THE NINTH EDITION OF 
 
 SNELL'S "PRINCIPLES OF EQUITY." 
 By W. T. WAITE, 
 
 BARRISTER-AT-LAW, HOLT SCHOLAR OF THE HONOURABLE SOCIETY OF GRAY'S INN. 
 
 Fourth Edition, in 8vo, in preparation, 
 
 AN ANALYSIS OF SNELL'S PRINCIPLES OF 
 
 EQUITY. FOUNDED ON THE TENTH EDITION. With Notes thereon. 
 By E. E. BLYTH, LL.D., Solicitor. 
 
 " Mr. Blyth's book will undoubtedly be very useful to readers of Snell." Law Times. 
 " This is an admirable analysis of a good treatise read with Snell, this little book will be found very 
 profitable to the student." Law Journal.
 
 WORKS FOR LAW STUDENTS. 23 
 
 Second Edition, in one volume, Svo, price iSs., cloth, 
 
 PRINCIPLES OF CONVEYANCING. 
 
 AN ELEMENTARY WORK FOR THE USE OF STUDENTS. 
 BY HENRY C. DEANE, 
 
 OF LINCOLN'S INN, BARRISTER-AT-LAW, SOMETIME LECTURER TO THE INCORPORATED LAW SOCIETY 
 OF THE UNITED KINGDOM. 
 
 "We hope to see this book, like Snel/'s Equity, a standard class-book in all Law Schools 
 U'here English law is taught." CANADA LAW JOURNAL. 
 
 " We like the work, it is well written and is an " In the parts which have been re-written, Mr. 
 
 excellent student's book, and being only just pub- Deane has preserved the same pleasant style marked 
 
 lished, it has the great advantage of having in it all by simplicity and lucidity which distinguished his 
 
 the recent important enactments relating to convey- first edition. After ' Williams on Real Property,' 
 
 ancing. It possesses also an excellent index." i there is no book which we should so strongly 
 
 Law Students' "Journal. recommend to the student entering upon Real Pro- 
 
 " Will be found of great use to students entering ' perty Law as Mr. Deane's ' Principles of Convey- 
 
 upon the difficulties of Real Property Law. It has ancing,' and the high character which the first 
 
 an unusually exhaustive index covering some fifty edition attained has been fully kept up in this 
 
 pages." Law Times. , second." Law Journal. 
 
 Fourth Edition, in Svo, price ioc., cloth. 
 
 FOR THE USE OF STUDENTS. 
 BY EUSTACE SMITH, 
 
 OF THE INNER TEMPLE', AUTHOR OF "A SUMMARY OF COMPANY LAW." 
 
 " The book is well arranged, and forms a good introduction to the subject." Solicitors' Journal. 
 
 " It is however, in our opinion, a well and carefully written little work, and should be in the hands of 
 every student who is taking up Admiralty Law at the Final." Law Students' Journal. 
 
 ' Mr Smith has a happy knack of compressing a large amount of useful matter in a small compass. 1 he 
 present work will doubtless be received with satisfaction equal to that with which his previous Summary 
 has been met." Oxford and Cambridge Undergraduates Jourtial. 
 
 Third Edition, in Svo, price 7.?. 6</., cloth, 
 A SUMMARY OF THE 
 
 LAW AND PRACTICE IN THE ECCLESIASTICAL COURTS. 
 
 FOR THE USE OF STUDENTS. 
 BY EUSTACE SMITH, 
 
 OF THE INNER TEMPLE; AUTHOR OF "A SUMMARY OF COMPANY LAW," AND "A SUMMARY OF 
 THE LAW AND PRACTICE IN ADMIRALTY. 
 
 His object has been, as he tells us in his preface, to give the student and general reader a UroittliDe 
 of the scopi and extent of ecclesiastical law, of the principles on which it is fo" nded f th . e f^M 
 which is enforced and the procedure by wh ch these Courts are regulated. We think the book well 
 fulfil its object It's vllue is m~ch enhanced by a profuse citation of authorities for the proposu.ons 
 contained in it." Bar Examination Journal. 
 
 Fourth Edition, in Svo, price ^!. 6d., cloth, 
 
 AN EPITOME OF THE LAWS OF PROBATE AND DIVORCE, 
 
 FOR THE USE OF STUDENTS FOR HONOURS EXAMINATION. 
 BY J. CARTER HARRISON, SOLICITOR. 
 
 " The work is considerably enlarged, and we think improved, and will be found of great assistance to 
 students." Lam Students' Journal.
 
 WORKS FOR LAW STUDENTS. 
 
 Sixth Edition. In one volume, Svo, price 2CM., cloth, 
 
 PRINCIPLES OF THE COMMON LAW. 
 
 INTENDED FOR THE USE OF STUDENTS AND THE PROFESSION. 
 SIXTH EDITION. 
 
 BY JOHN INDERMAUR, SOLICITOR, 
 
 AUTHOR OF "A MANUAL OF THE PRACTICE OF THE SUPREME COURT," 
 " EPITOMES OF LEADING CASES," AND OTHER WORKS. 
 
 "The student will find in Mr. Indermaur's book a safe and clear guide to the Prin- 
 ciples of Common Law." -Law Journal, 1892. 
 
 "The present edition of this elementary treatise has been in general edited with praise- 
 worthy care. The provisions of the statutes affecting the subjects discussed, which have 
 been passed since the publication of the last edition, are clearly summarised, and the effect 
 of the leading cases is generally very well given. In the difficult task of selecting and 
 distinguishing principle from detail, Mr. Indermaur has been very successful ; the leading 
 principles are clearly brought out, and very judiciously illustrated." Solicitors' Journal. 
 
 "The work is acknowledged to be one of the best written and most useful elementary 
 works for Law Students that has been published." Law Times. 
 
 " The praise which we were enabled to bestow upon Mr. Indermaur's very useful com- 
 pilation on its first appearance has been justified by a demand for a second edition. " 
 Law Magazine. 
 
 " We were able, four years ago, to praise the first edition of Mr. Indermaur's book as 
 likely to be of use to students in acquiring the elements of the law of torts and contracts. 
 The second edition maintains the character of the book." Law Journal. 
 
 " Mr. Indermaur renders even law light reading. He not only possesses the faculty 
 of judicious selection, but of lucid exposition and felicitous illustration. And while his 
 works are all thus characterised, his ' Principles of the Common Law ' especially displays 
 those features. That it has already reached a second edition, testifies that our estimate of 
 the work on its first appearance was not unduly favourable, highly as we then signified 
 approval ; 'nor needs it that we should add anything to that estimate in reference to the 
 general scope and execution of the work. It only remains to say, that the present edition 
 evinces that every care has been taken to insure thorough accuracy, while including all 
 the modifications in the law that have taken place since the original publication ; and that 
 the references to the Irish decisions which have been now introduced are calculated to 
 render the work of greater utility to practitioners and students, both English and Irish." 
 Irish Law Times. 
 
 " This work, the author tells us in his Pieface, is written mainly with a view to the 
 examinations of thr. Incorporated Law Society ; but we think it is likely to attain a wider 
 usefulness. It seems, so far as we can judge from the farts we have examined, to be a 
 careful and clear outline of the principles of the common law. It is very readable ; and 
 not only students, but many practitioners and the public, might benefit by a perusal of its 
 ' JOURNAL.
 
 WORKS FOR LAW STUDENTS. 25 
 
 Fifth Edition, in 8vo, price 12s. 6d., cloth, 
 
 A MANUAL OF THE PRACTICE OF THE SUPREME COURT OF JUDICATURE, 
 
 IN THE QUEEN'S BENCH AND CHANCERY DIVISIONS. 
 Intended for the use of Students and the Profession, 
 By JOHN INDERMAUR, Solicitor. 
 
 " The second edition has followed quickly upon the first, which was published in 1878. This fact affords 
 ood evidence that the book has been found useful. It contains sufficient information to enable the 
 student who masters the contents to turn to the standard works on practice with advantage. " Law Times. 
 
 "This is a very useful student's book. It is clearly written, and gives such information as the student 
 requires, without bewildering him with details. The portion relating to the Chancery Division forms an 
 excellent introduction to the elements of the practice, and may be advantageously used, not only by 
 articled clerks, but also by pupils entering the chambers of equity draftsmen." Solicitors' Journal. 
 
 Seventh Edition, in 8vo, price 6^., cloth, 
 
 AN EPITOME OF LEADING COMMON LAW CASES; 
 
 WITH SOME SHORT NOTES THEREON. 
 Chiefly intended as a Guide to " SMITH'S LEADING CASES." By JOHN INDERMAUR, 
 
 Solicitor (Clifford's Inn Prizeman, Michaelmas Term, 1872). 
 
 " We have received the third edition of the ' Epitome of Leading Common Law Cases,' by Mr. Inder- 
 niaur, Solicitor. The first edition of this work was published in February, 187:3, 'he second in April, 1874; 
 and now we have a third edition dated September, 1875. No better proof of the value of this book can be 
 furnished than the fact that in less than three years it has reached a third edition." Law Journal. 
 
 Seventh Edition, in 8vo, price 6s., cloth, 
 
 AN EPITOME OF LEADING CONVEYANCING AND EQUITY CASES; 
 
 WITH SOME SHORT NOTES THEREON, FOR THE USE OF STUDENTS. 
 
 By JOHN INDERMAUR, Solicitor, Author of "An Epitome of Leading 
 
 Common Law Cases. " 
 
 " We have received the second edition of Mr. Indermaur's very useful Epitome of Leading Convey- 
 ancing and Equity Cases. The work is very well done." Law Times. 
 
 "The Epitome well deserves the continued patronage of the class Students for whom it is especially 
 intended. Mr. Indermaur will soon be known as the Students' Friend.' " Canada Law Journal. 
 
 Fifth Edition, in 8vo, price 5-r. 6</., cloth, 
 
 SELF-PREPARATION FOR THE FINAL EXAMINATION. 
 
 CONTAINING A COMPLETE COURSE OF STUDY, WITH STATUTES, 
 
 CASES AND QUESTIONS; 
 
 And intended for the use of those Articled Clerks who read by themselves. 
 By JOHN INDERMAUR, Solicitor. 
 
 "In this edition Mr. Indermaur extends his counsels to the whole period from the Intermediate 
 examination to the Final. His advice is practical and sensible : and if the course of study he recommends 
 is intelligently followed, the articled clerk will have laid in a store of legal knowledge more than sufficient 
 to carry tiim through the Final Examination." Solicitors Journal. 
 
 " This book contains recommendations as to how a complete course of study for the above examination 
 should be carried out, with reference to the particular books to be read seriatim. We need only remark 
 that it is essential for a student to be set on the right track in his reading, and that anyone of ordinary 
 ability, who follows the course set out by Mr. Indermaur, ought fo pass with great credit." La-.v Journal. 
 
 Fourth Edition, in 8vo, price S/., cloth, 
 
 SELF -PREPARATION FOR THE INTERMEDIATE EXAMINATION, 
 
 As it at present exists on Stephen's Commentaries. Containing a complete course of 
 Study, with Statutes, Questions, and Advice as to portions of the book which may 
 be omitted, and of portions to which special attention should be given ; also the 
 whole of the Questions and Answers at the Intermediate Examinations which 
 have at present been held on Stephen's Commentaries, and intended for the use o( 
 all Articled Clerks who have not yet passed the Intermediate Examination. By 
 JOHN INDERMAUR, Author of " Principles of Common Law," and other works. 
 
 In 8vo, 1875, price 6s., cloth, 
 
 THE STUDENTS' GUIDE TO THE JUDICATURE ACTS, 
 
 AND THE RULES THEREUNDER: 
 
 Being a book of Questions and Answers intended for the use of Law Students. 
 By JOHN INDERMAUR, Solicitor.
 
 WOltKS FOR LAW STUDENTS. 
 
 Fourth Edition, in Crown Svo, price 8s. 6d., cloth, 
 
 A SHORT EPITOME OF THE PRINCIPAL 
 
 STATUTES RELATING TO CONVEYANCING, EXTENDING 
 
 FROM 13 EDW. I. TO THE END OF 48 VICTORIA, CAP. 4. Intended for the Use 
 of Students and Practitioners. Fourth Edition, Enlarged. By GEORGE NICHOLS 
 MARCY, of Lincoln's Inn, Barrister-at-Law. 
 
 Second Edition. In Svo, price 26s., cloth, 
 
 A NEW LAW DICTIONARY, 
 
 AND INSTITUTE OF THE WHOLE LAW ; 
 
 EMBRACING FRENCH AND LATIN TERMS AND REFERENCES TO THE 
 AUTHORITIES, CASES, AND STATUTES. 
 
 SECOND EDITION, revised throughout, and considerably enlarged. 
 
 BY ARCHIBALD BROWN, 
 
 M,A. ED1N. AND OXON., AND B.C.L. OXON., OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW ; AUTHOR OF 
 THE "LAW OF FIXTURES," "ANALYSIS OF SAVIGNY'S OBLIGATIONS IN ROMAN LAW," ETC. 
 
 CONTENTS. 
 
 TABLE I. Tenures. 
 
 , II. Estates, according to quantity of 
 
 Tenants' Interest. 
 
 III. Estates, according to the time at 
 which the Interest is to be enjoyed. 
 ,, IV. Estates, according to the number and 
 connection of the Tenants. 
 
 TABLE V. Uses. 
 
 VI. Acquisition of Estates in land of 
 
 freehold tenure. 
 
 ,, VII. Incorporeal Hereditaments. 
 ,, VIII. Incorporeal Hereditaments. 
 
 "Great care and considerable skill have been shown in the compilation of these tables, which will be 
 found of much service to students of the Law of Real Property." Law Times. 
 
 Reviews of the Second Edition. 
 
 "So far as we have been able to examine the work, it seems to have been most carefully 
 and accurately executed, the present Edition, besides containing much new matter, having 
 been thoroughly revised in consequence of the recent changes in the law ; and we have no 
 doubt whatever that it will be found extremely tiseful, not only to students and practitioners, 
 but to public men, and men of letters." IRISH LAW TIMES. 
 
 "Mr. Brown has revised his Dictionary, and adapted it to the changes effected by the 
 Judicature Acts, and it now constitutes a very useful work to put into the hands of any 
 student or articled clerk, and a work which the practitioner will find of value for reference. " 
 SOLICITORS' JOURNAL. 
 
 " It will prove a reliable guide to law students, and a handy book of reference for 
 
 practitioners.'''' LAW TIMES. 
 
 r 
 
 _ _ _ _ _ 
 
 In Royal 8vo., price 5.?., cloth, 
 
 ANALYTICAL TABLES 
 
 THE LAW OF REAL PROPERTY; 
 
 Drawn up chiefly from STEPHEN'S BLACKSTONE, with Notes. 
 By C. J. TARRING, of the Inner Temple, Barrister-at-Law.
 
 WORKS FOR LAW STUDENTS. 27 
 
 Sixth Edition, in Svo, price 2Os., cloth, 
 
 INTENDED AS A LUCID EXPOSITION OF THE SUBJECT FOR 
 THE USE OF STUDENTS AND THE PROFESSION. 
 
 BY SEYMOUR F. HARRIS, B.C.L., M.A. (Oxox.), 
 
 AUTHOR OF "A CONCISE DIGEST OF THE INSTITUTES OF CAIUS AND JUSTINIAN." 
 
 SIXTH EDITION, 
 By C. L. ATTENBOROUGH, of the Inner Temple, Barrister- at-Law. 
 
 REVIEWS. 
 
 " Has proved to be a most popular and useful work. It is but three years since the last Edition was 
 published ; now we have the fifth produced under the competent supervision of Mr. Aviet Agabeg. We 
 can quite understand the popularity of this treatise. It is written in a clear style, is not verbose, and is 
 admirably arranged." La.iv Times. 
 
 "This is the Fifth Edition within twelve years, of a very practical and useful book, with short but good 
 elementary introduction ; pleasantly readable throughout, making due allowance for necessary technicali- 
 ties ; with an excellent tabular statement of crimes and punishments, and a thoroughly serviceable index. 
 . . . Distinctly to be recommended to persons who are looking for a pleasant and practical introduction 
 to the Criminal Law." Oxford Magazine. 
 
 " The favourable opinion we expressed of the first edition of this work appears to have 
 been justified by the reception it has met with. Looking through this new Edition, we see 
 no reason to modify the praise we bestowed on the former Edition. The recent cases have 
 been added and the provisions of the Summary Jurisdiction Act are noticed in the chapter 
 relating to Summary Convictions. The book is one of the best manuals of Criminal Law 
 for the student.'" SOLICITORS' JOURNAL. 
 
 " There is tio lack of Works on Criminal Law, but there was room for such a useful 
 handbook of Principles as Mr. Seymour Harris has supplied. Accustomed, by his previous 
 labours, to the task of analysing the law, Mr. Harris has brought to bear upon his present 
 work qualifications well adapted to secure the successful accomplishment of the object which 
 he had set before him. That object is not an ambitious one, for it does not pretend to soar 
 above utility to the young practitioner and the student. For both these classes, and for the 
 yet wider class who may require a book of reference on the subject, Air. Harris has produced 
 a clear and convenient Epitome of the Law. A noticeable feature of Mr. Harris's work, 
 which is likely to prove of assistance both to the practitioner and the student, consists of a 
 Table of Offences, with their legal character, their punishment, and the statute under which 
 it is inflicted, together with a reference to the pages where a Statement of the Law will ie 
 found." LAW MAGAZINE AND REVIEW. 
 
 "This work purports to contain 'a concise exposition of the nature of crime, the various offences punish- 
 able by the English law, the law of criminal procedure, and the law of summary convictions,' with tables 
 of offences, punishments, and statutes The work is divided into-four books, book I. treats of crime, its 
 divisions and essentials ; of persons capable of committing crimes ; and of principals and accessories. 
 Book II. deals with offences of a public nature ; offences against private persons ; and offences against the 
 
 , property of individuals. Each crime is discussed in its turn, with as much brevity as could well be used 
 consistently with a proper explanation of the legal characteristics of the several offences. Book III. 
 explains criminal procedure, including the jurisdiction of Courts, and the vario_us steps in the apprehension 
 and trial of criminals from arrest to punishment. This part of the work is extremely well done, the 
 description of the trial being excellent, and thoroughly calculated to impress the mind of the uninitiated. 
 Book IV. contains a short sketch of ' summary convictions before magistrates out of ejuarter sessions.' The 
 
 , table of offences at the end of the volume is most useful, and there is a very full index. Altogether we 
 must congratulate Mr. Harris on his adventure." Law Journal. 
 
 "Mr. Harris has undertaken a work, in our opinion, so much needed that he might 
 diminish its bulk in the next edition by obliterating the apologetic preface. The appearance 
 \ of his volume is as well timed as its execution is satisfactory. The author has shcnvn an 
 ability of omission which is a good test of skill, and from the overwhelming mass of the 
 criminal law he has discreetly selected just so much only as a learner needs to know, and 
 has presented it in terms which render it capable of being easily taken into the mind r ." 
 SOLICITORS' JOURNAL.
 
 28 WORKS FOR LAW STUDENTS. 
 
 Second Edition, in crown 8vo, price ^s. 6J., cloth, 
 
 THE STUDENTS' GUIDE TO BANKRUPTCY; 
 
 Being a Complete Digest of the Law of Bankruptcy in the shape of Questions and 
 Answers, and comprising all Questions asked at the Solicitors' Final Examinations 
 in Bankruptcy since the Bankruptcy Act, 1883, and all important Decisions since 
 that Act. By JOHN INDERMAUR, Solicitor, Author of " Principles of Common 
 Law," &c., &c. 
 
 In I2mo, price $s. 6d., cloth, 
 
 A CONCISE TREATISE ON THE LAW OF BILLS OF SALE, 
 
 FOR THE USE OF LAWYERS, LAW STUDENTS, & THE PUBLIC. 
 
 Embracing the Acts of 1878 and 1882. 'Part I. Of Bills of Sale generally. Part II. 
 Of the Execution, Attestation, and Registration of Bills of Sale and satisfaction 
 thereof. Part III. Of the Effects of Bills of Sale as against Creditors. Part IV. 
 Of Seizing under, and Enforcing Bills of Sale. Appendix, Forms, Acts, &c. 
 By JOHN INDERMAUR, Solicitor. 
 
 "The object of the book is thoroughly practical. Those who want to be told exactly what to do and 
 where to go when they are registering a bill of sale will find the necessary information in this little book." 
 Law Journal. 
 
 In 8vo, price 2s. 6a., cloth, 
 
 A COLLECTION OF LATIN MAXIMS, 
 
 LITERALLY TRANSLATED. 
 
 INTENDED FOR THE USE OF STUDENTS FOR ALL LEGAL EXAMINATIONS. 
 " The book seems admirably adapted as a book of reference for students who come across a Latin maxim 
 in their reading." Law Journal. 
 
 In one volume, 8vo, price gs., cloth, 
 
 LEADING STATUTES SUMMARISED, 
 
 FOR THE USE OF STUDENTS. 
 BY ERNEST C. THOMAS, 
 
 BACON SCHOLAR OF THE HON. SOCIETY OF GRAY'S INN, LATE SCHOLAR OF TRINITY COLLEGE, OXFORD ; 
 AUTHOR OF " LEADING CASES IN CONSTITUTIONAL LAW BRIEFLY STATED." 
 
 Second Edition, in Svo, enlarged, price 6s., cloth, 
 
 LEADING CASES IN CONSTITUTIONAL LAW 
 
 BRIEFLY STATED, WITH INTRODUCTION AND NOTES. 
 BY ERNEST C. THOMAS, 
 
 BACON SCHOLAR OF THE HON. SOCIETY OF GRAY'S INN, LATE SCHOLAR OF TRINITY COLLEGE, OXFORD. 
 
 " Mr. E. C. Thomas has put together in a slim octavo a digest of the principal cases illustrating Con- 
 stitutional Law, that is to say, all questions as to the rights or authority of the Crown or persons under it, 
 as regards not merely the constitution and structure given to the governing body, but also the mode in 
 which the sovereign power is to be exercised. In an introductory essay Mr. Thomas gives a very clear and 
 intelligent survey of the general functions of the Executive, and the principles by which they are regulated ; 
 and then follows a summary of leading cases." Saturday Revieiv. 
 
 "Mr. Thomas gives a sensible introduction and a brief epitome of the familiar leading cases." Law 
 Times. 
 
 In Svo, price 8s., cloth, 
 
 AN EPITOME OF HINDU LAW CASES. With 
 
 Short Notes thereon. And Introductory Chapters on Sources of Law, Marriage, 
 Adoption, Partition, and Succession. By WILLIAM M. P. COGHLAN, Bombay 
 Civil Service, late Judge and Sessions Judge of Tanna.
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 29 
 
 Second Edition, in crown 8vo, price 12s. 6d., cloth, 
 
 j.THE BANKRUPTCY ACT, 1883, 
 
 WITH NOTES OF ALL THE CASES DECIDED UNDER THE ACT ; 
 THE CONSOLIDATED RULES AND FORMS, 1886 ; THE DEBTORS ACT, 1869, so 
 
 FAR AS APPLICABLE TO BANKRUPTCY MATTERS, WITH RULES AND FORMS 
 
 THEREUNDER ; THE BlLLS OF SALE ACTS, 1878 AND 1882 ; 
 
 Board of Trade Circulars and Forms, and List of Official Receivers ; Scale of Costs, 
 Fees, and Percentages, 1886; Orders of the Bankruptcy Judge of the High 
 Court ; and a Copious Index. 
 
 BY WILLIAM HAZL1TT, ESQ., AND RICHARD RINGWOOD, M.A., 
 
 SENIOR REGISTRAR IN BANKRUPTCY, 
 
 OF THE MIDDLE TEMPLE, ESQ., BARRISTER- AT-LAW. 
 
 Second Edition, by R. RINGWOOD, M.A., Barrister-at-Law. 
 
 " This is a very handy edition of the Act and Rules The cross references and marginal 
 
 references to corresponding provisions of the Act of 1869 are exceedingly useful There is a very 
 
 full index, a&d the book is admirably printed." Solicitors' Journal. 
 
 Part I., price 7.?. 6</., sewed, 
 
 LORD WESTBURY'S DECISIONS IN THE 
 
 EUROPEAN ARBITRATION. Reported by FRANCIS S. REILI.V, 
 
 of Lincoln's Inn, Barrister-at-Law. 
 
 Parts I., II., and III., price 2$s., sewed, 
 
 LORD CAIRNS'S DECISIONS IN THE ALBERT 
 
 ARBITRATION. Reported by FKANCIS S. REILLY, of Lincoln's Inn, 
 Barrister-at-Law. 
 
 Second Edition, in royal 8vo, price 30^., cloth, 
 A TREATISE ON 
 
 THE STATUTES OF ELIZABETH AGAINST 
 FRAUDULENT CONVEYANCES. 
 
 THE BILLS OF SALE ACTS 1878 AND 1882 AND THE LAW OF VOLUNTARY 
 DISPOSITIONS OF PROPERTY. 
 
 BY THE LATE H. W. MAY, B.A. (Ch. Ch. Oxford), 
 
 Second Edition, thoroughly revised and enlarged, by S. WORTHINGTON WORTHINGTON, 
 of the Inner Temple, Barrister-at-Law. Editor of the " Married Women's 
 Property Acts," 5th edition, by the late J. R. GRIFFITH 
 
 " In conclusion, we can heartily recommend this 
 book to our readers, not only to those who are in 
 large practice, and who merely want a classified 
 list of cases, but to those who have both the desire 
 and the leisure to enter upon a systematic study of 
 our law." Solicitors' Journal. 
 
 " As Mr. Worthington points out, since Mr. May 
 wrote, the 'Bills of Sale Acts' of 1878 and 1882 
 have been passed ; the ' Married Women's Property 
 Act, 1882 ' (making settlements by married women 
 void as against creditors in cases in which similar 
 settlements by a man would be void), and the 
 ' Bankruptcy Act, 1883.' These Acts and the deci- 
 sions upon them have been handled by Mr. Worth- 
 ington in a manner which shows that he is master 
 of his subject, and not a slavish copyist of sections 
 and head-notes', which is a vicious propensity of 
 many modern compilers of text-books. His Table 
 of Cases (with reference to all the reports), is 
 admirable, and his Index most exhaustive." Law 
 Times. 
 
 "The results of the authorities appear to be 
 given well and tersely, and the treatise will we 
 think be found a convenient and trustworthy book 
 of reference." Law Journal. 
 
 " Mr. Worthington's work appears to have been 
 conscientious and exhaustive." Saturday Review. 
 
 " Examining Mr. May's book, we find it con- 
 structed with an intelligence and precision which 
 render it entirely worthy of being accepted as a 
 guide in this confessedly difficult subject. The 
 subject is an involved one, but with clean and clear 
 handling it is here presented as clearly as it could 
 be. . . . On the whole, he has produced a very 
 useful book of an exceptionally scientific character." 
 Solicitors' Journal. 
 
 " The subject and the work are both very good. 
 The former is well chosen, new, and interesting ; 
 the latter has the quality which always distin- 
 guishes original research from borrowed labours." 
 American Law Review. 
 
 " We are happy to welcome his(Mr. May's)work 
 as an addition to the, we regret to say, brief cata- 
 logue of law books conscientiously executed. We 
 can corroborate his own description of his labours, 
 ' that no pains have been spared to make the book 
 as concise and practical as possible, without doing 
 so at the expense of perspicuity or by the omission 
 cf any important points.' " Law Times.
 
 30 
 
 STEVENS &> HAYNES, BELL YARD, TEMPLE BAR. 
 
 In one volume, medium 8vo., price 385. , Cloth ; or in Half-Roxburgh, 42^. 
 
 A HISTORY OF THE FORESHORE 
 
 AND THE LAW RELATING THERETO. 
 
 WITH A HITHERTO UNPUBLISHED TREATISE BY LORD HALE, LORD HALE'S 
 " DE JURE MARIS," AND THE THIRD EDITION OF HALL'S ESSAY ON THE 
 
 RIGHTS OF THE CROWN IN THE SEA-SHORE. 
 
 WITH NOTES, AND AN APPENDIX RELATING TO FISHERIES. 
 BY STUART A. MOORE, F.S.A., 
 
 OF THE INNER TEMPLE, BARRISTER- AT-LAW. 
 
 "This work is nominally a third edition of the 
 late Mr. Hall's essay on the rights of the Crown in 
 the Sea-shore, but in reality is an absolutely new 
 production, for out of some 900 odd pages Hall's 
 essay takes up but 227. Mr. Moore has written a 
 book of great importance, which should mark an 
 
 epoch in the history of the rights of the Crown and 
 the subject in the litus marts, or foreshore of the 
 kingdom. Hall's treatise (with Loveland's notes) is 
 set out with fresh notes by the present editor, who 
 is anything but kindly disposed towards his author, 
 for his notes are nothing but a series of exposures 
 of what he deems to be Hall's errors and misrepre- 
 sentations. Mr. Moore admits his book to be a 
 brief for the opposite side of the contention sup- 
 ported by Hall, and a more vigorous and argu- 
 mentive treatise we have scarcely ever seen. Its 
 arguments are clearly and broadly disclosed, and 
 supported by a wealth of facts and cases which 
 show the research of the learned author to have 
 been most full and elaborate. . . . There is no 
 doubt that this is an important work, which must 
 have a considerable influence on that branch of the 
 law with which it deals. That law is contained in 
 ancient and most inaccessible records ; these have 
 now been brought to light, and it may well be 
 that important results to the subject may flow 
 therefrom. The Profession, not to say the general 
 public, owe the learned author a deep debt of 
 gratitude for providing ready to hand such a 
 
 wealth of materials for founding and building up 
 arguments. Mr. Stuart Moore has written a work 
 which must, unless his contentions are utterly un- 
 founded, at once become the standard text-book on 
 the law of the Sea-shore." Laiv Times, Dec. ist. 
 . "Mr. Stuart Moore in his valuable work on the 
 Foreshore." The Times. 
 
 " Mr. Stuart Mooie's work on the title of the 
 Crown to the land around the coast of England 
 lying between the high and low water-mark is 
 something more than an ordinary law book. It is 
 a history, and a very interesting one, of such land 
 and the rights exercised over it from the earliest 
 times to the present day ; and a careful study of 
 the facts contained in the book and of the argu- 
 ments brought forward can scarcely fail to convince 
 the reader of the inaccuracy of the theory, now so 
 constantly put forward by the Crown, that without 
 the existence of special evidence to the contrary, 
 the land which adjoins riparian property, and 
 which is covered at high tide, belongs to the 
 Crown and not to the owner of the adjoining 
 manor. The list which Mr. Moore gives of places 
 where the question of foreshore has been already 
 raised, and of those as to which evidence on the 
 subject exists amongst the public records, is valu- 
 able, though by no means exhaustive ; and the 
 book should certainly find a place in the library of 
 the lord of every riparian manor." Morning Post. 
 
 In one volume, 8vo, price I2s., cloth, 
 A TREATISE ON THE LAW RELATING TO THE 
 
 POLLUTION AND OBSTRUCTION OF WATER COURSES ; 
 
 TOGETHER WITH A BRIEF SUMMARY OF THE VARIOUS SOURCES OF RIVERS 
 
 POLLUTION. 
 
 BY CLEMENT HIGGINS, M.A., F.C.S., 
 
 OF THE INNER TEMPLE, BARRISTER-AT-LAW. 
 
 " As a compendium of the law upon a special 
 and rather intricate subject, this treatise cannot 
 but prove of great practical value, and more 
 especially to those who have to advise upon the 
 institution of proceedings under the Rivers Pollu- 
 tion Prevention Act, 1876, or to adjudicate upon 
 those proceedings when brought." Irish Law 
 Times. 
 
 "We can recommend Mr. Higgins' Manual as 
 the best guide we possess. " Public Health. 
 
 "County Court Judges, Sanitary Authorities, 
 and Riparian Owners will find in Mr. Higgins' 
 Treatise a valuable aid in obtaining a clear notion 
 of the Law on the Subject. Mr. Higgins has 
 accomplished a work for which he will readily be 
 recognised as having special fitness on account of 
 
 his practical acquaintance both with the scientific 
 and the legal aspects of his subject." Law Maga- 
 zine and Review. 
 
 "The volume is very carefully arranged through- 
 out, and will prove of great utility both to miners 
 and to owners of land on the banks of rivers.' 
 The Mining Jem, nal. 
 
 "Mr. Higgins writes tersely and clearly, while 
 his facts are so well arranged that it is a pleasure 
 to refer to his book for information ; and altogether 
 the work is one which will be found very useful by 
 all interested in the subject to which it relates." 
 Engineer. 
 
 A compact and convenient manual of the law 
 on the subject to which it relates." Solicitors' 
 Journal.
 
 STEVENS &- HAYNES, BELL YARD, TEMPLE BAR. 31 
 
 In 8vo, FOURTH EDITION, price 253., cloth, 
 
 MAYNE'S TREATISE 
 
 ON 
 
 THE LAW OF DAMAGES. 
 
 FOURTH EDITION. 
 
 BY 
 
 JOHN D. M A Y N E, 
 
 OF THE INNER TEMPLE, BARRISTER-AT-LAW ; 
 
 AND 
 
 L U M L E Y SMITH, 
 
 OF THE INNER TEMPLE, Q.C. 
 
 " Few books have been better kept up to the current law than this treatise. The earlier part 
 of the book was remodelled in the last edition, and in the present edition the chapter on 
 Penalties and Liquidated Damages has been re-written, no doubt in consequence of, or with 
 regard to, the elaborate and exhaustive judgment of the late Master of the Rolls in Wallis v. 
 Smith (31 W. R. 214 ; L. R. 21 Ch. D. 243). The treatment of the subject by the authors is 
 admirably clear and concise. Upon the point involved in Wallis v. Smith they say ' The 
 result is that an agreement with various covenants of different importance is not to be governed 
 by any inflexible rule peculiar to itself, but is to be dealt with as coming under the general rule, 
 that the intention of the parties themselves is to be considered. If they have said that in the 
 case of any breach a fixed sum is to be paid, then they will be kept to their agreement, unless 
 it would lead to such an absurdity or injustice that it must be assumed that they did not mean 
 what they said.' This is a very fair summary of the judgments in Wallis v. Smith, especially 
 of that of Lord Justice Cotton ; and it supplies the nearest approach which can be given at 
 present to a rule for practical guidance. We can heartily commend this as a carefully edited 
 edition of a thoroughly good book." Solicitors' Journal. 
 
 "The editors have, with their well-knosvn care, eliminated much obsolete matter, and revised 
 and corrected the text in accordance with the recent changes in procedure and legislation. The 
 chapter on penalties and liquidated damages has been to a great extent re-written, and a new 
 chapter has been added on breach of statutory obligations. As of former editions of this valua- 
 ble work, we can but speak of it with strong commendation as a most reliable authority on a 
 very important branch of our law the Right to Damages as the result of an Action at Law." 
 Law Journal. 
 
 " During the twenty-two years which have elapsed since the publication of this well-kntntm 
 work, its reputation has been steadily growing, and it has long since become the recognised 
 authority on the important subject of which it treats." LAW MAGAZINE AND REVIEW. 
 
 "This edition of what has become a standard 
 work has the advantage of appearing under the 
 supervision of the original author as well as of 
 Mr. Lumley Smith, the editor of the second edition. 
 The result is most satisfactory. Mr. Lumley 
 Smith's edition was ably and conscientiously pre- 
 pared, and we are glad to find that the reader still 
 enjoys the benefit of his accuracy and learning. 
 At the same time the book has doubtless been 
 improved by the reappearance of its author as co- 
 editor. The earlier part, indeed, has been to a 
 considerable extent entirely rewritten. 
 
 " Mr. Mayne's remarks on damages in actions of 
 tort are brief. We agree with him that in such 
 actions the courts are governed by far looser princi- 
 ples than in contracts ; indeed, sometimes it is 
 impossible to say they are governed by any princi- 
 ples at all. In actions for injuries to the person or 
 reputation, for example, a judge cannot do more 
 than give a general direction to the jury to give 
 
 what the facts proved in their judgment required. 
 And, according to the better opinion, they may give 
 damages 'for examples sake,' and mulct a rich 
 man more heavily than a poor one. In actions for 
 injuries to property, however, ' vindictive ' cr 
 'exemplary' damages cannot, except in very raie 
 cases, be awarded, but must be limited, as in con- 
 tract, to the actual harm sustained. 
 
 " It is needless to comment upon the arrangement 
 of the subjects in this edition, in which no alteration 
 has been made. The editors modestly express a 
 hope that all the English as well as the principal 
 Irish decisions up to the date have been included, 
 and we believe from our own examination that the 
 hope is well founded. We may regret that, warned 
 by the growing bulk of the book, the editors have 
 not included any fresh American cases, but we feel 
 that the omission was unavoidable. We should add 
 that the whole work has been thoroughly revised." 
 Solicitors' Journal. 
 
 " This text-book is so well known, not only as the highest authority on the subject treated 
 cf but as one of the best text-books ever written, that it would be idle for us to speak cf it 
 in the words of commendation that it deserves. It is a work that no practising lawyer can 
 (h without.'' CANADA LAW JOURNAL.
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 Now ready, in crown 8vo, price 4.?. 6d., cloth. 
 
 ABSTRACT DRAWING. Containing Instructions on 
 
 the Drawing of Abstracts of Title, and an Illustrative Appendix. By C. E. SCOTT, 
 Solicitor. 
 
 ^ : ^ 
 
 Second Edition, in crown 8vo, price 7.?., cloth, 
 
 THE LAW RELATING TO CLUBS. 
 
 BY THE LATE JOHN WERTHEIMER, BARRISTER-AT-LAW. 
 Second Edition, by A. W. CHASTER, Barrister-at-Law. 
 
 " A convenient handbook, drawn up with great 
 judgment and perspicuity." Morning Post. 
 
 " Both useful and interesting to those interested 
 in club management." Laiv Times. 
 
 " Mr. Wertheimer's history of the cases is com- 
 plete and well arranged."- Saturday Review. 
 
 " This is a very neat little book on an interesting 
 subject. The law is accurately and well expressed." 
 Law Journal. 
 
 "This is a very handy and complete little work. 
 This excellent little treatise should lie on the table 
 of every club." Pump Court. 
 
 In 8vo, price 2s., sewed, 
 
 TABLE of the FOREIGN MERCANTILE LAWS and CODES 
 
 in Force in the Principal States of EUROPE and AMERICA. By CHARLES 
 LYON-CAEN, Professeur agrege" a la Faculte de Droit de Paris ; Professeur a 
 1'Ecole libre des Sciences politiques. Translated by NAPOLEON ARGLES, 
 Solicitor, Paris. 
 
 In one volume, demy 8vo, price los. f>d., cloth, 
 
 PRINCIPLES OF THE LAW OF STOPPAGE IN TRANSITU, 
 
 RETENTION, and DELIVERY. By JOHN HOUSTON, of the Middle Temple, 
 Barrister-at-Law. 
 
 " We have no hesitation in saying that we think to the library of either the merchant or the lawyer." 
 Mr. Houston's book will be a very useful accession Solicitors' Journal. 
 
 Just published, in 8vo, price lev., cloth, 
 
 THE TRIAL OF ADELAIDE BARTLETT FOR 
 
 MURDER ; Complete and Revised Report. Edited by EDWARD BEAL, B.A., 
 of the Middle Temple, Barrister-at-Law. With a Preface by EDWARD CLARKE, 
 Q.C., M.P. 
 
 In Svo, price los. 6d., cloth, 
 A REPORT OF THE CASE OF 
 
 THE QUEEN v. GURNEY AND OTHERS, 
 
 In the Court of Queen's Bench before the Lord Chief Justice COCKBURN. With an 
 Introduction, containing a History of the Case, and an Examination of the Cases 
 at Law and Equity applicable to it ; or Illustrating THE DOCTRINE OF COM- 
 MERCIAL FRAUD. By W. F. FINLASON, Barrister-at-Law. 
 
 In royal Svo, price ioj. 6</., cloth, 
 
 THE PRACTICE OF EQUITY BY WAY OF REYIYOR AND SUPPLEMENT. 
 
 With Forms of Orders and Appendix of Bills. By LOFTUS LEIGH PEMBERTON, 
 of the Chancery Registrar's Office. 
 
 " Mr. Pemberton has, with great care, brought 
 together and classified all these conflicting cases, 
 and has, as far as may be, deduced principles which 
 
 will probably be applied to future cases." Soli- 
 citors' Journal.
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 33 
 
 In 8vo, price 6s. 6J., cloth, 
 
 THE ANNUAL DIGEST OF MERCANTILE 
 CASES FOR THE YEAR 1886. 
 
 BEING A DIGEST OF THE DECISIONS OF THE ENGLISH, SCOTCH AND IRISH COURTS 
 ON MATTERS RELATING TO COMMERCE. 
 
 BY JAMES A. DUNCAN, M.A., LL.B., Trin. Coll., Camb., 
 
 AND OF THE INNER TEMPI E, BARRISTER- AT-LAW. 
 
 " We hope the present issue may be the first of a 
 series which will naturally increase in value with 
 the progress of time." Saturday Review. 
 
 "There can only te one opinion, and that a very 
 decided one indeed, in favour of the value of this 
 
 book to men of business and to members of the 
 legal profession." Liverpool Mercury. 
 
 " A work of such handy reference, well indexed, 
 and containing the essence of a year's decisions, 
 will be found a valuable addition to office libraries." 
 Liverpool Daily Post. 
 
 ** The Annual Digest of Mercantile Cases, for 1885, can also be had, price 6s., cloth. 
 Third Edition, in crown 8vo, price ios., cloth, 
 
 THE LAW AND PEACTICE OF ELECTION PETITIONS, 
 
 With an Appendix containing the Parliamentary Elections Acts, the Corrupt and 
 Illegal Practices Prevention Acts, the General Rules of Procedure made by the 
 Election Judges in England, Scotland, and Ireland, Forms of Petitions, &c. 
 Third Edition. By HENRY HARDCASTLE, of the Inner Temple, Barrister-at-Law. 
 
 " Mr. Hardcastle gives us an original treatise 
 with foot-notes, and he has evidently taken very 
 considerable pains to make his work a reliable 
 
 guide. We can thoroughly recommend Mr. 
 Hardcastle's book as a concise manual on the law 
 and practice of election petitions." Law Times. 
 
 Vols. I., II., & III., price 73*. ; and Vol. IV., Pts. I. to IV., price 14*. 
 REPORTS OF THE DECISIONS OF THE 
 
 JUDGES FOR THE TRIAL OF ELECTION PETITIONS 
 
 IN ENGLAND AND IRELAND. 
 
 PURSUANT TO THE PARLIAMENTARY ELECTIONS ACT, 1868. 
 
 BY EDWARD LOUGHLIN O'MALLEY AND HENRY HARDCASTLE. 
 V Vol. IV. Parts III. and IV. Edited by]. S. SANDARS, Barrisier-at-Law. 
 
 In 8vo, price 12s., cloth, 
 
 THE LAW OF FIXTURES, 
 
 IN THE PRINCIPAL RELATION OF 
 
 LANDLORD AND TENANT, 
 
 AND IN ALL OTHER OR GENERAL RELATIONS. 
 
 FOURTH EDITION. 
 BY ARCHIBALD BROWN, M.A. Edin. and Oxon., and B.C.L. Oxon. 
 
 Or THE MIDDLE TEMPLE, BARRISTER-AT-LAW. 
 
 " A new chapter has been added with reference achieved." L<nu Times. 
 
 to the Law of Ecclesiastical Fixtures and Dilapida- 'The treatise is commendable as well for ongi- 
 
 tions. The book is worthy of the success it has nality as for laboriousness." Laiv Journal.
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 (Stctuns jinb gj};tj)ius' (Smcs of ^tyrints of iht GrarljJ Ijltportcrs. 
 SIR BARTHOLOMEW SHOWER'S PARLIAMENTARY CASES. 
 
 In 8vo, 1876, price 4/. 4^., best calf binding, 
 
 SHOWER'S CASES IN PARLIAMENT 
 
 RESOLVED AND ADJUDGED UPON PETITIONS & WRITS OF ERROR. 
 
 FOURTH EDITION. 
 CONTAINING ADDITIONAL CASES NOT HITHERTO REPORTED. 
 
 REVISED AND EDITED BY 
 
 RICHARD LOVELAND LOVELAND, 
 
 OF THE INNER TEMPLE, BARRISTER-AT-LAW ; EDITOR OF " KELYNC's CROWN CASES," AND 
 "HALL'S ESSAY ON THE RIGHTS OF THE CROWN IN THE SEASHORE." 
 
 " Messrs. STEVENS & HAYNES, the successful publishers of the Reprints of Bellewe, 
 Cooke, Cunningham, Brookes's New Cases, Choyce Cases in Chancery, William Kelynge 
 and Kelyng's Crown Cases, determined to issue a new or fourth Edition of Shower's Cases 
 in Parliament. 
 
 " The volume, although beautifully printed on old-fashioned Paper, in old-fashioned 
 type, instead of being in the quarto, is in the more convenient octavo form, and contains 
 several additional cases not to be found in any of the previous editions of the work. 
 
 " These are all cases of importance, worthy of being ushered into the light of the 
 world by enterprising publishers. 
 
 "Shower's Cases are models for reporters, even in our day. The statements of the 
 case, the arguments of counsel, and the opinions of the Judges, are all clearly and ably given. 
 
 " This new edition with an old face of these valuable reports, under the able editorship 
 of R. L. Loveland, Esq., should, in the language of the advertisement, 'be welcomed by 
 the profession, as well as enable the custodians of public libraries to complete or add to 
 their series of English Law Reports.' " Canada Law Journal. 
 
 BELLEWE'S CASES, T. RICHARD II. 
 
 In 8vo, 1 869, price 3/. 3-r. , bound in calf antique, 
 
 LES ANS DU ROY RICHARD LE SECOND. 
 
 Collect' ensembl' hors les abridgments 
 RICHARD BELLEWE, de Lincolns 
 Edition. 
 
 " No public library in the world, where English 
 law finds a place, should be without a copy of this 
 edition of Bellewe." Canada Law Journal. 
 
 " We have here ufac-siiitile edition of Bellewe, 
 and it is really the most beautiful and admirable 
 reprint that has appeared at any time. It is a 
 perfect gem of antique printing, and forms a most 
 interesting monument of our early legal history. 
 It belongs to the same class of works as the Year 
 Book of Edward I. and other similar works which 
 have been printed in our own time under the 
 auspices of the Master of the Rolls ; but is far 
 superior to any of them, and is in this respect 
 
 de Statham, Fitzherbert et Brooke. Per 
 Inne. 1585. Reprinted from the Original 
 
 highly creditable to the spirit and enterprise of 
 private publishers. The work is an important link 
 in our legal history ; there are no year books of the 
 reign of Richard II., and Bellewe supplied the only 
 substitute by carefully extracting and collecting all 
 the cases he could find, and he did it in the most 
 convenient form that of alphabetical arrangement 
 in the order of subjects, so that the work is a digest 
 as well as a book of law reports. It is in fact a 
 collection of cases of the reign of Richard II., 
 arranged according to their subjects in alphabetical 
 order. It is therefore one of the most intelligible 
 and interesting legal memorials of the Middle 
 Ages." Law Times. 
 
 CUNNINGHAM'S REPORTS. 
 
 In 8vo, 1871, price 3/. 3^., calf antique, 
 
 CUNNINGHAM'S (T.) Reports in K. B., 7 to 10 Geo. II.; to which is prefixed a Proposal 
 for rendering the Laws of England clear and certain, humbly offered to the 
 Consideration of both Houses of Parliament. Third edition, with numerous 
 Corrections. BY THOMAS TOWNSEND BUCKNILL, Barrister-at-Law. 
 
 " The instructive chapter which precedes the 
 cases, entitled ' A proposal for rendering the Laws 
 of England clear and certain,' gives the volume a 
 degree of peculiar interest, independent of the value 
 of many of the reported cases. That chapter begins 
 with words which ought, for the information of 
 
 every people, to be printed in letters of gold. They 
 are as follows: 'Nothing conduces more to the 
 
 peace and prosperity of every nation th.in good 
 laws and the due execr.tion of them.' The history 
 
 of the civil law is then rapidly traced. Next a 
 history is given of English Reporters, beginning 
 with the reporters of the Year Books from i Edw. 
 III. to 12 Hen. VIII. being near 200 years and 
 afterwards to the time of the author. "-Canada, 
 Law Journal.
 
 STEVENS &* HAYNES, BELL YARD, TEMPLE BAR. 
 
 <Stbcn$ anb 
 
 ' <Scrtc5 of glcjrrints of tht (gadg JUportcrs. 
 
 CHOYCE CASES IN CHANCERY. 
 
 In 8vo, 1870, price 2/. 2s., calf antique, 
 
 THE PRACTICE OF THE HIGH COURT OF CHANCERY. 
 
 \Vith the Nature of the several Offices belonging to that Court. And the Reports of 
 many Cases wherein Relief hath been there had, and where denyed. 
 
 "This volume, in paper, type, and binding (like ' Be 1 le we 's Cases') is a fac-simile of the antique edition. 
 All who buy the one should buy the other." Canada. Law Journal. 
 
 In 8vo, 1872, price 3/. $s., calf antique, 
 
 SIR G. COOKE'S COMMON PLEAS REPORTS 
 
 i IN THE REIGNS OF QUEEN ANNE, AND KINGS GEORGE I. AND II. 
 
 The Third Edition, with Additional Cases and References contained in the Notes 
 taken from L. C. J. EYRE'S MSS. by Mr. Justice NARES, edited by THOMAS 
 TOWNSEND BUCKNILL, of the Inner Temple, Barrister-at-Law. 
 
 " Law books never can die or remain long dead 
 so long as Stevens and Haynes are willing to con- 
 tinue them or revive them when dead. It is cer- 
 tainly surprising to see with what facial accuracy 
 
 an old volume of Reports may be produced by these 
 modern publishers, whose good taste is only-equalled 
 by their enterprise." Canada Law Journal. 
 
 BROOKE'S NEW CASES WITH MARCH'S TRANSLATION. 
 
 "< In Svo, 1873, price 4/. 4^., calf antique, 
 
 BROOKE'S (Sir Robert) New Cases in the time of Henry VIII., Edward VI., and 
 Queen Mary, collected out of BROOKE'S Abridgement, and arranged under years, 
 with a table, together with MARCH'S (John) Translation </ BROOKE'S New Cases 
 in the time of Henry VIII., Edward VI., and Queen Mary, collected out of 
 BROOKE'S Abridgement, and reduced alphabetically under their proper heads and 
 titles, with a table of the principal matters. In one handsome volume. Svo. 1873. 
 
 Stevens and Haynes have reprinted the two books 
 in one volume, uniform with the preceding volumes 
 of the series of Early Reports." Canada Law 
 Journal. 
 
 " Both the original and the translation having 
 long been very scarce, and the mispaging and other 
 errors in March's translation making a new and 
 corrected edition peculiarly desirable, Messrs. 
 
 KELYNGE'S (W.) REPORTS. 
 
 In 8vo, 1873, price 4/. 4^., calf antique, 
 
 KELYNGE'S (William) Reports of Cases in Chancery, the King's Bench, &c., from the 
 3rd to the gth year of his late Majesty King George II., during which time Lord 
 King was Chancellor, and the Lords Raymond and Hardwicke were Chief 
 Justices of England. To which are added, seventy New Cases not in the First 
 Edition. Third Edition. In one handsome volume. Svo. 1873. 
 
 KELYNG'S (SIR JOHN) CROWN CASES. . 
 
 In Svo, 1873, price 4/. 4^., calf antique, 
 
 KELYNG'S (Sir J.) Reports of Divers Cases in Pleas of the Crown in the Reign of King 
 Charles II., with Directions to Justices of the Peace, and others; to which are 
 added, Three Modern Cases, viz., Armstrong and Lisle, the King and Plurnmer, 
 the Queen and Mawgridge. Third Edition, containing several additional Cases 
 never before printed, together with a TREATISE UPON THE LAW AND PROCEED- 
 INGS IN CASES OF HIGH TREASON, first published in 1793. The whole carefully 
 revised and edited by RICHARD LOVELAND LOVELAND, of the Inner Temple, 
 Barrister-at-Law. 
 
 "We look upon this volume as one of the most good service rendered by Messrs. Stevensand Haynes 
 important and valuable of the unique reprints of to the profession. . . . Should occasior 
 Messrs. Stevens and Haynes. Little do we know Crown prosecutor, as well as counsel for the pi r 
 of the mines of legal wealth jhat lie buried in the will find in this volume a complete rode mecum ol 
 o'.u law books. But a careful examination, either of the law of high treason and proceedings in relation 
 the reports or of the treatise embodied in the volume thereto." Canada Law Journal. 
 now before us, will give the reader some idea of the
 
 30 
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAK. 
 
 Second Edition, in 8vo, price 26s., cloth, 
 A CONCISE TREATISE ON 
 
 BASED ON' THE DECISIONS IN THE ENGLISH COURTS. 
 BY JOHN ALDERSON FOOTE, 
 
 OF LINCOLN'S INN, BARRISTER-AT-LAW ; CHANCELLOR'S LEGAL MEDALLIST AND SENIOR WHEWELL SCHOLAR 
 
 OF INTERNATIONAL LAW, CAMBRIDGE UNIVERSITY, 1873 ; SENIOR STUDENT IN JURISPRUDENCE 
 
 AND ROMAN LAW, INNS OF COURT EXAMINATION, HILARY TERM, 1874. 
 
 "This work seems to us likely to prove of considerable use to all English lawyers who have to deal with 
 questions of private international law. Since the publication of Mr. Westlake's valuable treatise, twenty 
 years ago, the judicial decisions of English courts bearing upon different parts of this subject have greatly 
 increased in number, and it is full time that these decisions should be examined, and that the conclusions 
 to be deduced from them should be systematically set forth in a treatise. Moreover, Mr. Foote has done 
 this well." -Solicitors' Journal. 
 
 " Mr. Foote has done his work very well, and the book will be useful to all who have to deal with the 
 class of cases in which English law alone is not sufficient to settle the question." Saturday Review, 
 March 8, 1879. 
 
 " The author's object has been to reduce into order the mass of materials already accumulated in the 
 shape of explanation and actual decision on the interesting matter of which he treats ; and to construct a 
 framework of private international law, not from the dicta of jurists so much as from judicial decisions in 
 English Courts which have superseded them. And it is here, in compiling and arranging in a concise 
 form this valuable material, that Mr. Foote's wide range of knowledge and legal acumen bear such good 
 fruit. As a guide and assistant to the student of international law, the whole treatise will be invaluable : 
 while a table of cases and a general index will enable him to find what he wants without trouble." 
 Standard. 
 
 " The recent decisions on points of international law (and there have been a large number since Westlake's 
 publication) have been well stated. So far as we have observed, no case of any importance has been 
 omitted, and the leading cases have been fully analysed. The author does not hesitate to criticise the 
 grounds of a decision when these appear to him to conflict with the proper rule of law. Most of his 
 
 criticisms seem to us very just On the whole, we can recommend Mr. Foote's treatise as a useful 
 
 addition to our text-books, and we expect it will rapidly find its way into the hands of practising lawyers." 
 The Joitrnal of Jurisprudence and Scottish. Law Magazine. 
 
 "Mr. Foote has evidently borne closely in mind the needs of Students of Jurisprudence as well as those 
 of the Practitioners. For both, the fact that his work is almost entirely one of Case-law will commend 
 it as one useful alike in Chambers and in Court." Law Magazine and Review. 
 
 "Mr. Foote's book will be useful to the student One of the best points of Mr. Foote's book 
 
 is the ' Continuous Summary,' which occupies about thirty pages, and is divided into four parts Persons, 
 Property, Acts, and Procedure. Mr. Foote remarks that these summaries are not in any way intended as 
 an attempt at codification. However that may be, they are a digest which reflects high credit on the 
 author's assiduity and capacity. They are ' meant merely to guide the student ; ' but they will do much 
 more than guide him. They will enable him to get such a grasp of the subject as will render the reading 
 cf the text easy and fruitful." Law Journal. 
 
 " This book is well adapted to be used both as a text-book for students and a book of reference for 
 practising barristers." Bar Examination Journal. 
 
 "This is a book which supplies the want which has long been felt for a really good modern treatise on 
 Private International Law adapted to the every-day requirements of the English Practitioner. The 
 whole volume, although designed for the use of the practitioner, is so moderate in size an octavo of 500 
 pages only and the arrangement and development of the subject so well conceived and executed, that it 
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 us, wherein could be found the main principles of 
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 In 8vo, Sixth Edition, price 9^., cloth, 
 
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 1870, 1874, 1882 and 1884, 
 
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 By ARCHIBALD BROWN, M.A., Edinburgh and Oxon., and the Middle Temple, 
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 BY CHARLES JAMES TARRING, 
 
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 TABLE OF CASES CITED. Chapter V. Appeals from the Colonies. 
 
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 42 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
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 BRITISH CONSULAR JURISDICTION IN THE EAST, 
 
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 NEW LAW OF PATENTS, DESIGNS, & TRADE MARKS, 
 
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 BY EDWARD MORTON DANIEL, 
 
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 In 8vo, price 8s. , cloth, 
 
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 THE INDIAN CONTRACT ACT, No. IX., of 1872. 
 
 TOGETHER 
 
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 43 
 
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 LEADING CASES and OPINIONS on INTERNATIONAL LAW 
 
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 " The notes are concisely written and trust- 
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 Second Edition, in royal 8vo. noo pages, price 45^., cloth, 
 
 STORY'S COMMENTARIES ON 
 JURISPRUDENCE. 
 
 EQUITY 
 
 Second English Edition, from the Twelfth American Edition. 
 BY W. E. GRIGSBY, LL.D. (LOND.), D.C.L. (OxoN.), 
 
 AND OF THE INNER TEMPLE, BARRISTER-AT-LAW. 
 
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 Second Edition, in 8vo, price 8s., cloth, 
 
 THE PARTITION ACTS, 1868 & 1876. 
 
 A Manual of the Law of Partition 'and of Sale, in Lieu of Partition. With the Decided 
 Cases, and an Appendix containing Judgments and Orders. By W. GREGORY 
 WALKER, B.A., of Lincoln's Inn, Barrister-at-Law. 
 
 "This is a very good manual practical, clearly 
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 cussed the difficulties arising upon the language of 
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 Second Edition. In 8vo, price 22s. cloth, 
 A TREATISE ON THE 
 
 LAW AND PRACTICE RELATING TO INFANTS. 
 
 BY ARCHIBALD H. SIMPSON, M.A., 
 
 OF LINCOLN'S INN, BARRISTER-AT-LAW, AND FELLOW OF CHRIST'S COLLEGE, CAMBRIDGE. 
 SECOND EDITION. BY E. J. ELGOOD, B.C.L., M.A., of Lincoln's Inn, 
 
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 " Mr. Simpson's book comprises the whole of the 
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 and convenient form, the law upon the subject down 
 to the present time." Solicitors Journal. 
 
 "Its law is unimpeachable. We have detected 
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 done more scientifically, it is, beyond all question, 
 a compendium of sound legal principles." Law 
 Times. 
 
 " Mr. Simpson has arranged the whole of the Law 
 relating to Infants with much fulness of detail, and 
 
 yet in comparatively little space. The result is 
 due mainly to the businesslike condensation of his 
 style. Fulness, however, has by no means been 
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 portance, from the earliest cases to the last. In 
 the essential qualities of clearness, completeness, 
 and orderly arrangement it leaves nothing to be 
 desired. 
 
 " Lawyers in doubt on any point of law or prac- 
 tice will find the information they require, if it can 
 be found at all, in Mr. Simpson's book, and a 
 writer of whom this can be said may congratulate 
 himself on having achieved a considerable success." 
 Law Magazine, February, 1876.
 
 44 STEVENS &* HAYNES, BELL YARD, TEMPLE BAR. 
 
 In one volume, royal 8vo, 1877, price 30^., cloth, 
 
 THE DOCTRINES & PRINCIPLES OF 
 THE LAW OF INJUNCTIONS. 
 
 BY WILLIAM JOYCE, 
 
 OF LINCOLN'S INN, BARRISTER-AT-LAW. 
 
 "Mr. Joyce, whose learned and exhaustive work on 'The Law and Practice of Injunctions has 
 gained such a deservedly high reputation in the Profession, now brings out a valuable companion volume 
 on the ' Doctrines and Principles' of this important branch of the Law. In the present work the Law is 
 enunciated in its abstract rather than its concrete form, as few cases as possible being cited ; while at the 
 same time no statement of a principle is made unsupported by a decision, and for the most part the very 
 language of the Courts has beerftidhered to. Written as it is by so acknowledged a master of his subject, 
 and with the conscientious carefulness that might be expected from him, this work cannot fail to prove of 
 the greatest assistance alike to the Student who wants to grasp principles freed from their superincum- 
 bent details and to the practitioner, who wants to refresh his memory on points of doctrine amidst the 
 oppressive details of professional work." Law Magazine and Review. 
 
 BY THE SAME AUTHOR. 
 In two volumes, royal 8vo, 1872, price Jos., cloth, 
 
 THE LAW & PRACTICE OF INJUNCTIONS. 
 
 EMBRACING 
 
 ALL THE SUBJECTS IN WHICH COURTS OF EQUITY 
 AND COMMON LAW HAVE JURISDICTION. 
 
 BY WILLIAM JOYCE, 
 
 OF LINCOLN'S INN, EARRISTER-AT-LAW. 
 
 REVIEWS. 
 
 " A work which aims at being so absolutely 
 complete, as that of Mr. Joyce upon a subject 
 which is of almost perpetual recurrence in the 
 Courts, cannot fail to be a welcome offering to the 
 profession, and doubtless, it will be well received 
 and largely used, for it is as absolutely complete as 
 
 it aims at being This work is, therefore, 
 
 eminently a work for the practitioner, being full of 
 practical utility in every page, and every sentence, 
 of it We have to congratulate the pro- 
 fession on this new acquisition to a digest of the 
 law, and the author on his production of a work of 
 permanent utility and fame." Law Magazine 
 and Review. 
 
 " Mr. Joyce has produced, not a treatise, but a 
 complete and compendious exposition of the Law 
 and Practice of Injunctions both in equity and 
 common law. 
 
 "Part III. is devoted to the practice of the 
 Courts. Contains an amount of valuable and 
 technical matter nowhere else collected. 
 
 " From these remarks it will be sufficiently per- 
 ceived what elaborate and painstaking industry, as 
 well as legal knowledge and ability, has been 
 necessary in the compilation of Mr. Joyce's work. 
 No labour has been spared to save the practitioner 
 labour, and no research has been omitted which 
 could tend towards the elucidation and exemplifi- 
 cation of the general principles of the Lavr and 
 Practice of Injunctions." Law Journal. 
 
 " He does not attempt to go an inch beyond that 
 for which he has express written authority ; he al- 
 lows the cases to speak, and does not speak for them. 
 
 "The work is something more than a treatise on 
 the Law of Injunctions. It gives us the general 
 law on almost every subject to which the process of 
 injunction is applicable. Not only English, but 
 American decisions are cited, the aggregate number 
 being 3,50, and the statutes cited 160, whilst the 
 index is, we think, the most elaborate we have ever 
 seen occupying nearly 200 pages. The work s 
 probably entirely exhaustive." Law Times. 
 
 "This work, considered either as to its matter or manner of execution, is no ordinary work. It is a 
 complete and exhaustive treatise both as to the law and the practice of granting injunctions. It must 
 supersede all other works on the subject. The terse statement of the practice will be found of incalculable 
 value. We know of no book as suitable to supply a knowledge of the law of injunctions to our common 
 law friends as Mr. Joyce's exhaustive work. It is alike indispensable t o members of the Common Law 
 and Equity Bars. Mr. Joyce's great work would be a casket without a key unless accompanied by a good 
 index. His index is very full and well arranged. We feel that this work is destined to take its place 
 as a standard text-book, and the text-book on the particular subject of which it treats. The author 
 deserves great credit for the very great labour bestowed upon it. The publishers, as usual, have 
 acquitted themselves in a manner deserving of the high reputation they bear." Canada Law Journal.
 
 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 45 
 
 Third Edition, in 8vo, price 2os., cloth. 
 A TREATISE UPON 
 
 THE LAW OF EXTRADITION, 
 
 WITH THE CONVENTIONS UPON THE SUBJECT EXISTING BETWEEN 
 
 ENGLAND AND FOREIGN NATIONS, 
 
 AND THE CASES DECIDED THEREON. 
 BY SIR EDWARD CLARKE, 
 
 OF LINCOLN'S INN, S.-G., Q.C., M.P. 
 
 " Mr. Clarke's accurate and sensible book is the wants to learn the principles and practice of the 
 
 best authority to which the English reader can I law of extradition will be greatly helped by Mr. 
 
 turn upon the subject of Extradition." Saturday Clarke. Lawyers who have extradition business 
 
 Review. \ will find this volume an excellent hook of reference. 
 
 "The opinion we expressed of the merits of this Magistrates who have to administer the extradition 
 
 work when it first appeared has been fully justified law will bs greatly assisted by a careful jierusal of 
 
 by the reputation it has gained. It is seldom we 'Clarke upon Extradition.' This may be called a 
 
 come across a book possessing so much interest to warm commendation, but those who have read the 
 
 the general reader and at the same time furnishing so book will not say it is unmerited." Law Journal. 
 
 useful a guide to the lawyer." Solicitors' Journal. THE TIMES of September 7, 1874, in a long 
 
 "The appearance of a second edition of this article upon "Extradition Treaties," makes con- 
 treatise does not surprise us. It is a useful book, siderable use of this work and writes of it as " Mr. 
 well arranged and well written. A student who Clarke's useful Work on Extradition." 
 
 In 8vo, price 2s. 6J., cloth, 
 
 TABLES OF STAMP DUTIES 
 
 FROM 1815 TO 1878. 
 BY WALTER ARTHUR COPINGER, 
 
 OF THE MIDDLE TEMPLE, ESQUIRE, BARRISTER-AT-LAW : AUTHOR OF "THE LAW OF COPYRIGHT IN 
 WORKS OF LITERATURE AND ART," " INDEX TO PRECEDENTS IN CONVEYANCING," "TITLE DEEDS," &C. 
 
 "We think this little book ought to find its way 
 into a good many chambers and offices." Soli- 
 citors' Journal. 
 
 " This book, or at least one containing the same 
 amount of valuable and well-arranged information, 
 should find a place in every Solicitor's office. It is 
 of especial value when examining the abstract of a 
 
 large number of old title-deeds." Law Times. 
 
 " His Tables of Stamp Duties, from 1815 to 1878, 
 have already been tested in Chambers, and being 
 now published, will materially lighten the labours 
 of the profession in a tedious department, yet one re- 
 quiring great care." Law Magazine and Review. 
 
 In one volume, 8vo, price 14^., cloth, 
 
 TITLE DEEDS: 
 
 THEIR CUSTODY, INSPECTION, AND PRODUCTION, AT LAW, IN 
 
 EQUITY, AND IN MATTERS OF CONVEYANCING, 
 
 Including Covenants for the Production of Deeds and Attested Copies ; with an Appendix 
 of Precedents, the Vendor and Purchaser Act, 1874, &c., &c., &c. By WALTER 
 ARTHUR COPINGER, of the Middle Tample, Barrister-at-Law ; Author of " The 
 Law of Copyright " and " Index to Precedents in Conveyancing." 
 " The literary execution of the work is good here. Mr. Cppinger has supplied a much-felt want, 
 
 enough to invite quotation, but the volume is not 
 large, and we content ourselves with recommending 
 it to the profession." Law Times. 
 
 "A really good treatise on this subject must be 
 
 by the compilation of this volume. We have not 
 space to go into the details of the book ; it appears 
 well arranged, clearly written, and fully elaborated. 
 With these few remarks we recommend his volume 
 
 essential to the lawyer : and this is what we have I to our readers." Law Journal. 
 Third Edition, in 8vo, considerably enlarged, in the press, 
 
 THE LAW OF COPYRIGHT 
 
 In Works of Literature and Art ; including that of the Drama, Music, Engraving, 
 Sculpture, Painting, Photography, and Ornamental and Useful Designs ; together 
 with International and Foreign Copyright, with the Statutes Relating thereto, and 
 References to the English and American Decisions. By WALTER ARTHUR 
 COPINGER, of the Middle Temple, Barrister-at-Law. 
 
 "Mr. Copinger's book is very comprehensive, merits which will, doubtless, lead to the placing of 
 dealing with every branch of his subject, and even this edition on the shelves of the members of the 
 extending to copyright in foreign countries. So far profession whose business is concerned with copy- 
 as we have examined, we have found all the recent right ; and deservedly, for the book is one of can- 
 authorities noted up with scrupulous care, and siderable value." Solicitors' Journal. 
 there is an unusually good index. These are
 
 46 STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 
 
 Third Edition, in One large Volume, 8vo, price y.s. , cloth, 
 
 BEING THE LAW 
 
 RELATING TO THE 
 
 PROCEDURE, JURISDICTION, AND DUTIES OF MAGISTRATES 
 AND POLICE AUTHORITIES, 
 
 IN THE METROPOLIS AND IN THE COUNTRY. 
 
 With an Introduction showing the General Procedure before Magistrates 
 both in Indictable and Summary Matters. 
 
 BY HENRY C GREENWOOD, 
 
 STIPENDIARY MAGISTRATE FOR THE DISTRICT OF THE STAFFORDSHIRE POTTERIES ; AND 
 
 TEMPLE CHEVALIER MARTIN, 
 
 CHIEF CLERK TO THE MAGISTRATES AT LAMBETH POLICE COURT, LONDON ; 
 AUTHOR OF "THE LAW OF MAINTENANCE AND DESERTION," "THE NEW FORMULIST," ETC. 
 
 Third Edition. Including the SESSION 52 & 53 Viet., and the CASES DECIDED in the 
 SUPERIOR COURTS to the END OF THE YEAR 1889, revised and enlarged, 
 
 BY TEMPLE CHEVALIER MARTIN. 
 
 " A second edition has appeared of Messrs. Greenwood and Martin's valuable and 
 comprehensive magisterial and police Guide, a book which Justices of the peace should take 
 care to include in their Libraries." Saturday Review. 
 
 " Hence it is that we rarely light upon a work which commands our confidence, not merely 
 by its research, but also by its grasp of the subject of which it treats. The volume before us 
 is one of the happy few of this latter class, and it is on this account that the public favour will 
 certainly wait upon it. We are moreover convinced that no effort has been spared by its 
 authors to render it a thoroughly efficient and trustworthy guide." Law Journal. 
 
 "Magistrates will find a valuable handbook in Messrs. Greenwood and Martin's 
 ' Magisterial and Police Guide,' of which a fresh Edition has just been published." The 
 Times. 
 
 " A very valuable introduction, treating of proceedings before Magistrates, and largely of the 
 Summary Jurisdiction Act, is in itself a treatise which will repay perusal. We expressed our 
 high opinion of the Guide when it first appeared, and the favourable impression then produced 
 is increased by our examination of this Second Edition." Law Times. 
 
 " For the form of the work we have nothing but commendation. We may say we have 
 here our ideal law book. It maybe said to omit nothing which it ought to contain." 
 Law Times. 
 
 "This handsome volume aims at presenting a comprehensive magisterial handbook 
 for the whole of England. The mode of arrangement seems to us excellent, and is well 
 carried out." Solicitors' Journal. 
 
 " The Magisterial and Police Guide, by Mr. Henry Greenwood and Mr. Temple 
 Martin, is a model work in its conciseness, and, so far as we have been able to test it, 
 in completeness and accuracy. // ought to be in the hands of all who, as magistrates or 
 otherwise, have authority in matters of police." Daily News. 
 
 " This work is eminently practical, and supplies a real want. It plainly and concisely 
 states the law on all points upon which Magistrates are called upon to adjudicate, syste- 
 matically arranged, so as to be easy of reference. It ought to find a place on every Justice's 
 table, and we cannot but think that its usefulness will speedily ensure for it as large a sale 
 as its merits deserve. " Midland Counties Herald. 
 
 " The exceedingly arduous task of collecting together all the enactments on the subject 
 has been ably and efficiently performed, and the arrangement is so methodical and precise 
 that one is able to lay a finger on a Section of an Act almost in a moment. It is wonderful 
 what a mass of information is comprised in so comparatively small a space. We have much 
 pleasure in recommending the volume not only to our professional, but also to our 
 general readers ; nothing can be more useful to the public than an acquaintance with the 
 outlines of magisterial jurisdiction and procedure." Sheffield Post.
 
 S2 'EVENS cV HAYNES, BELL YARD, TEMPLE BAR. 47 
 
 In one thick volume, 8vo, price 32.?., cloth, 
 
 -vTHE LAW OF RAILWAY COMPANIES. ; 
 
 Comprising the Companies Clauses, the Lands Clauses, the Railways Clauses Consoli- 
 dation Acts, the Railway Companies Act, 1867, and the Regulation of Railways 
 Act, 1 868 ; with Notes of Cases on all the Sections, brought down to the end of the 
 year 1868; together with an Appendix giving all the other material Acts relating 
 to Railways, and the Standing Orders of the Houses of Lords and Commons ; 
 and a copious Index. By HENRY GODEFROI, of Lincoln's Inn, and JOHN 
 SHORTT, of the Middle Temple, Barristers-at-Law. 
 
 In a handy volume, crown 8vo, 1870, price icw. &/., cloth, 
 
 THE LAW OF SALVAGE, 
 
 As administered in the High Court of Admiralty and the County Courts ; with the 
 Principal Authorities, English and American, brought down to the present time ; 
 and an Appendix, containing Statutes, Forms, Table of Fees, etc. By EDWYN 
 JONES, of Gray's Inn, Barrister-at-Law. 
 
 In crown 8vo, price 4?., cloth, 
 A HANDBOOK OF THE 
 
 LAW OF PARLIAMENTARY REGISTRATION. 
 
 WITH AN APPENDIX OF STATUTES AND FULL INDEX. 
 BY J. R. SEAGER, REGISTRATION AGENT. 
 
 In 8vo, price 5^., cloth, 
 
 THE LAW OF PROMOTERS OF PUBLIC COMPANIES. 
 
 BY NEWMAN WATTS, 
 
 OF LINCOLN'S INN, BARRISTER-AT-LAW. 
 
 " Some recent cases in our law courts, which at " Mr. Watts has brought together all the lead- 
 
 the time attracted much public notice, have demon- ing decisions relating to promoters and directors, 
 
 strated the want of some clear and concise exposi- 
 tion of the powers and liabilities of promoters, and 
 this task has been ably performed by Mr. Newman 
 
 Watts." Investor's Guardian. 
 
 and has arranged the information in a very satisfao 
 tory manner, so as to readily show the rights of 
 different parties and the steps which can be legally 
 taken by promoters to further interests of new cora- 
 
 -.n n : A <* '* 71 .'/.. /"*..',*/.. 
 
 ' Daily Ckroniclt. 
 I- 
 
 Second Edition, in One Vol., Svo, price 12s., cloth. 
 
 A COMPENDIUM OF ROMAN LAW, 
 
 FOUNDED ON THE INSTITUTES OF JUSTINIAN ; together with Examination Questions 
 Set in the University and Bar Examinations (with Solutions), and Definitions of 
 Leading Terms in the Words of the Principal Authorities. Second Edition. By 
 GORDON CAMPBELL, of the Inner Temple, M.A., late Scholar of Exeter College, 
 Oxford; M.A., LL.D., Trinity College, Cambridge; Author of "An Analysis of 
 Austin's Jurisprudence, or the Philosophy of Positive Law. " 
 
 In Svo, price js. <*/., cloth, 
 
 TITLES TO MINES IN THE UNITED STATES, 
 
 WITH THE 
 
 STATUTES AND REFERENCES TO THE DECISIONS 
 OF THE COURTS RELATING THERETO. 
 
 BY W. A. HARRIS, B.A. OXON., 
 
 or LINCOLN'S INN, BARRISTKR-AT-LAW : AND OF THE AMERICAN BAH.
 
 43 
 
 STEVENS cr> HAYNES, BELL YARD, TEMPLE BAR. 
 
 INDEX 
 
 To the Names of Authors and Editors of Works enumerated in this Catalogue. 
 
 ALDRED (P. F.), page 21. 
 
 ARGLES (N.), 32. 
 
 BALDWIN (E. T.), 15. 
 
 BANNING (H. T.), 42 
 
 BEAL (E.), 32. 
 
 BELLEWE (R.), 34- 
 
 BEVEN (T.) 14. 
 
 BLYTH (E. E.), 22. 
 
 BRICE (SEWARD), 9, 16. 
 
 BROOKE (SiR R.), 35- 
 
 BROWN (ARCHIBALD), 20, 22, 26, 33, 40. 
 
 BROWNE (J. H. BALFOUR), 19. 
 
 BUCHANAN (J.), 38. 
 
 BUCKLEY (H. B.), 17. 
 
 BUCKNILL (T. T.), 34, 35. 
 
 CAMPBELL (GORDON), 47. 
 
 CAMPBELL (ROBERT), 9, 40. 
 
 CARMICHAEL (C. H. E.), 21 
 
 CECIL (LORD R.), " 
 
 CHASTER (A. W.), 32. 
 
 CLARKE (EDWARD), 45. 
 
 COBBETT (PITT), 4 3- 
 COGHLAN (W. M.), 28. 
 
 COOKE (SIR G.), 35. r an 
 
 COOKE (HUGH), 10. 
 COPINGER (W. A.), 4O, 42, 45. 
 
 CORNER (R. J.), 10. 
 CRAIES (W. F.), 6. 
 CUNNINGHAM (H. S.), 38, 4 2 - 
 CUNNINGHAM (JOHN), 7. 
 CUNNINGHAM (T.), 34- ' 
 DANIEL (E. M.), 42. 
 DARLING (C. J.), 18. 
 DEANE (H. C.), 23. 
 DE WAL (J.), 38. 
 DUNCAN (J. A.), 33- 
 EDWARDS (W. D.), 16, 39. 
 ELGOOD (E. J.), 6, 18, 43. 
 ELLIOTT (G.), 14. 
 EMDEN (A.), 8, 11. 
 
 EVERSLEY (W. P.), 9- 
 FlNLASON (W. F.), 32- 
 
 FoA(E.), il. 
 
 FOOTE (J. ALDERSON), 36. 
 FORBES (U. A.), 18. 
 FORSYTH (W.), 14- 
 FROST (R.), 12. 
 GIBBS (F. W.), 10. 
 GODEFROI (H.), 47- 
 GREENWOOD (H. C.), 46 
 GRIFFITH (J. R.), 40. 
 GRIGSBY (W. E.), 43. 
 GROTIUS (HUGO), 38. 
 HALL (R. G.), 30. 
 HANSON (A.), 10. 
 
 IlARDCASTLE (H.), 9. 33- 
 
 HARRIS (SEYMOUR F.),-2O, 27. 
 HARRIS (W. A.), 47- 
 HARRISON (J. C.), 23. 
 HARWOOD (R. G.), 10. 
 HAZLITT (W.), 29. 
 HIGGINS (C.), 30- 
 
 
 HOUSTON (J.), 32. 
 HUDSON (A- A.), 12. 
 HURST (J.), ii. 
 
 INDERMAUR (JOHN), 24, 25, 28. 
 JONES (E.), 47. 
 JOYCE (W.), '44. 
 KAY (JOSEPH), 17. 
 KELKE(\V. H.), 6. 
 KELYNG (SiRj.), 35- 
 KELYNGE (W.), 35. 
 KOTZE (J. G.), 38. 
 LLOYD (YRE), 13. 
 LOCKE (J.), 32. 
 LORENZ (C. A.), 38. 
 LOVELAND (R. L.), 30, 34, 35. 
 MAASDORP (A. F. S.), 38. 
 MACASKIE (S. C.), 7. 
 MARCH (JOHN), 35. 
 MA.RCY (G. N.), 26. 
 . MARSH (THOMAS), 21. 
 MARTIN (TEMPLE C.), 7, 46. 
 MATTINSON (M. W. ), 7. 
 MAY (H. W.), 29. 
 MAYNE QOHN D.), 31, 38. 
 MELLOR (F. H.), 10. 
 MENZIES (W.), 38. 
 MOORE (S.A.), 30. 
 
 O'MALLEY (E. L.), 33. 
 
 PEILE (C. J.), 7. 
 PEMBERTON (L. L.), 18, 32. 
 PORTER (J. B.), 6. 
 REILLY (F. S.), 29. 
 RINGWOOD (R.), 13, 15, 29, 
 SALKOWSKI (C.), 14. 
 SALMOND (J. W.), 13 
 SAVIGNY (F. C. VON), 20. 
 SCOTT (C. E.), 32. 
 SEAGER (J. R.), 47. 
 SHORT (F. H.), 10, 41. 
 SHORTT QOHN), 47. 
 SHOWER (SiR B.), 34 
 SIMPSON (A. H.), 43- 
 SLATER (J.), 7- 
 SMITH (EUSTACE), 23, 39. 
 SMITH (F. J.), 6. 
 SMITH (LUMLEY), 31. 
 SNELL (E. H. T.), 22. 
 STORY, 43. 
 
 TARRING (C. J.), 26, 41, 42. 
 TASWELL-LANGMEAD, 21. 
 THOMAS (ERNEST C.), 28. 
 TYSSEN (A. D.), 39- 
 VAN DER KEESEL (D. G.), 38. 
 VAN LEE u WEN, 38. 
 WAITE (W. T.), 22. 
 WALKER (W. G.), 6, 18, 43. 
 WATTS (C. N.), 47- 
 WERTHEIMER (J.), 32. 
 WHITEFORD (F. M.), 20. 
 WHITFIELD (E. E.), 14. 
 WILLIAMS (S. E.), 7- 
 WORTH INGTON (S. W.), 29, 40. 
 
 LONDON I BRADBURY, AGNEW, & CO. LD., PRINTERS, WHITEFRIARS, E.G.
 
 Catalogue of New Law Works may be obtained gratis upon application to S. d H. 
 
 STEVENS AND HAYNES' LAW PUBLICATIONS. 
 
 Ready. &<- Edition, - , rice 28s. cloth, 
 
 HARDCASTLE'S TREATISE ON THE RULES WHICH 
 
 GOVERN THE CONSTRUCTION AND EFFECT OF STATUTORY LAW. 
 With Appendices. Second Edition. Revised and greatly enlarged. By W. F. 
 CUAIES, of the Inner Temple, Barrister-at-Law. 
 
 I id'i id - in Svo > \ i ' : 6*. loth, 
 
 A CONCISE TREATISE ON THE STATUTE LAW 
 
 OF THE LIMITATIONS OF ACTIONS. With an Appendix of Statutes, References 
 
 to English, Irish, and American Cases, and to the French Code. By H. T. 
 BA.N T-at-Law. 
 
 Svo, price 20s. cloth, 
 
 A COMPENDIUM OF THE LAW OF PROPERTY IN 
 
 LAND. For the use of Students and the Profession. Second Edition, by WILLIAM 
 DOUGLAS EDWARDS, LL.B., of Lincoln's Inn, Barrister-at-Law. 
 
 In royal Svo, price 28s. cloth, 
 
 A TREATISE ON THE LAW AND PRACTICE RE- 
 LATING TO LETTERS PATENT FOR INVENTIONS. With an Appendix of 
 Statutes, International Convention, Rules, Forms and Precedents, Orders, &c. By 
 ROBERT FROST, B.Sc. (Lond.), Barrister-at-Law, 
 
 ./' Edition, in 8 TO, price 26s. cloth, 
 
 A CONCISE TREATISE ON PRIVATE INTERNA- 
 
 TIONAL JURISPRUDENCE. Based on the decisions in the English Courts. By 
 JOHN ALDERSON FOOTE, of Lincoln's Inn, Barrister-at-Law ; Chancellor's Legal 
 Medallist and Senior W lie well Scholar of International Law, Cambridge University, 
 1873 ; Senior Student in Jurisprudence and Roman Law, Inns of Court Examination, 
 Hilary Term, 1874. 
 
 In Svo, price 30s. cloth. 
 
 THE PRACTICE ON THE CROWN SIDE OF THE 
 
 QUEEN'S BENCH DIVISION of Her Majesty's High Court of Justice (founded on 
 Corner's Crown Office Practice), including Appeals from Interior Courts. With Appen- 
 dices of Rules and Forms. By F. HUGH SHORT, Chief Clerk of the Crown Office, and 
 FRANCIS H. MELLOR, M.A., Barrister at-Law. 
 
 Fifth Edition, Svo, price 10s. 6d. cloth. 
 
 RINGWOOD'S PRINCIPLES OF THE LAW OF BANK- 
 
 RUPTCY ; Embodying the Bankruptcy Acts, 1883 and 1890 ; part of the Debtors Act, 
 1869 ; the Bankruptcy Appeals (County Courts) Act, 1884. With an Appendix contain- 
 ing Schedules to the Bankruptcy Act, 1883; the Bankruptcy Rules, 1886 and 1890, &c., 
 &c. Fifth Edition. By R. RINOWOOD, of the Middle Temple, Barrister-at-Law. 
 In Svo, price 6s. 6d. cloth, 
 
 THE CUSTOMS AND INLAND REVENUE ACTS, 1880 
 
 and 1881 (43 Viet. c. 14, and 44 Viet c. 12), so far as they relate to the Probate, 
 Legacy, and Succession Duties, and the Duties on Accounts. With an Introduction 
 and Notes. By ALFRED HANSON, Esq., Comptroller of Legacy and Succession Duties. 
 In One Volume, Svo, Third Edition, price 25s. cloth, 
 
 THE PROBATE, LEGACY, AND SUCCESSION DUTIES 
 
 ACTS : Comprising 36 Geo. 3, c. 52 ; 45 Geo. 3, c. 28 ; 55 Geo. 3, c. 184 ; and 16 & 
 17 Viet. c. 51 ; with an Introduction and copious Notes, incorporating the Cases to 
 Michaelmas Sittings, 1876 ; together with an Appendix of Statutes, and a full Index. 
 By ALFRED HANSON, Esq., Comptroller of Legacy and Succession Duties. 
 Third Edition, in Svo, price 32s. cloth, 
 
 A MAGISTERIAL AND POLICE GUIDE : Being the statute 
 
 Law relating to the Procedure, Jurisdiction, and Duties of Magistrates and Police 
 Authorities in the Metropolis and in the Country. With an Introduction, showing the 
 General Procedure before Magistrates both in Indictable and Summary Matters. By 
 HENRY C. GREENWOOD, Stipendiary Magistrate for the District of the Staffordshire 
 Potteries, and TEMPLE CHEVALIER MARTIN, Chief Clerk to the Magistrates at Lambeth 
 Police Court, London. Third Edition, including the Session 52 & 53 Viet., and the 
 Cases decided in the Superior Courts to the End of the Year 1889, revised and 
 enlarged, by TEMPLE CHEVALIER MARTIN.
 
 A Catalogue of New Law Works may be obtai 
 
 STKYKXS \ HAYXK.v J..\ A 000087154 1 
 
 A PRACTICAL TREATISE OX THE LAW OF JHIILDP 
 
 ndoftheDn 
 
 r.s and Valuers, with an Appendix of Pn 
 
 i B on Building and EHL . the Inner 
 
 Tcin | ' 
 
 (I 8vo, pric'' 
 
 THE LAW AND PRACTICE UNDER THE COMPANIES 
 
 ACTS, 1362 TO 1890 ; AND THE LIKE AS 
 
 1872 (including the O Memorandum 'A'iiul- 
 
 ing 1 '.ialiilitv Act). Containing!! 
 
 Orders, aud Forms to regulate 1' , and full Notes of the Decisions,^ 
 
 H. BUKTON BUCKLEY, M.A., of Lincoln's Inn, Esq., one of Her Map 
 Fourth Edition, in 8vo, price 21s. cloth, 
 
 ENGLISH CONSTITUTIONAL HISTORY: From the Ten, 
 
 Conquest to the Present '1 - 
 
 T. P. TA 
 
 Vim" ilar in the ' 
 
 HiM 
 
 II. E. 
 
 and Appendices. II. E. CAKMUHA! 
 
 Second Edition, in Svo, price 22s. cloth, 
 
 A TREATISE ON THE LAW & PRACTICE RELATING 
 
 U.D H. SIMPSON, .M 
 Edition, by E. J. 
 
 OUTLINES OF THE LAW OF TORTS. <ARD 
 
 V., of the V lies of 
 
 Bankruptcy," &c., ami Lecturer on < 
 
 A TREATISE OX THE STATUTJ OF ELIZAI5ETII 
 
 against FKACDUI.K 
 
 aud AKY DIS! 
 
 H. W. MAY, B.A. Second Edition. ...l in many 
 
 parts re-written, by S. W. \Voi;i> r Temple, I. 
 
 ' 
 
 LEADING CASES AND OPINIONS ON INTERNATIONAL 
 
 LA.\\ I ted and Digested froi 
 
 Parlia ..'.- - (r Pin 
 
 COBBETT, M.A., D.C.I.., Ban 
 
 . 
 
 THE LAWS OF INSURANT i 
 
 GUARANTEE. 
 
 - ana lian Courts. By JAMES BIG* 
 
 assr-.- d bj W '. 
 
 In (> , Bvo, price ' 
 
 CHAPTERS ON THE LAW RELATING TO /I'lIE 
 
 COLONIES. To which U appended a 
 Council on appeal from the Colonies, 
 JAMES TAKRING, of the Inner T- 
 
 Second Edition. In One ' - . 
 
 A NEW LAW DICTIONARY AND INSTITl'TE OF THE 
 
 WHOLE [j AW; embracing French and Luti- Vuthonties, 
 
 Cases, and Statutes. Second Ed i: '" BROWN, 11. A. 
 
 Edin. and Oxon., and B.C.L. Oxon., of the Middle Tempi. r at- Law. 
 
 Sixth Edition. In One Volume, Svo, price 20.*. cloth, 
 
 PRINCIPLES OF THE COMMON LAW. Intended for the 
 Use of Students and the Profession. By JOHN INDERMACR, Solicitor. 
 
 [ See Catalogue at end of this Volume. 1