proceeding instituted by such creditor against the company is returned unsatisfied, in whole or in part, by the sheriff of the county in which the registered office of the company is situate: (3.) Whenever, in Scotland, the induciæ of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest, have expired without payment being made.

69. Any application for the winding up of a company shall be by petition, and there shall be filed or lodged at the time when such petition is presented an affidavit verifying the same: Such petition may, in cases where the company is unable to pay its debts, be presented either by a creditor or a contributory, but where any other ground is alleged for winding up the company a contributory alone is entitled to present the petition.

70. Upon the hearing of any petition presented by a creditor, the Court may dismiss such petition, with or without costs, to be paid by the petitioner, or it may make an order or pronounce an interlocutor directing the company, by a day to be named in the order or interlocutor, to pay or secure payment to the creditor of all monies that may be proved due to him, together with such costs as the Court may direct; or the Court may, if it so thinks fit, on the hearing of such petition, make an order or decree for winding up the company in the first instance, or such other order as it deems just.

71. If at the expiration of the time named in such order or interlocutor such payment is not made, or security given, the Court may thereupon make an order or decree for winding-up the com

pany.

72. Upon the hearing of a petition presented by a contributory, the Court may dismiss such petition, with or without costs, to be paid by the petitioner, or it may make an order or decree directing the company to be wound up, or such other order or decree as it deems just.

73. After the date of such order or decree for winding up the company, all suits and actions against the company shall, if the Court so orders, be stayed: No director or other officer of the company shall, without the sanction of the Court, dispose of any of the property, effects, or things in action of the company, and no transfer of any shares shall be valid without the sanction of the Court: A copy of such order or decree shall forthwith be reported by the company to the Registrar of Joint-Stock Companies, who shall make a minute thereof in his book relating to the company.

74. In cases where the Court of Chancery in England or Ireland makes an order for winding up

a company, it may, if it thinks fit, direct all or any subsequent proceedings for winding up the same to be had in the Court of Bankruptcy having jurisdiction in the place in which the registered office of the company is situate, or if the company is formed for the purpose of working any such mine as is within and subject to the jurisdiction of the Stannaries, in the Court of the Vice-warden of the Stannaries; and upon such order being made the Court therein named shall have the same jurisdiction and exercise the same powers with respect to winding up such company as it would have and exercise in a case by this Act declared to be within its jurisdiction.

75. As soon as may be after making an order or decree for winding-up the company the Court shall cause the assets of the company to be collected, and applied in discharge of its liabilities in a due course of administration.

76. Any such conveyance, mortgage, delivery of goods, payment, execution, or other act relating to property, as would, if made or done by or against any individual trader, be deemed in the event of his bankruptcy to have been made or done by way of undue or fraudulent preference of any creditor of such trader, shall, if made or done by or against any company registered under this Act, be deemed, in the event of an order being made for winding up such company, to have been made or done by way of undue or fraudulent preference of such creditor of such company, and shall be invalid accordingly; and for the purposes of this section the presentation of a petition for winding up a company shall be deemed to correspond with the filing of a petition for adjudication of bankruptcy in the case of an individual trader; and any conveyance or assignment made by any company registered under this Act of all its estate and effects to trustees for the benefit of all its creditors shall be void to all intents.

77. The Court may, after it has made an order or decree for winding up the company, summon before it 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; and the Court may require any such person to produce any books, papers, deeds, writings, or other documents in his custody or power which may appear to the Court requisite to the full disclosure of any of the matters which the Court thinks necessary to be inquired into for the purpose of winding up the company; and if any person so summoned refuses to come before the Court at the time appointed, having no lawful impediment (made known to the Court at the time of its sitting, and allowed by it), the Court may by warrant authorize and direct the person therein named

for that purpose to apprehend such person, and bring him before the Court for examination.

78. The Court may examine upon oath, either by word of mouth or upon written interrogatories, any person appearing or brought before them in manner aforesaid, concerning the trade, dealings, estate, or effects of the company, and may reduce into writing the answers of every such person, and require him to sign and subscribe the same.

79. If any director, officer, or contributory of any company for the winding up of which an order or decree has been made under this Act destroys, mutilates, alters, or falsifies any books, papers, writings, or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account, or other document belonging to the company, with intent to defraud the creditors or contributories of such company or any of them, every person so offending shall be deemed to be guilty of a misdemeanour, and upon being convicted shall be liable to imprisonment for any term not exceeding two years, with or without hard labour.

80. If any attachment, sequestration, or execution is issued against any company, by virtue whereof the estate and effects of the company, or any of them, may be attached, sequestered, or taken in execution, at any time within three months next before the filing or presentation of the petition for winding up the company, such attachment, sequestration, or taking in execution shall be void in favour of the liquidators of the company, as against the attaching, sequestrating, or execution creditor, whether the same has been completely executed or not, except that such creditor shall, if the attachment, sequestration, or execution would have been valid but for this provision, be entitled to retain out of any money already realized, his costs of suit, and of the attachment, sequestration, or execution, or to proceed with the attachment, sequestration, or execution for the purpose of realizing such costs; but on satisfaction of such costs, or on tender of the amount thereof by the liquidators to the creditor, it shall be lawful for the liquidators to recover from such creditor the property so attached, sequestrated, and taken in execution, and the proceeds of such property or the residue thereof, as the case may be.

81. All books, accounts, and documents of the company, and of the liquidators hereinafter mentioned, shall, as between the contributories of the company, be prima facie evidence of the truth of all matters therein contained, and purporting to be therein recorded.

82. The Court may, at any time after making an order or decree for winding up a company, and before it has ascertained the sufficiency of the assets

of the company, or the debts in respect of which the several classes of contributories are liable, make calls on all or any of the contributories, to the extent of their liability, for payment of all or any sums it deems necessary to satisfy the debts of the company and the costs of winding it up, and it may, in making a call, take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the

same.

83. All monies received under the direction of the Court on account of the sale or conversion of any of the assets of the company, or in respect of calls made on any contributories, or of any other matter, with the exception of such balance, if any, as the official liquidators may, with the sanction of the Court, retain in their hands for the payment of current expenses, shall in England be paid into the Bank of England or some branch thereof, and in Ireland into the Bank of Ireland or some branch thereof, and in Scotland into one of the incorporated or chartered banks in Scotland, to the credit of such account as the Court may direct; and no money standing to such account shall be paid out by the Bank except upon cheques signed in such manner as the Court directs.

84. The Court may, at any time after the presentation of a petition for winding up a company, and either before or after making an order for winding up the same, upon the application by motion of any creditor or contributory of such company, restrain further proceedings in any action or suit against the company, or appoint a receiver of the estate and effects of the company; it may also, by notice or advertisement, require all creditors to present and prove their claims within a certain time, or be precluded from the benefit of any distribution which may be made before such claim is proved.

85. The Court may, at any time after an order or decree has been made for winding up a company, upon the application by motion of any creditor or contributory of the company, and upon proof to the satisfaction of the Court that all proceedings in relation to such winding up ought to be stayed, make an order staying the same, either altogether or for a limited time on such terms and subject to such conditions as it deems fit.

86. As soon as the creditors are satisfied, the Court shall proceed to adjust the rights of the contributories amongst themselves; and to distribute any surplus that may remain amongst the parties entitled thereto, and for the purposes of such adjustment it may make calls on the contributories to the extent of their liability for payment of such sums as it deems necessary; and it may, in making a call, take into consideration the probability that some of the contributories upon whom the same is

made may partly or wholly fail to pay their respective portions of the same.

87. The Court may make such order as to the priority and payment out of the estate of the company of the costs, charges, and expenses incurred in winding up any company as it thinks just.

Official Liquidators.

88. For the purpose of conducting the proceedings in winding up a company, and assisting the Court therein, there shall be appointed a person or persons to be called an official liquidator or official liquidators; and such appointment shall be made as follows; that is to say,

In cases within the jurisdiction of the Court of Chancery in England or Ireland, or of the Court of Session in Scotland, or of the Court of the Stannaries, the Court having jurisdiction may, after requiring due security, appoint such persons or person, either provisionally or otherwise, as it thinks fit, to the office of official liquidators; it may from time to time remove any person or persons so appointed, and fill up any vacancy occasioned by such removal or by the death or resignation of any such appointee or appointees; if one person only is appointed, he shall have all the powers hereby given to several liquidators; if more persons than one are appointed, the Court shall declare whether any act hereby required or authorized to be done by the official liquidators may be done by all or any one or more of such persons.

In cases within the jurisdiction of any Court of Bankruptcy, the official assignee to be named by the Court shall be the official liquidator; but it shall be lawful, in cases where the winding-up takes place at the suit of a creditor, for the major part in value of the creditors assembled at a meeting to be held for the purpose, and in cases where the winding-up takes place at the suit of a contributory, for the major part in value of the contributories assembled at a meeting to be held for the purpose, to appoint an official liquidator to act concurrently with the official liquidator so named by the Court.

89. The official liquidators or liquidator shall be described by the style of the official liquidators or official liquidator of the particular company in respect of which they or he are or is appointed, and not by their or his individual names or name; they or he shall take into their or his custody all the property, effects, and things in actions of the company, and shall perform such duties in reference to the winding-up of the company as may be imposed by the Court.

90. The official liquidators shall have power,

with the sanction of the Court, to do the following things:

To bring or defend any action, suit, or prosecution, or other legal proceeding, civil or criminal, in the name and on behalf of the company: To carry on the business of the company, so far as may be necessary for the beneficial winding up of the same :

To sell the real and personal and heritable and moveable property, effects, and things in action of the company by public or private contract, with power, if they think fit, to transfer the whole thereof to any person or company, or to sell the same in parcels :

To execute, in the name and on behalf of the company, all deeds, receipts, and other documents they may think necessary, and for that purpose to use, when necessary, the company's seal :

To refer disputes to arbitration, and compromise any debts or claims :

To

prove, claim, rank, and draw a dividend, in the matter of the bankruptcy or insolvency or sequestration of any contributory, for any balance against the estate of such contributory, and to take and receive dividends in respect of such balance, in the matter of bankruptcy or insolvency or sequestration, as a separate debt due from such bankrupt or insolvent, and rateably with the other separate creditors: To draw, accept, make, and indorse any bill of exchange or promissory note, and also to raise upon the security of the assets of the company from time to time any requisite sum or sums of money; and the drawing, accepting, making or indorsing of every such bill of exchange or promissory note as aforesaid on behalf of the company shall have the same effect with respect to the liability of such company as if such bill or note had been drawn, accepted, made, or indorsed by such company in the course of carrying on the business thereof: To do and execute all such other things as may be necessary for winding up the affairs of the company and distributing its assets.

91. The official liquidators may, with the approval of the Court, appoint a solicitor or law agent, and such clerks or officers as may be necessary to assist them in the performance of their duties: There shall be paid to such solicitor or law agent, clerks and officers, such remuneration by way of fees or otherwise as may be allowed by the Court.

92. There shall be paid to the official liquidators such salary or remuneration, by way of per-centage or otherwise, as the Court directs.

93. When the affairs of the company have been completely wound up, the Court shall make an order or decree declaring the company to be dissolved from the date of such order or decree, and the company shall be dissolved accordingly.

94. Any order or decree so made shall be reported by the official liquidators to the Registrar of Joint-Stock Companies, who shall make a minute accordingly in his books of the dissolution of such company.

95. In England, the Lord Chancellor of Great Britain, with the advice and consent of the Master of the Rolls and any one of the Vice Chancellors for the time being, or with the advice and consent of any two of the Vice Chancellors, may, as often as circumstances require, make such rules concerning the mode of proceeding to be had for winding up a company in the Court of Chancery as may from time to time seem necessary; but, until such rules are made, the general practice of the Court of Chancery, including the practice hitherto in use in winding up companies, shall, so far as the same is applicable, and not inconsistent with this Act, apply to all proceedings for winding up a company, and official liquidators shall be considered as occupying in all respects the place of an official manager.

96. In Ireland, the Lord Chancellor of Ireland may, as respects the winding-up of Companies in Ireland, with the advice and consent of the Master of the Rolls in Ireland, exercise the same power of making rules as is by this Act herein before given to the Lord Chancellor of Great Britain; but, until such rules are made, the general practice of the Court of Chancery in Ireland, including the practice hitherto in use in Ireland in winding up companies, shall, so far as the same is applicable, and not inconsistent with this Act, apply to all proceedings for winding up a company, and official liquidators shall in all respects be considered as occupying the place of an official manager.

97. In Scotland the Court of Session may, by Act of Sederunt, exercise the same power of making rules of practice as is hereinbefore given to the Lord Chancellor of Great Britain as regards England, but, until such rules are made, the general practice of the Court of Session in suits pending in such court shall, so far as the same is applicable, and not inconsistent with this Act, apply to all proceedings for winding up a company, and official liquidators shall in all respects be considered as possessing the same powers as any trustee on a bankrupt estate.

98. The Vice-Warden of the Stannaries may from time to time, with the approval of the Lord Chancellor of Great Britain, make such general rules as may be necessary or expedient for the purpose of carrying into execution the powers conferred by this Act upon the Court of the said Vice Warden; but, subject to such rules, the general practice of the said Court in cases within the jurisdiction thereof shall, so far as the same is applicable, and not inconsistent with this Act, apply to all proceedings under this Act, and any order made by the Vice Warden of the Stannaries may be enforced

in the same manner in which orders made in proceedings within the ordinary jurisdiction of such Court are enforced; and for the purpose of jurisdiction any company registered under this Act engaged in working any mine within and subject to the jurisdiction of the Stannaries shall be deemed to be resident within the Stannaries, and at the place where such mine is situate: It shall be competent for the Vice Warden in any suit instituted against any shareholder or contributory of a company so registered to authorize the service of process on such shareholder or contributory in any part of England or Wales; provided, that it shall be lawful for the Lord Warden to remit at once any cause or matter pending before him on appeal against any decree or order of the Court made in pursuance of the power conferred upon it by this Act for the winding up of such a company to the Court of Appeal in Chancery, which shall thereupon have power to hear and determine such appeal, and to make such order or orders therein as may seem fit.

99. Any two Commissioners of Bankruptcy appointed by the Lord Chancellor of Great Britain may, as respects the Courts of Bankruptcy in England, and the Commissioners of Bankrupt in Ireland may, as respects the Courts of Bankruptcy in Ireland, make rules as they respectively from time to time, but subject to the approval of the Lord Chancellors of Great Britain and Ireland respectively, think fit, for the purpose of regulating the proceedings in such courts for winding up companies, but, subject to such rules, the general practice of the Courts of Bankruptcy in England and Ireland respectively, in cases within the ordinary jurisdiction of such Courts, shall, so far as the same is applicable, and not inconsistent with this Act, apply to all proceedings under this Act; and any order made by any Commissioner of Bankruptcy in such proceedings may be enforced in the same manner in which orders made in proceedings within the ordinary jurisdiction of such Court are enforced.

100. The Lord Chancellor of Great Britain as respects the Courts of Chancery and Bankruptcy in England, the Lord Chancellor of Ireland as respects the Courts of Chancery and Bankruptcy in Ireland, the Court of Session in Scotland by Act of Sederunt as respects proceedings in such court, may make rules specifying the fees to be paid in respect of proceedings taken under the Third Part of this Act for winding up a company in such courts respectively, and the fees so paid in any Court of Chancery or Bankruptcy shall be applied in the manner in which fees taken in such courts in ordinary proceedings are applied; and as respects fees to be paid in like proceedings in the court of the Vice Warden of the Stannaries, it shall be lawful for the Vice Warden to authorize fees to be taken not exceeding in number or amount the fees so authorized from time to time

by the Lord Chancellor of Great Britain to be paid in Courts of Bankruptcy, and the Council of the Prince of Wales, or the Special Commissioners for managing the affairs of the Duchy of Cornwall, as the case may be, may direct in what manner the monies arising from such fees are to be applied towards the annual expenses of the Court of Stannaries, or towards the payment or in augmentation of the present official salaries.

101. The District Commissioners of the Court of Bankruptcy and the Judges of the County Courts in England who sit at places more than twenty miles from the General Post Office, and the Commissioners of Bankrupt and the Assistant Barristers and Recorders in Ireland, and the sheriffs of counties in Scotland, shall be Commissioners for the purpose of taking evidence under the Third Part of this Act in cases where any company is wound up by the Courts of Chancery in England or Ireland or by the Court of Session in Scotland; and it shall be lawful for such Court to refer the whole or any part of the examination of any witnesses under the Third Part of this Act to any such Commissioner, although such Commissioner is out of the jurisdiction of the Court by which the order or decree for winding up the company was made; and every such Commissioner shall, in addition to any power of summoning and examining witnesses, and requiring the production or delivery of documents, and certifying or punishing defaults by witnesses, which he might lawfully exercise as a District Commissioner of the Court of Bankruptcy, Judge of a county court, Commissioner of Bankrupt, Assistant Barrister, or Recorder, or as a sheriff of a county, have in the matter so referred to him all the same powers of summoning and examining witnesses, and requiring the production or delivery of documents, and punishing defaults by witnesses, and allowing costs and charges and expenses to witnesses, as the Court which made the order for winding up the company has: and the examination so taken shall be returned or reported to such last-mentioned Court in such manner as it directs.

Voluntary Winding up of Company. 102. A company may be wound up voluntarily, (1.) Whenever the period, if any, fixed for the duration of the company by the articles of association expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by the articles of association that the company is to be dissolved:

(2.) Whenever the company in general meeting has passed a special resolution requiring the company to be wound up voluntarily. Whenever a company is wound up voluntarily the company shall, from the date of the commencement of such winding up, cease to carry on its business, except in so far as may be required for VOL. XXXIV. STAT.

the beneficial winding up thereof, but its corporate state and all its corporate powers shall, notwithstanding any provision to the contrary in its articles of association, continue until the affairs of the company are wound up.

103. Notice of any special resolution to wind up a company voluntarily shall be given as respects companies registered in England in the London Gazette, as respects companies registered in Scotland in the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette.

104. The following consequences shall ensue upon the voluntary winding up of a company: (1.) The property of the company shall be applied in satisfaction of its liabilities, and, subject thereto, shall, unless it be otherwise provided by the articles of association, be distributed amongst the shareholders in proportion to their shares:

(2.) Liquidators shall be appointed for the purpose of winding up the affairs of the company and distributing the property: (3.) The company in general meeting may appoint such person or persons as it thinks fit to be a liquidator or liquidators, and may fix the remuneration to be paid to them :

(4.) If one person only is appointed, all the provisions herein contained in reference to several liquidators shall apply to him: (5.) When several liquidators are appointed, every power hereby given may be exercised by any two of them:

(6.) The liquidators may at any time after the passing of the resolution for winding up the company, and before they have ascertained the sufficiency of the assets of the company, or the debts in respect of which the several classes of contributories are liable, call on all or any of the contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy the debts of the company and the costs of winding it up, and they may in making a call take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same:

(7.) The liquidators shall have all powers hereinbefore vested in official liquidators, and may exercise the same without the intervention of the Court:

(8.) All books, papers, and documents in the hands of the liquidators shall at all reasonable times be open to the inspection of the shareholders:

(9.) When the creditors are satisfied, the liquidators shall proceed to adjust the rights of the contributories amongst themselves,

I