Companies, &c. (Part IV., Winding up.)

2. Whenever the company does not commence its business within a year from its incorporation,d

or suspends its business for the space of a whole year:

3. Whenever the members are reduced in number to less than seven:

4. Whenever the company is unable to pay its debts :f

5. Whenever the court is of opinion that it is just and equitable that the company should be

a Definition of the court, sec. 81.

b Application to wind up to be made by petition, sec. 82.

c Definition of special resolution, sec. 51.

a Incorporation of company to date from Registrar's certificate, sec. 10. e Prohibition against and liability for carrying on business with less than seven members, sec. 43. f When company unable to pay its debts, sec. 80. 80. A company under this Act shall be deemed unable Company to pay its debts,"

when deemed unable to pay

its debts.

1. Whenever a creditor, by assignment or otherwise, to whom the company is indebted, at law or in equity, in a sum exceeding fifty pounds then due, has served on the company, by leaving the same at their registered office, a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the reasonable satisfaction of the creditor:

2. Whenever, in England and Ireland, execution or other process issued on a judgment, decree, or order obtained in any court in favour of any creditor, at law or in equity, in any proceeding instituted by such creditor against the company, is returned unsatisfied in whole or in part:

3. Whenever, in Scotland, the induciæ of a charge

Companies, &c. (Part IV., Winding up.)

for payment on an extract decree, or an extract registered bond, or an extract registered protest have expired without payment being made:

4. Whenever it is proved to the satisfaction of the court that the company is unable to pay its debts.

a Cause for winding up, part 4, sec. 79.

b Definition of registered office, secs. 39 and 40.

c Definition of the court, sec. 81.

81. The expression "the court," as used in this part Definition of of this Act, shall mean the following "the court." authorities (that is to say) :

d

In the case of a company engaged in working any mine within and subject to the jurisdiction of the Stannaries-the court of the Vice-Warden of the Stannaries, unless the Vice-Warden certifies that in his opinion the company would be more advantageously wound up in the High Court of Chancery, in which case "the court" shall mean the High Court of Chancery:

In the case of a company registered in England that is not engaged in working any such mine as aforesaid -the High Court of Chancery:

In the case of a company registered in Ireland-the Court of Chancery in Ireland:

In all cases of companies registered in Scotland—the Court of Session in either division thereof:

Provided that where the Court of Chancery in England or Ireland makes an order for winding up a company under this Act, it may, if it thinks fit, direct all 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; and thereupon such last-mentioned Court of Bankruptcy shall, for the purposes of winding up the company, be deemed to be the court" within the

Companies, &c. (Part IV., Winding up.)

meaning of the Act, and shall have for the purposes of such winding up all the powers of the High Court of Chancery, or of the Court of Chancery in Ireland, as the case may require

a Power of court, sec. 83.

Application

for winding

up to be

b Provisions respecting the court in the case of unregistered companies, part 1, sec. 199. Jurisdiction of Stannaries Court, sec. 68. d Hearing of petition before Vice-Warden, sec. 83.-Other provisions respecting Court of Stannaries, secs. 108, 116, 120, 124, 125, and 172. e Definition of registered office, secs. 39 and 40. 82. Any application to the court for the winding up of a company under this Act shall be done by petition; it may be presented by the company, or by any one or more creditor or creditors, petition. contributory or contributories of the company, or by all or any of the above parties, together or separately; and every order which may be made on any such petition shall operate in favour of all the creditors and all the contributories of the company in the same manner as if it had been made upon the joint petition of a creditor and a contributory.

made by

d

a Definition of the court, sec. 81.

b Presentation of petition to be commencement of winding up, sec. 84. Meaning of contributory, sec. 74.

C

d After presentation of petition court may restrain proceedings against

the company, and appoint provisional official liquidator, sec. 85.

e

Copy of order to be forwarded to Registrar of Joint Stock Companies, sec. 88.-Order to be stay of proceedings, sec. 87.-Court may stay winding up proceedings after order made, sec. 89.

Power of

court.

83. Any judge of the High Court of Chancery may do in chambers any act which the court is hereby authorized to do; and the Vice-Warden of the Stannaries may direct that a petition for winding up a company be heard by him at such time and at such place within the jurisdiction of the Stannaries, or within or near to the place where the registered office of the company is situate, as he may deem to be convenient to the parties concerned, or (with the consent of the parties concerned) at any place in England; and all orders made thereupon shall have the same force and

Companies, &c. (Part IV., Winding up.)

effect as if they had been made by the Vice-Warden sitting at Truro or elsewhere within the jurisdiction of the court, and all parties and persons summoned to attend at the hearing of any such petition shall be compellable to give their attendance before the ViceWarden by like process and in like manner as at the hearing of any cause or matter at the usual sitting of the said court; and the Registrar of the court may, subject to exception or appeal to the Vice-Warden as heretofore used, do and exercise such and the like acts and powers in the matter of winding up as he is now used to do and exercise in a suit on the equity side of the said court.

a Definition of the court, sec. 81.

b Definition of registered office, secs. 39 and 40.

84. A winding up of a company by the court shall be Commence- deemed to commence at the time of the presentation of the petition for the winding

ment of winding up

by court.

up.c

a Definition of the court, sec. 81.

b Commencement of winding up voluntarily, sec. 130.

• Dispositions after commencement of winding up voidable, sec. 153.Executions after commencement void, sec. 163.

Court may grant injunction.

85. The court may, at any time after the presentation of a petition for winding up a company under this Act, and before making an order for winding up the company, upon the application of the company, or of any creditor or contributory of the company, restrain further proceedings in any action, suit, or proceeding against the company, upon such terms as the court thinks fit. The court may also at any time after the presentation of such petition, and before the first appointment of liquidators, appoint provisionally an official liquidator of the estate and effects of the company.

a Definition of the court, sec. 81. b Meaning of contributory, sec. 74. Appointment of official liquidator, sec. 92.-His powers, sec. 95.

pursued by

Companies, &c. (Part IV., Winding up.)

86. Upon hearing the petition the court may dismiss Course to be the same with or without costs, may adjourn the hearing conditionally or unconditionally, and may make an interim order, or any other order that it deems just.

court on

hearing

petition.

a Definition of the court, sec. 81.

b

b Court may regard wishes of creditors and contributories, sec. 91.It may grant injunction against proceedings and appoint provisional liquidator, sec. 85.-Rehearings of and appeal from orders, sec. 124.-Court may adopt proceedings of voluntary winding up by order to wind up compulsorily, sec. 146.

Actions and suits to be

87. When an order has been made for winding up a company under this Act, no suit, action, or other proceeding shall be proceeded with or commenced against the company, except with winding up. the leave of the court and subject to such terms as the court may impose.

stayed after order for

Copy of order to be forwarded to

a Definition of the court, sec. 81.

88. When an order has been made for winding up a company under this Act, a copy of such order shall forthwith be forwarded by the company Registrar. to the Registrar of Joint Stock Companies, who shall make a minute thereof in his books relating to the company.

Power of

a Registrar described by part 8, sec. 174.

89. The court may at any time after an order has been made for winding up a company, upon court to stay the application by motion of any creditor or proceedings. 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.

a Definition of the court, sec. 81. b Meaning of contributory, sec. 74