Francis Beaufort Palmer.

Company precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) online

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was contracted.

106. 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 jDroof 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 work-
men and others, and the amounts severally due to them. Any proof made in com-
pliance 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.

108. A proof intended to be used at the first meeting of creditors or at an adjourn-
ment thereof shall be lodged with the official receiver not later than the time men-
tioned 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 G8 [414].
pp. 361, 382

Appeal by
creditor.
p. 861



Expunging at
irist ince of
liquidator,
pp. 362, 368

Expunging ut
in.staiUT of
credit or.

pp. 362, 368

p. 362

Official receiver's
powciH dc.
p. 8b2



Filing proofH by
official receiver.



Admission and Rejection op Peoofs, and Appeal to the Coitet.

110. 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. If he rejects a proof he shall state in writing to the creditor the
gr(junds of the rejection.

111. If a creditor or contributory is dissatisfied with the decision of the liquidator
in respect of a proof, the Court may, on the application of the creditor or contribu-
tory, 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 expiia-
tion of 21 days from the date of the rejection.

112. If the liquidator thinks that a proof has been improperly admitted, the
Court may, on the application of the liquidator, after notice to the creditor who
made the proof, expunge the proof or reduce its amount.

113. The Court may also expunge or reduce a proof upon the application of a
creditor or contributory if the liquidator declines to interfere in the matter.

114. For the purpose of any of his duties in relation to proofs, the liquidator
may administer oaths and take affidavits.

116. The official receiver, before the ap])ointment of a liquidator, shall have all
the jiowerH of a litjuidator with respect to the examination, admission, and rejection
of pro<jfs, and any act or decision of his in relation thereto shaU bo subject to the
like !i|iji(al.

116. Tho official receiver, where no other liquidator is appointed, shall, before
payment of a dividend, file all proofs tendered in the winding-up, with a list thereof,



Companies Winding-up Rules, 1890. Rules of 1890 883

distinguishing in such list the proofs which were wholly or partly admitted, and the p. 862
proofs wliich were wholly or partly rejected.

117. Every liquidator other than the official receiver shall, on the first day of Proofs to be
every mouth, 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 P* ""*
admitted, those rejected, and such as stand over for further consideration ; and, in
the case of proofs admitted or rejected, he shall place the proofs on the file of
proceedings.

118. The official receiver, or, as the case may bo, the liquidator, shall, within Pronfilure where
three days after receiving notice from a creditor of his intention to appeal against a '^"^'i'^'i? ^PPcals.
decision rejecting a proof, file such proof, with a memorandum thereon of his P" "'*
disallowance thereof.

119. Subject to the poivers of the Court to extend the time, the official receiver as Time for ad-
liquidator, not [Jess] than fourteen days from the latest date specified in the notice of his ™**sion orrejec-
intention to declare a dividend as the time within ivhich such proofs must be lodged, shall, official receiver.
in ivritinf/, either admit or reject ivholly or in part every proof lodged with him, or

require further evidence in supjjort of it.

{Annulled by li. 34 of April, 1892. See now, H. 29 of April, 1892, ichich
substitutes " later '^ for " less.'^)

120. Subject to the power of the Court to extend the time, the liquidator, other Time for ad-_
than the official receiver, within twenty-eight days after receiving a proof, which ni'ssion or rf'jec-
has not previously been dealt with, shall ia writing either admit or reject it wholly liquidator.

or in part, or require further evidence in support of it. Provided that where the pp. 363, 382

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 give notice of his decision rejecting a jproof

wholly or in part to the creditors affected thereby.

121. The official receiver shall in no case be personally liable for costs in relation Costs of appeals
to an appeal from his decision rejecting any proof wholly or in part. ^'^°Y^ decisions

pp.°362i' 579

Dividends.

122. — (1.) Not more than two months before declaring a dividend, the liquidator Notice of in-
shall give notice of his intention to do so to the Board of Trade in order that the tended dividend,
same maj' be gazetted, and at the same time to such of the creditors mentioned in ^^^{^l ^^' ^^'
the statement of affairs as have not proved their debts. Such notice shall specify [436.442,4391.
the latest date up to which proofs must be lodged, which shall be not less than pp 3Q3 '333
fourteen days from the date of such notice.

(2.) Where any creditor, after the date mentioned in the notice of intention to p. 386
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 Ooirrt 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 proof
being admitted. Where no notice of appeal has been given within the time specified
in this ride, 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 p. 390
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 p. 389
of inspection, to postpone the declaration of the dividend beyond the limit of two
months, the liquidator shall give a fresh notice of his intention to declare a dividend
to the Board of Trade in order that the same may be gazetted ; but it shall not be
necessary for the liquidator to give a fresh notice to such of the creditors mentioned
in the statement of affairs as have not proved their debts. In all other respects
the same procedure shall follow the fresh notice as would have followed the original
notice.

3 l2



884



Appendix B.



Time for lodg-
ing.

Forms 73 and 74
[158. 159].
p. 349

No minor to be

proxy.

Use of proxies

ty deputy

official receiver.

pp. 176, 349

Filling in -where
creditor blind or
incapable.
p. 349



Peoxies,

123. — (1.) A proxy shall 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.

(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 direct.

125. The proxy of a creditor blind or incapable of writing may be accepted, if
such creditor has attached his signature or mark thereto in the presence of a witness,
who shall add to his signature his description and residence ; provided that all
insertions in the proxy are in the handwi'iting of the witness, and such witness
shall have certified at the foot of the proxy that all such insertions have been made
by him at the request of the creditor and in his presence before he attached his
siicnature or mark.



Conclusion of
liquidation.
[Act of 1890

8.15(1).]

Form 75

[219, 220].
p. 245



Information
by liquidator
as to pending
liquidations.
[Act of 1890,
8. 15.]



p. 245
p. 245
p. 246
p. 246



Dtity of liqui-
dator to furnish
information to
Ji.-anl of Trade,
p. 246



Statements by LiauiDATOE to the Registeae of Joint Stock Companies.

126. The winding-up of a company shall for the purposes of sect. 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 liands or under the control of the hquidator, 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. — (1.) Where a tviiuUnff-uj) of a compann is not concluded ivith'm the year after

its commencement, the statements ichlch 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 ike 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 30 days from

the termination of the first year during lohich the liquidation proceedings have been

pending, and the succeeding statements being sent at intervals of half a year until the

icinding-vp of the company is concluded ; and each statement shall consist of a statement

of account dated from the last statement of account sent in under this rule, together with a

copy of the entries in the record book made since such date.

(2.) Where the tcinding-up of a company has been commenced on or before the \st day
of January, 1890, and has not been concluded before the \st 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 30 days from the \st January, 1891, or within such extended period as the Board
of Trade or the Court may in any particular case for special reasons sanction.

{Annulled by R. 8 of April, 1891. See now Mr. 1 to 4: of April, 1891.)

127. [This is now R. 1 of April, 1891.]
127a. [This is R. 2 of April, 1891."
127b. [This is R. 3 of April, 1891.
127c. [This is R. 4 of April, 1891."

Unclaimed Funds and Undisteibuted Assets in the hands of the Liguidatoe.

127d. [This is R. 5 of April, 1891.]

128. Every person who has acted as licpiidator of any company, whether the
liquidation lias been concluded or not, shall furnish to tlie Board of Trade particulars
of any money in liis hands or under his control representing unclaimed or undis-
tributed assets of thf; C()in])aiiy on the 1st Jaiiuiiry, 1891, or sub.sequcntly, and such
oilier particulars as tlie Board of Trade may r('([iiire for the purpose of ascertaining
or getting in any money ])aya]jle into the Companies Liquidation Account at the
Bank of J'Jnglaiid. Tlie Board of Trade may require such particulars to bo verified
by affidavit.



Companies Winding-up Rules, 1890. Rules of 1890 SSo

129. — (1.) The Board of Trade may at any time order any snoli person to submit Power of
to them an account verified by affidavit of the sums received and paid by him as Board of
liquidator of the company, and may direct and enforce an audit of the account. Trade to call

(2.) For the purposes of section 15 of the Companies (Winding-up) Act, 1890, for verified
and these Rules, the Court (as hereinafter defined) shall have and, at the instance accounts,
of the Board of Trade, may exercise all the powers confeiTcd by the Bankruptcy Form 82 [227].
Act, 1883, with respect to the discovery and realization of the property of a debtor, p. 246
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 Companies
(AVinding-up) Act, 1890.

130. Every application hj the Board of Trade to the Court for the purpose of ascer- Applications
taining and getting in money x>ay able into the Bank of England pursuant to section 15 of to the Court
the Companies {Winding-up) Act, 1890, and these Rules, shall, if the icinding-up is in for enforcing
the High Court, or in the Stannaries Court, be made to and dealt ivith by the Division of account.

the High Court ivhich for the time being exercises the bankruptcy jurisdiction of the High
Court, and if the u-inding-up is in a Falatine Court or a County Court to that Court, and
the practice ivhich is observed in reference to applications by the Board of Trade under
section 162 of the Bankruptcy Act, 1883, shall govern and he observed in every application
ly the Board of Trade undir the said section 15 of the Companies [Winding-up) Act,
1890, and these Rules.

[Annulled by R. 8 of April, 1891. See noiv R. IG of April, 1892, as to High
Court, and R. 7 of April, 1891, as to other Courts. No R. 130 now exists.)

130a. \_This is R. 7 of April, 1891, which has been amended by R. 16 of April, 1892.]

131. Any liquidator whose duty it is under section 15 of the Companies (Wind- Mode of pay-
ing- up) Act,
England, any ;
shall apply in

for a paying-in order, which paying- in order shall be an authority to the Bank of s. 15..
England to receive the payment. P- ^^'

132. An application by a person claiming to be entitled to any money paid into Application for
the Bank of England in pursuance of section 15 of the Companies (Winding-up) payment out by
Act, 1890, shall be made in such form and manner as the Board of Trade may from pei-^'^' entitled.
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.
132a. {This is R. 6 of April, 1891.]

133. — (1.) For the purposes of sub-section 3 of section 15 of the Companies Transfer of
(Winding-ujj) Act, 1890, money at the credit of the account of the official liqui- funds to
dator of any company with the Bank of England shall be deemed to be money companies
under the control of the official liquidator, and when such money has remained un- liquidation
claimed or undistributed for six months after the date of receipt it shall be trans- account,
ferred to the companies liquidation account, and the official liquidator and chief p.-, £48 263
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 paj-ment out of moneys so trans-
ferred 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.

Investment of Funds.

134. — (1.) Where the committee of inspection are of opinion that any part of the investment of

cash balance standing to the credit of the account of the company should be in- assets in seeu-

vested, they shall sign a certificate and request, and the liquidator shall transmit "ties, and reali-

such certificate and request to the Board of Trade. sccmities.

(2.) Where the committee of inspection are of opinion that it is advisable to sell Forms S3 and 81

any of the securities in which the moneys of the company's assets are invested they [250. 249].

shall sign a certificate and request to that effect, and the liquidator shall transmit p. 273
such certificate and request to the Board of Trade.

Accounts and Audit. ^""J'*^ °* *^"*^

book.
135. The committee of inspection shall not less than once every three months g 20 ?
audit the liquidator's cash book and certify therein under their hands the day on Form 76 [210].
which the said book was audited. p. 233



886



Appendix B.



Board of
Trade audit
of liquidator's
accounts.
pp. 233, 241



Form 7 7 [216].

Liquidator
carrying on
business.
p. 233

Forms 80 and
81 [211, 212].



Copy of accounts
to be filed.
p. 233

Summary of
accounts,
p. 233



Affidavit of
no receipts,
p. 234

Proceedings
on resigna-
tion, &c. of
liquidator,
pp. 222, 234,
281, 596

Expenses of

Kales.

p. 234



136. — (1.) Every liquidator shall, at the expiration of nix months from the date
of the windino:-up order and at the expiration of every succeeding six mouths
thereafter until his release, transmit to the Board of Trade a coj»y of the cash book
for .such period in duplicate, together with the necessary vouchers and copies of the
certificates of audit by the committee of inspection. He shall also forward with the
first accounts a summary of the company's statement of affairs, in such form as the
Board of Trade may direct, showing thereon in red ink the amounts realized, and
explaining the cause of the non-realization of such assets as may be unrealized.

(2.) When the assets of the company have been fully realized 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 and verified by him.

137. — (1.) Where the liquidator carries on the business of the company, he shall
keep a distinct account of the trading, 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 less than once in every
month, be verified by affidavit, and the liquidator shall thereupon submit such
account to the committee 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 licpiidator'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. — (1.) 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 forth-
with 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
contribuf ories, 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 au 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 or agent is employed, shall, unless the Court otherwise orders, be
accountable for the proceeds of every such sale.



Record V)ook.
[s. 21 of Act
of 1800.]
pp. 143, 209,
222, 234, 3£0



Casli bof)k.
3p. 144, 209,



^34



Books.

143. The official receiver, until a liquidator is appointed by the Court, and there-
after the liquidator, shall keep a book to be called the " Record Book," in which he
shall record all 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 bo necessary to give a coi'rect view of his administration of the company's
affairs, but ho 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 afi'ecting the
interest of the creditors or contributories), nor need ho exhibit such document to
aiiy ])ersoii fifhcr tlinii ;i niombcr of tlio cotninittcc of inspection.

144. — (1.) 'I'lie oiliiual receiver, until u li(jui(lat()r' is appointed by the Court, and
lliere.ii'tcr tlie licptiilator, 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



Companies Winding-up Rules, 1890. Rules of 1890 887

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.

Registee and File of Peoceedings.

145. A register shall he kept in the chambers of the jitdgc of all proceedings held Repstor of pro-
there in each matter icith proper dates, so that all the proceedings in each cause or matter 9eedin!?s m
mag appear consecntivch/ and in chronological order, with a short statement of the chambers.
questions or points decided or ruled at everg hearing, and no documents or proceedings are [Sec (ieu. Order
to be filed in the chambers of the judge unless the Court, by any general or special order, ^^^f'^^J'^''
otherwise directs. ^^% a T. ; Jqo i

{Annulled by li. 34 of April, 1892.)



of R. S. C. 1883.]



146. — (1.) The file of proceedings shall he kept by the official receiver, and all orders, File of pro-



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 119 of 134)