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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liquidator is absolutely prohibited from paying any sums received by him as liqui-
dator into his private banking account, and by sub- section 4 it is enacted that if

a liquidator at any time retains for more than ten days a sum exceeding £oO, 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 satisfaction of the Board of Trade, he
shall pay interest on the amount so retained in excess at the rate of £20 per cent, 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.

AU current bills of exchange should be remitted to the companies liquidation p. 268
account.

Special Bank Account.

4. Where a special bank account is sanctioned by the Board of Trade under the p. 271
provisions of section 11 (3) of the Companies (Winding-up) Act, 1890, all moneys
received must be paid into the appointed bank. The pass-book with the special bank
should be forwarded at each audit.

Payments made to a Liquidator out of Companies Liquidation Account.

5. All necessary disbursements made by a liquidator on account of a company p. 268
to the date of his application for release will be repaid to him out of any moneys
standing to the credit of the company in the companies liquidation account on appli-
cation to the inspector- general (Form C. No. 5).

Any expenses properly incurred by the liquidator after applying for, but before
obtaining his release, wiU be repaid to him by the official receiver out of any funds
available for the purpose.

6. Cheques to the order of the payee for sums which become payable on account
of the company may be obtained by the liquidator on application by him on Form
C. No. 6, for delivery by him to the parties entitled.

7. Under no circumstances will the Board of Trade hold themselves responsible
for payments made on the requisition of the liquidator.



918



Appendix 13.



p. 288
p. 236

p. 268

pp. 271, 391



391



8. The inspector- general ^vill be prepared to certify the balance standing to the
credit of a company in the companies liquidation account, on receiving from the
liquidator a statement of the balance shown by the bank columns of the cash book.

9. Moneys withdrawn from the bank should not be treated as receipts from reali-
sations, but should ajipear only in the "drawn from bank" column of the cash
book, the application of the money being entered in the " payments" column. The
payments into the bank should appear only in the " paid into bank " column in the
cash book.

Cancellation of Cheques and Money Orders.

10. All applications for the cancellation of cheques and money orders should be
addressed to the inspector-general and should state the grounds upon which the
cancellation is required.

Payment of Dividends.

11. The payment of dividends will in every instance, except tvhere a special lank
account has been authorised , be made by cheques on the Bank of England, or money
orders, which will be prepared by the Board of Trade on the application of the liqui-
dator (Form C. No. 40), and will be transmitted to him for distribution amongst
the creditors. The Board of Trade will require te7i days' notice to enable them to
prepare the cheques or money orders for dividends. As imperfect or inaccurate
lists would cause considerable inconvenience and increased labour, great care should
be exercised in the preparation of them, and in all cases of payment to executors,
trustees, representative ofBcials, &c., the name or names should be inserted in the
list.

The several payees in the Hsts should be numbered consecutively, so that for the
purpose of identification corresponding numbers may be affixed to the cheques and
money orders.

The total amount of the dividend payable should be charged in the cash book in
one sum. If the dividend has been paid by cheques on the companies liquidation
account, the liquidator on the expiration of six months from the date of issue, or
on application for his release, if that event occurs earlier, should return any cheques
or postal orders remaining in hand to the Assistant Secretary, Finance Department,
Board of Trade.

If the dividend has been paid through a special bank, the liquidator will be
required, at the expiry of six months from the date of the declaration of a dividend,
to forward to the inspector-general for audit, vouchers for the dividends paid and
a list of those remaining unclaimed. The liquidator will then be furnished with a
receivable order for payment into the Bank of England of the amount of the dividends
unclaimed.

Under no circumstances should unclaimed dividends be credited to the estate
without the previous sanction of the inspector-general.



Regulations January, 1893 919



Jan. 1893.— EEGULATIONS approved by the Board of
Trade and the Commissioners of Inland Revenue, as to
Queen's Taxes assessed on Companies avound up by the
Court.

The following Regulations, under the Preferential Payments in Bankruptcy Act, p. 399
1888, have been approved as to the Queen's taxes assessed on companies wound up
by the Court, and were published in January, 1893 : —

1. Where a winding-up order is made on or after the 1st December in the year
of assessment, or the official receiver or liquidator remains in possession of the
premises in respect of which Queen's taxes are assessed under a winding-up order
made prior to the 1st December until the 1st January next following, the collector
shall be entitled to prove for the said taxes, viz., the income tax (Schedule "A."),
inhabited house duty, and land tax assessed on the company up to the 5th April
next following the date of the winding-up order, and such proof shall rank for
dividend.

2. Where a winding-up order is made prior to the 1st December in the year of
assessment, the Inland Revenue authorities will make no claim on the official
receiver or liquidator for income tax (Schedule "A."), inhabited house duty, and
land tax for the year ending 5th A^iril next following the date of the winding-up
order, unless the official receiver or liquidator remains in possession of the premises
in respect of which the taxes are assessed until the following 1st January.

3. Where the official receiver or liquidator disposes of a business as a going con-
cern, he will allow to the piu'chaser the proportion of the income tax (Schedule "A.")
and land tax for the current year to the date of the completion of the purchase, and
the purchaser shall become liable to the Inland Revenue authorities for the tax in
question for the whole year.

4. Provided always that nothing in these regulations shall be deemed to interfere
with the right of the Crown to enforce payment of income tax (Schedule "A.")
and land tax actually due and payable by distress levied on the property of the
company. These taxes for the year ending 5th April next following the date of
the winding-up order should therefore be dealt with on the footing of "secured"
debts, and be paid by the official receiver or liquidator on demand without any
proof on the part of the collector if on or after the 1st Jantiary in the year of
assessment there are on the premises sufficient goods belonging to the company on
which the collector might levy, and notice of any such claim should be given to the
official receiver or liquidator by the collector forthwith upon the making of the
winding-up order. If at such time there are no goods upon which distress can be
levied, proof of the debt may be made by the collector as directed in paragraph 1,
and such proof shall, if found correct, be admitted and rank for dividend.

In like manner any income tax (Schedule A.) and land tax assessed on the
company up to the 5th April next before the date of the winding-up order shoidd
be dealt with as secured debts if there are at the time of the collector's demand
sufficient goods on the premises on which he might levy. If there are no such
goods, proof of the debt may be made by the collector, and such proof shall, if
found correct, be admitted as a professional claim in so far as it relates to taxes
payable in full under sect. 1 (la) of the Preferential Pajniients in Bankruptcy Act,
1888, and as ranking for dividend for any part thereof not so payable in full.

5. AVhere income tax is outstanding under Schedules B., D., or E., the Inland
Revenue authorities will, on receipt of an affidavit by the secretary or other officer
of the company, Avith a certificate by the official receiver or liquidator, setting out
that no income taxable under such schedule has been made, forego all claim to
payment of the tax, whether the same is payable in full under sect. 1 (la) of the
Preferential Payments in Bankruptcy Act, 1888, or otherwise, but the waiver of



920 Appendix B.

claim under this regulation shall not embrace rents, royalties, interest of money, or
annuities or fees, or salaries from which deductions have been made on account of
income tax.

6. In cases where an affidavit by the secretary or other officer of the company
cannot be obtained, the certificate of the official receiver or liquidator may be
accepted as sufficient evidence.

A form (see Form 452) is appended to the above regulations.



GENERAL EULES of March 29, 1893.

G-ENEEAL Rules made puesuant to Section 26 of the Companies (Windino-up)

Act, 1890.

p. 70 1. — (a) Affidavits in opposition to a petition that a company may be wound up

under the order or subject to the supervision of the Court shall be filed within
seven days of the date on which the affidavit verifying the petition is filed, and
notice of the filing of every affidavit in opposition to such a petition shall be given
to the petitiimer or his solicitor.

(b) An affidavit in reply to an affidavit filed in opposition to a petition shall be
filed within three days of the date on which notice of such affidavit is received by
the petitioner or his solicitor.
pp. 53, 78, 80, 2. When a petitioner consents to withdraw his petition or to allow it to be dis-
83 missed or the hearing adjourned, the Court may, upon such terms as it may think

just, substitute as petitioner any creditor or contributory who, in the opinion of
the Court, would have a right to present a petition, and who is desirous of prose-
cuting the petition.

The 29th day of March, 1893.

(Signed) Heeschell, C.

I concur.

(Signed) A. J. Mundella,

President of the Board of Trade.



Aug. 24, 1893. — ORDER as to Reduced Fees on Reconstruc-
tion OR Arrangement Scheme.

COMPANIES (WINDING-UP) ACT, 1890.

Oedeb as to Fees.

p. 705 I, the Right Honourable Farrer, Baron Herschell, Lord High Chancellor of Great

Britain, do, by virtue of the powers vested in me by the Companies (Winding-up)
Act, 1890, direct that, notwithstanding anything in the Order as to Fees of the 17th
December, 1891, in cases ^where the official receiver is continued as liquidator of
a company for the purpose of carrying out a reconstruction or other scheme, by
which the affairs of the company are wound up otherwise than by the realisation
and distribution of the assets, or where, during the period that the official receiver
is acting as provisional liquidator, the proceedings under the winding-up order
are stayed on the ground that a reconstruction or scheme of arrangement has been
sanctioned by the Court, such reduction may bo made in the fees prescribed in
the scale of fees annexed to the Order of 17th December, 1891, as may, on the
application of the official receiver, and with the concurrence of the Board of Trade,
be sanctioned by the Court.

Dated the 24th day of August, 1893.

(Signed) HEEScnELL, C.
We, the undersigned Lords Commissioners of Her Majesty's Treasury, do hereby
concur in the foregoing Order.

(Signed) Thomas E. Ellis.
W. A. McAethue.
Two of the Lords Commissioners of
Her Majesty's Treasury.
Dated the Slst day of August, 1893.



Orders 1893, 1894, April, 1895 u-n
Oct. 6, 1893.— ORDER as to Rochdale County Court.

Whereas, by order dated the 29th day of November, 1890, it was provided that
a County Court which, at the time of the coming' into operation of the Com-
panies (Winding-up) Act, 1890, was excluded from having jurisdiction in bankruptcy
should be excluded from having jurisdiction under the Companies (Winding-up)
Act, 1890, until further order, and that the district of any such County Court sliould
for the purposes of jurisdiction under the Companies (Winding-up) Act, 1890, be
attached until further order to the Court to wliich that district was attached at
the time of the coming into operation of that Act for the purposes of jurisdiction in
bankruptcy.

And whereas, by order dated the 23rd day of August, 1893, it was provided that
on and from the 1st day of November, 1893, tlio County Court of Lancashire, holden
at Rochdale, should cease to be excluded from having jurisdiction in bankruptcy,
and that the district of the County Court of Lancashire, holden at Bacup, should be
attached for the purposes of bankruptcy to the County Court of Lancashire, holden
at Rochdale.

Now I, Farrer, Baron Herschcll, Lord High Chancellor of Great Britain, by
virtue of the Companies (Winding-up) Act, 1890, and all other authorities enabling
me in that behalf, do hereb}' order that on and from the 1st day of November,
1893, the County Court of Lancashire, holden at Rochdale, shall cease to be excluded
from having jurisdiction under the Companies (Winding-up) Act, 1890, and the
District of the County Court of Lancashire, holden at Bacup, shall for the purposes
of the jurisdiction under the said Act, be attached to the said County Court at
Rochdale.

Dated the 6th day of October, 1893.



Jan. 31, 1894.— ORDER OF BOARD OF TRADE as to
Advertising Meeting to sanction Call.

Pursuant to Clause 2 of Rule 3 of the Companies (Winding-up) Rules, 1890,
the Board of Trade hereby substitute the form of advertisement of meeting of com-
mittee of inspection for sanction to proposed call set out at the foot hereof in lieu of
the existing Form No. 65 in the Appendix to the Companies (Winding-up) Rules,
1890, and henceforth the substituted Form shall be the Form No. 55 in the Appendix
of Forms referred to in the said rules.
Dated this 31st day of January, 1894.

By order of the Board of Trade.
John Smith,
Inspector-General in Companies Liquidation authorized in that
behalf by the President of the Board of Trade.

[See Form 521.]



THE COMPANIES (WINDING-UP) RULES, April, 1895.

Geneeai Rules made puesuant to Section 26 of the CoMrANiES (WiNDiXG-trr)

Act, 1890.

1. Rule 45 of the Companies (Winding-up) Rules, 1890 (providing that the first Time for_
meetings of creditors and contributories shall not be held until the company's state- holding first
ment of affairs has been submitted), is hereby annulled. meetings.

2. Sub-section 2 of Rule 63 of the Companies (Winding-up) Rules, 1890, is hereby p. 154
annulled, and instead thereof the following Rule, which may be cited as Rule 63 (2a), Meetings of
shall have effect : — creditors and

Upon the result of the meetings of creditors and contributories being reported to contribu-
the Court, the Court may, if the meeting of creditors and the meeting of contri- tories.

pp. 172, 191



922



Appendix B.



butories have each passed the same resolutions, or if the resolutions passed at the
two meetings are identical in effect, upon the application of the official receiver,
forthwith make the appointments necessary for giving effect to such resolutions.
In any other case the Court shall, on the application by the official receiver, fix
a day for considering the resolutions and determinations of the meetings, deciding
differences (if any), and making such appointments and orders as shall be necessary.
Commence- 3. These rules shall come into operation on the 23rd day of April, 1895, and shall

ment. apply to every winding-up of a company under an order of the Court made on or

after the same day.
Citation. 4. These rules may be cited as the Companies (Winding-up) Rules, 1895.

Dated the 2nd day of April, 1895.

(Signed) Heeschell, C.

I concur,
(Signed) James Beyce,

President of the Board of Trade.



June 26, 1895— ORDER OF BOARD OF TRADE as to
Affidavit verifyiisg Liquidator's Accoujst.

Pursuant to clause 2 of rule 3 of the Companies (Winding-up) Rules, 1890, the
Board of Trade hereby substitute the form of affidavit vei'ifying liquidator's account,
set out at the foot hereof, in lieu of the existing Form 77 in the Companies (Wind-
ing-npl Ptules, 1890, and henceforth the substituted form shall be the Form 77
in the Ajipendix of Forms referred to in the said rules. Dated this 26th day of
June, 1895.

By order of the Board of Trade,

John Smith,

Inspector- General in Companies Liquidation, authorized in

that behalf by the President of the Board of Trade.

[See Form 216.]



Filing and
custody of
depositions
taken at



Nov. 26, 1895.— THE COMPANIES (WINDING-UP)

RULE, November, 1895.

GENERAL RULE MADE PURSUANT TO THE COMPANIES ACTS, 1862
TO 1890, AND THE SUPREME COURT OF JUDICATURE ACTS.

Depositions of Fersons examined before the Court.
1. Notwithstanding anything contained in the Companies (Winding-up) Rules,
1890 — 1892, the notes of the depositions of a person examined iinder sect. 115 of
the Companies Act, 1862, or under any order of the Court before the Court, or



nations
pp. 22, 114



private exaim- before any officer of the Court, or person appointed to take such an examination
(other than the notes of the depositions of a person examined at a public examina-
tion under sect. 8 of the Companies (Winding-up) Act, 1890), shall not be placed on
the file of proceedings, or be open to the inspection of any creditor, contributory,
or other person, except the official receiver or liquidator, unless and until the Court
shall so direct, and the Court may from time to time give such general or special
directions as it shall think expedient as to the custody and inspection of such notes
and the furnishing of copies of or extracts therefrom.

2. This rule maybe cited as the Companies (Winding-up) Rule, November, 1895,
and thai] be read and construed as forming one of the Companies (Winding-up)
Rules, 1890—1892.

The 2Gth of November, 1895.

(Signed) Halshuey, C.

Russell of Kn. C.J.
ESHEE, M.R.
Edwaiid E. ICay, L.J.
F. H. Jeune, p.



A. L. Smith, L.J.
Joseph W. Cuitty, J.
Robert B. Finlay.
Hkebeet H. Cozens-Haedy.

J. W. BUDD.



I concur, (Signed)



CuAS. Ritchie,

President of the Board of Trade.



Rules, &c., 1896 92:3



April 13, 1896— TEEASUEY AVABEANT as to Fee on
Copy Cash Book.

Whereas by Treasury Order dated the I7th December, 1891, it was directed that
the fee payable under Table A. of the Scale of Fees issued under the Companies
(Windins'-up) Act, 1890, on one copy of the cash book showinp: assets realized for-
warded by the official receiver or liquidator to the Board of Trade should, -when
taken by an officer of that Board, bo taken in stamps. We the undersif^ned Lords
Commissioners of Her Majesty's Treasury do hereby order that the said fee when
paid by the official receiver shall henceforth be taken in money instead of stamps.

(Signed) H. T. Ansteuthee.
Treasury Chambers, W. H. Fishee.

Whitehall.



May 19, 1896. — EULE 173a as to Attendance in Chambers.

G-ENEEAL Rule (Dated May 19, 1896) made by the Loed Chancelloe with the

CONCUREENCE OF THE PRESIDENT OP THE BoAED OP TrADE, PUESUANT TO THE

Companies Acts, 1862 to 1890.

(1.) No creditor or contributory shall be entitled to attend any proceedings in Attendance
Chambers, unless and until he has entered in a book, to be kept by the Registrar of parties in
for that purpose, his name and address, and the name and address of his solicitor Chambers,
(if any), and upon any change of his address or of his solicitor, his new address, p. 137
and the name and address of his new solicitor.

(2.) This Rule shall come into operation on the 1st day of June, 1896, aud may
be cited with the Companies (Winding-up) Rules, 1890, as Rule 173a.

IIalsbuey, C.
I concur,

Chas. T. Ritchie,
President of the Board of Trade.
Dated this 19th day of May, 1896.



Dec. 16, 1896.— OEDEE ASSIGNING JUEISDICTION OF
ABOLISHED STANNAEIES COUET.

ORDER UNDER THE STANNARIES COURT (ABOLITION) ACT, 1896.
Dated December 16, 1896.

I, Hardinge Stanley, Baron Halsbury, Lord High Chancellor of Great Britain, pp. 17, 19
by virtue of the Stannaries Court (Abolition) Act, 1896, and all other powers
enabling me in that behalf, do hereby order as follows : —

1. The County Courts of Cornwall shall be the Courts to and in wliich the juris-
diction and powers of the Stannaries Court are by the said Act transferred and
vested.

2. Anything required to be done by, to, or before the registrar or any clerk of
the Stannaries Court shall be done by, to, or before the registrar or any clerk of any
of the County Courts aforesaid.

3. All proceedings pending in the Stannaries Court at the commencement of the
Act shall be transferred to the County Court held at Truro, to bo there completed
in the same manner as if the said Act had not passed.

4. The place of sitting for the exercise of any of the jurisdiction —

(1.) of the judge shall be at Trui'o, unless in any case he shall, on the gi'ound

that some other place will be more convenient for the suitors, otherwise

direct;
(2.) of the registrar shall be at the Court where the proceedings shall have been

commenced, unless in any case the judge shall, for the convenience of

parties, otherwise direct.



^2^ Appendix B,

5. Notwithstandiug auythiug in the.se rules, the jurisdiotiun and powers of the
Stannaries Court in regard to the winding-up of companies, and to all cases where
the subject-matter is not within the limits of the County Court jurisdiction, shall

, be exclusively exercised by the Court having bankruptcy jurisdiction in Cornwall.

6. The property, rooms, and building mentioned in section 1 (2) (d) of the Act
shall be used and disposed of as may be agreed upon between the judge of the
County Courts of Cornwall and the corporation of Truro, subject to the approval of
the Lord Chancellor.

7. Arrangements for the custody of the records in the same section mentioned
shall be made by the corporation of Truro, in consultation with the judge of the
County Court, subject to the approval of the Lord Chancellor.

8. This Order shall come into operation on the 1st of January, 1897.

The sixteenth day of December, 1S96.

Halsbuey, C.



THE COUNTY COUET (STANNAEIES JURISDICTION)

RULES, 1897.

[The following explanatory Memorandum was issued with the draft Rules : —
These Rules have been drafted to regulate the procedure in matters transferred
to the County Courts of Cornwall from the Court of the Vice-Warden of the Stan-
naries under the Stannaries Court (Abolition) Act, 1896.
They provide : —

1. That in the winding-up of companies, the procedure shall be under the Com-

panies Acts, as in other winding-up cases.

2. That ordinary County Court cases are to be conducted under the County

Court Rules.

3. That cases beyond the ordinary jurisdiction shall be conducted, in the main,

under the County Court Rules, with some few special Rules.

Rule 27 provides that the fees to advocates and counsel may be increased in cases
beyond the ordinary jurisdiction, as such cases are often of an important character.
February, 1897.]

These Rules may be cited as the County Court (Stannaries Jurisdiction) Rules,
1897, or each Rule may be cited as if it had been one of the County Court Rules,
1889, and had been numbered therein by the number of the Order and Rule placed
in the margin opposite each of these Rules.

An Order and Rule referred to by number in these Rules shall mean the Order
and Rule so numbered in the County Court Rules, 1889, or in any County Coi^rt
Rules of subsequent date, as the case may be.

These Rules shall be read and construed as if they were contained in the County
Court Rules, 1889.

Oedee Lc.

The Stannaries Court (Abolition) Act, 1896 (59 ^- 60 Vict. c. 45).

Rule 1. 1. Proceedings commenced in a County Court under the jurisdiction and powers

Proceedings transferred to and vested in such Court under the Stannaries Court (Abolition) Act,

under 59 & 60 1896, shall be regulated by the following Rules.
Vict. c. 45.

Sittings of the Court.

Rule 2. 2. The days of the sitting of the Court shall be those appointed for the trans-



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 124 of 134)