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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supervision proceedings, in, 675

voluntary winding-up, in, 654
application to appoint, 191
appointment by Court, 190 — 197, 779

advertisement of, 191 [196]

advertisement prior to, 191

appeal, on [58]

application for [192]

copy order for Board of Trade, 191

gazette notice of [195]

notice of, to Registrar of Joint Stock Companies [196]

official receiver, of, with committee [195]

official receiver's duties on, 149, 209

orders [193—195]

rescission of [125]
arrangement (scheme), liberty to consent to [315]
assets, collection of, 207
attendance of, when required, 137
audit of accounts, 237, 850
balance owing to official receiver, to pay, 141
banking account of, 210, 266 — 272. [And see Banking Account.]
bankrupt, removal of, 594
bankruptcy proceedings by, 447
bankruptcy provisions applied to, 246, 248, 249
bills of exchange,

provisions as to remitting to Companies Liquidation Account, 307
Board of Trade,

accounting to, 237

advices to, 197

control by, 208, 851
books to be kept, 209, 211, 850

inspection of, by creditors and contributories, 209

investigation of, 209
borrowing by, 211, 287—290

business, carrying on, 274 — 279. [And see Caeettng on Business.]
calls by, 211. [And see Calls.]

supervision proceedings, in, 681

voluntary winding-up, in, 644
carrying on business, 274

sanction to, by committee [220]. [And see Careting on
Business.]
cash book of, 209, 235
certificate of,

claimant entitled to undistributed assets, as to [263]

dividends or composition, as to [253]

final settlement of list of contributories [462]
income tax, as to [400]

payable orders under sect. 15 of 1890 [263, 204]

remuneration of persons employed by, as to, 569
collection of assets by, 207, 211
committal of, order for [441]
committee of inspection, duties to, 205
Companies Liquidation Account, duties as to, 246 ct seq., 266.

[And see Accounts ; Banking Account.]
compromises by, 211

sanction of committee to [227]. [And see Compeomise.]
contril)utories, settling list of, 781
oontomjjt r)f Court, interference with, when a, 280
control of money, s. 15 of 1890. .248
control over.

Board of Trade, by, 208, 210
committee of inspccition, by, 208, 220



INDEX. 993

'LlQJJI'DATOIi—contimced.
control over — continued.

contributories and creditors, by, 208
Court, by, 208
copy bill of costs for, 569
costs,

of litigation, liabilities as to, 215

taxation of, 570

[And see Costs.]
creditors,

direction of, 212, 213

duties as to, 212
cross-examination of, order for [125]
death of, filling up vacancy on, 191
debentures, duties as to, 413

[And see Uebentuees.]
delivery of (books and other property),

duties and powers as to, 280

on resignation, &c., 281

[And see Delivery of Books and othee Peopeety.]
definition of, 141

deposit with, to cover costs of general meeting, 348
detective, liberty to employ [485, 486]
directions to, 205, 208, 212, 213

applying for, 208

committee of inspection, by, 208

contributories and creditors, by, 208

Court, by the, 208
sale, as to, 291
summons for [292]

general meeting, as to, 347, 348
disbursement by, priority of, 567, 568
discovery of property, 249
discretion of, as to management, 348
disobedience to Board of Trade, 249
dissolution of company,

application for, 601

claims against, after, 602

default in reporting, 601

reports as to, 601
dividends,

duties as to, 213

creditors, to, 389

voluntary winding-up in, 641
[And see Ceeditoes.]

shareholders, to, 493

bankruptcy of, in, 447
voluntary winding-up, in, 648
duties and powers of, generally, 204 — 218
examination,

duties as to, 213, 214
private, 516
public, 524

oath, on, 243

proofs, of, 361
execution of deeds, &c. by, 207
fees to official receiver, to pay, 141
file of proceedings, inspection of, 214
first meetings, determination as to, 172, 190
filing,

memorandum of advertisement or gazetting [32]

proofs, of, 362
foreign liquidation, liberty to intervene in [322]
general meeting, duties as to, 347, 348
grounds for removal, 593
handing proofs to, 361



994 INDEX.



lAQMIDATO'R— continued.

impartiality required of, 204
information, 84

official receiver, to, 214

from official receiver, 141, 214

to creditors and contributories, 204

under s. 15 of 1890. ,244 et seq.

[And see Undistributed Assets.]
inspection of books of, 209
interest payable by, 266, 592

interference with possession of, contempt of Coiu't, 266
interrogation of, by Board of Trade, 243
investigation of books of, 209
irregularity as to, 24
judicial position of, 215
landlords, duties as regards, 214, 341

[And see Landlords.]
leaseholds, duties as to, 216

legal proceedings by. [See Legal Peoceedings.]
legal questions, dealing with, 213
lending by, liberty for [290]
letters of administration, taking out, 208
liabilities of company, discharging, 207
liability for costs, 215

[And see Costs.]
liberty to,

agent abroad, to send, &c. [310, 311]

call meeting of debenture holders [315]

carry on business [275]

carry on business abroad, &c. [309]

change company's office, to, [315]

consent to scheme of arrangement [315]

discount bills, to [318]

employ person to caiTy on business abroad [309]

expenses of new company, to pay [316]

foreign drafts, as to meeting [314]

go abroad, to [313]

interpreter, to employ [126]

inventory and valuation, as to [317]

lend money for winding-up [290]

manager, to continue [314]

manager abroad, to appoint [309]

pay debts in full, to [316]

powers of attorney, as to [311, 312]

renew lease, to [316]

rent, to pay, 344

return valuables, to [318]

secretary and accounts, as to [315]

steamer, to send [314]

sue contributory out of jurisdiction [493]

transfer shares (vesting order) [316]
lien of, discharge of, on sale to new company [305]

solicitors, 666
list of contributories,

duties as to, 448 ct seq.

official receiver may settle whilo provisional liquidator, 449
[And see Conteibutoeies.]
litigation,

duties as to, 205, 214, 215

sanction of committee [227]
meaning of " liquidator," 8
meeting,

creditors, &c., 347 et seq.

debenture holders, of, liberty to call [315]
miscellaneous authorities to, 308 — 318



INDEX. 995

LlQUlDATOn— continued.

misfeasance,

duties as to, 216

of liquidator, 539
mortgaged property, duties as to, 216
name of, using in proceedings, 214, 319
new, 191
notice,

appointment of, of, to Registrar of Joint Stock Companies [196]

dividends, as to, 3S9 et neq.

[And see Contmbutoeies.]

pay or deliver company's money, &c., to [282]

proofs, as to [381]
rejection of [381]

requiiing fui-ther evidence as to [381]
notice to [197]

oaths, power to administer, 362
officer of Court, is, 204
" official liquidator," term abolished, 206
official receiver,

accounts of, 142

appointment to be liquidator [194, 195]

duties to, 205

information from, 141, 214

notices from [196, 197]

possession by, 141

powers as to proofs, 332

style of, as liquidator, 192

when official receiver is liquidator (vacancy, or no other appoint-
ment), 148, 149, 191

possession of property, 141, 216, 280, 780

interference with, when contempt, 216, 280

landlord's acquiescence, with, 341

leaseholds, 341—346

[And see Landloeds.]

official receiver, by, 149

voluntary winding-up, in, 630
powers and duties of, 204 — 218

extension of, under Act and Rules of 1890. .205, 206, 486, 848
preliminary steps by, 210

private examination, duties as to. [See mpra, " Examination."]
proceedings in name of, 214, 319
procedure under s. 15 of 1890. .244

[See Undisteibuted Assets.]
production of security to, 361
promissory notes, powers as to, 307
proof of debt, duties as to, 359

[And see Proof of Debts.]
prosecution of directors by, 651
provisional [96 — 106]

[And see PeovisionaI; Liqutdatoe.]
public examination, duties as to. [See mpra, "Examination."]
purchase of assets by, 291
rates, duties as to, 216
receiver of Court, in position of, 207, 280
record book, 209
rectification of register, 849
rejection of proofs by, 361
release by, to debenture holders, 413
release of, 592, 596, 850

application for [599]

delivery of books on, 596

Gazette notice [600]

notice before, 597

order of Board of Trade [600]

statement with application [598]

3s2



996 INDEX.



JAQXHDATOn— continued.
removal of, 191, 592, 593

appeal from order for, 593

application for, 593

Board of Trade, by, 692

CoTirt, by, 592

delivery of books to official receiver, 161

order for, 594

release on, 596

security, for not giving, 199, 592

supervision proceedings, in, 694

vesting order on [595]
remuneration, 229—232, 568, 780

[And see Remuneration.]

deprivation of, 175

priority of, 565

resolution as to [226]
rent, payment of, 34 1

[And see Landloeds.]
report as to misfeasances, 540

preliminary, under s. 8 of 1890. .524

further, with a view to public examination, 525 [528]
request to, to summon meeting, 348
rescinding appointment of [195]
resignation of, 192, 592, 780
restraining actions, duties as to, 216

[And see Legal Peoceedings.]
retaining excess balance, 266
sales by, 217, 291—306

[And see Sale of Peopeett.]
sanction to acts of,

committee of inspection, by, 206 — 208, 221

Court, by, 206—208
summons for [308]
seal of company, power to use, 207
secured creditors, to respect rights of, 204
security for costs by, 325

[And see Costs ; Secueitt foe Costs.]
security of, 198—200, 206

default as to, 592
several liquidators, what may be done by one or more, 190, 217
solicitation of votes to obtain appointment, 175
solicitor employed by,

appointment, 201

liability to, 201

sanction to employment,
committee, by [227]
Court, by, 201
special bank account of,

sanction to [226]
specific powers of, 207, 208
statement under s. 15 of 1890, form of [250]

[And see Undisteibuted Assets.]
style of, 190, 206

when official receiver is, 192
subpoena to, 119

submission of books to committee of inspection, 209
summary of accounts of, 234 [242]

on applying for release [598]
Bummoniijg meetings, 347
summons,

appointment, for [192]

sanction of Court for [308]
supervision proceedings, in, 668 et seq. '

[And SCO SurEEVisiON.]
surcharge for non-payment, 267



INDEX. d97



lAQVIBATOn—coufiiiKed.

taxation of costs of [570 ct seq.'\

[And see Costs.]
taxes, duties as to, 216
title of, 190
trading- account,

affidavit as to [236]
form of [236]

appointment of auditor [227]

under s. 15 of 1890 [253]
trustee, how far a, 217
two or more, 217
undistributed assets, requirements as to, 244

[See Undistributed Assets.]
vacancy in office, 140, 148

official receiver to act, 592
voluntary liquidation, in, 787
verified g-eneral account, by, 246

motion for [257]

order for [259]
vesting order in, 217

form of [218]
vesting right to transfer shares, order for [316]
voluntary winding-up, in, 786, 787

[And see Voluntaey Windinq-XJp.]

LIST,

appearances, of [77]
contributories, 447 et seq. [459]

[And see Contributories.]

supervision proceedings, in, 681

voluntary liquidation, in, 642
creditors or contributories at every meeting [187, 357]
debts, of (voluntary winding-up) [636]
dividends, of (s. 15) [253]

division lists of creditors and contributories [187]
motions, of, 25
proofs, of,

liquidator's monthly [384]

official receiver to file, 362

tendered, to be filed under r. 116. .[383]

LITERARY AND SCIENTIFIC INSTITUTIONS,
winding-up of, 13

LITIGATION,

liquidator, by, 214

LIVERPOOL DISTRICT REGISTRY,

petition in, 9, 44

LIVERPOOL PALATINE DISTRICT, 16

LOCAL INVESTIGATION,

liquidator's books, of, 209

LOCAL NEWSPAPER,
advertisement in, 33
notice to,

public examination, of [532]

winding-up order, of [94]

LOCAL RATES,

priority of, 398 *

LODGING PROOF,
first meeting for, 363



998 INDEX.

LONDON GAZETTE, 31

[See Gazette.]

LOED CHANCELLOR,

transfer by,

actions, of, 512

notice of motion for [514]

order for [515]
winding-up proceedings, of, 506

LOST DOCUMENT,

afBdavit as to [382]
indemnity as to [382]



MACHINERY,

liberty to sell [294]

MAJORITY,

debenture holders, of, powers of, 413
extraordinary resolution, for, 785
special resolution, for, 773
wishes of creditors and contributories, 347

MANAGER,

(abroad) appointment of, liberty for [309]
biU of, 308

[And see Costs.]
certificate as to remuneration of, 569
continuing, liberty as to [314]
delivery of company's property by [285]
misfeasance of, order against [546]
receiver and, in debenture action [425, 426]
special, 107 [108, 109]

[And see Special Managee.]

MANCHESTER,

district registry, 9, 44
palatine district, 16

MARRIED WOMEN,

calls on, order enforcing [482]
contributories, 447

MASTER,

may hold public examinations, 525
registrar may act as, 28

MEETINGS. [And see Fiest Meetings and Genbeal Meetings.]
committee of inspection, of, 219

to sanction calls, 471
company, of,

directed by the Court, 78

voluntary winding-up, to pass resolution for, 617 et seq.
contributories, of.

Court may direct, 78

liquidator summoning, 208

order for [350]
creditors, of,

classes, of, 701

Court may order, 78

division lists [187]

liquidator Buinmoning, 208

ordf'r for [350]

production of security at, 181

report as to [187]

secured creditors, a class, 701



INDEX. 999



WEETmGS—pontiinicd.

debenture holders, of, order for [420]

first, 824, 853

further report as to [189]

general, provisions of Table A., 802

liquidator, on vacancy of, 191, 192

memorandum of [35 1]

report of results of [189]

supervision order, as to making, 668

MEMBER,

agreement to be, 769
bankruptcy of, 447
contributories, liability as, 448, 449
debt due by company to, 448, 449
meaning of "member," G, 449
number not to be less than seven, 773
"past members," 6, 448, 449
"present members," 6, 448, 449
registered, to be, 769
seven to be minimum number, 773
subscriber to memorandum is a, 769
unregistered, liability of, 449, 454 — 456
voluntary winding-up, rights in, 617
who is a, 769

MEMORANDUM,

adjournment of first or other meeting [186]

advertisement, of, evidence of, 33

association, of. [See Memoeanditm of Association.]

compliance attendance, of [45] 76

disallowance of proof of debt, of, 362

gazetting, as to [32]

meeting, as to [351]

adjournment of [355]
petition, on presenting, 45

proceedings at adjourned first meeting (no quorum) [186]
service of order to pay calls [485]
supervision proceedings, as to meetings in [681, 682]

MEMORANDUM OF ASSOCIATION",

alteration of, 767

by Court, 843
copies to members, 768
execution and operation, 767
provisions of, 766
registration of, 768

METROPOLITAN COUNTY COURTS,
excluded from jurisdiction, 17
Ust of, 606

MINES,

liberty for sale of [294]

MINORITY,

debenture holders, of, 413

proxy not to be given to minor, 183

MINUTES,

committee of inspection, of [222]

first meetings, of, 175

general meeting, at, 350

ofl&cial receiver's duties as to, 147

proceedings of general meetings, of, 776



1000 INDEX.

MISCELLANEOUS AUTHORITIES TO LIQUIDATOR, 308—318
[And see Liquidator.]

MISFEASANCE AND BREACH OF TRUST, 539—550
Act of 1890, provisions of, 847
acts constituting, 541
affidavit supporting application, 540
applications in respect of,
by "whom made, 539
High Court, in, 539
other Courts, in, 539
attending proceedings for, summons for liberty [544]
auditors, liability of, 541

may be liable as officers, 542

casual auditor not, 542
paying improper dividend, 541
bankers not o&Gera pri?Hd facie, 542
bankruptcy proceedings on, 550
bogus creditor [549]
bonus improperly paid, 541

borrowing money for proceedings, liberty for [290]
capital, by paying dividends out of, 541
cases decided, 541

chose in action, claim in respect of, is a, 542
compulsory winding-up, in, 539
contributory may apply, 539
costs allowed on summons, 542

payment where debentures, 543
Coimty Courts,

proceedings in, 608 '

transfer from, 506
creditor may apply, 539
declaration of liability, 542

rules as to asking, 543, 544
summons asking for [543]
de facto officers, 641
delay barring claim, 542

depositions at private examination, how far evidence, 541
depositions on public examination, 540
director, by, 539

accepting present from promoter, 541
imprisoning for default, 542
orders against,

call moneys applied in fees, in respect of [545]
dividends paid out of capital, in respect of [547]
fraudulent preference, in respect of [51 7] and note,
improper dividends and extra remuneration, in respect of

[545]
improper qualifications, in respect of [546]
payment of scheduled sums [549]
payment of sum paid to bogus creditor [549]
uninvested premiums [540]
dividend improperly paid, 541
executors of deceased director or officer, 542
joint and several liability, order declaring [544]
liability where no fraud or dishonesty, 542
liberty to attend, summons for [544]
liberty to take proceedings for [321]

borrow money [290]
Limitations, Statute of, 542
liquidator,

application by, 539
duties of, as to, 216
personal liability for costs of proceedings, admission of, in order

[550]
procccdmgs against, 639



INDEX. 1001



MISFEASANCE AND BREACH OF TRUST— continued.
liquidator — continued.

security for costs, order ['^-lO]

summons for liberty to proceed [543]
order thereon [543]
manager, by, 539

order against [545]
motion,

application -when made by, 539

copies of affidavit and report on, 540

time for service of notice, 540
negligence may be, 542

new liabilities, section of Act not to create, 541
nonfeasance not misfeasance, 542

notes of public and private examination, 519, 525, 540
notice of motion, 540
officer of company,

proceedings against, 539

■when liable, 541
official receiver,

application by, 539

duties as to, 150

reports to Board of Trade before proceeding, 543

using name of, as to, 539
order for payment, enforcing under Bankruptcy Act, 550
persons who may be proceeded against, 539
preliminary expenses improperly paid, 541
premiums not invested, 541
present to directors by themselves, 541
proceedings in respect of, 539
promoter, by, 539

qualification shares given, in respect of, 541
reports to Board of Trade, 540, 543, 550
rigging the market, 541
sale of claim for, 542
secret benefits to directors, 541
secretary receiving bonus, 541
set-off, 542

solicitors not officers prima facie, 542
Statutes of Limitation, 542
summons by, in High Court, 539, 540

declaration of liability, to ask for, 542

form of [543]

liberty to proceed, for [543]
order giving liberty [543]
supervision, proceedings in winding-up under, 539
transfer of proceedings, 512
voluntary winding-up, proceedings in, 539

MORTGAGEES,

compromise with, liberty for [563]

costs of, 566

taking possession, 216

transfer of action by, 512

MORTGAGES,

liquidator's duties as to property subject to, 216
mortgage debentures, 401 ct seq.
payment off, order for [395]

receiver in debenture action, by [431]
register to be kept by company, 772
release of equity of redemption under, order for [396]
sale under, liberty for [295]
sale with consent of mortgagees [295]
uncalled capital, 403



1002 INDEX.

MOTIONS,

affidavit evidence on, 121
application, when made by, 25
list of, 25, 927
notice of,

copy for judge, 25, 927

form of [25]
under sect. 15 of 1890 [257]
voluntary winding-up [656]

MUTUAL CREDIT, 375, 376
[And see Set-off.]

NAME OF COMPANY,

identity, when prohibited, 768
publication, 772
restoration of, 603

[See Restoration op Name.]
seal, to be engraved on, 772

NEGLIGENCE,

misfeasance by, 641

NEGOTIABLE DEBENTURES, 404

NEGOTIABLE INSTRUMENT,
proof in respect of, 361

NEW COMPANY,

liberty to liquidator to pay formation expenses [316]
release from lien on sale to [305]
schemes for transfer to [712 et seq^

NEW LIQUIDATOR, 191

[And see Liqtjidatoe.]

NEWSPAPER,

comments in, 44

sale of, Kberty for [293]

NON-COMMENCEMENT OF BUSINESS,

ground for petition, 34

NOTARIAL CHARGES,

proof in respect of, 366

NOTES, 1

bank, proof in respect of, 365 T!

County Court judge, of, 610, 611
public examination, at, 524
shorthand writer [530, 537]

NOTICE,

act of bankruptcy, proof for debt incurred after, 369
adjourned first meeting, of [186]
admission or rejection of proof, 362
admit, to [128]
affidavits, filing,

in debenture actions, 927

on petitii)n, 69

on summons, 123, 927
appeal, of [585] 586

official receiver, from [579]
[And see Appeals.]



IXDKX. 1003

appearances, of,

originating summons, on [658]
petition, on [70] 77
appointment, of,

consider determinations at first meeting, to [193]
hearing of originating summons, for [058]
liquidator, of [195]
settle list of contributories [460]
attend, to, before examiner or registrar [119]
Board of Trade, to,

cheques required, that [270, 271]
dividends to creditors, as to, 303
first meetings [177]

transfer of winding-up proceedings [510]
winding-up order, of, 93
call, of,

meeting to sanction, of [-472]

advertisement [•17-1]
voluntary winding-up, in [045]
Central Office, to, of winding-up order [88]
cheque required, that, to Board of Trade [270, 271]
committee of inspection, meeting of [223]
company, by, authentication, 775
complete proof, to [381]
contributories,

appointment to settle list of [460]
committee meeting to sanction calls, of [472]
final settlement of list, of [463]
first meeting, of, 176 et seq.
[See below.]
creditors, to,

dividends, as to, 363 [390—393]
[And see Dividends.]
admission or rejection of proofs, 362
appeal, of, after notice of intended dividend, 363
Board of Trade, to, 363
expunging claims, as to [393]
final dividend, as to expunging claims before [393]
forms of [389—391]

fresh, where declaration postponed, 363
Gazette, for [388—390]
intention to declare, 363 [389]
[And see Dividends.]
first meeting, of, 177
delivery of (books and other property), as to, 281 [282]
dissolution of company, of, 601
dividends of creditor. [See stipra and Ceeditoes.]
filing, of, 22

affidavit, of, 22, 69, 123, 927
proofs, of, 363
final dividends, to claimants in default [393]
first meetings, of, 176 [177, 178]
certificate of postage of [185]
fresh, of intention to declare dividend, 363
further evidence required as to proof of debt [382]
Gazette, for [31] 32

amended order, of, 32
appointment of liquidator [195]
Board of Trade's duties, as to, 32
winding-up order, of [94]
general meeting, as to, 347 — 354

[And see General Meeting.]
intention to appear on petition [76]
liquidator's appointment, of, for Gazette [196]



1004 INDEX.

"NOTICE— continued.

liquidator, to, by official receiver [197]
meeting, of,

certificate of postage [185]

committee of inspection,

filling vacancy on committee, for [224]
remove committeeman [224]
sanction call, to [472]

first meetings. [See Fiest Meetings.]

fresh first [177]

supervision proceedings [682]

voluntary winding-up [618 — 620]
motion, of [24] 25

arrangement under Act of 1870, for meetings, 700

calls in voluntary winding-up, to enforce [64 6]

committal for non-delivery of property, for [282]

copy of, for judge, 25

delivery of company's property to liquidator [282]

discharge order of judge in chambers to [581]

distress, to restrain,
(voluntary) [633]

form of [24]

length of time for, 25

misfeasance, for, 539

County Court, in, 608

provisional liquidator, for, 97 [99]

restrain proceedings [329]

transfer action [514]

verified account of liquidator [257]

voluntary winding-up, in, 655
official receiver, by,

winding-up order.

Board of Trade, to [93]
general [94]
official receiver, to,

provisional liquidator, of appointment as [101]

transfer of winding-up, of, 507
order sanctioning call, with [478]
pay or deliver property to liquidator, to [282]
produce, to [128]

proof, of admission or rejection of, before declaring dividend,
362

to complete [381]
prove debt, to, voluntary winding-up, in [637]
public examination, as to [31, 629 — 532]
Registrar of Joint Stock Companies, to,

liquidator's appointment, of [195]

voluntary winding-up, in [626, 667]
rejection of proof, of [381]
release, application for [32, 597, 600]
removal of official receiver, 141
resolution for voluntary winding-up [618 — 620]
sealing of, 29
service of, 27

company, on, 775

County Court, in, 29

post, by, 29
settle list of contributories, to,

6or\aco of, out of jurisdiction, 132

voluntary liquidation, in [643]



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