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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G. S. B.,
Off Eecr and Liqr.



Form 154b.

Order to hold
fresh first
meeting-.



As to calling fresh first meetings, see Charles Eeynolds ^ Co., "W. N. (1895) 11,
and the following form : —

UlDon the applicon of S., the senior off recr and prov liqr of the
above-named coy, by summons dated, &c., and upon hearing the

applicant in person and the solors for and others, all creditors,

and the solors for , and upon reading the order to wind up the sd

coy dated, &c., the reports of the assistant off recr of the results of the
meetings of creditors and contributories of the sd coy made to the Ct
and resply dated, &c., and the memdum of advertisement in the Times
newspaper of, &c. It is ordered that the applicant do summon a new
meeting of the above-named coy for the purpose of considering
whether any person, and if so who, should be submitted to the Ct for
appointment as liqr of the above-named coy in place of the off recr.
And the further hearing of the sd summons is adjourned. Dormant
Park Hotel Syndicate (00226 of 1895). Hood, Eeg. 31st Dec. 1895.



Form 155.

Notice to
conti'ibutories
of first
meeting.
Form 23 of
1890.



{Title.)
Notice is hby given that the first meeting of the contributories in

the above matter will be held on , the day of , 189 — ,

at o'clock in the noon.

Forms of general and special proxies are enclosed herewith. Proxies

to be used at the meeting must bo lodged with me not later than

o'clock on the day of , 1 89 — .

Dated this day of , 189—.

, Off Eecr.



(The coy's statement of affairs \_here insert "has not been lodged,"
or "has been lodged, and summary is enclosed"].)

Note. — \_S(n)w cm in Fcrin 154.]

As to the summary of statement of affairs, see supra, Chap. XVI., p. 166 ; and
as to Proxies, sec Forms 158, 159, itifra.



Form 166.

Notice to
directors and
oflicfrH of
coinjiftTiy to
attend hint



(Title.)
Take notice that the first meeting of creditors [_or contributories]

will bo hold on tho day of , 189 — , at o'clock, at \^here

insert place where meeting will be held'], and that you are required to
attend thereat, and give such information as tho meeting may require,



FIRST MEETINGS OF CREDITORS AND CONTPJBUTORIES. 179

pursuant to the provisions of Eule 43 of the Cos (Winding-up) Eules, meeting of

^ ° -^ ' creditors or

■^°" • contribu-

Dated this day of , 189 — . tories

To [insert name of person required to attencT].



Off Eecr.



Form 24 of
1890.



\_Acldress.~\
{Title.) Form 157.



[7m the margin is a note stating as foUoivs : — "Note. — The stamp must not be Proof of debt,

defaced by the creditor." There is also a space for the stamp, in which space are General form.

the following u-ords : — "Where the debt proved for exceeds 27., a Is. Companies \'^y Vqqo

(Winding-up) stamp must be affixed here, or a postal order for Is. be sent to as varied for

the official receiver, as otherwise the proof cannot be admitted. Bankruptcy or use by the

postage stamps cannot be accepted."] London pfR-

cial receiver.

I, , of , in the county of [^/^ in full name, address,

and occupation of deponent^ make oath and say : —

\If proof made hy creditor strike out clauses (b) and (c). If made hi/

clerk of creditor strike out (c). If by clerk or agent of coy strike

out (i).]

{b) That I am in the employ of the undermentd creditor, and that

I am duly authorized by to make this afft, and that it is within

my own knowledge that the debt hnftr deposed to was incurred and
for the consideration stated, and that such debt, to the best of my
knowledge and belief, still remains unpaid and unsatisfied.

(c) That I am duly authorized, under the seal of the coy hnftr
named, to make the proof of debt on its behalf.

1. That the above-named coy was, at the date of the order for

winding up the same, viz., the day of , 189 — , and still is, justly

and truly indebted to [insert ' ' me and to C D. and E. F., my co-partners
in trade," if any, or, if by clerk or agent, insert name, address, and

description of principar\ [in the margin, debt 1., contra 1., total

1.~\ in the sum of pounds, shillings, and pence for

[Note this. — State consideration as — Goods sold and delivered hj me]
[and my sd partner] to the coy between the dates of [or, moneys
advanced by me in respect of the undermentd bill of exchange, or as
the case may be~\, as shown by the [strike out the icords not ap2ilicable~\
[account endorsed hereon, or account hereto annexed marked "A."],
for which sum or any part thereof I say that I have not nor hath
["my said partners or any of them," or "the above-named creditor,"
as the case may he\ or any person by ["my" or "our" or "their"
or "his," as the case may be'] order to my knowledge or belief for
["my" or "our" or "their" or "his," as the case may be] use, had
or received any manner of satisfaction or security whatsoever, save
and except the following [here state the j}articulars of all securities held,
and where the securities are on the jipty of the coy, assess the value of the

n2 '



180 WINDING-UP BY THE COURT. [ChAP. XVII.

same, and if any hills or other negotiable securities be held, specify them
in the Schedule.

N.B. — Bills or other negotiaMe securities must be produced before the
proof can he admitted.^



Date.



Drawer.



Acceptor.



Amount.



Due Date.



Admitted to vote for 1., this



day of



-, 189-



Admitted to rank for dividend for
189—.

Sworn at in the county \

of , this day of

189—,

Before me ,



-I., this



- OffRecr.
day of —



Off Recr or Liqr.

Deponent's signature,
A. B.



The proof cannot he admitted for voting at the first meeting unless it is
properly completed and lodged ivith the off recr before the time named in
the notice convening such meeting.

(Back.)
Note. — If space not sufficient, let the particulars be annexed, hut
where the particulars are on a separate sheet of paper, the same must he
marked by the person before whom the afft is sworn, thus: —

" In the matter of .

*' This is the account marked 'A' referred to in the annexed afft of

, sworn before me this day of , 189 — .

"{Signed) CD.,

" Commissioner or officer administering oath."



Particulars of Account referred to on other side.
(Credit should bo given for Contra Accounts.)



Date.



CONSIDEKATION.



Amount.



Eemakks.
The Vouchers (if any) by which the
Account can be substantiated
should be set out here.



Deponent's signature, A. B.
►Signature of commissioner or officer administering oath, C. D.



FIEST MEETINGS OF CREDITOKS AND CONTRIBUTORIES. 181

Tlie following instructions (to be retained by the creditor) to creditors, as to lustnictions
proofs, are issued by the official receiver with oacli proof : — '^^ to proofs.

E. 96. Every creditor shall prove his debt.

The proof must be in the form annexed, and may be made lii/ the creditor himself or
by some person authorized by him.

A statement of accounts shoTviiig how the amount of the proof is made up should
be attached.

The proof must set out whether the creditor holds security for any part of his
debt, and the particulars and estimated value of the security, if any.

An affidavit of proof of debt may be sworn before any clerk of an official receiver
duly authorized in writing by the Court or the Board of Trade in that behalf
(Rule of 3rd Dec, 1892), or before a commissioner to administer oaths, or before such
persons as are mentioned in sect. 128 of the Companies Act, 18G2 [set out beloiv).

Every proof of debt must bear a companies [tvinding-up) stamp of the value of
one shilling. Bankruptcy or postage stamps cannot be accepted.

E.. 101. A creditor shall bear the cost of pi'oving his debt, unless the Court other-
wise orders.

E. 107. Where a creditor seeks to prove in respect of a bill of exchange, pro-
missory 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.

Sched. I. — (6.) A person shall not be entitled to vote as a creditor unless he has
duly proved a debt to be due to him from the company, and the proof has been
duly lodged before the time appointed for the meeting.

E. 108. A proof intended to be used at the first meeting of cveditovs, or at an adjourn-
ment thereof, shall be lodged with the official receiver not later than the time mentioned
for that purpose in the notice convening the meeting or adjourned meeting.

Sect. 128 of the Companies Act, 1862.

128. Any affidavit, affirmation, or declaration required to be sworn or made under Swearing
the provisions or for the purposes of this part of this Act may be lawfully sworn or i^roofs.
m^ade in Great Britain or Ireland, or in any colony, island, plantation, or place
under the dominion of Her Majesty in foreign parts, before any Court, judge, or
person lawfully authorized to take and receive affidavits, affirmations, or declara-
tions, or before any of Her Majesty's consuls or vice-consuls in any foreign parts
out of Her Majesty's domiuious, and all Courts, judges, justices, commissioners,
and persons acting judicially shall take judicial notice of the seal or stamp or
signature (as the case may be) of any such Court, judge, person, consul, or vice-
consul attached, appended, or subscribed to any svich affidavit, affirmation, or
declaration, or to any other document to be used for the piu^oses of this part of
this Act.

{Title.) Form 158.



I, \jf a firm ivrite "We" instead of^'I,'" a?id set out the full name of General

the firni\, , of , a creditor [or " a contributory"], liby appoint P^'^^y-

\here insert either {but not both) " Mr. , of ," " a clerk, manager,

&c., in my regular employ," or "the off recr in the above matter." The
standing of the person appointed must be clearly set out~\, to be ["my"
or " our "3 general proxy to vote at the meeting of creditors [or " of con-



182 WINDING-UP BY THE COURT. [ChAP. XVII.

tributories"] to be lield in the above matter on the day of ,

189 — , or at any adjournment thereof.

Dated this day of , 189—.

Signed \_if a Jirni, sign the Jirtn^s trading title^ and add "by
A. B., a partner in the said firm." As to signature hy
uye)it, see footnotes 1 and 2],

Signature of witness .

Address .

Notes.
1 . The authorized agent of a corporation may fill up blanks, and sign for the
corporation, thus : —

' ' For the Company.

" , J. S. (duly authorized under the seal of the company)."

'1. A proxy may be filled up and signed by any person having a general authority
in writing to sign. Such person shall sign,

, J. S. (duly authorized by a general authority in writing to sign on

behalf of , name of creditor \or "of contributory"]). \The official

receiver or liquidator may require the authority to sign to be produced for
his inspection. "^

Certificate to he signed by Person other than Creditor [or Contributory^
filling up the above Proxy.

1, , of , being a \Jiere state lohether clerk or manager in the

regular employment of the creditor, or a commissioner to administer
oaths in the Supreme Ct\, hby certify that all insertions in the above
proxy are in my own handwriting, and have been made by me at

the request of the above-named , and in his presence, before he

attached his signature \or mark] thereto.

Dated this day of , 189—.

Signature, A. B.

The proxy must be lodged with the off recr not later than the time
named for' that purpose in the notice convening the meeting at which
it is to be used.

The above form of general proxy was substituted by the Board of Trade Order
of 8th Jan. 1892 (W. N. (1892), Appendix of Orders, p. 2), for Form 73 of 1890.



Stamps. Having regard to the provisions of sect. 16 of the Finance Act,

1895 (58 Vict. c. 16), proxy papers in relation to cos wound up by order
of the Court under the Act of 1890, are exempt from stamp duty,

IiiHtnictions l"^'*^ following carefully selected and an-angcd extracts from the Companies

as to i>roxy (Winding-up) Act and Rules, as to joroxies, are indorsed on each form of general
jiapcra. proxy sriit to creditors and contributories : —

Sched. I. of 1890. — 12. A creditor or a contributory may vote either in person or
by proxy.



I



FIRST MEETINGS OF CREDITORS AND CONTRIBUTORIES. 183

13. Every instrument of proxy shall be in the prescribed form and shall be issued
by an official receiver, or by the liquidator of the company, and every ivritten part
thereof shall be in the handwriting of the })crson (jiving the proxy, or of any manager or
clerk or other person in his regular employment, or of a commissioner to administer oaths
in the Supreme Court of Judicature in England.

14. General and special forms of proxy shall be sent to the creditors and contri-
butories with the notice summoning the meeting, and neither the name nor descrip-
tion of the official receiver or of any other person shall be printed or inserted in the
body of any instrument of proxy before it is so sent.

H. 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 handwriting 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 ho attached his
signatixre or mark.

Sched. I, — lo. Acreditor or contributory may give a general proxy to his manager
or clerk, or any other person in his regular employment. In such case the instrument
of proxy shall state the relation in which the person to act thereunder stands to
the creditor or contributory.

19. A creditor or a contributory may appoint the official receiver to act in
manner prescribed as his general or special proxy.

R. 123. — (2.) No person shall be aj)pointed a general or special proxy who is a
minor.

Sched. I. r. 17. — A proxy shall not be iised unless it is deposited with the
official receiver before the meeting at which it is to be used.

R, 30 of Ap, 1892. — A proxy intended to be used at the first meeting of creditors
or contributories, or any adjournment thereof, shall be lodged with the official
receiver not later than the time mentioned for that purpose in the notice convening
the meeting or any adjom-ned meeting, which time shall be not earlier than twelve
o'clock at noon of the day but one before nor later than twelve o'clock at noon of the day
before the day appointed for such meeting utiless the Court otherwise directs.

Sched. I. (24). — No person acting either under a general or a special proxy shall
vote in favour of any resolution which would dii'ectly or indirectly place himself, his
partner or employer, in a position to receive any remuneration out of the estate of
the company otherwise than as a creditor rateably with the other creditors of the
company : Provided that where any person holds special proxies to vote for an
application to the Court in favour of the appointment of himself as liquidator he
may use the said proxies and vote accordingly.



{Title.) Form 159.



I, [j/a firm, ivrite "We" instead of "I," mid set out the full name Special proxy.

ofthefrm'], , of , a creditor [or "a contributor}^ "], hby appoint ^'^r^ ''^ °^

Inhere insert either {but not both) "Mr. , of ," or " the off recr in

the above matter,"] as ["my" or "our"] j^roxy at the meeting of

creditors [_or " contributories"] to be held on the day of ,

189 — , or at any adjournment thof, to vote [_here insert the icord "for"



184 WINDING-UP BY THE COURT. [ChAP. XVII.

or the ivord "against," as the case may require, and specify the parti-
cular resolution^.

Dated this day of , 189—.

Signed \_i/ a firm, sign thefii-ni's trading title, and
add "■ by A. B., partner in the sd firm." As to
signature by agent, see footnotes 2 and 3.]
Signature of witness \_the signature of the creditor (or contributo?y)
appointing a proxy must not be attested as tvitness by the person
nominated as proxy~\.
Address .

Notes.

1 . A creditor may give a special proxy to any person to vote at any specified
meeting or adjournment thereof on all or any of the following matters : —

(rt) For or against the appointment or continuance in office of any specified person
as liquidator or as member of the committee of inspection.

(i) On all qviestions relating to any matter, other than those above referred to,
arising at a specified meeting- or adjournment thereof.

2. The authorized agent of a corporation may fill up blanks and sign for the
corporation, thus : — -

' ' For the company,

" , J.S. (duly authorized under the seal of the company)."

3. A^ proxy given by a creditor [or contributory'^ may be filled tip and signed by any
person having a general authority in writing to sign for such creditor. Such person shall
sign : —

, J.S. {duly authorized by a general authority in writing

to sign on behalf of

{Name) .)

\_The ojicial receiver or liquidator may require the authority to sign to be produced
for his i)ispection.']



Certificate to be signed by Person other than Creditor [or ^^ Contributory^^']
filling up the above Proxy.

I, , of , being a \here state whether clerk or manager in the

regular employment of the creditor (or contributory), or a commissioner
to administer oaths in the Supreme Ct~\, hby certify that all insertions
in the above proxy are in my own handwriting, and have been made

by me at the request of the above-named , and in his presence

before he attached his signature [or mark] thereto.

Dated this day of , 1 89 — .

(Signature) A. B.

Tlio proxy must bo lodged with the off recr not later than the time
named for that purpose in the notice convening the meeting at which
it is to bo used.

And see notes to Form 158.

Hk; following extracts from the Companies (Winding-up) Act, and Rules as to



I



FIRST MEETINGS OF CREDITORS AND CONTRIBUTORIES. 185

Proxies, are indorsed on each form of special proxy issued to creditors and contri-
butories : —

[Schcd. I. of the Act of 1890.— Rr. 12—14; r. 125 of 1890; Sched. I., r. 19;
r. 123 (2) of 1890, as indorsed ou general proxy. See notes to Form 158.]

Sched. I. of the Act of 1890, r. 16. — A creditor or a contributory may give a
special proxy to any person to vote at any specified meeting, or adjournment
thereof: —

(a) For or against the appointment or continuance in office of any specified
person as liquidator or member of the committee of inspection ; and

{/>) On all questions relating to any matter, other than those above referred to,
and arising at any specified meeting or adjournment thereof.

[Sched. I. r. 17 ; r. 30 of 1892 ; and Sched. I. r. 24, as indorsed on general
proxy.]

{Title.) Porm 160.

Ux parte the Off Eecr.



meetm£



The off recr aud prov liqr in the above matter hereby applies to the an^o'^rder'"^

Ct for an extension of time to the clay of , 189 — , for holding extending

the first meetings of creditors and contributories on the following^ ^™®
ground : —

That the statement of affairs was submitted to me on the day

of , 189 — , the time for submitting the same having been extended

by me to that date.

Dated the day of , 189—.

Off liecr and Prov Liqr.

Mr. Eegistrar Hood, day of , 189 — .

Let the time for holding the first meetings of creditors and contri-
butories in the above matter be extended to the day of ,

189—.

H. H., Registrar.

The above form was used under Sched. I. r. 1, of the Act of 1890, and r. 45 now
annulled (p. 17C), and the form maybe utihzed for applications under E. 1, Sched. I.,
supra, p. 172.

{Title.) Form 161.



I, , a clerk in the office of the off recr, hereby certify : Certificate of

1. That I did on the day of , 189 — , send to [each creditor notic^^ °

mentd in the statement of affairs, or each contributory mentd in the (general).
register of members of the coy, or as the case may 5e], a notice of the jggg
time and the place of the first meeting [o;- "a general meeting," or
" adjourned general meeting," or as the case may ^e], in the form here-
unto annexed marked "A."

Paragraphs 2, 3, and 4, as in No. 27. [See^os^, Form 399.]

(Signature)

Dated .

This only applies when the meeting is summoned by the oflficial receiver.
See Rr. 50 and 55 of 1890, supra.



186



WINDING-UP BY THE COURT. [ChAP. XVII.



Form 162.

Authority to
deputy to act
as chaii'inau
of meetuigs
and use
proxies.
Form 25 of
1890.



Form 163.

Memoraudum
of adjourn-
ment of first
or other
meeting.
Form 29 of
1890,



{Title.)
-, the off recr, do liereLy nominate Mr.



of



-, to be



the chairman of the first meeting of creditors [or contributories] in

the above matter, appointed to be held at , on the day

of , 189 — , and I depute him [Jiere insert "being a person in my

employment or under my official control, or being an officer of the
Board of Trade"] to attend such meeting and use, on my behalf, any
proxy or proxies held by me in this matter.

Dated this day of , 189 — .

, Off Eecr.

As to the power of the official receiver to depute someone to use his proxies, see
R. 124 of 1890, supra, and to act as chairman, Sched. I., R. 5, supra.



Before



at



on the



{Title.)
■ day of



189— , at



o'clock.



Memoi'andum. — The first meeting oi[i7isert "creditors" or "con-
tributories " as the case may he'] in the above matter was held at the
time and place above mentd ; but it appearing that [here state reason

for acljotirmnent] the meeting was adjourned until the ■ day of ,

189 — , at o'clock in the noon, then to be held at the same

place.

, Chairman.



I



Form 164.

Notice to
creditor and
contributory
of adjourned
first meeting.



{Title.)
Take notice, that the first meeting of ["creditors" or "con-
tributories "] in the above matter, held on the day of ,

189 — , at , was adjourned to the day of , 189 — , and will



accordingly be held at
noon.



Dated this



day of



on the sd day, at



189-



o'clock in the



G. S. Barnes, Off Eecr and Prov Liqr,

33, Carey Street, Lincoln's Inn, London, "W.C.

For notice of fresh first meeting, see Form 154a.



Form 165.

Memorandum
of jiroceodings
at adjourned
first meeting
(no fj>ioriir[i).
Fonri ;jO of
1890.



Before



at



on the



{Title.)
day of



189— , at



■ o'clock.



Memorandum. — Tlio adjourned mooting of [insert "creditors" or
"contribut(jrios" as the case may he'] in the above matter Avas held at
tlio time and place above mentd ; but it appearing tliat there was not a
rpioriiiu of [insert " croditor.s" or "contributories" as the case may he]
qualified to vote present or represented, no resolution was passed, and
the meeting was not further adjourned.

, Chairman.



FIRST MEETINGS OF CREDITORS AND CONTRIBUTORIES.



187



Meetine: lield at



this



{Title.)
— day of



189-



Consecutive
Number.



Names of creditors {or "contributories"] present
or represented.



Total number of creditors [o
present or represented.



'contributories"]



Form 166.

List of
creditors or

contributories
Amount of proof [in case of assembled to

contributories insert two r i .'

columns /leaded "number oe usea at
of shares," "number of every meet -
votes accordingr to tlie inrr.
regulations of the com- ■p,'^'„ oi „*
pany'M. x onn oi oi

^ ^ ^ 1890.



{Tiile.)

We, the undersigned, being creditors [or "contributories"] assembled

at the meeting in the above matter, duly held at this

day of • , 189 — , in accordance with the provisions of the sd Acts,

do hby vote against the resolution now jDroposed, viz. : — That
l^Here state resolution proposed.']

Then follow in the case of creditors three columns headed respectively
"number," "signatures of dissenting- creditors," "amount of proof," and, in the
case of contributories, four columns, headed respectively, "number," "signatures
of dissenting contributories," " number of shares, " "number of votes according to
the regulations of the company."

At the foot of the list is the signature "A. B., chairman."



Form 167.

Division list



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 29 of 134)