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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of creditors
or contribu-
tories dis-
senting.



{Title.]



Form 168.



We, the undersigned, being creditors [or contributoriesl assembled ^^zr^"- — T~r

° ' ° >- -J Division list



at the
day of



meeting in the above matter, duly held at



this



of creditors or



, 189 — , in accordance with the provisions of the said Acts, contributories

•^ ' assenting.



do hereby vote in favour of the resolution now proposed, viz. ; — That

\_Here state proposed resolution.']

Then follow three columns headed respectively "number," "signatures of
assenting creditors," and " amount of proof , " with the signature of the chairman
as in the last form, or in the case of contributories four columns as in last
form.



In the matter, &o. Form 169,

I, A. B., the off recr of the Ct \or as the case may he\ chairman of a r

, . ,- -T 1 Keport of

meeting of the creditors \or contributories] of the above-named coy, result of

_ meeting of



summoned by advertisement in the



of the



day of



188



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



creditors

contribu-

tories.

(General

Form.)

Form 32

1890.



of



189 — , and in the London Gazette of the day of , and

by notice dated, &c., and held on the day of , 189 — , at ,

in the countj^ of , do hereby report to the Ct the result of such

meetings as follows : —

The sd meeting was attended, either personally or by proxy, by •



creditors, whose proofs of debt against the sd coy were admitted for

voting purposes, amounting in the whole to the value of /. \or

by contributories, holding in the whole shares in the sd



coy, and entitled resply by the regulations of the coy to



votes].



The cjuestion submitted to the sd meeting was, whether the creditors
\or contributories] of the sd coy wished that"''' \_here state proposal sub-
mitted to the meeti7ig~\.

The sd meeting was of opinion that the sd proposal should \_or
should not] be adopted [or the result of the voting upon such question
was as follows : — ]

The undermentioned creditors [or contributories] voted in favour of
the sd proposal being adopted : —



Name of Creditor
[or Contributory].



Address.



Value of Debt

[or Number of Shares].



Number of Votes conferred
on each Conti ibutory by the
Regulations of the Company.



* The common form report used by the official receiver states the ' ' proposal
submitted" as follows: — " Whether the creditors, &c., wished that an application
should be made to the Court for appointing a liquidator in the place of the official receiver
and committee of inspection "



The undermentioned creditors [or contributories] voted against the
sd proposal being adopted : —



Name of Creditor
\_or Contributory].



Addi-ess.



Value of Debt
[or Number of Shares].



Number of Votes conferred
on each Contributory by the
Regulations of the Company.



Dated this



day of



189—.



(Signed)



H. T.,

Chairman.
E. 63 (1) of 1890. — Ah Boon as poHsiblc after the first meetings of creditors and
contribiitdricH have bf^fii lield, tlio official receiver, or the chairman of the meeting,
as the case may be, shall report the result of each meeting to the Court.



FIRST MEETINGS OF CREDITORS AND CONTRIBUTORIES. 189

The following are some examples of decisions reported : — Form 170,

" The sd meeting" was of opinion that an applicon sliould ho made to Other reports

,<-, .,..11 C1PP 1 • o ^^ results of

the Ct to appoint a hqr in the place of the off recr and a committoe of meetings,
inspection, and it was unanimously resolved that an applicon be made

to the Ct to appoint Mr. , of , chartered accountant, as liqr,

and A., B., and C, contributories, as a committee of inspection, to act
with those, if any, appointed by the creditors."

" It was unanimously resolved that no applicon be made to the Ct
to appoint a liqr in the place of the off recr, but that an ajiplicon be
made to appoint A., B., and C, contributories of the above co}', as a
committee of inspection to act with those nominated by the creditors."

*'And it was unanimously resolved that no applicon be made to
appoint a liqr or a committee of inspection."

As to the procedure to be followed after the report is filed, see Chap. XVIII.



Sometimes the official receiver makes a further report before the hearing ;

{Title.) j-orm 171.



The off recr, for the further information of the Ct, in considering the Further
determinations of the meetings of the creditors and contributories, ^^port.
reports the following facts : —

1. At the meeting of, »S:c.

2. The ed A. B. was one of the promoters of the coy, and, &c.



190



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



CHAPTEE XYIII.



APPOINTMENT OF LIQUIDATOR AND COMMITTEE OF INSPECTION.



Power to
appoint liqiii-
dator (Act of
1862).



Provisional
liquidator.



Style of liqui-
iator.



First meet-
ings.



As to provisional liquidators, see supra, Chap. X.

Sect. 92 of 1862. — For the purpose of conducting the proceedings in winding-up
a company, and assisting the Court therein, there may be appointed a person or
persons to be called an [official] liquidator or [official] liquidators ; and the Cotirt
having jurisdiction may appoint such person or persons, either provisionally or
otherwise, as it thinks fit, to the office of [official] liquidator or [official] liquidators ;
in all cases, if more persons than one are appointed to the office of official liquidator,
the Court shall declare whether any act hereby required or authorized to be done by
the official liquidator is to be done by all or any one or more of such persons. TJte
Court may also detennine whether any and xvhat security is to be given by any official
liquidator on his appointment ; if no official liquidator is appointed, or during any
vacancy in such appointment, all the property of the company shall be deemed to
be in the custody of the Court.

The words in italics are repealed as to proceedings commenced after the 31st
December, 1890 (see sects. 31, 33, and 34 of 1890) ; and the above section is further
qualified by the following provisions.

Moreover, as appears above, p. 96, the Court now has no power to appoint a pro-
visional liquidator after the making of a winding-up order ; for on a winding-up
order being made the official receiver becomes provisional liquidator by virtue of his
office. And the section is also modified as to the title to be given to the liquidator
as appears below.

Sect. 4 (3) of 1890. — When a person other than the official receiver is appointed
licjuidator of a company, he shall be styled liquidator, and not official liquidator of
the company, and the provisions of the Companies Acts relating to the official
liquidator shall, in their application to him, be construed as if the word " official "
were omitted therefrom. Such a person shall not be capable of acting as liquidator
until he has notified his appointment to the Registrar of Joint Stock Companies,
and given security in the manner prescribed to the satisfaction of the Board of
Trade.

Sect. 6 of 1890. — (1.) When the Coiu-t has made an order for winding-up a com-
l^anj'- the official receiver shall summon separate meetings of the creditors and
contributories of the company for the purpose of —

(«) Determining whether or not an application is to be made to the Court for

appointing a liquidator in the place of the official receiver ; and
(i) Determining whether or not an application is to be made to the Court for the
appointment of a committee of inspection to act with the liquidator, and
who arc to be the members of such committee if appointed.
The Court may make any appointment and order required to give effect to any-
such dtttrmination, and if there is a difference between the determinations of the



LIQUIDATOR AND COMMITTEE OF INSPECTION. 191

meetings of the creditors and contributories in respect of any of the matters men-
tioned in the foregoing provisions, the Court shall decide the difference and make
Buch order thereon as the Court may think fit.

(2.) The provisions of the first schedule to this Act shall, subject to such modifi-
cations as may be made therein by general rules, apply to any meeting summoned
in pursuance of this section.

(3.) In case a liquidator is not appointed by the Court, the official receiver shall
be the liquidator of the company.

According to Johannisberg Gold, ^c. Co., (1892) 1 Ch. 583, decided before the
alteration in r. 63, noticed below, the Court is in no way bound to give effect to
the determinations of the meetings. It may abstain from maldng an order, and
thus allow sub-sect. 3 to operate ; or may appoint another outside liquidator. Land
Development Ana., "W. N. (1892) 23.

E. 63 of 1890. — (1.) As soon as possible after the first meetings of creditors and Report of
contributories have been held, the official receiver, or the chairman of the meeting, result,
as the case may be, shall report the result of each meeting to the Court. \_Supra,
p. 167. He may also express his opinion. Johanmnhcrg Gold, ^c. Co., (1892) 1 Ch.
583.]

(2.) Upon the result of the meetings of creditors and contributories being reported to the
Court, the Court may, if the creditors and contributories are unanimous (supra, p. 172)
in their determination, upon the application of the official receiver, forthwith make the
appointments necessary for giving effect to such determination. In any other ease the
Court shall, on application by the official receiver, fix a day for considering the determi-
nations of the meetings, deciding differences {if any), and making such appointments and
orders as shall be necessary. [Modified, see below, r. 2 of 2 Ap. 1895.]

(3.) When a time and place have been fixed for the consideration of the deter- Advertise-
minations of the meetings, such time and place shall be advertised by the official ™ent, &c.
receiver in such manner as the Covirt shall direct, but so that the first or only j- • , ,
advertisement shall be x^ublished not less than seven days before the day so fixed.

(4.) Upon the consideration of the determinations of the meetings the Court shall
hear the official receiver and any creditor or contributoiy. [As to the weight to be
given to the wishes of creditors, see Bloxtvich Iron Co., "W. N. (1894) 111.]

(5.) If a liquidator is appointed, a copy of the order appointing him shall be
transmitted to the Board of Trade by the official receiver, and the Board of Trade
shall, as soon as the liquidator has given security, cause notice of the appointment
to be gazetted. The expense of gazetting notice of the appointment shall be paid
by the liquidator, but may be charged by him on the assets of the company.

R. 2 of 2 April, 1895. — Sub-sect. 2 of r. 63 of the Companies Winding-up Rules, New practice.
1890, is hereby annulled, and instead thereof the following rule, which may be
cited as r. 63 (2a), shall have eft'ect: — -"Upon the result of the meetings of creditors
and contributories being reported to the Court, the Court may, if the meeting of
creditors and the meeting of contributories 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 efi:ect 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 necessaiy."

R. 64 of 1890. — Eveiy appointment of a liquidator or committee of inspection Advertise-
shall be advertised by the liquidator in such manner as the Court directs immediately men t of
after the appointment has been made and the liquidator has given the required ^PPO"i ment.
security.

K. 65 of 1890. — In case of the death, removal, or resig-nation of a liquidator, New liqui-
dator.



192



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



Style when
official
receiver is
liquidator.

Committee of
inspection.



another may be appointed in his place in the same manner as directed in the case of
a first appointment, and the official receiver shall on the request of not less than
one-tenth in value of the creditors or contributorics summon meetings for the pur-
pose of determining whether or not the vacancy shall be filled.

R. 66 of 1890. — When the official receiver is liquidator of a company he shall be
styled " official receiver and liquidator."

Sect. 9 (1) of 1890. — A committee of inspection appointed in pursuance of this
Act shall consist of persons being creditors or contributorics of the company or
persons holding general powers of attorney from such persons in such proportions
as may be agreed on by the meetings of creditors and contributorics, or as, in case
of difference, may be determined by the Court.

Sect. 9 (9) of 1890. — If there be no committee of inspection, any act or thing
or any direction or permission by this Act authorized or required to be done or
given by the committee may be done or given by the Board of Trade on the
application of the liquidator.

R. 169 of 1890. — Wliere there is no committee of inspection, any functions of the
committee of inspection which devolve on the Board of Trade may, subject to the
direction of the Board, be exercised by the official receiver.

But the liquidator cannot in such a case make a call without obtaining the leave
of the Court. E. 92 (5) of 1890.



Form 172. I^^t, &c. [«s in Form 10], on the hearing- of an applicon of the off
~ reer, the fprovl liqr of the above-named coy, that the reports of the

Simimonsto ' '-,"'. o -,. i -i • -i

consider results of the meetings of creditors and contributories may be consi-

reports of first (Jered, and such appointmentrsi made thereon as may be deemed
meetmgs. -t-t -i

expedient. \_Add date, seal, note, ^-c, as tti Form 10. J

Note. — This is the form now used after first meetings, whether there are dif-
ferences or not.



Form 173.

Summons
used after
Bubsequent
meeting when
a liquidator or
committee-
man has died,
&c.

Form 174.

Summons for
appointment
of committee
of inspection
(resohitions
id(;ntical in
effect).



Let, &c., on the hearing of an applicon of the off recr, the [prov]
liqr of the above-named coy, that the reports of the results of the
meetings of creditors and contributories held on the, &c., may be
considered, and the differences arising thereon be determined by
the Ct.



Lot, &c., on the hearing of an applicon of the off recr, the liqr of the
above-named coy, that the Ct may consider the determinations of the
meetings of creditors and contributories of the above-named coy, as

reported to the Ct on the day of , and the day of ,

resply, and may appoint the following creditors and contributories of
the sd coy to be a committee of inspection to act with the liqr,

namely, A., of , and B., of , creditors of the sd coy, and C,

of , and 1)., of , contributorics of the sd coy.

The above and the following form which were in use appear to have been sui^cr-
scded by Fomi 172.



LIQUIDATOR AND COMINIITTEE OF INSPECTION. 193

Let, &c., on the applicon of the off recr, the liqr of the above-named Form 175.
coy, that the Ct may consider the determinations of the meetings of Summons to
creditors and contributories of the above-named coy, as reported to the *|?£'"^^
Ct by the assistant off recr on the 19th Sept. 1892, and that the Ct (resolutions
may make such appointments and orders as to the Ct shall appear ^'"^^ identical),
necessary.

In the matter of the Company, Limited. Form 176.



Take notice, that Mr. Registrar has appointed Tuesday, the Advertise-

■ day of , 189—, at his Chambers, Bankruptcy Buildings, Carey J^^^^^J^^^i*!^!



Street, London, W.C., as the time and place for the consideration of ing deter-
mination (
first meetina:s.



the resolution and determinations of the meetings of creditors and con- """ation ct



tributories and for deciding differences therein, and for making such
order or appointments as to the Ct shall appear necessary or advisable.

Dated this day of , 189 — .

, Off Recr and P?-ov L'lqr,

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

As to advertising, see r. 63 (3) of 1890 above.

At this stage the official receiver sends to the Board of Trade a "First Report on
Proceedings up to and at fii'st Meeting."



Upon the applicon of , off recr and prov liqr of the above-named Form 177.

coy by summons dated &c., and upon hearing the applicant in person q^J^^

and , and upon reading the order to wind up the sd coy dated &c., appointing

and the reports of the off recr of the results of the meetings of creditors committee of
and contributories made to the Ct, and respectively dated the (tc, the inspection.

memorandum of advertisement in the news^oaper of the 1890^ as *^

189 — , and the affidavit of . It is ordered that , of , be altered and

appointed liqr of the above-named coy. thtTofficial^^

If a committee of inspection is appointed., add: — And it is ordered receiver,
that the following persons be appointed a committee of inspection to

act with the sd , liqr, namely : — &c. And it is ordered that the

sd liqr do, within twenty- one days from the date of this order, give
security to the satisfaction of the Board of Trade in the manner
provided by the Co's (Winding-up) Eules, 1890. And notice of this
order is to be gazetted and advertised in the &c.

The order also describes the persons appointed committeemen as creditors or
contributories, or both, as the case may be. See Lyric Club, 00124 of 1892,
Vaughan Williams, J., 21 Ap. 1893.

In some orders a committeeman is described as "holding a general power of
attorney for A. B."

The time usually limited for giving security is twenty-one days.
P. O



194



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



Form 178.

Order

appointing

official

receiver and

another

liquidators.



Upon the applicon of S., the off recr, &c., Order that the applicant
S., and P., of, &c., he appointed joint liqrs of the ahove-named coy,
but so that the sd S. be at liberty to realize the assets of the sd coy
only in respect of any acts of misfeasance, breach of trust, or the like,
and his remuneration of whatsoever kind under the Cos ("Winding-up)
Act as such liqr as afsd be limited accordingly. \_Appoint committee of
mspection.'] And it is ordered that the sd P. do within twenty-eight
days fi'om the date of this order give security to the satisfaction of the
Board of Trade, &c. Morewood and Heathfield, Limited, 0145 of 1892,
, Eegr., 29 July, 1892. See Form 182.

Under sect. 92 of 1862 {infra, p. 206), the Court has power to declare whether
any act is to be done by all or any one or more of the joint liquidators.



Form 179. Upon the applicon of
~ 7~ T coy, by summons dated ■

Appointment '' ''
of committee
of inspection
(meetings
unanimous).



-, the off recr and liqr of the above-named
■ , 1893, and upon hearing the appli-



cant in person, and upon reading the order, &c., and the reports of
the result of the meetings of creditors and contributories of the above-
named coy, both dated , 1893, it is ordered that the follow-
ing persons be appointed a committee of inspection to act with the
applicant, the off recr and liqr of the above-named coy, that is to say,
A., B., and C, all being creditors of the above-named coy, and D., E.,
and P., all being contributories of the above-named coy. Schooling
^- Co., 009 of 1893. Eegr., 28 Ap. 1893.



Form 180.

Appointment
of committee ;
no quorum of
creditors ;
contributories
desiring
official

receiver to be
liquidator.



Upon the a]Dplicon of C. J. S., the off recr and liqr of the above-
named coy, by summons dated, &c., and uj)on hearing the applicant in
person, and upon reading the report of the result of the meeting of
creditors held on the 9th of Feb. 1892, when a quorum of creditors
not being present it was adjourned to the 16th of Feb. 1892, on which
day a quorum not being present the meeting was not further
adjoui'ned (which report is dated the 16th Feb. 1892), and the report
of the result of the meeting of contributories, dated the 16th Feb.
1892, whereby it appears that it was unanimously resolved that no
applicon should be made to the Ct to appoint a liqr in the place of the
off recr, but that an applicon should be made to appoint the persons
hnftr named as a committee of insj)ection to act with the appHcant as
the liqr of the above-named coy, all the sd persons appearing by the
sd last-montd report to be contributories. It is ordered that a com-
mittee of inspection to act with the liqr in the winding-up of the Eock
Investment Trust, Limtd, bo appointed, and it is ordered that the
following persons, all resply contributories of the sd coy, bo appointed
as members of such committee of inspection accordingly, that is to say



LIQUIDATOR AND C03»IMITTEE OF INSPECTION. 1^^5

[^iiames and addresses^. Rock Investment Trust, OOOGG of 1891, North, J.,
1 Mar. 1892. B. 220.



Upon applicon of S., the off roer, and upon hearing the applicant in Form 181.
person, and counsel for A. B. and other creditors of the coy, and the Appointment
solors for C. D. and others, contributories of the coy, And upon reading of official
the order to wind up, dated &'c., the two reports of the results of meet- [^^'^|d"tor'*
ings of creditors and contributories of the co}', both dated &:c., the and creditors
preliminary report to the Ct by the sd off recr and prov liqr, dated &c., foi^p^°^*'^^^"I
and the memorandum of advertisement in the Times and Standard mittee of
newspapers, and in the London Gazette^ of, &c.. It is ordered that the "^spection.
applicant, the sd S., be appointed the liqr of the coy ; And it is ordered
that P. of (S:c., J. of &c., being creditors, and W. of &c., S. of &c., and
H. of (Src, being contriliutories of the above-named coy, be appointed
a committee of inspection to act with the sd liqr. Royal Trusts Assets,
^T. Corporation, 0041 of 1892. Hope, Eegistrar, 22 Aug. 1892.



Upon the applicon of S., the off recr, and one of the liqrs of the Form 182.
above-named coy, by summons, dated &c., and upon hearing the appli- Order rescind-
cant in person, and upon reading the order to wind up, dated &c., the i^o appoint-
two reports of the meetings of creditors and contributories of the sd liquidator,
coy, dated &c., the order dated &c., appointing the applicant and P. ^nd appoint-
joint liqrs of the above-named coy with a committee of inspection, and receiver.'
the report of the off recr, dated &c.. It is ordered that the sd order,
dated (Stc, so far as regards the ajipointment of liqrs, be rescinded, and
that the applicant S. be appointed sole liqr of the above-named coy.
Morcwood and Heathfield, Limtd, 0145 of 1892. Eegr., 8 Dec. 1892.

By r. 68 of 1890, if a liquidator fail to give secm-ity -within the proper time, the
Court, on the report of the official receiver, may rescind the order appointing him ;
and it is presumed that the above order was made in such a case, for otherwise there
is no jurisdiction to rescind, and although there is a power to remove a liquidator,
quccre whether the Court has power to appoint even the official receiver in his place,
"except in the same manner as directed in the case of a first appointment." (See
r. 65 of 1890, supra, p. 191.)



This must bo in accordance with Part 6 of the form substituted for Form 86 of Form 183.

1890 by the Board of Trade Order of the 13th February, 1891, which wHl be found

in Form 15. ^o"ff ^oj

gazette of
The notice must be sent to the Board of Trade, 4, Whitehall Yard, S.W., by appointment

the liquidator, together with a 5s. companies (winding-up) stamp, as soon as the of liquidator.

liquidator receives notice that his security is perfected. The amount may be charged

against the assets. See sect. 63 (o) of 1890, supra.

Until security is given, and the appointment is notified to the Eegistrar of Joint

Stock Companies, the liquidator cannot act. See sect. 4 (3) of 1890, supra.

o2



196



WINDING-Ur BY THE COURT. [ChAP. XVIII.



Form 184.

Advertise-
ment of ap-
pointment of
liquidator.
Form 36 of
1890,



In the matter, &c.

By order of the , dated the day of , 189 — , Mr. ,

of , has been appointed liqr of the above-named coy with [or



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 30 of 134)