Charles Mac Naughten Sir Francis Beaufort Palmer.

Company precedents for use in relation to companies: subject to ..., Volume 2 online

. (page 139 of 152)
Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 139 of 152)
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the Court, at the date of the dissolution of the company, unless at such
date any funds or assets of the company remain unclaimed or undistribated
in the liands or under the control of the liquidator, or any person who hat
acted as liquidator, in which case the winding-up shall not be deemed to
be concluded until such funds or assets have either been distributed or psid
into the companies liquidation account at the Bank of England.

172. The statements with respect to the proceedings in and position of a liqui-
dation of a company, the vnnding-up of which is not concluded within a year after
its commencement, shall be sent to the Begistrar of Joint Stock Companies twice in
every year as follows : —

(1.) The first statement, commencing at the date when a liquidator was first
appointed and brought down to the end of twelve months from the ocm-
mencement of the wmding-up, shall be sent within thirty days from the
expiration of such twelve months, or within such extended period as &e
Board of Trade may sanction, and the subsequent statements shall be sent
at intervals of half a year, each statement being brought down to the end
of the half year for which it is sent.

(2.) Subject to the next succeeding rule. Form No. 92, with such yaiiations as
circumstances may require, wall be used, and the directions specified in
the Form shall (unless the Board of Trade oth^wise direct) be observed in
reference to every statement.

(3.) Every statement shall be sent in duplicate, and shall be verified by an
affidavit in the Form No. 93, with such variations as ciroumstanoes may
require.

178. Where a liquidator has not during any period for which a statement has to
be sent received or paid any money on account of the oompany, he shall at the
period when he is required to transmit his statement, send to the registrar of joint
stock companies the prescribed statement in the Form No. 92, in dupli«ite containing'
the particulars therein required with respect to the proceedings in and positian of
the uqoidation, and with such statement shall also send an affidavit of no reeeipta
or payments in the Form No. 93.



Payment of

undistributed

and unclaimed

money into

oompaDies

liquidation

aooount.

p. 810



Unolaiicsd Funds and IJndistbibxjtbd Assets in thb Hands of ▲ liiQinDAiOB

(p. 310).

174.— (1.) All money in the hands or under the control of a liquidator of a
oompany representing unclaimed dividends, which for six months from the date
when the dividend became payable have remained in the hands or under the control
of the liquidator, shall forthwith, on the expiration of the six months, be paid into
the companies liquidation account.

(2.) All other money In the hands or under the control of a liquidator of a com-
pany, representing unclaimed or imdistributed assets, which under sub-section 3 of
section 16 of the Act of 1890, the liquidator is to pay into the companies
liquidation account, shall be ascertained as on the date to which the state-
ment of receipts and payments sent in to the Reg^rar of Joint Stock Com-
panies is brought down, and the amount to be paid to the companies liquidation
aooount shall be the minimum balance of such money which the liquidator has had
in his hands or under his control during the six months immediately preceding the
date to which the statement is brought down, less such part (if any) thereof as the
Board of Trade may authorize him to retain for the immediate purposes of the
liquidation. Such amount shall be paid into the companies liquidation acooont
within fourteen days from the date to which the statement of account is farougbt
down.

(3.) Notwithstanding anything in this rule, any moneys representing unclaimed
or undistributed assets or dividends in the hands of the liquidator at the date of Um
dissolution of the company shall forthwith be paid by him into the companies
liquidation account.

(4.) A liquidator whose duty it is to pay into the companies liquidation aooovnt
at the Bank of England, money representing unclaimed or undistributed assets of
the company shall apply in such manner as Uie Board of Trade ^all direct to the
Board of Tiide for a paying-in order, which paying- in order shall be an authority
to the Bank of England to receive the payment.

(5.) Money at the credit of the account of the official liquidator of a company
irith the Bimk of England shall be deemed to be money under the oontrol oif



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Companies Winding-up Rules, 1903- Rules of 1903 1067

Buch official liquidator, and when such money has remained unclaimed or imdistri-
buted for six months after the date of receipt it shall be transferred to the
oompaoies liquidation account^ and the official liquidator and master of the
Chancery Division of the High Court attached to the judge in whose chambers the
winding-up is proceeding shall draw and sign such cheques or orders as may be
necessary for the transfer of the money. An application to the Board of Irade
for payment out of moneys so transferred shall be signed by the liquidator and
countersigned by the said master.

(6.) Money invested or deposited at interest by a liquidator shall be deemed to be
money under his control, and when such money forms part of the minimum balance
payable into the companies liquidation account pursuant to clause 2 of this rule,
the liquidator shall r^Edize the investment or wiuidraw the deposit, and shall pay
the proceeds into the companies liquidation account, provided that where the
money is invested in Government securities, such securities may, with the per-
mission of the Board of Trade, be transferred to the control of the Board of
Trade instead of being forthwith realized and the proceeds thereof paid into the
companies liquidation account. In the latter case, if and when the money repre-
sented by the securities is required wholly or in part for the purposes of the
liquidation, the Board of Trade may realize the securities wholly or in part and
pay the proceeds of realization into the companies liquidation account and deal
with the same in the same way as other monies paid into the said account may be
dealt with.

175. Every person who has acted as liquidator of any company, whether the liquidator to
liquidation has been concluded or not, shall furnish to the Board of Trade particulars f^'™^. "^\
of any money in his hands or under his control rejpresenting unclaimed or undis- ^SSof^rSlde
tributed assets of the company and such other particulars as the Board of Trade 01 1
may require for the purpose of ascertaining or getting in any money payable into ^'
the companies liquidation account at the Bank of England. The Board of Trade
may require such particulars to be verified by affidavit.

176. — (1.) The Board of Trade may at any time order any such person to submit Board of Trade
to them an account verified by affidavit of uie sums received and paid by him as ™*^flS^ '°'
liquidator of the company, and may direct and enforce an audit of the account. accounts.

(2.) For the purposes of section 15 of the Act of 1890, and the rules, the Court |> 311 *
shall have, and, at the instance of the Board of Trade, may exercise aU the powers
conferred by the Bankruptcy Act, 1883, with respect to the discovery and realization
of the property of a debtor, and the provisions of Part I. of that Act wiUi respect
thereto shall, with any necessary modification, apply to proceedings under section 15
of the Act of 1890.

177. An application by the Board of Trade for the purpose of ascertaining and Application to
getting in money payable into the Bank of England pursuant to section 15 of the ^% Court for
Act of 1890, shall be made by motion, and where the winding-up is by or under the Scouu^^md
supervision of the Court shall be made to and dealt with by the judge, and in a getting in.
voluntary winding-up shaU be made to and dealt with by the judge of the High money.
Court. p. 811

178. An application by a person claiming to be entitled to any money paid into Application for
{he Bank of J^igland in pursuance of section 15 of the Act of 1890, shall be made payment out by
in such form and manner as Uie Board of Trade may from time to time direct, and ^^'^^ entitied.
shall, unless the Board of Trade otherwise directs, be accompanied by the

certificate of tiie liquidator that the person claiming is entitled, and such further
evidence as the Board of Trade may dureot.

179. A liquidator who requires to make payments out of monej paid into the Application by
Bank of England in pursuance of section 15 of the Act of 1890, cither by way of liquidator for
distribution or in respect of the cost and expenses of the proceedings, shall apply in P»ym«it out.
such form and manner as the Board of Trade may direct, and the Bjard of IVade

may thereupon either make an order for payment to the liquidator of the sum
required by him for the purposes aforesaid, or may direct cheques to be issued to
the liquidator for transmission to the persons to whom the payments are to be
made.

RbLEASB of LiQtnDAXOB IN A WusnUKQ-'UV BT IHB COTTBT (Ch. 60).

180. — (I.) A liquidator in a winding-up by the Court before making application Proceedings for
to the Board of Trade for his release, shall give notice of his intention so to do "^eaje of
to all the creditors who have proved their debts and to all the contributories, li^^i^ator.
and shall sood with the notice a summary of his reoeipta and payments as
liquidator.



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1068



Appendix B.



Appointment.



(2.) When the Board of Trade have granted to a liqnidator his release, a notice
of the order granting the release shall be gazetted. The liquidator shall proTide
the requisite stamp fee for the Gazette^ which he may charge against the oompeny's
assets.

Official Beceivebs asd Boabd of Tbabb (p. 197).

181. — (1.) Judicial notice shall be taken of the appointment of the official re*
ceivers appointed hj the Board of Trade.

(2.) When the Board of Trade appoints any officer to act as deputy for or in the
place of an official receiver, notice thereof shall be g^ven by letter to the Court to
which such official receiver is or was attached. The letter shall specify the duration
of such acting appointment.

(3.) Any person so appointed shall, during his tenure of office, have all the status,
rights, and powers, and be subject to all the liabilities of an official receiver.

182. Where an official receiver is removed from his office by the Board of
Trade, notice of the order removing him shall be communicated by letter to the
Court to which the official receiver was attached.

188. The Board of Trade may, by general or special directions, determine what
acts or duties of the official receiver in relation to the winding-up of companies are
to be performed by him in i>er8on, and in what cases he may £soharge his functiona
through the agency of his clerks or other persons in his tegnlar employ, or under
his official control.

Assistant official 184. An assistant official receiver, appointed by the Board of Trade, shall be an

r^ceiveni. officer of the Court, like the official receiver to whom he is assistant, and, subject to

p. 198 the directions of the Board of Trade, he may represent the official receiver in all

proceedings in Court, or in any administrative or other matter. Judicial notice

shall be taken of the appointment of an assistant official receiver, and he may be

removed in the same manner as is provided in the case of an official receiver.



Bemoval.
p. 197



Personal per-
formance of
duties.

p. 198



Power of officers
of Board of
Trade and
official receivers'
clerks in certain
coses to act for
official receivers.

p. 198

Daties where no
assets.

pp. 198, 261

Accounting by
official receiver.

pp. 198, 299



Official receiver
to act for Board
of Trade where
no committee of
inspection.

pp. 198, 261

Appeals from
Board of Trade
anJ official



p. 198

Applications
under sect. 26 (2)
of Act of 1890.

p. 807



185. In the absence of the official receiver any officer of the Board of Trade duly
authorized for the purpose by the Board of iTrade, and any clerk of the official
receiver duly authorized by him in writing, may by leave of the Court act on behalf
of the official receiver, and take part for him in any public or other examinatkm
and in any unopposed application to the Court.

186. Where a company against which a winding-up order has been made has
no available assets, the official receiver shall not be required to incur any expense
in relation to the winding-up without the express directions of the Board of Trade.

187. — (1.) Wbere a liquidator is appointed by the Court in a winding-up by the
Court, the official receiver shall account to the liquidator.

(2.) If the liquidator is dissatisfied with the accoimt or any part thereof, he may
report the matter to the Board of Trade, who shall take such action (if any) thereoQ
as it may deem expedient.

(3.) The provisions of these rules as to b'quidators and their accounts shaO not
apply to the official receiver when he is liquidator, but he shall account in suoh
manner as ^e Board of Trade may from time to time direct.

188. Where there is no committee of inspection any functions of the committee
of inspection which devolve on the Board of Trade may, subject to the directions o£
the Board, be exercised by the official receiver.

189« An appeal in the High Court against a decision of the Board of Trade, oc
an appeal to the Court from an act or decision of the official receiver, acting
otherwise than as liquidator of a company, shall be brought within twenty-one
days from the time when the dedsion or act appealed against is done, prononneed,
or made.

190. — (1 .) An application by the Board of Trade to the Court to examine on oath
the liquidator or any other p^son pursuant to section 26 of the Act of 1890, shall bo
made ex parte^ and shall be supported by a report to the Court filed with the
registrar, stating the circumstances in which the application is made.

(2.) The report may be signed by any person duly authorized to sign doouments
on behalf of &e Board of Trade ; and shall for the purposes of such ^^Koatkm be
primA facie evidence of the statements therein contained.



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Companies Winding-up Rules, 1903. Rules of 1903 1069

Boon TO Bx sxn, m> Bsfctbkb icasb, bt Oihobbs of Ooubss (p. 900).

191. —(1 .) In the Hiffh Court the legistrar and in the distriot registries of the High Books to be kept
Court at Liverpool and Manchester respeotively the distriot regktrars of the High te-^Jf" ^
Court, and in a Court other than the High Court, the registrar shall keep hooks ^''''•'
accordiug to the forms in the Appendix, and the particulars given under the P* ^^
different heads in such hooks shall he entered forthwith after each proceeding has
heen ooDoluded.

(2.) The officers of the Courts whose duty it is to keep the hooks presorihed hr
these rules shall make and transmit to the Board of Tra^ suoh extracts from their
hooks, and shall furnish the Board of Trade with such information and returns as
the Board of Trade may from time to time require.

G-AZBTTXNO IN A WlNDINO-UP BT THB COUBT.

192. — (1.) All notices suhsequent to the making hy the Court of a winding-up Gasetttng
order in pursuance of the Acts or the Rules requiring puhlioation in the Lwuion notiMt.
Gazette shall he gazetted by the Board of Trade. p. 45

(2.) Where any winding-up order is amended, and also in any case in which
any matter which has been gazetted has been amended or altered, or in which a
matter has been wrongly or inaccurately gazetted, the Board of Trade shall re- gazette
suoh order or matter with the necessary amendments and alterations in the pre-
scribed form, at the expense of the company's assets, or otherwise as the Board of
Trade may direct.

193. — (1.) Whenever the London Gazette contains any advertisement relating to Filing memo-
any windinir-up proceeding's the official receiver or liquidator as the case may be ^^^ ^.
shall file with the proceedings a memorandum referring to and giving the date of ^''^"^^
the advertisement. PP- »> ^^

(2.) In the case of an advertisement in a local paper, the official receiver or liqui-
dator as the case may he shall keep a copy of the paper, and a memorandum
referring to and giving the date of the advertisement shall be placed on the file.

(3.j For this purpose one copy of each local paper in which any advertisement
relatmg to any winding-up proceeding in the Court is inserted, shall be left with
the official receiver or liquidator as the case may be by the person who inserts the
advertisement.

(4.) A memorandum under this rule shall be primd facte evidence that the
advertisement to which it refers was duly inserted in the issue of the Gazette or
newspaper mentioned in it.

ABBBEnre IBB ComaTMBiiTB (Ch. 80).

194. A warrant of arrest, or any other warrant issued under the provisions of To whom
the Acts and Rules, may be addressed to such officer of the Court, or to such high T!'^^^!^^
bailiff or officer of any County Court, whether suoh County Court has jurisdiction j! /!!T^
to wind up a company or not, as the Court may in each case direct. ^* *^**

195. Where the Court issues a warrant for the arrest of a person under any of PHwm to whioh
the provisions of the Acts or Bules, the prison (to be namea in the warrant of person arrested
arrest) to which the person shall be committed shall, unless the Court shall other- Jo beMSSn."
wiBe order, be the prison used by the Court in oases of orders of commitment made

in the exercise by Uie Court of its ordinary jurisdiction.

196. Where a warrant for the arrest of a person has been issued by a Court Ezeoationof
other than the High Court under any of the provisions of the Acts and Rules, the "'^J™***.^,
high bailiff of the Court, or other officer of the Court to whom the warrant is ^jjj^^^
addressed, may send the warrant of arrest to the registrar of any other Court (other aSSonof Court*
than the High Court) within the ordinary jurisdiction or distriot of which such ^^ XLm.
person shall Uien be or be believed to be, with a warrant annexed thereto under the -gmi 698 '
hand of the high bailiff or officer and seal of the Court from which the warrant

orig^ally issued requiring execution of the warrant by the Court to which it is
so sent; and the registrar of the last-mentioned Court shall seal or stamp the
warrant with the seal of his Court, and issue the same to the hi^h bailiff or other
proper officer of his Court, with an endorsement thereon in the Form 106 ; and
thereupon suoh last-mentioned high bailiff or officer may, and shall in all respects
execute the said warrant aooordinp^ to the requirements thereof, and all constables
and peace officen shall aid and assist within their respective distiiots in the execu-
tion of suoh warrant.

197. — (1.) Where a person is arrested under a warrant of oommitment issued Priawitoii^i^
under any of the provi^ns of the Acts and Rules, other than sections 116 and 118 i??^JS''^**^
of the Companies Act, 1862, and R. 69 of the Rules, he shall be forthwith conveyed " ^~

P. 3z



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1070



Appendix B.



Te7ed,aiid
prodiustion and
oastody of pex^
sons arrested.



pp.



824.826



Board of Trade
orders.



Enlargmnent or
abridgment of
time.

p. 86

Formal defect
not to invalidate
pTOoeedings.

pp. 85, 108



triplication
of existing
procedure.



Petitions in
Liverpool and
l^ohester
District
Begistries.

p. 87

Annnlment.



Short title and



in oustody of the bailiff or officer apprehendiiup him to the prison of the Ckjnutinihiii
^e ordinaiy jurisdiction of which he is apprehended, and kept therein for the time
mentioned in the warrant of commitment, unless sooner discharged hj the order of
the Court which origfinally issued the warrant of commitment, or otherwise by law.
(2.) Where a person is arrested under a warrant issued under section 115 or
section 118 of the Companies Act, 1862, or under R. 69 of the Rules, he shall be
forthwith conveyed in custody of the bailiff or officer apprehending him to the
prison of the Court within the ordinary jurisdiction of which he is apprehended;
€md the goyemor or keeper of such prison shall produce such person before Uie
Court as it may from time to time direct, and shall safely keep him until such time
as the Court shall otherwise order, or such person shall oe otherwise discharge by
law. Provided that where any such person is conveyed to a prison other than the
prison used by the Court which originally issued the warrant in cases of orders of
commitment made by such Court in the exercise of its ordinary jurisdiction, the
Court may by order direct such person to be transferred to such last-mentioned
prison ; and on receipt of such order the gt^vemor or keeper of the prison to which
such person has been conveyed, shall cause such person to be conveyed in prop^
custody to the prison mentioned in such order, and the governor or keeper of soch
last-mentioned prison shall, on production of such order and of the warrant of
arrest, receive such person, and shall produce him before the Court, as it may from
time to time direct, and shall safely keep him until such time as the Court shall
otherwise order, or such person shall be otnerwise discharged by law.

MlSCELLANBOnS MaTTBBS.

198. The Board of Trade may from time to time issue general orders or Tega-
lations for the purpose of regulating any matters under the Act or the Rules
which are of an administrative and not of a judicial character. Judicial notice shall
be taken of any general orders or regulations which are printed by the King's
printers, and purport to be issued under the authority of the^oard of Trade.

199. The Court may, in any case in which it shall see fit, extend or abridge the
time appointed by the Rules or fixed by any order of the Court for doing any aet
or taking any proceeding.

200. — (1.) No proceedings under the Acts or the Rules shall be invalidated
by any formal defect or by any irregularitjr, unless the Court before which an
objection is made to the proceeding is of opinion that substantial injustice has
been caused by the defect or irregularity, and that the injustice cannot be remedied
by any order of that Court.

(2.) No defect or irregularity in the appointment or election of a receiver, liqui-
dator, or member of a conmiittee of inspection shall vitiate any act done by him in
good faith.

201. In all proceedings in or before the Court, or any judge registrar or officer
thereof, or over which the Court has jurisdiction under the Acts and Rules, where
no other provision is made by the Acts or Rules, the practice, procedure, and
regfulations shall, unless the Court otherwise in any special case directs, in
the High Court be in accordance with the Rules of the Supreme Court and
practice of the High Court, and in a Palatine Court and County Court in accord-
ance, as far as practicable, with the existing Rules and practice of the Court in
proceedings for the administration of assets by the Court.

202. The provisions of Rule 2 of the Rules of the Supreme Courts 1887, relating
to petitions in the district registries of Liverpool and Manchester, shall apply to
petitions presented in those registries imder the Acts and Rules.

203. The rules and orders specified in the schedule hereto and the foams
thereby prescribed are hereby revoked and annulled to the extent mentioned in sueh
schedme, provided that such revocation and annulment shall not prejudioe or affect
anything done or suffered heiare the date on whidb these rules come into operatioii
under any rule or order which is hereby revoked and annulled and that no rule or
practice which was annulled or repealed by the said rules and orders shall be
revived by reason of the revocation and annuJment hereby effected.

204. These rules may be cited as the Companies (Winding-up) Boles, 1908.
They shall come into operation on the 1st day of January, 1904.

(Signed)
The 18th of December, 1903. Haiabust, 0.

I concur. O. W. Baijoub,

President of the Board of Trade.



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Companies Wiin>WG-up Ruw», 1903. Rules of 1903 1071



SOHEDXJLE.
Obdxbs An) RuLBs Rbvozbd An) AmnjiXiBD.

1. The General Order of the Court of Chancery of the 11th of Noyemher, 1862

(exoept as to winding-np matters commenced before the Ist day of
January, 1891).

2. The Companies (Winding-np) Bnles, 1890.

8. The Companies (Winding-np) Boles of April 80th, 1891.

4. The Companies (Winding-up) Boles, 1892.



Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 139 of 152)