Conclu.sion soon as the aflairs of a company are fully wound up, the liquidators must make up an account showing the manner in which the winding-up has been conducted, and the property of the company disposed of. Thereupon they call a general meeting of the company for the purpose of having the account laid before it, and giving any explanations that may be required. This meeting must be called by an advertisement speciting its time, place, and object. The advertise ment should be published one month before the date of the meeting, in the appropriate Gazette. After the meeting they must send a return thereof to the registrar of joint-stock companies. The return should give the date upon which the meeting was held, and on the expiration of three months from the date of the registration of the return the company w ill be considered to be dissolved. If a liquidator makes default in sending in this return, he will incur al penalty of £5 for every day during which the default continues. All costs, charges, and expenses, properly incurred in a voluntary winding-up, including the remuneration of the liquidators, are payable out of the assets of the company in priority to all other claims. But a voluntary winding-up is no bar to the right of a creditor to have the company wound up by the Court, provided, and this proviso is very important, the Court is of opinion that his rights will be prejudiced by the voluntary winding-up. And where a company is in course of being wound up voluntarily, and proceedings are taken for the purpose of having it wound up by the Court, then, though the company is ordered to be wound up by the Court, the proceedings of the voluntary winding-up may be adopted.
Subject to a resolution has been passed by a company to wind-up voluntarily, the Court may order the voluntary winding up to continue, but subject to the supervision of the Court. To obtain such an order the Court must be duly petitioned therefor. Before, however, deciding to grant or deny the petition the Court will regard the general wishes of the creditors or contributories. With a view to ascertaining these wishes the Court can direct meetings to be summoned and held, and appoint a chairman of any such meeting. In the case of creditors regard is specially had to the value of the debts due to each, and in the case of contributories to the number of votes conferred upon each by the regulations of the company. Additional liquidators may be appointed in a winding-up subject to supervision. The following is the effect of an order for winding up subject to supervision :—The liquidators, subject to any restrictions specially imposed upon them, may exercise all their powers without the sanction or intervention of the Court, in the same manner as if the company were being wound up altogether voluntarily ; " but, save as aforesaid "—and this proviso is of very great importance, for it makes a supervisory winding-up more effective, as against creditors, than an altogether voluntary winding-up, inasmuch as, in effect, it stays all actions and proceedings against a company unless the Court gives liberty to proceed—" any order made by the Court for a winding-up subject to the supervision of the Court, shall for all purposes, including the staying of actions, suits, and other proceedings, be deemed to be an order of the Court for winding-up the company by the Court, and shall confer full authority on the Court to make calls, or to enforce calls made by the official liquidators, and to exercise all other powers which it might have exercised if an order had been made for w inding-up the company altogether by the Court," and for the purposes of the proviso the expression "official liquidators" includes liquidators conducting a winding-up under supervision.
Compulsory.—Grounds for a winding-up.—A registered company may be wound up by the Court under any of the following circumstances :—(1) Whenever the company has passed a special resolution requiring the company to be wound up by the Court ; (2) Whenever the company does not connnence its business within a year from its incorporation, or suspends its business for the space of a. whole year ; (3) Whenever the members are
reduced, in the case of a private company, to less than two, or, in the case of any other company, below seven; (4) Whenever the company is unable to pay its debts ; (5) Whenever the Court is of opinion that it is just and equitable that the company should be wouncl•up; (6) If default is made in filing the statutory report or in holding the statutory meeting. It is often a very difficult question to decide whether or no a company can be said to be " unable to pay its debts." But fortunately the statute (s. 130) consider ably reduces this difficulty by enumerating certain sets of circumstances under which a coinpany will be considered by the law to be in such a state. These circumstances are : (1). Whenever a creditor, by assignment or otherwise, to whom the company is indebted at law or in equity in a sum exceeding .e5o then due, has served on the company, by leaving the same at its registered office, a demand under his hand requiring it to pay the sum so due, and the company has for the space of three weeks succeeding the service of the demand neglected to pay the_money, or to secure or compound for it to the reasonable satisfaction of the creditor ; (2) Whenever, in England and Ireland, execution or other process issued on a judgment, decree, or order obtained in any court in fa,vour of any creditor, at law or in equity, in any proceeding instituted by the creditor against the company, is returned unsatisfied in whole or in part; (3) Whenever, in Scotland, the inducke of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest have expired without payment being made; (4) Whenever it is proved to the satisfaction of the Court that the company is unable to satisfy its present contingent and prospective liabilities. But even if a creditor can prove the inability of a company to pay its debts, he may yet fail to obtain a winding-up order if the majority in value of the creditors of the company for some good reason oppose him. The Court, in its discretion, could refuse to make the order. A contributory may obtain a compulsory winding-up order if he can prove to the Court that the com pany has nothing whereupon to base its operations--that its foundation is gone, or its objects have become impossible or impracticable. I3ut, generally speaking:, a contributory's rights in this respect are narrowly. limited by the Act ef 1908, section 137 of which enacts that no contributory shall be entitled to present a petition for winding-up a company unless (i) either the numlier of members are reduced below the statutory minimum ; or (ii) the shares in respect of which he is a contributory, or some of them, either were originally allotted to him or have been held by him, and registered in his name, for a period of at least six months during the eighteen months pre viously to the commencement of the winding-up, or have devolved upon him through the death of a former holder. Where a share has during a whole or any part of the six months been held by or registered in the name of the wife of a contributory either before or after her marriage, or by or in the name of any trustee or trustees for such wife or for the contributory, such share shall, for the purpose of this section, be deemed to have been held by or registered in the name of the contributory. Only a shareholder can petition on the ground of default in filing. the statutory notice. A petitioning con tingent or prospective creditor must give security for costs.