Petition.—The application to the Court for the compulsory winding-up of a company must be made by a petition. It may be presented by the company, or by any one or more of the creditors or (subject to the above) contributories, or by all or any of these parties, together or separately. It must be drawn up according to the prescribed form, verified by an affidavit, advertised in certain papers,. served according to the rules, and duly filed. Every contributory or creditor of the company is entitled to be furnished, by the solicitor of the petitioner, with a copy of the petition within twenty four hours after demand, on paying the rate of 4d. per folio of seventy-tw o wonls for such copy. l'he order made upon a petition ill operate in favour of all the creditors and all the contributories of the company in the same manner as if it had been made upon the joint petition of a creditor and it contributory. The m inding-up will lie deemed to commence at the time of the presentation of the petition. Upon hearing the petition the Court can dismiss it with or without costs, adjourn the hearing conditionally or. un conditionally, and make any interim order, or any other order it considers just. When the petition is granted the petitioner and company are usually given their costs out of the estate, and one set of costs is given to the creditors and one to the contributories who support the petition. Where the amount of the capital of a company paid up or credited as paid up does not exceed .V10,000, and the registered office of the company is within the district of a county Court having a winding-up jurisdiction, the pro ceedings must be taken in that court.
The liguidato no liquidator is specially appointed by the Court, the official receiver in bankruptcy becomes the liquidator. A liquidator appointed by the Court is entitled to exercise as such certain very extensive powers. Subject to the provisions of the Companies Acts, he must use his own dis cretion in the management of the estate and its distribution among the creditors, but the Act of 1908 expressly reserves to him the right to apply to the Court in relation to any particular matter arising under the v. inding up. He may sell all the real and personal and heritable and movable property of the company by public auction or private contract, with power to transfer the whole thereof to any person or company, or to sell it in parcels. He has power to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that purpose to use, when necessary, the company's seal. And also to prove, rank, claim, and draw a divideni, in the matter of the bankruptcy or in solvency or sequestration of a contributory, for any balance against the estate of the latter, and to take dividends in respect of that balance. Moreover, he may draw, accept, make and indorse any bill of exchange or promissory note in the name and behalf of the company ; also raise upon the security of the assets of the company from time to time any requisite sum of money. A bill of exchange or note so dealt with by a liquidator has the same effect as if it had been so dealt with by the company in the course of its business. And a liquidator may take out letters of administration to a
deceased contributory in order to obtain payment of money due from that contributory ; and, generally, he may do all such other thi.igs as may be necessary for winding-up the affairs of the company and distributing its assets. The powers just enumerated may be exercised by a liquidator without either the express sanction of the Court or of a committee of inspection. But his exercise thereof may nevertheless become subject to the control of the Court, for any creditor or contributory may apply to the Court with respect to the exercise or proposed exercise of any such powers. He requires, however, the sanction of the Court or committee in order to employ a solicitor or other agent to take any proceedings or do any business which he is unable to take or do himself. And this sanction must be obtained before the employment, except in cases of urgency, and in such cases it must be shown that no undue delay took place in obtaining the sanction. And also for the exercise of certain of his powers a liquidator must always obtain the sanction of either the Court or the committee. Such powers include the carrying on of the business of the company ; bringing or defending any legal proceeding in the name and on behalf of the company ; and carrying through any general statutory scheme of liquidation or compromise. Moreover, certain of the powers vested in the Court may be delegated to the liquidator, except, in particular, a power to rectify the register or make calls without the sanction of the Court. On this and other topics reference should be made to the Companies Winding-up Rules. When a person other than an official receiver is appointed a liquidator, he is styled a liquidator as dis tinguished from an " official liquidator," who is an official receiver. A liquidator cannot act as such until he has notified his appointment to the registrar of joint-stock companies and given security to the Board of Trade. And he continues to hold his office subject to the supervision of the Board, which may inquire into the manner in which he fulfils his duties and t,ake steps accordingly. It is to the Board of Trade that a creditor or contributory should address any complaints. In the administra tion and distribution of the company's property the liquidator should have regard to any directions that may be given by resolution of the creditors or contributories at any general meeting, or by the conimittee of inspection. Any such directions of creditors or contributories will override those of the conimittee of inspection, in case there is any conflict. The liquidator can at any time sunmion general meetings of the creditors or contributories in order to ascertain their wishes. And it is his duty to summon meetings at such times as the creditors or contributories, by resolution, either at the meeting appointing the liquidator or otherwise, may direct; or whenever requested in writing to do so by one-tenth in value of the creditors or con tributories as the case may be.