Companies Act 1854 (SA)

No. 51

An Act to fucilitate the dissobttion, and provide for w i ~ ~ d i n g up the

ajuirs of, Joint Stock C'ompnirs. &A, P f xu-- . / /LP~- -&

. - - - -- -

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, d d "----

[Assented to, November 13, 1854.1 E'-. S-=- ---

REAS it is expedient to aiford facilities for wiidiug l'reamble=

up I he concerus of certai~l Joi l~t Stock Clolllpi~llies alwidy

existing in South Austr;dia, 01- \vl~icI! mny hercntkr he e ~ t a l ~ l i s h ~ d

therein-Be it Enacted, by the IAicbntc.n:nltj-Governor of South Australia, with the advice uf tllc Legislative Cuuucil tlncreof, as follows:

A " A A

undertilliitl:,. or the carrying on of' ntlg busilless, project, or oper;\ti(;u

whatsoever, the s l d l be tlivirled iuto certain kqual

shares of uot nuu~l)cr, it shdl be lawfill for such persons or C'tvirpluics to dissolve the s: d Conlpmy or pnrtilcrsllip, contract, eovuaal~t, or agreemeut iu nlanner hereinaikcr mcntiorled, and that, W! setller OF not ~ 1 1 ~ 1 1 contrwt, covenitnt, or agrecmwnt shall con tail^ a.ny powers or provisions for dissol~ltion of the Company or ptt ~~tnership, intended to bc thereby formed: Pro- vided, nevertlielcus, that nothing berein coiitnil~ed shnll prevent any such persons or Conlpanies from exercisiug any power or provision fbr dissolution in their contr~zct, covenant, or agreement

contained if' t$l~cy shnll see fit a t arty time before mailing themselves

of the powers ill this Act contained.

2. It shall be lawful for the Directors or otlier persons by such Director~ma~cau

contract, coven:rnt, or apeernent as aforesaid, entrusted with the Iroldors to consider meetings of Share-

management and carrying into efibet of auy undertaking, business, di8su1ut;oa

F project,

project, or opemtiou in respect of which any such Company or partnership as aforesaid shall be established, which Directors or other persons as aforesaid are hereinafter called '' the Directors," to call a meeting of the Shareholders for the purpose of determining whether the pmtnership or Company so established as aforesaid, and which is hcreini~ftcr called " the Company," shall be dissolved; and that if such meeting sl1a11 detcrnliile as after-mentioned that the Company shall be dissolved, then, as fro111 the date of the re- solution come to a t such meeting, t l ~ c Cornpally s l ~ l l be taken to be dissolved; nud the Directors shall not 11ave power to proceed any furtllcr with the business of tile Company except so Far as it may hc ilecessary fbr the winding up the afhirs tlweof: Provided always, that if a t wily time t l w e shall be no 1)irectors of tlie Conllxmy duly eljxted m d acting in the iuaiingsmcr~t of the b u s i ~ m s and ifhim tl~crt~of, i t sball be lawfill fiw :uir three Share- holders to exercise all the powers of Directors for tile purposes of this Act.

Shareholders may 3. It shall be lawful for any t l~ree Shareholders, as after defined,

call mectjnge.	by writing uridcr their Imlds, to require the 1)irector; to call a meetiiig fbr the purpose afbrcsaid; ni1t.l if ~ 1 1 ~ 1 1 1)iwctoi-S shall re-
fuse or neglect fbr six d ~ y s altor tin); cj~~cll requisitionl dial1 have h e n

" left at the 11sual plncc of busirless of tllo I 'on~~ifi~ly, or sh:~Il h i ~ e

been served personnlly on ally oile of the l~irectnrs, 07 on the Se-

cretary or hl;u~:gcr of: the Conlprii~y, to call such m ~ c t i l y by notice

as after-niclltioncd, or if for any reason wl~ tcvm. such meeting shall not be collveued and held in ljursuaace of' the dircbctioirs hesein coni:iii~ed, it shall be lawful fbr m y t h e e Shareholders to call such mcetiug.

Meeting duly called	4.	The meeting s11i111 be held to l~ave	been duly called, although
although votes

disallowed. the votes of tlle parties cnllillg the same, or any sucb votes, shall be disallowed a t thc mcctiirg by the scrutilleera to he appoiuted as Ilereinitftcr-illentioiled.

Notice of meetins by

advertisemeot. 5. The cnlling of any such meeting s ld l be by notice signed by

any one of the Directors, or, in case tllc? ~neotin? s l ~ l l be called by

the Slltn~cholders, then by the Shareholders cxllirlg the sanre; such notice to be advertised 'for Sour cousecutive wecks in the South

Amtroliw,! Goasr/tme,, t CO zettt., and also fourteen clear days a t the

least before the time to he ttiercin fixcd for holdit~g	such meeting,
twice at the least ia out or Illore Adelaide newspapcs.

Notice to specify	6.	E v c ~ y	notice of nieetiog shall speci$ tlie day, hour, place,
time aud place of

meoting, &c.

and purpose of meeting; and the persons entitled to be present J such meeting shall be the persons prodwing the certificates of sllare*, scrip, or receipts for deposits paid upon shares in the Conlpany, or the proxies after-mentioned: Provided always, that evcrv such nieetil~g shall be held in some part of Adelaide, if the placi of business of the Company s l d l be, or have usuallg been, in Adelaide, or o t h m i s e at the usual place, of busiuess of' the Corn*

pally, or .wme place convenient thereto. Every

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7. Every meeting so called shall elect a chairman within one hour of the time appointed for holding such mecting, and the	Chairman to be
elected by majwity.
person to be in the chair at every such meeting shall be some one of the Directors, to be elected by R mnjarity of the Shareholders then present, in person or by proxy, or if there shall be no Director *resent, or if no Director present shall consent to take the chair, then some Shareholder entitlcd to vote slldl be elected by the meeting,
&nd every person present, either in respxt of shares or of n proxy,
have one vote only for .the election of the chairmnn and scru- tineer~, and every chahmuu shall have n castiug vote in addition	Chairman'e csrting
vote.
to any other vote which he inay be entitled to; and if ally such chairnlau s l i d refuse t,o give his casting vote on the question of dis- solution or insolveucy as after-nieutioned, the question shall be considered as carried in the atiirrilutive.

l

8. The chairman at every such meeting shall he bomd to put to

Chairmnn to put

qaestions praposed.

the ineeting any qnestioo +opnsed for the dissolution of the Com- Nu other businem to

pany, or as to t l ~ e i~~solvetlcv thereof, and also s s to the elcctiou of be transacted.

scrutineers, no bosiness 'sllall be tra11s:lctt.d ; ~ t :my such meet-

ing oti~er than the consideration of ally such question so proposed,

and the election of a cl~nirmnn.

9.. Tmmeiliately :&er the election of a chnirman, the mecting sllall proceed to elect as scr~ttineers	Le elected.
Three scrutineers to

three Slmrclmlclers in the.Compa~ty,

whose business it sllitll be to verify as after-mentior~ed, and take the

votes of the Sil;~rclwltlers entitled to vote, and cast up and declare

the saoie, and tlie decision in writillg of ' t l~em,	or of m y two of
them, s l d l bc final ill all resgeets.

10. I11 C 2 S P it c;hail he discovcrecl by, or shown to the scrutineers, Case of the chairmen

that the cli:iirill;~i~ : ~ t ally 11mting is not el~titled to vote a s a Share- not bfig vote.

holder, i c sllnll br lawlhl for the n~eet~i~lg either to elect a new

clmirmnn, or to maiutain sucl~ existing chnirma~~, but such cllairman so mniiltaiuetl ill office s11:ill not tllcrehy acquire the right of voting as a Slmrel~oldw, or of giving a casting vote: nud iri case thc votes

in the nfliinnat;vc fhr tile dissolution or as to t8lx iiisolveney of the	s l d l be eqnnllv di*:idcd, the resolutioils s l d l he considered as carried	Company: I'ro~itlrcl nlwavs, that all votcs, acts, and deeds by my ehairinan not elltitled to Yote, or by the meeting prcsided over by
him iven or clo~ic bcfore tlic discovery of his 11ot being so entitled, g
or given or dons ;~f'tc~*wards if he be so niaintined, sllall be valid
and effectual; :bud :is reqar~ls the election of c11,zirrnnn and scrutiraeers by the votes of' tlic pirtic!s present producing certificates, scrip, or proxies, no ohjcctiuil n.ftcr the election shall be inadc, on its being ahown that they wcre not cnt'itled to be present.

11. At any such meeting-as aforesaid, in the event of the pre- ifasoonunnot

scribed quorum after-men twiied iiot being present and votiug at ; g n i t $ ; r : : i i : r ;

such meeting, tlien the cllairinan shall cause the votes of the persons

attending and voting at the said meeting to be taken and recorded, a11d shall the11 adjourn the same to be held at the same place and

an a day to be declared by the chairman, such day not being less

than three days and not more than one week fron; the original day of meeting, such day and the time and pbce of meeting, in the meantime, being advortised in one or more newspapers published

in Adelaide; and at such adjourned meeting the votes of such per-

sons attending and voting at the aainc as had not voted at the original meeting, shall be taken and recorded, and the total amount of votes given at the original and adjourned ineeting shall be re- corded as if given at one and the same meeting.

Right of persons to

vote at meetings of

12. The only persons entitled to be present and to vote at any such meeting, i s Shareholders, bythemselves or proxies, shall be those persons who shall for the time being be in possessiotl of' and pro- duce cetificatcs or receipts declaring parties entitled to shnres in any Company, or aclrnowledginq the receipt of a cleposit f iw slmrcs in such ~ o r n ~ a n - y, usudly tgrrned " scrip or receipts" for deposits or sliarvs, and that notwitlistnuding the party in possession u~ay not be the pzrty to wl~om stlclz certificates, receipt,^, or scrip were originnlly granted, or that the same may not have been legdly as- sigr~ed to the party in possession, or rlotwitllstalidii~g the s:me may be possessed by tile holder as a mere mortgagee, or in any other mnnwr, or the same I ~ be s1rl)ject to m y c1:arge or lieu, a V d w1:ich parties are in this Act calIeci '' Shareholders :" Provided, tlrat nothing herein conkliued s l d authorize more tlim one vote t~itlles for dis- solution or iiwlvency to be @et) in respect of the same share, not- withstandin= m y tra~~sfer or tlelivery of such share after a vote shall have bee11 givcu in respcct tllereof'.

Shareholders.

U

Scale of roting.	13. Evcry Sliareholcler shall, in voting on the questions of disso- lution or illsolvcwc+y, be entitled to m e vote, by l~i~nself or proxy, in respect of' every share lwld by him in resp&t of which certifi- cates, scrip, or receipts may 1 ~ v e beeu issued, or dq~usits paid; and,
that all S11:1reholclers, holding such cwtificntc~, scrip, or rcccipts, s11aH.
be entitled to attend n~eetings, and to R P P O ~ ~ L & p x i e s ~ c c ~ r d i t i g to
the form col~t~nincd ill the Schedule hcreunto sni~esed luarked A,

Q

or in sonw form to the like ofkct: Provided always, that the fact d

any sucll p r t v iittcndiiig any such meeting &l1 not in anywise (except as in this Act provided) illcrease or alter, either iu law or ih equity, his right or liabilities.

Proxies how to tte 14. The appointineiit of any such proxy sllall be siqnetl by the

signed.	party appointin,rr the same, if resident in South Australia., hefore a Notary I'ublic of the Province, or if resident out of the Province, before a, Notary Public of the country wllere the party appointing -resides; and that', on signing the same, the certificate, scrip or rc- ceipt, in respect of which the proxy is inteuded to be appointed, shall
be produced to the Notary Public, nild the number of'the shares or
the imrrlber of such shares referred to in such certificate, scrip, or receipt, l tud the name of the Company stated in the nppintment of the roxy, shall be ascertained and verified before such Notary
Pub c. fi 15. To

15. To constitute a m e e t i ~ e under the provisions of this Act for Number of pemms . to constitute a

the purpose of deciding on a dissolntion or insolvency, persons re- meting.

pwsentin~, a t lead, one-third part of the shares in the Company,

issued or pjveneither-as shares, scrip, or receipts, must be peseni, either in person or by proxy, and vote, and the question shall be decided by a majority of votes.

16. That, if at any such meeting n dissolution of tile Company s l d l Trumeu to be

be resolved upon, the meeting s t d l elect not less than t h r k nor appointed.

persons to be Trustees for the purpose uf windill . -

Corn*, and m c i:kiru1-ii-y suc 1 meet-

ing shall slgn xnlinute of the proceedings of such nwpting containing

the names of the persons present and voting a t such meeting, and

also the names of the persons appoir~tetl Trustetas for the purpose last

afores~id, also a copy of all resolutions --- pnssvd a t such mz-eti~lg, and

that every minute so signed s h d l be advertised, within the shortest

possible time, in the snme manner in which notice of the o:.igiual

meeting is liereinbefore required to be given; and such -- minute, di-	..
rected to be advertised, shall be filed of record in the Sqrc'rneToort of Sonth Anstrdia, and &all be evidence qf die ~ntv.?t& having

been duly ciilhd and ldd, a, e < l ~ u ~ l ~ b e r uf ~ ~ ~ ~ e & & J, e r u therein

mentioned having been present at such ir~eeting, aud of the - rcso-

Jutions recorded Ilnv-its bccii duly pass~? by ix n~:~jority, and of the persons therein n a n d a-S 'rr-lstges having been dulv appointed, and of the truth of all other the statemeuts l11 such ldnute contained;

a% everv such minute shall be cou~ltersimcd bv. at least. two of d U J I 8

the three scrutineers aforesaid, and that any party signing miautes false or iucomplete ill any material particular, knbmiug tI:e same to be false or incomplete, sllnll be guilty of' a iuistlemeanor.

17. U p o ~ and by yirtue of the nppointi~~c~nt of such Trustees pro pert^ of the C m pnny to be veaod in

as last afort~snid, nl! the personal estate and effegts of the Coilrpnv T,.,,,.,

shallvest in such Trustees, aud the survivors or survivor of tlwm, who shall have f~dl power to sell awl dispose thereof, and shall forthwith proceed so to do for the beuefit of the Company; and $1

the real estate of tlro Company ~ 1 1 ~ 1 1 be conveyed so as the snme <- - - I P/&- -

may vest in sucli 'I'rust-ees, and the survivors and survivor of thein, ujon trukt for iibsolute sale; and the said Trustres, or the sur- vivors or survivor-bf them, <hall forthwith sell snch real estate &

u b l i c s subject to such conditious or stipu1:ttions and in -- @ a a ?L.---

fuch manner as they shall deem expedieut, R I ~ either together or in parcels; and the receipts of such Trustees, or the survivors or survivor of them, s l d l effectuallv discharge purchasers alid otl~ers

from all liability as to the application of the money in such

receipts expressed to be received; and for the purposes of this Act, ,/

the person or persons in whom, at the time of the appointment of such Trustees as aforesaid, the legal estate of the r e d property of the Company shall he vested, shall be deenird dry Trustees of such legal estate for the Trustees so appointed as aforesaid, and shall be deemed to be Trustees within the meailing of the Act of the Inlperizl Pudia- ment called G the Trustee Act of one thousand eight hundred aud n-0

A& or l8$3

fifky* "

Hon,mler IIYHler

Trtllrm Act c*14 be 18. An order under the said Trustee Act of one thousand eight

ebtrriaed. hundred and fifty maAy be made 011 the petition of any one or more of the ~hnreholders ;anled in the minute of the meeting or meeting for the dissdution of the Company, filed in the Suprewe Court as hereinbefore provided.

mmtingheld~

memorial to be filed 19. One calendar month, at least, previous to any meeting for

in S U ~ W W car^	the dissolution of any Company, n menlorial of the Col~pauy, in the form or to the effect of. atid containing the particulars reqitired in. the Schedule to this A& marked B, sK&1 be' filed in the bapre& Court aforesaid, which memorial shall be signet1 by t h e e or more
of the 1)irectors of the Company, or by the Secretary, Chirn~an, or
Manager; or if there shall be no Director, Secretary, Chirmao, or Manager, or it shall bc uncertain who :we or is the ~irectors, Secre- tary, Chairman, or Manager, then by three or more of the Share- holden of tlie Cornpaw; and the person or persons signing such rncnlorial sliall verif'v tile contents thereof, upon oath hrture one of the Judges, or tlic &faster, or other officer of the said Supreme Court having sotlmrity to take afi(l:~vits; aud such memorial, when so filed and verified, shall be evidellce, to all intents a ~ ~ d purposes, of the truth of the statements in such mylnorial colltairaed.

H m amts M be dig-

posed of by Trustees, arise by the sale anrl eo~~vrraion 20. Tile said Trustres s l d stand posseised of the moneys to

iuto m o l ~ y of the real ancl yermual

estate and effects of thc C'olnpnny, upon trust to p y tlia debts of

the Conlpmy, whetlier such debts arc: duc to Sl~arel~olde~=s or other persom, and t,llt? exyelrse of exccutillg. the trust, awl all other costa and expenses iucideutd to tlie dissolt~tloii and wirldilg op the aFairs

of t lx (:oinpauy,	and utter 1)ayincnt thereof upon trust to pay to
the ~hnr&oldc&	the surplus or biilance of the r n o ~ e ~ s ' nrisicg f i. 0 ~

suclt sa:e; ~ n d conversion, in proportion to tile seve~al iuturests of sucll Shareholders in the capital or joint stock of the Company; arxd it shall be l a ~ ~ f u l for the said Trustees to eniploy all such account;tntk, r!\erks. receivers, agcllts. mid 0tllW P P ~ ' S O J ~ ~, as they shdl tliink necess:iry, for the duc and effictual clisc11:ugc of the

trusts reposed in thexr, and to pay out of' tlia liroueys wllieh shall	come to their hands, such expenses as shall be thereby incurred:
Provided always, that 110 'I'rustee slid1 he liable for the payment of
any debt due horn tlic ('ompnny, of which they sllnll not luve liad
previous notice, after they sloll, by ndrcrtisement in the South A U S ~ T I I ~ Z I I ~ Governmrn t Clmefie, a d in one or more newspaper or newsplpers puhlisllcd in Adelaide, have required all creditors to send in their claims, m d tt~ree months shall have expired from the date of the list ndvertiseiucnt: Provided a1 W~IYS, that the said
Trustees shall, within sevcn days after the rcccipt of any moneys
BO to arise as aforesaid, pay theUfiarnc into one of' the Bauks in the mid Province to the cre&t of the said Trustees as such Trustees.

Tmeteea to pay	21. If any unclaimed balance or surplus of moneys shall remdn
m lus into &art

wigin twelve monthe. in the hands of the 'I'rustees, they shall, within twclve calendar months, pay such balance or surplus iuto tiie Supreme Court of

South

South Australia, to the credit of tlre Company; and such bdance or surplus shall be distributed amongst the ~Gnr~holders who shall

not have cl:tin~ed from the 'l'rustees, i l l such manner md upon such .

as the said Court shall order and direct.

22 In addition to the qnestion of dissolution, it shall be impera- yeeting: to decide if d~ssolution to be an

tive 011 the meeting to decide, whether such dissolution s l d l, or , ehall uot, be taken to be at1 Act of Itlsolve~~cy for the purpose of havitis the aRairs of the Compiiiy wouud up, under the provisious hereiuafter contained. , ofiudy~nc,,,

23. When m y meetin$, called t o consider the question of disso- ~fpmposal for d b

duti011 bo rejected,

lution, shall have determ~necl the question of the dissolution of the no ,,, m,,,g,

Conrpitny it1 thc? negative, no new n ~ c c t i ~ ~ g sllall be called to congidcr called for aia

the questiotl of dissolution, or m y matter relating thereto, until the montha

lapse of six c~lciidar months from the day tlie question was last

resolved iml the negative.

24. Provided nlwws, t h t if, after any adjourned meeting, it shall S	npreme Court ma
order disdution o 1

be aaccrteinc~rl Lhnt at tlte tirst a n d ndjonr~ied ~nceting thcre were not Company in cenain

a snficicnt uumlwr of Si:areholde~-s present, in person or by prcxy, c a m.

to co~istitutc t.!lci c11;lornm recjnirc'tl by this Lhtr, a ~ d the ii~ijarity of suclr hlinreho1clcr.s prciseut, in person or by proxy, s11:tll 11ave voted for tlw tlissolution of tliu Colnpmy, tlwi it shall he lttwtul for any three or illore S1i:trelzolder.s tu apply by petition to tlie Suprexrle Court, or to one of tlic pJndpu tlicreof, scttiug f'orth -the fiwt that the sitid mcctiiqs l13 tl hew cnlled :~,ucX held ns afbrw~id, hut that a s~xfficicnt nuln her of Sl~l*cl~olders i l d not attciltled to ctnablc the Cornpriny to clissolve, but that the nx~,jority of the Slmreholders preswt, i l l pe~*so!i or by pwxy, at the said meet9ings had votcd fora dissolntioi~ ut' tlie C'omp:~uy, and that the Courl):wy llnd been

estahlislied for tvwlve cnl~urlar umttllr m ~ c t llad iiot colilrner~ced

operations, or that tllc C:orq);tny had disroi~ti~iuecl operntious for

the spwe of' twelve r:;llendnr ~noz~tlis prior to tire first of such

meetiiip, nnil that i t would bc fix the bcncfit of the Shareholders

or nleiubcrs of tlie Con~pnny tlmt t11c said Conipnny sl~oald be

dissolved, nurl t l ~ c affhi~s thereof worrrrd np, and, if tile Co~upany

shall bc posscsned of' ally r e d estate, scttil13 f'orth coacisvly the particu1ni.s arid dcscliption of such r(1:1l estate, :an41 the 11:1111e or names of the pcrson or persons in whom such real cstatc sh:tll at the time of such application be vested, and praying t h t ccrtniu persons, to he nanlcd in such petition, or such o t lm persow as the Court nrny think lit, might he aypuilited 'I'rustces fbr tlie

purpose of wil~tling up the affbirs wrld cotrcerns thereof'; atld it ~Eiitll

be lawf~d f i r tlw said Supreme Court, or one of the dodges tilertwf,

to mnlw a11 order in pirsn:lixe of thc prayer of such petition,

appointing the phrmns in w c l ~ petition nan~ed,'or such otlirr persotis

as afo~cs;~I:I; 'B'rustces ibr the purpose of winding- 111) the aff;~irs

of tlre ' m, n i ~ d vesting in tlre s :A Tiwtecs all tlic personal

estate 07 thc Conll,any, and such real eshte as slinll in such

petitiou be described, a i d such order shall have the effect., witl~out

coiiveymce

conveyance or assignment, of vesting all sue11 red and personal estate

in the said Trustees, their heirs, executors, administrators, and arssigns,

according to the nature aud qualitv thereof; and the said Trustees shall have full. power to proceed in the sale of the said real and

ersonal estate, and in the disposal of the proceeds of such sale, in

L e manner ss if they had been duly appointed Trustees at a

W meeting of Shareholders as hereinbefore provided.

HOW order made and	25. Every such petition, as last aforesaid, shall be intituled in the the matter 'of this Act, and in the matter of the Company, the dissolution of which is prayed for, setting forth the name or style of such Company; and the said Supreme Court, or one of the Judges thereof, shall proceed in the nuittcr of such petition, in manlier pro- vided by the Act of Council No 14, 1853, intituled '' An Act
amend the practice and ~roceeding in the Equitable Jurisdiction of
the Supreme Court of South Australia," in refizrence to petitions in
ordinary cases: Provided always, that any fiat granted by the said Supreme Court, or O I I ~ of the Judges thewof, requiring a11 parties interested to attend beforr the said Court, or Judge, or any order or othw proceeding whiceh, by any existing law or rule of Court, is re- quired to be served upon knv perscm affected therel)y personally or otherwise, shall be served upbn the Srrretwy, Manager, or Chairman
of the Companv, or left a t the usual place of' busiims of the
Company, or if &we he no Secretary, Manager, Chairman, or place of business of the Company, then the same shall, within the shortest possible t h e, be advertised in the south Auslmhhr~ G'.racrmnent Gazette, and one or n~ore Adelaide newspapers, and such adver- tisemeuts shall have the same force and eEect to all intents and purposes as if the said fiat, order, or other proceeding Itad been per-
sonally served upon the several pcrsons afl'ected thereby. 8
Beclitration of in-	26. If, at any nweting so to be held as aforesaid, i t shall be de- the Schedule hereunto annexed marked C, or. in some form to the

~ l ~ e n c y to as

of imlvenoy.

act cided that the dissolutiou of the Cotnpmy shall be taken to bc an

act of insolvency, then the chairman of such nicetiug shall sign a

minute of the rcsoiution of such i~eeting, in the form contained in

like effect, and also a decliwation in the form contained in the

Schedule hereunto annexed nlarkcd D, which minute and declaration shall he filed in the Supreme Court of South -Australia, and the Company slid1 be deemed thereby to have committed an act of in- solvency a t the time of filing such declaration, provided n fiat in insolvency shall issue against such Compmy within two calendar months from the filing of such declart~tioti, a r~d such r~ inu te of re- solution and declaratiou so filed, as aforesaid, shall be evidence of the said act of.insolvency.

Cornpan J not pvmg 2 7.

If ltny plaintiff sliall recover judgment in any nctiou per- duly authorized to be sued as the nominal defendant on behalf of such Compaoy, or against any Shareholder or Sl~arellolders in my

j u d a e n t

within faurteen debt d a ~ n sonal, brought for the recovery of any debt or money demand in

aa ~ c t ofinsoivenc~. the said Supreme Court, due from the Company, against any person

Company,

Company, and shall be in a situation to sue out execution upon such judgment, and such Company or person sued shall not within tllirty days after notice, in writing, served upon the person agdnst whom such judgment shall be recovered, or left at his last known or usual place of abode in South Austt'ah; and, also, after like notice served upon the Company hy leaving the same with the Secrehry or Manager, or at t,be usual place of busincss of the Couipany, re- quiring immediate payment of such judgment debt, pay, secure, or compound for the same, to the satisfaction of such plaintiff, such Company shall be deemed to have comnlitted alz act of iilsolveiwy on tlle thirty-first day after service of the last clay of snch notices: Provided always, that, if there shall be no Secretary or Mauaqer of the Conrpany, or there shall be no known place of business of the Conqmny, such notice, as last aforesaid, shall be published in the South Australian Government Gmette, and the said thirty days shall be computed from the day of the publication of snch Grrzette: Provided also, that if s w h exektion shall, in thc meantime, be sus- pended or restmined by any rule, order, or procecding of any Court of L a w or Equity liaving jurisdiction in tlmt behalf, no f ~ ~ r t h c r pro- ceeding shall be had on such notice, but t h t it sllall be lawful, nevertheless, for such plaintiff, when he shall again be in a situation to sue out execution on such judgment, to proceed spin by notice in manner before directed.

28, If any Member of the Company s l d have paid any debt or Company not pnying Sl~areholders M ho are

debts due from tlie Conipany, after having been lnwfidly called Company,

upon so to do, or hall otherwise become a creditor of' the after meeting called, to be deemed to have

Company, and shall call a meeting of the Sharel~olders of thc comnlitted an

of

Company by advertisement in the South Azrstralian Gnverrment Ga- insolvenc~

zette, and in ark or more newspaper or newspapers published in Ade-

laide, such advertisement to be published twenty-one days, at the least,

before the day appointed f o ~ such meeting, and to state the time, place,

and ol~ject of such meeting, and to be accordiug to the form, or to the

effect, contained in thc Schcdule hereunto annexed marked E=; and

shall also leave at the office or place of business (if any) of the

Company, a copy of such advertisement; then, if the Shareholders

present at such meeting, shall not pay, secure, or compound with

the person calling the said meeting, to tlie satisfaction of the person

for the debt due to him from the Company, or if there shall be no Shareholders present on the expira'tiou of one hour after the hour appointed for the holding of such meeting, such Company shall be deemed to have committed an act of insolvency on the day of such meeting.

29. Upon the comniission of any such act of insolvency as afore- Fiats in insolvency

said, a fiat in insolvency may issue against the Company,, by the c om panie~.	may issue against
name or style of the Company, upon the petition of any creditor or creditors of such company (whether a member or members of such Company or not), having a claim against such Company, to snch amount as is now by law requisite to support a fiat in insolvency, and the Court or Commissioner authorized to act in the prosegution

H of

X

ot such fiat, and all persons acting under sueh fist, n~ny proceed

therein in like manner as against other insolver~ts, subject ;~ l~ i t ,ys to

the provisio~ls hereinafter made: Provided n l w a ~ s, that every vesting order made under authority of a fist wllich* is irrteorled to affect real estate, sliall contain a concise descriptio~l of such real estttte, and the name or names of the persolis it1 wl~oril such real estate shall, at the time of' the issiting of the fiat, he vested; aud every petitioning ereditor *hnll,' before the Court or ('o~linhsioner

to whom any fiat may be directed shall proceed to ntljutfic*:ite under t+uch fiat, inform such Colirt or Corwmissiouer \>v :I t'litlitvit of the nature and description of the real estate of the C 'onlp~y, ailcl the name or nawes of the person or persons in whom such real estate &all be then vested.

But not to aff~ct

members individually.	30. The insolvency of nny such Company in its associated capacity shall not Be construed to be the iosolvency of any member of such Company iri his individual capacity.
io

Notice Guvernment be pub*isbed 31. All notices for the due prosecution of any fiat shall be pub-

Gazette.	lished in the South Ausfralian Gcloerrzment Gazette.
No surrender
requisite.	32. It shall not be necessary to the due prosecution of any fiat to be issued under the provisions of this Act, that :IUY C'oinpany, or auy person on behalf of the ( 'onpny, shaU s~wrewler to such fiat, or, unless ~urnmoned 80 to do, to attend any 11weti118 of the creditors of the Company called lnrlder the auti1orit.c or m prose- cution of such fiat.

Aosignees of the	33. It	shall be lawful for t l~e	assignees of the estate nnd cffats
eetate of a Company

mar mainbin miunr of any Company to maintain a11 action, suit, or 0t1lt.l. proceeding

&gains6 any person or persons, whether a nwmber or nwuibers of

sueh Company or not, to recover any debt or demand 011 behalf of

the Compoy against such person or persons, ~ l l d for m y person or

persons to prove or elaim u d e r the fiat against soeh Coulpmy such debt or demand as may bc clue to him or them (whether a membez

between him ar them a,nd the said Company. m members of sue11 Compuy or not) on the balance of accounts

Yembed share not

to be set off against a 34. Provided tlhrays, tbat no claim or demand which any mem-

demand by assignee.	ber of any such Compny may have in respect of his share of tbe
capital or joint stock thereof, or of any dividends, interest, profits,
or bonus payable or apportionable in respect of such share shall. be capable of bkng set off either at law or in equity against m y de-
mand which the assignees of the estate a d etfed of such Company
may have agdmt such member on scmunt of any other matter or thing whatsoever; but dl proceeding in respect of me11 matter or thing may be e d d oe r e if no e b or demand existed in reepee*
of s a d c ~ p i t d m j&t stock, o t of my dividends, intemst, e t s,
ot. bonus pyaMe or rpp&mLble ha mpoct t k m E

35. KO action, suit, or other proceeding, by any creditor or Noactio creditor

creditors of m y such <'01upany, shd, so far as concerns or may be to

necersar,y tin- the recourse of sucll creditor or creditors against the ;k:l;;pany, and

persolt, property, or effkctu, of any member or menmhers thereof fbr fiat, &C., .<,t to .sect	a
the tiwe beiw .> 7 or qny fi )ruler nmenlber or mcniher~ thewof, be
deenled to prejuolice or in any imnner to affect tire right of such
creditor or creditors to snewout or prosecute a fiat agniust such Company, m. hid or their right to prove or ehim under ally fist

sac! Coml).zny, any debt or demand rcnrnining unsatis- be dccnlled to prejudice or in any manner affect the riyl~t fied, a d tlint no S I ~ I fiat, or proof, or proceeding thereuncler sl~nll

of any

or c:reditors of such Company to itlstitutc or r&intain ally actiou, suit, or other procclcdil~g, so far as co~mwls or may be necessary for the recourse of such creditor or creditors against the person, proyertv, or effects, of m y meniber or members thereof far tire time Iwing, or any fonncr nlernber or nmubers thereof: Provided alway S, that iGthiog herein coutnined shall prevent remedy a&lst colrart*ners: Provided, also, that no execution in respect of any debt or demand provable under the fiat against any such C ' o l i q ~ ~ ~ y adjuclgetf insolvent shall be issued against the person, property, or ccieets, of m y lnenlher cr members fix the time being

of such Conqmnv, or against any former member or members

tbcreof, until s fkr such debt or den lad sl~a.11 have been proved

under such fiat.

413. The law find pr~etice of insolvency in force for the time being The existing law# respecting insolvency

in South hu~t~rztlia shall extend, so far as the same may be applicable, ,,,,u,,bl, to these

to tlris Act, and to fiats in insolvency issued by virtue of this Act, and

to all proceedings nnder such fiats, save and except as may be other-

wise directed by this Act.

37. T t fillall be lawful for the Court or Commissioner authorized The Court or Corn- missioner may order

to act in tbc prosecutioti of a fiat in insolvency against any Corn- p,,onB toprepare

psny, at nnv tinle after the issuing of such fiat, to order tlmt the a11J filebalance-8heeb	and wcountu.
persons w L were ar the date of such fist Directors of such Com-
pany, or sxtch of them as such Court or Commissioner shaIl think	fit, or if there be no Directors, or it shall be unknown to the said
Court or Commissioner who are the Directors, then that such members of the Company as the said Court or Comri~issioner shall think fit, shall prepare such balance-sheet and accounts, and in such form RS such Court 01- C o m ~ a i o n e r shall direct, and file the aame in the Supreme Court of South Australia, ten days at least before the day appointed, for Qxe first rneetixl of creditors; and such

balance-sheet and accounts may be amen&$ from time to time, as

~ e s s i o n shall require and such Court or Commissioner shall direct, before the final. extarnbation under such flat; and such Court or %missioner may, from time to time, make such allowance out d the estate of sneh Company for the preparation of such balance-

Aeet and acmunts, nrrd to sush person ar persone as such Court

dkdl tw fik

38. The

38. The Court or Commissioner, acting in the prosecution of any such fiat as aforesaid, shall have all the powers of compelling the attendance of persons whom such Court or Commissioner shall think capable of giving information respecting the affairs and con- cerns of any Company, and of calling for the production of boob, papers, deeds, and other documents, and of examining such persons upon oath, and of committing such persons as such Court or Com- missioner now has by law in ordinary cases of insolvency.

Cwwt or Commis-

sioner may order	39. In case of the assets of any Company, against which a fiat in insolvency shall be issued under this Act, being found insufficient to discbarge the debts of the Company, after the sdcl debts shall have been duly proved, it shall be lawful for the Court or Commis- sioner, acting 'in the prosecntion of such fiat, to inxke an order for contribution of the deficiency by the members of the Company, or
contribution.
such of them as the said Court or Cornmissioaer shall think fit;
and such order shall, after a copy thereof being peraorlnlly served upon snch merubera respectivel~, have i l l the force and etfcct of an order in the Supreme Court for the payment of money, and may
be euforced by execution or otherwise in like manner: ~rovidid
always, that no execution or other proceeding whnll issue, or be hacl or take11 upon any such order until after the expiration of one calendar month from such personal service, and that, in the rnemtiule, it shall he lawful for any person served with such order to apply, by petition, to the Supreme Court, or one of' the Judges thereof, for relief; and the mid Court, or any Judge thereof, shall h i v e full power to alter, vary, or a n d such order, and to grurlt snch relief to the petitioner as to the said Court or Judge shall seem fit.
Court or Commis-

sioner may order 40. When the assets of any Conrpany, against which a fiat in

distri butionof surplus	insolveucy shall be issued under this Act, shall exceed the nnlount of the Company's debts proved under the fiatt, and a surplus or balance shall remain in the hands of the assignees af'ter payment of such debts, such balance or surplus shall be distributed by the assignees an~onest the several members of thc Cowpmy, rateably tincl in propol.tlon to the ioterests of such mclnbers in the joillt
by the Court or Conimissioner actin8 in prosecution of the fiat, in stock or capital of the Company; such interests to be determined
such manner as such Court or Comnllssioner shall think fit.
fiwmity may be
Certificates of con-	41. A certificate of conformity may be grmted to any Company in every case, when all the debts of the Company duly proved shall have been discharged, in like manner as in cases of ordinary insolvencies under the laws for the time being in force in South Australia, on the application of any members of the Company who shall have been a party to the &ing of the balance-sheet and accounts of the Company, or who shall have at- tended any meeting of creditors before the said Court or Commis- sioner, and shall have given evidence touching the affkirs of the Company; and such certificate shall effectually discharge the Com-
granted.
pany, and the individual members thereof, from all future liability

in

in respect of any debt or debts which shall not have been proved under the fiat; and such certificate sliall be filed of record in the Supreme Court of South Australia, in order that the same may be poduced in defence of any action or suit cornme~ieed against the Company, or any Shareholder or Shareholders therein.

42. In any case in which a Company within the meaning of this Companies already dissolved rui~y arall

Act slmll, before the passing of this Act, h v e hcen dissolved by any tl~emsalres ~ t. thi.

resolution or resolotions of the meinbe1 S thereof, at a meeting or Act? rnd in what

manner.

meetings of such niembers, purporting to have been held according to the rules and regulations of such Cowpfiuy, mcl any red eskte

of such Company sliall liave been sold or contr:zctcd to be sold, or

shall have bccn conveyed to any purcllnser or purchasers tllereof, it shall he Iawf~tl for the Trustees, Directors, or other pers~us who shall have bcou parties to such sale, contract, or conveyance, after the expiration of twelve calendar months from the date of such dissolution, if no action cr suit at law or in equity shall be pending

in respect of the dissolution of such Company, or such sale,

contract, or conveyance, to call a inecting of the persons who at the time of the passing of such resolntion or resolutions were ii~einbers of the Company, for tile pnrpose of co~~firrning

such sale, contract, or conveyance, by notice in the Souflh ilus-

tralian Goverrzrnent G n x e t t ~, ard every newspper published in Adelaide; such notice to state the time, and place, and object of such meeting,, and to be published at least fourteen days before the day appomted for the lrolding of the same; and at such meetin&, o chairman slut11 be appointed by the persons present, who at the trme of the dissolution of the Company were nleinbers of thc aamc; and every such person shall be entitled to one vote in respect of every slime held by him in the Company; and in msc the meet- ing shall, by n nlajority of votm, agree to confirtn such sale, contract,

or conveyance, the chairman shall sign a minute of the proceedings,

which nlinute sllall contain the names of the persons voting, and the number of shares respectively held by them, the time and place of meeting, the objcct for wlrklr such meeting was call~d, and the re- solution at such meeting determined upon; and such minute, so

verified by affidavit of the person signing the snine, shall effectually	signed, if filed in the Supreme Court of South Australia, and
bar all persons claiming, or who may thereafter claim ss share- holders in the Company, any equitable iriterest in the ltrtnds so solit or conveyed, as against any bona $de purchaser for a valuable consideration.

43. Nothi119 in this Act contained shall apply to any Corn- A C ~ not to to

pany or prdership other than such as shall have been forme3 or ~ ~ & c $ ~ ~ ~ ~ { ~ ~ ~

established for a period of not less thau twelve calendar mouth; and carricti

upcrationv

shall not have commenced the prosecution of the undertaking or fo"'vD1vc

the carrying on of the businem, project, or operation for which the

same shall have beeu formed, and sucli as shall, after having corn-

menced the prosecution of the undertaking, or the carrying on of

the business, project, or ope~ation for which the ramc shdl have

been fonned4have discontinued to carry 09 *ogerations for the space

;of tpvelve calendar months. T 44. Every

c- aramt,&c.. W 44. Every order, or other proceeding, or instrument, having the

effect of tra,nde~ng red estate under this Act, shall be deemed a

have wn~epu~es. Of

conveyance within the meaning of the Acts and Ordim-ces of

Council for the time being in force in South Australia providing for

the registration, enrolment, or deposit of deeds and instruments

affecting lands.

Commcncament or 45. This Act shall commence and take effect from and after the

AC~. fir& day of January, one thousand eight hundred and fifty-five.

SC'F-IEDULES REFERRED TO.

(Name or style nf Company.)

Proxy to vote in respect of shares.

I, A.B., of holder of shares numbered reepectively

(here insert the numbers) in the Company (Association or Society) do

hereby appoint C. D., of to be m? proxy upon any matter relating to the dissolution or insolvency of the said Company (Association or Society), to vote,

dissent, and act as he shall think proper. Witness my hand the day of

Signed in my presence, I having previously compared the

numbers of the shares and the name of the Company	-
with the documents produced to me.

(Signature) E, F., Notary Public.

MEMORIAL OF THE COMPANY (Bssociation or Society).

Names of Directors (if my), or of the Chairman Seoretary,

Place of business,

N m s of the Corn- Businms or or of original chief ~ ~, " { ~ ~ ~ ~, " ~ ' d p ~ & t h e

Paw. purpose. offlce (if any), Nuyty:'~~ call the meetig.

Dated this day of . (Signature,)

A resolution was duly passed on the day of at a meeting

of the shareholders of the Company (Association or Society), duly summoned for the purpose, that the said Company was then unable to meet i t s en- gagements; and that a Declaration of Insolvency should be forthwith 0led in the Supreme Court of South Austrdig in the form directed by the Act of Council in that cwe made and provided.

(Signature of Chairman of the meeting.)

D

By virtue of a resolution duly passed on the day of , 18 ,

at 8 meeting of Shareholders of the Company (Association, or Societj), duly summoned for that purpose, i t is hereby declared, that the said Company (or Aaaociation, &C., as the case may be) is unable to meet its engagements.

Dated this day of , 18 .

Witnesa (A, B.), Attorney of the Supreme Court of South Australia.

( Chairman of the Meeting)

I, A, B., of , one of the Shareholders of a Joint Stock Company

called , do hereby give notice, that I

claim of the said Company, a debt or sum of money, amounting to pounds and upwards, for (money paid, or goods sold, &C., as the case may be); and that I

hereby require the Shareholders of the said Company to meet at ,011

, the day of at the hour of , for thr

purpose of considering and liquidating my said claim.

Dated this day of , in the pear of our Lord, 18

(Signature.)

i p--

Adelaidc ; hinted by authority by W, C. Cox, Government Printer, Victoria-square.