Companies Act 1864 (SA)

ANNO VICESIMO SEPTIMO ET VICESIMO OCTAVO

.. .

A.D. 1864.

5-&p* a 7 .L

/*A

No. 13.
An Act for the Incorpmation, Rcqalation, and Wifiding up of
Trading Companies nnd" other Associations.
[Assented to, 9th December, l86 4.1
THEREAS it is expedient that the laws relating to the Incor- Preamble.
poration, Regulation, and Wifiding up of Trading Companies and other Associations should bc consolidated and amended-Be it therefore Enacted, by the Governor-ill-Chief of the Province of South Australia, with the advice and consent of the Legislative Council and House of Assembly of the said Province, in Parliament assembled, as follows:

PRELIMINARY.

1. This Act may be cited for all purposes as G The Companies ihod

title of Aot,

Act, 1864."

2. In this Act, thc expression " A company limited by shares," Interpretation

shall mean a company undcr this Act, the liability of tohe members of which is, by their memorandum of associs.tion, limited to ,the amount (if any) unpaid on the shares respectively held by them; the expression " A company limited by guarantee," shall mean a company under this Act, the liability of the members of which is, by their memorandum of association, limited to such an amount as
the members may, respectively, undertake by such memorandum to
contribute to the assets of the company in the event of its being wound up; the expression An unlimited company," shall mean a company under this Act, formed on the principle of having no limit placed on the liability of its members.
3. For

xn8m

Companies*

3, For the purposes of this Act, a company that carries on the

*	busirless of insurance in common with any other business or busi- *nesses shall be deemed to be an insurance company.

Tfib i t iv

~ r t -,

4.:No

company, association, or partnership, consisting of more than

ned ipr eaeec&ng

r t e n persons shall be formed after the coming into operation of

this

Act for the purpose of carrying on the business of banking, unless i t is formed in pursuance of some other Act, either of the Imperial

~ & ~ g ? u - ? / ~ a r l i a m e n t.

or of the Parliament of the said Province, or of Letters

Patent; and no company, association, or partnership consisting of more than twenty persons shall be formed after the coming into operation of this Act for the purpose of carrying on any other b~winess
that has for its object the acquisition of gain by the company, asso- ciation, or partnership, or by the individual members thereof', unless

# '

P	- i t is re istered as tt company under this Act, or is formed in pwsu- a c e o f some bther Act of such Parliament as aforesaid.

Divi~ion

of ~ c t.

5. This Act is divided into eight parts, relating to the following subject mattcrs-

The First Part-To

the conskltution and illcorporation of com-

panies and associations under this Act:

The Second Part-To

the astribution of the capital and liabilities

of members of companies and associations under this Act:

The Third Part-To

the management and administration of

companies m c l associations under this Act:

The Fourth Part-To

the winding up of companies and asso-

ciations under this Act:

The Fifth Part--To

the registration office:

The Sixth Part-To

companies authorized to r~gistcr undcr

this Act:

'l'hc Sel-eath Part-TO

applications of this Act to unrcgistercd

companies:

The Eighth Part-To

repeal of Acts.

PART I.

CONSTITUTION

Bh D

INCORPORATIOX

O F COMPANIES

AND ASSOCIATIONS

ENDER THIS ACT.
MEMORANDUM O F ASSOCIATION.
M O ~ O

of forming

6. Any sewn or more pcrsons associated for any lawful purpose, may, by srhscribing their names to n memorandum of association, and othurwisc complying with the requisitions of this Act in rcs-pect

compny.
1 ~ x c e p t ~ o s e of carry& on thc businekof b a n k k
b t & L % -,

&#;a-

of registration, form an incorporated company with or without

limited liability.

Mode of limiting

7. The liability of the members of a company, formed under this

liability of members.

Act,

27" & 28" VICTORIB, No. 13.
Act, may, according to thc nl~morandurn of association, be limited either to the amount, if any, unpaid 011 the shares respectively held by thcm, or to such amount as the menlbers may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up.
8. Where a company limited by shares is formed, the memo-

randum of association shall contain the following things, that is to

say-

I. The name of the proposed company, with the addition of the

word "

limited " as the last word in such nalnc:

11. Thr objccts for which the proposed company is to bc cstab-

lished:

m. A cleclamtion that tlic liability of t l ~ c

mcinbers is limited:

m. The aniount of capital with which the company proposes to be registered, divided into s1i:wes of a certain fixed amount:
A"+

Subject to the following regulations-

't >

I. That PO subscriber shall take less than one share:
IT. That each subscriber of the memorandum of association

shall write opposite to his name the number of shares he

takes.

9. Trhcrc a company, limited by gumantee, i s formed, the memo- Memorandum of

randull of association shall contain the following things, that is to pcny limited by	association of corn-
say-	guarantee.

I. The name of the proposed company with the addition of the

word

limited " as the last word in such name:

i,i

11. The objects for which the company is to bc established:
111. A declaration that each member undertakes to contribute to
the assets of the company in thc went of the same being wound up, during the time that he is a member, or within one year afterwards for payment of the debts and liabilities of the company contmctcd before the time at which he ccases to he a member, and of the costs, charges, and ex- penses of minding up the company, and for the arljjustment
of the rights of the contributories amongst thernselres,

such amount as may be requircxd not exceeding a specified

amount:

10. Where an unlimited company is formed, the memorandum Memorandumof as-

~ociation

of an un-

of association shall contain thc following things, that is to say-

limited compaay.

1. The name of the proposed company;
11. The objccts for which the proposed company is to be estab-
lished.
11, The
48 27" & 28" VICTORIB, No. 13.
C'onzpanies Act.-- 1864.

s i ~ a h r e effect

1 1.

The memorandum of association shall be signed by each subscriber, in the presence of, and be attested by, one witness at the least, and shall, when registered, hind the company and the members thereof, to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such rnemoran- dum contained on the part of himself, his hcirs, executors, and administrators a covenant to observe all the conditions of such memo- randum subject to the provisions of this Act.
of memorandum of
rsaociation,
12. Any company limited by shares, if authorized to do so by its regulations as originally framed or as altered by special resolution in manner hereinafter mentioned, may so far modify the conditions contained in its rnornorandum df association as to i ~ k e a s e its capital

-1

by the issue of new shares of such amount ~s may be thought expe- dient, or to consolidate and divide its cqi ta l into shares of larger amount than its existing shares, or to ccnvert its paid-up shares into stock, but save, as aforesaid, no alteration shall be made by any com- pany, in the conditions contained in its memorandum of association,
ARTICLES O F ASSOCIATION.

&&ations

to beprea

scribed by articles

13, The memorandum of association may, ir, the case of a company limited by shares, and shall, in a cast! of a company limited by guarantee, or of an unlimited company he accompanied, whcn registered, by articles of association signed by the subscribers to the memorandum of association, and prescribing such re@ations for

of association.

the company, as the subscribers to the memorandum of associ.ation

deem expedient; such articles shall be expressed in separate paragraphs numbered arithmetically, and may adopt all or any of the pro~risions contained in the table marked A in the First Schedule hereto; they shdl, in the case of x company whether limitcd by guarantee, or unlimited, that has n capital divided into shares, state the amount of capital with which the company proposes to be registered, and in the case of a company whether limited by

guarantee, or unlimited that has not a capital divided into shares,

state, for the purpose of enabling the Registrar of Companies to

determine the fccs payable on rcgistration, the number of members with which the company proposes to be registered; in a company limited by guarantee, or unlimited, and having a capital divided into shares, each s~zbscriber shall take orle share at the least, and shall write opposite to his name in the memorandum of assaciation the number of shares he takes.

Application of Table

14. In the case of a company limitcd by shares, if the memorandum of associatioiz is not accompanied by articles of association, or in so far as such articles do not exclude or modify the regulations con- tained in the table marked A in the First-~cheduce hereto, such last-mentioned regulations shall, so far as the same are applicable, be

deemed to be the regulations of the company in the same manner

and to the same extent as if they had been inserted in articles of

association, and such articles had been registered.

15. The

.-.

- t * 3 -:

.

2V0 &- 28O

VlCTORIE, No. 13.

bv each subscriber in the presence of, and be attested bv, one witness ciatioa,

15. The articles of asscciation shall be printed, and shall be signed $z;fs $:,",v

oi the least, and when rekistered they shall bind the &mpany and mernbcrs thereof to the same extent as if each member had sub- scribed his name and affixed his seal thereto, and there were in such articles contained a conyenant on the part of himself, his heirs, executors, and administrators, to conform to all thc regulations con- tained in such articles subject to the provisions of this Act; and all moneys payable by any rnernber to the company, in pursuance of the conditions and regulations of the company, or any of such conditions and regulations, sllall be deemed to be a specialty debt due from such member to the company.

GENERAL

PROVISIONS.

$ 2

16. The inemorandurn of association and articles of association if Registration of me-

morandum of asso-

any, shall be delivered to the Registrar of Companies, who shall ciation and articles

retain and register the same; there sllall be paid tc the Registrar of

Companies by a company, having a capital divided into shares, in re-

l
spect of the several matters mentioned in the Second Schedule hereto the several fees therein specified, and by a cornpally not having a capital divided into shares, in respect t; the several matters mentioned

in the Third Schedule hercto, the several fees therein specified,

or such smaller fees as the Governor, with the advice of the Ex-

ecutive Council may in either case from time to time direct.

1 '

17. Upon the registration of the memorandun of association and Effect ofregistration,
of the articles of association, in cases where articles of association arc
by this Act, or by the desirc of the parties rcquired to be registered, the Registrar of Companies shall notify in the Government Gazette that the company is incorporated, and, in t h e case of a limited company, that the company is limited; and thereupon the subscribers
of the memoran(!urn of association, together with such other persons
as may from time to time become members of the company, shall be
a body corporate by the name contained in the memorandum of
association, capable forthwith of exercising all the functions of an

mon seal, with power to hold lands, but with such liability on the	incorporated company, and having perpetual succession and a com-
part of the members to contribute to the assets of the company, in the event of the same being wound up, as is hereinafter mentioned; such notice shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with.

18.

Every person may inspect the documents kept by the Registrar

I n f l ~ e ~ t i o n ~ f d ~ ~ u -

of Companies relating to companies under this Act, and may require
a certificate of the incorporation of any company, or a copy or extract
of any other document, or any part of any other document, to be
certified by the Registrar of Companies; and there shall be paid for each such inspection One Shilling, and for such certificate of incor- poration Five Shillings, and for each folio of such copy or extract sixpence, or such smaller fees as the Governor, with the advice of
the Executive Council, may from time to time appoint.
19. A
R
Companies Act.-1 864.
Copies of memoran-

dum and articles to be

19. A copy of the memorandum of association, having annexed

given to members.	thereto the articles of association if any, shall be forwarded to every member at his request, on payment of the sum of One Shilling, on. such less sum as may be prcscribcd by the company, for each ~bpy,
including such annex as aforesaid; and if any company malres default
in forwarding a copy of the memoranclurn of association, and articles
of association if any, to a member in pursuance of this section, the company so making default shall for each offence incur a penalty not exceeding One Pound. '

Prohibition anainat

20. No corn~anv

shall be registered under a name identical with

< I

identity of names in

that by which a s~~bsisting

company is already registered, or so nearly

companies,

resembling the same as in the o.pinion of the 13 i s t r a r o

~anies

to be calculated to deceive, except TV-

subsisting-

in course of b ~ i n g dissolved, and testifies its consent in such manner as the Registrar of Companics requires; and if any company, through inadvertence oor otherwise, is, without such c&~sent as aforesaid,
678 registered by a name identical with that by which a subsisting cokpany is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned colnpany may, with the sanction of the Registrar of Com;lanies, change its name; and upon such change being madc, the Registrar of Companies shall enter the new namc on the register in the place of thc former name, and shall issue a certificate of incorporation altrrud to meet thc circumstances of the case; but no such alteration of name shall affeci any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company, and any legd proceeding may bc continued or commenced against the com- pany by its new namc that might have been continued or comnzenced

against the company by its forn~er

name.

PART 11.

DISTRIBUTION OF' CAPIT.rlL.

Nature of intereat in	21. The shares or other. interest of any member in a company under this Act shall be persoilal estatt?, capable of being transferred in manner provided by thc regulations of the company, and shall not be of thc naturc of real estate; and each share shall, in the case of a company ha~ring a capital divided into shares, be distinguished by its appropriate number,
company,
Definitionof "mem-	22. The subxcriba+s of the nlcmorandum of association of any companj under this Act shall be deemed to have agreed to become members of the company whose memorandum they have subscribed,
ber."
and upon the registration of the conlpany, shall be entered as mem-
bers on the register of members hereinafter mentioned; and. every other person who has agrced to become a member of a company under this Act, and whose name is entered on the register of mem-
L.:S	bers, shall be deemed to be n member of the company.

23, Any

27" & 28" VICTORIB, No. 13.

Compnnies Act-1864.	-.-p-	I
,

28. Any transfer of the sllnre or otlxr intc~cst

of a. deccascd Tmnsferhp personal

representative.

mernbcr of a comlmiy uiicier this Act, made by his personal reyre- scntat.ive, shall, notmithstanciing suck persoi~al representative may not himself be a member, bc of the same validity as if he had been a member at the time of the execution of the instrument of transfer.

21. Every company under this Act shall cause to be kept in one Register of members.

or more boo1.r~

a register of its members, and there shall be entered

therein the following particula~s-

I. The names and addresses, and the occupations if any, of the

incmbcrs of the company, with the addition, in the case of a company liaviilg il, capital divided into shares, of a state- ment of the shares held b y each mcinber, distinguishingeach &p

,4.9&

vf &,

share by its

----F

number, and of the amount paid or agreed to be

considered as paid on the shares of each member:
11. The &ate at which the name of any person was entered in

the register as a ~nember

In. The date at which any person ceased to be a inember:

Every company acting in contravrntion of this section shall incur a penalty not exceeding Five Pounds for every day during which its default in complying with the provisions of this section continues; md evcry director or manager who knowingly and wilf~~lly authorizes ancl permits such contravention shall incur the like penalty.

25, Every company under this

ct having a capital

divided into H a l f - ~ c a r l ~ l ~ s t o f

members.

shares shall make, once at least n every six months, a list of all

persons who, on the fourteenth da, succeeding the day on which the w

3 76-

meeting in each year, thc first of such ordinary general meetings is 4 ' 8 6, s - / - F

ordinary gencral mceting, or if lere is more than one ordinary

hdd, are members of thc cornp ly; and such list shall state the S ,2

names, addresses, and occupntions of all the iizcmbcrs therein men-

tioned, and the number of shares held by each of them, and &a11

l /

contain a summary specifying the olloming particulars-

I. The amount of the capital f the company, and the number of shares into which it i
11. The nutliber of sEm-es talc I from the commencement of the

company up to the date

the summary:

H I.

The ammnt of calls mad

each share:

IT. The total amount of calls
v. The total amount of calls
V, The total amount of

vrr. The names, addresses, an

occupatims, of the persons who

have ceased to be	crs tsince the last list was made,
and thc number of	held by each of them:

The above list and summary shall

e contained in a scparatt, part of

the
46 270 & 228" VXCTORTB, No. 13.

the register, and shall be	leted within seven days after such
fourteenth day, as is	this section, and a copy shall forth-

with be forwarded

of Companies.

Penalty oncompan~

not keeping a proper

26, If any company under this Act, having a capital divided into

shares, makes default in complying with the provisions of this Act, with respect to forwarcling such list of members, or summary, as is hereinbefore mentioned, to the Registrar of Companies, ssch company shall incur a penalty not exceeding Five Pounds for every day during which such default continncs; and every director and inanagcv of the company who knowingly and wilfully authorizes or permits any such default shdl incur a like penalty.

. Cornpan to give

notice rJHconvdidetion

27. Evcry company undzr this Act having a capital clivided into its capital into stock, shall ~ i v e notice to the Registrar of Companies of such consolidation, division, or co~iversion, specifying the shares so consolidated, divided, or convcrted.

or eonPemion

o c p

shares thnt has consolidated and divided its capital into shares of

into stock.

Iarge~

amount than its existing shares, 0;. converted any portion of

~ f f e c t ofconvcrsion of share^ into stock.

28, Where any cornpmy under this Act having a capital divided into shares has converted any portion of its capital into stock, and given notice of such conversion to the Registrar of Companies, all the provisions of this Act w h c h are applicable to shares only shall cease as to so much of the cqi ta l as is converted into stock, and the register of members h c r c b ~ required to be kept by the company, and

( 4	the list of members to br: forwarded to the ltcgistrar of Companies shall show the amount of stock held by each member in the list,
,	instead of the amount of shares and the particulars relating to shares
!
llereiubcforc required.
*

,.d.c

p r y o y y b ~ n -

29. No notice of any trust, expressed, implied, or constructive,

egmter

p shall be entered 011 the register, in the case of companies under this

Act, or be receivable by the Registrar of Companies.

Certificate of shares.

SO. A certificate under the common seal of the company specifying ai?y share, or stock held by any member of a company, shall bc priwb j m i e cvidencc of the title of the member to the share or stock therein specified.

Inspection of register.

3 1. The register of mcmbcrs, comnlenciag from the date of the

registration of tllc company, shall be kept at the registered office of
the company hereinafter mentioned, and except when closed as here-
inafter nlentioncd sliall, dnring business hours, but subject to such reasonabie restrictions as the company in general meeting may impose, so thnt not less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis, and to the inspection of any other person on the payment of One Shilling, or such less sum as the company may prescribe, for each inspection, and every such meiuber, or other person may require a copy of such register, or of any part thereof, or of such list, or summary of mem-
bers
27" & 28" VICTORIX, No. 13.
bers as is hereinbcforc mentioned on payment of Sixpence for every
hundred words required to be copied; if such inspection or copy is refused, the con~pany shall incur for each refusal a penalty not ex- ceeding Two Pounds, and a further penalty not exceeding Two Pounds for every day durinm which such rcfusal continues; and h- cvrry dilector and nianag.cr ot thc company who, knowingly and ~vilfully authodzcs or permits such ref~~sal, shall incur the like penalty, and in addition to the above penalty, any Juclge, sitting in chambers, may, by order, compel an ilnlncdiatc inspection of thc rcgistcr.

32. Any company undcr this Act may, upon giving notice by r?wer to close re-

gister.

aclve~tiscmcnt in any newspapcr published in Adelaide, or nearest to thc registered office of the company, closc the register of members for any time or times not cscecding in the whole thirty days in each year.

33. Notice of any incrcasc beyond the ~egistered

capital in the Notice of increase of

cafital of a company having a capital divided into shares, whether bers to be Riven to

capital and of mem-

such shares have, or have not been converteil into stock, or of any Ecgietrarof Com-

panies.

increase F e y o ~ d the 1.egistert:d numbor in thc nuniber of members of a company not having a capital divided into shares, shall be given to the Registrar of Conlpanies in the case of an increase of capital, within fiftern clays from the (late of the passing of the ~wolution by which such increase has been authol.izcd, and in thc case of an in- crease of members, within fiftcen clays from thc timc at which such increase of rnanbcrs has been rcsolved on, or has taken place; and thc Regihtras of Companies shall forthwith record the amount of sricli increase of capital, or members; [if sucll notice is not given within the period ahrcsaid, the company sllnll incur a pcilalty not exceeding Five Pounds for cvcrp day during which such neglect to give notice continucs; and cvcry director and manager of the coni- pany, who knowingly and wilfully authorizes or permits such default, shall incur the like penalty.

34. VTllen the name of any person is without sufficicnt cause Rcmcdy for improper

entry or omission of

cntered in, or omitted from the rcgistcr of menibers of any company entry in register,
undcr this Act, or 1~11eii defiiult is made, or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company, the pcrson or member aggricvcd, or any inember of the company, or the company itself may? by motion in the Supreme Court, or by application to a Judge sitting in chani- bers, apply for an order that the register inay be rectified, and the Court, or Judge may either refuse such application with or without costs to be paid by the applicant, or Inay if satisfied of thc justice of the case, rnalie an order for the rectification of the register, and may direct the company to pay all the costs of snch motion or application, and any damages the party aggrieved may have sustained; the Court or Judge may, in any proceeding under this section, decide on any question relating to the title of any person who is a party to
such proceeding to have his namc cntcrcd in or omitted from the
register, whether such question arises between two or more mem-
bers,
B

2T0 & &B0 VICTQRIB, No. 13,

Compa?aies Act.-1 864.
I
ben, or alleged members, or between any members, o~ alleged mem- bers and the company, and generally may, in any such proceeding decide any question that i t may be necessary or expedient to decide for the rectification of the register, and may direct an issue to be tried in which any question of law may be raised.
Notice to Registrar

of Companies of reoti-

35. When any order has been made rectifying the rcgistcjr in the

ficat i~nofrc~ister.	case of a company hercby required to send a list of its members to the Registrar of ~ o i q a n i e s, the C h r t sllall, by its order, direct that due notice of such rectification be given to the Xegistrar of Con~panies.
R~gistcrtobcevidcnoe.	36, The register of members shall be p r h a facie evidence of all matters by this Act. directed or authorized to be inserted therein.

LIARILITP O F MEhlRERS.
37. Where any company, formed urder this Act, is m o m d up,
every present and past member of such company shall be liable to contribute to the assets of the compmy to an amo~mt sufficient for
ayment of' the debts of the comyany, and the costs, charges, and
-ia-f+-2a/p

&#b.-

expenses of winding up, and for tllc papnicnt of such sums as may bc

/d47d -7

required for the adjustment of thc rights of the contributories

amongst themselves, with thc qualifications fol!oming,

that is to say-

r. No past member shsll be liable to coniribute to the assets of the company if he has ceased to be a member for a period of one ?car or upwards prior to the comnzeuce- mcnt of the winding up:
11. No past mein'bcr shall bc liable to contributc in respect of

any dcbt or liability of the company contracted aftcr the

t i i e at w l k h he ceased to be a member:

m, No pi~st

rncmber shall be liable to contribute to the assets

of the company, unless it appears to the Court that ex-

isting rncmbcra are unable to satisfy the co~tributions

required to be made by them in pursuance of this Act:

:v. If thc company be limited by shrzrcs, no contribution shall be rcquircd from any nmnbcr cscecding the amount, if any, unpaid on the shares in reapcct nf M hich he i u liable as a prcscnt or past member:
v. [f the conqmny be limited by guarantee, no contribution shall be req&ecl from m y member esceeding the amount of thc undertaldng entcicd h t o on his behalf by thc

memorandum

of associ a t'

lon:

YI. Nothing in this Act contaiiiect shall invalidate any provision contained in any policy of insurance, or other contract, whereby the liability of inrii~idual rneinbcrs upon any such policy or contmct is rcstrictcd, or wlmeby thk funds of the company are done made liable in respect of such

p o h y or contract:
VIZ. No

27" & 287ICTORIJ3, No. 13.

Compzies Act.-1 864.

VII. No sum duc to any mcrnbcr of a company in his character of a member, by way of dividends, profits, or otherwise, shall be deeincd to be a debt of trhe company payable to such nlember in a case of competition between himself and
any othcr creditor not being a member of the company, but
any such s u m may be taken into account for the purposes of the final adjustment of the rights of the contributors among Ihenlselves.
PROVISIONS FOB PROTECTION U P CREDITORS.

38. Every company under this Act shall have a registered office Reeiatered office of

company.

to which all communications and notices m m bc addressed.

If any

company under this Act carries on b~~sincss

&tllout having such an

office it shall iucur :

pcnalty not exceeding F'ivc l'ounds for every Notice of situation of

day during which busincrs is so carried on. Notice of the situation	office.
of such regist;eretl officc, ancl of any changc tllcrcin, shall be in- serted in thc Goverrzme?zt Cu:ctle, and in onc ~zc:wspaper published
in the said Prorhlce nrawst to thc re~istcred office of the company,
aud shall bbc given to the Registrar oh Coinl)anies, ;nid recorded by him. Until such notice is given, the conipany shall no t be deemed to have complied with the provisions of this Act, with respect to having a registered office.

59. Every limited company under this Act, whcther limited by publication of name

by a limited company.

shares or by guarantee, shall paint or affix, and shall keep palatecl. or affixed, its name on the outside of every offkc or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible, and shall haw its nama engraven in legible characters 011 its scal, and shall have its name nlentionccl in legiblc charactcrs i n all notices, advertisements, and other official publica-

tions of such company, a n d in d1 bills of excl~angc, promissory	notes, endorsements, cheques, and orders for money or goods pur-
porting to be signcd by or on behalf of such company, and in all bills of parcels, invoices, receipts, and letters of credit of the company.

40. If any limited company under this Act does not paint or l?+ie~

onnon-pub-

lwation of name.

affix, and keep paintccl OF affixed, its nanic in maniler directed by

this Act, it sl;ali

be liable to a penalty not exceeding Five ~ouudB,

for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed; and every di- rector and manager of the company who knowingly and wilfully authorizes or permits such default, s l d l be liable to the like penalty; and if any director, manager, or officer of such company, or any person on its behalf, uses or authorizes the use of any scal purport- ing to be a seal of the company, whereon its name is not so engraven
as aforesaid, or issues or authorizes the issue of any notice or ad-
vertisement,

27" & 28"ICTORIB,,

No. 13.

vertisement, or other official publication of such company, or signs
or authorizes to be signed on behalf of such company, any bill of
exchange, promissory note or endorsement, cheque, order for money or goods, or issues or authorizes to be issued any bill of par- cels, invoice, receipt, or letter of credit of the company wherein its name is not mentioned in manner aforesaid, he shall be liable to
a penalty of Fifty Pounds, and shall further be personally liirhh to
the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same
is duly paid by the company,

%isterofmortgwa.	41. Every limited company unrlcr this Act shall keep a register of all mortgages and charges specifically affecting property of the company, and shall cnter in such register in respect of each mort-
gage or charge, a short description of the property mortgaged or
charged, the amount of charge created, a:d the names of the mort- gagees or persons entitled to such chargc. If any property of the company is mortgzaged or charged wiillot~t such entry as nforcsnid

being made, cve1.y director, manage;, or other ofher of the corn- pany, who knowingly and wilfhlly :*uthorizes or permits the omission

of such entry, shall incur a p e d t y not exceeding Fifty Pounds.

The register of mortgages required by this section, shall be open to

inspection by any inember or creditor of the corrxprtny, at all reason- able times, and if such inspection is uehsed, any officer of the corn- pany refusing the same, and evcry director and manager- of the coin- pany authorizing or knowingly and wilfully pern~itting such rcfusal, shall incur a penalty not exceeding Five Pouncls, and a further penalty not cxcecding TWO Pounds for every day during which such

refusal ~ont~inues,

and i n addition to the above penalty, any Judge

sitting in chambers mdy, by orclcr, con~pel

an immediate inspection

of the register.

Limitedandinaurance

companies to publish

42. The manager or other authorized officer of cvery insurance

etatemententeredin company, and deposit provident or benefit society under this Act,

schedule.

shall, before such company or society commences business, and also on thc first Mondjy in February, and the first JIonday in

A-cL.4s-'7	August, in every year during which it c r i e s on business, rnalie,
before some Justice, a declaration in the form contained iil the ~ o u r t i l Schedule hereto, or as near thcicto as circmnitanccs will

-I/

' ~ 2 r

admit, and a copy of such declaration shall be p!rt i11 a con- spicuous place in Ihc rcgistcred office of the company, and in every branch office or place whcre the business of the company is carried on, and shall be given to any mcinbcr or crcditor of thc company who applies for the same, upon payment of a sum not ex- ceeding Sixpence. If default is made in cornpliailcc: with the pro- visions of this section, the company shall be liable to a penalty not exceeding Five Pounds for evcry day while such default continues,

and evcry dircctor and manager of the compaily, who knowingly

and wilfully authorizes or permits such default, shall incur the like

penalty.

43. Every
2'7" & 28" VICTORI&, No. 13.

43. Every company under this Act, and no t having a capital ~ c n t

Lidof

to directorstohe

Registrar of

divided into shares, shall kecp at its registcrcd office, a register con- Gompaaicn
taining the names and addresses, and the occuyations of its directors
or managers, and shall send to the Registrar of Companies, s copy
of such register, and shall from time to time notify to him any change
that takcs plncc in such directors or managers.
44. If any company under this Act, and not having a capital ~ ~ f f $, " ~, ", ~ ~ ~
divided into shares, makes default in keeping a register of' its direc- of directorrr.
tors or managers, or in sending a copy of such register to the Re-
gistrar of Companies, in compliance n i th the foregoing rules, or in
notifying to the Registrar of Companies any change that takes place
in such directors or managers, such delinquent company shall incur
a penalty not exceeding Fivc Pounds for cvcry day during which such
default continues, and every director and manager of such company, who knowingly and wilfdly authorizes or permits such default, shall incur the like penalty.
45. Contracts on behalf of any company under this Act may be contractshow made.
made, varied, or discharged as follows, that is to say-
I. Any contract which, if made between private persons, would be by law required to be in writing under seal, may be
made, varied, or discharged, in the name and on behalf of
the company in writing, under the common seal of the
company:
Ir. Any contract which, if made between private persons, would
be by law required to be in writing, and signed by the par-
ties to be charged therewith, may be madc, varied, or dis- charged, in thc name and on behalf of the company in writing, signed by any person acting under the express or implied authority of the company:
rrr. Any contract which, if madc between private persons, wodd by law be valid, although madc by parol only, and

not reduced into writing, may be made, varied, or dis- charged by parol, in the name and on behalf of the com-	pany, by any person acting under the express or implied
authority of the company:

And all contracts made according to the provisions herein contained shall be effectual in law, and shall be binding upon the company and their succcssors, and all other parties thereto, their heirs, execu- tors, or administrators, as the case may be.
46. A promissory notc or bill of exchange shall be deemed to P:omissorpnotes

have been made, accepted, or endorsed 011 behalf of any company	bllls of exchange.
under this Act, if made, accepted, or endorsed in the name of the company by any person acting under the authority of the company, or if made, accepted, or endorsed by or on behalf or on account of the company by any person acting under the authority of the com- pany.

47. If
T
52 27O & 228" VICTORIi!E, No. 13.
Companies Act.-1864.
Prohibition against

carrying on business	47. If any company under this Act cauies on business when the months after the number has been so rcduced, every person who is a member of such company during the time that it so carries on h-mi- ncss after such pcriod of six calendar months, and is cognizant of the fact that i t is so carrying on lxisiness with fewer than seven members, shall be sevcrdly liable for the payment of the whole debts of the company contracted during such timr., and may be sued for the same without the joinder in tlie action or suit of any other member.
with less than fiye	ntlrnber of its members is less than seven, for a period of six calendar
members.

P R O V I S I O N S

FOR

PROTECTION

RIERIBERS.

amerg meeting of

company.	48. A general met ing of every company under this Act shall be held once at least in every six calendar months.
Power to alter wu-

Iations by special re-

49. Subject to the provisions of this Act, mril to the conditions

~dntion.	contained in the memorandum of association, any company forwncd
under this Act may, in genc~'aI meeting: from time to time, by
passing a special resolution in ma:mer hereinafter mentioned, alter all or any of the regulations of the company as contained in the articles of association, or in tile table marked A in thc First Schedule, where such table is applicable to the company, or. make new regulatioiis to the exclusion of or in addition to all or any of the regulatioas of the comilally, and any regulations so made by special resolution shall be Lecined to bc rcgu1at;ctns of the company of the samc validity as if they had been originali y contained in the articles of association, awl shall be sulject in like manner to be altered or modified by nny subsequcnl bpccial rcsolntioi~

Definition of special

50. A resolut,ion passecl by a company iuider this Act shall be

resolution.

deemed to be specid, whenever n resolution has been passed by n majority of not lws than three-fourths of such nlcnlbers of the corn- pany for the time being entitled according to the ~.rgnlations of the company to vote, as niny be prcwnt in ~ W S O I Z, or by PFOXY (in cases where by the -regulations of the company proxies are allowed) at any

gencral meeting of which notice specifying the intention to propose

such resolution has bccn duly given, and such ~esolution has bccn

confirmed by a majcrity of such rricrnbrrs for the time being elltitled according to the regnlationu of the ComlJmp to vote as may bc pre- sent in permn, or by proxy at a s~tbsequent gcneral meeting, of w'f~icll notice has been duly given, nncl held at an intcnal of not less than fourteen days, nor more than one calendar month from the date of the meeting at which such resolution 7vas first passed; at any such meetiny, unless a poll is demanded by at least five members, a de- claration of thc chairman that the resolution has been carried, shall %e deem& conclusive evidence ofb the fact, without proof of the

number or proportion of the votes recorded in fiver of or nn.ainst

the same; notice of :my meeting shall, for the purposcs of this sec- P

tion, be cleemed to be duly given and the meeting to be duly held, whenever such notice is given and meeting held in manner pre- scribed by the regulations of the company; in computing the

majority
27" & 280 vICTORI2E, No. 13.
majority under this section when a poll is demanded, reference shall

be l~ad to the nurnbcr of votes to which each member is entitled by
the regulations of the company.
51. I n dcfault of any regulation as to voting, every member shall Provision where no

harc one vote, and in dcfault of any regulations as to summoning metin,	regulations as to
general meetings, a meeting shall be held to be duly summoncd of which seven days' notice in writing has been served on evcry mem- ber, in manner in which notices are required to be served by the table marked A, in the First Schedule hcreto; and in default of any regulations as to the persons to summon lneetinw five members '. may summon the same; and in default of any regulations as to who is to be chairman of- snch meeting, any person elected by the mem-
bers prescnt may presidc.

52. Whcn any spccinl resolutioiz is passed by any company under Registry of special

resolutions.

this Act, n copy thereof shall bc printed and forwarded to the ltegistrar of Companies, and be recorded by hill1; if such copy is not so fbrwarcied within fifteen days from the date of the coilfirmation of the resolution, the company s l i d incur a penalty not exceeding Two Pounds for every day after the expiration of such fifteen days, during ~vllich such copy is omitted to be forwarded; and every director md managcr of the company, who knowingly and wil- fully authorizes or permits such dcfault, shall be liable to a like penalty.

53. Where articles of association hwc been registered, a copy of solutions.

Copies of specid re-

every special resolution for tllc time being in fbx~,

shall be annexed

.-c

r #X&

to or embodied in every copy of the wtic,les cf association that may*

be issued after the passin..

of such resolution; where no articlcs of G+-'@&

2 ~ J l d j. ~ - ) l

nssociatioil have been rcgistcred, a copy of :my special resolution b
shall be forwarded in print, to any nlcniber requesting the same, on

payment of One Shilling, or such less sum as the company may direct;	,
ancl if any company makes default in complying with the provisions	I
for each copy in respect of which such default is madc; and every of this section, i t shall incur a penalty not exceeding One Pound	director and manager of the company, who knowingly and wil-
fully authorizes or permits such default, shall incur the like penalty.

54, Any company under this Act may, by instrument in writing, Execution of deeds

abroad.

under its common seal, empower any person, eithcr generally, or in
respect of any specified matters, as its attorney, to exccute deeds on

its bchalf in any place not situate in the said Province; and every

deed signed by ~ u c h

attorney, on behalf of the company, and under

his seal, shall be binding on the company, and hare the same effect	l
as if it were under the common seal of the company.

55. Tlle Governor with the adrice of the Executive Council may ~xamimtionof

affairs

appoint one or more competent inspectors, to examine into the bspecton,

of company by

affairs of any company under this Act, and to report thereon in such

manner

27" & 28" VZCTORIB, No. 13.
Compnnies Act.-1864.
manner as the Governor, with the advice of the Executive Co~mcil
may direct, upon the application following, that is to say--
I. In the case of any company that has a capital divided
into shares, upon the appli,cation of members holding not
less than one-fifth part of the whole shares of the company
for the time being issued:
11. I n the casc of any company not having a capital divided
into shares, upon the ap$ication of members being in

'	number not less than one-fifth of the whole number of persons for thc time bcing entered on thc register of the company as members.

Application for in-

spection to be sup-

56. The Governor in Council, before appointing any inspector, may require the applicant,^ to satisfy him tlut they have good reason for requiring sudl investigation to be nlauie, arid that they are not actuated by malicious motives in institliting the same, and to give

by

security for payment of t l ~ e

costs of the inquiry.

Inspection of books.

57, It shall be the duty of all oEcers and agents of the conlpany to produce, for the examination of the inspectors, all books and documents in their custody or power. Evcry inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly. If any officer or agent refuses to produce m y book or document hereby directed to be produced, or to answcr any question relating to the affairs of the company, he shall incw a penalty not exceeding Five Founds in respect of each offence.

rl..

- Result ofexamination

'how denlt with,

58. Upon the conclusion of the examination, the inspectors shall report to the Cxuver~or in Council, in writing or in print according to his direction, their opinion, and. a copy thewof shall be sent to the

registered office of the cornpany, and ;L further copy shall, at the request of the members upon whose application the inspection was made, be delivered to them or any one or more of them. All ex-

penses of and incidental to any such exanlination as aforesaid s l d l

be defrayed by the niernbers upm whose application the inspectors

were appointed, unless thc Governor, with the advice of the Ex- ecutive Council shall direct the same to be paid out of the assets of the company, which he is hercby authorized to do.

Powerofcompan~

appoint inspectors.

59. Any company uncler this Act may, by special resolution, ap-

point inspectors for the purpose of examiiling into the afF~tirs

of the

company. The inspectors so appointed &all have the same powers and perform the same duties as inspectors appointed by the Governor with the advice of the Executive Council. with this exception, that, instead of making their rcport to the Governor in Council, they
shall make the samc in such manner and to such persons as the
company in general meetitlg directs, and the officers and agents of the company shall incur the same penalties in case of any refusal
to produce any book or document hereby required to be produced
to
& L t i _ a o o, ~

&A---

27" & 28" VICTORIB, No. 13.

Companies Act.-1

864.

to such inspectors or to answer any question, as they would have incurred if such inspectors had been appointed by the Governor, with the advice of the Executive Council.

60. A copy of the report of any inspectors appointed under this Act

tor^

shall be admissible in any legal proceeding as evicleilcc of thc opinion of the inspectors in rclatioii to any matter contained in such report.
KOTICES AXD LEGAL PROCEEDINGS.
G 1. Any samrnons, noticc, order, or other document, requiring to Service of notices on
be served upon the colripazly may be served by leaving the same, or

yam at their registered office.

sending i t through the post in a prepaid letter addressed to the corn- company. %

62. Any document to be served by post on the company shall be Rules ae to notices by
pos tcd in such tiinc as to admit of its being delivered in the due course of delivery within the pried (if any) prcscribcd for the scr- vice thereof; and i11 proving service of such document it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid letter into the post office.
63. Any summons, notice, order, or proceeding requiring authen- Auth~nticatian gf

tication by the company may bc signed by any director, secretary, or	of com~'~~.
other authorized officer of the company, and need not be under the common seal of the company, a i d the same may bc ill writing or in print or partly in writing and partly in print.

64. All offences against this Act, or against any regulation made Proce~dings

for

under this Act, in respect of which said offences any fine or penalty penalties.

is by this Act imposed (where no other provision for the recovery

thereof i y in that behalf made), shall be heard and determined, and

such fines and penalties be awarded, and imposed in a summary way,

by and before any tvo or more Justices of the Peace for the said Province, upon complaint in that behalf' madc.

65.

The Justices imposing any pcnalty under this Act may direct q ~ ~ l i c a t i r n

of penal-

the wholc or any part thereof to bc applied in or towards payment of 'lBB0
thc costs of the proceedings, or in or to~vards the rewarding the
person upon whose information or at whose suit such penalty has
been recovered; and, subjcct to wch direction, all penalties shall be
paid to the Treasurer, for the public uses of the Province.

resolutions and proceedings of general meetings of the company, and inga at meetings.

66. Every company ullder this Act slldl cause minutes of all Evidence of proceect.

of the directors or managers of the company, in cases where there arc directors or managers, to be duly entered in books to be from time to timc providcd for thc purposc; and any such minute as afore- said, if signed b y any person purporting to be the chairman of the meeting at which such resolutions mere ~assed or proceeding had, or
by the chairman of thc next succeeding meeting, shall be received
as evidence in all legal proceedings, and until the contrary is proved
every
U
;Z

-4

> '.

27" & 28VICTORI&, No. 13.

Companies Act.-l

864.

every general meeting or meeting of directors or managers in respect of the proceedings of which minutes l~ase been so made, shall be deemed to have becn duly held and convened, and all resolutions passed thereat, and proceedings had to have bcen duly passed and had, and all appointments of directors, managers, or liquidators, shall
be deemed to be valid, and all acts done by such directors, managers,
and liquidators, shall be valid notwitl~standing any defect that may
afterwards be discovered in their appointments or qualifications,
Provision aa to

in actions brought bp	67. Where a limited company is plaintiff in any action, snit, or may, if he have reason to believe that if the defendant be successful in his defence, the assets of the company will be insufficient to pay his costs, requirc sufficient security to be given for such costs, and may stay all proceedings until such sccurity is givcn.
certain limited corn-	other legal proceeding, any Judge having jurisdiction in the matter

paniea. +	,
:

Declaration in action

against membenr.

68, In any action or suit brought by the company against any member to recover any call or othcr moneys due from such member in his character of member, it shdl not be necessary to set forth the special matter, but it shall be sufficient to allege that the defendant is a member of the company and is indebted to thc company in respect of a call made, or othcr moneys clue whereby an action or suit bath accrued to the company.

ALTERATION O F FORMS.

Governor in council

69. The forms set h r t h in the Fifth Schedule hereto, or forms as

formsin

Schedule.

near thereto as circnmstances admit, shall be used in 811 matters to

which such forms refer. The Governor, with the advice of thcExecu- tive Council, may from time to time make such alterations in the tables and forms containzd in thc First, Second, Third, and Fourth Schedules hereto, so that the amount of fees payable to the Registrar of Com-

panies in the Second and Third Schedules mentioned be not thereby

increased, and in the forms in the Fifth Schcdulc, or make such ad-

ditions to the last-mentioned forms as he deems requisite.

Any such

table or f o ~ m when altered shail be published in the Government Gazette, and shall thereupon have the same force as if it were iucluded

in the Schedule to this Act, but no alteration made by the Governor in the table marked A contained in the First Schedule shall affect any

company registrrd prior to the date of such alteration or repeal, as

respects such company any portion of such table.

PART TV.

~ ~ I N ~ [ ) I N G

UP OF COMPANIES

AND ASSOCIATIONS

ENDER THIS ACT.

PRELININARY.

Definition of contri-

'70. The term " contributory" shall mean every pcrson liable

butory.	to contribute to the assets of a company under tl~is Act in the event of the same being wound up, and shall also, in all proceedings foi determining the persons who are to bc deemed contributories, and in all proceedings prior to the final determination of such persons
include any person alleged to be a contributory.

71, Thc

27" & 28" VICTORIX, No. 13.

$3.

71. The liability of any person to contribute to the assets of a ZJ?;;;?

company under this Act in the event of the samc being wound up
I

shall be deemed to create a specialty debt accruing due from such

person at the time when his liability commenced, but payable at th&.*

-v

time or respective times when calls are made, as hereinafter mentioned,$*

3

1 +

for enforcing such liability; and it shall be lawful, in case o&@@&
b

solvency of any contributory, to prove against his estate the estihated	7 '
value of his liabilities to future calls as well as calls already made.
I

72. Where any contributory dies, either before or after he has Contributories in case

of death.

been placed on the list of contribntories hereinaft er mentioned,
his personal representatives, heirs, and devisees, shall be liable in a

due course of administration, to contribute to the assets of the corn-	,
panv in discharge of the liability of such deceased contributory, and
such personal representatives, heirs, and devisees, shall be deemed	l
to be contributories accordingly.	l

73. W hcrc any contributory bccomcs insolvent, either before or Conttibut~lies

of insolvency,

after he has been placed on the list of contributories, his assignees

shall be deemed. to represent such insolvent for all the purposes	I
of the winding up, and shall he deemed to be contzutories accord-
ingly, and may be called upon to admit to proof against the estate
of such insolvent, or otherwise to allow to be paid out of his assets
in due course of law any moneys due from such insolvent in respect	1,
of his liability to contribute to the assets af the company 'being wound up.

74. Where any female contributory marries, either before or after Contributories in

of marringc.

she has been placed on the list of coutributories, her husband shall, during the continuance of the marriage, be liable - to contribute to

the assets of the com~~anv

the same sum as she would have been

liable to contribute if she &ad not married, and he shall be deemed

to be a contributory accordingly.

WlNDING U P B P COURT.

75. A company under this Act may be wound up by the Court Ci~mtnncegunder

whicrh company may

under the following circumstances, that is to say-

be wound up by Court.

I. When the company has passed a special resolution requiring &,-c4

k o

the company to be wound up by the court:

r=W

IT. When the company does not commence its business within

a year from its incorporation, or suspends its business for /a747	-YJ	(
the space of a whole year:

m, when the members are reduced in number to less than
scvcn:
IT. When the coKpany is unable to pay its debts:
V. Whm the Court is of opinion that i t is just and equitable tlmt the company should be wound up,
58 27" & 28" VICTOBIB, No. 13.

Companies Act.-1

8G4.

Compsny when

deemed unable to

76. A company under this Act shall be unable to pay its debts-

pay ita debts.

r. When a creditor by assignment or otherwise, to whom the company is indebted, at law or in equity, in a sum

&-ec

exceeding Fifty Pounds, then due, has sbrved on the V

company, by l&ing

the same at their registered ofice, a

demand unclcr his hand, requiring the company to pay the -. sum ro duc, and the company l&, for the space of three weeks succeeding thc scrvice of such demand, neglected to pay such sum, or to sccurc or compound for the same to the reasonable satisfaction of the creditor:

11. When execution or other process issued on a judgment, decree, or order, obtained in an!. Court in fwor of any creditor at law or in eqtlity in m y proceeding instituted
by such creditor against the corn pany is ret,urned unsatisfied
in whole or in part:
111. When it is proved to the satisfactioii of the Court that the company is unable to pay Its debts.

~ ~ ~ ~ i c s t i o n

for wind-

m g up to be made by	77. Any application to the Court for the winding up of a corn- pany nndw this Act shall bc by petition prescgtcd eithcr by the company or by one or more creditor or creditors contributory or con&ib;torieu' of the company, or by all or any of the above
petition.
t0gethi.r or separately; and every order which may be made upon any such petition shall operate in fi~vor of all the creditors and all the contributors of the company in the same manner as if it had been. made upon the j6r:t petition of a creditor and a contributory; and any Judge of rhe Supreme Court map do in chambers any act which the Court is by this Act authorized to do, and may refer to the Master of the Court any matter arising uncter this Act.

Commencenrant of

78.

A winding up of n company by the Court &all be deemed

winding up by Court. to commence at the time of the pre'sentation of the petition for the

winding up.

Courtmay grant in-	79. The Collrt may, at any time after the presentation of a petition for winding np a company under this Act, and before making an order for winding up the company upon the application of the
junction.

company, or of any creditor or contributory of the company, restrain

further proceeding in any action, suit, or proceeding against the

".S

company upon such terms as the Court thinks fit, and may, also, at

k q	any time after the presentation of such petition, and before the first

L
nomination of liquidators nominatc provisionally an official liquidator
of the estate and efl'ects of the company.

Courae to be pursued	80. Upon hearing the petition, the Court may dismiss the 'same with or without costs, may ailjourn the hearing conditionally or unconditionally, and may make any interim order, or any other order that it deems just.
petition.

by Court on hearing
81. When
27O & 228" VICTORIA!,, No. 13.

Actions and suits to

81. When an order has been made for winding up a company under this Act, no suit, action, or other proceeding shall be continued

be staged after order

for winding up.

or commenced against the compaqy except wlth the lcme of the

Court, and subject to such terms as the Court may impose.

Copy of order to bo

82. When an order has been made for winding up a company under this Act, a copy of such orclcr shall forthwith be forwarded by

forwarded to Regis-

trar of Companies.

the company to the iegistrar of companies, v h o shall make a minute

thereof i11 his boolrs relating to the company.

Power of Court to

83. The Court may, at any time after an ordcr has been made for

stay proceedings.

winding up a company upon the application by motion of any creditor or contributory of the compauy, and upon proof to the satis- faction of the Court that all proceedings in relation to such winding up ought to be stayed, make an order staying the same either altogether or for a limited time, on 'such terms and subject to such conditions as it deems fit.

84. When an order has been made for winding up R company limited by guarantee and having a capital divided into shares, any	Effect of order on share capital of com-
pany limited by guar-
share capital that may not have been called up shall be deemed to	antco.
be assets of the company, and to be a spccialty debt due to tlw
company from each member to the extent of any sum that may be unpaid on any shares held by him, and payable at such time as may be appointed by the Court.

85. The Court may, as to a11 matters relating to thc winding up,	to wishes of creditors
Court may havorcgard

haw regard to the wi

S of the creditors or contributories, as

or contributories.

bedient, direit meetings of the creditors or "contributories to be

proved to i t by anv su F

cicnt evidence, and inalq, if it thinks it ex-

A g e - a d

summoned, held, and conducted in such manner' as the Court dirccts for the purpose of ascertaining their wishes, mid may appoint a person to act as chairman of any such meeting, and to report the

result of such meeting to the Court; in the case of creditors, regard

shall be had to the value of the debts due to each creditor, and in

the case of contr ibu. ies to the number of votes confeqed on - each

contributory, by the regulations of the company.

#"--'--l

.- - -

-4
- \--

86. Where the Court makes an order for winding up a company Power of Court to

transmit winding up

under this Act, i t may, if it thinks fit, direct

all or

any

subsequent

t o ~ o w t o f ~ n s o ~ v e ~ ~ p

proceedings for winding up the same to be had before any com- missioner of insolvent estates, and upon such order being made, the commissioner therein named shall have the same jurisdiction and exercise the same powers with respect to winding up such company as the Court by which such order is made.
OFFICIAL LIQUIDATORS,

87. For the purpose of conductin

the proceedings in winding up Appointment of offi-

a company and assisting the Court

erein, the Governor, with the cialliqU'datorab

advice of the Executive Council,

from time to time appoint such

&&/a32:

and ,

6J.

Z??"?' 28' VICTORIIZE, No. 13.

and so many persons as he bk	to be official liquidators, and may
require of such persons euch	as he thinks fit, and may remove
the same, and in RUC	e case of the death or resigns-.
tion of any liquidator,	nor, with the advice of the

Executive Council, may	nother in his stead, and the
Court may nominate in d	rotation one or more of such
persons, either provision	isc, to be the official liquidator
of the estate and effects	y, and may assign to him such
salary or remuneration,	or otherwise, as it thinks fit;
if more persons than	ated, the Court shall declare
whether any act her	thorizcll to be done by the

official liquidator is to	r any lone or more of such
persons, and may distr	ation amongst them in such

proportion as it se

cial liquidator be nominated, or

during any vacancy	rty of the company shall be
deemed to be in the c

Stylo and duties of

offloial liquidator.

88. The official liquidator shall bc, described by thc style of the official liquidator of the particular zomnanv in resr~ect

of which hc

is appointed, and not by Gis indivi6ud name; he &all takc into his
custody, or undm his control, all the property, effects, and choses in action to which the company is or appears to be entitled, and shall perform such duties in reference to tbc winding up of the company as may be imposed by the Comt.

powers of official E-

89. The ofiicial liquidator shall have power, with the sanction of

quidator.

of the Court, to do the fol,lowifig things-

'3'0 bring or defend any action, suit,*

prosecution, or other

t

r * t,

legal proceedings, civil or criminal, in the name and on
behalf of the company:
To carry on the business of the company, so f'dr as may be necessary for the beneficial winding up of the same :

To sell the real and personal property, effects, and choses in action, of the company, by public auction or private con- tract, with power to transfer the wholc thcrcof to my person or company, or to sell the same in parcels:

To do a11 acts, and execute, in the name ancl on behalf of

the

conipmy, all deeds, receipts, and other documents, and for
that purpose to use, when necessary, the company's seal:

l o prove, rank, claim, and draw a dividend, in t l ~

matter of

the insolvency or sequestration of any contributory, for any balance against the estate of such corh-ibutory, and to take and reccivc diviclcnds in respect of such balance, in the matter of insolvency or sequestration, as a separate debt due from such insolvent, and rateably with thc other

separate creditors:

To draw, acccpt, makc, a d endorse, any bill of exchange or

promissory note in the name and on behalf of the com-
27" & 28" VICTORIB, No. 13.

Companies Act.-1	864.
-.	-.

vr c *
pany; also to raise, upon thc sccurity of the assets of the company, from time to time any requisite sum or sums of money, and thc drawing, accepting, making, or endorsing of every such bill of exchange or prolnissory note as aforc- said on behalf of the company, shall have the same effcct with respect to the liability of such company as if such bill or note had been drawn, accepted, made, or endorsed by or on behalf of such company, in the course of carrying on the business thcrcof:

C ' *

L. 4,

To take out, if necessary, in his official name, lettcrs of ad- nlinistration to any deccased contributory, and to do in his

official name, any other act that may be necessary for ob- . * '
taining payment of any moneys clue from a contributory c.
or from his estate, and which act canilot be conveniently
done in the name of the company, w d in all cases whcrc

he takes out letters of admimistration, or otllerwise uses	l
his official name for obtaining payment of any moncys due	I!
from a contributory, such moneys shall, for the purpose of	I
cnabling him to take out such lettcrs or rccovcr such moneys,
bc deemed to be due to the official liquidator himself:	l

To do and executc all such other things as n1aj7 be necessary for winding up the affairs of the coulpany, a id distributing its assets.

90. The Court may provide by any order that thc official liquidator ?isoretion of official

hquidator.

may exercise any of the above powers without the sanction or inter-

vention of the Court, and, where an official liquidator.isprovisiona1ly ap- '	pointed, may limit and restrict his powers by the order appointing him. ' .-m*	.	9. -
- *

91. The ofllcial liquidator may, with the sanction of the Court, appoint a solicitor to assist him in the performance of his duties.

ator.

ORDINARY POWERS OF COURT.

92, As soon as may be after making an order for winding up the cation

Collection

of asseta.

and appli-

company, the Court shall settle a list of contributories with power to rectify the register of members in all cases where such rectification is required in pursuance of this Act, and shall cause the assets of the company to be collected and applied in discharge of its liabilities.
93. I n settling thc list of contributories, the Court shall distin- Pnlvision as to rapre-

guish between persons who are cont>ributories in their own right torics,

sentative contribu-

and persons who arc contributories as being reprc~cntati~cs

of, or

being liable to, the debts of others; it shall not be necessary, where	l
the personal rcpresentativc of m y deceased contributory is placed 011 the list, to acld the heirs or devisees of such contributory, nevertheless such heirs or devisees may be added as and when the Court thinks fit.

94. The Court may, at any time after making an order for Power of Court to

winding up a company, require any contributory for the times:~p,~ pmaay.

require delivery of

27" & 28"1CTORIiE,

No. 13.

Companies Act.--1 864.
settled on the list of contributolies, trustee, receiver, banker, or agent, or officer of the company, to pay, deliver. corfvey, surrender, or transfer forthwith, or within such time as the Court directs, to 01: into the hands of the official liquidator, any sum or balance, books, papers, estate, or effects, which happen to be in his hands for thc time being, and to which the company is primd facie entitled.

Power of Court to

95.

The Court may, at any time after making an order for winding

order payment of
debt. by cot&ibdory. up the company, make an order on any contributory for the time

m ,	u w b e i n g settled on the list of contributories, directing payments to be made in manner in the said order mentioned, of any moneys due

Sr-2	from him or from the estatc of the person whom he represents to the

I ~ o m p a n y,

exclusive of any moneys which he or the estate of the person

whom hc represents may be liable to contribute by virtue of any call made or to be made by the Court in pursuan.de of this part of this Act;
and it may, in making such ordcr, when the company is not limited,
allow to such contributory by way of set-off auy moneys due to him or thc estate which he represents from the company on any inde- pendent dcaling or contract with the company, but not any moneys clue to him as a mcmbcr of the company in respect of any dividend or profit: Provided that where all the creditors of any company, whether limited or unlimited, are paid in fu13, any moneys clue on any account whatever to any contributory from the company may
be allowed to him by may of sct-off against any subsequent call.

Power of Court to

96. The Court may, at m y time after making an order for wind-

make calle.

ing up a company, and either before or after i t has ascertained the

sufficiency of the assets of the company, make calls on and order
L
OJpayrnent
thereof by all or any OF the contributories for thc time being

&T4-

settled on the list of c~ntribatorirs.

to thr cxtcnt of their liabilitv for

payment, of all or any sums it deems necessary to satisfy the debtsand liabilities of the campany, and the costs, charges, and expenses of winding it up, and for the adjustment of the rights of the contribu- tories amongst tlremselvt;~; and it may, in making a call, take into

whom the same is made may partly or wholly fail to pay thcir res-	consideration the probability that some of the contributories upon
pective portions of the same.

Power of Court to

ordor payment into	97. The Court may orcler any contributory, purchaser, or other person from whom money is due to the company to pay the same into some bank named in such order and appointed by the Governor, with the advice of the Executive Council, to be a bank for receiving
bank.
such deposits to the account of the official liquidator instead of to the
official liquidator, and such order may be enforced in the same man- ner as if it had directed payment to the official liquidator.
98, All monevs, bills, notes, and other securities paid and de- livered into an? bank in the event of a company being woun'd up by the Court, shall be subject to such order and regulation for the
keeping of the account of such money and other effects, and for the
payment and delivery in, or investment, and payment, and delivery
out of the ~ a m e as the Court directs. 99. If

27" & 28" VICTORIE, No. 13.
Companies Act.-1864.
EXTRAORDINARY POWERS OF COURT,
Power of Court to

summon persons be-

108. The Court may, after it has made an order for minding up

fore it suqmtod of	the company, summon before it any officer of the company or person
having property of
company.	known or suspected to have in his possession any of the estate or cffects ofthe company, or supposed to be indebted to the company, or any person whom the Court may deem capable of giving infor- mation concerning the trade, dealings, estate, or effects of the company, and the Court may require m y such officer or person to producc any books, palsem, decds, writings, or other documents in his custody or power relating to the company; and if any person so summoned, after being tendered a reasonable m m for his expenses, refuses to come before t l ~ c Court at the time appointed, having no lawful impediment, made lcnown to the Court at the time of sitting and allowed by it, the Court may cause such person to be appre- herded and brought before the Court for examination, nevertheless, ia cases where any person claims a,py lien on papers, deeds, or writings, or documents produced by him, such produclion shall he without prejudice to such lien, and the Court shall have jurisdiction in the minding up 10 detrrmiue al! questions relating to such lien.
Examination of
partie8 by Court,	109. The Court may examina upon oath, either bv word of mouth or upon written interrogatories, any person, appeshng or brought before them in manner aforesaid, concerning the affairs, dealings, estate, or effects of the company, and may rcdnce into vriting the answers of every such person and require him to subscribe the same.

Power to arrest con*

110. The Court may, at m y time before or after it has made an

t r ibu tor~

about to

abscond, or to re-

order for winding up a C O I ~ P L Z I ~ Y,

upon proof being given that there

Or

of his yropcrty.	is probable cause for believing that any coiitributory to such conl- pmy is about to qnit the said Province, or otherwise abscond or to remove or conceal any of his goods or chattels for the purpose of evading pavinent of calls, or fbr aroiding examination in respect of the affairs df the company, cause such contributory to be arrested,	and his books, papers, moneys, securities for moneys, goods, and	cExittels to be seized, and binl md them to be safely kept until such
time as the Court Inay order.
Powers of Court

cuurulativc.

111. Any powers by this Act conferred on the Court shall be

deemed to be in ncldition to, and not in restriction of, any other powers subsisting, either a t Iaw or in equity, of instituting proceed- ings against any contributory, or the estate of any contrihtory, or against any debtor of the company for thc recovery of any call or other sums due from such contributory, or debtor, or his estate, and such proceedings may be instituted amordingly.

Special Commis-	1	12. The Com~nissioncr of Insolvency and the Judges ~f the
sioners for receiving

1 ay ,,,	evidence.	Supreme Court shall be Commissioners for the purpose of taking
*	evidence under this Act, and every such Colnrnissioner shall, in
1	addition to any power of sunlmoning and examining witnesses, and
. .I$	requiriug the production or delivery of documents, and certifying

or
I '1

27" & 28" VICTORIX, No. 13.

or punishing defaults by witnesses which he might lawfully ex- ercise as Commissioner of Insolvency or Judge of the Supreme Court, have in the matter so referred to him all the same powers
of summoning and examining witnesses, and requiring the Fro-
duction or delivery of documents, and punishing defaults by witnesses, and allowing costs, and charges, and expenses to witnesses as the Court which made the order for winding up the company has, and the examillation so taken shall be returned or reportcd to such last- mentioned Court in such manner as it directs.
VOLUNTARY WINDING UP OF COMPANY.

1 1	3. A company under this Act may be wound up voluntarily-	( $ ~, " ~ ~ ~ ~ ' ~ ~ ~ $
b6 wound up

r. When thc period, if any, fixed for tlle duration of the corn- vQlunkwily,
pany by the articles of association expires. or when the event, if any, occurs, upon the occurrence of which i t is provided by the articles of association that the company is to be dissolvcd, and the company i r l general meeting has passed a resolution requiring the company to be wound
up voluntarily:
11, Whcn thc company has passed. a special resolution requiring the company to be wound up voluntarily:
zrr. When the company has passed an extraordinary resolution to the effect that it has been .proved to its satisfaction that the company cannot, by reason o f its liabilities con- tinue its business and that it is advisable to wind up the same.

to be extraorclinary which is passed in suck a manner as would, if

114. For the purposes of this Act, any resolution shall be deemed E;;;$$8'$$;n,

it had been confirhed by a s;bsequent

meeting have constituted a

special resolution as hereinbefore defined.

S-0

115. A voluntary winding up shall be deemed to commence Commencement of

at the time of thc passing of the resolution authorizing such	win'""ng
windin g-up.

116. When a company is mourid up voluntarily, the company ~ff:ct ofvoluntary

shall, from thc date of the commencement of such winding up, cease	winding up on statvr
to carry on its business, cxccpt in so f i r as may be required for the beneficial winding up thereof, and all transfer of share< exccpt t r n s - fers made to or with the sanction of the liquidators, or alteration in the status of the members of the company taking place after the commencement of such winding up shall be void, but its corporate state and all its corporate powers shall, notwithstanding that it is othenvise provided by its regulations, continue until the affairs of
the company are wound up.

117. Notice of any special rcsolution or extraordinary resolution Notice of resolution

win4 up y o l w

passed for winding up a company voluntarily shall be given by hw,

ad~ertiscment

in the Govenzment Gazette.

118. The

27" & 28"

V I ~ O R I B, No. 13.

-
Companies Act.-1864.
Coneequencert of a

voluntary winding

11 8. The following consequences shall ensue upon the voluntary

UP.	winding up of a company-

I. The property of the company shall be applied in satisfaction of its liabilities, pari ptzssu, and, subject thcrcto, shall, unless it be otherwise provided by the ~egulations of the company, be distributed amongst the members according to their rights and interests in the company:
9%
11. Liquidators shall be appointed for the purpose of winding
up the affairs of the company and distributing the property:
111. The company, in general meeting, shall appoint such persons RS it thinks fit to be liquiclators, and may fix the remune- ration to be paid to thcin:

iv. *If one person only is appointed. all the provisions herein contained in reference to sevc~al

liquidators shall apply to

-.
v. Upon the appointincnt of liquidators, all the powers of the
directors shall cease, except in so far as the company in
general meeting, or the liquidators may sanction the con-
tinuance of such powers:
vr. When several liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be determined at the time of their appointment, or in default of such determination by any number not less than two:
VII. The liquidators may, mithont the sanction of the Court,

exercise all powers

.,-

by this Act given to the official

liquidator:

vm. The liquidators may exercise the powers hereinbefore
given to the Court of settling the list of contributories of
the corLlpany, and any list so settled shall be p~imr2 fade

The liquidators may, at m y time after the passing of the

evidence of the liability of the persons named therein to be contributories:

resolutiori for winding up the conipany, and before they have ascertained the sufficiencv of the assets of the com- pany, call on all or any of the'contributories for the time being settled on the list of contributories to the extent of their liability, to pay all or any sums they deem necessary to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of winding it up, and, for the adjustment of the rights of the contrib~rtories amongst themselves and the liquidators, may, in making a call, take into considera~tion the probability that some of the contributories, upon whom the same is made, may partly or wholly fail to pay their respective portions of the same:

X. The liquidators shall pay the debts of the company, and
adjust
!W0 & 228" VICTORIZ, No. 13.
Companies Act.-1 864.
adjust the rights of the contributories amongst them-
selves,

119. TVherc a company limited by guarantee, and having a Effect of winding

on share capital of

capital divided into shares, is being wound up voluntarily, any share company limitedby
capital that may not have been called up shall be deemed to be guarantee*
assets of the company, and to be a specialty debt due from each
member to the company, to the extent of any s u m that may be un-
paid on any shares held by him, and gaj-ablc at such time as may
be appointed by the liquidators.

120. A company about to be wound up voluntarily, or in the Power of comljany to

del~g-ate

ailthnrity to

course of being &und

np vohmtaril y, may, by an ~ ~ t r a ~ r d i n a r y

appoint lipuidator8.

resolution, delegate to its creditors, or to any committee of its cre- ditors, thc pow& of appointing liquidttors; or any of thcrn, and supplying any vaxancies in the appointment of liquidators; or may, by a likc resolution, enter into any arrangement with rcspcct to the powers to be exercised by t.he liquidators, and the manner in which thcy are to be exercised; and any act done by the creditors, in pur- suance of such delcgated power, shall have the same effect as if it

Others.

Number of

Serial

I n what

Shares [or ex-

Narne.

Address,

Dcscrlption.

Character

No.

tent of

inoluded.

interest].

No. 29.-Notice

o f Cbntributories of Appointment to settle List of Contributories.

In the matter, &c.

His Honoi-

has appointed the

day of

180 ,

of the clock in the

noon

a t his chambers to settls. the list of the contributories of the above- named company, made out and left et the chambers of fhe said Judge by the official liquidator of the said company; and you are included in such list in the charac-tcr, and for the numbcr of shares [or extent of interest] stated below; and if no'sufficient cause is shown by you to the contrary, at the time and place aforesaid, thc list will be settled by thc said Judge including you therein.

Dated this

day of

186

R. H., Official Liquidator,

To Mr. A. B. [and to
No,
Companies Act.-1864.

No. on

In what

Number of

List.

Name.

Address.

Description.

Character

Shares [ o r extent

included.

of Interest].

No. 23.-Afldavit of service of Notice.

I n the Supreme Court.

In the matter, &c.

I, TV. S., of &C., clerk to hlessrs C. and D., of &C., the solicitors of the official

liquidator of the above-named company, make oath and say as follows :-
l. The first six columns of the schedule now produced and shown to me, and marked with the letter A, contain a true copy of the list of contributories of the said company, made out and left at thc chambers of His Honor
by the said official liquidator on the day of 186, and now on the file of procecdings of the said company, as I know from having, on the clay of 18, examincd and compared the said scl~edule with the said list; and I have, in the seventh column of the said schedule marked A, set forth the names and addresses of tile solicitors who have entercd appearances for any of the contributories named in the said list.

2. I did, on the

day of

186

, i n t h e

manner hereinafter mentioned, serve a true copy of the notice now produced and shown to me, and marked R upon each of the respective persons whoae names, addresses, and descriptions appear in the second, third, and fourth columns of the said schedule marked A, except that, in the tabular form at the foot of such copies, xespectirely, I inserted the number on list, name, address, description, in what character included, and number of shares [or extent of interest] of the person on whom such copy of the said notice was served, in the same words and figures as the same particulars are set forth in the said schedule marked A.
3. I served tEc said respective copies of the said notice by putting such copies, respectively duly addressed to such persons respectively, or their solicitors, according to their respective names and addresses appearing in the said Schedule, marked A, and with the proper postage stamps affised thereto, as prepaid letters into the Post

Office receiving-house, No.

street, in the County of

between the hours of

and

of the clock in the

noon of thc said

drsy of
Sworn, &c.

No. 24.-The

Schedule referred to in precedittg Form.

a.

I n the matter, &c.

This Schedule, marked A, was produced and shown to W. S., and is the same Eohedule as is referred to in his affida~it sworn before me this

dav of

W.B., &;c.

I Names and ~dd&scs of Solicitors I

Number

who havo entcrcd Appearances,

No.

In what

of Shmcs Lor

and been served with n copy of

on	Name.	Address.	Description.	Chnractrr	extent	thc notice rcf~rrrd to in tho
list.	inc:uded.	aflidavit of W. S., to which this
Interest*]	Schcdnlo is an cxhibit.
--

No. 25.-Supplenzentnl

List of

Contributories, and A$idavit in support.

In the Suprcme Court.
I n the matter, &c.

I, R.P., of, &C.,

the official liquidator of the above-named company, make oath, and

say as follows :-
l. Since leaving at the chambers of the Judge the list of the contributaries in this
matter,
2M
116 27" & 28" VICTORIB, No. 13.

Companies Act.-1

86 4.

matter, on the day of, 186 , i t has come to my knowledge that the several peraons whose names are set forth in the supplemental list of contributories now produced, and shown to me, and marked with the letter B, are or havc been holders of shares in [or, members of] the said company, and to the best of my judgment, information, and belief, such persons are contributories of thc said company.
2. The said supplemental list, marked B, colltains the names of such persons, together with their respective addresses, and the number of shares [or, extent of interest] to be attributed to each; and such list is, t o the best of my knowledge information, and belief, true and accurate.
3. 1 have in the first pnrt of the said list, marked B, distinguished such of the said persons as are contributories in their own right.
4. I have in the second part of the said list, markcd B, distinguished such of the said persons a s are contributories as being representatives of, or being liable to the debts of others.
Sworn, &c.

No. 26,-Supplcmontnl

List of Contribufories rgerred to in preceding Form.

B.
In the matter, &c.
This supplemental list of contributories, markcd B, was produced and shown to

R.Y., and is the same supplementary list of contributories as referred to in his affidavit sworn before me this

day of

186

W.B., &c.

NOTE.-The

supplemental list is to be made out in the same form as the original

list, Form No. 23.

No. 27.-Certzycate

Associatz of SottlemertZ of the i i j f o f Oondributorics.

I n the matter, &c.

I n pursuance of thc di~cctions

given to me by His Honor

, I

hereby certify that the rcsult r f thc settlement of the list of contribulo~ics of the above-named company, made cut and left at thc chambers of the said Judge by thc official liquidator of thc said company on the day of ,186, pursuant to the above statute and the rules thereof in that behalf, so f:ir as the said list has been settled up to the date of this certificate, is as follows :-
l. The scvcrul persons whcse narncs axc sct forth in the second column of the first
Schedule hereto have bem included in the said list of contributories as contributories
of the said company ill respect of the number of shares [or, extent of intcrest] set

opposite thc names of such contributories, re~pectively,

in thc s:~i

i Scl~edulc.

I have. in the first QnrL of the said Schedule, distinguished such of the said several

persons ~ncluded

in che said list, as are contributories in their own right.

I have, in thc second pnrt of the said Schedule, distinguished such of the said
smcral persons included in the said list as arc contributories as being reprcsentativev
of, or bcing liab!c to the debts of others.
2. The several persons whose names are set forth in the s x o n d column of the accond Schedule hereto, have been excluded frorri the said list of contribuiouies.
3. I have, in the seventh column of thc said first and second Schedules, set forth. opposite the name of each of the said several persons respectively, the date when such persoxi was included in, or excluded from the said list of contributories.
The evidence produced, &c.

Serial

I n what

No. of 81.1arcs l

Dntc

No. in

Xamc.

[ov cx'ient

when inaluded in

included.

of Intcrcst.]

the List,

--	- - - -.---

-
27" & 28" VICTORIB, No. 13.

SECOND

P A R T. - C O ? Z ~ T ~ ~ U ~ O T ~ P S,

U S being Representatives

o f, or liable to the Be6ts

o f

Others.

Serial

Ir, what

No. of Shares

Date

No. in

Name.

Addrcss.

Description.

Character

[or rxtcnt

when includcd in

List.

included.

of Interest 1

tho Lidt.

--	-.--p------

'v'1nt

serial

No. of Shares,

Dntc when

Yo. in

Nsrnc.

Address.

I)escription,

[W extent

excluded from

~ - ' ~ ~ p ~ ~ ~ ~

of 1ntercst.1

List.

be included.

the List.

- - - - - - -__C

-------P

Dated this

dav of

P86

Approved the

day of

186

. i

L. J. P., Associate.

.-

No. 28,-Order

OH Application to vary List.

day tllc

day of

186

at chambers.
I n the matter, &c.

Upon the application of W. N, to review the list of contributors of the said corn- pnny, i n respect of the inclu~ion

of the said W. N. thcrcin, arid that his rtauze rnay

be excluded therefrom, and upon 11e:lving counsel, &C., niid upon rending, &C., i t is ordered that the name of the said W. N. be excluded from the said list of' con- tributors [or the Judge doth not think fit to make any order on the said application, except that the said W. N. do pay to 12. l'., the officiai liquidator of' the said com- pany, hi3 costs of this application, to be taxed by the JIaster of thc Court, in casa

the parties differ].

__I

No. 29.-Affidavit

cf Oficial Liqzsidator in support of proposal for Call.

I n the Supreme Court.
I n the matter, &o.

I, R. P., of, &C., the official liquidator of tlie above named compnny, make oath,

and say as fullows :-

I have, in t l ~ c

scl~edule

now produced and- shown t o mc, and marked with the

letter A, set forth a statement showing the amount due i n respect of the debta allowed against the said company, and the estimated amount of the costs, charges, and ex- penses of and incidental to the winding up the affairs thereof, and which several

amounts form in the aggregate the sum of S

or thereabouts.

2. I have also, in the said Schedule, set forth a statement of the assets in hand belonging to the said company, amounting to the sum of X nnd no more. There are no other assets belonging to the snid company except the amounts due from certain of tlie contributors of the said company; and to the best of my infor- mation and belief, i t will be impossible to realize, i n respect of the said amounts,

more than the sum of 2

or thereabouts.

3. It appears, by the associate's certificate, dated the

day of

186 ,

that

persons have been settled on thc list of contributors of the said

company, in respect of the total number of

shares.

4. For

Companies Act.-1

86 4.

4. For the purpose of satisfying the several debts and liabilities of the said com- pany, and of paying the costs, charges, and expenses of and incidental to the winding up the a&irs thereof, I believe the srlm of ;E will be required, in addition to the amount of the assets of the said company, mentioned i n the said Schedule A, and the sum of &

5. I n order to provide the said sum cf £

i t is necessary to make n call

upon the several persons who have been settled on the list of contributories, as before mentioned, and having regard to the probability that some of such contributories will partly or wholly fail to pay the amount of such call, I believe that, for the purpose of realizing the amount required, as before mentioned, i t is necessary that a call of
2 per share should be made.
Sworn, &C.,
No. 30.-Summons for intended Cat!,
I n the matter, &c.
Let all parties concerned attend at my chambers in the

day the

day of

186

; at

of the clock in

the	noon, on the hearing of an application on the part of the official liqui-

Gator of the above-named company, that a call to the amount of S

per share

may be n~ade

on all the contributories [or if upoa any particular class, spec& the

same], of the said company.

This summons was taken out by A. and B., of

in the county

o f

solicitors for tbe said official liquidators.

To Mr. A.B., of, &C., a contributor of the said company,
proposed to be included in the said call.

No.

3 1

.-Advertisement of intmded Ca2i.

I n the matter, &c.

By direction of the

, noticr, is hereby given,

that the said Judge 'has appointed

the

day of

186 ,

o"'c1ocli in the

noon, at his clianibers,

make n call on all the contributori~s

of the said company [or as the case may be], and

the official liquidator of the said company proposes that such c d l shall be for &

per shnre.

All persons interested are entitled to attend at such day, hour, and place,

to offer objections to surh call.

Dated this

day of

186

L. J. P,, Associate.

No. 32.- General Order for a Call.

at cliambers.

the

day of

186

I n the matter, &c.
Upon tho application of the official liquidator of the above-named company, and

upon reading two orders dated tllc

day of

186

arid the

day of

186 ,

the associate'u certificate, dated the

186

, an affida~it

of the said official liquidator,

filed

186

and the exhibit marked A, therein referred to, and an affidavit

filed

186,

i t is ordered that a call of

pounds

p r

share be m ~ d e

on all the contributories of the said company [or as the case may

be] :

And it is ordercd that each such contributory do, on or bef'urc the

day of

186

, pay into the Caul; of

to the account of the

oficial liquidator of the	company, the amount which will be due from
him or her in respect of such call.

NO. 33.-ATotice

to 6e served with the General O~der for

a Call,

I n the matter, &c.
The amount due from you, A.B., in respect of the call made bp the above [or

within] order is the sum of £

, which sum is to be paid by you into the

Bank of to the account mentioned i n the said order. You can pay the same i n person, or through a banker or other ngent; but this notice and copy order must
be
27" & 28" VICTORIB, No. 3.3.

be produced at the bank upon such payaxnt, R I I ~

the cnsl~ier

of the bank will, upon

receiving the same, deliver to you n certificate of the payaient, in numbered
signed by the said cadhier. I n order t o prevent proceedings being taken against you
for non-pyment, you must immediately, upon such pnylrlcnt in, cause writcm notice
of the payment, and of the date thereof, to be given to m e, as the official liquidator

of the said company, at my ofice, No.

street, in tlie

Dated this

day of

186

R. P., Official Liquidator.
To Mr. A. B.

No. 34.--Afl&wit in support 04	Application for	Order for payment of	Call due from
Co?atribzrtories.

I n the Supreme Court.
I n the matter, &c,
I, R. P,, of, &C., the official liquidator of the above-named company, make oath,
and say as follows :-

l. None of the contributoricv of t11c &l

cornpnny whose names are set forth i n

tlic Scl~eclule hereunto annexcd, m:trk~cl 8, have paid 01' c a u ~ c d to he paid the re9l)ective sums set opp,,si;e tlteir reapect.ive l imes i n the snid Schedule, arid which sums are the rcapectire antuunts now due from them respectively it1 respect of tlle call of £ per share, i l l pursuance of tlic order of the Judge in t h a t belialf

dated the

day of

186

2. T h e respective amounts or sums set oppo.jite tlie nnmes of such contributories respectively in such Schedule, arc tlic truc amounts due and owing by such cola- tributories respectively in respect of the said call.
Sworn, &c.
A

THE

SCHEDULE

ABOVE REFERRED TO.

included.

....

N o ~ ~. - h z addition to th? nbovc ctj5diivit, an afidrcoit of

the service of

the order

and notice

flyos. 32 a n d 3.3)

fie required.

No. 35.-Orderjb

payment of

Call dt6efrom a Contributory,

clay the

day o f

186

at chambers,

I n the matter, &c.

Upon the application of the offinial liquidator of the above-uamed company, aud

upon reading the order, dated the

day of

186

, an

affidavit of

filed the

day of

186

, and an nffidavit of

the said ofiicial liquidator, filed the

day of

186

It is ordered that

C. D., of, &C., [or E, P. of, &C., the legal pcr5onal representative of L. M, late of, &C., deceased] one of the contributories of the said company [or ifagainst several contributories, the several persons named in the second columr~ of the Schedule to

this order, being rcspectivcly contributories of the snid comp:,ny],

do on or before

the

day of

186

, or within four days after service of this

order, pay into the Bank of

to the account of the official liquidator of

the	company [or to A. 'R., the official liquidator of the snid company,

?presentative, add out of the assets of the said L. &L, deceased, in his hands as

at his office the sum of .$ C j ' against fi legal personal

such
2N
27" & !B0 VICTORIB, No. 13.

Companies Act. -1

864.

.	such legal personal representative, as aforesaid, to be administered in a due course of

administration, if' the said E. F. has in his hands so much to be adainistered, or (f
agaiast several contributories the several sums of money set opposite to their
respective names in the sixth column of the said Schedule hereto] s u c 4 sum [or
sums] being the amount [or amounts] due from the said C. D.] [or L, 31.3 [or the
said several persons respectively] in respect of the call of 3 per share,

made by the said order, dated the

day of

186

-

SCHEDULE

REFERRED TO IN THE FOREGOING

ORDER.

No, on

In what Character

Amount

Name.

Address.

Description.

List.

included.

due.

--A--

-

No. 36,-Nolice

to be tndorsed on, or

s e ~ v e d with eve?*y Order directi~ty

payment o f

Money into a Bank.
You can make the payment directed by the within [or above] order at the Bank

in person, &c.

Las in the F o r m No. 33.3

To Mr.

E, P. Official Liquidator.

No. 37.-Cerlz~cafe

of Payment of M o n ~ y

into the Bafik qf

In the matter, &C.,
No.

day of

186.

I hereby certify that C, D., of, &C., has this day paid into the Bank of

the sum of &

to br placed to the credit of the official liquidator of the

company, pursu:.nt to an order dated the

clay of

186

.£	M. H., Casliier.
I n the Snprerne Court,

I n the matter, &c.

I, J. B., of, &C., lnake oat11 and say as fo!lows :-

l. 1 did on the

day of

186

:,ersonnlly aerre G. F. of

in the county of'

, &C., with an order made 111 this matter by 1 5 s Hnmr

dated the

day of

186

, w l m e it w a s ordered

[set out

the order in the past fetzsc], Ly delivering to, nnd leavilig with t l x aid G. F., fit

in tile conlrty of

n t rue copy of' the mid order, and at the

same t i ~ e

producing and showing unto him, the said G. F., the said o r~g ina l

order

duly entered.
Sworn, &c.

No. 30 ---r?fldn.cit of

non-payment of

N o n a y 631 Order directed to bc pnid into

a Bat&.
I n Snp erne Court.
In the matter, &C.,
I, R. P. of, &C., the official liquidator o r the above-named company, make oath,
and say a3 fol1ow.s :-
l. 0, F., the person named in an order made in this matter by His Honor

dated the

day of

186

, has not paid into the Bank

to the account of the official liquidator of the

company the

whole or any part of the sum of &

as by the said order directed.

c or
27" & 28" VICTORLB, No. 13.

r Or, in case of

sevaral Parties].

1, None of the several persons whose 1;nnles and addresses are set forth i n the Scheclule hercunder writtcn, m d w h o have respecti~'c1y

h e n duly selvetl with orders

made in this r n ~ ~ t t e r

by His IJg~uoi.

of the reapcctivc d ~ t e s

set opposite

t o their respective n:un.l;

i n thc wi:l Sclie4u!e,

h v e paid i n t o the Bank oP

to the account of' the oflici:~l

li(111id.ltor ut' the

co:npclny, the WE -4e or any

part of t l ~ c

several sums of lnoney 31:t oppo-cite to their respective names h: the said

Scliedule liereunder written, as by tilt: said oiders reyectively directed.

2. T am enabled to depose to ~uql1

non-pfiyment by reason of my having this day

ascertained, by inquiry at the said bank, tllnt such pnyinent Cor p~yments] has [or
have] not been made, ancl seen the certificate of payinznt i n t~umbered
[or several certificates of p:iymeilts, in the numbers whereof rcspcctivcly arc set forth
i n the sixth c0111wn of the said Schedule, oppoiite the names of the snid respective
persons, being certificate^] furnished by me to the cashier of the snid bank f'or de- livery to the said G. F. [or several persons respectively] upon such payment [or payments] being made, still in the hands of the cashier of the said banli. No noticc: [or notices] of such payuleut [or payments] having been mad,?, has [or have] been

given to me by the said G. F.

[or several l)evaon? rwp~~c t ivc ly j.

Sworn, &c.

No. 40.-Beyucst

to dnccst Cash in Gocernnwnl Securities.

I n the matter of, &c.

T o the

Bank of

Gentlemen-It

appearing that the sum u f A

cash is standing to the

credit of the account of the official liquiclators of the above-named company, you are hereby requested to invest the sum of, part thereof, i n the purchase of

Governrncrit Securities, i n the rrarne of R. l?.,

of, &C., the official liquidator of tll.;?

said company.

The said securities are not to be sold, trnmf'crred, or otlrerwise dealt

with, except upon direction fog: that purpose.

Signed by the official liqnitlator of the said company, and countersigned by the

associate of I-Iis lIonor	, or under an order to be made by the
said IJudge.

Dated this

day of

186

I am, Gentlemen, your most obedient servant,

R, l?.,

Official Liquidator.

Countersignsd-L. ?J. F., hssocidte:
--

No. 41.-h'otice

or Aducrtiscme?zt ofIl_'eeting of

Creditors or Contrilutories.

I n the matter, &c.

Notice is hereby given, th,tt Iris iIonor

has directed a ineeling of

the creditors [or co~lt~ibutories]

of the abave-namcd company to bc summoned, pur-

suant to tlr? ibol-e statute,

for t ! l q ~ t u l p s c

of asccrtnining their wishes as to [slatc

the ohject for zuhich meeting called, wnlt'ss notice is hi/ adv~disement,

in U&C?L

case

say certain mattem ~clut i??g

to the wind in.^ up of

the said contpuazy] and that such

meeting will be held on

day the

day of

186

o'clock in the

110011, at

ill the county of

nt which time and place	all the creditors [or con t r ibu to r i~ ] of t he said company
are requested to attend,	[The said Judge has appointed H. T., of, BC., to act as
chairman of such meeting].

Dated this

day of

186

R. P., Official Liquidator.
No.
27" & 28" VICTORIZ, No. 13.

Comqmzirs Act.-1

864.

No. 42.-Appointment

Proxy to vote at Meeting of Oreditors or Cbntributories.

*
I n the matter, &c.

J&-%

I, W. S., of'

in the covnty of

, being a creditor [or con-

tributory] of the above-named companv, hereby appoict, of 9 as my proxy, to vote for me and on my behalf a t the meeting of the creditors [or contributories] of the said company, summoned by direction of His IIonor B

to be held on t lie

day of

and at any ad jou r~men t

thereof.

As witness my hand this

day of

186

W. 6.
Signed by the said W. S. in the presence of
5. M,, of, &c.

N o. 43.-Memoran3um

of Appointnzeut of a Person to ac t ~zs Chairman a t Meetizg

of Creditors or Co~ztributories,
I n the matter, &c.

His Honor

has appointed Mr. H. T., of, & c, one of the creditors Lor

contributories] of the d o v e aarued company, to act 3 3 chairman 01' n meeting of the creditars [or contributories] of the said company, s~~mrnoned by clirectioil of the snid

Judge, pursuant to the above Statute, to be l~clcl

0'1

day the

day of

186

, at

o'clock in the

IIOUII,

in the

county of

and to report the result of such meeting to the said Judge.

The said meeting is summoned for the p u r p ~ s e of ascertaining the w i s h e ~ of the creditors [or contributoriesj of the said coinpany, as to [state the object.for which meeting called], and a t such meeting the votes of the creditors [or contributories]

may be given, either personally or by pro-cy.

Dated this

day of

186

b. J. P., Associate.

No. 44.-

Chairmart's Report of result of Meeting of

Creditors or Contribztorics,

I n the. matter, &c.

I, H. T., the person appointed by His Honor

to act as chairman of

a meeting of the creditors [or co~tr i5utor ies l

of' the above-named company, summoned

hy advertisement [or notice], Cnted the

day of

186

and held on

the

day of

186

, at

in the county of

9 do

hereby report to the said J ~ d g c

the result of such meeting as follows :-Thc

said

meeting WRB attended, either personally or by proxy, by creditors, to whom debts against the said company have been allowed, amounting i n the whole to

the vJue of g

[or by

cont r ibutor ie~~hold ing

in the 7 ,v~~olo

shares in the said company, and catitled reepectivoly. by tlio regulatiuns of the com-

A--

&+WJ~CU

pany, to t h e number of votes hereinafter mentioned;. The question submitted to the said meeting was whether the creditors [or contributories) of the said company approved of the proposal of the official liquidator 01 ihe said company, that, &Q, [as the case may be ], and wished that such proposal should be adopted, and carried into effect. The said meeting was unaniinously of opinion that the said proposal should [or s5ould not] be adopted and carried into etfret; 09. the result of the voting upon such question was ss Sollows :--The undermentioned creditors [or colitrihutories] voted in favor of the mid proposal bciug ndoptcd and carried in to effect :-

Nunll~rr

of Vores conferred

Bamc of Creditor

Value of Debt [OY

or1

cacl~ Coutributory

[or Contributory].	/ Ntrnrber of Sbarcal.	by t l ~ c	Rrgu:ations of the
Company.

----

-----

27" & 28" VICTORIlE, No. 13.
The undermentioned creditors [or contributoxies] voted against the said proposal being adopted and carried into effect :-
Number of Votes conferred on each

&me of Creditor \or

Addre%.

Number of Shares.]

J-alW of Debt [o r

Contributory b the

contributor^. J

neglllntions

ofthe

Company.

I _ _ - -	------
I

Dated this

day of

186.

(Signed)

H. T., Chairman.

No. 45.-~J~enzorundum

of Sanction of Judge to accepting a Billof Exchange.

I n the matter, &c.

His Bonor

has sanctioned the acceptance of this bill of

exchange, by the official liquidator, on behalf of the said company.
L. J. P., Associate.

No. 46. -J femorun~hm of

Agreenwnt qf

Compromise with a CZlntri6utol-p.

I n the matter, &c.

Memorandum of agreeinent entered into this

day of

186 , between R, P., of &C., tlle ofticin1 liquidator of the ::hove-named company, of the one part, and S. B., of &C., one of the, contributories of the said company, of the other part.

TVhereas, the said S. R. has been settled on the list of contributories of the said company, nu a contributory in respect of

shares iu t;le said company, and

whereas, by an order made by Hi s I-Ionor,

, dated the

o F 186, a call of S per share was made on all the contributorlev of the said company, and there is now due, from the said S. T3. to the said company, the sum of &, in respect of the snid call. And whereas, the said S. B.

has proposcci to pay to tlic said oilicial liqlxiclator, the sum of' ;t:

by way of

cnmpromiae,

and in sa t i s f i~c t io~~

and cliscl~arge

of the said sum of GC

and of

all liability whatsoever as a contributorp of the said company. And whereas, the said official liquidator having investigated the affaira of the said S, B., nlld believing that such compromise will be bcneficlal to the said company, hath, in exercise of the

power for that purpose given to him by the above statute, agreed to accept the same,

subject to the sanction of the said Judge, and to the conditions and agreements

hereinafter contained.

Now i t is hereby agreed, by and between the said parties

hereto

: -

1st. That the said official liquidator sllall, before the

day of

next, apply to the said Judge at chambers, to sanction this agreement of compromise.
2nd. Tha t upon this agreement being sanctioned by the said Judge, the said S. B.

shall, within

days next after such sanction, pay to the said official liquidator

the said sum of £, and when thereto required, shall do and execute all such acts and deeds as inay be neccssary for transferring, or surrendering and releasing to the said official liquidator, on behalf of the snid company, or i n such manner as the said Judge mny direct, the said sharee, held by the said S. B. in the said company, nnd all claim and demand whatsoever, which the said S. B. has, or may have, against the said company, in respect of the said shares, or tbe distribution of the assets of the said company, or otherwise howsoever.

3rd. That the said sum of &

, ancl the traniifcr, or surrender and release

of the said shares and interest of the said S. B. as aforesaid, shall be accepted by the said official liquidator as, and be deemed ~ n d taken to give. to the said S. E., full and complete discharge from all calls and liabilities, claims and demands what- soever, which the said company, or the official liquidatnr thereof now has, or may hereafter have, or be entitled to against the said S. B., in respect of his being, or having been, the holder of the said shares, or otherwise as a contributory of the said company,

4th.

That

27" & 28"VICTORIA3, No, 13,

-- --

--W

C m p n i e s Act.-1

862.

-
4th. That i n case t h h agreement s h d l not he snnctioned by the said Judge, it shall cease and determine, ancl the said officiul liquidator and the said S. B. shall be remitted to their original rights with resyrxt to each other, as if this agreementhad
not been entered into.
5th. That in case this agreement sbaI1 be sanctioned by the said Judge, and the said S. E. shall not in all respects perform the same on his part, the official liquidator shall be a t liberty, with the sanction of the said J u d g e and without notice to the
said S. B., fo enforce the perfbrmance thcycof; or with the like sanction, to give
notice to tlle said S. B-, that h[: a1)ancIons th i j agreement, whereupon the same shall cease and determine, and the said official liqui~lator shall be entitled to proceed against the said S. l:., to enforce payment of tlle said sum of S, or SO much thereof as shall then remain due and unpaid, as if this agreement had not been entered into.
R. P,, Official Liquidator,
S. B.
Witness to the signatures of' the said
E. P. and S. B., C. I)., of &c.

No. 47.-Memorarzdum

of Sanction of Judge to Agreement of Compromise.

I n the matter, &c.
has sanctioned this agreement of compromise.

T,. J. P,, Associate.

No. 48.-Order

or Jfcmora~~clz~nz

of tZie scrnction of

the Judge jh certain Acts to he

clone 6y the OjTcial Lipuidcltor.
day of

at chambers.

I n the mtttter, &c.

His I I o n w

dot11 herebv sanction [or has sanctioned1 the following pro-

c e d i n g being tnlrcn [or. acts being done] by the official liquidator of the above- n ~ r n c d company, namely [stnie J e p~oc(wZir8r~s to 6 0 t d ~ ~ z or acts to h done a s ] the

bringin

[or inetituting.] and proaecutit~g a n action a t law [or suit in eqnity] i n

the name: ~ n d

on behalf of the said company against [or* defending an action at law]

[or suit n equity]

brought [or iristitwtcd] n g a i ~ ~ s t

the said cornl~any

by] K. 31., of

&C.,

to recuver a debt or s u ~ l

of .E

alleged to be due Lrorn [or to] the said

K.M., to [or from] the said coml>iIDY, 6ie.

L.	J. F., Associate.

No. 49.-Appearanct!

Book.

In the matter, &c.

Appearance Book.

If 110 appears

I f he appears l

Amcuut of

Date ~ - h c n

IChether in person,

by a Soiiuit~r,,

Ecllcitul.'s

Debt [or

Appcarnncc

Party's N u ~ n c

Creditor or

his

his Solicitor's

Addrcss.

Number of

entcrcd.

Contri~utory. for &rvice,

Eame.

U- - -	-W--	--
l

No. 60.-S~mn~ons

JOT Persow to atiend at Chambers to be examined.

I n the Supreme Court.
I n the matter, &c.

A. B., &c,,

and E. F. are hereby severally summoned to attend at the chambks of

day of

186

, at

of the

clock in the

noon, to be exnmined on the part of the official liquidittor [OF

of W. D,, of, &C.] fur the purpose of proceedings directed by His Honor
to be tnken before me in the nbove matter [And the said A. B. is hereby required
to

27" & 28' VICTORIA, NO.

13.

Companies Act.-1864.
to bring with liim and prodnco a t the time and place aforesaid, a certain indenture [describe docunzents] snd all other b o ~ k s, p:ipers, deeds, writing, and othcr documents in his custody, or power in any wise relating to the above-named company.

Dated this

day of

186

L.	J. P., Associate.

This summons was taken out by Messrs. C. and D., of

in the

solicitors for the official liquidator [or for the said W. D.]

NO. 51.-Cert1~c.ate

of the Company being

c o n y d e t e l ~ wowad up, and o f t h e O$icid

Lipzciclnto~

i~aving

passed his Final Account.

I n the matter, Sic.
I n pursuance of the directions given to me by His Honor

I hereby certify that R. l'.,

the official liquidator of the above-named company, has

passed his final account as such official liquidator. and that the balance of 3
thereby certified to bs due to [or from] the said official liquidator has been paid in
the manner directed by the order dated the day of 186 And
that the affairs of rho said company have been completely wound up.
The evidence produced, &c.

Datcd this

day of

186

L. J. P,,

Associate

Approved the

day of

186

No.	52.-0rde~ ta Dissobe the Company.

the

day of

186

at cllambera.
I n the matter, &c.

Upon the application of the official liquidator of the above-named company, and upon reading nu order dated the

day of

and the associate's certificate,

dated the

day of

whercby i t appears that the affairs of

;he said company have been completely wound up, and that he balance of £
due from [or to] the official liquidator lmv been paid in manner directed by the
said order, i t is ordered that the said colupany be dissolved as from this

day of

, 186.

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Adelaide : Printed by authority, by W. C, Cox, G o y e m e a t Printor, Victoria-square.