Companies Winding up Act 1847 No 19a (NSW)

No. XIX.

An Act for facilitating the winding up of Jo in t

Stock Companies unable to meet their pecu­

niary engagements .	[17th September, 1847.]
WH E R E A S it is expedient	against t h e p roper ty of incorpora ted and jo in t stock companies

to ex tend t h e remedies of credi tors

w h e n unab l e to mee t thei r pecunia ry engagements a n d to facili tate t he wind ing u p of the i r concerns Be i t enacted by H i s Excel lency the Governor of N e w South Wales wi th t h e advice and consent of t he Legislat ive Council thereof Tha t if any incorporated or jo in t stock company now or hereafter subsis t ing or ca r ry ing on any t rade or business wi th in t he Colony of N e w South Wales shall commit any act which by th is A c t is to be deemed an act of insolvency on t h e p a r t of such company or body t h e es ta te of such company or body shall and m a y be placed unde r sequestra t ion by the n a m e or style of t h e said company or body upon t h e pet i t ion of any creditor or creditors of such company or body (whether a member or members thereof or not) to such a m o u n t as is by t h e law of t he said Colony requis i te to consti­ t u t e a sufficient pe t i t ioning creditor 's debt in t he same m a n n e r in al l respects as if t h e same were t he es ta te of an individual or ordinary pa r tne r sh ip and the Supreme Cour t and the several J u d g e s thereof as well as t h e Res ident J u d g e a t P o r t Ph i l l ip and all persons ac t ing u n d e r any such order or adjudication for t h e sequest ra t ion of such es ta te shall and may proceed the reon in l ike m a n n e r as against o ther insolvent estates subject a lways to the provisions hereinafter made Provided always tha t t h e insolvency of any such company or body in i ts corporate or associated capaci ty (as t he case may be) shall no t be cons t rued to be an act of insolvency of any member of such company or body in his individual capaci ty.

2. A n d be it enacted Tha t t h e order for t h e sequestrat ion of t he estate of any such company or body and t h e adjudicat ion thereof a n d all o ther orders and directions of t h e said Cour t and J u d g e s and of t h e Chief and other Commissioners of Insolvent Es t a t e s shall be served on t h e person who was a t t he date of t he or iginal order of sequest ra t ion a Chief Clerk or Secre tary of such company or body or (if the re be no such person) on any person who was a t such date a Director thereof personal ly or by leaving t h e same a t t h e head office for t h e t ime being of such company or body.

3. A n d be it enacted Tha t if any such company or body shall by v i r tue of a resolut ion to be duly passed in t h a t behalf at a Board of Directors of such company or body duly summoned for t h a t purpose file or cause to be filed in t he office of t h e Chief Commissioner of Inso lvent Es t a t e s a t Sydney or Melbourne in t he said Colony as t h e case m a y be a declarat ion in wr i t ing in t h e form specified in Schedule A No . 1 he reun to annexed t h a t t he said company or body is unab le to meet i ts engagements and also a m i n u t e of such resolut ion in t he form specified in the Schedule A N o . 2 such declarat ion and m i n u t e of resolution be ing respectively unde r the common seal of such company or body and if such company or body have no common seal t hen signed by the Cha i rman of t h e Board of t he Direc tors who was present a t t h e pass ing of such resolut ion and in ei ther case such declarat ion and m i n u t e of resolut ion being respectively a t tes ted by the At to rney or Solicitor of the said company or body for the t ime be ing every such company or body shall be deemed the reby to have commit ted an act of insolvency at the t ime of filing such declarat ion and the reupon the

t h e P res iden t or C h a i r m a n of t h e said company or body or t h e

person or persons in w h o m t h e estate and effects of t h e said company or body shal l t h e n be vested as Trus tees or otherwise on behalf of t h e said company or body shall be a t l iber ty to cause t h e said es ta te and effects to be sur rendered as insolvent into t he h a n d s of t h e Official Assignee in t h e same m a n n e r as any indiv idua l or p r iva te firm now m a y or shall hereafter be empowered so to sur render his or the i r estate as insolvent unde r or by v i r tue of t h e present or any fu ture Inso lven t Law of t he Colony and such proceedings shall be t h e r e u p o n h a d as in t h e case of a sur render by such individual or p r iva te firm except as otherwise provided in and by th i s Ac t .

4. A n d be i t enacted Tha t if any plaintiff shall recover j u d g ­

m e n t in any act ion personal for t he recovery of any debt or money demand in any Cour t of Record wi th in t h e said Colony agains t any such company or body or agains t any person duly author ized to be sued as t he nomina l defendant on behalf of such company or body a n d shal l be in a s i tua t ion to sue out execut ion upon such j u d g m e n t a n d the re be n o t h i n g due from such plaintiff by way of set-off or which m a y be legally set off against such j u d g m e n t and such company or body shal l n o t wi th in fourteen days after not ice in wr i t i ng served upon t h e said company or body by service of t he same on a Chief Clerk or Secre tary or Reg i s t r a r of t he said company or body or (if the re be no officer of such denominat ion) on any Director of t h e said company or body personal ly or by t h e same hav ing been left at t h e head office for t he t ime be ing of such company or body requ i r ing immedia te payment of such j u d g m e n t debt pay secure or compound for t he same to the sat isfact ion of such plaintiff such company or body shall be deemed to have commit ted an act of insolvency on the fifteenth day after service of such not ice Provided always t ha t if such execut ion shall be

in t he m e a n t i m e suspended or res t ra ined by any ru l e order or pro­

ceeding of any Cour t of Ju s t i ce hav ing jur isdic t ion in t h a t behalf no

fur ther proceeding shall be had on such not ice b u t t h a t i t shall be lawful never theless for such plaintiff when he shal l aga in be in a situa­ t ion to sue ou t execut ion on such j u d g m e n t to proceed aga in by not ice

in m a n n e r before directed.

5. A n d be it enacted T h a t if any decree or order shall be

p ronounced in any cause depending in a n y Cour t of E q u i t y or any

order shal l be m a d e in any m a t t e r of insolvency or lunacy aga ins t any such company or body or aga ins t any person duly author ized to be

order ing a n y s u m of money to be paid by such company or body and sued as t he nomina l defendant on behalf of such company or body

such company or body shall disobey such decree or order t h e same

hav ing been served upon such company or body by service of t h e same on a Chief Clerk or Secretary or Reg is t ra r of t h e said company or body or (if t he re be no officer of such denominat ion) on any Director of t h e said company or body personal ly or by t h e same hav ing been left a t t h e head office for t h e t ime being of such company or body the person ent i t led to receive such s u m under such decree or order or interested in enforcing t h e paymen t thereof p u r s u a n t there to m a y apply to the Cour t by which t h e same shall have been pronounced to fix a peremptory day for t h e p a y m e n t of such money which shall accordingly be fixed by a n order for t h a t purpose and if such company or body be ing served in m a n n e r aforesaid wi th such last ment ioned order fourteen days before t h e day the re in appointed for paymen t of such money shal l neglect to pay the same such company or body shal l be deemed to have commi t t ed an act of insolvency on the fifteenth day after t h e service of such order.

6. A n d be i t enacted Tha t i t shall be lawful for t he assignees

of the es ta te a n d effects of any such company or body to ma in t a in any

H — V O L . 3 . act ion

act ion suit or o ther proceeding agains t any person or persons (whether a member or member s of such company or body or not ) to recover a n y debt or demand on behalf of t h e said company or body agains t such person or persons and for any person or persons to prove or c laim agains t t he es ta te of such company or body such debt or demand as m a y be due to h i m or t h e m (whether a m e m b e r or member s of such

company or body or no t ) on t h e ba lance of accounts be tween h i m	or
t h e m a n d t h e said company or body.

7. Provided always and be i t enac ted T h a t no c la im or demand which a n y member of any such company or body m a y have in respect of h is share of t h e capi ta l or jo in t stock thereof or of any dividends in teres t profits or bonus payable or appor t ionable in respect of such share shal l be capable of be ing set off e i ther a t L a w or in E q u i t y agains t any demand which t h e assignees of t h e estate and effects of such company or body m a y have aga ins t such member on account of any o ther m a t t e r or t h i n g whatsoever b u t all proceedings in respect of such m a t t e r or t h i n g m a y be carr ied on as if n o c la im or demand exis ted in respect of such capi ta l or jo in t stock or of any dividends in teres t profits or bonus payable or appor t ionable in respect thereof.

8. A n d be i t enacted T h a t no act ion sui t or o ther proceeding

by any creditor or credi tors of any such company or body shall so far as concerns or m a y be necessary for t h e recourse of such creditor or credi tors agains t t h e person p roper ty or effects of any member or mem­ bers thereof for t h e t i m e being or a n y former member or members thereof be deemed to prejudice or in any m a n n e r affect t he r i gh t of such creditor or credi tors to pe t i t ion for a n d p rocure the sequest ra t ion of t he es ta te of such company or body or his or t h e i r r i gh t to prove or claim agains t t h e es ta te of such company or body any debt or d e m a n d re­

m a i n i n g unsatisfied and t h a t no such seques t ra t ion or proof or pro­

ceeding t h e r e u n d e r shall be deemed to prejudice or in any m a n n e r affect t h e r i gh t of any creditor or credi tors of such company or body to in s t i t u t e or m a i n t a i n any act ion suit or o ther proceeding so far as concerns or m a y be necessary for t h e recourse of such credi tor or credi­ to rs aga ins t t he person p rope r ty or effects of any m e m b e r or member s

thereof for t h e t i m e be ing or any former m e m b e r or m e m b e r s thereof

Provided a lways t h a t n o t h i n g he re in contained shal l p reven t remedy

aga ins t copar tners Provided also t h a t n o execut ion in respect of any debt or demand proveable against t h e es ta te of any such company or body adjudged insolvent shal l be issued against t h e person p roper ty or

effects of any m e m b e r or m e m b e r s for t h e t i m e be ing of such company	or body or any former member or m e m b e r s thereof u n t i l after such
debt or demand shal l have been proved agains t such es ta te nor shal l any such execution be issued after t h e a p p o i n t m e n t of a receiver in m a n n e r
hereinaf ter men t ioned wi thou t leave of t h e Supreme Cour t a t Sydney
or Res iden t J u d g e a t P o r t Ph i l l ip .

9. A n d be i t enacted T h a t proof of any debt aga ins t t h e es ta te

of any such company or body as aforesaid adjudged insolvent shal l be and be deemed to be equivalent t o a j u d g m e n t decree or order of record in any ac t ion sui t or o ther proceeding aga ins t a n y such com­ p a n y or body.

10. A n d be i t enacted Tha t t h e law and pract ice in insolvency

now in force in t h e said Colony shal l ex tend so far as t h e same may be applicable to th i s A c t a n d to orders and adjudicat ions of sequestra t ion issued or m a d e by v i r tue of th i s A c t and to all proceedings unde r such orders and adjudicat ions save and except as m a y be otherwise directed

by th i s	Act .
1 1 . A n d be i t enacted Tha t i t shal l be lawful for t h e said

Sup reme Cour t or any J u d g e thereof or t h e Res iden t J u d g e a t P o r t

Ph i l l ip a t any t ime after t he adver t i sement of t he seques t ra t ion of t he

estate

estate of any such company or body as b y law is requ i red to order t h a t t h e persons who were a t t he da te of such seques t ra t ion Directors of such company or body or such of t h e m as such Cour t or J u d g e in i ts or his discret ion shall t h i n k fit or if t he re be no Directors t hen such m e m b e r s of t h e company as such Cour t or J u d g e in i ts or his discret ion shall t h i n k fit shall p repare such balance sheet and accounts a n d in such form as such Cour t or J u d g e shall direct and shall sub­ scribe such balance sheet a n d accounts and file t h e same in t h e office of t h e Chief Commissioner of Inso lven t Es ta t e s a t Sydney or Me lbourne as t h e case m a y requ i re and deliver a copy thereof to t h e Official Assignee t en days a t least before t h e second mee t ing unde r such seques t ra t ion and such ba lance sheet and accounts before such second mee t ing may be amended from t ime to t i m e as occasion shall requi re a n d such Cour t or J u d g e shall direct and such persons shal l m a k e oath of t h e t r u t h of such balance sheet and accounts whenever they shall be duly requ i red so to do and such Cour t or J u d g e m a y from t i m e to t ime m a k e such al lowance out of t he es ta te of such company or body for t h e p repara t ion of such balance sheet and accounts and to such

person or persons as such Cour t or J u d g e shal l t h i n k fit.

12. A n d be i t enacted T h a t every such person ordered as afore­ said to p repare such balance sheet and accounts shall be unde r t he l ike obligation to submi t to be examined before any Chief or other Commissioner of Inso lven t Es ta t e s from t ime to t ime upon oath and to m a k e a full a n d t r u e discovery of t h e es ta te a n d effects of such company or body a n d shall i ncu r such danger or pena l ty for not coming before such Chief or o ther Commissioner or for refusing to be sworn a n d examined or for no t fully answer ing to t h e satisfaction of t he said Chief or o ther Commissioner or for refusing to sign or sub­ scribe h i s examina t ion or for n o t del iver ing u p all such pa r t of the es ta te of such company or body and all books papers and wr i t ings r e l a t ing t h e r e u n t o as shall be in his possession custody or power or for r emoving concealing or embezzl ing any p a r t of such es ta te to t h e value of t en pounds or upwards or any books of account papers or wr i t ings re la t ing there to wi th in t en t t o defraud t h e creditors of such company or body as is now b y t h e law in force concern ing insolvents provided as to a n insolvent for not conforming to t h e l ike requis i t ions for the discovery of a n d in re la t ion to t he es ta te and effects of such insolvent.

13 . A n d be i t enacted Tha t i t shal l be lawful for t h e said

Supreme Cour t or any	J u d g e	thereof	or t he Res ident	J u d g e at Po r t
Phi l l ip	after	any pet i t ion for t he seques t ra t ion	of t h e es ta te of any	such

company or body shall have been made and before adjudication to
s u m m o n before such Cour t or J u d g e or any Chief or o ther Com­

missioner of Inso lven t Es t a t e s any person (whether a member of such company or body or no t ) w h o m such Cour t or J u d g e shall believe capable of giving any informat ion concern ing t h e commercia l deal ings or t r a d i n g of or any act or acts of insolvency wi th in t he m e a n i n g of th is Ac t commi t t ed by such company or body and also to requ i re such person so summoned to p roduce any books papers deeds wr i t ings and other documents in t he custody possession or power of such person which m a y appear to such Cour t or J u d g e to bo necessary to establish such deal ings t r ad ing or act or acts of insolvency and i t shall be lawful for such Cour t or J u d g e or such Chief or other Commissioner to examine every such person on oa th by word of m o u t h or in ter rogator ies in wr i t i ng concerning the deal ings or t r ade of or any act or acts of insolvency wi th in t h e m e a n i n g of th i s A c t commit ted by such com­ p a n y or body a n d it shal l also be lawful for such Cour t or J u d g e after adjudicat ion to s u m m o n before i t or before any such Chief or other Commissioner any person (whether a member of such company or body or not ) k n o w n or suspected to have any of the es ta te of such company

or

or body in his possession or who is supposed to be indebted to such es ta te or any person (whe ther a m e m b e r of such company or body or

no t ) w h o m such Cour t believes capable of g iv ing informat ion concern­

ing any person or persons who was or were a m e m b e r or m e m b e r s of such company or body a t or before t he date of t h e order of sequest ra t ion or concerning t h e t r ade deal ings or es ta te of such company or body or concerning any act or acts of insolvency wi th in t h e m e a n i n g of th i s Ac t commi t t ed by such company or body or any informat ion mater ia l to t h e full disclosure of t h e deal ings of such company or body and i t shall be lawful for such Cour t or J u d g e or any such Chief or o ther Commiss ioner t o examine in m a n n e r aforesaid every such person so summoned concerning t h e person of any such m e m b e r or concern­ ing t h e t r ade deal ings or es ta te of such company or body and also to r equ i re every such person so s u m m o n e d to p roduce any books papers deeds wr i t ings or o ther documents in his custody possession or power which m a y appear t o such Cour t necessary to t h e verification of t h e deposit ion of such person or to t h e full disclosure of any of t h e m a t t e r s which such Cour t or J u d g e or Chief or o ther Commissioner is au thor ized to inqu i re in to a n d every such person so s u m m o n e d shall incur such danger or pena l ty for not coming before t he Cour t or J u d g e or Chief or o ther Commissioner of Inso lven t Es ta t e s or for refusing to be sworn and examined or for no t fully answer ing to t h e satisfaction of such Cour t or J u d g e or Chief or o ther Commiss ioner or for refusing to sign or subscribe his examina t ion or for refusing to produce or for no t p roduc ing any such book paper deed writing or document as is now provided aga ins t persons s u m m o n e d to be examined u n d e r any

order or adjudicat ion	for t he seques t ra t ion	of t h e es ta te of any pr iva te
indiv idual or firm.

14. A n d be i t enac ted T h a t where any person who a t or before

t h e da te of a n order for t h e seques t ra t ion of t h e es ta te of any such company or body was a m e m b e r of such company or body shal l be summoned to a t t end before t h e Supreme Cour t or any J u d g e thereof or the Res iden t J u d g e at P o r t Ph i l l ip or before any Chief or o ther Commissioner of Inso lven t Es ta tes every such person shall have such costs a n d charges only (if any) as such Cour t J u d g e or Commissioner

in i t s or h is discret ion shal l t h i n k fit.

1 5 .    A n d be i t enac ted T h a t if any person whatsoever no t be ing

a person so ordered as aforesaid to p repa re such balance sheet a n d accoun ts shal l wilfully conceal any real or personal es ta te of any such

company or body a n d shall not wi th in t h i r t y days after t h e publ ic
notification of t h e order for t h e seques t ra t ion of t h e es ta te of such

company or body discover such es ta te to t h e Chief or o ther Commis­ sioner au thor ized to act in t h e prosecut ion of t he order of seques t ra t ion or to t h e assignees every such person shal l forfeit t h e s u m of one h u n d r e d pounds a n d double t h e va lue of t h e es ta te so concealed

a n d any person other t h a n a person h a v i n g been a m e m b e r of such

company or body who shal l after t h e second mee t ing u n d e r such

sequest ra t ion vo lun ta r i ly discover t o such Cour t or t o t h e assignees any p a r t of t he estate of such company or body n o t before come to t h e knowledge of t h e assignees shal l be allowed five pounds per c e n t u m t h e r e u p o n a n d such fur ther r ewa rd as t he major p a r t i n va lue

of t h e creditors present a t any mee t ing called for t h a t pur ­

pose shal l t h i n k fit to be pa id out of t h e es ta te	recovered on such dis­
covery.

16. A n d i t is hereby declared and enacted T h a t if any person

shal l disobey any ru l e or order of t h e Supreme Cour t or any J u d g e

thereof or Res iden t J u d g e a t P o r t Ph i l l ip duly m a d e b y such Cour t or

J u d g e for enforcing any of t h e purposes a n d provisions of th i s A c t or

of any other A c t re la t ing to b a n k r u p t c y or insolvency now or hereafter

to

to be in force or m a d e or entered in to b y consent of such person for

ca r ry ing in to effect any of such purposes or provisions it shal l and m a y be lawful for such Cour t or J u d g e by w a r r a n t unde r h a n d and seal to commi t t he person so offending to the common gaol of any coun ty city or place where he shal l be found or where he shal l usua l ly reside t he r e to r e m a i n wi thou t bai l or ma inpr i se u n t i l such person

shal l have fulfilled t he d u t y requi red by such ru l e or order or unt i l

such Cour t or J u d g e shall m a k e order to t h e cont rary .

17. A n d be i t enacted Tha t it shall be lawful for the Chief or o ther Commissioner au thor ized to act in t he prosecut ion of any such seques t ra t ion to direct t h e assignees of t he es ta te and effects of any such company or body to apply to t he Supreme Cour t at Sydney or M e l b o u r n e as t h e case may requ i re by pet i t ion in a s u m m a r y way to

t h e Chief and other J u d g e s a t Sydney or t o t he Res iden t J u d g e at

P o r t Phi l l ip p r a y i n g t h a t all such orders and direct ions m a y be given as shall be necessary for t he final w ind ing u p and se t t l ing t h e affairs of such company or body and to compel a j u s t con t r ibu t ion from all

t h e member s thereof towards t he full p a y m e n t of all i ts debts and

liabilit ies and of t h e costs of wind ing	u p and finally se t t l ing t h e said
affairs and t h a t upon t he hea r ing of such pet i t ion i t shal l be lawful	for
t h e said Supreme Cour t a t Sydney or t he Res ident	Judge at Me lbourne

as t h e case m a y be to refer it to t h e Chief Commissioner of Inso lven t Es ta t e s a t e i ther of such places respectively as the case may be to t a k e all such accounts and m a k e all such inqui r ies as shall be required for t h e purpose of ascer ta in ing w h a t sum of money in t h e whole and w h a t sums of money as propor t iona te pa r t s of t h e whole or wha t sum or sums of money from t ime to t ime on account will (having regard to t h e deed of se t t lement of such company and the calls cont r ibu t ions debts or demands ac tual ly paid by the several and respective members thereof and also hav ing regard to any proceedings in t h e Inso lvent Cour t ) he necessary and proper to be raised by calls or cont r ibut ions from the respective members of such company or body for t h e pay­ m e n t a n d satisfaction of all t he debts and liabilit ies thereof and also of all t he costs of winding u p and set t l ing t he affairs of t he said company or body and t h a t t h e said Supreme Cour t a t Sydney or the Res ident J u d g e a t Melbourne as t h e case m a y be upon confirmation of t he said Chief Commiss ioner ' s repor t m a d e upon any such reference or upon m a k i n g such reference or otherwise m a y order t h e p a y m e n t of t h e several and respect ive sums of money which by such repor t are found necessary and proper to be paid and may appoint a receiver to collect

and receive such sums of money and to pay the same in to some bank
in t h e n a m e a n d to t he account of t he said Chief Commissioner of

Inso lven t Es ta t e s to t he credit of such company or body and m a y upon

the pet i t ion of such assignees order such sums of money to be paid in

or towards satisfaction of t he debts which by t h e proceedings in insol­ vency shall have been found to be due to t h e creditors of such company

or body and all persons hav ing claims and demands the reon and also in satisfaction of costs or may order such receiver to pay such sums
of money in satisfaction of such debts claims a n d demands and costs
in the first ins tance.

18 . And be it enacted T h a t if i t shal l appear t h a t any indi­

v idua l members of any company or body whose es ta te shall have been placed unde r seques t ra t ion have claims against each o ther in respect of t h e affairs or t ransac t ions of such company or body i t shal l be lawful for t h e said Supreme Cour t a t Sydney or the Res iden t J u d g e a t M e l b o u r n e as t h e case m a y requ i re upon t he pet i t ion of any member of such company or body al leging t h a t he h a t h a n y such claims agains t any o the r member of t he said company or body to m a k e all such orders as shall be j u s t for t h e purpose of finally se t t l ing and

determining

de te rmin ing such claims a n d may order t h e p a y m e n t of such s u m of money (if any) as shal l appear to he due in respect of any such claim.

19 . A n d whereas t h e law is defective in t h e means of m a k i n g

t h e member s of jo in t s tock companies cont r ibu ta r ies for pay ing the i r

debts in full a n d in t h e means of g iv ing relief where execut ion m a y have been h a d in respect of a debt due from any such company agains t one or a very few m e m b e r s thereof a n d also in t h e means of adjust ing

t h e r i g h t s of t h e member s of any such company amongs t themselves

a n d	finally	w ind ing u p t h e affairs thereof B e i t enacted T h a t	i t	shal l
be lawful for t h e J u d g e s of t h e Sup reme Cour t	of t h e	Colony	or	t h e

Res iden t J u d g e a t P o r t Ph i l l ip (as t h e case m a y be) from t i m e to t i m e and as often as c i rcumstances shall r equ i re to m a k e and prescr ibe such ru les a n d orders t ouch ing and concerning t h e form a n d mode of proceeding to be had a n d t a k e n in t h e Sup reme Cour t a t Sydney or M e l b o u r n e as aforesaid or by t h e Chief or o ther Commissioner of In so lven t Es ta t e s a t e i ther of such places (as t h e case may be) for se t t l ing a n d enforcing the con t r ibu t ion to be paid by any m e m b e r or m e m b e r s for t he t i m e be ing of any such company or any former m e m b e r or member s thereof or any rea l or personal representa t ive or o ther person liable in t h a t behalf a n d the pract ice to be observed by such Cour t or Commissioner in or r e l a t ing to such proceeding or any m a t t e r s incident the re to a n d t h e form and mode of proceeding to be h a d

a n d t a k e n before any Commissioner or officer of such Cour t	pr imar i ly
or b y reference from such Cour t in any m a t t e r for	or r e l a t ing to con­
t r i bu t ion as shal l from t ime to t ime seem necessary and proper for	t he

advancement of jus t ice in such cases a n d for adjus t ing a n d de te rmin ing

t h e r igh t s a n d equit ies of t h e par t ies concerned a n d for su ing for a n d

ge t t i ng in t h e assets and for ascer ta in ing and discharging t h e l iabil i t ies

of such companies and r equ i r i ng t he credi tors thereof to	claim	the i r
debts and	finally	w ind ing u p t h e affairs thereof w i th as l i t t le delay

expense a n d u n c e r t a i n t y as possible Provided a lways t h a t such ru les

and orders shal l be laid before t h e Legis la t ive Counci l of t he Colony

wi th in one m o n t h from t h e m a k i n g thereof if t h e Legis la t ive Counci l

be t h e n s i t t ing or if t h e Counci l be n o t t h e n s i t t ing w i t h i n one m o n t h

from t h e commencement of t h e t h e n n e x t Session thereof and every

ru le and order so m a d e shal l be b ind ing a n d obl iga tory a n d be of l ike force a n d effect as if t h e provisions con ta ined the re in had been ex­ pressly enacted by t h e Governor and Legis la t ive Counci l of t h e Colony.

20. Provided a lways a n d be i t declared a n d enacted Tha t

n o t h i n g here in contained shal l be cons t rued or t a k e n to al ter amend

or repeal any provision of any C h a r t e r of Inco rpora t ion created by

Le t t e r s P a t e n t	unde r	t h e Grea t	Seal of Grea t Br i t a in or by any	A c t	of
P a r l i a m e n t .

S C H E D U L E R E F E R R E D TO.

S C H E D U L E A. N o . 1.

Declaration of Insolvency by Incorporated or Associated Commercial or Trading	Company.
B Y vir tue of a Resolution duly passed in tha t behalf on the	day of

at a Board of Directors of [here state the name or style of the Company] duly summoned for that purpose it is hereby declared That the said Company [or Society &c. as the case may be] is unable to meet its engagements.

Dated this day of in the year

(Common Seal of the Company or if the Company have
no Common Seal the Signature of the Chairman of

the Board of Directors who teas present at the passing

of the Resolution.)

Witness G. H . Attorney [or Solicitor]

of the Court of and At torney [or Solicitor] of the said Company and attesting witness to the execution thereof as such Attorney [or Solicitor].

A

A. No . 2.

Minute, of Resolution of a Board of Directors of Incorporated or Associated Commercial or

Trading Company authorizing a Declaration of Insolvency.

A RESOLUTION was duly passed on the day of at a Board of Directors of [here state the name and style of the Company] duly summoned for that purpose That the said Company was then unable t o m e e t its engagements and t h a t a Declaration of Insolvency should bo forthwith filed in the Office of the C h i e f Commissioner of Insolvent Estates a t

in the form directed by the Act in tha t ease made and provided.

(Common Heal of the Company or if the Company hare no Common Seal the Signature of the Chairman of the Hoard of Directors who was present at the passing of the Resolution.)

Witness G.H. Attorney [or Solicitor]

of the Court of and Attorney [or Solicitor] of the said Company and attesting witness to the execution thereof as such Attorney [or Solicitor],