A.D. 1865.]
COMPANIES.
[No. 1.
101
persons claiming to be creditors, or persons having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages, against the company, or whereby the company may be rendered liable.
200. The liquidators may,
Power for
compromise with contributories and
25 & 26 Vict. c. 89 s. 160.
(1.) with the sanction of the Court, where the company is being wound up by the Court or subject to the supervision of the Court; and (2.) with the sanction of an extraordinary resolution of the company,
debtors.
where the company is being wound up altogether voluntarily, compromise all calls and liabilities to calls, all debts and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and any contributory or alleged contributory, or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets of the company or the winding-up of the company, on the receipt of such sums, payable at such times, and generally on such terms as may be agreed upon, with power for the liquidators to take any security for the discharge of such debts or liabilities, and to give complete discharges in respect of all or any such calls, debts, or liabilities.
201.-(1.) Where any company is proposed to be or is in the course
Power for
of being wound up altogether voluntarily, and the whole or a portion of
liquidators to
its business or property is proposed to be transferred or sold to another company, the liquidators of the first-mentioned company may, with the sanction of a special resolution of the company by whom they were appointed, conferring either a general authority on the liquidators or an authority in respect of any particular arrangement, receive in compensation or part compensation for such transfer or sale, shares, policies, or other like interests in such other company, for the purpose of distribution among the members of the company being wound up, or may enter into any other arrangement whereby the members of the company being wound up may, in lieu of receiving cash, shares, policies, or other like interest, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing company.
(2.) Any sale made or arrangement entered into by the liquidators in pursuance of this section shall be binding on the members of the company being wound up; subject to this proviso that if any member of the company being wound up who has not voted in favour of the special resolution passed by the company of which he is a member at either of the meetings held for passing the same expresses his dissent from any such special resolution, in writing addressed to the liquidators or one of them, and left at the registered office of the company not
accept shares.
etc., as consideration for
sale of property of company.
Ib. s. 161.
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