78
(ii) The circumstances in which an muregistere
company may be wound up are as follows (that is to say) :--
(a) If the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs:
(4) If the company is able to pay its debrs;
(e) If the court is of opinion that it is just and equitable that the company should be wound up:
(ir) An unregistered company shall, for the pur- poses of this Ordinance, be deemed to he unable to pay its debts :—
(a) If a creditor, by assignment or other- wise, to whom the company is indebted iu a a som exceeding five hundred dollars then due, has serval on the company, by leaving at its principal place of business, or by delivering to the secretary or some director, manager, or principal officer of the company, or by other- wise serving in such manner as the court any approve or direct, a demand under his hand requiring the company to pay the sum so die, and the company has for three weeks after the service of the demand neglected to pay the sum, or to secure or compound for it to the satisfaction of the creditor;
(b). If any action or other proceeding has been instituted against any member for any debt or demand dac, or claimed to be due, from the company, or from him in his character of member, and notice in writing of the institution. the action or proceeding having been served ou the company by leaving the same at its princi- pal place of business, or by delivering it to the secretary, or some director, manager, or princi- pal officer of the company, or by otherwise serving the same in such manuer as the court runy approve or direct, the company has not within ten days after service of the notice paid, secure, or compounded for the debt or demand, or procured the action or proceeding to he stayed, or indemnified the defendant to his reasonable satisfaction against the action or proceeding, and against all costs, damages, and expenses to be incurred by him by reason of the same;
(c) If execution or other process issued on a judgment, decree, or order obtained in any court in favour of a creditor against the com- pany, or any member thereof us such, or any person authorised to he sued as nominal defend- ant on heiff of the company, is returned unsatisfied;
(7) If it is otherwise proved to the satis- faction of the court that the company is unable to pay its dels.
(2) Nothing in this Part of this Ordinance shall affect the operation of any enactment which provides for any partnership, association, or company, being wound up, or being wondd up as a ceapany or as an unregistered company, under any enterment repealed by this Ordinance except that references in any such first-mentioned engerment to any such repealed enactment shall be read as references to the corresponding provision (if any) of this Ordinance.
247–(1) Ju the event of an muregistered company Contribu being wound up every person shall be deemed to he Lories in
or contribute to winding up a contributory who is liable to pay the payment of any debt or liability of the company, of unregis or to pay or contribute to the payment of any sum for the tered com- adjustment of the rights of the members among themselves, a Elw. 7 0. or to pay or contribute to the paytuent of the costs and 69 s. 209. expenses of winding up the company, and every contribn-
pany.
Power of
79
tory shall be liable to contribute to the assets of the company all sums due from him in respect of any such liability as aforesaid.
(2) Ju the event of the death, bankruptcy, or insolvency, of any contributory, or marriage of any female contributory, the provisions of this Ordinance with respect to the personal representatives, heirs, and devisees of deceased contribu- tories, to the trustees of bankrupt or insolvent contributories, and to the liabilities of husbands and wives respectively, shall apply.
248. The provisions of this Ordinance with respect to court to stay staying and restraining actions and proceedings against a company at any time after the presentation of a petition for proceedings, winding up and before the unking of a winding-up order
or restrain
76. 8. 270.
Actions stayed ou
order.
shall, the case of an unregistered company, where the application to stay or restrain is by a creditor, extend to actious and proceedings against any contributory of the company.
249. Where an order has been made for winding up an auregistered company, no action or proceeding shall be winding-up proceeded with or commenced against any contributory of the company in respect of any debt of the company, except by love of the court, and subject to such terms as the court may impose.
Th. s. 271.
Directions S
cases.
lb. s. 272.
250. If an unregistered company has no power to sue to property and be sued in a common name, or if for any reason it in certain
appears expedient, the court may by the winding-up order, or by any subsequent order, direct that all or any part of the property, real and personal (including things in action), belonging to the company, or to trustees on its behalf, is to vest in the liqnilator by his official name, and thereupon the property or the part thereof specified in the order shuij vest accordingly; and the liquidator may, after giving such indemnity (if any) as the court may direct, bring or defend in his official name any action or other legal proceeding relating to that property, or necessary to be brought or defended for the purposes of effectually winding up the company and recovering its property.
Provisons of Part of Or- dinance cumulative.
8 Edw. 7 c. 69 8. 273.
Require-
ments as to
companies establisheri outside the Colony.
Tb. s. 274.
251. The provisions of this Part of this Ordinance with respect to unregistered companies shall be in addition to and not in restriction of any provisions hereinbefore in this Ordinance contained with respect to winding up companies by the eart, and the court or liquidator may oxercise any powers or do any act in the case of un- registered companies which might be exercised or donc by it or him in winding up companies formed and registered under this Ordinance; but on auregistered company shal! not, except in the event of its being wound up, bio deemed to be a company under this Ordinance, and then only to the extent provided by this Part of this Onlinance.
PART IX.
COMPANIES ESTABLISHED OUTSIDE THE COLONY,
252-(1) Every company incorporated outside the Colony which establishes a place of business within the Colony, shall within one month from the establishment of the place of business file with the registrar of companies--
(a) & certified copy of the charter, stafmes, or me- morandum and articles of the company, or other instrument constituting or defining the constitu- tion of the company, and, if the instrument is not written in the English language, a certified translation in the English language thereof; (6) a list of the directors of the company; (e) the names and addresses of some one or more persons resident in the Colony authorised to accept on behalf of the company service of process and any notices required to be served on the company!
350
340