Modes of
winding up.
8 Edw. 7 c.
69 s. 122.
Liability as contribu- tories of
present and past mem. bers.
Zb, s. 123.
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(limits the number of its members (oxelusive of persens who are in the employment of the company) to fifty; and
(c) probibits any invitation to the public to sub- scribe for any shares or debentures of the com- pany.
(2) A private company may, subject to anything con- tained in the memorandum or articles, by passing a special resolution and by filing with the registrar of companies such a statement in lion of prospectus us the company, if a public company, would have had to file before allotting any of its shares or debentures, together with such a statutory declaration as the company, if a public company, would have had to file before comanencing business, turn itself into a pubhe company,
(3) Where two or more persons held one or more shares in a company jointly they shall, for the purposes of this seetion, be treated as a single member.
PART IY.
WINDING UP, Preliminary,
123(1) The winding up of a company may be either-
() by the court; or
(i) voluntary; or
(7) subject to the supervision of the court,
(2) The provisions of this Ordinance with respect to winding up apply, unless the contrary appears, to the winding up of a company in any of those modes.
Contributories.
124-(1) Ju the event of a company being wound up every present and past member shall, subject to the pro- visions of this section, be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities and the costs, charges, and expouses of the winding up, and for the adjustment of the rights of the contributories among themselves, with the qualifleations following (that is to say) ---
(0) A pasi member shall not be liable to contribute if he has ceased to be a number for one your or upwards before the commencement of the winding up
(i) A past member shall not be liable to contri- hute in resport of any debt or liability of the company contracted after he ceased to be a member:
fui; A past member shall not be liable to contribute wiless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Ordinance,
(i) In the case of a company limited by shares no eoutribution shall be required from any mem- ber exceeding the amount, if any, unpaid ou the shares in rospect of which he is liable as a present or past member :
(r). In the ease of a company limited by guarantee, no contribution shall be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up: (e) Nothing in this Ordinance shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of in- dividual members on the policy or contract is restricted, or whereby the funds of the com- pany are alone made liable in respect of the policy or contract :
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(o) A suum duo to any member of a company, in his character of a siember, by way of dividends, protits, or otherwise, shall not be deemed to be a debt of the company, payable to that member in a case of competition between himself and any other creditor not a member of the com- pany; but any such sum may be taken into account for the purpose of the final adjustmeut of the rights of the contributories among them- selves.
(2) In the winding up of a limited company, any director or manager, whether past or present, whose liability is, in pursuance of this Ordinance, unlimited, shall, in addition to his Bability (if any) to contribute as su ordinary member, be liable to make a further contribution as if he were at the commencement of the winding up a member of an malimited compisy: Provided that —
(A past director or manager shall not be liable 10 make such further contribution if he has ccused to hold office for a year or upwards before the commencement of the winding up: (1) A past director or manager shall not be liable to make such farther contribution in respect of any debt or liability of the company contracted after he ceased to hold office:
(i) Subject to the articles of the company, a direc- for or manager shall not be liable to make anch further contribution unless the court deems it necessary to require that contribution in order to satisfy the debts and liabilities of the com- pany, and the costs, charges, and expenses of the winding up.
(3) In the winding up of a company limited by guarantee which has a share capital, every member of the company shall be liable, in addition to the amount under- taken to be contributed by him to the assets of the com- pany in the evout of its being wound up, to contribute to the extent of any sums unpaid on any shares held by him.
125. The term "contributory means every person Definition of Hable to contribute to the assets of a company in the event contributory.
63 8. 124.
of its being wound up, and, in all proceedings for determin- & Edw. 7 c. ing and in all procecilings prior to the final determination of the persons who are to be deemed contributories, includes any person alleged to be a contributory.
126. The liability of a contributory shall create a Nature of deht of the nature of a specialty acerning due from him at Hability of the time when bis liability commenced, but payable at the contributary.
D. e. 125. tines when calls are made for enforcing the liability,
127.-(1) If a contrilatory dies either before or after Contribu- be hus been placed on the list of contributories, his personal tories in case representatives and his heirs and devisees, shall be liable in member.
of death of
a due course of administration to contribute to the assets 1. s. 126. of the company in discharge of his liability and sball be contribntories accordingly.
(2) Where the personal representatives are placed on the list of contributories, the heirs or devisees shall not be added unless the court thinks fit.
(3) If the personal representatives make defanit in paying any money ordered to be paid by them, proceedings may be taken for administering the persont and real estares of the deceased contributory, or either of them, and
of compelling payment thereont of the money due.
128. If a contributory becomes bankrapt, either before Contribu-
or after he has been placed on the list of contributories, tories in case then--
(1) his trustee in haukruptey shall represent him for member.
of bank- ruptcy of
all the purposes of the winding up, and shall be b. s. 127.
a contributory accordingly, and may be called
on to admit to proof against the estate of the bankrupt, or otherwise to allow to be paid out of his assets in due course of law, any money due from the bankrapt in respect of his liability to contribute to the assets of the company; and
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