Power to substitute
Themo-
random and articles
for deed of
selensent.
8 Edw. 7 c. 69 6. 264.
Tower of
or restrain
proceedings. Tb. e. 265.
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242.-(1) Subject to the provisions of this section, a company registered in pursuance of this Part of this Ordin- ance may by special resolution alter the form of its coustitu- tion by substinuing a memorandum and articles for a deed of settlement.
(2) The provisions of this Ordinance with respect to confirmation by the court and registration of an alteration of the objects of a company shall so far as applicable apply to an alteration muder this section with the following modifientious :- --
(a) There shall be substituted for the priused copy of the altered memorandum required to be delivered to the registrar of companies a printedl ropy of the substituted metuorandam and articles; and
( On the registration of the alteration being certified by the registrar the substituted memo- Jandum and aricies shall apply to the company in the same manner as if it were a company registered under this Ordinance with that memorandum and those articles, and the com- pany's deed of settlement shall eense to apply to the company.
(8) An alteration under this section may be made either with or without any alternion of the objects of the com- pany under this Onlianuce.
(4) In this section the expression "deed of settlement" includes muy contract of copartnery or other instrument consumating or regulating the company, not being an 0.dinmure, Aet of Parliament, a royal charter, or letters patent.
248. The provisious of this Oniinance with respect to court to stay staying and r suaming bettas and proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding-up order shui, in the case of a company registered in pursu- ance of this Part of this Ordinance where the application to stay on restrain is by a creditor, extend to actions und poecedings against any contributory of the company,
Actions
stayed on winding-up onier. 1. 8. 266.
Meaning of
company. Jb. s. 207.
244. Where an order has been made for winding up a company registered in pursuance of this Part of this Ordin- ante no action or proceeding shall be commenced or proceeded with against the company or any contributory of the company in respect of any debt of the company, execpt by leave of the court, and subject to such rernis as the court many impose.
PART VIII.
Wismine Ve of Unurgistered ComPANIES, 245. For the purposes of this Part of this Ordinance cnregistered the expression "unregistered company" shall not include a railway company mcorporated by Ordinance nor a company registered minder the Companies Ordinance, 1865, or under the Companies (Registration) Ordinance, 1:66, or under this Ordinance, init, save as aforesaid, shall include any partnership, association, or company consisting of more than seven members,
Winding op ef unregis- tered con- panies.
Ib. s. 265.
246-41) Muhject to the provisions of this Part of this Ordinance any muregistered company may be wound up under this Cadiance and all the provisions of this Or- dinance with respect to winding up shait apply to an miregistered company, with the following exceptions and additions
(4) The principal place of business, in the Colony, of an inregistered company shall for all the par- poses of the winding up be deemed to be the
egistered office of the company.
() No unregistered company shall be wound up wonder this Ortlinance voluntarily or subject to supervision:
(20) The eùcumstances in which au unregistered 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
79
Imsiness 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:
(fr) An muregistered company shall, for the par- poses of this Ordinance, be deemed to be
able to pay its debts t
(a) If u creditor, by assignment or other- wise, to whom the company is indebted in a a su exceeding five hundred dollms then due, nas served 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 way approve ur direct, a demand under his haud requiring the company to pay the sam so due. and the company has for three weeks after the service of the demand neglected to pay the sinu, or to secure or compound for it to the satisfaction of the creditor;
(4) It any action or other proceeding Las been instituted against any member for any debt or demand due, or claimed to be due, from the company, or from ima in his character of member, and notice in writing of the institution of the action or proceeding having been served on the company by leaving the same at its prin- cipal 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 la such amoner as the court nay approve or direct, the company has not within ten days after service of the notice paid, secured, or compounded for the debt or demand, or procured the action or proceeding
to be stayed, or indemnified the defendant tö his reasonable satisfaction against the action or proceeding, and against all costs, damages, and expenses to be incurred by bim by reason of
the same;
(e) If exvention or other process issued on
a judgment, decree, or order obtained in any eourt in favour of a ervlitor against the con- pany, or any member thereof as such, or any person authorised to be sued as uomiant defind- on behalf of the company, is returned unsatisfied;
(d) If it is otherwise proved to the satis- Enetion of the cons that the company is unable to pay its debts.
(2) Nothing in this Part of this Ordinance shall afterr the operation of any enactment which provides for any partnership, association, or company, being wound up, or being wound up as a company or as an muregistered company, under any coachment repeiled by this Ordinance except that references in any such first-mentioned cunctment to any such repealed enactment shall be read as references to the corresponding provision (if any) of this Ordinance.
247.--(1) In the event of an unregistered compony Contribu be tories in being wound up every person shall be deemed to
to winding ap
a contributory who is able to pay or conrilune of unregis the payment of any debt or ability of the company, weed con or to pay or contribute to the payinent of any sum for the Juany. adjustment of the rights of the members among themselves, A Elw. 7 e. or to pay or contriline to the payment of the costs and 59 s. 240. expenses of winding up the company, tool every contribus tory shall be liable to contribute to the assets of the company all sums due from him in respect of any such Hability as aforesaid.
(2) In the event of the death, bankruptey, or insolvency, of any contributory, or marriage of any female contributery, the provisions of this Ordinance with respect to the personal
450