CO129-567-10 Companies Amendment Ordinance- draft bill 15-9-1938 - 28-9-1938 — Page 181

222

Effect of voluntary winding up on business

and status

of company. 19 & 20 Geo. 5, c. 23, s. 228.

Avoidance

after

88

-

Consequences of Voluntary Winding Up.

217. In case of a voluntary winding up, the com- pany shall, from the commencement of the winding up, cease to carry on its business, except so far as

the may be required for

beneficial winding up thereof:

Provided that the corporate state and corporate powers of the company shall, notwithstanding any) thing to the contrary in its articles, continue until it is dissolved.

218. Any transfer of shares, not being a transfer of transfers, made to or with the sanction of the liquidator, and any alteration in the status of the members of the company, made after the commencement of 8 voluntary winding up, shall be void.

&c.,

commence-

ment of

voluntary winding up. 19 & 20 Geo. 5. c. 23, s. 229.

Statutory declaration of solvency in case of proposal to wind up voluntarily. 19 & 20 Geo. 5, c. 23, 8. 230.

Provisions

Declaration of Solvency.

219.-(1) Where it is proposed to wind up a com- pany voluntarily, the directors of the company or, in the case of a company having more than two directors, the majority of the directors may, at meeting of the directors held before the date on which the notices of the meeting at which the resolution for the winding up of the company is to be proposed are sent out, make a statutory declara- tion to the effect that they have made a full inquiry into the affairs of the company, and that, having so done, they have formed the opinion that the company will be able to pay its debts in full within a period, not exceeding twelve months, from the commencement of the winding up.

(2) A declaration made as aforesaid shall have no effect for the purposes of this Ordinance unless it is delivered to the registrar of companies for registration before the date mentioned in subsection (1) of this section.

(3) A winding up in the case of which a declaration has been made and delivered in accordance with this section is in this Ordinance referred to as 8 members' voluntary winding up," and a winding up in the case of which a declaration has not been made and delivered as aforesaid is in this Ordinance referred to as "a creditors' voluntary winding up."

Provisions applicable to a Members' Voluntary Winding Up.

220. The provisions contained in the five sections applicable to of this Ordinance next following shall apply in

relation to a members' voluntary winding up.

a members'

winding up

19 & 20 Geo.

5, c. 23,

s. 231.

Power of

company to appoint and

221.-(1) The company in general meeting shall appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company, and may fix the remuneration to be liquidators. paid to him or them.

fix re- muneration of

19 & 20 Geo. 5, c. 23,

s. 232.

Power to fill vacancy in office of liquidators 19 & 20 Geo 5, c. 23, s. 233.

(2) On the appointment of a liquidator all the powers of the directors shall cease, except so far as the company in general meeting, or the liquidator, sanctions the continuance thereof.

222.—(1) If a vacancy occurs by death, resigna tion, or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy.

(2) For that purpose a general meeting may be convened by any contributory or, if there were more liquidators than one, by the continuing liquidators.