W

Act, 1848.

c. 45.

Vict. c. 45.

Associations,

HEREAS it is expedient to amend as after mentioned the Preamble. Joint Stock Companies Winding-up Act, 1848: Be it 11 & 12 Vict. enacted by the Queen's most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, 5 and Commons, in this present Parliament assembled, and by the Authority of the same, That, notwithstanding anything in the said The 11 & 12 Act contained importing a more limited Application thereof, the same to extend to shall apply to all Partnerships, Associations, and Companies whereof all Partthe Partners or Associates are not less than Seven in Number, whether nerships, 10 incorporated or unincorporated, and whether formed or subsisting and Combefore or after the passing of the said Act or this Act, other than and panies consisting of not except Railway Companies incorporated by Act of Parliament, to less than 6 which Companies such Act shall not apply: Provided always, that Members. upon the Hearing of any Petition for the Dissolution of any such 15 Partnership, Association, or Company, the Court shall, in considering the Necessity or Expediency of any such Dissolution, or the Terms or special Directions subject to which it may think fit to allow such Dissolution, have regard to any Articles of Partnership or other Contract which shall be subsisting between the Members of such 20 Partnership, Association, or Company: Provided nevertheless, that nothing herein contained shall affect the Jurisdiction of the Court of Stannaries in Cornwall; and that nothing in this Act nor in any Act herein referred to contained shall extend or be construed to extend to any Partnership, Association, or Company formed for 25 the working of Mines on the Principle commonly called the Cost Book Principle, within the said Stannaries and Jurisdiction of the said

502.

A

Petition for Dissolution, &c. to be

in Gazette. s. 10.

said Court, unless the Owner or Owners of One Tenth in Value of the
Shares in any such Mine, as shall appear on the Cost Book, shall
present a Petition to the Lord Chancellor or to the Master of the
Rolls for the Dissolution and winding up, or for the winding up, of
the Affairs of such Company, which Petition, and the Parties thereto, 5
and all Proceedings thereupon, shall be subject to the Provisions of
this Act and the Acts herein referred to; and that on such Petition
being so presented, and Notice thereof being given to the Vice
Warden by the Party petitioning, the Court of the said Vice Warden,
and the Registrar and Officers thereof, shall cease from entertaining 10
and dealing with any Cause touching such Mine, except so far as
may be allowed and directed by Order of the Court of Chancery, in
regard to any Cause then or to be thereafter brought in the Court
of the said Vice Warden, or in regard to any Proceeding to be taken
in furtherance of the said Petition and the Purposes of this Act and 15
the Acts herein referred to; and that the said Vice Warden and
Registrar, in taking such Proceedings, shall have all the Powers which
any District Commissioner of the Court of Bankruptcy now has in
any Matter which by virtue of this Act and the Acts herein referred
to may be brought before him.

20

II. And be it enacted, That when any Petition for Dissolution and winding up, or for winding up, the Affairs of any Company, advertised in under the said recited Act, shall have been presented, every subseNewspapers besides Ad- quent Petition relating to the Affairs of such Company shall be vertisement addressed to and marked for the same Judge, and such Petitions shall, 25 in addition to the Advertisement thereof in the London Gazette or in the Dublin Gazette directed by the said Act, be advertised at least Seven clear Days before the hearing thereof, and once at least in Two London Daily Morning Newspapers, or in Two Dublin Daily Newspapers, (as the Case may be,) and also (in case the Head or only 30 Office of the Company be not in London, Westminster, or Southwark, or in Dublin,) once at least in some Newspaper in general Circulation in the County, City, or Borough where the Head or only Office, or the last known Head or only Office of the Company, is or was situate, and such Advertisement may be in the Form or to the Effect set out 35 in the Schedule A. annexed to this Act; and every Contributory shall be entitled to be furnished by the Solicitor presenting any Petition with a Copy thereof within Twenty-four Hours after requiring the same, on paying at the Rate of Four-pence per Folio of Ninety Words for such Copy.

Petition for
Dissolution,

&c. may be
verified by

Affidavit.

III. And be it enacted, That every Petition for Dissolution and winding up, or winding up, may be verified by Affidavit annexed thereto, or subscribed at the Foot thereof, at the Time of presenting and filing the same, in the Form or to the Effect set out in the Schedule

40

dule B. annexed to this Act; and that no Costs of any further or additional Affidavit in verification shall be allowed, unless specially allowed by the Court.

On winding

up on Suit, Court may order a Re

sort to the

IV. And be it enacted, That the Provision in the said Act con5 tained for empowering Her Majesty's High Court of Chancery in England and Ireland respectively, in any Decree or Order for the Dissolution of a Company or of any other Association or Partnership, Act. as therein mentioned, to be made in any Suit then pending or there- s. 18. after to be instituted, and also, by any Order to be made after a Decree 10 for the Dissolution of a Company, Association, or Partnership in any such Suit, to order that the Affairs of such Company, Association, or Partnership should be wound up under the Provisions of the said Act, and that the Costs of winding up the same should be paid and recovered according to the Provisions of the said Act, and for 15 that Purpose to give Directions as therein mentioned, any Decree or Order so to be made to be deemed, if the said Court should so direct, an Order absolute under the said Act, shall extend in all respects to any Decree or Order of the Court for or relating to the winding up of the Affairs of any such Company, Association, or Partnership 20 as therein mentioned made in any Suit now pending or hereafter to be instituted, and also to any Order made after a Decree for or relating to the winding up of the Affairs of a Company, Association, or Partnership in any such Suit.

to Official

Sureties;

zances.

V. And be it enacted, That it shall be lawful for the Master for Extension of 25 the Time being acting in the winding up of any Company under the Provision as said Act in respect of which an Official Manager has been or shall be Managers appointed, if he think fit so to do, from Time to Time to allow any withdrawal, Surety of such Official Manager to withdraw from his Suretyship, or Increase, or to become bound in a smaller Sum, from Time to Time, upon his Diminution of Security; 30 procuring another Surety or Sureties to become bound in a competent vacating of Amount, and also to allow any Surety from Time to Time to become Recognibound in a larger Sum, and to direct any new Recognizances to be entered into accordingly, and also that it shall be lawful for the Master, in any Case arising under the present Provision, and also upon the 35 Death, Bankruptcy, or Insolvency of any Surety, and the Appointment of any new Surety in his Place, to order any Surety's Recognizance to be vacated: Provided always, that nothing herein contained shall authorize the Master at any Time to allow the total Amount of the Recognizances of all the Sureties of any Official Manager for the 40 Time being to fall short of the Sum in which such Official Manager is bound.

8. 24.

tion of Offi

VI. And be it enacted, That, notwithstanding the Provision in the Remunerasaid Act contained for empowering the Court to allow, increase, or cial Manager diminish

502.

to be fixed by Master. s. 33.

diminish from Time to Time the Salary or Remuneration of the Official Manager, it shall be lawful for the Master to exercise the said Powers and Discretions so given to the Court, and that whether as respects any Official Manager already appointed or hereafter to be apScale there pointed: Provided always, that such Salary or Remuneration shall not, 5 if it be by Per-centage, unless the Court otherwise direct, exceed (in addition to any Allowances or Salaries to Clerks or Officers employed by such Official Manager in or about the winding up of the Company, such Allowance or Salary to be also fixed or approved by the Master) the Rates or Sums herein-after mentioned; that is to say,

of.

Provisions as

ration, &c. of

nager to

In respect of all Monies arising from the Estate of such Company received by the Official Managers and paid or divided among the Creditors or Contributories of the same under the Provisions of the said Act which shall not exceed One hundred thousand Pounds, Five Pounds per Cent. ;

In respect of all such further Monies which shall exceed One hundred thousand Pounds but shall not exceed Two hundred thousand Pounds, Four Pounds per Cent.;

10

15

And in respect of all further Monies so divided which shall exceed Two hundred thousand Pounds, Three Pounds per Cent. 20

VII. And be it enacted, That the Provision herein contained with to Remune- respect to the Remuneration of an Official Manager, and the ProviOfficial Ma- sions in the said Act contained with respect to passing the Accounts of the Official Manager, and the Inspection of his Books by the Conapply to Provisional tributories, and the Evidence of his Books, Accounts, and Documents, 25 Manager. and all other the Powers and Duties of the Official Manager, shall ss. 32. 34, 35. apply in all respects to the Remuneration of any Interim or Provisional Manager to be appointed as in the said Act mentioned, and to the passing of his Accounts, and the Inspection of his Books, and the Evidence of his Books, Accounts, and Documents, and the Powers 30 and Duties of the Interim or Provisional Manager.

48, 49.

Official Ma

nager may

and Notes, and raise

Money on

Assets.

VIII. And be it enacted, That for better getting in the Estate of Persills any Company in respect of which an Order absolute has been or shall be made under the said Act, and discharging the Debts thereof, and winding up the Affairs thereof, it shall be lawful for the Official 35 Security of Manager of such Company, under the Direction of the Master for the Time being acting in the winding up thereof, and on behalf of the Company, to draw, accept, make, and endorse any Bill of Exchange or Promissory Note, and also to raise upon the Security of the Assets of the Company from Time to Time such Sum or Sums of Money and in 40 such Manner as the Master shall from Time to Time direct; and the drawing, accepting, making, or endorsing of every such Bill of Exchange or Promissory Note as aforesaid on behalf of the Company.

shall