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(Prepared and brought in by Mr. Greene, Mr. Chancellor of the Exchequer,

and Mr. Parker.)

Ordered, by The House of Commons, to be Printed,

10 August 1846.

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А

B I L L

For facilitating the Winding-up of the Affairs of Companies

formed for making Railways, and which shall not have obtained the Authority of Parliament.

[Note.—The Words printed in Italics are proposed to be inserted

in the Committee.]

WU

HERED s many Companies formed for making Railways, Preamble :

and many Companies projected for the like purposes, and which have been provisionally registered under the Act of the Companies

seventh and eighth years of Her present Majesty, for the Registra- under 7 & 8 5 tion, Incorporation and Regulation of Joint Stock Companies, have Vict, failing

failed to apply to Parliament, or, having so applied, have failed or Auts.
may fail during the present Session to obtain the Authority of Parlia-
ment for their respective Undertakings :

And whereas it is expedient that facilities should be given to the 10 Shareholders of such Companies to enforce the winding up of the

affairs thereof;

1.

be it therefore Enacted, by The QUEEN's most Excellent MaJESTY, by and with the Advice and Consent of the Lords Spiritual

and Temporal, and Commons, in this present Parliament assembled, 15 and by the Authority of the same, THAT where any Company Shareholders

formed or projected for the purpose of making any Railway, and regis- may require tered on or before the First day of November One thousand eight hun- call meeting dred and Forty-five, under the said recited Act, shall not have obtained the Comthe Authority of Parliament before the end of this present Session, it

pany's affairs. 20 shall be lawful in every such case (notwithstanding any clause or

provision in any subscribers' or other contract or agreement providing for or authorizing an application or renewed application to Parliament in

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any subsequent Session) for any Five or more Shareholders of such Company, entitled in the whole to at least Three thousand Pounds in the capital stock or proposed capital stock of such Company, to require the Directors to cause the affairs of such Company to be wound

up

under the provisions of this Act; and any Committee or other persons acting in the management of such Company, or in the formation thereof, shall for the purposes of this Act be included under the term "Directors."

5

2. Prescribing mode of requisition.

And be it Enacted, That any requisition for the purposes aforesaid may be given in writing, signed by the shareholders making the 10 same, and delivered to the Secretary of such Company, or to any one or more of the Directors thereof, or left at the office or last usual place of business of such Company, or at the last usual place of abode of such Director, or published by advertisement in the London Gazette and in some daily newspaper published in London or West- 15 minster.

may call

3 Directors to And be it Enacted, That the Directors shall within Ten Days call meeting accordingly,

after the delivery or publicatior. of such requisition as aforesaid, by or in defaultnotice in the London Gazette and in some daily newspaper published Shareholders

in London or Westminster, call a meeting of the shareholders of such 20 meeting

Company, to be held on some day being not less than Fourteen nor
more than Twenty-eight Days after the publication of the notice
calling such meeting, for the purpose of electing a Committee for
winding up the affairs of such Company; and in case the Directors
shall refuse or shall for the space of Ten Days after the delivery or 25
publication of such requisition as aforesaid neglect to call such meet-
ing of shareholders, it shall be lawful for the persons by whom such
requisition shall have been made or any of them, by such notice as
aforesaid, to call such meeting to be held within the time aforesaid.

30

4. After requi

And be it Enacted, That after such requisition shall be so delivered sition for meeting, Di

or published as aforesaid, it shall not be lawful for the Directors, or any rectors not to of them, to make any payments out of the movies of such Comact.

pany, nor to enter into any contracts or engagements on behalf of such Company, or affecting the property thereof, nor to issue any shares or scrip of or representing the capital stock of such Company or any part thereof, or otherwise to act in relation to the affairs of the said Company otherwise than in accordance with the provisions of this Act.

35

5. Holders of And be it Enacted, That all persons holding the scrip or certiscrip or banker's re

ficates of shares in any such Coinpany, or the banker’s receipts for 40 ceipts to vote deposits paid in respect of such shares, shall for the purposes of this at meetings, Act be considered as shareholders, whether they shall or shall not

have power

have signed the Subscribers' Agreement or Parliamentary Contract executed with reference to such Company, or shall or shall not have been registered under the said recited Act; and the possession and pro

duction of any such scrip or certificate or banker's receipt shall be 5 primâ facie evidence of the title of the person possessing and pro

ducing the same; and every Shareholder shall be entitled to such number of votes at such meeting as he would have been entitled to in respect of the number of his shares under the “Companies Clauses

Consolidation Act, 1845,” in case the Company had been incorporated 10 by Act of Parliament, and no scale of voting had been prescribed by the special Act.

6. And be it Enacted, That it shall be lawful for the Shareholders at Meeting to such meeting to elect Scrutineers and a Chairman, and to adjourn of adjourn

from time to time, so that the last adjournment thereof be not more elect" Com15 than Fourteen Days from the day of the first meeting, and to elect mittee of

Shareholders at such meeting, or some such adjournment thereof, any Seven or to wind up more persons of their number to be a Committee for winding up the the Company. affairs of such Company.

7. And be it Enacted, That the Committee of Shareholders so elected, Committee 20 and the survivors of them or any Three of them, shall have full to collect the

power and authority to wind up the affairs of such Company as upon Company, a dissolution thereof, and for that purpose in the name of the Com- their affairs pany or of the Directors thereof, or of any person or persons with

whom, as trustees or otherwise on behalf of the said Company, 25

covenants or agreements may have been entered into, to demand and enforce as against all persons, whether shareholders or others, payment and delivery of any monies and property owing or belonging to the Company, or which might be recovered for the use of the

Company, and convert into money the property of the Company not 30

consisting of money, as they shall think fit; and out of the monies of the Company to pay any debts owing by the Company, and to adjust and settie all accounts depending between the Company and any other Company or persons, and to compound, compromise or submit to

arbitration any disputes between the Company and any other Com35 pany or persons, and generally to act in relation to the affairs of such

Company, for the liquidation and settlement thereof, as they may think fit, and for any of the purposes aforesaid to employ any of the agents or servants of the Company, or any other agents or persons, at such remuneration as they shall think fit.

monies of the

,

40

8. And be it Enacted, That the said Committee shall, after they shall Residue after have paid and discharged or settled or provided for all debts and payment of claims upon or owing by the Company, and all expenses attending expenses to the exccution of the trusts or powers of this Act in relation to such rateably 241.

among parties Company, entitled,

be divided

A 2

dends from

10

and documents to the

demeanor.

Company, divide the residue or surplus of the monies of the Company

among the several shareholders, rateably in proportion to their rewith power

spective shares : Provided always, That it shall be lawful for the said to Committee to make divi- Committee from time to time, before the final division, to divide and time to time. pay among and to the several shareholders, so much of the monies

5 from time to time remaining in their or his hand as it may appear to them or him unnecessary to retain for the purpose of meeting the claims and demands of any such Company, and to cause to be indorsed on the scrip, receipts or certificates, notices or acknowledgments of

such respective payments. 9. Directors and And be it Enacted, That immediately after the election of such give up books Committee, the Directors of the Coinpany, or other officer or servant

of the Company, having the custody thereof respectively, shall deliver Committee,

and give up to the Committee, or as they shall appoint, all books, and on their refusal, or if

counterfoils, papers, monies, securities and effects of or belonging to 15 falsifying books, to be the Company, and any Director, Secretary or other officer of the Comguilty of Mis

pany refusing to deliver and give up any such books, counterfoils, papers, monies, securities and effects, or destroying, mutilating or falsifying the same with intent to defeat the object of this Act, shall be deemed guilty of a Misdemeanor, and shall be liable to be imprisoned 20

for any term not exceeding Two Years. 10. Meeting may And be it Enacted, That it shall be lawful for the Shareholders at resolve that their affairs any such meeting, or any adjournment thereof as aforesaid, by a majobe wound ae in case of rity of votes, to declare that such Company is desirous, but is unable, bankruptcy, to wind up its affairs, and the minute of such resolution, signed by 25 under 7 & 8

the Chairman of such meeting or Five or more Shareholders present thereat, and verified by the declaration of Three or more Shareholders, being filed in the office of the Lord Chancellor's Secretary of Bankrupts, shall have the same effect as if such Company had been subject to the provisions of the seventh and eighth years of the reign of Herpresent Ma- 30

jestyfor facilitating the winding up of the affairs of Joint Stock Conpanies unable to meet their pecuniary engagements, and had committed an act of bankruptcy at the time of filing such declaration ; and a fiat in bankruptcy may thereupon issue against such Company by the name or style of such Company, upon the petition of any creditor or credi- 35 tors of such Company (whether a shareholder or shareholders of such Com pany or not), to such amount as is now by law requisite to support a fiat in bankruptcy, or upon the petition of any Five or more Shareholders of such Company, entitled in the whole to at least Three thousand Pounds in the capital stock or proposed capital stock of such 40 Company; and such or the like proceedings may be had upon such fiat for the collection and conversion of the property of such Company, and the payment of the debts thereof, as might have been bad under a fiat issued against a Company under the provisions of the said last-men

Vict.

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