The Joint-stock Companies Act, 1857

XCV. Consequences of voluntary wind-up.-

The following consequences shall ensue upon the voluntary winding-up of a Company:-

(1) The Property of the Company shall be applied in satisfaction of its liabilities, and, subject thereto, shall, unless it be otherwise provided by the Articles of Association, be distributed amongst the shareholders in proportion to their share:

(2) Liquidators shall be appointed for the purpose of winding-up the affairs of the Company and distributing the property:

(3) The Company in general meeting may appoint such person or persons as it thinks fit to be a Liquidator or Liquidators, and may fix the remuneration be paid to them:

(4) If one person only is appointed, all the provisions herein contained in reference to several Liquidators shall apply to him:

(5) When several Liquidators are appointed, every power hereby given may be exercised by any two of them:

(6) The Liquidators may, at any time after the passing of the resolution for winding-up the Company, and before they have ascertained the sufficiency of the assets of the Company, or the debts and liabilities in respect of which the contributories are liable, call on all or any of the contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy the debts and liabilities of the Company and the costs of winding it up; and they may, in making a call, take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same:

(7) The Liquidators shall have all powers hereinbefore vested in Official Liquidators, and may exercise the same without the intervention of the Court:

(8) All books, papers, and documents in the hands of the Liquidators shall at all reasonable times be open to the inspection of the shareholders:

(9) When the creditors are satisfied, the Liquidators shall proceed to adjust the rights of the contributories amongst themselves; and for the purposes of such adjustment they may make calls on all the contributories to the extent of their liability for any sums they may deem necessary; and they may, in making a call, take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same:

(10) As soon as the affairs of the Company are fully wound-up, the Liquidators shall make up an account showing the manner in which such winding-up has been conducted, and the property, of the Company disposed of; and such account, with the vouchers thereof, shall be laid before such person or persons as may be appointed by the Company to inspect the same; and upon such inspection being concluded the Liquidators shall proceed to call a general meeting of the shareholders for the purpose of considering such account; but no such meeting shall be deemed to be duly held unless two months' previous notice, specifying the time, places, and object of such meeting, has been published in the manner specified in Section XCIV of this Act:

(11) Such general meeting shall not enter upon any business except the consideration of the account; but the meeting may proceed to the consideration thereof, notwithstanding the quorum required by any regulation of the Company to be present at general meetings is not present thereat; and if, on consideration, the meeting is of opinion that the affairs of the Company have been fairly wound-up, they shall pass a resolution to that effect, and thereupon the Liquidators shall publish a notice of such resolution in the manner specified in Section XCIV of this Act, and shall also make a return to the Registrar of Joint-Stock Companies of such resolution ; and on the expiration of one month from the date of the registration of such return, the Company shall be deemed to be dissolved :

(12) If, within one year after the passing of a resolution for winding-up the affairs of the Company, such affairs are not wound-up, the Liquidators shall immediately thereafter make up an account showing the state of the affairs and the progress which has been made in winding-up down to that date, and they shall add thereto a report stating the reason why the winding-up has not been completed ; and a general meeting shall be called to consider the same, and so on from year to year until the winding-up of the affairs of the Company is completed.

All costs, charges, and expenses properly incurred in the voluntary winding-up of a Company, including the remuneration of the Liquidators, shall be payable out of the assets of the Company in priority to all other claims.

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