all actions, suits, or legal proceedings instituted in the said Court, in causes or matters whereof the Court has cognisance, all processes issuing out of the same, and all orders, rules, demands, notices, warrants, and summonses required or authorised by the practice of the Court to be served on any company, whether registered or not registered, or any member or contributory thereof, or any officer, agent, director, manager, or servant thereof, may be served in any part of England without any special order of the Vice-Warden for that purpose, or by such special order may be served in any part of the United Kingdom of Great Britain and Ireland, or in the adjacent islands, parcel of the dominions of the Crown, on such terms and conditions as the Court shall think fit; and all decrees, orders, and judgments of the said Court made or pronounced in such causes or matters may be enforced in the same manner in which decrees, orders, and judgments of the Court may now by law be enforced, whether within or beyond the local limits of the stannaries ;; and the seal of the said Court, and the signature of the registrar thereof, shall be judicially noticed by all other Courts and judges in England, and shall require no other proof than the production thereof. The registrar of the said Court, or the assistant registrar, in making sales under any decree or order of the court shall be entitled to the same privilege of selling by auction or competition without a licence, and without being liable to duty, as a judge of the Court of Chancery is entitled to in pursuance of the Acts in that behalf. to costs in Where a limited company is plaintiff or pursuer in any Provision as action, suit, or other legal proceeding, any judge having juris- actions diction in the matter may, if it appears by any credible brought by certain testimony that there is reason to believe that if the defendant limited com panies. be successful in his defence the assets of the company will be insufficient to pay his costs, require sufficient security to be given for such costs, and may stay all proceedings until such security is given. in action members. In any action or suit brought by the company against any Declaration member to recover any call or other monies due from such against member in his character of member, it shall not be necessary to set forth the special matter, but it shall be sufficient to allege that the defendant is a member of the company, and is indebted to the company in respect of a call made or other monies due whereby an action or suit hath accrued to the company (a). Board of Trade may alter forms in schedule. SECTION V. ALTERATION OF FORMS. The forms set forth in the second schedule of this Act, or forms as near thereto as circumstances admit, shall be used in all matters to which such forms refer; the Board of Trade may from time to time make such alterations in the tables and forms contained in the first schedule, so that it does not increase the amount of fees payable to the registrar in the said schedule mentioned, and in the forms in the second schedule, or make such additions to the last-mentioned forms, as it deems requisite: Any such table or form, when altered, shall be published in the "London Gazette," and upon such publication being made such table or form shall have the same force as if it were included in the schedule to this Act, but no alteration made by the Board of Trade in the table marked A. contained in the first schedule shall affect any company registered prior to the date of such alteration, or repeal, as respects such company, any portion of such table (b). Power for companies to refer matters to arbitration. SECTION VI. Any company under this Act may from time to time, by writing under its common seal, agree to refer and may refer to arbitration, in accordance with "The Railway Companies Arbitration Act, 1859," any existing or future difference, question, or other matter whatsoever in dispute between itself and any other company or person, and the companies parties to the arbitration may delegate to the person or persons to whom the reference is made power to settle any terms or to determine any matter capable of being lawfully settled or determined by the companies themselves, or by the directors or other managing body of such companies. (a) 25 & 26 Vict. c. 89, ss. 65-70. (b) 25 & 26 Vict. c. 89, s. 71. All the provisions of "The Railway Companies Arbitration Act, 1859," shall be deemed to apply to arbitrations between companies and persons in pursuance of this Act; and in the construction of such provisions "the companies" shall be deemed to include companies authorised by this Act to refer disputes to arbitration (a). Provisions of 22 & 23 Vict. c. 59 to PART IV. WINDING UP OF COMPANIES AND ASSOCIATIONS UNDER THIS ACT. "'contribu The term "contributory" shall mean every person liable to Meaning of contribute to the assets of a company under this Act, in the tory." event of the same being wound up: It shall also, in all proceedings for determining the persons who are to be deemed contributories, and in all proceedings prior to the final determination of such persons, include any person alleged to be a contributory. The liability of any person to contribute to the assets of a Nature of liability of company under this Act in the event of the same being wound contributory. up, shall be deemed to create a debt (in England and Ireland of the nature of a specialty) accruing due from such person at the time when his liability commenced, but payable at the time or respective times when calls are made as hereinafter mentioned for enforcing such liability; and it is lawful in the case of the bankruptcy of any contributory to prove against his estate the estimated value of his liability to future calls, as well as calls already made. If any contributory dies either before or after he has been placed on the list of contributories hereinafter mentioned, his personal representatives, heirs, and devisees shall be liable in a due course of administration to contribute to the assets of the company in discharge of the liability of such deceased contributory, and such personal representatives, heirs, and devisees shall be deemed to be contributories accordingly. If any contributory becomes bankrupt, either before or after he has been placed on the list of contributories, his assignees (a) 25 & 26 Vict. c. 89, ss. 72 and 73. Contribu tories in case of death. Contribu tories in case of bankruptcy. Contribu tories in case of marriage. shall be deemed to represent such bankrupt for all the purposes of the winding up, and shall be deemed to be contributories accordingly, and may be called upon to admit to proof against the estate of such bankrupt, or otherwise to allow to be paid out of his assets, in due course of law, any monies due from such bankrupt in respect of his liability to contribute to the assets of the company being wound up; and for the purposes of this section any person who may have taken the benefit of any Act for the relief of insolvent debtors before the eleventh day of October one thousand eight hundred and sixty-one shall be deemed to have become bankrupt. If any female contributory marries, either before or after she has been placed on the list of contributories, her husband shall during the continuance of the marriage be liable to contribute to the assets of the company the same sum as she would have been liable to contribute if she had not married, and he shall be deemed to be a contributory accordingly (a). Circumstances under which company may be wound up by Court. Company when deemed unable to pay its debts. SECTION I. WINDING UP BY COURT. A company under this Act may be wound up by the Court as hereinafter defined, under the following circumstances:1. Whenever the company has passed a special resolution requiring the company to be wound up by the Court. 2. Whenever the company does not commence its business within a year from its incorporation, or suspends its business for the space of a whole year. 3. Whenever the members are reduced in number to less than seven. 4. Whenever the company is unable to pay its debts. 5. Whenever the Court is of opinion that it is just and equitable that the company should be wound up. A company under this Act is deemed to be unable to pay its debts-1. Whenever a creditor, by assignment or otherwise, to whom the company is indebted, at law or in equity, in a sum exceeding fifty pounds then due, has served on the company, by leaving the same at their registered office, a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service (a) 25 & 26 Vict. c. 89, ss. 74-78. of such demand neglected to pay such sum, or to secure or compound for the same to the reasonable satisfaction of the creditor. 2. Whenever, in England and Ireland, execution or other process issued on a judgment, decree, or order obtained in any court in favour of any creditor, at law or in equity, in any proceeding instituted by such creditor against the company, is returned unsatisfied in whole or in part. 3. Whenever, in Scotland, the induciæ of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest have expired without payment being made. 4. Whenever it is proved to the satisfaction of the Court that the company is unable to pay its debts. "the Court.' The expression "the Court," as used in this part of this Act, Definition of shall mean the following authorities:-In the case of a company engaged in working any mine within and subject to the jurisdiction of the stannaries,-the Court of the Vice-Warden of the Stannaries, unless the Vice-Warden certifies that in his opinion the company would be more advantageously wound up in the High Court of Chancery, in which case "the Court," shall mean the High Court of Chancery. In the case of a company registered in England that is not engaged in working any such mine as aforesaid,-the High Court of Chancery. In the case of a company registered in Ireland, the Court of Chancery in Ireland. In all cases of companies registered in Scotland, the Court of Session in either division thereof. Provided that where the Court of Chancery in England or Ireland makes an order for winding up a company under this Act, it may, if it thinks fit, direct all subsequent proceedings for winding up the same to be had in the Court of Bankruptcy having jurisdiction in the place in which the registered office of the company is situate; and thereupon such last-mentioned Court of Bankruptcy is, for the purposes of winding up the company, deemed to be "the Court" within the meaning of the Act, and shall have for the purposes of such winding up all the powers of the High Court of Chancery, or of the Court of Chancery in Ireland, as the case may require. Any application to the Court for the winding up of a company under this Act shall be by petition; it may be presented by the company, or by any one or more creditor or creditors, contributory or contributories of the company, or by all or any of the Application for winding to be up made by petition. |