Winding up of Joint Stock Companies.

Chap. 5.—Provides for the winding up of Joint Stock Cos. A Co. may be wound up when the charter has expired, or when an event has happened which, under the charter, involves its dissolution, and a general meeting has passed a resolution requiring the winding up; also when it has passed a resolution by a two-thirds majority at one meeting and confirmed it by an ordinary majority at a subsequent one to that effect; also when it has passed a resolution by a two-thirds majority that the Co. though solvent, cannot longer carry on Its business advantageously; also when a contributory (i. e. liable to contribute and pay the debts of the Co.) petitions and shews, in the opinion of the Court, sufficient cause. The winding up begins from the passing of a resolution, or the order of the Court as above. The resolution or order is to be registered where-ever the Co. has real estate. For this purpose it is to be accompanied by a description of such estate certified by the liquidator. So soon as the winding up is commenced the business of the Co., except that necessary for the beneficial winding up, is discontinued. Shares may not be transferred or relative position of members of the Co. changed, except with consent of the liquidators.

Liquidators are, or a liquidator is appointed at a general meeting of the Co. when their remuneration is also settled. They must give security. Thereupon the powers of the directors cease, except in matters specially committed to them by the Co. The contributories may appoint one or more Inspectors under whoso supervision the liquidators proceed. The contributories may direct now the property is to be disposed of; if they do not, the liquidators act upon order of the inspector; but it may only be sold en bloc with authority of the contributories. With sanction of either Inspector or contributories he may sell debts, the collection of which he considers more onerous than profitable to the estate. He may bring and defend actions, and carry on the business in so far as is necessary for its beneficial winding up, and may raise money on notes or bills and on any assets of the Co. for the purpose, and he may take out letters of administration to deceased contributories, and use any other means necessary to collect money due, and execute deeds and grant receipts, &c., &c., using the Co. seal when necessary. He gives such notice as is given in Chancery to parties to file claims within a certain time, whereupon he may proceed to distribute the assets among those who have given notice. With authority of a resolution of the Co. he may arrange or compromise claims against individuals, including calls and liabilities to calls. He may, with like authority, sell out to another Co. and receive shares or participations in profits of the other Co. instead of a money payment. But a dissentient shareholder may, by giving notice within seven days after such resolution is passed, to the liquidator, prevent such transfers or oblige the liquidator to buy his shares or stock at a price to be fixed by agreement or arbitration.

The liquidator as soon as may be after appointment settles a list of contributories, which is to contain the names of the shareholders who are liable for the amount unpaid on their stock, or such further sum as the charter provides, of the personal representatives of deceased contributories (heirs and heiresses may be added afterwards) and of former members of the Co. who have transferred their shares in a manner, not freeing them from liability. The list becomes primâ facie evidence of the liability of the persons named in it. It may be settled by the Court on the affidavit of the liquidator, who deposits a a copy. But on further information he may afterwards amend it. To settle it he obtains an order from the Judge fixing a day, of which he gives four days notice to all persons on the list, informing them also, in what capacity, and for how much and in what respect he holds them liable. The list as settled is certified by the Clerk of the Court. If the personal representative of a deceased contributory fails to make payment, letters of administration of the estate may be taken out and payment secured out of it. From time to time the liqudator makes calls upon the contributories for sums necessary to proceed with the winding up. The list when settled by the Court has the effect of a judgment, and contributories not paying calls are liable to imprisonment as other debtors, after judgment. Liquidators may employ no counsel without leave of inspector, of contributories, and in respect of deposit of moneys, &c., is under the same obligations as an assignee in insolvency. He is subject to the summary jurisdiction of the Court, for disobedience to whose orders he may be imprisoned or removed. The costs of winding up are payable out of the assets the Co.

When no remuneration is fixed for the liquidator, he is to receive a commission of five p. c. on the sum realized, if not more than $1,000; 2½ p. c. on the excess up to $5,900 and 1¼ P-c. on all over that. Meetings of the Co. must be called by the liquidator at least once in the year, and of the contributors whenever required by the inspector and five contributories. Notice to be as provided by charter or Court, or through Ontario Gazette. or by written page 88 notices to each party. Voting is by person or proxy, when the affairs of the Co. are wound up, the liquidator renders an account to a general meeting of the shareholders, and after the meeting makes a return to the Prov. Sec; three months after tiling such return the Co. is dissolved. Or, on the report being submitted to the Court, it may declare the Co. dissolved, and the order is transmitted to the Prov. Sec. For default in transmitting the return or order, the liquidator incurs a fine of $20 a day. Unclaimed dividends or balances deposited as below, alter three years, are to be paid over by the bank where deposited, with interest to the Prov. Treas. Within thirty days after dissolution of Co, the liquidator must deposit all moneys in his hands belonging to it, under a penalty of $10 per day, and he becomes a debtor to H M. for the amount. After five years all liability of the Co. or the liquidator ceases. The Board of County Judges may make rules for carrying out this Act, subject to revision or disallowance of Court of Appeal.