Law

Companies Act 1948

United Kingdom · statute

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In force since 1948-06-30, as the publisher states.

Copy read on 2026-11-09. The page it was read from

Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.

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Contents: 481 provisions
  1. Title and introductory text
  2. 1 Mode of forming incorporated company.
  3. 2 Requirements with respect to memorandum.
  4. 3 Stamp and signature of memorandum.
  5. 4 Restriction on alteration of memorandum.
  6. 5 Mode in which and extent to which objects of company may be altered.
  7. 6 Articles prescribing regulations for companies.
  8. 7 Regulations required in case of unlimited company or company limited by guarantee.
  9. 8 Adoption and application of Table A.
  10. 9 Printing, stamp, and signature of articles.
  11. 10 Alteration of articles by special resolution.
  12. 11 Statutory forms of memorandum and articles.
  13. 12 Registration of memorandum and articles.
  14. 13 Effect of registration.
  15. 14 Power of company to hold lands.
  16. 15 Conclusiveness of certificate of incorporation.
  17. 16 Registration of unlimited company as limited.
  18. 17 Prohibition of registration of companies by undesirable names.
  19. 18 Change of name.
  20. 19 Power to dispense with “limited ” in name of charitable and other companies.
  21. 20 Effect of memorandum and articles.
  22. 21 Provision as to memorandum and articles of companies limited by guarantee.
  23. 22 Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
  24. 23 Power to alter conditions in memorandum which could have been contained in articles.
  25. 24 Copies of memorandum and articles to be given to members.
  26. 25 Issued copies of memorandum to embody alterations.
  27. 26 Definition of member.
  28. 27 Membership of holding company.
  29. 28 Meaning of “private company ”.
  30. 29 Consequences of default in complying with conditions constituting a company a private company.
  31. 30 Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be private company.
  32. 31 Members severally liable for debts where business carried on with fewer than seven, or in case of private company two, members.
  33. 32 Form or contracts.
  34. 33 Bills of exchange and promissory notes.
  35. 34 Execution of deeds abroad.
  36. 35 Power for company to have official seal for use abroad.
  37. 36 Authentication of documents.
  38. 37 Dating of prospectus.
  39. 38 Matters to be stated and reports to be set out in prospectus.
  40. 39 Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
  41. 40 Expert's consent to issue of prospectus containing statement by him.
  42. 41 Registration of prospectus.
  43. 42 Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
  44. 43 Civil liability for mis-statements in prospectus.
  45. 44 Criminal liability for mis-statements in prospectus.
  46. 45 Document containing offer of shares or debentures for sale to be deemed prospectus.
  47. 46 Interpretation of provisions relating to prospectuses.
  48. 47 Prohibition of allotment unless minimum subscription received.
  49. 48 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.
  50. 49 Effect of irregular allotment.
  51. 50 Applications for, and allotment of, shares and debentures.
  52. 51 Allotment of shares and debentures to be dealt in on stock exchange.
  53. 52 Return as to allotments.
  54. 53 Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
  55. 54 Prohibition of provision of financial assistance by company for purchase of or subscription for its own, or its holding company's, shares.
  56. 55 Construction of references to offering shares or debentures to the public.
  57. 56 Application of premiums received on issue of shares.
  58. 57 Power to issue shares at a discount.
  59. 58 Power to issue redeemable preference shares.
  60. 59 Power of company to arrange for different amounts being paid on shares.
  61. 60 Reserve liability of limited company.
  62. 61 Power of company limited by shares to alter its share capital.
  63. 62 Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.
  64. 63 Notice of increase of share capital.
  65. 64 Power of unlimited company to provide for reserve share capital on re-registration.
  66. 65 Power of company to pay interest out of capital in certain cases.
  67. 66 Special resolution for reduction of share capital.
  68. 67 Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors.
  69. 68 Order confirming reduction and powers of court on making such order.
  70. 69 Registration of order and minute of reduction.
  71. 70 Liability of members in respect of reduced shares.
  72. 71 Penalty for concealing name of creditor, &c.
  73. 72 Rights of holders of special classes of shares.
  74. 73 Nature of shares.
  75. 74 Numbering of shares.
  76. 75 Transfer not to be registered except on production of instrument of transfer.
  77. 76 Transfer by personal representative.
  78. 77 Registration of transfer at request of transferor.
  79. 78 Notice of refusal to register transfer.
  80. 79 Certification of transfers.
  81. 80 Duties of company with respect to issue of certificates.
  82. 81 Certificate to be evidence of title.
  83. 82 Evidence of grant of probate.
  84. 83 Issue and effect of share warrants to bearer.
  85. 84 Penalty for personation of shareholder.
  86. 85 Offences in connection with share warrants in Scotland.
  87. 86 Provisions as to registers of debenture holders.
  88. 87 Rights of inspection of register of debenture holders and to copies of register and trust deed.
  89. 88 Liability of trustees for debenture holders.
  90. 89 Perpetual debentures.
  91. 90 Power to re-issue redeemed debentures in certain cases.
  92. 91 Saving, in case of re-issued debentures, of rights of certain mortgagees.
  93. 92 Specific performance of contracts to subscribe for debentures.
  94. 93 Validity of debentures to bearer in Scotland.
  95. 94 Payment of certain debts out of assets subject to floating charge in priority to claims under the charge.
  96. 95 Registration of charges created by companies registered in England.
  97. 96 Duty of company to register charges created by company.
  98. 97 Duty of company to register charges existing on property acquired.
  99. 98 Register of charges to be kept by registrar of companies.
  100. 99 Endorsement of certificate of registration on debentures.
  101. 100 Entries of satisfaction and release of property from charge.
  102. 101 Rectification of register of charges.
  103. 102 Registration of enforcement of security.
  104. 103 Copies of instruments creating charges to be kept by company.
  105. 104 Company's register of charges.
  106. 105 Right to inspect copies of instruments creating mortgages and charges and company's register of charges.
  107. 106 Application of Part III to charges created, and property subject to charge acquired, by company incorporated outside England.
  108. 107 Registered office of company.
  109. 108 Publication of name by company.
  110. 109 Restrictions on commencement of business.
  111. 110 Register of members.
  112. 111 Index of members.
  113. 112 Provisions as to entries in register in relation to share warrants.
  114. 113 Inspection of register and index.
  115. 114 Consequences of failure to comply with requirements as to register owing to agent's default.
  116. 115 Power to close register.
  117. 116 Power of court to rectify register.
  118. 117 Trusts not to be entered on register in England.
  119. 118 Register to be evidence.
  120. 119 Power for company to keep dominion register.
  121. 120 Regulations as to dominion register.
  122. 121 Stamp duties in case of shares registered in dominion registers.
  123. 122 Power to extend provisions as to dominion registers to other countries.
  124. 123 Provisions as to branch registers of dominion companies kept in the United Kingdom.
  125. 124 Annual return to be made by company having a share capital.
  126. 125 Annual return to be made by company not having a share capital.
  127. 126 Time for completion of annual return.
  128. 127 Documents to be annexed to annual return.
  129. 128 Certificates to be sent by private company with annual return.
  130. 129 Exemption, in certain cases, of private companies from requirements of s.127.
  131. 130 Statutory meeting and statutory report.
  132. 131 Annual general meeting.
  133. 132 Convening of extraordinary general meeting on requisition.
  134. 133 Length of notice for calling meetings.
  135. 134 General provisions as to meetings and votes.
  136. 135 Power of court to order meeting.
  137. 136 Proxies.
  138. 137 Right to demand a poll.
  139. 138 Voting on a poll.
  140. 139 Representation of corporations at meetings of companies and of creditors.
  141. 140 Circulation of members' resolutions, &c.
  142. 141 Extraordinary and special resolutions.
  143. 142 Resolutions requiring special notice.
  144. 143 Registration and copies of certain resolutions and agreements.
  145. 144 Resolutions passed at adjourned meetings.
  146. 145 Minutes of proceedings of meetings of company and of directors and managers.
  147. 146 Inspection of minute books.
  148. 147 Keeping of books of account.
  149. 148 Profit and loss account and balance sheet.
  150. 149 General provisions as to contents and form of accounts.
  151. 150 Obligation to lay group accounts before holding company.
  152. 151 Form of group accounts.
  153. 152 Contents of group accounts.
  154. 153 Financial year of holding company and subsidiary.
  155. 154 Meaning of “holding company ” and “subsidiary ”.
  156. 155 Signing of balance sheet.
  157. 156 Accounts and auditors' report to be annexed to balance sheet.
  158. 157 Directors report to be attached to balance sheet.
  159. 158 Right to receive copies of balance sheets and auditors' report.
  160. 159 Appointment and remuneration of auditors.
  161. 160 Provisions as to resolutions relating to appointment and removal of auditors.
  162. 161 Disqualifications for appointment as auditor.
  163. 162 Auditors' report and right of access to books and to attend and be heard at general meetings.
  164. 163 Construction of references to documents annexed to accounts.
  165. 164 Investigation of company's affairs on application of members.
  166. 165 Investigation of company's affairs in other cases.
  167. 166 Power of inspectors to carry investigation into affairs of related companies.
  168. 167 Production of documents, and evidence, on investigation.
  169. 168 Inspectors' report.
  170. 169 Proceedings on inspectors' report.
  171. 170 Expenses of investigation of company's affairs.
  172. 171 Inspectors' report to be evidence.
  173. 172 Appointment and powers of inspectors to investigate ownership of company.
  174. 173 Power to require information as to persons interested in shares or debentures.
  175. 174 Power to impose restrictions on shares or debentures.
  176. 175 Saving for solicitors and bankers.
  177. 176 Directors.
  178. 177 Secretary.
  179. 178 Prohibition of certain persons being sole director or secretary.
  180. 179 Avoidance of acts done by person in dual capacity as director and secretary.
  181. 180 Validity of acts of directors.
  182. 181 Restrictions on appointment or advertisement of director.
  183. 182 Share qualifications of directors.
  184. 183 Appointment of directors to be voted on individually.
  185. 184 Removal of directors.
  186. 185 Retirement of directors under age limit.
  187. 186 Duty of directors to disclose age to company.
  188. 187 Provisions as to undischarged bankrupts acting as directors.
  189. 188 Power to restrain fraudulent persons from managing companies.
  190. 189 Prohibition of tax-free payments to directors.
  191. 190 Prohibition of loans to directors.
  192. 191 Approval of company requisite for payment by it to director for loss of office, &c.
  193. 192 Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, &c.
  194. 193 Duty of director to disclose payment for loss of office, &c, made in connection with transfer of shares in company.
  195. 194 Provisions supplementary to three foregoing sections.
  196. 195 Register of directors' shareholdings, &c.
  197. 196 Particulars in accounts of directors' salaries, pensions, &c.
  198. 197 Particulars in accounts of loans to officers, &c.
  199. 198 General duty to make disclosure for purposes of three foregoing sections.
  200. 199 Disclosure by directors of interests in contracts.
  201. 200 Register of directors and secretaries.
  202. 201 Particulars with respect to directors in trade catalogues, circulars, &c.
  203. 202 Limited company may have directors with unlimited liability.
  204. 203 Special resolution of limited company making liability of directors unlimited.
  205. 204 Provisions as to assignment of office by directors.
  206. 205 Provisions as to liability of officers and auditors.
  207. 206 Power to compromise, with creditors and members.
  208. 207 Information as to compromises with creditors and members.
  209. 208 Provisions for facilitating reconstruction and amalgamation of companies.
  210. 209 Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
  211. 210 Alternative remedy to winding up in cases of oppression.
  212. 211 Modes of winding up.
  213. 212 Liability as contributories of present and past members.
  214. 213 Definition of “contributory ”.
  215. 214 Nature of liability of contributory.
  216. 215 Contributories in case of death, of member.
  217. 216 Contributories in case of bankruptcy of member.
  218. 217 Provision as to married women.
  219. 218 Jurisdiction to wind up companies registered in England.
  220. 219 Transfer of proceedings from one court to another and statement of case by county court.
  221. 220 Jurisdiction to wind up companies registered in Scotland.
  222. 221 Power in Scotland to remit winding up to Lord Ordinary.
  223. 222 Circumstances in which company may be wound up by court.
  224. 223 Definition of inability to pay debts.
  225. 224 Provisions as to applications for winding up.
  226. 225 Powers of court on hearing petition.
  227. 226 Power to stay or restrain proceedings against company.
  228. 227 Avoidance of dispositions of property, &c, after commencement of winding up.
  229. 228 Avoidance of attachments, &c, in case of English company, and in case of effects in England of Scottish company.
  230. 229 Commencement of winding up by the court.
  231. 230 Copy of order to be forwarded to registrar.
  232. 231 Actions stayed on winding-up order.
  233. 232 Effect of winding-up order.
  234. 233 Official receiver in bankruptcy to be official receiver for winding-up purposes.
  235. 234 Appointment of official receiver by court in certain cases.
  236. 235 Statement of company's affairs to be submitted to official receiver.
  237. 236 Report by official receiver.
  238. 237 Power of court to appoint liquidators.
  239. 238 Appointment and powers of provisional liquidator.
  240. 239 Appointment, style, &c, of liquidators in England.
  241. 240 Provisions where person other than official receiver is appointed liquidator.
  242. 241 Provisions as to liquidators in Scotland.
  243. 242 General provisions as to liquidators.
  244. 243 Custody of company's property.
  245. 244 Vesting of property of company in liquidator.
  246. 245 Powers of liquidator.
  247. 246 Exercise and control of liquidator's powers in England.
  248. 247 Books to be kept by liquidator in England.
  249. 248 Payments of liquidator in England into bank.
  250. 249 Audit of liquidator's accounts in England.
  251. 250 Control of Board of Trade over liquidators in England.
  252. 251 Release of liquidators in England.
  253. 252 Meetings of creditors and contributories to determine whether committee of inspection shall be appointed.
  254. 253 Constitution and proceedings of committee of inspection.
  255. 254 Powers of Board of Trade in England where no committee of inspection.
  256. 255 Additional powers of committee of inspection in Scotland.
  257. 256 Power to stay winding up.
  258. 257 Settlement of list of contributories and application of assets.
  259. 258 Delivery of property to liquidator.
  260. 259 Payment of debts due by contributory to company and extent to which set-off allowed.
  261. 260 Power of court to make calls.
  262. 261 Payment into Bank of moneys due to company.
  263. 262 Order on contributory conclusive evidence.
  264. 263 Appointment in England of special manager.
  265. 264 Power to exclude creditors not proving in time.
  266. 265 Adjustment of rights of contributories.
  267. 266 Inspection of books by creditors and contributories.
  268. 267 Power to order costs of winding up to be paid out of assets.
  269. 268 Power to summon persons suspected of having property of company, &c.
  270. 269 Attendance of officers of company at meetings of creditors, &c, in Scotland.
  271. 270 Power in England to order public examination of promoters and officers.
  272. 271 Power to arrest absconding contributory.
  273. 272 Powers of court cumulative.
  274. 273 Delegation to liquidator of certain powers of court in England.
  275. 274 Dissolution of company.
  276. 275 Order for calls on contributories in Scotland.
  277. 276 Enforcement throughout United Kingdom of orders made in winding up.
  278. 277 Appeals from orders in Scotland.
  279. 278 Circumstances in which company may be wound up voluntarily.
  280. 279 Notice of resolution to wind up voluntarily.
  281. 280 Commencement of voluntary winding up.
  282. 281 Effect of voluntary winding up on business and status of company.
  283. 282 Avoidance of transfers, &c., after commencement of voluntary winding up.
  284. 283 Statutory declaration of solvency in case of proposal to wind up voluntarily.
  285. 284 Provisions applicable to a members' winding up.
  286. 285 Power of company to appoint and fix remuneration of liquidators.
  287. 286 Power to fill vacancy in office of liquidator.
  288. 287 Power of liquidator to accept shares, &c, as consideration for sale of property of company.
  289. 288 Duty of liquidator to call creditors' meeting in case of insolvency.
  290. 289 Duty of liquidator to call general meeting at end of each year.
  291. 290 Final meeting and dissolution.
  292. 291 Alternative provisions as to annual and final meetings in case of insolvency.
  293. 292 Provisions applicable to a creditors' winding up.
  294. 293 Meeting of creditors.
  295. 294 Appointment of liquidator.
  296. 295 Appointment of committee of inspection.
  297. 296 Fixing of liquidators' remuneration and cesser of directors' powers.
  298. 297 Power to fill vacancy in office of liquidator.
  299. 298 Application of s.287 to a creditors' voluntary winding up.
  300. 299 Duty of liquidator to call meetings of company and of creditors at end of each year.
  301. 300 Final meeting and dissolution.
  302. 301 Provisions applicable to every voluntary winding up.
  303. 302 Distribution of property of company.
  304. 303 Powers and duties of liquidator in voluntary winding up.
  305. 304 Power of court to appoint and remove liquidator in voluntary winding up.
  306. 305 Notice by liquidator of his appointment.
  307. 306 Arrangement when binding on creditors.
  308. 307 Power to apply to court to have questions determined or powers exercised.
  309. 308 Power of court in Scotland to stay proceedings against company.
  310. 309 Costs of voluntary winding up.
  311. 310 Saving for rights of creditors and contributories.
  312. 311 Power to order winding up subject to supervision.
  313. 312 Effect of petition for winding up subject to supervision.
  314. 313 Application of ss.227 and 228 to winding up subject to supervision.
  315. 314 Power of court to appoint or remove liquidators.
  316. 315 Effect of supervision order.
  317. 316 Debts of all descriptions may be proved.
  318. 317 Application of bankruptcy rules in winding up of insolvent English companies.
  319. 318 Ranking of claims in Scotland.
  320. 319 Preferential payments.
  321. 320 Fraudulent preference.
  322. 321 Liabilities and rights of certain fraudulently preferred persons.
  323. 322 Effect of floating charge.
  324. 323 Disclaimer of onerous property in case of company wound up in England.
  325. 324 Liability for rentcharge on company's land after disclaimer.
  326. 325 Restriction of rights of creditor as to execution or attachment in case of company being wound up in England.
  327. 326 Duties of sheriff as to goods taken in execution.
  328. 327 Effect of diligence within 60 days of winding up in case of Scottish company and in case of effects in Scotland of English company.
  329. 328 Offences by officers of companies in liquidation.
  330. 329 Penalty for falsification of books.
  331. 330 Frauds by officers of companies which have gone into liquidation.
  332. 331 Liability where proper accounts not kept.
  333. 332 Responsibility for fraudulent trading of persons concerned.
  334. 333 Power of court to assess damages against delinquent directors, &c.
  335. 334 Prosecution of delinquent officers and members of company.
  336. 335 Disqualification for appointment as liquidator.
  337. 336 Corrupt inducement affecting appointment as liquidator.
  338. 337 Enforcement of duty of liquidator to make returns, &c.
  339. 338 Notification that a company is in liquidation.
  340. 339 Exemption of certain documents from stamp duty on winding up of companies.
  341. 340 Books of company to be evidence.
  342. 341 Disposal of books and papers of company.
  343. 342 Information as to pending liquidations.
  344. 343 Unclaimed assets in England to be paid to Companies Liquidation Account.
  345. 344 Unclaimed dividends, &c, in Scotland to be lodged in bank.
  346. 345 Resolutions passed at adjourned meetings of creditors and contributories.
  347. 346 Meetings to ascertain wishes of creditors or contributories.
  348. 347 Judicial notice of signature of officers.
  349. 348 Special commission for receiving evidence.
  350. 349 Court may order examination of persons in Scotland.
  351. 350 Costs of application for leave to proceed against company being wound up in Scotland.
  352. 351 Affidavits, &c, in United Kingdom and dominions.
  353. 352 Power of court to declare dissolution of company void.
  354. 353 Registrar may strike defunct company off register.
  355. 354 Property of dissolved company to be bona vacantia.
  356. 355 Power of Crown to disclaim title to property vesting under foregoing section.
  357. 356 Liability for rentcharge on company's land after dissolution.
  358. 357 Attachment of debt due to contributory on winding up in stannaries court.
  359. 358 Preferential payments in stannaries cases.
  360. 359 Provisions as to mine club funds.
  361. 360 Companies Liquidation Account.
  362. 361 Investment of surplus funds on general account.
  363. 362 Separate accounts of particular estates.
  364. 363 Officers and remuneration.
  365. 364 Returns by officers in English winding up.
  366. 365 General rules and fees for winding up.
  367. 366 Disqualification of body corporate for appointment as receiver.
  368. 367 Disqualification of undischarged bankrupt from acting as receiver or manager.
  369. 368 Power in England to appoint official receiver as receiver for debenture holders or creditors.
  370. 369 Receivers and managers appointed out of court.
  371. 370 Notification that receiver or manager appointed.
  372. 371 Power of court to fix remuneration on application of liquidator.
  373. 372 Provisions as to information where receiver or manager appointed.
  374. 373 Special provisions as to statement submitted to receiver.
  375. 374 Delivery to registrar of accounts of receivers and managers.
  376. 375 Enforcement of duty of receivers and managers to make returns, &c.
  377. 376 Construction of references to receivers and managers.
  378. 377 Application of Act to companies formed and registered under former Companies Acts.
  379. 378 Application of Act to companies registered but not formed under former Companies Acts.
  380. 379 Application of Act to unlimited companies re-registered under former Companies Acts.
  381. 380 Provisions as to companies registered under the Joint Stock Companies Acts.
  382. 381 Exclusion of companies registered in Northern Ireland or Eire.
  383. 382 Companies capable of being registered.
  384. 383 Definition of joint stock company.
  385. 384 Requirements for registration by joint stock companies.
  386. 385 Requirements for registration by other than joint stock companies.
  387. 386 Authentication of statements of existing companies.
  388. 387 Registrar may require evidence as to nature of company.
  389. 388 Change of name for purposes of registration.
  390. 389 Addition of “limited ” to name.
  391. 390 Certificate of registration of existing companies.
  392. 391 Vesting of property on registration.
  393. 392 Saving for existing liabilities.
  394. 393 Continuation of existing actions.
  395. 394 Effect of registration under Part VIII.
  396. 395 Power to substitute memorandum and articles for deed of settlement.
  397. 396 Power of court to stay or restrain proceedings.
  398. 397 Actions stayed on winding-up order.
  399. 398 Meaning of unregistered company.
  400. 399 Winding up of unregistered companies.
  401. 400 Oversea companies may be wound up although dissolved.
  402. 401 Contributories in winding up of unregistered company.
  403. 402 Power of court to stay or restrain proceedings.
  404. 403 Actions stayed on winding-up order.
  405. 404 Provisions of Part IX cumulative.
  406. 405 Saving for enactments providing for winding up under former Companies Acts.
  407. 406 Application of ss.407 to 414.
  408. 407 Documents, &c, to be delivered to registrar by oversea companies carrying on business in Great Britain.
  409. 408 Power of oversea company to hold lands.
  410. 409 Return to be delivered to registrar by oversea company where documents, &c., altered.
  411. 410 Accounts of oversea company.
  412. 411 Obligation to state name of oversea company, whether limited, and country where incorporated.
  413. 412 Service on oversea company.
  414. 413 Office where documents to be filed.
  415. 414 Penalties.
  416. 415 Interpretation of ss. 407 to 414.
  417. 416 Special provisions as to delivery of documents by companies incorporated in Channel Islands or Isle of Man.
  418. 417 Dating of prospectus and particulars to be contained therein.
  419. 418 Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
  420. 419 Provisions as to expert's consent, and allotment.
  421. 420 Registration of prospectus.
  422. 421 Penalty for contravention of four foregoing sections.
  423. 422 Civil liability for mis-statements in prospectus.
  424. 423 Interpretation of provisions as to prospectuses.
  425. 424 Registration offices in England and Scotland.
  426. 425 Fees.
  427. 426 Inspection, production and evidence of documents kept by registrar.
  428. 427 Power of registrar in England to direct removal of documents to Public Record Office.
  429. 428 Enforcement of duty of company to make returns to registrar.
  430. 429 Prohibition of banking partnerships with more than ten members.
  431. 430 On registration of banking company with limited liability, notice to be given to customers.
  432. 431 Liability of bank of issue unlimited in respect of notes.
  433. 432 Privileges of banks making annual return.
  434. 433 Banking and certain other companies to publish periodical statement.
  435. 434 Prohibition of partnerships with more than twenty members.
  436. 435 Application of certain provisions of this Act to unregistered companies.
  437. 436 Form of registers, &c.
  438. 437 Service of documents on a company.
  439. 438 Penalty for false statements.
  440. 439 Penalty for improper use of word “limited ”.
  441. 440 Provision with respect to default fines and meaning of “officer in default ”.
  442. 441 Production and inspection of books where offence suspected.
  443. 442 Provisions as to summary proceedings.
  444. 443 Proceedings on indictment in Scotland against bodies corporate.
  445. 444 Application of fines.
  446. 445 Saving as to private prosecutors.
  447. 446 Saving for privileged communications.
  448. 447 Costs in actions by certain limited companies.
  449. 448 Power of court to grant relief in certain cases.
  450. 449 Power to enforce orders.
  451. 450 Jurisdiction of stannaries court.
  452. 451 Annual report by Board of Trade.
  453. 452 Authentication of documents issued by Board of Trade.
  454. 453 Orders and certificates of Board to be evidence.
  455. 454 Power to alter tables and forms.
  456. 455 Interpretation.
  457. 456 Amendments of other Acts.
  458. 457 Construction of references in other Acts to subsidiary companies as defined by, and companies registered under, the Companies Act, 1929.
  459. 458 Effect of provisions of former Companies Acts as to registration of charges on land and keeping books of account.
  460. 459 Repeal and savings.
  461. 460 Provisions as to winding-up proceedings commenced before 1st November, 1929.
  462. 461 Application to Northern Ireland.
  463. 462 Short title and commencement.
  464. FIRST SCHEDULE Tables A, B, C, D and E.
  465. SECOND SCHEDULE Form of Licence to hold Lands.
  466. THIRD SCHEDULE Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.
  467. FOURTH SCHEDULE Matters to be specified in Prospectus and Reports to be set out therein.
  468. FIFTH SCHEDULE Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus issued, and Reports to be set out therein.
  469. SIXTH SCHEDULE Contents and Form of Annual Return of a Company having a Share Capital.
  470. SEVENTH SCHEDULE Conditions as to Interests in Shares and Debentures of Exempt Private Company.
  471. EIGHTH SCHEDULE Accounts.
  472. NINTH SCHEDULE Matters to be expressly stated in Auditors' Report.
  473. TENTH SCHEDULE Orders in Course of Winding Up pronounced in Vacation in Scotland.
  474. ELEVENTH SCHEDULE Provisions of this Act which do not apply in the case of a Winding Up subject to Supervision of the Court.
  475. TWELFTH SCHEDULE Fees to be paid to the Registrar of Companies.
  476. THIRTEENTH SCHEDULE Form of Statement to be published by Banking and Insurance Companies and Deposit, Provident or Benefit Societies.
  477. FOURTEENTH SCHEDULE Provisions of this Act applied to Unregistered Companies.
  478. FIFTEENTH SCHEDULE Provisions Referred to in Section 438 of this Act.
  479. SIXTEENTH SCHEDULE Amendments of other Acts.
  480. SEVENTEENTH SCHEDULE Enactments Repealed.
  481. EIGHTEENTH SCHEDULE Enactments Saved.

Proposed changes to this act

No one has proposed a change to this act yet.

481 provisions

280 Commencement of voluntary winding up.

A voluntary winding up shall be deemed to commence at the time of the passing of the resolution for voluntary winding up.

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281 Effect of voluntary winding up on business and status of company.

In case of a voluntary winding up, the company shall, from the commencement of the winding up, cease to carry on its business, except so far as may be required for the beneficial winding up thereof: Provided that the corporate state and corporate powers of the company shall, notwithstanding anything to the contrary in its articles, continue until it is dissolved.

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282 Avoidance of transfers, &c., after commencement of voluntary winding up.

Any transfer of shares, not being a transfer made to or with the sanction of the liquidator, and any alteration in the status of the members of the company, made after the commencement of a voluntary winding up, shall be void.

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283 Statutory declaration of solvency in case of proposal to wind up voluntarily.

(1) Where it is proposed to wind up a company voluntarily, the directors of the company or, in the case of a company having more than two directors, the majority of the directors, may, at a meeting of the directors make a statutory declaration to the effect that they have made a full inquiry into the affairs of the company, and that, having so done, they have formed the opinion that the company will be able to pay its debts in full within such period not exceeding twelve months from the commencement of the winding up as may be specified in the declaration. (2) A declaration made as aforesaid shall have no effect for the purposes of this Act unless— (a) it is made within the five weeks immediately preceding the date of the passing of the resolution for winding up the company and is delivered to the registrar of companies for registration before that date; and (b) it embodies a statement of the company's assets and liabilities as at the latest practicable date before the making of the declaration. (3) Any director of a company making a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period specified in the declaration, shall be liable to imprisonment for a period not exceeding six months or to a fine not exceeding five hundred pounds or to both; and if the company is wound up in pursuance of a resolution passed within the period of five weeks after the making of the declaration, but its debts are not paid or provided for in full within the period stated in the declaration, it shall be presumed until the contrary is shown that the director did not have reasonable grounds for his opinion. (4) A winding up in the case of which a declaration has been made and delivered in accordance with this section or section two hundred and thirty of the Companies Act, 1929, is in this Act referred to as " a members' voluntary winding up “, and a winding up in the case of which a declaration has not been made and delivered as aforesaid is in this Act referred to as ” a creditors' voluntary winding up ". (5) Subsections (1) to (3) of this section shall not apply to a winding up commenced before the commencement of this Act.

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284 Provisions applicable to a members' winding up.

The provisions contained in the seven sections of this Act next following shall, subject to the provisions of the last of them, apply in relation to a members' voluntary winding up.

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285 Power of company to appoint and fix remuneration of liquidators.

(1) The company in general meeting shall appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company, and may fix the remuneration to be paid to him or them. (2) On the appointment of a liquidator all the powers of the directors shall cease, except so far as the company in general meeting or the liquidator sanctions the continuance thereof.

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286 Power to fill vacancy in office of liquidator.

(1) If a vacancy occurs by death, resignation or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy. (2) For that purpose a general meeting may be convened by any contributory or, if there were more liquidators than one, by the continuing liquidators. (3) The meeting shall be held in manner provided by this Act or by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be determined by the court.

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287 Power of liquidator to accept shares, &c, as consideration for sale of property of company.

(1) Where a company is proposed to be, or is in course of being, wound up. altogether voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to another company, whether a company within the meaning of this Act or not (in this section called “the transferee company ”), the liquidator of the first-mentioned company (in this section called “the transferor company ”) may, with the sanction of a special resolution of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive, in compensation or part compensation for the transfer or sale, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company. (2) Any sale or arrangement in pursuance of this section shall be binding on the members of the transferor company. (3) If any member of the transferor company who did not vote in favour of the special resolution expresses his dissent therefrom in writing addressed to the liquidator, and left at the registered office of the company within seven days after the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or by arbitration in manner provided by this section. (4) If the liquidator elects to purchase the member's interest, the purchase money must be paid before the company is dissolved and be raised by the liquidator in such manner as may be determined by special resolution. (5) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but, if an order is made within a year for winding up the company by or subject to the supervision of the court, the special resolution shall not be valid unless sanctioned by the court. (6) For the purposes of an arbitration under this section, the provisions of the Companies Clauses Consolidation Act, 1845, or, in the case of a winding up in Scotland, the Companies Clauses Consolidation (Scotland) Act, 1845, with respect to the settlement of disputes by arbitration, shall be incorporated with this Act, and in the construction of those provisions this Act shall be deemed to be the special Act and “the company ” shall mean the transferor company, and any appointment by the said incorporated provisions directed to be made under the hand of the secretary or any two of the directors may be made under the hand of the liquidator, or, if there is more than one liquidator, then of any two or more of the liquidators.

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288 Duty of liquidator to call creditors' meeting in case of insolvency.

(1) If, in the case of a winding up commenced after the commencement of this Act, the liquidator is at any time of opinion that the company will not be able to pay its debts in full within the period stated in the declaration under section two hundred and eighty-three of this Act he shall forthwith summon a meeting of the creditors, and shall lay before the meeting a statement of the assets and liabilities of the company. (2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding fifty pounds.

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289 Duty of liquidator to call general meeting at end of each year.

(1) Subject to the provisions of section two hundred and ninety-one of this Act, in the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within three months from the end of the year or such longer period as the Board of Trade may allow, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the preceding year. (2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding ten pounds.

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290 Final meeting and dissolution.

(1) Subject to the provisions of the next following section, as soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding up, showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon shall call a general meeting of the company for the purpose of laying before it the account, and giving any explanation thereof. (2) The meeting shall be called by advertisement in the Gazette, specifying the time, place and object thereof, and published one month at least before the meeting. (3) Within one week after the meeting, the liquidator shall send to the registrar of companies a copy of the account, and shall make a return to him of the holding of the meeting and of its date, and if the copy is not sent or the return is not made in accordance with this subsection the liquidator shall be liable to a fine not exceeding five pounds for every day during which the default continues: Provided that, if a quorum is not present at the meeting, the liquidator shall, in lieu of the return hereinbefore mentioned, make a return that the meeting was duly summoned and that no quorum was present thereat, and upon such a return being made the provisions of this subsection as to the making of the return shall be deemed to have been complied with. (4) The registrar on receiving the account and either of the returns hereinbefore mentioned shall forthwith register them, and on the expiration of three months from the registration of the return the company shall be deemed to be dissolved: Provided that the court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit. (5) It shall be the duty of the person on whose application an order of the court under this section is made, within seven days after the making of the order, to deliver to the registrar an office copy of the order for registration, and if that person fails so to do he shall be liable to a fine not exceeding five pounds for every day during which the default continues. (6) If the liquidator fails to call a general meeting of the company as required by this section, he shall be liable to a fine not exceeding fifty pounds.

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291 Alternative provisions as to annual and final meetings in case of insolvency.

Where section two hundred and eighty-eight of this Act has effect, sections two hundred and ninety-nine and three hundred thereof shall apply to the winding up to the exclusion of the two last foregoing sections, as if the winding up were a creditors' voluntary winding up and not a members' voluntary winding up: Provided that the liquidator shall not be required to summon a meeting of creditors under the said section two hundred and ninety-nine at the end of the first year from the commencement of the winding up, unless the meeting held under the said section two hundred and eighty-eight is held more than three months before the end of that year.

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292 Provisions applicable to a creditors' winding up.

The provisions contained in the eight sections of this Act next following shall apply in relation to a creditors' voluntary winding up.

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293 Meeting of creditors.

(1) The company shall cause a meeting of the creditors of the company to be summoned for the day, or the day next following the day, on which there is to be held the meeting at which the resolution for voluntary winding up is to be proposed, and shall cause the notices of the said meeting of creditors to be sent by post to the creditors simultaneously with the sending of the notices of the said meeting of the company. (2) The company shall cause notice of the meeting of the creditors to be advertised once in the Gazette and once at least in two local newspapers circulating in the district where the registered office or principal place of business of the company is situate. (3) The directors of the company shall— (a) cause a full statement of the position of the company's affairs together with a list of the creditors of the company and the estimated amount of their claims to be laid before the meeting of the creditors to be held as aforesaid; and (b) appoint one of their number to preside at the said meeting. (4) It shall be the duty of the director appointed to preside at the meeting of creditors to attend the meeting and preside thereat. (5) If the meeting of the company at which the resolution for voluntary winding up is to be proposed is adjourned and the resolution is passed at an adjourned meeting, any resolution passed at the meeting of -the creditors held in pursuance of subsection (1) of this section shall have effect as if it had been passed immediately after the passing of the resolution for winding up the company. (6) If default is made— (a) by the company in complying with subsections (1) and (2) of this section; (b) by the directors of the company in complying with subsection (3) of this section; (c) by any director of the company in complying with subsection (4) of this section; the company, directors or director, as the case may be, shall be liable to a fine not exceeding one hundred pounds, and, in the case of default by the company, every officer of the company who is in default shall be liable to the like penalty.

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294 Appointment of liquidator.

The creditors and the company at their respective meetings mentioned in the last foregoing section may nominate a person to be liquidator for the purpose of winding up the affairs and distributing the assets of the company, and if the creditors and the company nominate different persons, the person nominated by the creditors shall be liquidator, and if no person is nominated by the creditors the person, if any, nominated by the company shall be liquidator: Provided that in the case of different persons being nominated, any director, member or creditor of the company may, within seven days after the date on which the nomination was made by the creditors, apply to the court for an order either directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors or appointing some other person to be liquidator instead of the person appointed by the creditors.

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295 Appointment of committee of inspection.

(1) The creditors at the meeting to be held in pursuance of section two hundred and ninety-three of this Act or at any subsequent meeting may, if they think fit, appoint a committee of inspection consisting of not more than five persons, and if such a committee is appointed the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint such number of persons as they think fit to act as members of the committee not exceeding five in number: Provided that the creditors may, if they think fit, resolve that all or any of the persons so appointed by the company ought not to be members of the committee of inspection, and, if the creditors so resolve, the persons mentioned in the resolution shall not, unless the court otherwise directs, be qualified to act as members of the committee, and on any application to the court under this provision the court may, if it thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution. (2) Subject to the provisions of this section and to general rules, the provisions of sections two hundred and fifty-three (except subsection (1)) and two hundred and fifty-five of this Act shall apply with respect to a committee of inspection appointed under this section as they apply with respect to a committee of inspection appointed in a winding up by the court.

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296 Fixing of liquidators' remuneration and cesser of directors' powers.

(1) The committee of inspection, or if there is no such committee, the creditors, may fix the remuneration to be paid to the liquidator or liquidators. (2) On the appointment of a liquidator, all the powers of the directors shall cease, except so far as the committee of inspection, or if there is no such committee, the creditors, sanction the continuance thereof.

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297 Power to fill vacancy in office of liquidator.

If a vacancy occurs, by death, resignation or otherwise, in the office of a liquidator, other than a .liquidator appointed by, or by the direction of, the court, the creditors may fill the vacancy.

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298 Application of s.287 to a creditors' voluntary winding up.

The provisions of section two hundred and eighty-seven of this Act shall apply in the case of a creditors' voluntary winding up as in the case of a members' voluntary winding up, with the modification that the powers of the liquidator under the said section shall not be exercised except with the sanction either of the court or of the committee of inspection.

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299 Duty of liquidator to call meetings of company and of creditors at end of each year.

(1) In the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company and a meeting of the creditors at the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within three months from the end of the year or such longer period as the Board of Trade may allow, and shall lay before the meetings an account of his acts and dealings and of the conduct of the winding up during the preceding year. (2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding ten pounds.

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300 Final meeting and dissolution.

(1) As soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding up, showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon shall call a general meeting of the company and a meeting of the creditors for the purpose of laying the account before the meetings and giving any explanation thereof. (2) Each such meeting shall be called by advertisement in the Gazette specifying the time, place and object thereof, and published one month at least before the meeting. (3) Within one week after the date of the meetings, or, if the meetings are not held on the same date, after the date of the later meeting, the liquidator shall send to the registrar of companies a copy of the account, and shall make a return to him of the holding of the meetings and of their dates, and if the copy is not sent or the return is not made in accordance with this subsection the liquidator shall be liable to a fine not exceeding five pounds for every day during which the default continues: Provided that, if a quorum is not present at either such meeting, the liquidator shall, in lieu of the return hereinbefore mentioned, make a return that the meeting was duly summoned and that no quorum was present thereat and upon such a return being made the provisions of this subsection as to the making of the return shall, in respect of that meeting, be deemed to have been complied with. (4) The registrar on receiving the account and, in respect of each such meeting, either of the returns hereinbefore mentioned, shall forthwith register them, and on the expiration of three months from the registration thereof the company shall be deemed to be dissolved: Provided that the court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit. (5) It shall be the duty of the person on whose application an order of the court under this section is made, within seven days after the making of the order, to deliver to the registrar an office copy of the order for registration, and if that person fails so to do he shall be liable to a fine not exceeding five pounds for every day during which the default continues. (6) If the liquidator fails to call a general meeting of the company or a meeting of the creditors as required by this section, he shall be liable to a fine not exceeding fifty pounds.

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301 Provisions applicable to every voluntary winding up.

The provisions contained in the nine sections of this Act next following shall apply to every voluntary winding up whether a members' or a creditors' winding up.

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302 Distribution of property of company.

Subject to the provisions of this Act as to preferential payments, the property of a company shall, on its winding up, be applied in satisfaction of its liabilities pari passu, and, subject to such application, shall, unless the articles otherwise provide, be distributed among the members according to their rights and interests in the company.

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303 Powers and duties of liquidator in voluntary winding up.

(1) The liquidator may— (a) in the case of a members' voluntary winding up, with the sanction of an extraordinary resolution of the company, and, in the case of a creditors' voluntary winding up, with the sanction of the court or the committee of inspection or (if there is no such committee) a meeting of the creditors, exercise any of the powers given by paragraphs (d), (e) and (f) of sub section (i) of section two hundred and forty-five of this Act to a liquidator in a winding up by the court; (b) without sanction, exercise any of the other powers by this Act given to the liquidator in a winding up by the court; (c) exercise the power of the court under this Act of settling a list of contributories, and the list of contributories shall be prima facie evidence of the liability of the persons named therein to be contributories: (d) exercise the power of the court of making calls; (e) summon general meetings of the company for the purpose of obtaining the sanction of the company by special or extraordinary resolution or for any other purpose he may think fit. (2) The liquidator shall pay the debts of the company and shall adjust the rights of the contributories among themselves. (3) When several liquidators are appointed, any power given by this Act may be exercised by such one or more of them as may be determined at the time of their appointment, or, in default of such determination, by any number not less than two.

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304 Power of court to appoint and remove liquidator in voluntary winding up.

(1) If from any cause whatever there is no liquidator acting, the court may appoint a liquidator. (2) The court may, on cause shown, remove a liquidator and appoint another liquidator.

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305 Notice by liquidator of his appointment.

(1) The liquidator shall, within fourteen days after his appointment, publish in the Gazette and deliver to the registrar of companies for registration a notice of his appointment in the form prescribed by statutory instrument made by the Board of Trade. (2) If the liquidator fails to comply with the requirements of this section he shall be liable to a fine not exceeding five pounds for every day during which the default continues.

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306 Arrangement when binding on creditors.

(1) Any arrangement entered into between a company about to be, or in the course of being, wound up and its creditors shall, subject to the right of appeal under this section, be binding on the company if sanctioned by an extraordinary resolution and on the creditors if acceded to by three fourths in number and value of the creditors. (2) Any creditor or contributory may, within three weeks from the completion of the arrangement, appeal to the court against it, and the court may thereupon, as it thinks just, amend, vary or confirm the arrangement

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307 Power to apply to court to have questions determined or powers exercised.

(1) The liquidator or any contributory or creditor may apply to the court to determine any question arising in the winding up of a company, or to exercise, as respects the enforcing of calls or any other matter, all or any of the powers which the -court might exercise if the company were being wound up by the court. (2) The court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as it thinks fit or may make such other order on the application as it thinks just. (3) A copy of an order made by virtue of this section staying the proceedings in the winding up shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the registrar of companies, who shall make a minute of the order in his books relating to the company.

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308 Power of court in Scotland to stay proceedings against company.

(1) If the court, on the application of the liquidator in the winding up of a company registered in Scotland, so directs, no action or proceeding shall be proceeded with or commenced against the company except by leave of the court and subject to such terms as the court may impose. (2) Nothing in this section shall be taken to affect the practice or powers of the court as existing immediately before the first day of November, nineteen hundred and twenty-nine, with respect to the staying of proceedings against a company registered in England and in course of being wound up.

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309 Costs of voluntary winding up.

All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, shall be payable out of the assets of the company in priority to all other claims.

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310 Saving for rights of creditors and contributories.

The winding up of a company shall not bar the right of any creditor or contributory to have it wound up by the court, but in the case of an application by a contributory the court must be satisfied that the rights of the contributories will be prejudiced by a voluntary winding up.

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311 Power to order winding up subject to supervision.

When a company has passed a resolution for voluntary winding up, the court may make an order that the voluntary winding up shall continue but subject to such supervision of the court, and with such liberty for creditors, contributories, or others to apply to the court, and generally on such terms and conditions, as the court thinks just.

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312 Effect of petition for winding up subject to supervision.

A petition for the continuance of a voluntary winding up subject to the supervision of the court shall, for the purpose of giving jurisdiction to the court over actions, be deemed to be a petition for winding up by the court.

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313 Application of ss.227 and 228 to winding up subject to supervision.

A winding up subject to the supervision of the court shall, for the purposes of sections two hundred and twenty-seven and two hundred and twenty-eight of this Act be deemed to be a winding up by the court.

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314 Power of court to appoint or remove liquidators.

(1) Where an order is made for a winding up subject to supervision, the court may by that or any subsequent order appoint an additional liquidator. (2) A liquidator appointed by the court under this section shall have the same powers, be subject to the same obligations, and in all respects stand in the same position, as if he had been duly appointed in accordance with the provisions of this Act with respect to the appointment of liquidators in a voluntary winding up. (3) The court may remove any liquidator so appointed by the court or any liquidator continued under the supervision order and fill any vacancy occasioned by the removal, or by death or resignation.

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315 Effect of supervision order.

(1) Where an order is made for a winding up subject to supervision, the liquidator may, subject to any restrictions imposed by the court, exercise all his powers, without the sanction or intervention of the court, in, the same manner as if the company were being wound up altogether voluntarily: Provided that the powers specified in paragraphs (d), (e) and (f) of subsection (1) of section two hundred and forty-five of this Act shall not be exercised by the liquidator except with the sanction of the court or, in a case where before the order the winding up was a creditors' voluntary winding up, with the sanction of the court or the committee of inspection, or (if there is no such committee) a meeting of the creditors. (2) A winding up subject to the supervision of the court is not a winding up by the court for the purpose of the provisions of this Act specified in the Eleventh Schedule to this Act, but, subject as aforesaid, an order for a winding up subject to supervision shall for all purposes be deemed to be an order for winding up by the court: Provided that where the order for winding up subject to supervision was made in relation to a creditors' voluntary winding up in which a committee of inspection had been appointed, the order shall be deemed to be an order for winding up by the court for the purpose of section two hundred and fifty-three (except subsection (1) thereof) and section two hundred and fifty-five of this Act except in so far as the operation of those sections is excluded in a voluntary winding up by general rules.

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316 Debts of all descriptions may be proved.

In every winding up (subject, in the case of insolvent companies, to the application in accordance with the provisions of this Act of the law of bankruptcy) all debts payable on a contingency, and all claims against the company, present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company, a just estimate being made, so far as possible, of the value of such debts or- claims as may be subject to any contingency or sound only in damages, or for some other reason do not bear a certain value.

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317 Application of bankruptcy rules in winding up of insolvent English companies.

In the winding up of an insolvent company registered in England the same rules shall prevail and be observed with regard to the respective rights of secured and unsecured creditors and to debts provable and to the valuation of annuities and future and contingent liabilities as are in force for the time being under the law of bankruptcy in England with respect to the estates of persons adjudged bankrupt, and all persons who in any such case would be entitled to prove for and receive dividends out of the assets of the company may come in under the winding up and make such claims against the company as they respectively are entitled to by virtue of this section.

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318 Ranking of claims in Scotland.

In the winding up of a company registered in Scotland, the following provisions of the Bankruptcy (Scotland) Act, 1913, that is to say,— (a) the provisions of sections forty-five to sixty-two regarding voting and ranking for payment of dividends; (b) sections ninety-six and one hundred and five, which respectively relate to the reckoning of majorities and to the interruption of prescription; shall so far as is consistent with this Act apply in like manner as they apply in the sequestration of a bankrupt's estate, with the substitution of references to winding up for references to sequestration, of references to the court for references to the sheriff, of references to the liquidator for references to the trustee, and of references to the company for references to the bankrupt, and with any other necessary modifications.

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319 Preferential payments.

(1) In a winding up there shall be paid in priority to all other debts— (a) the following rates and taxes,— (i) all local rates due from the company at the relevant date, and having become due and payable within twelve months next before that date; (ii) all land tax, income tax, profits tax, excess profits tax or other assessed taxes assessed on the company up to the fifth day of April next before that date, and not exceeding in the whole one year's assessment; (iii) the amount of any purchase tax due from the company at the relevant date, and having become due within twelve months next before that date; (b) all wages or salary (whether or not earned wholly or in part by way of commission) of any clerk or servant in respect of services rendered to the company during four months next before the relevant date and all wages (whether payable for time or for piece work) of any workman or labourer in respect of services so rendered; (c) any sum ordered under the Reinstatement in Civil Employment Act, 1944, to be paid by way of compensation where the default by reason of which the order for compensation was made occurred before the relevant date, whether or not the order was made before that date; (d) all accrued holiday remuneration becoming payable to any clerk, servant, workman or labourer (or in the case of his death to any other person in his right) on the termination of his employment before or by the effect of the winding-up order or resolution; (e) unless the company is being wound up voluntarily merely for the purposes of reconstruction or of amalgamation with another company, all amounts due in respect of contributions payable during, the twelve months next before the relevant date by the company as the employer of any. persons under the Unemployment Insurance Act, 1935, the National Health Insurance Act, 1936, the Widows', Orphans' and Old Age Contributory Pensions Act, 1936, the National Insurance (Industrial Injuries) Act, 1946, or the National Insurance Act, 1946; (f) unless the company is being wound up voluntarily merely for the purposes of reconstruction or of amalgamation with another company, or unless the company has, at the commencement of the winding up, under such a contract with insurers as is mentioned in section seven of the Workmen's Compensation Act, 1925, rights capable of being transferred to and vested in the workman, all amounts due in respect of any compensation or liability for compensation under the said Act, being amounts which have accrued before the relevant date in satisfaction of a right which arises or has arisen in respect of employment before the fifth day of July, nineteen hundred and forty-eight (that is to say; the day appointed for the purposes of the National Insurance (Industrial Injuries) Act 1946); (g) the amount of any debt which, by virtue of subsection (5) of section three of the Workmen's Compensation (Coal Mines) Act, 1934, is due from the company to an insurer in respect of a liability in respect of the satisfaction of a right falling within the last foregoing paragraph. (2) Notwithstanding anything in paragraphs (b) and (c) of the foregoing subsection, the sum to which priority is to be given under those paragraphs respectively shall not, in the case of any one claimant, exceed two hundred pounds: Provided that where a claimant Under the said paragraph (b) is a labourer in husbandry who has entered into a contract for the payment of a portion of his wages in a lump sum at the end of the year of hiring, he shall have priority in respect of the whole of such sum, or a part thereof, as the court may decide to be due under the contract, proportionate to the time of service up to the relevant date. (3) Where any compensation under the Workmen's Compensation Act, 1925, is a weekly payment, the amount due in respect thereof shall, for the purposes of paragraph (f) of subsection (1) of this section, be taken to be the amount of the lump sum for which the weekly payment could, if redeemable, be redeemed if the employer made an application for that purpose under the said Act. (4) Where any payment has been made— (a) to any clerk, servant, workman or labourer in the employment of a company, on account of wages or salary; or (b) to any such clerk, servant, workman or labourer or, in the case of his death, to any other person in his right, on account of accrued holiday remuneration; out of money advanced by some person for that purpose, the person by whom the money was advanced shall in a winding up have a right of priority in respect of the money so advanced and paid up to the amount by which the sum in respect of which the clerk, servant, workman or labourer, or other person in his right, would have been entitled to priority in the winding up has been diminished by reason of the payment having been made. (5) The foregoing debts shall— (a) rank equally among themselves and be paid in full, unless the assets are insufficient to meet them, in which case they shall abate in equal proportions; and (b) in the case of a company registered in England, so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over the claims of holders of debentures under any floating charge created by the company, and be paid accordingly out of any property comprised in or subject to that charge. (6) Subject to the retention of such sums as may be necessary for the costs and expenses of the winding up, the foregoing debts shall be discharged forthwith so far as the assets are sufficient to meet them, and in the case of the debts to which priority is given by paragraph (e) of subsection (1) of this section formal proof thereof shall not be required except in so far as is otherwise provided by general rules. (7) In the event of a landlord or other person distraining or having distrained on any goods or effects of the company within three months next before the date of a winding up order, the debts to which priority is given by this section shall be a first charge on the goods or effects so distrained on, or the proceeds of the sale thereof: Provided that, in respect of any money paid under any such charge, the landlord or other person shall have the same rights of priority as the person to whom the payment is made. (8) For the purposes of this section— (a) any remuneration in respect of a period of holiday or of absence from work through sickness or other good cause shall be deemed to be wages in respect of services rendered to the company during that period; (b) the expression “accrued holiday remuneration ” includes, in relation to any person, all sums which, by virtue either of his contract of employment or of any enactment (including any order made or direction given under any Act), are payable on account of the remuneration which would, in the ordinary course, have become payable to him in respect of a period of holiday had his employment with the company continued until he became entitled to be allowed the holiday; (c) references to remuneration in respect of a period of holiday include any sums which, if they had been paid, would have been treated for the purposes of the National Insurance Act, 1946, or any enactment repealed by that Act as remuneration in respect of that period; and (d) the expression “the relevant date ” means— (i) in the case of a company ordered to be wound up compulsorily, the date of the appointment (or first appointment) of a provisional liquidator, or, if no such appointment was made, the date of the winding-up order, unless in either case the company had commenced to be wound up voluntarily before that date; and (ii) in any case where the foregoing sub-paragraph does not apply, means the date of the passing of the resolution for the winding up of the company. (9) This section shall not apply in the case of a winding up where the relevant date as defined in subsection (7) of section two hundred and sixty-four of the Companies Act, 1929, as originally enacted, occurred before the commencement of this Act, and in such a case the provisions relating to preferential payments which would have applied if this Act had not passed shall be deemed to remain in full force.

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