Section XCV:
Consequences of voluntary wind-up.
The following consequences shall ensue upon the
voluntary winding-up of a Company; --
(1) The Property of the Company shall be applied in satisfaction of its liabilities, and, subject
thereto, shall, unless it be other wise provided by the Articles of Association, be distributed
amongst the shareholders in proportion to their share:
(2) Liquidators shall be appointed for the purpose of winding-up the affairs of the Company
and distributing the property :
(3) The Company in general meeting may appoint such person or persons as it thinks fit to be a
Liquidator or Liquidators, and may fix the remuneration be paid to them:
(4) If one person only is appointed, all the provisions herein contained in reference to several
Liquidators shall apply to him :
(5) When several Liquidators are appointed, every power hereby given may be exercised by
any two of them :
(6) The Liquidators may, at any time after the passing of the resolution for winding-up the
Company, and before they have ascertained the sufficiency of the assets of the Company, or the
debts and liabilities in respect of which the contributories are liable, call on all or any of the
contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy
the debts and liabilities of the Company and the costs of winding it up ; and they may, in making a
call, take into consideration the probability that some of the contributories upon whom the same is
made may partly or wholly fail to pay their respective portions of the same :
(7) The Liquidators shall have all powers hereinbefore vested in Official Liquidators, and may
exercise the same without the intervention of the Court :
(8) All books, papers, and documents in the hands of the Liquidators shall at all reasonable
times be open to the inspection of the shareholders :
(9) When the creditors are satisfied, the Liquidators shall proceed to adjust the rights of the
contributories amongst themselves ; and for the purposes of such adjustment they may make calls
on all the contributories to the extent of their liability for any sums they may deem necessary ; and
they may, in making a call, take into consideration the probability that some of the contributories
upon whom the same is made may partly or wholly fail to pay their respective portions of the
same :
(10) As soon as the affairs of the Company are fully wound-up, the Liquidators shall make up
an account showing the manner in which such winding-up has been conducted, and the property,
of the Company disposed of ; and such account, with the vouchers thereof, shall be laid before
such person or persons as may be appointed by the Company to inspect the same ; and upon such
inspection being concluded the Liquidators shall proceed to call a general meeting of the
shareholders for the purpose of considering such account ; but no such meeting shall be deemed to
be duly held unless two months previous notice, specifying the time, place, and object of such
meeting, has been published in the manner specified in Section XCIV of this Act :
(11) Such general meeting shall not enter upon any business except the consideration of the
account ; but the meeting may proceed to the consideration thereof, notwithstanding the quorum required by any regulation of the Company to be present at general meetings is not present thereat
; and if, on consideration, the meeting is of opinion that the affairs of the Company have been
fairly wound-up, they shall pass a resolution to that effect, and thereupon the Liquidators shall
publish a notice of such resolution in the manner specified in Section XCIV of this Act, and shall
also make a return to the Registrar of Joint-Stock Companies of such resolution ; and on the
expiration of one month from the date of the registration of such return, the Company shall be
deemed to be dissolved :
(12) If, within one year after the passing of a resolution for winding-up the affairs of the
Company, such affairs are not wound-up, the Liquidators shall immediately thereafter make up an
account showing the state of the affairs and the progress which has been made in winding-up down
to that date, and they shall add thereto a report stating the reason why the winding-up has not been
completed ; and a general meeting shall be called to consider the same, and so on from year to year
until the winding-up of the affairs of the Company is completed.
All costs, charges, and expenses
properly incurred in the voluntary winding-up of a Company, including the remuneration of the
Liquidators, shall be payable out of the assets of the Company in priority to all other claims.