The liquidator The ducted in the manner directed by the Court. is usually intrusted with the calling of the meeting. creditors can vote by proxy at the meeting, and the Court is not bound to follow the general practice of producing proxies at meetings when the result of so doing would be to defeat the scheme, and may act on a foreign telegram as evidence of proxy voting abroad.1 When there is only one liquidation, every creditor, wherever residing, is entitled to be heard; but when there are several liquidations in different countries, only the creditors in each country are entitled to a hearing in such country.2 Where the Company has issued debenture bonds payable to bearer, or which pass by delivery, the holders thereof in voting must produce the bonds. It is not necessary that a majority in number and threefourths in value of the creditors or class of creditors shall be present in person or by proxy at the meeting directed to be called and shall agree to the arrangement, but merely that a majority in number and three-fourths in value of those who may be present, either in person or by proxy at such meeting, shall so agree.3 Proxy Forms.-These should be duly stamped.4 Proceedings reported to Court.-The result of the meeting is reported to the Court, and the arrangement come to is either approved of or not. When the arrangement is a fair one, and is likely to be beneficial to all parties, the Court will not be astute to find technical defects in the proceedings, but it is doubtful whether any alteration can be made upon the scheme by the Court without the assent of a further meeting of creditors.5 Sometimes the liquidator, who is instructed to report the proceedings, is authorised to accept any modification 1 In re English, Scottish, and Australian Chartered Bank, 1893, 3 Ch. 385. 2 In re Queensland National Bank, 1893, W. N. 128. 3 California Redwood Co. and Liquidators, 1885, 13 R. 335. 4 See p. 108. 5 Dynevor, etc. Collieries Co., 11 Ch. D. 605. of the scheme the Court may desire; but, notwithstanding this authority, no material alteration will be made on the scheme by the Court without a further meeting of creditors. Reconstruction without Winding up.-Power is frequently now inserted in a Company's Memorandum of Association to sell, dispose of, or transfer the business, property, and undertaking of the Company, or any branch or part thereof, in consideration of payment in cash, or in shares, or stock, or in debentures, or other securities of any other Company, or partly in each of such modes of payment, or for such other consideration as may be deemed proper, and to distribute the price, howsoever paid or satisfied, among the members in or towards satisfaction of their interest in the assets of the Company. The taking of such a power is competent, and hence under it a reconstruction can be carried through without a winding up.1 1 1 Cotton v. Imperial and Foreign Agency Corporation, 1892, 3 Ch. 454; New Zealand Gold Extraction Co. v. Peacock, 1894, 1 Q. B. 622. APPENDIX I. MEMORANDA ISSUED BY REGISTRAR OF JOINT 1. All returns and letters relating to the registration of Joint Stock Companies should be addressed to "The Registrar of Joint Stock Companies, Exchequer Chambers, Edinburgh." 2. For information relative to the constitution and incorporation of companies, see Part I. of the Companies Act, 1862, and the forms in the second schedule to that Act. 3. When a company is being promoted it is desirable that the proposed name should be sent to the Registrar for approval two or three days before the papers are to be lodged for registration. 4. When special Articles of Association are to be registered they must be printed (Act 1862, §§ 14-16). 5. When special articles are not registered, a docquet should be put on the Memorandum, stating that it is registered without Articles of Association. 6. In the case of every new company it is requested that two copies of the printed Memorandum and Articles of Association may be sent to the Registrar at an early date after registration. 7. The Memorandum and Articles of Association must each bear a deed stamp at 10s. (§§ 11 and 16, Act 1862). 8. Under the provisions of the Public Offices Fees Act, the Lords of Her Majesty's Treasury require all fees payable in that office, or to the officers thereof, to be collected by means of stamps. 9. For the amount of Registration Fees, see Tables on following pages. 10. The ad valorem Stamp-Duty of 5s. per cent. on the nominal share capital of any company to be registered with limited liability, or on the amount of any increase of registered capital of any company now registered, or to be registered, with limited liability (62 and 63 Vict., c. 9, § 7), is in addition to the fees and deed stamps, and must be impressed on a form of Statement of Capital provided for the purpose, which may be obtained from the Registrar. This duty is payable on the whole nominal amount of the share capital whether raised before or after the registration. 11. Every company registered under the Companies Acts must, before carrying on business, file with the Registrar a notice of the situation of its registered office. and subsequently of any change therein (Act 1862, §§ 39-40). 12. Every company having a capital divided into shares or stock must file annually with the Registrar a summary of its capital and list of its members, made up to the 14th day after the first ordinary general meeting in each year, completed within seven days after such 14th day, and forthwith forwarded to the Registrar (§§ 26, 27, 29). * 13. Every company formed under the Companies Acts must hold a general meeting within four months after its Memorandum of Association is registered (Act 1867, § 39). The first return of capital and members is to be made up to the 14th day after this meeting, and registered as in paragraph 12. *This provision does not apply to a company registered pursuant to § 23 of the Companies Act, 1867, and holding a licence from the Board of Trade to dispense with the word "Limited" as part of its name. |