Secretarial practice

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Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XX. Winding up

Collection:: Economics Books

WINDING UP 239 that the rights of the contributories will be prejudiced by ¢ voluntary winding up. It is not easy to define accurately the status of the liquida- Position of tor. It is to be gathered from the following statutory pro- & Liguidator. visions, some of which have already been mentioned: — That liquidators are appointed for the purpose of winding up the affairs of the company and distributing its property [ss. 232 (1), 239]; that they shall pay the debts of the company and adjust the rights of the contributories amongst themselves 's. 247]; that upon their appointment all the powers of the directors cease, except so far as the continuance thereof may be sanctioned in accordance with s. 232 (2) or s. 241 (2); and that until the winding up is complete the corporate state and all the corporate powers of the company continue [s. 228]. The company then continues to exist, but the directors subject to the exceptions mentioned) cannot act, whilst the liquidator has the duty of winding up the company’s affairs. The liquidator steps into the shoes of the directors, not for carrying the company’s business on, but for winding it up, although he may carry it on so far as is necessary for the beneficial winding up [s. 227]; and his status resembles in many ways the former position of the board. Now, directors, as is well known, have a dual capacity—they are both agents and trustees. The liquidator is in a certain sense a trustee. He may be said to hold the assets of the company in trust for the creditors and then for the shareholders. But his primary duty being to realise and distribute, he is, perhaps, rather the company’s agent for certain specified purposes [Knowles v. Scott (1891), 1 Ch. 717]. A contract for example, made by him for the purpose of realising some of the company’s assets is made by the company through him, the common form of the statement of parties being: ‘Between the——Company, Limited, by J—— S——, of——, &c., the liquidator thereof, of the one part, and A—— B——, of——, &c., of the other part.’ It may, further, be observed that the voluntary liquidator, being appointed by the shareholders, is not an officer of the Court, although he has certain duties imposed on him by statute, and if he neglects those duties the parties injured, whether creditors or contributories, may be able, if the winding up is still in progress to compel the liquidator to make good to the assets of the company the damage he has done, by a misfeasance summons under s. 276 [Windsor Steam Coal Co. (1929), 1 Ch. 151; Home & Colonial Insurance Co. (1930), 1 Ch. 102], or if the company has been dissolved to make him personally liable in an action for damages [see Pulsford v. Devenish (1903), 2 Ch. 6257

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