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