WINDING UP

2313

the Official Receiver will never be liquidator in a voluntary
winding up, and ss. 216 and 217 because the Official
Receiver does not report to the Court in a voluntary
winding up.

The practice rules as to voluntary winding up are to be Practice.
found in the Companies (Winding-up) Rules, 1929, but a
detailed examination of these rules is beyond the scope of
this work, and a liquidator would always be well advised to
consult a solicitor before making any application to the
Court. Certain of the rules, however, affect liquidators in
matters other than applications to the Court, and such rules
are dealt with hereafter. Rule 1 in effect provides that the
Rules are to be applicable to every form of winding up, unless,
from their nature or subject matter, or by the headlines above
the group in which they are contained, or by their terms, they
are or are made applicable only to a particular form or parti-
cular forms of winding up. There is thus no serious difficulty
in discovering what rules are and what are not appropriate.
The more important rules affecting a liquidator in a voluntary
fiquidation are set out in Appendix K.

Before considering further any of the sections of the Act
which are of general application, it will be convenient to refer
to the sections which are applicable only in a voluntary
winding up. The first point to be observed is that the com-
mencement of a voluntary winding up is the time of the passing
of the resolution for winding up [s. 227]. This date is of
great importance, e.g. as to the liability of past members
s. 157], as to matters of fraudulent preference {s. 265!, and
as to the validity of floating charges [s. 266]. On the com-
mencement of the winding up the company must cease to
trade, except for the purpose of beneficial winding up [s. 228],
and no transfer or other alteration in the status of a member
can thereafter be made without the sanction of the liquidator
's. 229]. None the less—and it is important to remember
this point—the corporate existence of the company and its
corporate powers continue until its dissolution, notwith-
standing anything in its Articles [s. 228]. A resolution for
voluntary winding up may in some cases operate as a
dismissal of the company’s servants, but whether or not
it has this effect depends on the fact™ “= eorh = lar
case [Reigate v. Union Manufactur
592; and see Midland Counties 2
r Ch. 357].

The resolution for voluntary winding up must be advertised Advertise-
in the London Gazette within seven days after the passing ment.
thereof, and in the event of default in doing so. the companv

Commence-
ment and
Effect of
Voluntary
Winding-up.