234

SECRETARIAL PRACTICE
and every officer of the company in default (including the
liquidator) will be liable to a penalty [s. 226].
Members’ In a members’ voluntary winding up the liquidator will be
Voluntary appointed by the company in general meeting [s. 232 (1)].
Winding UP. The appointment will usually be made at the meeting which
resolves on the winding up. The appointment need not be
made by special resolution, and the notice need not name the
liquidator, though it must give notice of the intention to
appoint a liquidator. Although more than one liquidator
may be appointed in the case of a members’ voluntary winding
up, this seems unnecessary, as a rule involves extra expense
and may lead to difficulties if one liquidator dies [see s.
248 (3)]. Accordingly the usual course in a members’
voluntary liquidation will probably be to appoint a soleliquida-
tor. As will be seen hereafter in a creditors’ voluntary
liquidation only one liquidator can be appointed except by
the Court. On the appointment of a liquidator the powers
of the directors cease except so far as the exercise thereof is
sanctioned by the company in general meeting or the liquida-
tor [s. 232 (2)]. It is sometimes convenient to give this
sanction, e.g. when it is desired to make a call. Any vacancy
in the office of liquidator will, subject to any arrangement
with creditors, be filled by the company in general meeting at
a meeting convened by any contributory or by the continuing
liquidator if such there be [s. 233]. No creditors’ meeting
will be called in a members’ voluntary liquidation.
Creditors’ In a creditors’ voluntary winding up, ¢.e. if no declaration of
Voluntary solvency has been made and lodged with the Registrar
Winding Up. pursuant to s. 230 the company must summon a meeting of
creditors to be held at the place most convenient to the
majority of the creditors [see R. 129 of the Companies (Wind-
ing-up) Rules, 1929], on the same day as, or on the day after
the day on which the meeting of the company to pass the
resolution for winding up is to be held [s. 238]. The pro-
visions of this section may be summarised as follows: —
(1) The notices to the creditors must be posted simultane-
ously with the notices to the members. General and
special forms of proxy must be sent with the notices [R.
146 of the Companies (Winding-up) Rules, 1929].
The notice of the creditors’ meeting should be sent to
the last known address of each creditor and must be
advertised once in the Gazette, and at least once in two
local newspapers circulating in the district where either
the registered office or the principal place of business
is situate. The Act does not state when the advertise-
ments must be inserted. but having regard to R. 127 of

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