232

SECRETARIAL PRACTICE
company will be able to pay its debts in full within a period,
not exceeding twelve months, from the commencement of
the winding up (¢.e. the passing of the resolution), and (2)
the above-mentioned declaration is delivered to the Registrar
for registration [s. 230]. A declaration under this section
should be in Form No. 39 (b) of the forms scheduled to the
Companies (Forms) Order, 1929. If no such declaration
is made and delivered to the Registrar for registration before
the notices are sent out, the winding up is a creditors’ voluntary
winding up, even though the company may in fact be solvent.
In either event the requisite resolution must be passed.
The requisites for an extraordinary and special resolution
are contained in s. 117, and have already been considered
in Chapter XIV. Having regard to the distinction made in
the new Act between a members’ voluntary winding up and
a creditors’ voluntary winding-up (s. 230), it will no longer
be safe to rely on a certified copy of a resolution effecting
the appointment, and a statutory declaration by the liquidator
that he has been duly appointed in the case of a members’
voluntary winding up pursuant to s. 232 of the Act and in
the case of a creditors’ voluntary winding up, pursuant to
239 of the Act should be required. :
The secretary of a company is more likely to be appointed
liquidator in a members’ voluntary winding up than in a
creditors’ voluntary winding up; but it is proposed to deal
with the provisions applicable to both classes of voluntary
winding up. Before doing so, however, it should be observed
that under s. 156 the provisions of the Act with respect to
winding up apply, unless the contrary appears, alike to
winding up by the Court, winding up under supervision and
voluntary winding up. In addition, therefore, to the pro-
visions expressly made applicable to voluntary winding up
the following portions of Part V of the Act apply :—ss. I 57-162
(which dealt with contributories and their liability) and such
of the sections contained in the group headed ‘Provisions
applicable to every mode of winding up,” “which includes
ss. 261 to 305, as are not expressly made applicable exclusively
to either or both of the other kinds of winding up. Moreover,
under s. 252 the liquidator may apply to the Court to exercise,
as respects the enforcing of calls, or any other matter, all or
any of the powers which the Court might exercise if the
company were being wound up by the Court. This section in
effect makes applicable in a voluntary winding up the group
of sections headed ‘ General Powers of Court in case of
winding up by the Court,” which comprises ss. 202 to 22I.
Ss. 200. 216 and 217, however, will not apply, s. 209 because