212 SECRETARIAL PRACTICE
Bird's Patent (1874), 9 Ch. App. 358], though possibly the
sale may be made to an individual as agent for a proposed
company [Hester and Co. (1875), 44 L.J., Ch. 747]. It was
long ago held ‘that the consideration for the sale may be
partly paid shares in the purchasing company.

Procedure The general procedure in this kind of reconstruction is

under s. 234. shortly as follows: The agreement for sale to the new com-
pany, which will embody the particulars of the proposed
scheme, must first be prepared. If the circumstances of the
case permit, a meeting of directors will then be held and a
statutory declaration of solvency made and filed under
s. 230 of the Act before the notices of the general meeting of
the company are sent out. Then a meeting of the old com-
pany will be convened for the purpose of passing a special
resolution for winding up and appointing a liquidator, and
a special resolution authorising the liquidator to enter into
the proposed agreement. The meeting is held and the special
resolutions passed, after which notice of the winding-up
resolution must be inserted in the Gazette, and a printed copy
of the special resolutions forwarded, as usual, to the Registrar.
Prior to the new Act it was in every case of voluntary liquida-
tion the duty of the liquidator, within seven days from his
appointment to summon a meeting of creditors. This
provision was oppressive where there was no insolvency and
the voluntary winding up had been entered upon solely for
the purposes of reconstruction, and now if a declaration of
solvency has been made and filed as above indicated and the
winding up is therefore a members’ voluntary winding up
[s. 230] no creditors meeting will be necessary. In that event
the new company will then be registered and the sale agree-
ment duly entered into, after which, in due course, the shares
in the new company will be distributed amongst the share-
holders of the old company. The winding up of the old
company will be completed, and the final meeting held, after
which the return of the meeting having been held will be
made to the Registrar, three months after which the company
will be automatically dissolved. S. 234 will mainly be used
in the case of a members’ voluntary winding up. If, however,
the liquidation is a creditors’ voluntary winding up, the
creditors’ meeting must be held in accordance with s. 238
and in any event [s. 243] the liquidator will be unable to act
on the resolution under s. 234 authorising the agreement for
sale without the sanction of the Court or the committee of
inspection if one has been appointed under s. 240. If the
requisite sanction is obtained, the subsequent proceedings
will be similar to those in a members’ voluntary winding up