258 SECRETARIAL PRACTICE
the list of offences includes such matters as the following: —

Failure to disclose to the liquidator any property of the
company.

Failure to deliver up to the liquidator property books or
papers.

Concealment or fraudulent removal of any property of the
value of £10 or upwards.

Making any material omission in any statement of affairs.

Concealment or falsification in any book or paper.

Making false entries in any book or paper.

Obtaining property on credit by fraud within twelve
months before commencement of winding up.

Making any transfer of property with intent to defraud
creditors.

Distribution
of Assets.

Omitting to keep proper books of account throughout the
period of two years immediately preceding commencement of
the winding up.

Carrying on any business of the company with intent to
defraud creditors or for any fraudulent purpose.

Only directors of the company, as defined by s. 275 (5), can be
convicted of the last-mentioned offence. If it appears that
any business of the company has been carried on fraudulently
within the section, the Court may declare that any of the
directors past or present, who were knowingly parties to the
fraud shall be personally responsible, without any limitation
of liability for all or any of the debts or other liabilities of the
company as the Court may direct.

The duty of the liquidator in distributing the assets may
now be considered. Where the assets are insufficient to pay
in full the liabilities of the company and the costs of the
liquidation, the liquidator must be careful to observe the
legal priorities. The first payments to be made are pay-
ments of the expenses of the liquidation, for s. 254 of the
Act enacts that ‘all costs, charges, and expenses properly
incurred in the winding up, including the remuneration of the
liquidator, shall be payable out of the assets of the company
in priority to all other claims.” The expenses will, of course,
include legal expenses properly incurred. Whether or not a
solicitor’s bill should be taxed is, in a voluntary winding up,
a matter for the liquidator to consider; if he requires it to
be taxed he must apply to the Court, as usual, under s. 252.
In a compulsory winding up the matter must be referred to
the Registrar, pursuant to Rule 192 of the Winding-up Rules.
It will be noticed that the liquidator’s own remuneration is