Dissolution.

268

SECRETARIAL PRACTICE
resolution how the books and papers of the company and of
the liquidator are to be disposed of.

At the meeting or meetings, the liquidator will lay his
account before the shareholders or the shareholders and the
creditors as the case may be, and should have ready for
inspection, if required, the books and other documents from
which it is compiled. His record book, or diary, should also
be before him for reference if necessary. He will, in general,
explain in such detail as he considers necessary, the steps
which have been taken in the liquidation, drawing attention to
any matters of more than ordinary importance, and will
answer such questions or give such explanations as the share-
holders or creditors may ask or require. It is not necessary for
the meeting to pass any resolution adopting the liquidator’s
account, although this is sometimes done, but the question of
the disposal of the books must be dealt with by resolution.
Frequently it is resolved to destroy the books, but, seeing that
the dissolution of the company does not take place for three
months from the registration of the liquidator’s return as to
the holding of the meeting, it is obviously inadvisable, and
even improper, to authorise the immediate destruction of the
books. Indeed, in view of s. 294, they should be preserved for
two years. Where destruction is resolved upon, the resolution
should authorise the liquidator to retain the books until
two years from the dissolution of the company and then to
destroy them. Ifit is inadvisable for any reason to destroy the
books, the liquidator, or any one else, may be required to keep
them for a stated period. Or, if the business of the company
has been sold as a going concern, the meeting may resolve that
the trading books of the company be handed over to the pur-
chaser, and the remainder destroyed or retained for a time.
It lies with the meeting entirely to determine the fate of the
books and papers of the company and the liquidator, but
in most cases it will be guided by the liquidator in deciding
apon the desirability or otherwise of retaining them. There
is no responsibility on any one for the custody of the books
after five years from dissolution [s. 283].

Within one week after the meeting or meetings, or if the
meetings of members and creditors respectively are held on
different dates, within one week after the later of such meetings,
the liquidator must send to the Registrar a copy of the account
laid before the meeting and make a return to the Registrar of the
holding of the meeting and of the date on which it was held or, if
a quorum was not present at either meeting, a return that such
meeting was duly summoned and that no quorum was present.
The quorum at a shareholders’ meeting will depend on the