254 SECRETARIAL PRACTICE

Set-off,

the beneficial holders of shares in the company, and the second
part containing contributories other than in their own right,
e.g. as executors or administrators of deceased shareholders,
or as trustees of bankrupt shareholders. The ‘B’ list, if
any, will similarly be in two parts.

After making out the lists, the liquidator will fix a day for
settling them, giving notice to each person whose name has
been inserted therein of the time and place and of the par-
ticulars in the list referring to such person, and stating that
if no sufficient cause is shown to the contrary, the list will
be settled to include him therein. At the time fixed the
liquidator will hear objections and either decide them on the
spot or hold them over for further consideration. As regards
objections, legal advice is commonly indispensable. The
liquidator may either, after due consideration of the case,
place the name of the objector on the list as settled, and leave
him to apply to the Court under s. 252 as a contributory
for rectification of the list or of the register, or he may him-
self apply to the court for a declaration of liability. The
usual course is for the liquidator to settle the name on the
list and leave the contributory to his remedy. Having
settled the lists, the liquidator will proceed to make such
calls as may be necessary.

Here may conveniently be noticed the power which the
liquidator has of enforcing the payment by contributories of
sums due from them before the winding up, whether in respect
of calls or other matters. By the combined effect of s. 205
and s. 252 of the Act, he may apply to the Court for an order
upon contributories to pay any such sums due from them.
Orders of this kind are called balance orders. Balance orders
may be enforced by writ of execution by virtue of s. 373 of
the Act. A balance order is, however, not a judgment, and
accordingly does not extinguish the right of action for calls.
Nor can an action be brought upon the order, as upon a
judgment, nor a bankruptcy notice be issued in respect of it.
In practice, orders are sometimes made for payment, not
only of calls made before the winding up, but also of calls
made during the winding up.

The doctrine of set-off in winding up must be briefly dealt
with at this point. A set-off is a placing a debt against a
credit, and striking a balance, the payment of which balance
will settle both transactions. It is an ordinary reasonable
business transaction to simplify the adjustment of mutual
accounts. Thus, if A owes B £15, and B owes A £10, obviously
both debts can be adjusted by A paying B £5. So. in the