WINDING UP

26g

articles if they specify the quorum. If they do not contain
any provision as to quorum, and in any event at a creditors’
meeting, the quorum will be two; if the liquidator fails to send
the copy of the account or make the requisite return, he is liable
to a penalty of £5 per day during default. The company is
deemed to be dissolved at the expiration of three months from
the registration of the return. The dissolution may, however,
be deferred by order of the Court for any length of time, on the
application of the liquidator or any person appearing to the
Court to be interested [ss. 236, 245]; or it may, on a similar
application within. two years from dissolution, be set aside
[s. 204]. Any order deferring the dissolution or declaring it
void must be filed with the Registrar within seven days after
it is made, but in the case of an order declaring the dissolution
void the Court may extend the time for filing the order.

Until dissolution the company continues to exist, and the
result of this is that proceedings may still be taken, or claims
made against the company; or assets may be discovered
which it would be the duty of the liquidator to distribute.
Should a liability be discovered, which the creditor was not
by his own default precluded from pursuing, an order might
be obtained from the Court that a call be made to meet it.
And the existence of the company is revived, with similar
results, if the dissolution is set aside.

A company may also be dissolved if it is struck off the
register under s. 295, and notice of this being done is published
in the Gazette. The Registrar may act under this section,
even though there is no winding up. If there is no winding
up, he may act if he has reasonable cause to believe that the
company is not carrying on business or in operation. If it is
being wound up, he may act if he has reasonable cause to
believe that no liquidator is acting or that the liquidation is
complete, and if the returns required to be made by the
liquidator have not been made for six consecutive months.
Before actually striking the company off the register he must
give notices and issue advertisements in the Gazette as provided
by the section. If a company is struck off the register under
this section, and the company or any member or creditor feels
aggrieved by its being struck off, the Court may, on the appli-
cation of the company or such member or creditor made within
twenty years of the publication in the Gazette of the notice
that the company had been struck off the register, order the
company to be restored to the register; and on an office copy
of the order being filed with the Registrar, the company will
be deemed to have continued in existence as if it had never
been struck off.