His Powers.

240

SECRETARIAL PRACTICE
As regards the powers of ‘the liquidator in voluntary
winding up, it will be sufficient to enumerate them. They
are, in general, so inextricably involved with his duties that
comment on them may be reserved until his duties are more
fully dealt with. By s. 248 the liquidator has power, without
any sanction, to exercise all the powers given to a liquidator
in compulsory winding up, except (1) the power to pay any
class of creditors in full and (2) the power to make such
compromises and arrangements as are mentioned in
paragraphs (¢) and (f) of s. 191 (1). He may accordingly
under s. 189 take all the property of the company into his
custody; under s. 191 appoint a solicitor and bring or defend
any action in the name of the company; carry on the business
of the company, so far as may be necessary for its beneficial
winding up; sell the whole of its real and personal property;
execute deeds and other documents, and use the company’s
seal; prove as creditor in the bankruptcy of any contributory;
draw bills and raise money upon the security of the assets
of the company; take out letters of administration to any
deceased contributory; appoint an agent to do any business
which he is unable to do himself; do all such other things as
may be necessary for winding up the affairs of the company
and distributing its assets. Under s. 248 he may summon
general meetings, settle the list of contributories, make
calls, pay debts, and adjust the rights of the contributories
amongst themselves; under s. 252 apply to the Court; and
under s. 276 institute misfeasance proceedings. He may
exercise the above-mentioned powers of paying any class of
creditors in full and making compromises and arrangements,
in the case of a members’ voluntary winding up with the
sanction of an extraordinary resolution of the company, and,
in the case of a creditors” voluntary winding up with the
sanction of (a) the like resolution, and (b) either the Court or
the committee of inspection. Under the corresponding
section of the Act of 1go8 (s. 214) it was held that a compromise
with a creditor under that section, unless set aside, is binding
even though the sanction of an extraordinary resolution has
not been .obtained [Cycle-makers Company v. Sims (1903), I
K.B. 477], and semble, this decision will apply to a'compromise
made without the sanction required by s. 248; but if a liquida-
tor makes a compromise without the sanction required by the
Act, he does so at his own risk and if the compromise is held
to have been improper, will be liable to misfeasance pro-
ceedings under s. 276 [Windsor Steam Coal Co. (1929), 1 Ch.
151].

The above are the principal powers expressly conferred