Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIX. Reconstruction and schemes of arrangements

Collection:: Economics Books

212 SECRETARIAL PRACTICE Bird's Patent (1874), 9 Ch. App. 358], though possibly the sale may be made to an individual as agent for a proposed company [Hester and Co. (1875), 44 L.J., Ch. 747]. It was long ago held ‘that the consideration for the sale may be partly paid shares in the purchasing company. Procedure The general procedure in this kind of reconstruction is under s. 234. shortly as follows: The agreement for sale to the new com- pany, which will embody the particulars of the proposed scheme, must first be prepared. If the circumstances of the case permit, a meeting of directors will then be held and a statutory declaration of solvency made and filed under s. 230 of the Act before the notices of the general meeting of the company are sent out. Then a meeting of the old com- pany will be convened for the purpose of passing a special resolution for winding up and appointing a liquidator, and a special resolution authorising the liquidator to enter into the proposed agreement. The meeting is held and the special resolutions passed, after which notice of the winding-up resolution must be inserted in the Gazette, and a printed copy of the special resolutions forwarded, as usual, to the Registrar. Prior to the new Act it was in every case of voluntary liquida- tion the duty of the liquidator, within seven days from his appointment to summon a meeting of creditors. This provision was oppressive where there was no insolvency and the voluntary winding up had been entered upon solely for the purposes of reconstruction, and now if a declaration of solvency has been made and filed as above indicated and the winding up is therefore a members’ voluntary winding up [s. 230] no creditors meeting will be necessary. In that event the new company will then be registered and the sale agree- ment duly entered into, after which, in due course, the shares in the new company will be distributed amongst the share- holders of the old company. The winding up of the old company will be completed, and the final meeting held, after which the return of the meeting having been held will be made to the Registrar, three months after which the company will be automatically dissolved. S. 234 will mainly be used in the case of a members’ voluntary winding up. If, however, the liquidation is a creditors’ voluntary winding up, the creditors’ meeting must be held in accordance with s. 238 and in any event [s. 243] the liquidator will be unable to act on the resolution under s. 234 authorising the agreement for sale without the sanction of the Court or the committee of inspection if one has been appointed under s. 240. If the requisite sanction is obtained, the subsequent proceedings will be similar to those in a members’ voluntary winding up

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