Secretarial practice

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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 XX. Winding up

Collection:: Economics Books

252 SECRETARIAL PRACTICE s. 265 as to fraudulent preference (see above p. 248), and s. 266 must not be overlooked. By the latter section a floating charge, given within six months before the commencement of the winding up, is invalid except to the amount of any cash paid to the company at the time of, or subsequently to the creation of, and in consideration for, the charge, with interest at 5 p.c. on that amount, unless it be proved that the company was solvent immediately after the creation of the charge. This the person claiming under the charge must prove. The liquidator must carefully investigate the circumstances in the event of his finding that such recent charges exist. If the money is paid on account of the consideration for the charge and in anticipation of its creation and in reliance on a promise to execute it, it may be paid at the time of its creation within the section, although the charge is not actually executed till later unless the debenture holder has procured, or suggested, or acquiesced in the delay [F. & E. Stanton, Ltd., (1929), 1 Ch. 180]. Although a charge given in the circumstances above mentioned is declared invalid by the section, the instrument creating it is not avoided altogther, and if the debt secured by the charge has already been paid by the company it cannot be recovered by the liquidator unless the payment is impeachable as a fraudulent preference [re Parkes Garage (Swadlingcote) (1929), 1 Ch. 139]. Assuming that the liquidator has at length ascertained the extent of the company’s liabilities and of its assets, he will be able to determine what further steps are necessary in the winding up. If the assets exceed the liabilities and the costs of winding up, he will be able to pay the debts and expenses of winding up, and will then distribute any surplus assets amongst the shareholders in accordance with their rights. But if the company is insolvent, or if the liabilities, including the costs of the liquidation, exceed the assets, it will be his duty to increase the assets, if possible, by calling up the whole or part of the unpaid capital. If the whole of the capital is fully paid, no further sum can be raised from the share- holders, except in cases where the articles of association of a company provide for such further payments, e.g. in companies limited by guarantee. But if the capital is not fully paid, the duties of the liquidator as regards settling lists of contri- butories and making calls must be undertaken. Lists of Con- It must not be assumed that the liquidator will take no tributories. steps towards settling the lists of contributories until he has accurately ascertained the amount of both assets and liabili- ties. In many cases he will be able to determine whether or not calls upon the contributories will be required long before

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