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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XX. Winding up

Collection:: Economics Books

WINDING UP 263 leaving every share 8s. paid. If, after all the paid-up capital has been returned, there is still a surplus, it is, in the absence of special provision to the contrary, returnable to all the shareholders alike in proportion to the number of shares held by each [re Bridgewater Navigation Company (1889), 14 A.C. 525]. But the memorandum or articles of a company commonly make some provision as to the distribution of what are called ‘surplus assets’ in a winding up, e.g. preference shareholders with priority as to capital are entitled to be repaid in full before ordinary shareholders receive anything. The term ‘surplus assets’ in articles of association often gives rise to difficulty. It may have one of two distinct meanings, according to the context, and according to the interpretation of the memorandum and articles as a whole. Sometimes it means the assets remaining after paying the expenses of the liquidation and the creditors, and sometimes the assets remain- ing after returning paid-up capital also. And, according to its meaning, which it is often hard to determine, must the assets remaining be distributed. It is to be observed that the holders of preference shares have no priority in the matter of the return of capital unless it is so provided. Their preference is a preference as regards dividends alone. It is impossible here to go into the widely varying clauses in articles of association as to the distribution of surplus assets. It seems advisable here to deal more systematically with Application a subject which has already several times been mentioned. to the Court. This is the matter of applications to the Court. S. 252 of the Act enables the liquidator, or any contributory, or any creditor, to make application to the Court in practically any matter of difficulty or dispute. It will be observed, on a perusal of the section, that its words are very wide; application may be made to the Court to determine any question arising in the winding up, or to exercise any of the powers exercisable in compulsory winding up; and, further, the Court may, upon application, make any order—even an order totally different from what is asked for. A number of cases in which application to the Court is sometimes made have already been noticed. Applications by the liquidator may be of almost any kind, but they may be roughly divided into three classes, namely, applications made with the object of obtaining a decision on a disputed point, applications to the Court to exercise its statutory powers to permit acts which may not be done except with the leave of the Court, and applications made with the object of obtaining the sanction of the Court to a proposed step or arrangement. In the third class of case, the liquidator

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