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 XX. Winding up

Collection:: Economics Books

WINDING UP 265 A few matters in which it behoves the liquidator to be specially careful may be noticed. In carrying on the business of the company for the purposes of its beneficial winding up, he will do well to consider carefully the precise effect of any proposed step, for a new contract might, in many instances, be made in excess of his duties; in case of doubt, application to the Court may often be desirable. Again, he should hesitate before embarking on costly litiga- tion; for although in general an unsuccessful liquidator will be allowed his costs out of the assets of the company, yet it has been held that the Court has jurisdiction to order him to pay them personally, and, in case of an action being improperly or recklessly brought, he may find himself ordered to pay the costs out of his own pocket. Too much care cannot be exercised by the liquidator in avoiding all payments or dealings with the company’s assets which are not expressly or obviously authorised. In certain circumstances a liquidator may be removed from his position. It is not open to the shareholders them- selves to remove a liquidator; the power of removal lies in the Court alone. S. 249 of the Act provides that ‘the Court may, on cause shown, remove a liquidator, and appoint another liquidator.” Contributories or creditors may apply for the removal of a liquidator, and the matter is one for the dis- cretion of the Court, which, however, can only act ‘on cause shown.” It is impossible to predicate with certainty what circumstances will, or what will not, amount to ‘cause.’ It may, however, be safely assumed that gross misconduct, such as wrongful dealing with the company’s assets, will constitute sufficient cause; and although pecuniary interest in the winding up, apart from the liquidator’s remuneration, might not be sufficient unless it is calculated to interfere with the proper performance of his duties, flagrant breaches of Rules 159 and 160 of the Companies (Winding up) Rules 1929 might afford a ground for removal. Gross immorality is a factor to be considered, but in many cases it would not alone be sufficient to warrant a liquidator’s removal. The dominant principle on which the Court acts in this, as in all matters connected with the winding up, is that the benefit of the company and the wishes of the shareholders are to be first considered; and, unless the facts proved upon the application are sufficient to show that the continuance of the liquidator in office will be prejudicial to the company’s welfare, that is, to the creditors and the contributories, or is for adequate reasons distasteful to the shareholders or creditors, the liquidator will not be removed. By Rule 166 Removal of Liquidator.

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