RECONSTRUCTION 
211 
Under the Act of 1908, this method of reconstruction was 
only possible if the transferee company was a company 
within the meaning of the Act [Thomas v. United Butter 
Companies of France (1909), 2 Ch. 484]; but this limitation 
is removed by the new Act and the usefulness of the section 
is thus increased. 
The effect of s. 234 is to enable the liquidator of a company 
in a members’ voluntary liquidation (see p. 231) with the 
sanction of a special resolution (which may be passed either 
before or concurrently with or after the resolution for winding- 
up), to sell the whole or any part of its business or property 
to another company (whether a company within the meaning 
of the Act or not), the consideration for the sale being either 
wholly or in part shares policies or other like interests in the 
purchasing company for distribution among the members of 
the selling company, or the right for the shareholders of the 
old company to participate in the profits of or receive any 
other benefit from the new company, subject however, to 
the right of a shareholder who has not voted in favour of the 
resolution at the meeting at which the resolution was passed, 
to leave a notice of dissent, addressed to the liquidator, 
at the office of the company, within seven days of the passing 
of the resolution, requiring the liquidator purchase the 
interest of the dissentient. Accordingly, a three-fourths 
majority may effectively resolve upon this form of reconstruc- 
tion, subject only to the liability to purchase the rights of a 
dissentient minority. 
By s. 243 the provisions of s. 234 are applicable, also in 
the case of a creditors’ voluntary winding up (see p. 231), with 
the modification that any powers conferred on the liquidator 
under that section can be exercised only with the sanction 
either of the Court or of the committee of inspection. 
[t is to be observed that the liquidator may be authorised 
to sell the whole or part of the business or property of the 
company. Property means the assets at the time of liquida- 
tion; and although it has been held that capital, then uncalled, 
cannot be included in the sale [Clinch v. Financial Corporation 
1868), 4 Ch. App. 117], yet it is exceedingly doubtful whether 
that decision would now be followed; and if it is desired to 
include the uncalled capital, there is nothing to prevent a call 
being made just before the winding up, in order that the 
proceeds, though unpaid, may be included in the sale [New 
Zealand Gold Extraction Co. v. Peacock (1894), 1 Q.B. 622]. 
The section only authorises the sale to another company; 
accordingly a sale to an individual, who is to form the new 
company, making what profit he can, is invalid [Bird v