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