232 
SECRETARIAL PRACTICE 
company will be able to pay its debts in full within a period, 
not exceeding twelve months, from the commencement of 
the winding up (¢.e. the passing of the resolution), and (2) 
the above-mentioned declaration is delivered to the Registrar 
for registration [s. 230]. A declaration under this section 
should be in Form No. 39 (b) of the forms scheduled to the 
Companies (Forms) Order, 1929. If no such declaration 
is made and delivered to the Registrar for registration before 
the notices are sent out, the winding up is a creditors’ voluntary 
winding up, even though the company may in fact be solvent. 
In either event the requisite resolution must be passed. 
The requisites for an extraordinary and special resolution 
are contained in s. 117, and have already been considered 
in Chapter XIV. Having regard to the distinction made in 
the new Act between a members’ voluntary winding up and 
a creditors’ voluntary winding-up (s. 230), it will no longer 
be safe to rely on a certified copy of a resolution effecting 
the appointment, and a statutory declaration by the liquidator 
that he has been duly appointed in the case of a members’ 
voluntary winding up pursuant to s. 232 of the Act and in 
the case of a creditors’ voluntary winding up, pursuant to 
239 of the Act should be required. : 
The secretary of a company is more likely to be appointed 
liquidator in a members’ voluntary winding up than in a 
creditors’ voluntary winding up; but it is proposed to deal 
with the provisions applicable to both classes of voluntary 
winding up. Before doing so, however, it should be observed 
that under s. 156 the provisions of the Act with respect to 
winding up apply, unless the contrary appears, alike to 
winding up by the Court, winding up under supervision and 
voluntary winding up. In addition, therefore, to the pro- 
visions expressly made applicable to voluntary winding up 
the following portions of Part V of the Act apply :—ss. I 57-162 
(which dealt with contributories and their liability) and such 
of the sections contained in the group headed ‘Provisions 
applicable to every mode of winding up,” “which includes 
ss. 261 to 305, as are not expressly made applicable exclusively 
to either or both of the other kinds of winding up. Moreover, 
under s. 252 the liquidator may apply to the Court to exercise, 
as respects the enforcing of calls, or any other matter, all or 
any of the powers which the Court might exercise if the 
company were being wound up by the Court. This section in 
effect makes applicable in a voluntary winding up the group 
of sections headed ‘ General Powers of Court in case of 
winding up by the Court,” which comprises ss. 202 to 22I. 
Ss. 200. 216 and 217, however, will not apply, s. 209 because