234 
SECRETARIAL PRACTICE 
and every officer of the company in default (including the 
liquidator) will be liable to a penalty [s. 226]. 
Members’ In a members’ voluntary winding up the liquidator will be 
Voluntary appointed by the company in general meeting [s. 232 (1)]. 
Winding UP. The appointment will usually be made at the meeting which 
resolves on the winding up. The appointment need not be 
made by special resolution, and the notice need not name the 
liquidator, though it must give notice of the intention to 
appoint a liquidator. Although more than one liquidator 
may be appointed in the case of a members’ voluntary winding 
up, this seems unnecessary, as a rule involves extra expense 
and may lead to difficulties if one liquidator dies [see s. 
248 (3)]. Accordingly the usual course in a members’ 
voluntary liquidation will probably be to appoint a soleliquida- 
tor. As will be seen hereafter in a creditors’ voluntary 
liquidation only one liquidator can be appointed except by 
the Court. On the appointment of a liquidator the powers 
of the directors cease except so far as the exercise thereof is 
sanctioned by the company in general meeting or the liquida- 
tor [s. 232 (2)]. It is sometimes convenient to give this 
sanction, e.g. when it is desired to make a call. Any vacancy 
in the office of liquidator will, subject to any arrangement 
with creditors, be filled by the company in general meeting at 
a meeting convened by any contributory or by the continuing 
liquidator if such there be [s. 233]. No creditors’ meeting 
will be called in a members’ voluntary liquidation. 
Creditors’ In a creditors’ voluntary winding up, ¢.e. if no declaration of 
Voluntary solvency has been made and lodged with the Registrar 
Winding Up. pursuant to s. 230 the company must summon a meeting of 
creditors to be held at the place most convenient to the 
majority of the creditors [see R. 129 of the Companies (Wind- 
ing-up) Rules, 1929], on the same day as, or on the day after 
the day on which the meeting of the company to pass the 
resolution for winding up is to be held [s. 238]. The pro- 
visions of this section may be summarised as follows: — 
(1) The notices to the creditors must be posted simultane- 
ously with the notices to the members. General and 
special forms of proxy must be sent with the notices [R. 
146 of the Companies (Winding-up) Rules, 1929]. 
The notice of the creditors’ meeting should be sent to 
the last known address of each creditor and must be 
advertised once in the Gazette, and at least once in two 
local newspapers circulating in the district where either 
the registered office or the principal place of business 
is situate. The Act does not state when the advertise- 
ments must be inserted. but having regard to R. 127 of 
J