WINDING UP 
255 
case of a company not being wound up, if there is due from 
a shareholder to the company £100 in respect of calls, while 
the company owes the shareholder [75 for goods supplied, 
both transactions may properly be closed by the shareholder 
paying £25 to the company. But in winding up the rule is 
different. A contributory cannot set off a debt due to him 
from the company against money due from him to the com- 
pany in his capacity of contributory, e.g. for calls. He must 
first pay what, as a contributory, he owes the company, 
since the company’s assets must be realised, and then his 
position will be that of a creditor of the company who is 
entitled to be paid with the other creditors, in full if funds 
permit, but otherwise to receive a dividend. Any other rule 
would give preferential treatment to the contributory who, 
by the accident of circumstances, is also a creditor of the 
company. However, when the contributory is a bankrupt, 
set-off is allowed. Thus, the liquidator, seeking to prove in 
the bankruptcy for calls due, must first deduct from the 
amount of the calls the amount owing from the company, and 
prove for the balance. And conversely, where the debt due 
from the company exceeds the amount of the calls, set-off is 
allowed and the balance due to the bankrupt’s estate may be 
proved for in the winding up. But when all the creditors of a 
company are paid in full, any sum due to a contributory from 
the company on any account whatever may be allowed to 
him by way of set-off against any subsequent calls [s. 205 (3)]. 
A joint debt cannot be set off against a separate debt [In re 
Pennington and Owen, Ltd. (1925), 41 T.L.R. 657]. 
Some of the incidental duties of the liquidator which he 
may have been called upon to perform before all the assets 
have been realised, require a passing notice. It may be 
necessary or desirable for him to summon general meetings 
of the company from time to time. S. 248 (1) of the Act em- 
powers him to do so for the purpose of obtaining the sanction 
of the company by special resolution or extraordinary resolu- 
tion, or for any other purpose he may think fit. There may 
often be important steps in the winding up upon which the 
liquidator may deem it advisable to take the opinion of the 
company before acting. When a meeting is to be called, 
the liquidator will summon it in the usual way by notices 
in writing stating the objects of the meeting. Ss. 235 and 
244 make it incumbent upon the liquidator, in all cases where 
the winding up continues for more than a year, to summon 
a general meeting of the company at the end of the first and 
of every subsequent year from the commencement of the 
winding up; and at every such meeting he must lay before the 
Meetings in 
Liquidation.