WINDING UP 
263 
leaving every share 8s. paid. If, after all the paid-up capital 
has been returned, there is still a surplus, it is, in the absence 
of special provision to the contrary, returnable to all the 
shareholders alike in proportion to the number of shares held by 
each [re Bridgewater Navigation Company (1889), 14 A.C. 525]. 
But the memorandum or articles of a company commonly 
make some provision as to the distribution of what are called 
‘surplus assets’ in a winding up, e.g. preference shareholders 
with priority as to capital are entitled to be repaid in full 
before ordinary shareholders receive anything. The term 
‘surplus assets’ in articles of association often gives rise to 
difficulty. It may have one of two distinct meanings, 
according to the context, and according to the interpretation 
of the memorandum and articles as a whole. Sometimes 
it means the assets remaining after paying the expenses of the 
liquidation and the creditors, and sometimes the assets remain- 
ing after returning paid-up capital also. And, according 
to its meaning, which it is often hard to determine, must 
the assets remaining be distributed. It is to be observed that 
the holders of preference shares have no priority in the matter 
of the return of capital unless it is so provided. Their 
preference is a preference as regards dividends alone. It is 
impossible here to go into the widely varying clauses in articles 
of association as to the distribution of surplus assets. 
It seems advisable here to deal more systematically with Application 
a subject which has already several times been mentioned. to the Court. 
This is the matter of applications to the Court. S. 252 of 
the Act enables the liquidator, or any contributory, or any 
creditor, to make application to the Court in practically any 
matter of difficulty or dispute. It will be observed, on a 
perusal of the section, that its words are very wide; application 
may be made to the Court to determine any question arising in 
the winding up, or to exercise any of the powers exercisable in 
compulsory winding up; and, further, the Court may, upon 
application, make any order—even an order totally different 
from what is asked for. 
A number of cases in which application to the Court is 
sometimes made have already been noticed. Applications 
by the liquidator may be of almost any kind, but they may 
be roughly divided into three classes, namely, applications 
made with the object of obtaining a decision on a disputed 
point, applications to the Court to exercise its statutory 
powers to permit acts which may not be done except with 
the leave of the Court, and applications made with the 
object of obtaining the sanction of the Court to a proposed 
step or arrangement. In the third class of case, the liquidator