Full text: Secretarial practice

WINDING UP 
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and the property of the company disposed of,’ it appears to 
be necessary that considerable detail should be shown. Or, 
if the transactions are summarised, reference should be 
made to the books or documents whence the summaries are 
derived. 
The account being prepared, the next step is to convene 
a general meeting of the company, and also in the case of a 
creditors’ voluntary winding up a meeting of creditors. 
Ss. 236 and 245 require the meetings to be summoned by 
advertisement. The advertisement is to be published in the 
Gazette one month, i.e. one calendar month, at least, before 
the day fixed for the meeting. But even although no extra- 
ordinary resolution of the kind to be mentioned presently is 
required to be passed, few liquidators will be content merely 
with the notice by advertisement in the Gazette, but will send 
notices to the shareholders in the manner prescribed by the 
articles, and also in the case of a creditors’ winding up, to 
the creditors known to him at their last-known addresses. 
An advertisement in the Gazette only might result in no one 
being present at the meeting except the liquidator, or at all 
events, no quorum of shareholders or creditors, as the case 
may be. However, if the sole business of the meeting is 
that specified in ss. 236 and 245 as the case may be, there is no 
legal obligation to give any notices other than the advertise- 
ment, and the lack of a quorum at the final meeting will not 
interfere with the dissolution. But in the great majority of 
cases, unless there is a committee of inspection, advantage will 
be taken by the liquidator of the provisions of s. 283 of the Act 
as to disposing of the company’s books. This section em- 
powers a company which has been wound up voluntarily, and 
1s about to be dissolved, to dispose of the books in the case of a 
members’ voluntary winding up in such way as the company by 
extraordinary resolution directs, and in the case of a creditors’ 
voluntary winding up in such way as the committee of 
inspection, or if there is none, as the creditors may direct. 
And, since in the case of a members’ voluntary winding up 
an extraordinary resolution is necessary for the purpose, 
notice of the intention to propose such resolution must, by 
s. 117 be duly given to all the members. A single notice 
will suffice for both purposes: it will intimate to the share- 
holders that the meeting is to be held for the purpose of 
having the liquidator’s account laid before them, showing 
the manner in which the winding up has been conducted 
and the property of the company disposed of, and of hearing 
any explanation that may be given by the liquidator, 
and also for the purpose of determining by extraordinary
	        
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