Seven or more persons, associated for any lawful purpose, may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of this Act in respect of registration, form themselves into an Incorporated Company with or without limited liability.

If, after the passing of this Act, more than seven persons carry on in partnership, any trade or business, having for its object the procurement of gain to the partnership, then, unless such persons are included within one or both of the classes following (that is to say,)

Are registered as a Company under this Act,

Are a Company Incorporated or otherwise legally constituted by, or in pursuance of, some Act of the Imperial Parliament, or of the General Assembly of New Zealand, or by Royal Charter, or Letters Patent;

Each one of the persons so carrying on business in partnership together contrary to this provision, shall be severally liable for the payment of the whole debts of the partnership, and may be sued for the same without the joinder in the action or suit of any other member of the partnership.

The Registrar of Joint Stock Companies shall, on payment of five shillings, issue a certificate of Incorporation of any Company to any person applying for the same, and such certificate shall be admissable in evidence in like manner as the certificate of Incorporation hereafter directed to be given.

The memorandum of association shall contain the following particulars; that is to say,

The name of the proposed Company:

The Province and Town of the Colony in which the registered office of the Company is to be established.

The objects for which the proposed Company is to be established;

The liability of the Shareholders, whether it is to be limited or Unlimited;

The amount of the nominal capital of the proposed Company;

The number of shares into which such capital is to be divided, and the amount ot each share, subject to the following restriction:—

That in the case of a Company formed with limited liability, and hereinafter called a limited Company, the word “limited” shall be the last word in the name of the Company.

No Company shall be registered under a name identical with that by which a subsisting Company is already registered, or so nearly resembling the same as to be calculated to mislead; and if any Company through inadvertence or otherwise, is registered by a name identical with that by which a subsisting Company is registered, or so nearly resembling the same as to be calculated to mislead, such first-mentioned Company may, with the sanction of the Registrar, change its name, and upon such change being made the Registrar shall enter the new name on the Register in the place of the former name, but no such alteration of name shall effect any rights or obligations of the Company, or fender defective any legal proceedings instituted or to be instituted by or against the Company; and any legal proceedings may be continued or commenced against the Company by its new name that might have been continued or commenced against the Company by its former name.

The memorandum of association shall be in the form marked A in the Schedule hereto or as near thereto as circumstances admit, and it shall, when registered, bind the Company and the Shareholders therein to the same extent as if each Shareholder had subscribed his name and affixed his seal thereto, or otherwise duly executed the same, and there were in such memorandum contained, on the part of himself, his heirs, executors, and administrators, a covenant to conform to all the regulations of such memorandum, subject to the provisions of this Act.

Every subscriber of the memorandum of association shall take one share at the least in the Company; the number of shares taken by each subscriber shall be set opposite his name in such memorandum of association, and upon the Incorporation of the Company he shall be entered in the register of Shareholders hereinafter mentioned as a Shareholder to the extent of the shares he has taken.

The memorandum of association may be accompanied by, or have annexed thereto, or endorsed thereon, articles of association, signed by the subscribers to the memorandum of association, and prescribing regulations for the Company, but if no such regulations are prescribed, or so far as the same do not extend to modify the regulations contained in the table marked B in the Schedule her to, such last-mentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the Company, and shall bind the Company and the Shareholders therein to the same extent as if they had been inserted in articles of association, and such articles had been registered.

The articles of association shall be in the form marked C in the Schedule hereto, or as near thereto as circumstances admit; they shall, when registered, bind the Company and the Shareholders therein to the same extent as if each shareholder had subscribed his name and affixed his seal thereto or otherwise duly executed the same, and there were in such articles contained, on the part of himself, his heirs, executors, and administrators, a covenant to conform to all the regulations of such articles subject to the provisions of this Act.

Any person signing a printed copy of the memorandum of association, or articles of association, shall be deemed to have signed such memorandum and articles respectively; and the execution by any person of the memorandum of association or articles of association shall be attested by one witness at the least, and attestation by one witness shall be essential and sufficient.

The memorandum of association, and articles of association, shall be delivered to the Registrar of Joint Stock Companies, who shall retain and register the same: there shall be paid to the Registrar of Joint Stock Companies, in respect of the several matters mentioned in the table marked D in the Schedule hereto, the several fees therein specified, or such smaller fees as the Governor in Council may from time to time direct; and all fees so paid shall be paid into the receipt of the Colonial Treasury, and shall form part of the Ordinary Revenue of the Colony: Provided that such fees shall not be deemed for the purposes of “The Surplus Revenues Act, 1858,” to be levied within any Province of the Colony.

Upon any such memorandum of association, either with or without articles of association as aforesaid, being registered, the Registrar shall certify under his hand that the Company is incorporated, and in the case of a limited company, that the company is limited: The subscribers of the memorandum of association, together with such other persons as may from time to time become shareholders in the Company, shall thereupon be a body corporate by the name prescribed in the memorandum of association, having a perpetual succession and a Common Seal with power to hold lands; but with such pecuniary liability on the part of the shareholders as is hereinafter mentioned: The certificate of incorporation given by the Registrar shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with; and the date of such certificate shall be deemed to be the date of the incorporation of the Company.

If the Directors of any such Company shall declare or pay any dividend when the Company is known by them to be insolvent, or any dividend the payment of which would to their knowledge render it insolvent, they shall be jointly and severally liable for all the debts of the Company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in office: Provided always that the amount for which they shall all be so liable shall not exceed the amount of such dividend; and that if any of the Directors shall be absent at the time of making the dividend or dividends so declared or paid, or shall object thereto, and shall file their objection in writing with the Clerk of the Company, they shall be exempted from the said liability.

As soon as a certificate of incorporation has been granted by the Registrar of Joint Stock Companies, the Company may issue certificates of shares to the subscribers to the memorandum of Association, and to all other persons to whom shares may be allotted, of such number and amount as may be prescribed by the memorandum of the Association, but not of any greater number or amount: The shares so issued shall be personal estate, and shall not be of the nature of real estate; and each share shall be distinguished by its appropriate number.

Every Company registered under this Act, hereinafter referred to as “the Company,” shall cause to be kept in one or more books, a register of Shareholders, and there shall be entered therein the following particulars:—

The names, addresses, and occupations, if any, of the Shareholders in the Company and the shares held by each of them, distinguishing each share by its number:

The amount paid on the shares of each Shareholder:

The date at which the name of any person was entered in the register as a Shareholder:

The date at which any person ceased to be a Shareholder in respect of any share:

Once at the least in every year a list shall be made of all persons, who on the fourteenth day succeeding the day on which the ordinary general meeting of the Company, or if there is more than one ordinary general meeting in each year, the first of such ordinary general meetings, is held, are holders of shares in the Company; and such list shall state the names, addresses, and occupations of all the persons therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars:—

The amount of the nominal capital of the Company, and the number of shares into which it is divided:

The number of shares taken from the commencement of the Company up to the date pf the summary:

The amount of calls made on each share:

The total amount of calls that have been received:

The total amount of calls unpaid:

The total amount of shares forfeited.

The above List and Summary shall be contained in a separate part of the Register, and shall be in the form marked E in the schedule hereto, or as near thereto as circumstances admit: Such List and Summary shall be completed within seven days after such fourteenth day as is mentioned in this section; and a copy thereof authenticated by the seal of the Company shall forthwith be forwarded to the Registrar, and any person may inspect and take copies of the same subject to the Regulations under which a person is hereinafter declared to be entitled to inspect and take copies of any documents kept by the Registrar.

If any Company registered under this Act makes default in keeping a Register of Shareholders, or in sending a copy of such list and summary as aforesaid, to the Registrar, in compliance with the foregoing rules, such Company shall incur a penalty not exceeding five pounds for every day during which such default continues.

No notice of any trust, express or implied or constructive, shall be entered on the Register or receivable by the Company; and every person who has accepted a share in a Company registered under this Act, and whose name is entered in the register of Shareholders, and no other person (except a Subscriber to the memorandum of Association, in respect of the shares subscribed for by him) shall for the purposes of this Act be deemed to be a Shareholder.

The transfer of any share in the Company shall be in the form marked F in the schedule hereto, or to the like effect, and shall be executed both by the transferor and transferee: The transferor shall be deemed to remain a holder of such share until the name of the transferee is entered in the register book in respect thereof.

A certificate under the seal of the Company, specifying any share or shares held by any Shareholder, shall be primâ facie evidence of the title of the Shareholder to the share or shares therein specified.

The amount of calls for the time being unpaid on any share, shall be deemed to be a debt due from the holder of such share to the Company.

The Register of Shareholders commencing from the incorporation of the Company shall be kept at the Registered Office of the Company hereinafter mentioned. Except when closed as hereinafter mentioned, the Register shall during business hours, but subject to such reasonable restrictions as the Company may in general meeting impose, so that not less than two hours in each day be appointed for inspection, be open to the inspection of any Shareholder gratis, and to the inspection of any other person on the payment of one shilling, or such less sum as the Company may prescribe for each inspection, and every such Shareholder or other person may require a copy of such Register, or of any part thereof, on payment of sixpence for every one hundred words required to be copied: If such inspection or copy is refused the Company shall incur for each refusal, a penalty not exceeding two pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues.

The Company may upon giving notice by advertisement in some newspaper circulating in the district in which the Registered Office of the Company is situate, close the Register of Shareholders for any time or times not exceeding in the whole twenty one days in each year, and the period during which the books are closed, shall not be reckoned as part of the time within which a transfer is to be registered.

If the name of any person is without sufficient cause entered or omitted to be entered in the register of Shareholders of any Company, such person or any Shareholder of the Company may, by motion in the Supreme Court, apply to such Court for an order that the register may be rectified, and the Court may either refuse such application with or without costs to be paid by the applicant, or it may if satisfied of the justice of the case make an order for the rectification of the register, and may direct the Company to pay all the costs of such motion and any damages the party aggrieved may have sustained, and if the Company makes default or is guilty of unnecessary delay in registering any transfer of shares, it shall be responsible to any person injured by such default or delay for the amount of damage he may thereby have sustained.

The register of Shareholders shall be evidence of any matters by this Act directed or authorized to be inserted therein.

Copies of the memorandum of association and articles of Association shall be forwarded to every Shareholder at his request on payment of the sum of One shilling for each copy or such less sum as may be prescribed by the Company, and if any Company makes default in so forwarding such copies, it shall, for each offence, incur a penalty not exceeding One pound.

Any limited Company may, by special resolution, convert into stock any shares which have been fully paid up; and, upon such conversion being made, all the provisions of this Act which require or imply that the capital of the Company is divided into shares of any fixed amount and distinguished by numbers, and all the provisions which require the Company to keep a register of shareholders or to make an annual list of shareholders in the register shall cease as to so much of the capital as has been so converted into stock.

Any Company that has converted any portion of its capital into stock, shall give notice of such conversion, specifying the shares so converted, to the Registrar of Joint Stock Companies within fifteen days from the date of the last of the meetings at which the resolution was passed by which such conversion was authorized, and the Registrar shall forthwith record the fact of such conversion: if such notice is not given within the period aforesaid, the Company shall incur a penalty not exceeding £5, for every day during which such neglect to give notice continues.

Any Company that has converted any portion of its capital into stock shall keep at the registered office of the Company a register of the names and addresses of the persons for the time being entitled to such stock; and such register shall be open to inspection in the manner and subject to the penalties in and subject to which the register of shareholders is directed to be kept open.

If the name of any person is without sufficient cause entered or omitted to be entered in the register of stock of any Company, such person or any holder of stock in the Company may apply to have the register rectified in manner directed by the twenty-sixth section hereof.

The Court may, in any proceeding under the twenty-sixth section of this Act, decide on any question relating to the title of any person who is a party to such proceeding, to have his name entered in or erased from the register; whether such question arises between two or more holders or alleged holders of shares or stock or between any holders or alleged holders of shares or stock, and the Company, and generally the Court, may, in any such proceeding, decide any question that it may be necessary or expedient to decide for the rectification of the Register.

The Company shall have a registered office to which all communications and notices may be addressed: If any Company registered under this Act carries on business without having such an office it shall incur a penalty not exceeding Five Pounds for every day during which business is so carried on.

Notice of the situation of such registered office and of any change therein shall be given to the Registrar of Joint Stock Companies, and recorded by him: Until such notice is given the Company shall not be deemed to have complied with the provisions of this Act with respect to having a registered office.

Every limited Company registered under this Act shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the Company is carried on, in a conspicuous position, in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements, and other official publications of such Company, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods and purporting to be signed by or on behalf of such Company, and in all bills of parcels, invoices, receipts, and letters of credit, of the Company.

If any Limited Company registered under this Act does not paint or affix, and keep painted or affixed, its name in manner aforesaid, it shall be liable to a penalty not exceeding Five Pounds for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed; and if any officer of such Company, or any person on its behalf, uses any seal purporting to be a seal of the Company whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice, advertisement, or other official publication of such Company, or signs, or authorises to be signed, on behalf of such Company, any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or issues, or authorises to be issued, any bill of parcels, nvoice, receipt, or letter of credit of the Company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of Fifty Pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same is duly paid by the Company.

A general meeting of the Company shall be held once at the least in every year.

Any Company registered under this Act may in general meeting from time to time, by such special resolution as is hereinafter mentioned, alter and make new provisions in lieu of, or in addition to, any regulations of the Company contained in the articles of Association or the table marked B, in the Schedule.

A resolution shall be deemed to be a special resolution of the Company whenever the same has been passed by three-fourths in number and value of such Shareholders of the Company for the time being entitled to vote as may be present in person or by proxy (in cases where by the regulations of the Company proxies are allowed) at any meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such Shareholders for the time being entitled to vote as may be present in person or by proxy at a subsequent meeting of which notice has been duly given, and held at an interval of not less than one month nor more than three months from the date of the meeting at which such special resolution was first passed: Unless a poll is demanded by at least five Shareholders, a declaration of the Chairman of any such meeting as is mentioned in this section, that a special resolution has been carried, shall be deemed conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the same: Notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held whenever such notice is given and meeting held in manner prescribed by the regulations of the Company.

A copy of any special resolution that is passed by any Company registered under this Act shall be forwarded to the Registrar of Joint Stock Companies and recorded by him: If such copy is not so forwarded within fifteen days from the date of the passing of the resolution, the Company shall incur a penalty not exceeding Two Pounds for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded.

A copy of any special resolution shall be given to any Shareholder on payment of one shilling, or of such less sum as the Company may direct.

The Company, if authorised to do so by its regulations, may increase its nominal capital in manner directed by such regulations, but notice of any increase so made shall be given to the Registrar of Joint Stock Companies within fifteen days from the date of the passing of the resolution by which such increase has been authorised, and the Registrar shall forthwith record the amount of such increase. If such notice is not given within the period aforesaid the Company shall incur a penalty not exceeding Five Pounds for every day during which such neglect to give notice continues.

If any Company registered under this Act carries on business when the number of its Shareholders is less than seven, for a period of six months after the number has been so reduced, then every person who is a Shareholder in such Company during the time that it so carries on business after such period of six months shall be severally liable for the payment of the whole debts of the Company contracted during such time, and may be sued for the same without the joinder in the action or suit of any other Shareholder.

The Company shall cause minutes of all resolutions and proceedings of general meetings of the Company to be duly entered in books to be from time to time provided for the purpose, and any such minute as aforesaid, if signed by any person purporting to be the Chairman of such meeting, shall be receivable in evidence in all legal proceedings, and, until the contrary is proved, every general meeting in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened.

Contracts on behalf of any Company registered under this Act may be made as follows, that is to say:—

Any contract which, if made between private persons, would by law be required to be in writing, and if made according to law to be under seal, may be made on behalf of the Company in writing, under the Common Seal of the Company, and such contract may be in the same manner varied or discharged:

Any contract which, if made between private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the Company in writing signed by any person acting under the express or implied authority of the Company, and such contract may in the same manner be varied or discharged:

Any contract which, if made between private persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the Company by any person acting under the express or implied authority of the Company, and such contract may in the same way be varied or discharged:

And all contracts made according to the provisions herein contained, shall be effectual in law, and shall be binding upon the Company and their successors, and all other parties thereto, their heirs, executors, or administrators, as the case may be.

Any Company registered under this Act may by instrument or writing under their common seal empower any person either generally or in respect of any specified matters as their Attorney to execute deeds on their behalf in any place not situate in the Colony; and every deed signed by such Attorney on behalf of the Company and under his seal shall be binding on the Company to the same extent as if it were under the common seal of the Company.

A promissory note or bill of exchange shall be deemed to have been made, accepted, or endorsed on behalf of any Company registered under this Act if made, accepted, or endorsed in the name of the Company by any person acting under the express or implied authority of the Company.

The provisions of an Ordinance of the Governor and Legislative Council of New Zealand, Session 2, No. 10, intituled “An Ordinance to facilitate the transfer of Real Property and simplify the Law relating thereto,” shall be deemed to apply to Conveyances, Mortgages, and Leases made by any Company registered under this Act.

On the application of one-fifth in number and value of the Shareholders of any Company registered under this Act, the Governor may appoint one or more competent Inspectors to examine into the affairs of the Company and to report thereon in such manner as he directs.

It shall be the duty of all officers and agents of the Company to produce for the examination of the Inspectors all books and documents in their custody or power: Any inspector may examine upon Oath the officers and agents of the Company in relation to its business, and may administer such Oath accordingly: If any officer or agent refuses to produce any such book or document, or to answer any question relating to the officers of the Company, he shall incur a penalty not exceeding five pounds in respect of each offence.

Upon the conclusion of the examination the Inspectors shall report their opinion to the Governor or his delegate to be appointed as hereinafter mentioned: Such report shall be written or printed, as the Governor directs: A copy shall be forwarded by direction of the Governor to the registered office of the Company, and a further copy shall, at the request of the shareholders upon whose application the inspection was made, be delivered to them or to any one or more of them: All expenses of and incidental to any such examination as aforesaid shall be defrayed by the shareholders, upon whose application the Inspectors were appointed.

Any Company registered under this Act may in general meeting appoint Inspectors for the purpose of examining into the affairs of the Company: The Inspectors so appointed shall have the same powers and perform the same duties as Inspectors appointed by the Governor, with this exception, that, instead of making their report to the Governor, they shall make the same in such manner and to such persons as the Company in general meeting directs, and the officers and agents of the Company shall incur the same penalties, in case of any refusal to produce any book or document to such Inspectors, or to answer any question, as they would have incurred if such Inspectors had been appointed by the Governor.

A copy of the report of any Inspectors appointed under this Act, authenticated by the seal of the Company into whose affairs they have made inspection, shall be admissible as evidence in any legal proceeding.

It shall be lawful for the Governor from time to time within any Province by warrant under his hand to delegate to a Collector of Customs or other public officer, all or any of the powers and duties vested in him by sections 50 and 52 of this Act, and any such delegation at his pleasure to revoke.

Any summons or notice requiring to be served upon the Company may, except in cases where a particular mode of service is directed, be served by leaving the same at their registered office, or by giving it to any director, secretary, or other principal officer of the Company.

Any summons, notice, writ, or proceeding requiring authentication by the Company, may be signed by any director, secretary, or other authorised officer of the Company, and need not be under the common seal of the Company, and the same may be in writing or in print, or partly in writing and partly in print.

Where a limited Company is plaintiff in any action, suit, or other legal proceeding, any Judge having jurisdiction in the matter may, if it be proved to his satisfaction that there is reason to believe that if the defendant be successful in his defence the assets of the Company will be insufficient to pay his costs, require sufficient security to be given for such costs, and may stay all proceedings until such security be given.

All offences under this Act made punishable by any penalty, may be prosecuted summarily before two or more justices, in manner directed by an Act of the Imperial Parliament, intituled the “Summary Convictions Act, 1848.”

The justices imposing any penalty under this Act, may direct the whole or any part thereof to be applied in or towards the payment of the Costs of the proceedings, and subject to such direction all penalties shall be paid into the receipt of the Colonial Treasury as Ordinary Revenue.

The Governor in Council may from time to time make such alterations in the forms and tables contained in the schedule hereto as he deems requisite: Every form or table when altered shall be published in the “New Zealand Gazette,” and upon such publication being made, it shall have the same force as if it were included in the schedule to this Act.

The provisions of this Act relating to the winding up of Companies shall apply to all Companies registered under this Act, but not to any other Companies.

The expression “the Court,” as used in the third part of this Act, shall mean the Supreme Court of New Zealand and the Court shall, in addition to its ordinary powers, have the same power of enforcing any orders made by it in pursuance of this Act, as the Supreme Court has in relation to matters within its jurisdiction.

In the event of any Company being wound up by the Court or voluntarily, the existing shareholders shall be liable to contribute to the assets of the Company to an amount sufficient to pay the debts of the Company, and the costs, charges, and expenses of winding-up the same, with this qualification, that if the Company is limited, no contribution shall be required from any shareholder exceeding the amount, if any, unpaid on the shares held by him.

In the event of any Company other than a limited Company being wound up by the Court or voluntarily, any person who has ceased to be a shareholder within the period of three years prior to the commencement of the winding-up shall be deemed, for the purposes of contribution towards payment of the debts of the Company and the costs, charges, and expenses of winding-up the same, to be an existing shareholder, and shall have in all respects the same rights, and be subject to the same liabilities to creditors as if he had not so ceased to be a shareholder, with this exception, that he shall not be liable in respect of any debt of the Company contracted after the time at which he ceased to be a shareholder.

In the event of any limited Company being wound up by the Court or voluntarily, any person who has ceased to be a holder of any share or shares within the period of one year prior to the commencement of the winding-up shall be deemed, for the purposes of contribution towards payment of the debts of the Company and the costs, charges, and expenses of winding-up the same, to be an existing holder of such share or shares, and shall have in all respects the same rights and be subject to the same liabilities to creditors as if he had not so ceased to be a shareholder.

The winding-up shall, if the Company is wound up by the Court, be deemed to commence at the time of the presentation of such petition as is hereinafter required to be presented to the Court; and if the Company is wound up voluntarily, be deemed to commence at the time of the passing of the resolution authorizing such winding-up.

Any existing or former shareholder upon whom calls are authorised to be made by the third part of this Act, is hereinafter called a “Contributory,” and the representatives of any deceased Contributory shall be liable in a due course of administration to the same extent as such Contributory would be liable under the third part of this Act if alive.

For the purpose of ascertaining the liability of existing and former shareholders as between themselves, the following rule shall be adopted, that is to say,

In the case of a Company other than a limited Company every transferee of shares shall, in a degree proportioned to the shares transferred, indemnify the transferor against all existing and future debts of the company:

In the case of a limited Company every transferee shall indemnify the transferor against all calls made or accrued due on the shares transferred subsequently to the transfer.

A Company may be wound-up by the Court under the following circumstances, that is to say,

Whenever the Company in general meeting has passed a special resolution requiring the Company to be wound-up by the Court:

Whenever the Company does not commence its business within a year from its incorporation or suspends its business for the space of a whole year:

Whenever the shareholders are reduced in number to less than seven:

Whenever the Company is unable to pay its debts:

Whenever three-fourths of the capital of the Company have been lost or become unavailable.

A Company hall be deemed to be unable to pay its debts,—

Whenever a creditor to whom the Company is indebted in a sum exceeding Fifty pounds, then due, has served on the Company, by leaving the same at their registered office, a demand under his hand requiring the Company to pay the sum so due, and the Company have for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or Compound for the same to the satisfaction of the creditor.

Whenever execution issued on a judgment, decree, or order obtained in any Court in favour of any creditor in any suit or other legal proceeding instituted by such creditor against the Company is returned unsatisfied, in whole or in part, by the sheriff of the district in which the registered office of the Company is situate.

Any application for the winding-up of a Company shall be by petition, and there shall be filed or lodged at the time when such petition is presented an affidavit verifying the same: Such petition may, in cases where the Company is unable to pay its debts, be presented either by a creditor or a contributory; but where any other ground is alleged for winding-up the Company a contributory alone is entitled to present the petition.

Upon the hearing of any petition presented by a creditor, the Court may dismiss such petition, with or without costs, to be paid by the petitioner, or it may make an order directing the Company, by a day to be named in the order, to pay or secure payment to the creditor of all monies that may be proved due to him, together with such costs as the Court may direct, or the Court may, if it so thinks fit, on the hearing of such petition, make an order for the winding-up the Company in the first instance, or such other order as it deems just.

If at the expiration of the time named in such order such payment is not made or security given, the Court may thereupon make an order for winding-up the Company.

Upon the hearing of a petition presented by a contributory, the Court may dismiss such petition, with or without costs, to be paid by the petitioner, or it may make an order directing the Company to be wound up, or such other order as it deems just.

After the date of such order for winding-up the Company, all suits and actions against the Company shall, if the Court so orders, be stayed: No director or other officer of the Company shall, without the sanction of the Court, dispose of any of the property, effects, or things in action of the company, and no transfer of any shares shall be valid without the sanction of the Court: A copy of such order shall forthwith be reported by the Company to the Registrar of Joint Stock Companies, who shall make a minute thereof in his books relating to the Company.

As soon as may be after making an order for winding-up the Company, the Court shall cause the assets of the Company to be collected and applied in discharge of its liabilities in a due course of administration.

Any such conveyance, mortgage, delivery of goods, payment, execution or other act relating to property, as would, if made or done by or against any individual trader, be deemed, in the event of his bankruptcy under any Law for the time being in force in New Zealand, to have been made or done by way of undue or fraudulent preference of any creditor of such trader, shall, if made or done by or against any Company registered under this Act, be deemed, in the event of an order being made for winding-up such Company, to have been made or done by way of undue or fraudulent preference of such creditor of such Company, and shall be invalid accordingly: and for the purposes of this section the presentation of a petition for winding-up a Company shall be deemed to correspond with the filing of a petition for adjudication of bankruptcy in the case of an individual trader; and any conveyance or assignment made by any Company registered under this Act of all its estate and effects to trustees for the benefit of all its creditors shall be void to all intents.

The Court may, after it has made an order for winding-up the Company, summon before it any person known or suspected to have in his possession any of the estate or effects of the Company, or supposed to be indebted to the Company, or any person whom the court may deem capable of giving information concerning the trade, dealings, estate, or effects of the Company; and the Court may require any such person to produce any books, papers, deeds, writings, or other documents in his custody or power which may appear to the Court requisite to the full disclosure of any of the matters which the Court thinks necessary to be inquired into for the purpose of winding-up the Company; and if any person so summoned refuses to come before the Court at the time appointed, having no lawful impediment (made known to the Court at the time of its sitting and allowed by it) the Court may by warrant authorise and direct the persons therein named for that purpose to apprehend such person, and bring him before the Court for examination.

Where an order has been made for winding-up a Company if upon the application of the official liquidator hereinafter mentioned, it appears to the Court that there is probable cause for believing that any contributory to such Company is about to quit the Colony or otherwise abscond, or to remove or conceal any of his goods or chattels for the purpose of evading payment of calls or for avoiding examination in respect of the affairs of the Company, the Court may by warrant directed to such person or persons as it thinks fit cause such contributory to be arrested, and his books, papers, moneys, securities for moneys, goods and chattels to be seized, and him and them to be safely kept until such time as the Court may order.

Any contributory who has been arrested or whose goods or chattels have been seized under any such warrant as aforesaid, may at any time after such arrest or seizure apply to the Court to discharge him from custody, or to direct the delivery to him of any books, papers, moneys, securities for money, goods or chattels, that may have been seized; and the Court shall take such application into consideration, and shall make such order thereon as it thinks just.

All calls that are authorised by the third part of this Act to be made on a contributory in the event of the Company to which he belongs being wound-up by the Court or voluntarily, shall be deemed to be specialty debts due from such contributory to the Company.

The Court may examine upon Oath, either by word of mouth or upon written interrogatories, any person appearing or brought before it in manner aforesaid, concerning the trade, dealings, estate, or effects of the Company, and may reduce into writing the answers of every such person, and require him to sign and subscribe the same.

If any director, officer, or contributory of any Company for the winding-up of which an order or decree has been made under this Act destroys, mutilates, alters, or falsifies any books, papers, writings, or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account, or other document belonging to the Company, with intent to defraud the creditors or contributories of such Company, or any of them, every person so offending shall be deemed to be guilty of a misdemeanor, and upon being convicted shall be liable to imprisonment for any term not exceeding two years with or without hard labour.

If any attachment, sequestration, or execution is issued against any Company, by virtue whereof the estate and effects of the Company or any of them, may be attached, sequestered, or taken in execution at any time within three months next before the filing or presentation of the petition for winding up the Company, such attachment, sequestration or taking in execution shall be void in favour of the liquidators of the Company as against the attaching, sequestrating, or execution creditor, whether the same has been completely executed or not, except that such creditor shall, if the attachment, sequestration, or execution, would have been valid but for this provision, be entitled to retain out of any money already realised, his costs of suit, and of the attachment, sequestration or execution, or to proceed with the attachment, sequestration or execution for the purpose of realizing such costs; but on satisfaction of such costs, or on tender of the amount thereof by the liquidators to the creditor, it shall be lawful for the liquidators to recover from such creditor the property so attached, sequestrated, and taken in execution, and the proceeds of such property, or the residue thereof, as the case may be.

All books, accounts, and documents of the Company, and of the liquidators hereinafter mentioned, shall, as between the contributories of the Company, be primâ facie evidence of the truth of all matters therein contained, and purporting to be therein recorded.

The Court may, at any time after making an order for winding up a Company, and before it has ascertained the sufficiency of the assets of the Company, or the debts in respect of which the several classes of contributories are liable, make calls on all or any of the contributories, to the extent of their liability, for payment of all or any sums it deems necessary to satisfy the debts of the Company and the costs of winding it up, and it may, in making a call, take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same.

In fixing the amount payable by any contributory, he shall be debited with the amount of all debts due from him to the Company, including the amount of the call, and shall be credited with all sums due to him from the Company on any independent contract or dealing between him and the Company, and the balance, after making such debit and credit as aforesaid, shall be deemed to be the sum due.

All calls made or to be made on any shareholder or contributory, shall, in the event of such shareholder or contributory becoming bankrupt or insolvent, be proveable against his estate.

All monies received under the direction of the Court on account of the sale or conversion of any of the assets of the Company, or in respect of calls made on any contributories, or of any other matter, with the exception of such balance (if any) as the official liquidators may with the sanction of the Court retain in their hands for the payment of current expense, shall be paid into such one of the Banks carrying on business in New Zealand, and to the credit of such account there as the Court may direct: And no monies standing to such account shall be paid out by the Bank except upon cheques signed in such manner as the Court directs.

In case of any Company being wound-up compulsorily, the liquidators may invest any moneys for the time being in their hands, or standing to their credit in any Bank as aforesaid, arising from such winding-up, in such manner as the Court shall think fit to direct.

The Court may at any time after the presentation of a petition for winding-up a Company, and either before or after making an order for winding up the same, upon the application by motion of any creditor or contributory of such Company restrain further proceedings in any action or suit against the Company, or appoint a receiver of the estate and effects of the Company; it may also by notice or advertisement, require all creditors to present and prove their claims within a certain time or be precluded from the benefit of any distribution which may be made before such claim is proved

The Court may at any time after an order has been made for winding up a Company upon the application by motion of any creditor or contributory of the Company, and upon proof to the satisfaction of the Court that all proceedings in relation to such winding up ought to be stayed, make an order staying the same, either altogether or for a limited time on such terms and subject to such conditions as it deems fit.

As soon as the creditors are satisfied, the Court shall proceed to adjust the rights of the contributories amongst themselves, and to distribute any surplus that may remain amongst the parties entitled thereto; and for the purposes of such adjustment it may make calls on the contributories to the extent of their liability for payment of such sums as it deems necessary; and it may in making a call, take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same.

The Court may make such order as to the priority, and payment out of the estate of the Company, of the costs, charges, and expenses incurred in winding up any Company as it thinks just.

For the purpose of conducting the proceedings in winding up a Company, and assisting the Court therein, there shall be appointed a person or persons to be called an Official Liquidator or Official Liquidators; and such appointment shall be made as follows, that is to say:—

The official liquidators or liquidator shall be described by the style of the Official Liquidators or Official Liquidator of the particular Company in respect of which they or he are or is appointed, and not by their or his individual names or name; they or he shall take into their or his custody all the property, effects, and things in action of the Company, and shall perform such duties in reference to the winding-up of the Company as may be imposed by the Court.

The official liquidators shall have power with the sanction of the Court to do the following things:—

To bring or defend any action, suit or prosecution, or other legal proceedings, civil or criminal, in the name and on behalf of the Company.

To carry on the business of the Company so far as may be necessary for the beneficial winding-up of the same:

To sell the real and personal property, effects and things in action of the Company by public auction or private contract, with power, if they think fit, to transfer the whole thereof to any person or Company, or to sell the same in parcels.

To execute in the name and on behalf of the Company all deeds, receipts, and other documents they may think necessary, and for that purpose to use when necessary the Company’s seal:

To refer disputes to arbitration:

To compromise all calls and liabilities to calls, debts, and liabilities capable of resulting in debts, and all claims whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the Company and any contributory or alleged contributory, or other debtor or person apprehending liability to the Company, upon the receipt of such sums, payable at such times, and generally upon such terms as may be agreed upon, with power for the liquidators to take any security for the discharge of such debts or liabilities and to give complete discharges in respect of all or any such calls, debts, or liabilities; subject to the proviso, that where an order has been made by the Court for winding-up a Company compulsorily, or where an order has been made as hereinafter provided for the continuance of a voluntary winding-up, no such compromise shall be made, except in accordance with the directions of the Court, as expressed generally in any order made by the Court, or as given in each particular case, and after giving such notice to creditors, or any portion of them, as the Court shall direct; and that where a Company is being wound up altogether voluntarily, no such compromise shall be effected, except with the sanction of a special resolution of the Company, or of a general or particular power delegated to the liquidators by a special resolution.

To prove, claim, rank, and draw a dividend in the matter of the bankruptcy, insolvency, or sequestration of any contributory for any balance against the estate of such contributory, and to take and receive dividends in respect of such balance in the Matter of bankruptcy, insolvency, or sequestration, as a separate debt due from such bankrupt or insolvent, and rateably with the other separate creditors:

To draw, accept, make, and endorse any bill of exchange or promissory note, and also to raise upon the security of the assets of the Company from time to time any requisite sum or sums of money; and the drawing, accepting, making, or endorsing of every such bill of exchange or promissory note as aforesaid on behalf of the Company, shall have the same effect with respect to the liability of such Company as if such bill or note had been drawn, accepted, made, or endorsed by such Company in the course of carrying on the business thereof:

To do and execute all such other things as may be necessary for winding-up the affairs of the Company and distributing its assets.

Where the Court makes an order for winding-up a Company compulsorily, it may, if it thinks fit, provide by that or any subsequent order that the official liquidators may exercise any specified powers without the intervention of the Court

The official liquidators may with the approval of the Court appoint a solicitor and such clerks or officers as may be necessary to assist them in the performance of their duties: There shall be paid to such solicitor, clerks, and officers, such remuneration by way of fees or otherwise as may be allowed by the Court.

There shall be paid to the official liquidators such salary or remuneration, by way of percentage or otherwise, as the Court directs.

Where the affairs of the Company have been completely wound up, the Court shall make an order declaring the Company to be dissolved from the date of such order, and the Company shall be dissolved accordingly.

Any order so made shall be reported by the official liquidators to the Registrar of Joint Stock Companies, who shall make a minute accordingly in his books of the dissolution of such Company.

The Judges of the Supreme Court may, as often as circumstances require, make such rules concerning the mode of proceeding to be had for winding-up a Company in the Court, as may from time to time seem necessary.

The Judges of the Supreme Court may make rules specifying the fees to be paid in respect of proceedings taken under the third part of this Act for winding-up a Company in the Court, and the fees so paid shall be applied in the manner in which fees taken in such Court in ordinary proceedings are applied.

The Judges of the District Courts and the Resident Magistrates shall be Commissioners for the purpose of taking evidence under the third part of this Act, in cases where any Company is wound up by the Supreme Court, and it shall be lawful for such Court to refer the whole or any part of the examination of any witnesses under the third part of this Act to any such commissioner, and any such commissioner, in addition to any power of summoning and examining witnesses, and requiring the production or delivery of documents, and certifying or punishing defaults by witnesses, which he might lawfully exercise as a Judge of a District Court, or Resident Magistrate in a matter within his jurisdiction, shall also have in the matter so referred to him all the same powers of summoning and examining, and requiring the production or delivery of documents, and punishing defaults by witnesses, and allowing costs and charges, and expenses to witnesses as the Supreme Court has; and the examination so taken shall be returned or reported to the Supreme Court in such manner as it directs.

A company may be wound-up voluntarily—

Whenever the period, if any, fixed for the duration of the company by the articles of association expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by the articles of association that the company is to be dissolved:

Whenever the company in general meeting has passed a special resolution requiring the company to be wound-up voluntarily.

Whenever a company is wound-up voluntarily, the company shall, from the date of the commencement of such winding-up, cease to carry on its business, except in so far as may be required for the beneficial winding-up thereof, but its corporate state and all its corporate powers shall, notwithstanding any provision to the contrary in its articles of association, continue until the affairs of the company are wound-up.

Notice of any special resolution to wind-up a company voluntarily shall be given in the New Zealand Gazette.

The following consequences shall ensue upon the voluntary winding-up of a company:

The property of the company shall be applied in satisfaction of its liabilities and, Subject thereto, shall, unless it be otherwise provided by the articles of association, be distributed among the shareholders in proportion to their shares:

Liquidators shall be appointed for the purpose of winding-up the affairs of the company and distributing the property:

The company in general meeting may appoint such person or persons as it thinks fit to be a liquidator or liquidators, and may fix the remuneration to be paid to him or them.

If one person only is appointed, all the provisions herein contained in reference to several liquidators shall apply to him.

When several liquidators are appointed every power herein given may be exercised by any two of them.

The liquidators may at any time after the passing of the resolution for winding-up the company, and before they have ascertained the sufficiency of the assets of the company, or the debts in respect of which the several classes of contributories are liable, call on all or any of the contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy the debts of the Company, and the costs of winding it up, and they may in making a call take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same:

The liquidators shall have all powers hereinbefore vested in official liquidators, and may exercise the same without the intervention of the Court:

All books, papers, and documents, in the hands of the liquidators shall at all reasonable times be open to the inspection of the shareholders:

When the creditors are satisfied, the liquidators shall proceed to adjust the rights of the contributories amongst themselves, and for the purposes of such adjustment they may make calls on all the contributories to the extent of their liability, for any sums they may deem necessary, and they may in making a call, take into consideration the probability that some of the contributories upon whom the same is made, may partly or wholly fail to pay their respective portions of the same:

As soon as the affairs of the Company are fully wound up, the liquidators shall make up an account showing the manner in which such winding-up has been conducted, and the property of the Company disposed of; and such account, with vouchers thereof, shall be laid before such person or persons as may be appointed by the Company to inspect the same; and upon such inspection being concluded the liquidators shall proceed to call a general meeting of the shareholders for the purpose of considering such account; but no such meeting shall be deemed to be duly held, unless one month’s previous notice, specifying the time, place, and object of such meeting, has been published in the New Zealand Gazette.

Such general meeting shall not enter upon any business except the consideration of the account; but the meeting may proceed to the consideration thereof, notwithstanding the quorum required by any regulation of the Company to be present at general meetings is not present thereat; and if, on consideration, the meeting is of opinion that the affairs of the Company have been fairly wound-up, they shall pass a resolution to that effect, and thereupon the liquidators shall publish a notice of such resolution in the New Zealand Gazette, and shall also make a retrun to the Registrar of Joint Stock Companies of such resolution, and on the expiration of one month from the date of the registration of such return, the Company shall be deemed to be dissolved.

If within one year after the passing of a Resolution for a winding-up the affairs Of the Company, such affairs are not wound-up, the liquidators shall immediately thereafter make up an account showing the state of the affairs and the progress that has been made in winding-up down to that date, and they shall add thereto a report, stating the reason why the winding-up has not been completed, and a General Meeting shall be called to consider the same, and so on from year to year until the winding-up of the affairs of the Company is completed.

All costs, charges, and expenses properly incurred in the voluntary winding-up of a Company, including the remuneration of the liquidators, shall be payable out of the assets of the Company in priority to all other claims.

Where a Company is being wound-up voluntarily, and the whole or a portion of its property is about to be sold to another Company registered under this Act, the liquidators of the first-mentioned Company may, with the sanction of a special resolution of the Company by whom they were appointed, receive in compensation or part compensation for such sale, shares in such other Company for the purpose of distribution amongst the shareholders of the Company being wound-up; or may enter into any other arrangement whereby the shareholders of the Company being wound up may, in lieu of receiving cash or shares, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing Company; and any sale made or arrangement entered into by the liquidators in pursuance of this section shall be binding on the shareholders of the Company being wound up, subject to this proviso, that if any shareholder in the Company being wound-up who has not voted in favour of the special resolution passed by his Company at either of the meetings held for passing the same, expresses his dissent from any such special resolution in writing addressed to the liquidators or one of them, and left at the registered office of the Company not later than seven days after the date of the last of the meetings at which such special resolution was passed, such dissentient shareholder may require the liquidators to do such one of the following things as they may prefer; that is to say, either to abstain from carrying such resolution into effect, or to purchase the shares held by the dissentient shareholder or shareholders at such price as may be agreed upon or settled by arbitration, such purchase money to be paid before the Company is dissolved, and to be raised by the liquidators in such manner as may be determined by special resolution.

In the case of a Company being wound-up voluntarily the liquidators may from time to time, during the continuance of such winding-up, summon general meetings of the Company for the purpose of obtaining the sanction of the Company by a special resolution, or for such other purposes as they think fit.

Where a Company is being wound-up voluntarily, the liquidators may apply to the Court, by petition, motion, the presentation of a special case, or in such other manner as the Court may direct, to determine any question arising in the matter of such winding-up, or to exercise, as respects the enforcing any calls, or in respect of any other particular matter, all or any of the powers which the Court might exercise if the Company were being wound-up compulsorily; and the Court, if satisfied that the determination of such question or the required exercise of power will be just and beneficial, may accede, wholly or partially, to such application, upon such terms and subject to such conditions as the Court thinks fit, or it may make such other order on such application as the Court thinks just.

Where a Company is being wound-up voluntarily if it appear to the liquidators conducting such winding-up that any past or existing director, manager, public officer, or member of such Company has been guilty of any offence in relation to the Company for which he is criminally responsible, it shall be lawful for the liquidators, with the previous sanction of the Court, to prosecute such offender, and all expenses properly incurred by them in such prosecution shall be payable out of the assets of the Company in priority to all other liabilities.

Where a Company is in course of being wound-up voluntarily, and proceedings are taken for the purpose of having the same wound-up by the Court, the Court may, if it think fit, notwithstanding that it makes an order directing the Company to be wound up by the Court, provide in such order or in any other order for the adoption of all or any of the proceedings taken in the course of the voluntary winding-up: It may also instead of making an order that the Company should be altogether wound up by the Court, direct that the voluntary winding-up should continue, but subject to such supervision of the Court, and with such liberty for creditors, contributories, or others to apply to the Court, and generally upon such terms and subject to such conditions as the Court thinks just.

A Petition to the Court praying wholly or in part that a voluntary winding-up may continue, subject to the supervision of the Court, shall, for the purpose of giving jurisdiction to the Court over Actions, and over the appointment of a Receiver, be deemed to be a Petition for winding-up the Company by the Court; and in determining whether a Company is to be wound-up altogether compulsorily or under the provisions of the one hundred and fourteenth Section of this Act, the Court may have regard to the wishes of the majority in number and value of the creditors as proved to it by any sufficient evidence.

Where any order is made by the Court, in pursuance of the said one hundred and fourteenth Section, for the continuance of a voluntary winding-up, the Court may in such order or in any subsequent order appoint any additional liquidator or liquidators; and any liquidator or liquidators so appointed by the Court shall have the same powers, be subject to the same obligations, and in all respects stand in the same position as if he or they had been appointed by the Company: The Court may from time to time remove any liquidator or liquidators so appointed by the Court, and fill up any vacancy occasioned by such removal, or by the death or resignation of any such liquidator or liquidators: The Court shall in the appointment of a liquidator or liquidators under this Section consult any creditor or classes of creditors it may think expedient to consult for the purpose of ascertaining what appointments are most for the interest of the creditors.

Where any order is made by the Court in pursuance of the said one hundred and fourteenth Section, for the continuance of a voluntary winding-up, the liquidators appointed to conduct such winding-up may, subject to any order made by the Court, exercise all powers given to them, without the intervention of the Court, in the same manner as if the Company were being wound-up altogether voluntarily; but, save as aforesaid, any order made by the Court, in pursuance of the said one hundred and fourteenth Section, for the continuance of a voluntary winding-up, shall for all purposes, including the application of any provision relating to fraudulent preference, be deemed to be an order of the Court for winding-up the Company by the Court, and shall confer full authority on the Court to make calls, and to enforce calls made by the liquidators, and to exercise all other powers which it might have exercised of its own motion, or on the application of the official liquidators, if an order had been made for winding-up the Company altogether by the Court.

Where an order has been made for winding-up a Company compulsorily, or where an order has been made, in pursuance of the said one hundred and fourteenth Section, for the continuance of a voluntary winding-up, the Court may make such order as it thinks just as to the inspection by the creditors and contributories of books and papers of the Company, and such books and papers may be inspected by creditors or contributories, in conformity with such order of the Court, but not further or otherwise.

Where an order has been made, in pursuance of the said one hundred and fourteenth Section, for the continuance of a voluntary winding-up, and such order is afterwards superseded by an order directing the Company to be wound-up compulsorily, the Court may in such last-mentioned order, or in any subsequent order, appoint the voluntary liquidators or any of them, either provisionally or permanently, and either with or without the addition of any other persons, to be official liquidators.

Where an order has been made for winding-up a Company compulsorily, or where an order has been made, in pursuance of the said one hundred and fourteenth Section, for the continuance of a voluntary winding-up, the liquidators may, with the sanction of the Court, and upon such notice to creditors as to the Court shall seem fit, at any stage of the winding-up pay any classes of creditors in full, or make such other arrangement with creditors as the Court may sanction; and any general or partial scheme of liquidation, if approved of by the Court, shall be binding on all the creditors and contributories of the Company.

Where a Company is being wound-up altogether voluntarily, or is being wound-up subject to the provisions of the said one hundred and fourteenth Section, the Company in general meeting may fill up any vacancy occasioned by the death or resignation of any liquidator or liquidators appointed by the Company.

Where any order is made for winding up a Company compulsorily, or for the continuance of a voluntary winding-up, subject to the provisions of the said one hundred and fourteenth Section, if it appear in the course of such winding-up, that any past or existing director, manager, public officer, or member of such Company has been guilty of any offence in relation to the Company for which he is criminally responsible, the Court may, on the application of any person interested in such winding-up, or of its own motion, direct the official liquidators, or the liquidators, (as the case may be), to institute and conduct a prosecution or prosecutions for such offence, and to order the costs and expenses to be paid out of the assets of the Company.

If the liquidators make default in reporting to the Registrar in the case of a Company being wound-up by the Court, the order declaring the Company to be dissolved, and, in the case of a Company being wound-up voluntarily, the resolution declaring the Company to have been fairly wound-up, they shall be liable to a penalty not exceeding Five Pounds for every day during which they are so in default; and moreover shall not, while so in default, be entitled to recover any compensation for their services as liquidators.

If at the expiration of twelve months from the date of the dissolution of any Company that has been wound up there remain in the hands of the liquidators any money, shares, or other property which they have been unable, by reason of the absence or death of any persons entitled thereto, or for any other reason, to distribute amongst the parties so entitled, the liquidators shall be deemed to be Trustees of such moneys, shares, or other property, and shall only pay of transfer such monies, shares, or other property in such manner as the Supreme Court may from time to time direct, upon petition in a summary way, or otherwise as the Court shall think fit.

The voluntary winding-up of a Company shall not prejudice the right of any creditor of such Company to institute proceedings for the purpose of having the same wound-up by the Court.

The Registration of Companies shall be conducted as follows, that is to say,—

The Governor may from time to time appoint such registrars, assistant registrars, clerks, and servants as he may think necessary for the registration of Companies under this Act, and remove them at pleasure:

The Governor may make such regulations as he thinks fit, with respect to the duties to be performed by any such registrars, assistant registrars, clerks, and servants as aforesaid:

The Governor may from time to time determine the place or places at which offices for the registration of Companies are to be established:

The Governor may from time to time direct a seal or Seals to be prepared for the authentication of any documents required for or connected with the registration of Companies:

Every person may inspect the documents kept by the Registrar of Joint Stock Companies; and there shall be paid for such inspection a fee of one shilling for each inspection; and any person may require a copy or extract of any document, or any part of any document, to be certified by the Registrar; and there shall be paid for such certified copy or extract a fee of sixpence for each folio of such copy or extract; and such certified copy shall be primá facie evidence of the matters therein contained in all legal proceedings whatever:

There shall be paid to any registrar, assistant registrar, clerk, or servant that may hereafter be employed in the registration of Joint Stock Companies, such salary as the Governor may direct, out of any monies duly appropriated for the purpose by the General Assembly.