For the purposes of this Part of this Act the expression “unregistered company” shall not include a railway company incorporated by Act of Parliament (except in so far as is provided by the [13 & 14 Vict. c. 83.] Abandonment, of Railways Act, 1850, and the [32 & 33 Vict. c. 114.] Abandonment of Railways Act, 1869, and any Acts amending them), nor a company registered under the Joint Stock Companies Acts, or under the Companies Act, 1862. or tinder this Act, hut, save as aforesaid, shall include any partnership, association, or company consisting of more than seven members, and any trustee savings bank certified under the [26 & 27 Vict. c. 87.] Trustees Savings Banks Act, 1863, and any limited partnership.
(1)Subject to the provisions of this Part of this Act, any unregistered company may be wound up under this Act, and all the provisions of this Act with respect to winding up shall apply to an unregistered company, with the following exceptions and additions :—
(i)An unregistered company shall, for the purpose of determining the court having jurisdiction in the matter of the winding up, be deemed to be registered in that part of the United Kingdom where its principal place of business is situate ; or if it has a principal place of business situate in more than one part of the United Kingdom, then in each part of the United Kingdom where it has a principal place of business ; and the principal place of business situate in that part of the United Kingdom in which proceedings are being-instituted shall, for all the purposes of the winding up, be deemed to be the registered office of the company :
(ii)No unregistered company shall be wound up under this; Act voluntarily or subject to supervision :
(iii)The circumstances in which an unregistered company may be wound up are as follows (that is to say):—
(a)If the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs ;
(b)If the company is unable to pay its debts ;
(c)If the court is of opinion that it is just and equitable that the company should be wound up :
(iv)An unregistered company shall, for the purposes of this Act, be deemed to be unable to pay its debts :—
(a)If a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding; fifty pounds then due, has served on the company, by leaving at its principal place of business, or by delivering to the secretary or some director, manager, or principal officer of the company, or by otherwise serving in such manner as the court may approve or direct, a demand under his hand requiring the company to pay the sum so due, and the company has for three weeks after the service of the demand neglected to pay the sum, or to secure or compound for it to the satisfaction of the creditor ;
(b)If any action or other proceeding has been instituted against any member for any debt or demand due, or claimed to be due, from the company, or from him in his character of member, and notice in writing of the institution of the action or proceeding having been served on the company by leaving the same at its principal -place of business, or by delivering it to the secretary, or some director, manager, or principal officer of the company, or; by otherwise serving the same in such manner as the. court may approve or direct, the company has not . within ten days after service of the notice. paid, secured, or compounded for the debt or demand, or procured the action or proceeding to be stayed, or indemnified the defendant to his reasonable satisfaction against the action or proceeding, and against all costs, damages, and expenses to be incurred by , him by reason of the same ;
(c)If in England or Ireland execution or other process issued on a judgment, decree, or order obtained in any court in favour of a creditor against the company, or any member thereof as such, or any person authorised to be sued as nominal defendant on behalf of the company, is returned unsatisfied ;
(d)If in Scotland the induciæs of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest, have expired without payment being made ;
(e)If it is otherwise proved to the satisfaction of the court that the company is unable to pay its debts :
(v)The court having jurisdiction to wind up a railway company under the Abandonment of Railways Act, 1850, and the Abandonment of Railways Act, 1869, and the Acts amending them, shall be the High Court in England or Ireland, or the Court of Session in Scotland, according as the railway was authorised to be made in England, Ireland, or Scotland, and the special provisions of those Acts shall apply to the winding up with the substitution of references to this Act for references to the Companies Acts, 1862 and 1867.
Provided that, subject to general rules and to orders of transfer made, as respects England, under the authority of the [36 & 37 Vict. c. 66.] Supreme Court of Judicature Act, 1873, and, as respects Ireland, under the authority of the [40 & 41 Vict. c. 57.] Supreme Court of Judicature (Ireland) Act, 1877, the jurisdiction of the High Court in England or Ireland under this provision shall be exercised by the Chancery Division of that Court:
(vi)A petition for winding up a trustee savings bank may be presented by the National Debt Commissioners, or by a commissioner appointed under the [50 & 51 Vict. c. 47.] Trustee Savings Banks Act, 1887, as well as by any person authorised under the other provisions of this Act, to present a petition for winding up a company :
(vii)In the ease of a limited partnership the provisions of this Act with respect to winding up shall apply with, such medications (if any) as may be provided by rules made by the Lord Chancellor with the concurrence of the President of the Board of Trade, and with the substitution of general partners for directors.
(2)Nothing in this Part of this Act shall affect the operation of any enactment which provides for any partnership, association, or company, being wound up, or being wound up as a company or as an unregistered company, under any enactment' repealed by this Act, except that references in any such first-mentioned, enactment to any such repealed enactment shall be read as references to the corresponding provision (if any) of this Act.
(1)In the event of an unregistered company being wound up every person shall be deemed to be a contributory who is liable to pay or contribute to the payment of any debt or liability of the company, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members among themselves, or to pay or contribute to the payment of the costs and expenses of winding up the company, and every contributory shall be liable to contribute to the assets of the company all sums due from him in respect of any such liability as aforesaid :
Provided that, in the case of an unregistered company within the stannaries, a past member shall not be liable to contribute to the assets of the company if he has ceased to be a member for two years or more either before the mine ceased to be worked or before the date of the winding-up order.
(2)In the event of the death, bankruptcy, or insolvency, of any contributory, or marriage of any female contributory, the provisions of this Act with respect to the personal representatives, heirs, and devisees of deceased contributories, to the trustees of bankrupt or insolvent contributories, and to the liabilities of husbands and wives respectively, shall apply.
The provisions of this Act with respect to staying and restraining actions and proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding-up order shall, in the case of an unregistered company, where the application to stay or restrain is by a creditor, extend to actions and proceedings against any contributory of the company.
Where an order has been made for winding up an unregistered company, no action or proceeding shall be proceeded with or commenced against any contributory of the company in respect of any debt of the company, except by leave of the court, and subject to such terms as the court may impose.
If an unregistered company has no power to sue and be sued in a common name, or if for any reason it appears expedient, the court may by the winding-up order, or by any subsequent order, direct that all or any part of the property, real and personal (including things in action), belonging to the company, or to trustees on its behalf, is to vest in the liquidator by his official name, and thereupon the property or the part thereof specified in the order shall vest accordingly ; and the liquidator may, after giving such indemnity (if any) as the court may direct, bring or defend in his official name any action or other legal proceeding relating to that property, or necessary to be brought or defended for the purposes of effectually winding up the company and recovering its property.
The provisions of this Part of this Act with respect to unregistered companies shall be in addition to and not in restriction of any provisions herein-before in this Act contained with respect to winding up companies by the court, and the court or liquidator may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by it or him in winding up companies formed and registered under this Act; but an unregistered company shall not, except-in the event of its being wound up, be deemed to be a company under this Act, and then only to the extent provided by this Part of this Act.