of the corporation, and upon receiving an affidavit of the death of the nominator, the directors shall substitute the name of the nominee on its books in the place of the nominator, or may immediately pay to the nominee the amount due to the deceased member or depositor. 60 V., c. 38, s. 54. funds of intes 55. If any member, investor in, or depositor with the cor- Disposition of poration having in the funds thereof a sum of money not ex- tate members. ceeding $300, dies intestate and without making such nomination, then the amount due shall, without letters of administration taken out, be paid to the person who appears to the directors to be entitled under the Statute of Distributions to receive the same, upon the directors receiving an affidavit of death and intestacy, and that the person so claiming is entitled as aforesaid. 60 V., c. 38, s. 55. corporation 56. Where the directors after the decease of any member or Mistaken paydepositor, have paid such sum of money to the person who at mens by the the time appeared to be entitled to the effects of the deceased, when valid. under the belief that he died intestate without having appointed any nominee, the payment shall be valid and effectual with respect to any demand, from any other person as next of kin or as the lawful representative of the deceased member or depositor, against the funds of the corporation; but, nevertheless, the next of kin or representative shall have his lawful remedy for the amount of such payment as aforesaid against the person who has received the same. 60 V., c. 38, s. 56. proceeds of 60. In case of a sale of property mortgaged to the corpora- Disposition of tion, any surplus not exceeding $300, over and above the sale under amount due to the corporation and costs, derived from sale mortgages. under power of sale of any property mortgaged to the corporation, where the mortgagor or his assigns has or have died intestate, shall be personal property, whether the sale took place before or after the death of the mortgagor or person entitled to the equity of redemption. 60 V., c. 38, s. 60. creditors. 61. Where the amount standing to the credit of any Rights of depositor or shareholder exceeds $300, nothing in section 60 execution shall prejudice the right of any execution creditor in respect of any right or lien he may have in respect of such excess to the amount of the execution in the hands of the sheriff. Provided, however, that to the extent of $300, the amount Proviso. standing to the credit of any depositor or shareholder in a corporation registered under this Act, shall not while in the hands of the corporation or while in course of transmission from the corporation, be liable to demand, seizure or detention under legal process as against the said depositor or shareholder, or his nominee, assignee or representative, or as against any person to whom the corporation is authorized to pay said sum. 60 V., c. 38, s. 61. Short title. Application of Rev. Stat. c. 203. H ER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: 1. This Act may be cited as "The Joint Stock Companies Winding-up Act." R. S. O. 1887, c. 183, s. 1. 2. This Act shall apply to all incorporated companies or associations (including insurance corporations as defined by section 2 of The Ontario Insurance Act, but subject to the provisions of that Act), incorporated by the Legislature of this Province, or under the authority of any Act of this Province, and to all companies and associations which were incorporated by the Parliament of the Province of Upper Canada, or of the Province of Canada, or under the authority of any Act of the Province of Canada, whose incorporation and the affairs thereof, in the particulars hereinafter mentioned, are subject to the legislative authority of this Province. R. S. O. 1887, c. 183, s. 2; 60 V., c. 3, s. 3. INTERPRETATION. 3. Where the words following occur in this Act they shall be construed in the manner hereinafter mentioned, unless a contrary intention appears : Power of 1. "Court" shall mean any County Court; and any Judge of "Court." a County Court may at any time exercise all the powers con- County Court ferred by this Act upon the Court; Judge. tory." 2. "Contributory" shall mean every person liable to contri- "Contribubute to the assets of a company under this Act, in the event of the same being wound up; and shall, also, in all proceedings prior to the final determination of such persons, include any person alleged to be a contributory; Case of death of contribu 3. If a contributory dies either before or after he has been placed on the list of contributories hereinafter mentioned, his tory. personal representatives, heirs and devisees shall be liable in due course of administration to contribute to the assets of the company in discharge of the liability of such deceased contributory, and such personal representatives, heirs, and devisees shall be deemed to be contributories accordingly; nary resolu 4. "Extraordinary resolution" shall mean a resolution passed "Extraordiby a majority of not less than three-fourths of such members tion." of the company, for the time being entitled to vote, as may be present in person, or by proxy (in cases where by the Act or charter or instrument of incorporation or the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution has been duly given; " lution." 5. 'Special resolution" shall mean a resolution passed in the "Special resomanner necessary for an extraordinary resolution, where the resolution after having been so passed as aforesaid has been confirmed by a majority of such members (entitled according to the Act, charter or instrument of incorporation or the regulations of the company to vote) as may be present, in person or by proxy, at a subsequent general meeting of which notice has been duly given, and held at an interval of not less than fourteen days, or more than one month from the date of the meeting at which the resolution was first passed. R. S. O. 1887, c. 183, s. 3. 6. Those persons only who for the time being are entitled to vote at general meetings of the company for the purposes of this Act shall be deemed to be members of the company. 53 V., c. 49, s. 4. "Members of the company." When companies may be untarily. WHEN COMPANIES MAY BE WOUND UP. 4. A company may be wound up under this Act: 1. Where the period, if any, fixed for the duration of the wound up vol- company by the Act, charter or instrument of incorporation has expired; or where the event (if any) has occurred, upon the occurrence of which it is provided by the Act or charter or instrument of incorporation that the company is to be dissolved, and the company in general meeting has passed a resolution requiring the company to be wound up; On special resolution. On extraordinary resolution. When by order of the Court. Commence ing up. 2. Where the company has passed a special resolution (as herein before defined) requiring the company to be wound up; 3. Where the company (though it may be solvent as respects creditors) has passed an extraordinary resolution (as hereinbefore defined) to the effect that it has been proved to their satisfaction that the company cannot by reason of its liabilities continue its business, and that it is advisable to wind up the same. R. S. O. 1887, c. 183, s. 4. 5. Where no such resolution has been passed as mentioned in the next preceding section, the Court may, on the application of a contributory, make an order for winding up, in case the Court is of opinion that it is just and equitable that the company should be wound up. R. S. O. 1887, c. 183, s. 5. 6. A winding up shall be deemed to commence at the time ment of wind- of the passing of the resolution authorizing the winding up, or of making the order directing the winding up. R. S. Ŏ. 1887, c. 183, s. 6. Registration REGISTRATION. 7. A copy of the resolution or order for winding up, certified of winding up by the liquidator, may be registered in the registry office of any registry division wherein the company has any real estate; the resolution or order shall be accompanied by a description of the real estate belonging to the company in the registry division, and certified by the liquidator to be a correct description; and the registrar shall register the order and description upon payment to him of a fee of $1. R. S. O. 1887, c. 183, s. 7. Consequences of commenc CONSEQUENCES OF COMMENCING TO WIND UP. 8. The following consequences shall ensue upon the coming to wind up. mencement of the winding up of a company under the authority of this Act: Extent to which com pany to exist after commencement of winding up. 1. The company shall, from the date of the commencement of the winding up, cease to carry on its business, except in so far as may be required for the beneficial winding up thereof; and any transfers of shares, except transfers made to or with the sanction of the liquidators, or any alteration in the status of the members of the company, after the commencement of the winding up, shall be void, but the corporate state and all the corporate powers of the company shall, notwithstanding it Transfer of may be otherwise provided by the Act, charter or instrument of incorporation, continue until the affairs of the company are wound up. shares. company. 2. The property of the company shall be applied in satisfac- Property of tion of its liabilities, and subject thereto, and to the charges incurred in winding up its affairs, shall (unless it is otherwise provided by the Act, charter, or instrument of incorporation) be distributed amongst the members according to their rights and interests in the company. 3. Liquidators shall be appointed for the purpose of winding Liquidators. up the affairs of the company and distributing the property. 4. The company, in general meeting, shall appoint such per- Appointment of liquidators. sons or person as the company thinks fit to be liquidators or a liquidator, and may fix the remuneration to be paid to them or Remuneration to him, and they shall give such security as the contributories Security. or the Court may determine. 5. If one person only is appointed, all the provisions herein One liquicontained in reference to several liquidators shall apply to him dator. powers of 6. Upon the appointment of liquidators, all the powers of Cesser of the directors shall cease, except in so far as the company in directors. general meeting, or the liquidators, may sanction the continuance of such powers. eral liquida tors. 7. Where several liquidators are appointed, every power Powers of sevhereby given may be exercised by such one or more of them as may be determined at the time of the appointment, or at a subsequent meeting, or, in default of such determination, by any number not less than two. R. S. O. 1887, c. 183, s. 8 (1-7). 8. The members of the company may at any meeting appoint Appointment one or more inspector or inspectors, to superintend and direct of inspectors. the proceedings of the liquidator in the management and winding up of the estate; and in case of an inspector being appointed, all the powers of the liquidator shall be exercised Revocations. subject to the advice and direction of the inspectors; and the members of the company may also at any subsequent meeting held for that purpose, revoke any such appointment; and upon such revocation, or in case of death, resignation or absence from the Province of an inspector, may appoint another in his stead; and such inspector may be paid such remuneration as the members of the company may determine; and where anything is allowed or directed to be done by the inspectors, it may or shall be done by the sole inspector, if only one has been appointed. Remunera tion. |