the judge (in chambers), from time to time, an official liquidator is authorized to remove names from the list of contributories; and

8023. Addition of Names.-To add other names in addition to or instead thereof; and

8024. Every person newly put on the list is separately entitled to notice (8021), and to appear and state objections, previously to his being formally settled upon the list.

WHO ARE CONTRIBUTORIES?

8025. When a time is appointed for settling a list of contributories, the question then arises who is liable to be placed upon the list?

8026. Abortive Companies.-It has been decided that an ordinary member of a company which has never done any business, and which, therefore, has never had any bonâ fide creditors, is not liable as a contributory in winding up such company; therefore,

8027. Original Promoters.-When a company has proved abortive, and has done no business, the costs of a formal winding up thereof must be paid by the directors, subscribers to the memorandum (7416), or other original promoters, independently of ordinary members.

8028. Definition of Liability.-The Act defines a person to be liable to be put on a list of contributories of a company winding up, if at the time of commencing the winding up he was a member of the company, or a past member within certain limits (8445); therefore,

8029. Present Members Inevitably.-Every person who, at the commencement of winding up a company, was really a member thereof must submit to be placed upon the list of contributories;

for,

8030. Evasion Impossible.-No person has any chance of evading the liability of appearing as a member upon a list of contributories, unless he can prove that, at the time of commencing the winding up, he really was not a member of the company; consequently,

8031. Evidence of Membership.-So far as the liability of members to become contributories is concerned, all the points must be considered which might have proved or disproved membership (7699) had no winding up ever taken place; for,

8032. Ostensible Membership.-A person who has put himself forward as a member of a company, and has taken any advantage by that position, cannot afterwards turn round, in consequence of a winding up, and say that he was not a meinber.

VAIN EXCUSEC.

8033. It may be possible to pick holes in a prospectus (7615), or a report (7823), or a balance-sheet (7803), and to found thereon a plea of having been deceived into becoming a member by false representations; yet,

8034. Active Membership.—If a person has remained a member, and has acted as such; or,

8035. Acceptance of Advantages.-Has taken dividends upon his

shares ;

8036. Fatal Acquiescence.-Such conduct will be construed into acquiescence which cannot be withdrawn; but,

8037. Mere Purchasers.-When a person has been induced' to buy shares in a company; and

8038. No Advantage.—Has never taken any advantage thereby ; and

8039. Proved Misrepresentation.—Can prove that misrepresentations were made by the directors (7608) or the company (7613); and

8040. Non-Acquiescence.—That he has never done any act that can be construed into acquiescence, he may, as against the company (8042), get his name removed from a list of contributories; hence,

8041. Removal.-A person who has been a mere purchaser of shares in a company may, upon an order for winding up, in some cases get his name removed from the list of contributories; yet,

8042. Liability to Creditors.-If the resources of the company prove insufficient to pay the creditors in full, he is liable, as between himself and the creditors (8040), to have his name afterwards settled upon the list, for the purpose of making up the deficiency.

PAST MEMBERS.

8043. Easily Defined. The liability of past members (7745) to be placed upon a list of contributories to a company in course of winding up, depends upon much more definite rules than those which apply to members who cannot claim to be "past"; for,

8044. Evasion Impossible.-A person who is entered as a past member of a company is usually so designated upon evidence so irrefragable, as to render it impossible (as in some cases of alleged present members) for him to plead that he never was a member; so that,

8045. Lapse of Time.-The only chance for a past member of a company to escape being settled upon a list of contributories is an appeal to lapse of time, which, under distinct provisions of the Act, is very clearly settled (7761); but,

8046. No Escape.—If a person's name is entered upon a list of contributories as a past member, and time enough has not elapsed to render him exempt (7761), no power can remove him from a list of contributories; and

8047. Revival of Liability.-His liability to contribute may revive after a lapse of several years (7757).

MISTAKES UPON REGISTERS.

8048. The chief ostensible reason for the judge being required to go through a formal settlement of the list of contributories (8020), and to give notice thereof (8021), is in order that any actual mistakes upon the register of the company may be rectified, upon evidence that such mistakes exist; thus,

8049. Neglected Transfers.-If a shareholder sells his shares. and gets a transfer duly executed, and gives notice at the office of the company of such transfer, and the officers of the company neg lect their duty in that behalf, and fail to register the transfer, such shareholder, in the event of subsequent winding up, can claim to have his name removed from the register, and, if sufficient time has elapsed (7761), from list of contributories also; on the other hand,

8050. Omission no Exoneration.-If a person purchases shares, and executes a transfer thereof (7389), and notice of the transaction is given to the company, and the officers of the company omit to enter his name upon the register, such omission will not exonerate him :

8051. Undoubted Liability.—If the error is discovered (no matter when), the past member, or the liquidator, can either of them place the name of that person on the register, and on the list of contributories.

CONDITIONAL TRANSFERS.

8052. Vendors Exonerated.—When the articles of association of a company impose special conditions of transfer (7736), and those conditions are delayed or unreasonably refused (7738), and the transferor has left nothing undone on his part to facilitate the transfer, such transferor, upon proof that his name should have been removed from the register at a certain date, can claim to stand in such a position as if his name had been so removed at the proper time;

and

8053. Purchasers Committed.—If a person purchases shares, and executes a form of transfer (7761), subject to the fulfilment of subsequent conditions by other persons (7738), and no reasonable cause can be assigned for having omitted to comply with the conditions,

the non-fulfilment of those conditions will not exonerate such purchaser; he must submit to be placed upon the list of contributories, as if the conditions had been fulfilled; on the other hand,

VOID TRANSFERS.

8054. Under Prohibition.-When the articles of a company absolutely prohibit the transfer of shares (7385), any person who sells his shares retains his liability, in the event of winding up, as fully as if he had not effected a sale; and

8055. Sanction and Notice.—If a company, by its articles, requires every transfer of shares to be sanctioned by the directors, such transfer cannot take effect until after reasonable notice; and

8056. Abiding Liability.—If, meanwhile, the company proceeds to winding up, before there has been time for the directors to consider the transfer, the transferor remains liable as a present member; and

8057. Escape. The transferee escapes; while,

8058. Resistance to Transfers.—Directors of a company, who are duly empowered to sanction or refuse sanction to a transfer of shares, are fully entitled to insist upon refusing when the proposing transferor is a man of wealth, and the transferee is apparently without sufficient means to meet the liabilities which may probably arise upon the shares.

PROOF OF DEBTS.

8059. Delivery Sufficient.-When a company is winding up, creditors who have delivered their accounts in the ordinary course of business, are under no obligation to go through any formal proof of debts, unless they receive special notice to do so; but,

8060. Duty of Investigation.-It is the duty of a liquidator to investigate the debts and claims sent in to him, and to ascertain, from all the evidence he can procure, which of such debts and claims are justly due, and which are not; and

8061. List of Claims.-By the rules of Court (7907), every official liquidator is required to make out a list of the claims against the company;

8062. Discrimination.—Distinguishing, in his opinion, which are just and which are unjust; and

8063. Delivery to Judge.-To deliver such list to the judge in chambers at as early a date as may be; and

8064. Affidavit.-The judge, who is charged with the winding up of a company, upon receiving from the official liquidator a list of claims against the company, is empowered to require of the

official liquidator an affidavit of his belief that those which he has put down as just and those as unjust are so respectively; then,

8065. Judicial Decision.—After the official liquidator has made affidavit respecting the claims against the company, the judge may, if he thinks fit, forthwith declare such claims to be just as appear so upon the affidavit; or,

8066. Formal Proof.-He may require them to be formally proved before him, notwithstanding the affidavit; and

8067. Day for Settling Claims.—It is the duty of the judge, upon affidavit of the official liquidator, concerning the claims against a company winding up, to name a day when he will adjudicate upon disputed claims, and also upon any other or all of the claims ;

8068. Notices to Creditors.-When the judge has accepted the affidavit of the official liquidator, it is the duty of the latter to give notice to each creditor that his claim is allowed or disallowed, as the case may be; and

8069. Four Days.—The official liquidator of a company winding up must give each creditor whose claim has been ordered to be proved at least four' days notice of the time appointed for proof, with notice also that he is entitled to attend to prove his claim; and

8070. Allowance.-Upon the hearing for proof of debts against a company winding up, the judge, upon the evidence brought before him, is empowered to allow; or,

8071. Partly allow; or,

8072. Disallowance.-Disallow any claim which may be made; and

8073. Settlement of List.-May forthwith settle the list of creditors for the respective amounts he may determine; or,

8074. Adjournment.-Meetings for proof of debts, due by a company winding up, may be adjourned from time to time, at the discretion of the judge; and

8075. Certificate of Results.-The result of each adjudication must be stated in a certificate by the chief clerk, to be prepared after each meeting.

INTEREST.

8076. As Before.-Debts against a company, which carry interest previously to winding up, continue to do so afterwards in like proportion; and

8077. Four per Cent.-Creditors in respect of debts which, previously to the winding up, did not carry interest, are entitled, upon proof, to interest from the date of order, and henceforth, till paid,