In the High Court of Justice. Chancery Division. [Name of Judge]. In the matter [as in Form 313.] Take notice that this honourable Court will be moved before his lordship the Master of the Rolls [or the Vice-Chancellor -,] on day [If the motion is to be heard at a specially appointed hour, state the fact; as:] at eleven of the clock in the forenoon of that day, or so soon thereafter as counsel can be heard. [Here state on whose behalf the motion is to be made; as:] by Mr. A. as counsel on the part of the official liquidator of the above-named company, that [here state the object of the motion]. [If special leave has been obtained to give the notice for a non-motion day or for a motion day short of the ordinary two clear days after service, or for a special hour and place, state the fact; as:] And take also notice, that special leave to give this notice for the day (and hour and place) aforesaid has been obtained from his lordship the Master of the Rolls [or as the case may be]. Dated this day of B. C., of 188-. Form 314. Formal parts of notice of motion. Solicitor for the official liquidator of the above- To [insert names of solicitors or parties to whom the notice is to be given]. In the High Court of Justice. Chancery Division. In the matter &c. [As in Form 313.] I, A. B., of [here insert place, resulence, and description or addition], make oath and say as follows: 1. On the-day of, I, &c. [Here set out the statements.] Sworn, &c. This affidavit is filed on the part and behalf of the official liquidator of the above-named company [or as the case may be]. N. solicitor for the said official liquidator [or as the case may be]. Form 315. Formal parts of affidavit. Appointment of Official Liquidator. Title: see supra, Form 313. Notice is hereby given, that the Master of the Rolls [or, the Vice- Form 316. Chancellor has fixed-day, the-day of--[188] at- o'clock Advertisement in the noon, at his Chambers, in the Rolls-yard, Chancery Lane, [or of time fixed for appointing. Form 316. as the case may be] as the time and place for the appointment of an official liquidator of the above-named company. Dated this -th day of. A. B., Chief Clerk. See s. 92 of the Act, and Rules 8 and 9. The original advertisement signed by the chief clerk must be sent to the London Gazette office. Occasionally the official liquidator is appointel in court when the winding-up order is made. To obtain such an appointment the company and the other parties appearing on the petition should agree as to the person to be appointed, and there should be evidence of fitness, and circumstances should be shown rendering an immediate appointment desirable, eg. the importance of hastening the proceedings or saving expense. But the usual course is to appoint the liquidator in chambers after advertisement, as above. Generally the time for appointment is fixed, and the notice signed by the chief clerk, upon the return of the summons to proceed. See supra, Form 309. At the time fixed the parties attend, and if only one person is proposed, he will, if a proper person, be appointed; if more persons than one are proposed, the preference is generally given to the nominee of the petitioner. See further Buckley, 211. For form of proposal see Form No. 7 in schedule to rules: this form can easily be altered so as to suit the case of creditors. Evidence must be provided as to the fitness of the proposed liquidator, and the following affidavits will serve as examples. It is generally desirable to have more than one affidavit of fitness. Where a proper person has been chosen in chambers, an order can be made appointing him official liquidator, and directing him to give security within a time limited, or the appointment may be postponed until after he has given security. Perhaps the last-mentioned plan is that most commonly adopted. See further, infra, note to Form 326. Form 317. Affidavit of fitness. Formal parts: see supra, Form 315. 1. I have for more than [15 years] last past known as being well acquainted with W., of, public accountant, the person proposed to be appointed off. liq. of the above-named co. 2. The said W. is a member of the firm of--, public accountants, and has been a member of such firm for the whole period during which I have been acquainted with him. 3. The said W. is a person of respectability and integrity and of good credit, and in my judgment he is a fit and proper person to be appointed off. liq. of the said co. Form 318. Order appointing official liquidator. Upon the application, &c., and upon reading, &c., the judge doth hereby appoint R. P. H., of, &c., official liquidator of the above-named company. [If security has not been given add, and it is ordered that the said R. P. H. do on or before the day of-next, give security to be approved of by the judge.] And it is ordered that the said R. P. H. do on the--day of――, and -day of--18-, and on the same days in each succeeding year, leave his accounts at the chambers of the judge. And it is ordered, that all monies to be received by the said R. P. H. be paid by him into the Bank of England to the credit of the Form 318. account of the official liquidator of the said company within seven days after the receipt thereof. [In case two or more official liquidators are appointed add, and the judge doth declare that the following acts required or authorised by the above statutes to be done by the official liquidator, may be done by either [or, any one, or, two] of the official liquidators hereby appointed, that is to say, [describe the acts]; and that all other acts so required or authorised to be done, be done by both [or, all] the official liquidators hereby appointed.] The above is the form of order appointing an off. liq. given in the third schedule to Rules. The order usually provides for half-yearly accounts, but orders providing for yearly accounts are not uncommon. See Association of Land Financiers, Malins, V.-C., 26 Nov. 1878. 2132. Upon the application of S., &c., and upon reading the affidavit, &c., Form 319. and the recognisance dated the 9th of Feb., 1878, entered into by W. Appointment and A. and M. as his sureties, which recognisance has been approved by where security the judge and duly enrolled. Let the said W. be appointed official liqui- already given. dator of the above-named company, and [usual directions.] River Plate, &c., Co., Malins, V.-C., 13th Feb., 1878. 2357, B. Upon, &c., and upon reading the several affidavits, &c., the recogni- Form 320. sance dated 3rd Nov., 1878, acknowledged by B. and W., and a bond Appointment dated 27th Nov., 1878, by the same parties and The Association, where comLimited, duly enrolled on the 4th of December, 1878, Appoint B. and pany is surety. W. joint official liquidators of the above-named co. And [accounts, and payments into Bank]. The Tea Co., Hall, V.-C., 6th Dec., 1878. 2108, B. And it is ordered that the said official liquidator be at liberty to Form 321. exercise all the powers conferred by section 95 of the Companies Act, 1862, without the sanction or intervention of the Court. Section 96 of the Act of 1862 declares that the Court may provide by any order that the official liquidator may exercise any of the above powers [i.e. contained in s. 95] without the sanction or intervention of the Court. Orders similar to Form 321 are rarely made. One was made in Re the South Eastern of Portugal Railway Co., 17 W. R. 760, but it was discharged on appeal upon the ground that no case had been made out for the order. Orders have also been made by Malins, V.-C., in Re Elliott Brothers, Limited, 26 May, 1871, Reg. Lib. A. 1252, and by Bacon, V.-C., in Re Rochdale Property, &c., Co., 12 C. D. 775. In the case last mentioned the winding-up order appointed an official liquidator by name, without security, and contained a declaration "that all the acts required or authorised by the above statutes to be done by the official liqui Order under s. 96. dator may be done by the official liquidator hereby appointed without the previous sanction or interference of this Court." But query whether such an order is not ultra vires; it goes much further than s. 96. Form 322. Title: supra, Form 313. Notice is hereby given that the Master of the Rolls [or the ViceAdvertisement Chancellor -] has, by an order dated the -th day of ——, apto be official liquidator of the above-named comof of appointment. pointed, of pany. Dated this A. B., Chief Clerk. Rule 14 of the Gen. Ord. of 1862 provides that every appointment of an official liquidator shall be advertised in such manner as the judge shall direct, immediately after he has been appointed and given security. The original advertisement must be written on stamped form and sent to office of London Gazette. Appointment of Solicitor of Official Liquidator. Sec. 97 of the Act of 1862 enables the liquidator, with the sanction of the Court, to appoint a solicitor. The form of appointment is given in the Schedule to Rules, No. 12. The sanction is obtained on summons. As to duties of the solicitor, see Rule 68. Form 323. Summons to settle. Guarantee companies. Security of Official Liquidator. Formal parts: see Form 313. Let, &c., on the part of the official liquidator of the above named co. to settle the security to be given by him pursuant to the order in these matters made the day of See as to the security to be given by official liquidators s. 92 of the Act of 1862, and Rules 10, 11, and 12. The above summons is only used where the order appointing the liquidator directs him to give security. See Form 318. But in many cases security is given before the order of appointment. The chief clerk determines the amount and nature of the security to be given, and evidence as to the assets should be forthcoming. Where ordinary securities are to be proposed an affidavit as to means must be provided. See Form 10 in Schedule to Rules. And they will enter into a recognisance for the amount fixed. For form of recognisance see Form 9 in Schedule to Rules. But in many cases the bond of a guarantee company is accepted instead of the recognisance of ordinary sureties. The following are the chief London companies doing such business, viz.: The London Guarantee and Accident Company Limited -The Guarantee Society-The Provident Clerks and General Accident Insurance Company Limited. The premium is usually 10s. per cent. per annum. Where a person desires to have one of these companies for his sureties, he should apply for form of proposal. The proposal generally requires a reference to a banker and solicitor, and if the Form 323. reference is satisfactory, the proposal is accepted, and the applicant's solicitor will be furnished with a printed form of bond and affidavit as to the company's means, to be submitted to the chief clerk for approval. The following is the form of bond usually adopted: , company Know all men by these Presents, That I, B. of and We, Form 324. The Company Limited [or Society] are jointly and severally held Bond where and firmly bound unto the Right Honourable Sir George Jessel, Knight, guarantee the Master of the Rolls, and the Honourable Sir Richard Malins, Knight, sureties. the senior Vice-Chancellor of the High Court of Justice, Chancery Division, in the sum of 7. of lawful money of the United Kingdom. of Great Britain and Ireland, to be paid unto the said Sir George Jessel, Knight, and Sir Richard Malins, Knight, or one of them, or the executors or administrators of them, or one of them. For which payment well and truly to be made I, the said B., for myself, my heirs, exors. and admors., and every of them, and We, the said company [or society], for ourselves and our successors, do bind and oblige ourselves for the whole firmly by these presents. Sealed with the seal of the said B., and also with the seal of the said company [or society]. Dated the -- day of in the year of our Lord 188-. WHEREAS in the matter of the Companies Acts 1862 and 1867, and in the matter of The Company Limited the judge to whose court the winding up of the said company is attached, has by an order dated the day of appointed the said B. official liquidator of the said company, and has thereby directed him to give security to be approved of by the said judge [or, in case the security precedes the order appointing, has approved of the said B. as a proper person to be appointed official liquidator of the said company, upon his giving security]. AND WHEREAS the said judge has approved of The Company Limited above named, to be sureties for the said B. for the said sum of -7., and has also approved of the above bond, with the underwritten condition, together with the Recognisance of the said B. in the penal sum of -l., as a proper security to be entered into by the said B. and the said company pursuant to the said order and the general order of the court in that behalf, and in testimony of such approbation the chief clerk of the said judge hath signed an allowance in the margin hereof. Now the condition of the above-written bond or obligation is such that if the above bounden B., his executors or administrators, or some or one of them do and shall duly account for what he the said B. shall receive or shall become liable to pay as such official liquidator of the said company as aforesaid at such period and in such manner as the High Court of Justice or the judge thereof to whose court the windingup of the said company shall for the time being be attached shall appoint, and do and shall pay the same as such court or judge hath |