149:
protection just as much as creditorsâperhaps even more; shareholders are not partners for all purposes; they have not all the rights of partners; they have practically no voice in the management of the concern. Their security in a great measure depends on the directors adhering to the requirements of the Act.â Any one who is familiar with the
Companies Acts knows perfectly well that these registered limited companies are incorporated on certain conditions; they continue to exist on certain conditions; and they are liable to be dissolved on certain conditions. The important sections of the Act of 1862, with regard to dissolution, are ss. 79 and 82. Sect. 79 states the circumstances under which such a company may be dissolved by the Court, and s. 82 states the persons who may petition for a dissolution. Any article contrary to these sectionsâany article which says that the company is formed on the condition that its life shall not be terminated when any of the circumstances mentioned in s. 79 exist, or which limits the right of a contributory under s. 82 to petition for a winding-up, would be an attempt to enforce on all the shareholders that which is at variance with the statutory conditions, and is invalid. It is no answer to say that the right to petition may be waived by any contributory personally. I do not intend to decide whether a valid contract may or may not be made between the company and an individual shareholder that he shall not petition for the winding up of the company. That point does not arise now. But to say that a company is formed on the condition that its existence shall not be terminated under the circumstances, or on the application of the persons, mentioned in the Act is to say that it is formed contrary to the provisions of the Act, and upon conditions which the Court is bound to ignore. The view taken by Byrne J. was right, and the appeal must be dismissed.
28:
108:
case concerning liquidation when a company is unable to repay its debts. It held that a member cannot be prevented by a company constitution from bringing a winding up petition. It is, however, possible for a member to make a shareholder agreement and thus contract out of the right to bring a winding
148:
AC 324: âThese companies are the creature of statute, and by the statute to which they owe their being they must be bound in regard to shareholders as well as in regard to creditors in all matters coming within the conditions of the memorandum of association. Shareholders in these companies require
121:
of
Peveril Gold Mines Ltd said no member should petition for winding up unless two directors had consented or the general meeting had resolved or a petitioner held at least 20% of issued capital. A member asked for winding up without satisfying any of these conditions.
133:
held that the member was entitled to do so. He said âthese registered limited companies are incorporated on certain conditions; they continue to exist on certain conditions; and they are liable to be dissolved on certain conditions.â He pointed to the predecessors of
267:
138:
sections 122 and sections 124 and said they set out circumstance when a company can be dissolved by the court and who can petition. A member could not be restricted.
291:
255:
398:
144:
231:
393:
189:
38:
305:
130:
61:
182:
408:
175:
403:
219:
157:
118:
69:
153:
65:
8:
205:
135:
209:
363:
328:
317:
105:
142:
I will begin by reading the following passage from the speech of Lord
Macnaghten in
279:
387:
91:
373:
27:
167:
293:
Ayerst (Inspector of Taxes) v C&K (Construction) Ltd
385:
183:
190:
176:
26:
399:Court of Appeal (England and Wales) cases
386:
378:Principles of Corporate Insolvency Law
197:
171:
109:up petition outside of the company.
268:Re Windsor Steam Coal Co (1901) Ltd
13:
394:United Kingdom insolvency case law
380:(4th edn Sweet & Maxwell 2011)
368:Cases and Materials in Company Law
348:Cases and Materials in Company Law
306:Stonegate Securities Ltd v Gregory
14:
420:
340:
1:
356:
7:
346:L Sealy and S Worthington,
163:
125:
10:
425:
350:(9th edn OUP 2010) 745-746
314:
302:
288:
276:
264:
252:
244:Re Peveril Gold Mines Ltd
240:
228:
216:
203:
101:Re Peveril Gold Mines Ltd
90:
85:
80:
75:
57:
52:
44:
34:
25:
21:Re Peveril Gold Mines Ltd
20:
334:
112:
220:Re Rica Gold Washing Co
119:articles of association
151:
140:
409:1898 in British law
256:Pulsford v Devenish
206:Insolvency Act 1986
158:Vaughan Williams LJ
136:Insolvency Act 1986
70:Vaughan Williams LJ
370:(9th edn OUP 2010)
329:UK insolvency law
324:
323:
318:UK insolvency law
223:(1879) 11 Ch D 36
198:Liquidation cases
106:UK insolvency law
97:
96:
416:
404:1898 in case law
351:
344:
294:
280:Mann v Goldstein
192:
185:
178:
169:
168:
145:Welton v Saffery
53:Court membership
30:
18:
17:
424:
423:
419:
418:
417:
415:
414:
413:
384:
383:
359:
354:
345:
341:
337:
325:
320:
310:
298:
292:
284:
272:
260:
248:
236:
232:Knowles v Scott
224:
212:
199:
196:
166:
131:Lord Lindley MR
128:
115:
81:Lord Lindley MR
68:
64:
62:Lord Lindley MR
39:Court of Appeal
12:
11:
5:
422:
412:
411:
406:
401:
396:
382:
381:
371:
358:
355:
353:
352:
338:
336:
333:
332:
331:
322:
321:
315:
312:
311:
303:
300:
299:
289:
286:
285:
277:
274:
273:
265:
262:
261:
253:
250:
249:
241:
238:
237:
229:
226:
225:
217:
214:
213:
204:
201:
200:
195:
194:
187:
180:
172:
165:
162:
127:
124:
114:
111:
104:1 Ch 122 is a
95:
94:
88:
87:
83:
82:
78:
77:
73:
72:
59:
58:Judges sitting
55:
54:
50:
49:
46:
42:
41:
36:
32:
31:
23:
22:
9:
6:
4:
3:
2:
421:
410:
407:
405:
402:
400:
397:
395:
392:
391:
389:
379:
375:
372:
369:
365:
364:S Worthington
361:
360:
349:
343:
339:
330:
327:
326:
319:
313:
308:
307:
301:
296:
295:
287:
282:
281:
275:
270:
269:
263:
258:
257:
251:
246:
245:
239:
234:
233:
227:
222:
221:
215:
211:
207:
202:
193:
188:
186:
181:
179:
174:
173:
170:
161:
159:
155:
150:
147:
146:
139:
137:
132:
123:
120:
110:
107:
103:
102:
93:
89:
84:
79:
76:Case opinions
74:
71:
67:
63:
60:
56:
51:
47:
43:
40:
37:
33:
29:
24:
19:
16:
377:
367:
362:L Sealy and
347:
342:
304:
290:
278:
266:
254:
243:
242:
230:
218:
152:
143:
141:
129:
116:
100:
99:
98:
15:
160:concurred.
92:Liquidation
388:Categories
357:References
283:1 WLR 1091
154:Chitty LJ
66:Chitty LJ
259:2 Ch 625
247:1 Ch 122
235:1 Ch 717
164:See also
126:Judgment
86:Keywords
48:1 Ch 122
45:Citation
374:R Goode
309:Ch 576
297:AC 167
271:Ch 609
210:73-174
335:Notes
113:Facts
35:Court
316:see
156:and
117:The
208:ss
390::
376:,
366:,
191:e
184:t
177:v
Text is available under the Creative Commons Attribution-ShareAlike License. Additional terms may apply.
