Confirmation of such bylaw. Proof before Power of At eral to swear 4769. At any time, not more than six months after the sanction of such by-law, the directors may petition the LieutenantGovernor to confirm the same. 2. With such petition, the directors must produce such by-law, and establish to the satisfaction of the Attorney-General, so that he may report thereon, the due passage and sanction of such by-law, and the bonâ fide character of the increase of capital thereby provided for. 3. To that end the Attorney-General or his assistant may take torney-Gen and keep of record any requisite evidence in writing, under oath or affirmation, and may administer every requisite oath or affirmation. 45 V., c. 48, s. 3. and hear witnesses. Effect of con Lieutenant 4770. Upon due proof so made, the Lieutenant-Governor firmation by in Council may confirm the said by-law; and notice thereof Governor and shall be forthwith given by the Provincial Secretary in the publication of Quebec Official Gazette; and thereupon, from the publication of by-law. Fee to be firmation of by-law. such notice, the capital stock of the company shall be increased, to the amount, in the manner, and subject to the conditions set forth in such by-law; and the whole of the stock, as so increased, becomes subject to the provisions of its act of incorporation, in like manner (so far as may be) as though every part thereof had formed part of the stock originally subscribed. 45 V., c. 48, s. 4. 4771. There shall be paid, for the confirmation of such paid for con- by-law, the same fee as is payable on supplementary letterspatent, granted and issued under section second of this chapter. respecting the incorporation of joint stock companies. 45 V., c. 48, s. 5. See Order in Council of the 27th January, 1871, published with statutes of 1882, page x. Powers of rations, ex tended. §4.-Powers of certain corporations to employ more profitably the real estate in their possession. the 4772. All corporations in this Province, which cannot limited corpo- acquire real estate except to a limited amount, under the provisions of their charters, or of the law, have right, whenever they dispose of or alienate any real estate belonging to them, to apply the price thereof to the acquisition of other real estate, and also to receive the revenues thereof, and to employ the same for the objects for which they wereconstituted. 42-43 V., c. 34, s. 1. Voluntary SECTION V. VOLUNTARY WINDING UP OF JOINT STOCK COMPANIES. §1.-Method of Winding up. 4773. Any joint stock company, incorporated by letters VOLUNTARY WINDING UP OF JOINT STOCK COMPANIES. 361 patent issued under section second of this chapter, or to which winding up section first of this chapter applies, may be wound up volun- of joint stock companies. tarily, whenever the directors deem it expedient that the company shall be dissolved. 42-43 V., c. 31, s. 1. ing dissolu 4774. The directors shall thereupon convene a general meet- General meeting of the shareholders, mentioning in the notice that the dis- ing respectsolution of the company will be proposed at such meeting. tion. 42-43 V., c. 31, s. 2. submitted. 4775. The resolution of the directors, declaring it to be Resolution of expedient that the company should be wound up voluntarily, directors shall be submitted to the general meeting of the shareholders, and if such meeting pass, by a majority representing not less Formalities. than two-thirds of the stock, a resolution that the company shall be wound up voluntarily and dissolved, then the company Effect of shall forthwith subsist and carry on business for the only of winding up its affairs. 42-43 V., c. 31, s. 3. purpose dissolution. 4776. The corporate state and corporate powers of the com- Corporate pany shall continue until its affairs are wound up. 42-43 V., powers conc. 31, s. 4. § 2.-Liquidators. tinued. tors. 4777. At the general meeting, a liquidator or liquidators Appointment shall be appointed for the purpose of winding up the affairs of of liquidathe company and of distributing its assets; and thereupon the board of directors shall cease to exist. 42-43 V., c. 31, s. 5. 4778. If any vacancy occur in the office of liquidator by Vacancy in death, resignation or otherwise, the company may, at a general office of liquimeeting, fill up such vacancy; and such general meeting may be convened by the continuing liquidator or liquidators, or by any shareholder. dators. The company may also, at a general meeting convened by Removal of any three shareholders, on notice mentioning that the removal liquidators. of the liquidators or of any liquidator will be proposed, remove such liquidator or liquidators, and appoint another or others in his or their place. 42-43 V., c. 31, s. 6. 4779. In default, at any time, of the shareholders appointing Appointment of liquidators or replacing a liquidator or liquidators, any judge of the Superior by the court. Court, in the district where the company has its chief office or principal place of business, may, on application of a shareholder, after a default of fifteen days, appoint a liquidator or liqui dators. val. The judge may also, on due cause shown, remove any liqui- Their remodator; and he may, after a default of fifteen days on the part of the shareholders to do so, appoint another. 42-43 V., c. 31, s. 7. 4780. Notice of the resolution, passed by the shareholders Registration of notice of for winding for the winding up and dissolution of the company, shall be the resolution registered forthwith in the office of the prothonotary of the Superior Court for the district, and in the registry office for the registration division, in which the company has its chief office or principal place of business. up. Notice to Notice of such resolution shall also be given to the Provincial Secretary and Secretary, and be published by him in the Quebec Official Gazette. 42-43 V., c. 31, s. 8. publication. Duties of liquidators, and their powers generally. Powers when several are appointed. Payment of debts, &c. Collection of sums due. 4781. The liquidator or liquidators shall take into his or their custody, and under his or their control, all the assets of the company, and shall, subject however to such limitations as may be determined by the resolution of the shareholders for the dissolution of the company, have power: 1. To bring or defend any action or other judicial proceeding in the name and on behalf of the company; 2. To carry on the business of the company, so far as may be necessary for the beneficial winding up of the same, and to collect all moneys due to it; 3. To sell the moveable and immoveable property of the company, by public auction or private sale, and either in block or in parcels; provided that, at a general meeting of the shareholders, the majority have given their consent to such sale in block; 4. To execute, in the name and on behalf of the company, all deeds, acquittances, receipts and other documents; 5. To draw, accept, make or endorse bills of exchange, or promissory notes, in the name and on behalf of the company; and to raise upon the security of the assets of the company, from time to time, any requisite sums of money; 6. To do and execute all such other acts and things as may be necessary for winding up the affairs of the company and distributing its assets, including the power to compromise, at discretion, all claims and rights appertaining to the company. 42-43 V., c. 31, s. 9. 4782. When several liquidators are appointed, their powers may be validly exercised by the majority of them. 42-43 V., c. 31, s. 10. 4783. The liquidator or liquidators shall first pay the debts of the company, and the costs, charges and expenses of winding it up, and shall afterwards distribute the balance of the proceeds of the assets among the shareholders, according to their rights and interests in the company. 42-43 V., c. 31, s. 11. 4784. The liquidator or liquidators shall recover and collect unpaid calls, in full or proportionately as the case may require, from shareholders in default, should he or they deem it necessary; but in case of the non-collection in whole or in part of such unpaid calls, the shareholders in default shall only rank in the distribution when those who have paid more shall have VOLUNTARY WINDING UP OF JOINT STOCK COMPANIES. been ranked for the excess so paid by them. 42-43 V., c. 31, s. 12. dators. 363 4785. The shareholders shall determine the remuneration Remuneraof the liquidator or liquidators; and also whether or not he or tion of liquithey shall give security for his or their administration, specifying when security is to be given and the amount thereof. 42-43 V., c. 31, s. 13. year. 4786. In the event of the winding up continuing for more If winding up than one year, the liquidator or liquidators shall call a general lasts over a meeting of the shareholders, at the end of the first year, and at the end of each succeeding year, or so soon thereafter as may be convenient; and he or they shall lay before such meetings an account, showing his or their acts and dealings, and the manner in which the operations for the winding up have been conducted during the preceding year. 42-43 V., c. 31, s. 14. up by 4787. As soon as the affairs of the company are fully Statement wound up, the liquidator or liquidators shall make up an after winding account showing the cash on hand at the date on which the liquidators. company was placed in liquidation, the property of the company disposed of, the amounts realized, the sums paid, and generally the manner in which such winding up has been conducted, and shall attest the same before a justice of the peace; and thereupon, he or they shall call a general meeting of the company for the purpose of laying such account before the shareholders, and of having the same confirmed. 42-43 V., c. 31, s. 15. Secretary. 4788. The liquidator or liquidators shall make a return Notice to to the Provincial Secretary of such meeting having been Provincial held, and also of such meeting having confirmed the account showing the manner in which the winding up has been conducted. The Provincial Secretary shall cause such return to be Registration. registered in the registers of the Province; and forthwith, on Effect thereof. the registration thereof, the company shall be dissolved. 42-43 V., c. 31, s. 16. $3.-Proceedings after Dissolution. Provincial 4789. The Provincial Secretary shall, without delay, Notice of publish a notice of the dissolution of the company in the dissolution by Quebec Official Gazette; and the liquidator or liquidators shall Secretary. also forthwith register a notice of the dissolution, in the office dissolution. of the prothonotary of the Superior Court for the district, and Registration in the registry office for the registration division, in which the of notice of company had its chief office or principal place of business. 4243 V., c. 31, s. 17. 4790. Within thirty days after the date of the dissolution Deposit with Provincial of debts and Deposit of books, accounts, &c. Neglect to deposit. Rendering of accounts. of the company, the liquidator or liquidators shall deposit with the Provincial Treasurer the amount of all debts and of all dividends which may then be unclaimed and unpaid, with a statement thereof attested before a justice of the peace; and the money so deposited shall be treated as a deposit under section nineteenth of chapter fifth of title fourth of these Revised Statutes respecting judicial and other deposits; and when claimed shall be paid over to the persons entitled thereto. 42-43 V., c. 31, s. 18. 4791. Within the same period of thirty days, the liquidator or liquidators shall deposit, in the office of the prothonotary of the Superior Court for the district in which the company had its chief office or principal place of business, the books, accounts and documents of the company, and also the sworn account submitted to the shareholders and confirmed by them, showing the manner in which the winding up has been conducted, and a duplicate of the sworn statement of the moneys deposited with the Provincial Treasurer. 42-43 V., c. 31, s. 19. 4792. If the liquidator or liquidators neglect to deposit the moneys with the Provincial Treasurer, or to deposit the books, accounts and documents as provided in the two preceding articles, he or they severally shall be liable to a penalty not exceeding ten dollars for every day during which he or they are in default. 42-43 V., c. 31, s. 20. 4793. The liquidator or liquidators shall be bound to render his or their accounts and to pay over the moneys for which he is or they are accountable, under the same obligations and penalties as a curator to the property of a dissolved corporation under the Civil Code and the Code of Civil Procedure. 42-43 V., c. 31, s. 21. SECTION VI. GAS AND WATER COMPANIES. Interpretation of words §1.-Interpretative and Declaratory. 4794. The word "company," wherever it occurs in this section, shall be construed to mean a joint stock company "company." incorporated by registration under the provisions of the acts respecting incorporated joint stock gas and water companies. C. S. C., c. 65, s. 85. Rights of 4795. Nothing in this section shall authorize any company other compa- established under it to interfere with or infringe upon any nies protectexclusive privilege granted to any other company. C. S. C., c. 65, s. 86. ed. |