5

made furthcoming to the liquidator: Pro- A.D. 1927.
vided that any arrester or poinder before
the date of such commencement or of such
resolution as the case may be, who is thus
deprived of the benefit of his diligence shall
have preference out of those funds or effects
for the expense bonâ fide incurred by him in
such diligence.

95. So much of subsection (4) of section two hundred Application 10 and fifteen of the principal Act (which empowers the to Scotland court to assess damages against delinquent directors of s. 215 of and others) as excludes in the case of a winding up in principal Scotland the provisions of the section as regards pro- [R. 7 (p.67).] moters and property other than money shall cease to 15 have effect.

Act.

96. Subsections (1), (2) and (3) of section two Application hundred and twenty-four of the principal Act (which to Scotland relates to information as to pending liquidations in of s. 224 of England) shall apply in the case of a company being principal 20 wound up in Scotland in like manner as they apply in [R. 6 (p.67).] the case of a company being wound up in England.

Act.

land.

[R. 3 (p.63).]

97.-(1) The provisions of subsections (1) and (2) Committees of section one hundred and fifty-two of the principal of inspection Act, in so far as they relate to the appointment of a in winding 25 committee of inspection, shall, with the substitution of up in Scot. the liquidator for the official receiver, apply when a winding up order has been made by the court in Scotland in like manner as they apply when a winding up order has been made by the court in England, and the 30 provisions of sections one hundred and fifty-one, one hundred and sixty (except subsection (9) thereof), and two hundred and fourteen of the principal Act, with regard to committees of inspection, shall apply to a committee of inspection appointed in pursuance of this 35 subsection:

Provided that, where the winding-up order has been made on the ground that the company is unable to pay its debts, it shall not be necessary for the liquidator to summon a meeting of the contributories, and any com40 mittee of inspection appointed shall consist of creditors or persons holding general powers of attorney from the

A.D. 1927.

Application to Scotland of s. 109 of principal Act.

Application

(2) A committee of inspection appointed in pursuance of this section or of section sixty-one of this Act shall have, in addition to the powers and duties conferred and imposed on it by the principal Act or this Act, the powers and duties of commissioners on a bank- 5 rupt estate subject to such modifications as may be made by general rules.

98. Subsections (7) and (8) of section one hundred and nine of the principal Act as amended by section forty-three of this Act shall not apply to Scotland, and 10 in lieu thereof the following provision shall have effect:

If from any report made in pursuance of subsection (6) of the said section it appears to the Board of Trade that any past or present director, 15. manager, officer or member of the company has been guilty of an offence in relation to the company for which he is criminally liable, the Board of Trade shall refer the matter to the Lord Advocate.

99.-(1) Sections sixty-two, sixty-three and sixtyto Scotland four of this Act shall not apply in the case of a company being wound up in Scotland.

of certain

provisions.

20

(2) A person guilty of a misdemeanour under subsection (2) of section sixty-seven of this Act shall be liable 25 on conviction on indictment to penal servitude for a period not exceeding seven years, or on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding one hundred pounds, or to both such imprisonment and fine.

30

(3) In its application to Scotland section seventyone of this Act shall have effect as if references to the Lord Advocate were substituted for references to the Director of Public Prosecutions and as if the provisions relating to direction to the liquidator to take proceed- 35 ings or empowering the liquidator to take proceedings were omitted therefrom.

(4) Subsections (2) and (3) of section seventy-six of this Act shall not apply to Scotland, and subsection (1) of the said section shall apply with the substitution for 40 the words "he was adjudged bankrupt" of the words "sequestration of his estates was awarded."

(5) In the application to Scotland of subsection A.D. 1927. (9) of section one hundred and nine of the principal Act as amended by section forty-three of this Act, and in section eighty-eight of this Act, references to a pro5 secution or to proceedings instituted by the Director of Public Prosecutions shall be construed as references to a prosecution or proceedings by or on behalf of the Lord Advocate.

100. In the winding up by the court of a company Attendance 10 registered in Scotland, the court shall have power to of director require the attendance of any director or other officer of of company at meeting the company at any meeting of creditors for the purpose of creditors. of giving information as to the trade, dealings, affairs or property of the company.

15

[R.10(p.66).]

bank.

[R. 1 (p.67).]

101. When a company registered in Scotland has Unclaimed been wound up, and is about to be dissolved, the dividends, liquidator shall lodge in a joint stock bank of issue in &c. to be Scotland (not being a bank in or of which the liquidator lodged in is acting partner, manager, agent or cashier) in the 20 name of the Accountant of Court the whole unclaimed dividends and unapplied or undistributable balances, and the deposit receipts therefor shall be transmitted to the Accountant of Court; and the provisions of section one hundred and fifty-three of the Bankruptcy (Scotland) 25 Act, 1913, so far as consistent with this Act, shall with any necessary modifications, apply to sums lodged in bank in pursuance of this section in like manner as they apply to sums deposited in pursuance of that enactment.

102. If the court, on the application of the liquidator Power of 30 in the voluntary winding up of a company registered in court to Scotland, so directs, no action or proceeding shall be stay proceedings proceeded with or commenced against the company against except by leave of the court, and subject to such terms company. as the court may impose.

35

[R. 3 (p.67).]

Costs of application

103. Where any petition or application for leave to proceed with an action or proceeding against a company for leave to which is being wound up in Scotland is unopposed and proceed is granted by the court, the costs of such petition or against application shall, unless the court otherwise directs, be company 40 added to the amount of the claim of the petitioner or being wound applicant against the company.

up.

A.D. 1927.

Repeal of
7 & 8 Geo. 5.

c. 18.

Short title, construc

GENERAL.

104. The Companies (Foreign Interests) Act, 1917, shall cease to have effect.

105. (1) This Act may be cited as the Companies Act, 1927, and shall be construed as one with the Com- 5 tion, repeal panies Acts, 1908 to 1917, and those Acts and this Act mencement. may be cited together as the Companies Acts, 1908 to

and com

8 Edw. 7.

c. 69.

1927.

(2) In this Act the expression" the principal Act" means the Companies (Consolidation) Act, 1908, and 10 references in this Act to the principal Act or to any provision of that Act shall be construed as references to that Act or that provision as amended by any subsequent enactment, including this Act.

(3) The enactments set out in the Third Schedule 15
to this Act are repealed to the extent specified in the
third column of that Schedule.

(4) Section eighty-five of this Act shall come into
operation on the passing of this Act and the other pro-
visions of this Act shall come into operation on the 20
appointed day and the appointed day shall be such day,
not later than the thirty-first day of December, nineteen
hundred and twenty-eight, as His Majesty may by Order
in Council appoint, and different days may be appointed
for different purposes and for different provisions of this 25

Act:

Provided that the appointed day for the purposes of the repeal of any particular enactment shall not be earlier than the day fixed as the appointed day for the coming into operation of the corresponding provisions of 30 this Act.

(5) This Act does not extend to Northern Ireland.

5

10

SCHEDULES.

FIRST SCHEDULE.

PART I.

Form of Statement in lieu of Prospectus to be filed by a
Company which does not issue a Prospectus or
which does not go to Allotment on a
Prospectus issued.

THE COMPANIES ACTS, 1908 TO 1927.

Statement in lieu of Prospectus
filed by

[Insert the name of the company.]

Pursuant to section 30 of the Companies Act, 1927.

Presented for filing by

A.D. 1927.

Section 30.