9911796707
TMI Blog1970 (12) TMI 42X X X X Extracts X X X X X X X X Extracts X X X X ..... in 1964. The petitioner is her personal representative under a grant of administration of her estate in this country. It has now been ascertained that the company at the date of its dissolution under section 353 of the Companies Act, 1948, had monies standing to its credit in a bank account in London, and it is desired to have the name of the company restored to the register and to have the company wound up by the court in order that the assets may be got in and distributed to the shareholder or persons who now represent shareholders in that company. Section 353 (6) provides that "If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the court on an application made by the co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the personal representative of a deceased members, although not on the register of shareholders. Such a view has been taken in other contexts of the Act. For instance, in Llewellyn v. Kasintoe Rubber Estates Ltd. [1914] 2 Ch. 670, the word "member" in section 192 of the Companies (Consolidation) Act, 1908 (now section 287 (3) of the Companies Act, 1948), was construed as extending to the legal personal representative of a deceased member. And I think that having regard to the context in which one finds the word "member " in section 353 (6), it ought to be so construed in that sub-section also, for it would not be unlikely that in the course of the 20 years allowed by the subsection a registered shareholder might die, and it would be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... glance it would seem that any registered holder of shares while a company was a going concern is a contributory within the meaning of section 213 because he is a person liable to contribute to the assets of the company in the event of its being wound up. Section 215 says that if such a person dies then his personal representatives shall be liable to contribute to the assets and discharge the deceased's liabilities and shall be a contributory accordingly. If these two subsections are to be read together in that way then the present petitioner is a contributory within the meaning of section 224. But Wynn-Parry J. in In re H. L. Bolton Engineering Co. Ltd. [1956] Ch. 577; [1957] 27 Comp. Cas. 242 expressed the view at p. 582 that sectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion must therefore be construed in a way so as to extend to such a personal representative That seems to have been the view taken by Wynn- Parry J. in H. L. Bolton Engineering Ltd. s case ( supra ) Again Wynn-Parry J. said, at p. 582 : "In construing this section"-that is to say, section 215 (1)-"it should be borne in mind that the right of a personal representative of a deceased shareholder to present a petition is expressly given by section 224." On those grounds I am satisfied that the petitioner here is a person who is entitled to petition for both forms of relief asked for on the petition. The case is one in which I think it is proper for me to grant such relief and accordingly I will order the name of the company to be restor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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