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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 257

Power of liquidator to accept shares, etc., as consideration for sale of property of company.

257.(1) Where a company is proposed to be, or is in course of being, wound up
altogether voluntarily, and the whole or part of its business or property is
proposed to be transferred or sold to another company, whether a company
within the meaning of this Act or not (in this section referred to as "the
transferee company"), the liquidator of the first-mentioned company (in this
section referred to as "the transferor company") may, with the sanction of a
special resolution of that company, conferring either a general authority on
the liquidator or an authority in respect of any particular arrangement,
receive, in compensation or part compensation for the transfer or sale,
shares, policies or other like interests in the transferee company for
distribution among the members of the transferor company, or may enter into
any other arrangement whereby the members of the transferor company may, in
lieu of receiving cash, shares, policies or other like interests, or in
addition thereto, participate in the profits of or receive any other benefit
from the transferee company.

(2) Any sale or arrangement in pursuance of this section shall be binding on
the members of the transferor company.

(3) If any member of the transferor company who did not vote in favour of the
special resolution expresses his dissent therefrom in writing addressed to
the liquidator, and left at the registered office of the company within seven
days after the passing of the resolution, he may require the liquidator either
to abstain from carrying the resolution into effect or to purchase his
interest at a price to be determined by agreement or by arbitration in manner
provided by this section.

(4) If the liquidator elects to purchase the member's interest, the purchase
money must be paid before the company is dissolved and be raised by
the liquidator in such manner as may be determined by special resolution.

(5) A special resolution shall not be invalid for the purposes of this section
by reason that it is passed before or concurrently with
a resolution for voluntary winding up or for appointing liquidators, but, if
an order is made within a year for winding up the company by or subject to the
supervision of the court, the special resolution shall not be valid unless
sanctioned by the court.

(6) For the purposes of an arbitration under this section, the provisions of
the Companies Clauses Consolidation Act, 1845, shall be incorporated with
this Act, and in the construction of those provisions this Act shall be deemed
to be the special Act and "the company" shall mean the transferor company, and
any appointment by the said incorporated provisions directed to be made under
the hand of the secretary or any two of the directors may be made under the
hand of the liquidator, or, if there is more than one liquidator, then of any
two or more of the liquidators.

© 1960 Crown Copyright

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