Winding-up of unregistered companies

(1) Subject to this Part, any unregistered company may be wound-up under this Act, and all the provisions of this Act with 166 respect to winding-up shall apply to an unregistered company, with the following exceptions and additions– (a) no unregistered company shall be wound-up under this Act voluntarily or subject to (b) the circumstances in which an unregistered company may be wound-up are as follows (that is to say)– (i) if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding-up its affairs; (ii) if the company is unable to pay its debts; (iii) if the court is of opinion that it is just and equitable that the company should be (c) an unregistered company shall, for the purposes of this Act, be deemed to be unable (i) if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding two hundred and fifty dollars then due, has served on the company, by leaving at its principal place of business, or by delivering to the secretary or some director, manager or principal officer of the company, or by otherwise serving in such manner as the court may approve or direct, a demand under his hand requiring the company to pay the sum so due, and the company has for three 167 weeks after the service of the demand neglected to pay the sum, or to secure or compound for it to the satisfaction of the (ii) if any action or other proceeding has been instituted against any member for any debt or demand due, or claimed to be due, from the company, or from him in his character of member, and notice in writing of the institution of the action or proceeding having been served on the company by leaving it at its principal place of business, or by delivering it to the secretary, or some manager, or principal officer of the company, or by otherwise serving it in such manner as the court may approve or direct, the company has not within ten days after service of the notice paid, secured, or compounded for the debt or demand, or procured the action or proceeding to be stayed, or indemnified the defendant to his reasonable satisfaction against the action or proceeding, and against all costs, damages, and expenses to be incurred by him by reason of it; (iii) if execution or other process issued on a judgment, decree, or order obtained in any court in favour of a creditor against the company, or any member thereof as such, or any person authorised to be sued as nominal defendant on behalf of the company, is returned unsatisfied; 168 (iv) if it is otherwise proved to the satisfaction of the court that the company is unable to pay its debts. (2) Nothing in this Part shall affect the operation of any enactment which provides for any partnership, association, or company, being wound-up, or being wound-up as a company or as an unregistered company, under any enactment repealed by this Act, except that references in any such first-mentioned enactment to any such repealed enactment shall be read as references to the corresponding provision (if any) of this Act.