Dissolution of a corporation.

(r) Bank of Ireland v. Trustees of Evans' Charities, 5 H. L. C. 389; Corp. of the Staple v. Bank of England, 21 Q. B. D. 160; Ruben v. Great Fingall (Consolidated, Ld, 1904, 2 K. B. 712.

(s) Above, p. 754.

(t) Co. Litt, 13b.

(u) It may be noted that on the grant of land to a corporation aggregate, they take an estate in fee simple although the land be not limited to them and their successors, or since the end of the year 1881 to them in fee simple; Co. Litt. 94b.

(x) Hardwicke, C, A.-G. v.

Gower, 9 Mod. 224, 226; Mansfield, C. J., Burgess v. Wheate, 1 W. Bl. 123, 165; Black. Comm. i. 484, ii. 256; 1 Prest. Abst. 272, 2nd. ed.; Lewis on Perpetuities, 621; Colchester Corp. v. Brooke, 7 Q. B. 339, 384; Grant on Corporations, 303; Challis, R. P. 199, 2nd ed.

{y) Co. Litt. 13a, n. (2).

(z) Johnson v. Norway, Winch, 37; Southwell v. Wade, 1 Rolle, Abr. 816 (Escheat, A, 3); S. C, Poph. 91.

(a) (Boston, 1886), Sec. 44 - 51; pp. 32 - 37.

The reader may be reminded that, when a company is wound up under the Companies Acts, 1862 to 1890, either voluntarily or by the Court, the legal estate in its lands remains vested in the company, and does not devolve upon the liquidator (e). The liquidator has power to sell all the property of the company, including its lands (f), and he can so transfer the beneficial interest therein to any purchaser (e): but he is not authorised to convey the legal estate in the company's lands (e). If, therefore, land belonging to a company in liquidation for any legal estate or interest be sold by the liquidator, the company must duly assure the same to the purchaser, the liquidator affixing the company's seal to the deed, as he is empowered to do (g). A conveyance of such land by the liquidator alone would only pass the equitable estate therein (h). But if the company's estate or interest in the land were equitable only, the liquidator alone could effectually assure the same; for as we have seen (i), it is unnecessary for an intermediate trustee, who holds no legal estate and can have no lien for his expenses, to concur in a transfer of the beneficial interest.

Assurance of lands belonging to a company in liquidation.

(b) Re Higginson and Bean, 1899,

1 Q. B. 325; Pryce-Jones v. Williams, 1902, 2 Ch. 517; Re General Accident Asscc. Corp., 1904, 1 Ch. 147: Re Taylor's Trusts, 1904,

2 Ch. 737, 741; Re Richard Mills & Co., Ld., 1905, W. N. 36.

(c) Re Higginson and Dean, 1899, 1 Q. B. 325,' 330 - 332.

(d) See stats. 25 & 26 Vict, c. 89, ss. 111, 143; 43 Vict. c. 19, s. 7; 63 & 64 Vict. c. 48, s. 26; and cases cited in the last note but one.

(r) Re Oriental, etc. Co., L. R. 9

Ch. 557, 560; Re Metropolitan Bank and Jones, 2 Ch. D. 366; Re Ebsworth and Tidy's Contract, 42 Ch. D. 23, 49, 52; Pryce-Jones v. Williams, 1902, 2 Ch. 517; Re General Accident Assce. Corp., 1904, 1 Ch. 147; Re Niger, Sec.c. Co., 1904, W. N. 99.

(/) Stat. 25 & 26 Vict. c. 89, ss. 95, 133 (7), applying only to voluntary liquidation, but extended by stat. 53 & 54 Vict. c. 63, s. 12 (2) to cases where the company is being wound up by the Court.

Lands belonging to unincorporated societies, as are most clubs, and as were many companies formed before the passing of the Joint Stock Companies Acts of 1844 (k), must of course be vested at law either in all the members jointly, or in trustees for them (l); and they are usually vested in trustees. Where title is made by or through any assurance of such lands, the conveyancer advising thereon must ascertain, first, that the legal estate has passed or will pass as required. In this respect, if the land has been vested in trustees, his task will be the same as in the case of assurances by trustees for persons not professing to have formed themselves into a society (m). And if no notice of the trust should appear on the abstract, he will only have to consider the matters arising on the assurance of land by joint tenants, or the survivors of them, appearing to be beneficially entitled (n). If, however, notice of the trust for the society appear in the title-deeds or otherwise, then (unless all the members, being sui juris, be parties to and execute the assurance) the conveyancer must consider whether the regulations of the society lawfully enable the act of alienation of its property to be performed by some only of the members on behalf of all of them, and if so, whether such regulations have been duly observed. Thus in the case of a members' club, of which the property is vested in trustees, it may have to be considered (for example) whether the committee or a majority of the members assembled at a general meeting (as the case may be) are authorised by the constitution of the club, as contained in the rules legally binding on the members, to dispose of the club property (o). So in the case of a company of the older kind, not being incorporated, it may be necessary to ascertain that any regulations empowering the directors to alienate the company's property have been strictly complied with (p). And in the case of the alienation of land belonging to an old building society regulated by the Building Societies Act, 1836 (q), or a registered friendly society (r), the conveyancer must satisfy himself that the rules of the society (as well as the general requirements of the regulating statutes) have been observed, or that the rules contain provisions effectually relieving any purchaser from the society's trustees from the obligation of making inquiry on this point (s).

Unincorporated societies.

{g) Stat. 25 & 26 Vict. c. 89, ss. 95, 133 (7); Davidson, Prec. Conv. vol. ii. pt. i. 605, n. 4th ed.; 1 Key & Elph. Prec. Conv. 624 and n., 8th ed. Where several liquidators are appointed in a voluntary liquidation, not Less than two of them can act in this respect, unless otherwise determined at the time of their appointment; stat. 25 & 26 Vict, c. 89, s. 133 (6); Re Metropolitan Bank and Jones, 2 Ch. D. 366.