“The question of the validity of the acts of a liquidator whose appointment or qualifications are subsequently discovered to have been defective seems to have arisen principally in relation to liquidators appointed in voluntary winding up, although problems of this kind can certainly also arise in compulsory winding up. As regards the former, the courts have in the past frequently insisted upon strict compliance with the formal requirements with respect to the calling of meetings and passing of resolutions for voluntary liquidation, and there have, as a result, been a number of cases where the validity of a liquidator’s actions has been called in question on account of a failure to observe the necessary formalities. Section 232 of the Act provides that the acts of a liquidator are valid notwithstanding any defect in the appointment, nomination or qualifications of the liquidator. It has been said that this simply creates a rebuttable presumption in favour of the validity of acts done by the liquidator. This view does not derive support from the terms of s.232, which, it has been said ‘may very well validate acts done by, say, liquidators who were not or, indeed, never could have been legally appointed, if there is nothing on the face of the proceedings to indicate that they have in any way been improperly appointed. The object is to validate their acts until those acts are called into question, or until, rather, the validity of their appointment is called into question; but even then the acts done by them up to that date are valid, although they could never have been legally done.’”
“At the same time there are obvious limits to the scope of the section: in the first place, it seems settled that it can only apply where there has been at least a purported appointment, in the form of a genuine attempt to appoint a liquidator; secondly, the liquidator’s acts are validated only in so far as the defects in qualification or appointment are discovered ‘afterwards’, i.e. after the acts in question have been done; it follows that, once any such defects have been discovered, the liquidator cannot validly perform further acts in purported reliance upon this validating provision.” ‘may very well validate acts done by, say, liquidators who were not or, indeed, never could have been legally appointed, if there is nothing on the face of the proceedings to indicate that they have in any way been improperly appointed. The object is to validate their acts until those acts are called into question, or until, rather, the validity of their appointment is called into question; but even then the acts done by them up to that date are valid, although they could never have been legally done.’”
“the courts will not validate a decision where no effort at all has been made to adhere to the protective procedures. … To proceed otherwise might suggest the imposed protection lacks any purpose.”
“It is of great importance that the steps taken in a matter of such consequence as the resolving to wind up a company should be perfectly regular and in the present case I think that there was no sufficient notice; that the resolution to wind up was therefore irregular, and that the usual order for compulsory winding-up ought now to be made.”