Winding-up petition by a fully paid-up shareholder requires a prima facie tangible surplus interest, not bare shareholding status.

A fully paid-up shareholder is a contributory for internal member rights, but that status alone does not entitle him to present a winding-up petition. He must plead and at least prima facie establish a real, tangible interest in the surplus likely to remain after liquidation; absent an alleged or proved surplus, he lacks sufficient locus standi because a bare shareholding interest is not enough where the company is said to be insolvent.

---

---

Issues: Whether a fully paid-up shareholder, as a contributory, can present a winding-up petition without alleging and showing a tangible surplus available to shareholders.

Analysis: The statutory scheme distinguished between liability as a contributory and entitlement to present a winding-up petition. A fully paid-up shareholder may be a contributory for purposes of adjustment of rights among members, but when seeking winding up he must show a real or tangible interest in the surplus, since otherwise he has no substantial interest in the liquidation. The authorities reviewed supported the rule that a paid-up shareholder must at least plead and establish a prima facie case that winding up may yield a surplus for shareholders; a bare status as shareholder is insufficient where the company is alleged to be insolvent and no surplus is asserted.

Conclusion: The petitioning shareholder had no locus standi because no surplus or prima facie tangible interest was alleged or proved.

Ratio Decidendi: A fully paid-up shareholder may file a winding-up petition only if he alleges and proves, at least prima facie, that winding up is likely to yield a tangible surplus in which he has a beneficial interest.

---