Description
No. 58 of 1911.
An Ordinance to consolidate and amend the law relating to companies.
[1 st January, 1912.]
1. - (1) This Ordinance may be cited as the companies
Ordinance, 1911.
(2) This Ordinance applies to every company registered in
this Colony either before or after the commencement of this
Ordinance and notwithstanding that the whole or part of its
business is or may he carried on elsewhere.
(3) This Ordinance, in so far as it affects companies
Carrying on business within the limits of the China Orders
in Council, shall be read with and subject to the China
(Companies) Order in Council, 1915, and the China (Com-
panies) Amendment Order In Council, 1919.
PART 1.
CONSTITUTION AND INCORPORATION.
Prohibition of large partnerships.
2. No company, association, or partnership consisting of
more than twenty persons shall be formed for the purpose of
on the business of banking or any other business
that has for its object the acquisition of gain by the company,
association, or partnership, or by the individual members
thereof, unless it is registered as a company under this
Ordinance, or is formed under or in pursuance of some other
Ordinance, or Act, or of a charter of incorporation, or of
letters patent.
Memorandum of association.
3. Any seven or more persons (or, where the company to
be formed will be a private cornpany within the meaning of
this Ordinance, any two or more persons) associated for any
lawful purpose may, by subscribing their names to a memo-
randum of association (which must be printed and in the
English language) and otherwise complying with the require-
ments of this Ordinance in respect of registration, form an
incorporated company, with or without limited liability, (that
is to say), either---
(i) a company having the liability of its members limited
by the memorandum to the amount, if any, unpaid on the
share respectively held by them (in this Ordinance termed
a company limited by shares); or
(ii) a company having the liability of its members limited
by the memorandum to such amount as the members may
respectively thereby undertake to contribrate to the assets of
the company in the event of its being wound up (in this
Ordinance termed a company limited by guarantee); or
(iii) a company not having any limit on the liability of its
members (in this Ordinance termed all unlimited company).
4. In the case of a company limited by shares -
(1) The memorandum must state-
(i) the name of the company, with Limited as the last
word in its name;
[(ii), rep. No. 31 of 1915.]
(iii) the object of the company;
(iv) that the liability of the members is limited;
(v) the amount of share capital with which the company
proposes to be registered, and the division thereof into shares
of a fixed amount.
(2) No subscriber of the memorandum may take less than
one Share .
(3) Each subscriber must write opposite to his name the
number of shares he takes.
5. In the case of a company limited by guarantee -
(1) The memorandum must state-
(i) the name of the company, with Limited as the last
word in its name ;
[ (ii), rep. NO. 31 of 1915.]
(iii) the objects of the company;
(iv) that the liability of the members is limited;
(v) that each member undertakes to contribute to the
assets of the company in the event of its being wound up
while he is a member, or within one year afterwards, for
payment of the debts and liabilities of the company contracted
before he ceases to be a member, and of the costs, charges,
and expenses of winding up, and for adjustment of the rights
of the contributories among themselves, such amount as may
be required, not exceeding a specified amount.
(2) If the company has a share capital-
(i) the memorandum must also state the amount of share
capital with which the company proposes to be registered
and the division thereof into shares of a fixed amount;
(ii) no subscriber of the memorandum may take less than
one share;
(iii) each subscriber must write opposite to his name the
number of shares he takes.
6. In the case of an unlimited company-
(1) The memorandum must state-
(i) the name of the company;
[(ii), rep. No. 31 of 1915.]
(iii) the objects of the company.
(2) If the company has a share capital-
(i) no subscriber of the memorandum may take less than
one share ;
(ii) each subscriber must write opposite to his name the
number of shares he takes.
7. The memorandum must bear the same stamp as if it
were a deed, and must be signed by such subscriber in the
presence of at least one witness who must attest the signatnre.
8. A company may not alter the conditions, contained
in its memorandum except in the case and in the mode and
to the extent, for which express provision is made in this
Ordinance.
9.-(1) A company may not be registered by a name
identical with that by which a company in existence is already
registered, or so nearly resembling that name as to be
calculated to deceive, except where the company in existence
is in the course of being dissolved and sigifies its consent
in such manner as the Registrar of Companies requires:
Provided that the Registrar of Companies may require that
the year of its incorporation shall form part of the name of
the last incorporated company.
(2) If a company, through inadvertence or otherwise, is,
without such consent as aforesaid, registered by a name
identical with that by which a company in existence is
previously registered, or so nearly resembling it as to be
calculated to deceive, the first-mentioned company shall,
within three months after tbe sending by the Registrar of
Companies to its registered address of a notice requiring it
so to do, change is name.
(3) Any company any, by special resolution and with the
approval of the Governor, or in the case of a China company,
with the approval of the Minister, signified in writing, change
its name.
(4) Where a company changes its name, the Registrar of
Companies, shall enter the name on the register in place
of the former name, and shall issue a certificate of incorpora-
tion altered to meet die eircurnstances of the case.
(5) The change of name shall not affect any rights or
obligations of the company, or render defective any legal
proceedings by or against the company, and any legal
proceedings that might have been continued or commenced
against it by its former name may be continued or com-
menced against it by its new name.
(6) Except with the permission of the Governor, a com-
pany may not be registered by, or adopt, or use, any name
which includes the word British : Provided that a
China company may without any such permission be
registered by and use a name which includes the word
British.
10.-(1) Subject, to the provisions of this section, a
company may, by special resolution, alter the provisions of
its memorandum with respect to the objects of the company,
so far as may be required to enable it-
(a) to carry on its business more economically or more
effictently ; or
(b) to attain its, main purpose by new or improved
means ; or
(c) to enlarge or change the local area of its operations;
(d) to carry on some business which in existing circum-
stances may conveniently or advantazgeously be combined
with the business of the company; or
(e) to restrict or abandon any of the objects specified in
the memorandum.
(2) The alteration shall not take effect until and except
in so far as it is confirmed on petition by the court.
(3) Before confirming the alteration, the court must be
satisfied---
(a) that sufficient, notice has been given to ever holder
of debentures of the company, and to any persons or class
of persons whose interests will, in the opinion of the court,
be affected by the alteration , and
(b) that, with respect to every creditor who in the opinion
of the court is entitled to object, and who signifies his
objection in manner directed by the court, either his consent
to the alteration has been obtained or his debt or claim has
been discharged or has, determined, or has been secuired to
the satisfaction of the court :
Provided that the court may, in the case of any person or
class, for special reasons, dispense with the notice require
by this section.
(4) The court may make all order confirming the altera-
tion either wholly or in Part, and on such terms and
conditions as it thinks fit, and may make such order as to
costs as, it thinks proper,
(5) The court shall, in exercising its discretion under
this section, have regard to the rights and interests of the
members of the company or of any class or them, as well
as to the rights and interests of the creditors, and may,
if it thinks lit, adjourn the proceedings in order that call
arrangement may be made to the satisfaction of the court
for the purchase of the interests of dissentient members ;
and may give such directions and make such orders as it
may think expedient for facilitating or earrying into effect
any such arrangement : Provided that no part of the capital
of the company may be expended in any such purchase.
(6) A sealed copy of the order confirming the alteration,
together with a printed copy of the memorandum as altered,
shall within twenty-eight days from the date of the order,
be delivered by the company to the Registrar of Companies ,
and he shall register the same, and shall certify the
registration under his hand, and the certificate shall be
conclusive evidence that all the requirements of this
Ordinance with respect to the alteration and the confirma-
tion thereof have been complied with, and thenceforth the
memorandum so altered shall be the memordandum of the
company.
The court may by order at any time extend the time for
the delivery of documents to the Registrar of Companies
under this section for such period as the court may think
proper.
(7) Every company which makes default in delivering to
the Registrar of Companies any document required by this
section to be delivered to him, shall be liable to a fine not
exceeding one hundred dollars for every day during which
it is in default.
Articles of association.
11. - (1) There may, in the case of a company limited by
shares , and there shall, in the case of a company limited by
guarantee or unlimited, he registered with the memorandum
articles, of asisociation signed by the subscribers to the
memorandum and precribing reglations for the company.
(2) Articles of association may adopt all or any of the
regulations contained in Table A in the First Schedule.
(3) In the case of an unlimited company, or a company
limited by guarantee, the articles, if the company has a
share capital, must state the amount, of share capital with
which the company proposes to be registered.
(4) In the case of an unlimited company or a company
limited by guarantee, if the company has not a share capital,
the articles must state the number of members with which
the company proposes to be registered, for the purpose of
enabling the Registrar of Companies, to determine the fees
payable on registration.
(12) In the case of a company limited by shares and
registered after the commencement of this ordinance, if
articles aro not registered, or, if articles are registered, in so
far as the articles do not exclude or modity the regulations
in Table A in the First Schedule, those regulations shall, so
far as applicable, be the regulations of the company in the
same manner and to the same extent, is if they were con-
tained in duly registered articles.
13. Articles must -
(a) be printed in the English language;
(b) be divided into paragraphs numbered consecutively;
(c) bear the same stamp as if they were contained in a
deed; and
(d) be signed by each subscriber of the memorandum of
association in the preserice of at least one witness who must
attest the signature.
10 Subject to the provisions of this Ordinance and to the
conditions contained in is memorandum, a company may by
special resolution alter or all to its articles ; and any altera-
tion or addition so made shall be as valid as if originally
contained in die articles, and be subject in like manner to
alteration by specill resolution.
General.
15. (1) The memorandum and articles shall, when
registered, bind the company and the members thereof to
the same extent as if they respectively had been signed and
sealed by each member, and contained convenants on the part
of each member, his heirs, executors, and administrators, to
observe all the provisions of the memorandion and of the
articles, subject to the provisions of this Ordinance.
(2) All money payable by any member to the company
under the memorandum or articles shall be a debt due from
him to the company, and shall be of the name of a specialty
debt.
16. The memorandum and the articles (if any) shall be
deliverd to the Registrar of Companies, and he shall retain
and register them.
17. (1) On the registration of the memorandum of a
company, the Registrar of Companies shall certify under his
hand that the company is incorporated, and in the case of a
limited company, that the company is limited.
(2) From the date of incorporabon mentioned in the
certificate of incorporation, the subscribers of the memoran-
dum, together with such other persous as may from
time to time become members of the company, shall be a
body corporate by the name contained in the memorandum,
capable forthwith of exercising all the functions of an
incorporated company, and having perpetual succession and
a common seal, with power to hold lands, but with such
liability on the part to the members to contribute to the
assets of the company in the event of it being wound up as
is mentioned in this Ordinance.
18. - (1) A certificate of incorporation given by the
Registrar of Companies in respect of any association shall
be conclusive evidence that all the requirements of this
Ordinance in respect of registration and of matters precedent
and incidental thereto have been complied with, and that
the association is a company authorised to be registered and
duly registered under this Ordinance.
(2) A statutory declaration by a solicitor engaged in the
formation of the company, or by a person named in the
articles, as a director or secretary of the company, of com-
pliance with all or any of the said requirements shall be
produced to the Registrar of Companies, who may accept
such a declaration as sufficient evidence of compliance, and
shall register every such declaration.
19.---1) Every company shall send to every member, at
his request, and on payment of one dollar or such less sum
as, the company may prescribe, a copy of the memorandum
and of the articles (if any).
(2) Every company which makes default in complying
with the requirements of this section, shall be liable to a
fine not exceeding ten dollars.
Associations not for Profit.
20. A company formed for the purpose of promoting art,
science, religion, charity, or any other like object, not
Involving the acquisition of gain by the company or by its
Individual members, shall not, Without the licence of the
Governor, hold more than two acres of land; but the
Governor may by licence empower any such company to
hold lands in such quantity, and subject to such conditions,
as he may, think fit.
21.---(1) Whore it is proved to the satisfaction of the
Governor that an association about to be formed as a limited
company is to be formed for promoting commerce, art, science,
religion, charity, or any other useful object, and intends to
apply its profits (if any) or other income in promoting its
objects, and to prohibit the payment of any dividend to its
members, the Governor may by licence direct that the
association be registered as a company with limitod liability,
without the addition of the word Limited to its name and
the association may be registered accordingly.
(2) A licence by the Governor under this section may be
granted on such conditions and subject to such regulations
as the Governor may think fit, and those conditions and
regulations shall be binding on the association, and shall, if
the Governor so directs, be inserted in the memorandum and
articles, or in one of those documents.
(3) The association shall on registration enjoy all the
privileges of limited companies, and be smbject to all their
obligations, except those of using the word Limited as,
any part of its name, and of publishing its name, and of
sending lists of members and directors and managers to the
Registrar of Companies.
(4) A licence under this section may at any time be revoked
by the Governor, and. upon revocation the Registrar of
Companies shall enter the word Limited at, the end of the
uame of the association upon the register, and the association
shall cease, to enjoy the exemptions and privileges granted
by this section:
Provided that before a Licence is so revoked the Governor
shall give to the association notice in Writing of his intention,
and shall afford the association an opportunity of being heard
in opposition to the revocation.
Companies limited by guarantee.
22.-(1) In the case of a company limited by guarantee
and not having a share capital, and registered on or after the
date of the commencement of this Ordinance, every provision
in the memorandum or articles or in any resolution of the
company purporting to give any person a right to participate
in the divisible profits of the company otherwise than as a
member shall be void.
(2) For the purpose of the provisions of this Ordinance
relating to the memorandum of a company limited by
guarantee and of this section, every provision in the
memorandum or articles, or in any resolution, of any company
limited by guarantee and registered on or after the date of
the commencement of this Ordinance, purporting to divide
the undertaking of the company into shares or interests shall
be treated as a provision for a share capital, notwithstanding
that the nominal amount or number of the shares or interests
PART II.
DISTRIBUTION AND REDUCTION OF SHARE CAPITAL, REGISTRATION
OF UNLIMITED COMPANY AS LIMITED, AND UNLlMITED
LIABILITY OF DIRECTORS.
Distribution of share capital.
23.-(1) The shares or other interest of any member in a
company shall be personal estate, transferable in manner
provided by the articles of the company, and shall not be of
the nature of real estate.
(2) Each share in a company having a share capital shall
be distinguished by its appropriate number.
24. A certificate, under the common seal of the company,
specifying any shares or stock held by any member, shall be
prima facie evidence of the title of the member to the shares
or stock.
25.--(1) The subscribers of the memorandum of a com-
pany shall be deemed to have agreed to become members of
the company, and on its registration shall be entered as
members in its register of members.
(2) Every other person who agrees to become a member
of a company and whose name is entered in its register of
members, shall be a member of the company.
26.-(1) Every company shall keep in one or more books
in the English language a register of its members, and enter
therein the following particulars:-
(i) the names and addresses and the occupations, if any,
of the members, and in the case of a company having a share
capital a statement of the shares held by each member,
distingishing each share by its number, and of the amount
paid or agreed to be considered as paid on the shares of each member; in the case of Chinese members their names and
addresses, and occupations, if any, shall be given both in
English and in Chinese characters;
(ii) the date at which each person was entered in the
register as a member;
(iii) the date at which any person ceased to be a member.
(2) Every company which fails to comply with this section
shall be liable to a fine not exceeding fifty dollars for every
day during which the default continues; and every director
and manager of the company who knowingly and wilfully
authorises or permits the default shall be liable to the like
penalty.
27. - (1) Every company having a share capital shall once
at least in every year make a list of all pesons who, on the
day of the ordinary annual general meeting in the year, are
members of the company, and of all persons who have ceased
to be members since the date of the last return or (in the
case of the first return) of the incorporation of the company.
(2) The list must state the names, addresses, and occupa-
tions of all the past and present members therein mentioned,
and in case of Chinese members their names and addresses,
and occupations, if any, both in English and in chinese
characters, and the number of shares held by each of the
existing members at the date of the return, specifying shares
transferred since the date of the last return or (in the case
of the first return) of the incorporation of the company by
persons who are still members and have ceased to be mem-
bers respectively and the dates of registration of the transfers,
and must contain a summary distinguishing between shares
issued for cash and shares isued as fully or partly paid up
otherwise than in cash, and specifying the following
particulars:-
(a ) the amount of the share capital of the company and
the number of the shares into which it is divided;
(b) the number of shares take from the commencement
of the company up to the date of the return;
(c) the amount called up on each share;
(d) the total amount of calls received;
(e) the total amount, of calls unpaid;
(f) the total amount of the sums (if any) paid by way of
commission in respect of any shares or debentures, or
allowed by way of discount in respect of any debenures,
since the date of the last return;
(g) the total number of shares forfeited;
(h) the total amount of shares or stock for which share
warrants are outstanding at the date of the return;
(i) the total amount of share warrants issued and sur-
rendered respectively since the date of the last return;
(k) the number of shares or amount of stock comprised in
each share warrant;
(l) the names and addresses of the persons who at the
date of the return are directors of the company
(m) the total amount of debt due from the company in
respect of all mortgages and charges which are required to
be registered with the Registrar of Companies under this
Ordinance;
(n) in the case of a company which has a local register
licence under section 35, the number of shares on such local
register and their distinguishing numbers or marks, if any.
(3) The summary must also (except where the company
is a private company) include a statement, made up to the
same date as the profit and loss account and balance sheet
referred to in section 77, in the form of a balance sheet,
audited by the company's auditors, and containing a summary
of its share capital, its liabilities, and its assest, giving such
particulars as will disclose the general nature of those
liabilities and assets, and how the values of the fixed assets
have been arrived at. Such summary shall also include a
statement of profit and loss.
(4) The above list and summary shall (except where the
company is a private company) contain, in the English
language, the auditors' report required under the provisions
of section 114 (2) and also any letter or communication
subject to which the auditors' report is made.
(5) The above list and summary shall be in the English
language, and shall be contained in a separate part of the
register of members, and shall be completed within
thirty-one days after the ordinary annual general meeting
aforesaid, and the company shall forthwith forward to the
Registrar of Companies a copy signed by the manager or by
the secretary of the company.
(6) Every company which makes default in complying
with the requirements of this section shall be liable to a
fine not exceeding fifty dollars for every day which
the defautlt continues, and every director and manager of the
company who knowingly and wilfully authorises or permits
the default shall be liable to the like penalty.
27A.-Every private company shall send with the animal
list of members and summary required to be sent under
section 27 a certificate signed by a director or the secretary
that the company has not, since the date of the last return,
or in the case of a first return since the date of the incorpora-
tion of the company, issued any invitation to the public to
subscribe for any shares or debentures of the company ; and,
where the list of members discloses the fact that the number
of members of the company exceeds lifty, also a certificate
so signed that such excess consists wholly of persons who
under section 122 are to be excluded in reckoning the
number of fifty.
28. No nofice of any trust, expressed, implied, or con-
structive, shall be entered on tho wgister, or be receivable
by the Registrar of Companies.
29. On the application of the transferor of any share or
interest in a company, the company shall enter in its register
of members the name of the transferee in the same manner
and subject to the same conditions as if the application for
the entry were made by the transferee.
30. A transfer of the share or other interest of a deceased
member of a company made by his personal representative
shall, although the personal representative is not himself a
member, be as valid as if he had been a member at the time
of the execution of the instrument of transfer.
31.-(1) The register of members, commencing from the
date of the registration of the company, shall be kept at
the registered office of the company, and, except when closed
under the provisions of this Ordinance, shall during business
hours (subject to such reasonable restrictions as the company
in general meeting may impose, so that not less than the
hours in each day be allowed for inspection) be open to the
inspection of the Registrar of Companies or of any member
without fee, and to the inspection of any other person on
payment of fifty cents, or such less sum as the company may
prescribe, for each inspection.
(2) Any member or other person may require a copy of
the register, or of any part thereof, or of the list and
summary required by this Ordinance or any part thereof, on
payment of twenty-five cents or such less sum as the
company may prescribe or every one hundred words or
fractional part thereof required to be copied.
(3) If any inspection or copy required under this section
is refused, the company shall be liable for each refusal to a
fine not exceeding twenty dollars, and to a further fine not
exceeding twenty dollars for every day during which the
refusal continues, and every director and manager of the
company who knowingly authorises or permits the refusal
shall be liable to the like penalty; and any judge may by
order compel an immediate inspection of the register.
(4) If such inspection or copy cannot be obtained at the
registered office of the company with the exercise of a
reasonable amount of diligence, the company shall be liable
to the sarne penalties as If such inspection or copy had been
actually refused.
32. A company may, on giving notice by advertisement
in some newspaper circulating in the place where such
company has its registered office, and in the case of a
company with a local register also in some newspaper
circulating in the place where the local register is kept,
close the register of members for any time or times not
exceeding in the whole thirty days in each year.
33. - (1) the name of any person is, without sufficient cause,
entered in or omitted from the register of members of a
company; or
(b) default is made or unnecessary delay takes place in
entering on the register the fact of any person having
ceased to be a member,
the person aggrieved or any member of the company, or the
coinpany, may apply to the court for rectification of the
register.
(2) The application may be made by motion, in the court,
or by application to a judge sitting in chambers, or in such
other manner as the court may direct; and the court may
either refuse the application, or may order rectification of
the register, and payment by the company of any damages
sustained by any party aggrieved.
(3) On any application under this section, the court may
decide, any question relating, to the title of any person who
is a party to the application to have his name entered in or
omitted from the register, whether the question arises
between members or alleged members, or between members
or alleged members on the one hand and the company on
the other hand; and generally may decide any question
necessary or expedient to be decided for rectification of the
register.
(4) In the case of a company required by this Ordinance
to send it list of its members to the Registrar of Companies,
the court, when making an order for rectification of the
register, shall by its order direct notice of the rectification
to be given to the Registrar of Companies.
34. The register of members shall be prima facie evidence
of any matters by this Ordinance directed or authorised to
be inserted therein.
85.-(1) The Registrar of Companies may, subject to
instruction from the Governor, issue all annual licence,
available for the period of one year, to any company whose
objects comprise the transaction of business outside the
Colony, empowering such company, if it is authorised so to
do by its regulations as originally framed or as altered by
special resolution, to keep in any place in which it transacts
business a register or registers of members : Provided that
a company applying for such licence must satisfy the
Registrar of Companies by a statutory declaration to be filed
with him or otherwise that a principal part of the business
of the company is carried on at or near the place where it
desires to keep such register.
Every such licence shall be valid only until the 31st
day of December next following the date on which it is
issued: Provided always that where the period between the
date of the issue of the first annual licence to a company
and the 31st day of December next following is less than
a year, a proportionate part only of the fee mentioned in
sub-section (2) shall be charged.
(2) An annual fee at the rate of four cents for every one
hundred dollars of the paid up capital of the company to
which the licence is issued shall be paid by such company
in respect of such licence. Such fees shall be paid to the
Treasurer within four months of the date of the licence.
(3) The company shall give to the Registrar of Companies
notice of the situation of the office where any such register
(in this Ordinance called a local register) is kept or proposed
to be kept, and of any change therein, and of the dis-
continuance of any such office in the event of the same
being discontinued.
(4) A local register shall, as regards the particulars
entered therein, be deeined to be a part of the company's
register of members, and shall be bona^ fide evidence of all
particulars entered therein. Any such register shall be
kept in the manner provided by this Ordinance, with this
qualification, that the advertisement mentioned in section
32 shall be inserted in some newspaper circulating in the
district wherein the register to be closed is kept.
(5) The company shall transmit to its registered office in
Hongkong a copy of every entry in its local register or
registers as soon as may be after such entry is made, and
the company shall cause to be kept at its registered office,
duly entered up from time to time, a duplicate or duplicates
of its local register or registers. The provisions of section
26 shall apply to every such duplicate, and every such
duplicate shall, for all the purpose of this Ordinance, be
deemed to be part, of the register of members of the
company.
(6) Subject to the provisions of this ordinance with
respect to the duplicate register, the shares registered in
a local register shall be distinguished from the shares
registered in the priticipal register, and no transaction with
respect to any share registered in a local register shall,
during the continuance of the registration of such share in
such local register, be registered in any other register.
(7) The company may discontinue the keeping of any
local register, and thereupon all entries in that register
shall be transferred to some other local register kept by
the company, or to the register of members kept at the
registered office of the company.
(8) In relation to stamp duties the following provisions
shall have effect:-
(a) an instrunient of transfer on a share registered in a
local register under this Ordiiiance, shall be exempt from
stamp duty ;
(6) the share, or other interest of a deceased member
registered in a local register under this Ordinance shall as,
far as relates to colonial probate duty not be deemed to
be part of his estate and effects situated in the Colony
for or in respect, of which probate or letters oof administra-
tion is or are to be granted or whereof an Inventory is to be
exhibited and recorded ;
(c) no estate duty under the Estate Duty Ordinance, 1915,
shall be payable in respect of the share or other interest of
a deceased member registered in a local register under this
Ordinance.
(9) Subject to the provisions of this Ordinance, any
company may be its regulations as originally framed, or as
altered by special resolution, make such provisions as if
may think fit respecting the keeping of local registers.
36.-(1) When the Registrar of Companles has reason
able cause to believe that a company is keeping in any place
where it transacts business outside the Colony a register
of members without having a valid licence under this
Ordinance, he shall publish in the Gazette and send to the
company a notice that at the expiration of two months from
the date of such notice the name of the company's mentioned
therein will, unless cause to the contrary is shown, be
struck off the register and the company will be dissolved.
(2) At the expiration of the time mentioned in the notice,
the Reglistrar of Companies may, unless cause to the
contrarly is previonsly shown by the company, strike the
name of the company off the register and shall publish
notice thereof in the Gazette, and on such publication the
company whose name is so struck off shall be dissolved :
Provided that the liability, if any, of every director, manag-
ing officer, and member or the company shall continue and
may be enforeed as If the company had not been dissolved.
(3) If any company or member thereof feels aggrieved by
the name of such conipany having been struck off the
register in pursuance of this section, the company or member
may apply to the court, and the court, if it is satisfied that
it is just, to do so, may order the name of the company to be
restored to the register, and therenpon the company shall be
deemed to have continued in existence as if the name had
never been struck off: and the court may, by the order,
give such directions and make such provisions as seem
just for placing the company and all other persons in the
same position, as nearly as may be, as if the name of the
company had never been struck off.
(4) A letter or notice under this section may be addressed
to the company as its registered office, or, if no office has been
registered, to the care of some director or officer of the
company, or If there is no director or officer of the company
whose name and address are known to the Registrar of
Companies, may be sent to each of the persons who sub-
scribed the memorandum, addressed to him at the address
mentioned in the memorandum.
37. Every company which makes default in complying
with any of the provisions of section 35, or of any regulation
relating thereto, shall be liable to a penalty not exceeding
fifty dollars for every day during which the default continues,
and every director or manager of the company who know-
ingly or wilfully authorises or permits the default shall be
liable to the like penalty.
38.-(1) A company limited by shares, If so anthorissed
by its articles, may, with respect to any fully paid up shares,
or to stock, issue under its common seal a warrant stating
that the bearer of the warrant is entitled to the shares or stock
therein specified, and may provide, by coupons or otherwise,
for the payment of the future dividends on the shares or
stock included in the warrant, in this Ordinance termed a
share warrant.
(2) A share warrant shall entitle the bearer thereof to the
shares or stock therein specified, and the shares, or stock
may be transferred by delivery of the warrant.
(3) The bearer of a share warrant shall, subject to the
articles of the company, be entitled, on surrendering it for
cancellation, to have his name entered as a member in the
register of members; and the company shall be responsible
for any loss incurred by any person by reason of the company
entering in its register the name of a bearer of a share
warrant in respect of the shares or stock therein specified
without the warrant being surrendered and cancelled.
(4) The bearer of a share warrant may, if the articles of
the company so provide, be deemed to be a member of the
company within the meaning of tbis Ordinance, either to the
full extent or for any purposes defined in the articles;
except that he shall not be qualified in respect of the share's
or stock specified in the warrant for being a director or
manager of the company, in cases where such qualification
is required by the articles.
(5) On the issue of a share warrant, the company shall
strike out of its register of members the name of the member
then entered therein as holding the shares or stock specified
in the warrant as if ho had ceased to be a member, and shall
enter in the register the following particulars, namely:
(i ) the fact of the issue of the warrant;
(ii) a statement, of the shares or stock included in the
warrant, distinguishing each share by its number; and
(iii) the date of the issue of the warrant.
(6) Until the warrant is surrendered, the above particu-
lars shall be deemed to be the particulars required. by this
Ordinance to he entered in the register of members; and on
the surrender, the date of the surrender must be entered as
if it, were the date at which a person ceasod to be a member.
39. Every person who falsely and deceitfully personates
any owner of any share or interest in any company, or of any
share warrant or coupon, issued in pursuance of this Ordi-
nance, and thereby obtains or endeavours to obtain any such
share or interest or share warrant or coupon, or receives or
endeavours to receive any money due to any such owner, as
if the offender were the true and lawful owner, shall be guilty
of felony, and shall be liable to imprisonment for life.
40. A company, if so authorised by its articles, may do
any one or more of the following things : namely,-
(1) make arrangements on the issue of shares for a differ-
ence between the shareholders in the amounts and times of
payment of calls on their shares;
(2) accept from any member who assents thereto the whole
or a part of the amount remaining unpaid on any shares held
by him, although no part of that amount has been called up ;
(3) pay dividend in proportion to the amount paid up on
each share where a larger amount is paid up on some shares
than on others.
41. - (1) When a company has accumulated a sum of
undivided profits, which with the sanction of the shareholders
may be distributed among the shareholders in the form of a
dividend or bonus, it may, by special resolution, return
the same, or any part thereof, to the shareholders in
reduction of the paid up capital of the company, the unpaid
capital being thereby increased by a similar amount.
(2) The resolution shall not take effect until a memorandum,
showing the particulars required by this Ordinance in the
case of a reduction of share, capital, has been produced to
and registered by the Registrar of Companies, but the other
provisions, of this Ordinance with respect to reduction of
shave capital shall not apply to a redmetIon or paid up capital
under this section.
(3) On a reduction of paid up capital in pursuance of this
section, any sharebolder, or any one or more of several joint
shareholders, may within one month after the passing of the
resolution for the reduction, require the Company to retain,
and the company shall retain accordingly, the whole of the
money actually paid on the shares held by him either alone
or jointly with any other person, which, in consequence of
the reduction, would otherwise be returned to him or them,
and thereupon those shares shall, as regards the payment of
dividend, be deemed to be paid up to the same extent only
as the shares on which payment has been accepted by the
shareholders in reduction of paid up capital, and the company
shall invest and keep invested the money so retained on fixed
deposit in such bank as the directors may determine, and on
the money so invested or on so much thereof as from time
to time exceeds the amount of calls subsequently made on
the shares in respect of which it his been retained, the
Company shall pay the interest received from time to time
on the deposits.
(4) The amount retained and invested shall be held to
represent the fiture calls which may be made to replace
the share capital so redticed on those shares, whether the
amount obtained on the sale, of the whole or such proportion
thereof as represents the amount of any call when made
produces more or less, than the amount of the call.
(5) On a reduction of paid up share capital in pursuance
of this section, the powers vested in the directors of making
calls on shareholder in respect of the amount unpaid on
their shares shall extend to the amount of the unpaid share
capital as augmented by the reduction.
(6) After any reductlion of share capital under this section,
the company shall specify In the annual list of members
required by this Ordinance the amounts retained at the
request of any of the shareholders in pursuance of this
section, and shall specify in the statements of account laid
before any general meeting of the company the amount of
undivided profits returned in reduction of paid up share
capital under this section.
42,-(1) A company limited by shares, if so authorised
by its articles, may alter the conditions of its memorandum
as follows (that is to say), it may-
(a) increase its share capital by the issue of new shares of
such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital
into shares of larger amount than its existing shares.
(c) convert all or any of its paid up shares into stock, and
reconvert that stock into paid up shares of any denomination:
(d) sub-divide its shares, or any of them, into shares of
smaller amount than is fixed by the memorandum, so, how-
ever, that in the sub-division the proportion between the
amount paid and the amount, if any, unpaid on each reduced
share shall be the same as it was in the case of the share
from which the reduced share is derived;
(c) cancel shares which, at the date of the passing of the
resolution in that behalf, have not been taken or agreed to
be taken by any person, and diminish the amount of its
share capital by the amount of the shares so cancelled.
(2) The powers conferred by this section with respect to
sub-division of shares must be exercised by special resolu-
tion.
(3) Where any alteration has been made under this section
in the memorandum of a company, every copy of the memo-
randum issued alter the date of the alteration shall be in
accordance with the alteration.
Every company which makes default in complying with this
provision shall be liable to a fine not exceeding ten dollars
for each copy in respect of which default is made; and every
director and manager of the company who knowingly and
wilfully authorises or permits the default shall be liable to
the like penalty.
(4) A cancellation of shares in pursuance of this section
shall not be deemed to be a reductio of share capital within
the meaning of this Ordinance.
43. Where a company having a share capital has consoli-
dated and divided its share capital into shares of larger
amount than its existing shares, or converted any of its
shares into stock, or reconverted stock into shares, it shall
give notice to the Registrar of Companies of the consolida-
tion, division, conversion, or reconversion specifying the
shares consolidated, divided, converted, or the stock recon-
verted.
44. Where a company having a share capital has con-
verted any of its shares into stocks, and given notice of the
conversion to the Registrar of Companies, all the provisions
of this Ordinance which are applicable to shares only shall
As amended by Law Rev. Ord., 1924.
cease as to so much of the share capital as in converted into
stock; and the register of members of the company, and the
list of members to be forwarded to the Registrar of Com-
panies, shall show the amount of stock held by each member
instead of the amount of shares and the particulars relating
to shares hereinbefore required by this Ordinance.
45. (1) Where a company having a share capital,
whether its shares have or have not been converted into
stock, has increased its share capital beyond the registered
capital, and where a company not having a share capital has
increased the number of its members beyond the registered
number, it shall give to the Registrar of Companies, in the
case of an increase of share capital, within twenty-eight days
after the passing, or in the case of a special resolution the
confirmation, of the resolution authorising the increase, and
in the case of an increase of members within fifteen days
after the increase was resolved on or took place, notice of
the increase of capital or members, and the Registrar of
Companies shall record the increase.
(2) Every company which makes default in complying
with the requirements of this section shall be liable to a fine
not exceeding fifty dollars for every day during which the
default continues, and every director and manager of the
company who knowingly and wilfuly authories or permits
the default shall be liable to the like penalty.
46.-(1) A company limited by shares may, by special
resolution confirmed by an order of the court, modify the
conditions contained in its memorandum so as to recognise
its share capital, whether by the consolidation of shares of
different classes or by the division of its shares into shares
of different classes:
Provided that no preference or special attached
to or belonging to any class of shares shall be interfered
with except by a resolution passed by a majority in member
of shareholders of that class holding three-fourths of the
share capital of that class in the same manner as a special
resolution of the company is required to be cofirmed, and
every resolution so passed shall bind all shareholders of the
class.
As amended by Law Rev. Ord., 1924.
(2) Where an order is made under this section, an office
copy thereof shall be filed with the Registrar of Companies
within seven days after the making of the order, or within
such further time as the court may allow, and the resolution
shall not take effect until such a copy has been so filed.
Reduction of share capital.
47.-(1) Subject to confirmation by the court, a company
limited by shares, if so authorised by its articles, may by
special resolution reduce its share capital in any way, and in
particular (without prejudice to the generality of the foregoing
power) may-
(a) extinguish or reduce the liability on any of its shares
in respects of share capital not paid up; or
(b) either with or without extinguishing or reducing
liability on any of its shares, cancel any paid up share capital
which is lost or unrepresented by available assets; or
(c) either with or without extinguishing or reducing
liability on any of its shares, cancel any paid up share capital
which is lost or unrepresented by available assets; or
and may, if and so far as is necessary, alter its memorandum
by reducing the amount of its share capital and of its shares
accordingly.
(2) A special resolution under this section is in this Ordi-
nance called a resolution for reducing share capital.
48. Where a company has passed and confirmed a
resolution for reducing share capital, it may apply by petition
to the court for an order confirming the reduction.
49. On an from the confirmation by a compnay of a
resolution for reducing share capital, or where the reduction
does not involve either the diminution of any liability in
respect of unpaid share capital or the payment to any share-
holder of any paid up share capital, then on and from the
presentation of the petition for confirming the reductiong, the
company shal add to its name, until such date as the court
may fix, the words and reduced, as the last words in its
name, and those words shall, until that date, be deemed to
be part of the name of the company:
Provided that, where the reduction does not involve either
the diminution of any liability in respect of unpaid share
capital or the payment to any shareholder of any paid up
share capital, the court may, if it thinks expedient, dispense
altogether with the addition of the words and reduced.
50.-(1) Where the proposed reduction of share capital
involves either diminution of liability in respect of unpaid
share capital or the payment to any shareholder of any paid
up share capital, and in any other case if the court so directs,
every creditor of the company who at the date fixed by the
court is entitled to any debt or claim which, if that date were
the commencement of the winding-up of the company, would
be admissible in proof against the company, shall be entitled
to object to the reduction.
(2) The court shall settle a list of creditors so entitled to
object, and for that purpose shall ascertain, as far as possible
without requiring an application from any creditor, the names
of those creditors and the nature and amount of their debts
or claims, and may publish notices fixing a day or days within
which creditors not entered on the list are to claim to be so
entered or are to be excluded from the right of objecting to
the reduction.
(3) Where a creditor entered on the list whose debt or
claim is not discharged or determined does not consent to
the reduction, the court may dispense with the consent of
that creditor, on the company securing payment of his debt
or claim by appropriating, as the court may direct, the
following amount:-
(i) if the company admits the full amount of his debt or
claim, or, thought not admitting it, is willing to provided for
it, then the full amount of the debt or claim;
(ii) if the company does not admit or is not willing to
provide for the full amount of the debt or claim, or if the
amount is contingent or not inquiry and adjudication as if the
company were being wound up by the court.
51. The court, if satisfied, with respect to every creditor
of the company who under this Ordinance is entitled to object
to the reduction, that either his consent to the reduction has
been obtained or his debt or claim has been discharged or
has detemined, or has been secured, may make an order
confirming the reduction on such terms and conditions as it
thinks fit.
52.-(1) The Registrar of Companies on production to
him of an order of the court confirming the reduction of the
share capital of a company, and the delivery to him of a copy
of the order and of a minute (approved by the court), showing
with respect to the share capital of the company, as altered
by the order, the amount of the share capital, the number of
share into which it is to be divided, and the amount of each
share, and the amount (if any) at the date of the registration
deemed to be paid up on each share, shall register the order
and minute.
(2) On the registration, and not before, the resolution for
reducing share capital as confirmed by the order so registered
shall take effect.
(3) Notice of the registration shall be published in such
manner as the court may direct.
(4) The Registrar of Companies shall certify under his
hand the registration of the order and minute, and his
certificate shall be conclusive evidence that all the require-
ments of this Ordinance with respect to reduction of share
capital have been complied with, and that the share capital
of the company is such as is stated in the minute.
53.(1) The minute when registered shall be deemed to
be substituted for the corresponding part of the memorandum
of the company, and shall be valid and alterable as if it had
been originally contained therein; and must be embodied
in every copy of the memorandum issued after its registra-
tion.
(2) Every company which makes default in complying
with the requirements of this sections shall be liable to a
fine not exceeding ten dollars for each copy in respect of
which default is made, and every director and manager
of the company who knowingly and wilfully authorises or
permits the default shall be liable to the like penalty.
As amended by Law Rev. Ord., 1924.
54. A member of the company, past or present, shall not
be liable in respect of any share to any call or constribution
exceeding in amount the difference (if any) between the
amount paid, or (as the case may be) the reduced amount, if
any, which is to be deemed to have been paid, on the share
and the amount of the share as fixed by the minute:
Provided that if any creditor, entitled in respect of any
debt or claim to object to the reduction of share capital, is,
by reason of his ignorance of the proceedings for reduction,
or of their nature and effect with respect to his claim, not
entered on the list of creditors, and after the reduction, the
company is unable, within the meaning of the provisions of
this Ordinance with respect to winding up by the Court, to
pay the maount of his debt or cliam, then-
(i) every person who was a member of the company at the
date of the registration of the order for reduction and
minute, shall be liable to contribute for the payment of that
debt or claim an amount not exceeding the amount which
he would have been liable to contribute if the company had
commenced to be wound up on the day before that registration;
and
(ii) if the company is wound up, the court, on the applica-
tion of any such creditor, and proof of his ignorance as
aforesaid may, if it thinks fit, settle accordingly, a list of
persons so liable to contribute, and make and enforce calls
and orders on the contributories settled on the list as if they
were ordinary contributories in a winding-up.
Nothing in this section shall affect the rights of the con-
tributories among themselves.
55. Every director, manager, or officer of the company
who wilfully conceals the name of any creditor entitled to
object to the reduction, or wilfully misrepresents the nature
or amount of the debt or claim of any creditor, and every
director or manager of the company who aids or abets in or
in privy to any such concealment or misrepresentation as
aforesaid, shall be guilty of a misdemeanor.
56. In any case of reduction of share capital, the court
may require the company to publish as the court directs the
reasons for reduction, or such other information in regard
As amended by Law Rev. Ord., 1924.
thereto as the court may think expedient with a view to
give proper information to the public, and, if the court
thinks fit, the causes which led to the reduction.
57. A company limited by guarantee and registered on
or after the date of the commencement of this Ordinance,
may, if it has a share capital, and is so authorised by its
articles, increase or reduce its share capital in the same
manner and subject to the same conditions in and subject to
which a company limited by shares may increase or reduce
its share capital under the provisions of this Ordinance.
Registration of unlimited company as limited.
58.-(1) Subject to the provisions of this section, any
company registered as unlimited may register under this
Ordinance as limited, or any company already registered as
a limited company, may re-register under this Ordinance,
but the registration of any unlimited company as a limited
company shall not affect any debts, liabilities, obligations,
or contracts incurred or entered into by, to, with, or on
behalf of the company before the registration, and those
debts, liabilities, obligations, and contracts may be enforced
in manner provided by Part VII in the case of a company
registered in pursuance of that Part.
(2) On registration in pursuance of this section, the
Reigstrar of Companies shall close the former registration of
the company, and may dispense with the delivery to him of
copies of any documents with copies of which he was
furnished on the occasion of the original registration of the
company, but, save as aforesaid, the registration shall take
place in the same manner and shall have the same effect as
if it were the first registration of the company under this
Ordinance, and as if the provisions of the Ordinance or
Ordinances under which the company was previously
registered and regulated had been contained in different
Ordinances from those under which the company is register-
ed as a limited company.
59. An unlimited company having a share capital may,
by its resolution for registration as a limited company in
pursuance of this Ordinance, do either or both of the follow-
ing things, namely:-
(a) increase the nominal amount of its share capital by
increasing the nominal amount of each of its shares, but
subject to the condition that no part of the increased capital
shall be capable of being called up except in the event and
for the purposes of the company being wound up;
(b) provided that a specified portion of its uncalled share
capital shall not be capable or being called up except in the
event and for the purposes of the company being wound up.
Reserve liability of limited company.
60. A limited company may be special resolution deter-
mine that any portion of its share capital which has not been
already called up shall not be capable of being called up,
except in the event and for the purposes of the company
being wound up, and thereupon that portion of its share
capital shall not be capable of being called up except in the
event and for the purposes aforesaid.
Unlimited liability of directors.
61.-(1) In a limited company the liability of the directors
or managers, or of the managing director, may, if so provid-
ed by the memorandum, be unlimited.
(2) In a limited company in which the liability of a
director or manager is unlimited, the directors or managers
of the company (if any), and the member who proposes a
person for election or appointment to the office of the
director or manager, shall add to that proposal a statement
that the liability of the personholding that office will be
unlimited, and the promoters, directors, managers, and
secretary (if any) of the company, or one of them, shall,
before the person accepts the office or acts therein, give
him notice in writing that his liability will be unlimited.
(3) Every director, manager, or proposer who makes
default in adding such a statement, and every promoter,
director, manager, or secretary who makes default in giving
such a notice, shall be liable to a fie not exceeding one
thousand dollars, and shall also be liable for any damage
which the person so elected or appointed may sustain from
the default, but the liability of the person elected or ap-
pointed shall not be affected by the default.
As amended by Law Rev. Ord., 1924.
62.-(1) A limited company, if so authorised by its
articles, may, by special resolution, alter its memorandum
so as to rendor unlimited the liability of its directos, or
managers, or of any managing director.
(2) Upon the confirmation of any such special resolution,
the provisions thereof shall be as valid as if they had been
originally contained in the memorandum; and a copy thereof
shall be embodied in or annexed to every copy of the
memorandum issued after the confirmation of the resolution.
(3) Every company which makes default in complying
with the requirements of this section, shall be liable to a
fine not exceeding ten dollars for each copy in respect of
which default is made; and every director or manager of the
company who knowingly and wilfully authorises or permits
the default shall be liable to the like penalty.
PART III.
MANAGEMENT AND ADMINISTRATIONS.
Office and name.
63.-(1) Every company, other then a China company,
shall have a registered office in the Colony, and every China
company shall have a registered office within the limits of
the China (Companies) Order in Council, 1915, to which all
communications and notices may be addressed.
(2) Notice of the situation of the registered office, and of
any change therein, shall be given to the Registrar of
Companies, who shall record the same.
(3) Every company which carries on business without
complying with the requirements of this section shall be
liable to a fine not exceeding fifty dollars for every day druing
which it so carries on business.
64.-(1) Every limited company-
(a) shall paints or affix, and keep painted or affixed, its
name on the outside of every office or place in which it
business is carried on, and on the outside of its registered
office, in a conspicuous position, in letter easily legible;
As amended by Law Rev. Ord., 1924.
As amended by No. 31 of 1915 and Law Rev. Ord., 1924.
As amended by No. 31 of 1915, No. 12 of 1924. No. 33 of 1923 and Law Rev.
Ord., 1924.
(b) shall have its name mentioned in legible characters on
its seal;
(c) shall have its name mentioned in legible characters in
all notices, advertisements, and other official publications of
the company, and in all bills of exchange, promissory notes,
indorsements, cheques, and orders for money or goods purporting
to be signed by or on behalf of the company, and in
all bills of parcels, invoices, receipts, and letters of credit of
the company;
(d) shall have the names of two principal officers of the
company printed in legible character on all trade catalogues,
trade circulars, show cards, and business letters on or in
which the name of the company appears.
(2) Every limited company which uses a transliteration or
translation of its name in Chinese characters shall append
thereto the Chinese characters, and, if a China
company, shall also prefix to the said transliteration or
transaltion the Chinese characters.
(3) Every limited company which makes any default in
complying with any of the provisions of sub-sections (1) and
(2) shall be liable to a fine not exceeding five hundred dollars
for each default, and in the case of a continuing default to a
fine not exceeding fifty dollars for every day during which
the default continues, and every director and manager of a
company who knowingly and wilfully authorises or permits
the default shall be liable to the like penalty; Provided that
no director or manager shall be liable to be fined both under
this sub-section and also under sub-section (4) in respect of
the same default.
(4) If any director, manager, or officer of a limited company,
or any person on its behalf, uses or authorises the use of
any seal purporting to be a seal of the company whereon its
name is not so engraven as aforesaid, or issues or authorises
the issue of any notice, advertisement, or otehr official
publication of the company, or signs or authorises to be
signed on behalf of the company any bill of exchange, prom-
issory note, indorsement, cheque, order for money or goods,
or issues or authorises to be issued any bill of parcels, invoice,
receipt, or letter of credit of the company, wherein its name
is not mentioned in manner aforesaid, he shall be liable to
a fine not exceeding five hundred dollars, and shall further
be personally liable to the holder of any such bill of exchange,
promissory note, cheque, or order for money or goods, for
the amount thereof, unless the same is duly paid by the
company.
Meetings and proceedings.
65.-(1) A general meeting of every company shall be
held once at the least in every calendar year, and not more
than fifteen months after the holding of the last preceding
general meenting, and, if not so held, the company and every
director, manager, secretary, and other officer of the company
who is knowingly a party to the default, shall be liable to a
fine not exceeding five hundred dollars.
(2) When default has been made in holding a meeting of
the company in accordance with the provisions of this section,
the court may, on the application of any member of the
company, call or direct the calling of a general meeting of
the company.
66.-(1) Every company limited by shares and registered
on or after the date of the commencement of this Ordinance
shall, within a period of not less than one month nor more
than three months from the date at which the company is
entitled to commence business, hold a general meeting of the
members of the company which shall be called the statutory
meeting.
(2) The director shall, at least seven days before the day
on which the meeting is held, forward a report (in the
Ordinance called the statutory report) to every member of
the company and to every other person entitled under this
Ordinance to receive it. Such report shall be in the English
language.
(3) The statutory report shall be certified by not less thean
two directors of the company, or, where there are less than
two directors, by the sole director and manager, and shall
state-
(a) the total number of shares alloted, distinguishing
shares alloted as fully or partly paid up otherwsie than in
cash, and stating in the case of shares partly paid up the
extent to which they are so paid up, and in either case the
consideration for which they have been alloted;
As amend by No. 22 of 1913, No. 31 of 1915 and Law Rev. Ord., 1924.
(b) the total amount of cash received by the company in
respect of all the shares allotted, distinguished as aforesaid.
(c) an abstract of the receipts of the company on account
of its capital, whether from shares or debentures, and of the
payments made thereout, up to a date within seven days of the
date of the report, exhibiting under distinctive headings the
receipts of the company from shares and debentures and
other sources, the payments made thereout, and particulars
concerning the balance remaining in hand, and an account
or estimate of the preliminary expenses of the company;
(d) the names, addresses and descriptions of the directors,
auditors, managers (if any), and secretary of the company;
and
(c) the particulars of any contract, the modifiction of
which is to be submitted to the meeting for its approval,
together with the particulars of the modification or proposed
modification.
In the case of every company formed for the purpose of
taking over a business as a going concern, the statutory
report shall also contain a statement of the assets and
liabilities acquired showing what part of such assets and
liabilities have been realized or discharged respectively
between the incorporation of the company and the date of
the statutory report.
(4) The statutory report shall, so far as it relates to the
shares allotted by the company, and to the cash received in
respect of such shares, and to the receipts and payments
of the company on capital account, and in the case of a
company formed for the purpose of taking over a business
as a going concern to the assets and liabilities of such
business realized or discharged respectively, be certified as
correct by the auditors, if any, of the company.
(5) The directors shall cause a copy of the statutory
report, certified as by this section required, to be filed with
the Registrar of Companies forthwith after the sending
thereof to the members of the company.
(6) The directors shall cause a list showing the names,
descriptions, and addresses of the members of the company,
and the number of shares held by them respectively, to be
produced at the commencement of the meeting, and to
remain open and accessible to any member of the company
during the continuance of the meeting.
(7) The members of the company present at the meeting
shall be at liberty to discuss any matter relating to the
formation of the compay, or arising out of the statutory
report, whether previous notice has been given or not, but
no resolution of which notice has not been given in accordance
with the articles may be passed.
(8) The meeting may adjourn from time to time, and at
any adjourned meeting any resolution of which notice has
been given in accordance with the articles, either before or
subsequently to the former meeting, may be passed, and the
adjourned meeting shall have the same powers as an original
meeting.
(9) If a petition is presented to the court in manner
provided by Part IV for winding up the company on the
ground of default in filing the statutory report or in holding
the statutory meeting, the court may, instead of directing
that the company be wound up, give directions for the
statutory report to be filed or a meeting to be held, or make
such other order as may be just.
(10) The provisions of this section as to the forwarding
and filing of the statutory report shall not apply in the case
of a private company.
67.-(1) Notwithstanding anything in the articles of a
company, the directors of a company shall, on the requisi-
tion of the holders of not less than one-tenth of the issued
share capital of the company upon which all calls or other
sums then due have been paid, forthwith proceed to convene
an extraordinary general meeting of the company.
(2) The requisition must state the objects of the meeting,
and must be signed by the requistionists and deposited at
the registered office of the company, and may consist of
several documents in like form, each signed by one or more
requisitionists.
(3) If the directors do not proceed to cause a meeting
to be held within twenty-one days from the date of the
requisition being so deposited, the requisitionists, or a
majority of them in value, may themselves convene the
meeting, but any meeting so convened shall not be held
after three months from the date of the deposit.
(4) If at any such meeting a resolution requiring con-
firmation at another meeting is passed, the directors shall
forthwith convene a further extraordinary general meeting
for the purpose of considering the resolution and, if thought
fit, of confirming it as a special resolution; and, if the
directors do not convene the meeting within seven days
from the date of the passing of the first resolution, the
requisitionists, or a majority of them in value, may them-
selves convene the meeting.
(5) Any meeting convened under this section by the
requisitionists shall be convened in the same manner, as
nearly as possible, as that in which meetings are to be
convened by directors.
68. in default of, and subject to, any regulations in the
articles-
(1) a meeting of a company may be called by seven days
notice in writing, served on every member in manner in
which notices are required to be served by Table A in the
First Schedule;
(2) five members may call a meeting;
(3) any person elected by the members presents at a meeting
may be chairman thereof;
(4) every member shall have one note.
69. A company which is a member of another company
may, by resolution of the directors, authorise any of its
officials or any other person to act as its representative at any
meeting of that other company, and the person so authorised
shall be entitled to exercise the same powers on behalf of the
company which he represents as if he were an individual
shareholder of that other company.
70.-(1) a resolution shall be an extraordinary resolution
when it has been passed all a majority of not less than three-
fourths of such members entitled to vote as are present in
person or by proxy (where proxies are allowed) at a general
meeting of which notice specifying the intention to propose
the resolution as an extraordinary resolution has been duly
given.
(2) A resolution shall a special resolution when it has
been-
(a) passed in manner required for the passing of an extra-
ordinary resolution; and
(b) confirmed by a majority of such members entitled to
vote as are present in person or by proxy (where proxies are
allowed) at a subsequent general meeting, of which notice
has been duly given, and held after an interval of not less
than fourteen days, nor more than one month, from the date
of the first meeting.
(3) At any meeting at which an extraordinary resolution
is submitted to be passed or a special resolution is submitted
to be passed or confirmed, a declaration of the chariman that
the resolution is carried shall, unless a poll is demanded, be
concluisve evidence of the fact without proof of the number
or proportion of the votes recorded in favour of or against
the resolution.
(4) At any meeting at which an extraordinary resolution
is submitted to be passed or a special resolution is submitted
to be passed or confirmed, a poll may be demanded, if
demanded by three persons for the time being entitled
according to the articles to vote, unless the articles of the
company require a demand by such number of such persons.
not in any case exceeding five, as may be specified in the
articles.
(5) When a poll is demanded in accordance with this
section, in computing the majority on the poll reference shall
be had to the number of votes to which each member is
entitled by the articles of the company.
(6) For the purposes of this section, notice of a meeting
shall be deemed to be duly given and the meeting to be duly
held when the notice is given and the meeting held in man-
ner provided by the articles.
71.-(1) A copy of every special and extraordinary resolu-
tion shall within twenty-eight days from the confirmation of
the special resolution, or from the passing of the extra-
ordinary resolution, as the case may be, be printed in the
English language and forwarded to the Registrar of Com-
panies, who shall record the same.
As amended by No. 22 of 1913 and Law Rev. Ord., 1924
(2) Where articles have been registered, a copy of every
special resolution for the time being in force shall be
embodied in or annexed to every copy of the articles issued
after the confirmation of the resolution.
(3) Where articles have not been registered, a copy of
every special resolution shall be forwarded in print to any
member at his request, on payment of fifty cents or such less
sum as the company may direct.
(4) Every company which makes default in printing or
forwarding a copy of a special or extraordinary resolution to
the Registrar of Companies shall be liable to a fine not
exceeding twenty dollars for every day during which the
default continues.
(5) Every company which makes default in embodying in
or annexing to a copy of its articles or in forwarding in
print to a member when required by this section a coy of a
special resolution shall be liable to a fine not exceeding ten
dollars for each copy in respect of which default is made.
(6) Every director and manager of a company who know-
ingly and wilfully authories or permits any default by the
company in complying with the requirements of this section
shall be liable to the like penalty as is imposed by this
section on the company for that default.
72.-(1) Every company shall cause minutes of all pro-
ceedings of general meetings and of its directors to be entered
in books kept for that purpose.
(2) Any such minute if purporting to be signed by the
chairman of the meeting at which the proceedings were had,
or by the chairman of the next succeeding meeting, shall be
evidence of the proceedings.
(3) Until the contrary is proved, every general meeting of
the company or meeting of directors in respect of the
proceedings whereof minutes have been so made shall be
deemed to have been duly held and convened, and all
proceedings had thereat to have been duly had, and
all appointments of directors, or liquidators, shall be deemed
to be valid.
Appointment, qualification, and duties, &c., of directors.
73.-(1) A person shall not be capable of being appointed
director of a company by the articles, and shall not be named
as a director or proposed director of a company in any
prospectus issued by or an behalf of the company, or in any
statement in lieu of prospectus filed by or on behalf of a
company, unless, before the registration of the articles or the
publication of the prospectus, or the filing of the statement
in lieu of prospectus, as the case may be, he has by himself
or by his agent authorised in writing-
(i) signed and filed with the Registrar of Companies a
consent in writing to act as such director; and
(ii) either signed the memorandum for a number of shares
not less than his qualification (if any), or signed and filed
with the Registrar of Companies a contract in writing to
take from the company and pay for his qualification shares
(if any).
(2) On the application for registration of the memorandum
and articles of a company, the applicant shall deliver to the
Registrar of Companies a list of the persons who have
consented to be directors of the company, and, if this list
contains the name of any person who has not so consented,
the applicant shall be liable to a fine not exceeding five
hundred dollars.
(3) This section shall not apply to a private company nor
to a prospectus issued by or on behalf of a company after
the expiration of one year from the date at which the
company is entitled to commence business.
74.-(1) Without prejudice to the restrictions imposed by
section 73, it shall be the duty of every director who is by
the regulations of the company required to hold a specified
share qualification, and who is not already qualified, to
obtain his qualification within two months after his appoint-
ment, or such short time as may be fixed by the regula-
tions of the company.
(2) The office of director of a company shall be vacated,
if the director does not within two months from the date of
his appointment, or within such short time as may be
As amended by Law Rev. Ord., 1924
fixed by the regulations of the company, obtain his qualifica-
tion, or if after the expiration of such period or short time
he ceases at any time to hold his qualification; and a
person vacating office under this section shall be incapable
of being re-appoint director of the company until he has
obtained his qualification.
(3) If after the expiration of the said period or short
time any unqulaified person acts as a director of the
company, he shall be liable to a fine not exceeding fifty
dollars for every day between the expiration of the said
period or short time and the last day on which it is proved
that he acted as a director.
75. The acts of a director shall be valid notwithstanding
any defect that may afterwards be discovered in his appoint-
ment or qualification.
76.-(1) Every company shall keep at its registered office
a register containing the names and addresses and the
occupations of its directors, and send to the Registrar of
Companies a copy thereof (which shall be printed in the
English language), and from tiem to time notify to the
Registrar of Companies any charge among its directors.
(2) If default is made in compliance with this section, the
company shall be liable to a fine not exceeding fifty dollars
for every day during which the default continues; and every
director of the company who knowingly and wilfully
authories or permits the default shall be liable to the like
penalty.
Duties of directors as to accounts.
77.-(1) The directors shall cause true accounts to be
kept-
(a) of the sums of money received and expended by the
company and the matter in respect of which such receipt
and expenditure takes place; and
(b) of the assets and liabilities of the company.
And for this purpose they shall cause to be kept the
following books, namely:-
As amended by No. 22 of 1913 and Law Rev. Ord., 1924.
As amended by No. 22 of 1913, No. 12 of 1921 and Law Rev. Ord., 1924.
(i) A cash book or books which shall contain a full and
complete record of all sums of money paid to the company
or to any agent to the company and of all sums of money
expended by the company or by any agent of the company
and of the matters in respect of which such receipt and
expenditure take place:
Provided that, if such book or books are kept in a
language other than English, there shall also be kept in the
English language a book which shall contain a daily
summary of all the receipts which are recorded in the cash
book or books. There shall be set out in such summary
under appropriate heads the daily totals of receipts and
payments in such a manner as to show clearly their respec-
tive sources and the accounts in respect of which they are
made, and full particulars shall be given in respect of all
receipts and payments on account of capital and of all pay-
ments made to director of the company. The entries in
such book shall in every case be made at a date not later
than one month from the date under which the transactions
of which they are a record are entered in the cash book or
books.
(ii) a journal or otehr book or books in which shall be
recorded all financial transactions of the company other than
cash transactions and all transactions which in any way
affect the accretions and diminutions on capital and revenue
accounts of the company with full explanations of such
transactions.
(iii) a ledger or other book or books in which shall be
entered each to it proper account the transactions recorded
in the cash book and journal so as to show the financial
relations of the company with every party with whom it has
dealings and the financial position of the company itself.
(2) The books of account shall be kept at the registered
office of the company, or at such other place as the directors
think fit, and hsall always be open to the inspection of the
directors.
(3) The directors shall determine whether and to what
extent and at what times and places and under what conditions
or regulations the accounts and books of the company or any
of them shall be open to the inspection of members not being
directors, and no member (not being a director) shall have
any right of inspecting any account or book or document of
the company except as conferred by Ordinance or authorised
by the directors by the company in general meeting.
(4) Once at least in every year the directors shall lay before
the company in general meeting a profit and loss account for
the period since the preceding accoutn or (in the case of the
first account) since the incorporation of the company, made
up to a date not more than six months before such meeting.
(5) A balance sheet shall be made out in every year and
laid before the company in general meeting made up to a
date not more than six months before such meeting. The
balance sheet shall be accompanied by a report of the directors
as to the state of the company's affairs, and the amount which
they recommend to be paid by way of dividend, and the
amount, if any, which they propose to carry to a reserve fund,
(6) A copy of the balance sheet and report shall, seven
days previously to the meeting, be sent to the persons entitled
to receive notices of general meetings in the manner in
which notices are required to be served under the provisions
of this Ordinance.
(7) If default is made in compliance with any of the
provisions of this section, every directors of the company who
knowingly and wilfully authories or permits the default
shall be liable to a fine not exceeding five hundred dollars.
(8) Sub-sections (4), (5) and (6) shall not apply to private
companies.
78.-(1) Contracts on behalf of a company may be made
as follows:
(i) any contract which if made between private persons
would be by law required to be in writing under seal, may
be made on behalf of the company, in writing under the
common seal of the company, and may in the same manner
be varied or discharged;
(ii) any contract which if made between private persons
would be by law required to be in writing, signed by the
parties to be charged therewith, may be made on behalf of
the company in writing signed by any person acting under
its authority, express or implied, and may in the same manner
be varied or discharged;
(iii) any contract which if made betwee private persons
would by law be valid although made by parol only, and not
reduced into writing, may be by parol on behalf of the
company by any person acting under its authority, express or
implied, and may in the same manner be varied or discharged.
(2) All contracts made according to this section shall be
effectual in law, and shall bind the company and its successors
and all other parties thereto, their heirs, executors, or
administrators as the case may be.
79. A bill of exchange or promissory note shall be deemed
to have been made, accepted, or indorsed on behalf of a
company if made, accepted, or indorsed in the name of, or
by or on behalf or on account of, the company by any person
actin under its authority.
80. A company may, by writing under its common seal,
empower any person, either generally or in respect of any
specified matters, as its attorney, to execute deeds on its
behalf in any place not situate in the Colony, or, in the case
of a China company, not situate within the limits of the China
Orders in Council; and every deed signed by such attorney,
on behalf of the company, and under his seal, shall bind the
company, and have the same effect as if it were under the
common seal.
81.-(1) A company whose objects require or comprise the
transaction of business outside the Colony, or a China
company whose objects require or comprise the transaction
of business outside the limits of the China Orders in Council,
may, if authorised by its articles, have for use in any territory,
district, or place not situate in the Colony, or, in the case of
a China company, not situate within the limits of the China
Orders in Council, an official seal, which shall be a facsimile
of the common seal of the company, with the addition on its
face of the name of every territory, district, or place where
it is to be used.
(2) A company having such an official seal may, by writing
under its common seal, authorise any person appointed for
the purpose in any territory, district, or place not situate in
the Colony, or, in the cas of a China company, not situate
As amended by No. 31 of 1915.
within the limits of the China Orders in Council, to affix the
same to any deed or other document to which the company
is party in that territory, district or place.
(3) The authority of any such agent shall, as between the
company and any person dealing with the agent, continue
during the period, if any, mentioned in the instrument
conferring the authority, or if no period is there mentioned,
then until notice of revocation or determination of the agent's
authority has been given to the person dealing with him.
(4) The person affixing any such official seal shall, by
writing under his hand, on the deed or other document
to which the seal is affixed, certify the date and place of
affixing the same.
(5) A deed or other document to which an official seal is
duly affiexed shall bind the company as if it had been sealed
with the common seal of the company.
Prospectus.
82.-(1) Every prospectus issued by or on behalf of a
company or in relation to any intended company shall be
dated, and that date shall, unless the contrary is proved, be
taken as the date of publication of the prospectus.
(2) A copy of every such prospectus signed by every person
who is named therein as a director or proposed director of
the company, or by his agent authorised in writing, shall be
filed for registratio with the Registrar of Companies on or
before the date of its publication, and no such prospectus
shall be issued until a copy has been so filed for registration.
(3) The Registrar of Companies shall not register any
prospectus unless it is dated, and the copy thereof signed, in
manner required by this section.
(4) Every prospectus shall state on the face of it that a
copy has been filed for registration as required by this section.
(5) If a prospectus is issued without a copy thereof being
so filed, the company, and every person who is knowingly a
party to the issue of the prospectus, shall be liable to a fine
not exceeding fifty dollars for every day from the date of the
issue of prospectus until a copy thereof is so filed.
As amended by Law Rev. Ord., 1924.
83.-(1) Every prospectus issued by or on behalf of a
company, or by or on behalf of any person who is or has
been engaged or interested in the formation of the company,
must be in the English language and must state-
(a) the contents of the memorandum, with the names,
descriptions, and addresses of the signatories, and the number
of shares subscribed for by them respectively; and the
number of founders or management or defferred shares, if
any, and the nature and extent of the interest of the holders
in the property and profits of the company; and
(b) the numebr of shares, if any, fixed by the articles as
the qualification of a director, and any provision in the
articles as to the remuneration of the directors; and
(c) the names, descriptions, and addresses of the directors
or proposed directors; and
(d) the minimum subscription on which the directors may
proceed to allotment, and the amount payable on application
and allotment on each share; and in the case of a second or
subsequent offer of shares, the amount offered for subscription
on each previous allotment made within the two preceding
years, and the amount actually alloted, and the amount, if
any, paid on the sahres so allotted; and
(e) the number and amount of shares and debentures which
within the two preceding years have been issued, or agreed
to be issued, as fully or partly paid up otherwise than in
cash, and in the latter case the extent to which they are so
paid up, and in either case the consideration for which those
shares or debentures have been consideration for which those
shares or debentures have been issued or are proposed or
intended to be issued; and
(f) the names and addresses of the vendors of any property
purchased or acquired by the company, or proposed so to be
purchased or acquired, which is to be paid for wholly or
partly out of the proceeds of the issue offered for subscription
by the prospectus, or the purchase or acquisition of which
has not been completed at the date of issue of the prospectus,
and the amount payable in cash, shares, or debentures to the
vendor, and where there is more than one separate vendor,
or the company is a sub-purchaser, the amount so payable to
each vendor: Provided that, where the vendors or any of
them are a firm, the members of the firm shall not be
treated as separate vendors; and
(g) the amount (if any) paid or payable as purchase money
in cash, shares, or debentures, for any such property as
aforesaid, specifying the amount (if any) payable for goodwill;
and
(h) the amount (if any) paid within the two preceding
years, or payable, as commission for subscribing or agreeing
to subscribe, or procuring or agreeing to procure subscrip-
tions, for any shares in, or debentures of, the company, or
the rate of any such commission: Provided that it shall not
be necessary to state the commission payable to sub-under-
writers; and
(i) the amount or estimated amount of preliminary ex-
penses; and
(j) the amount paid within the two preceding years, or
intended to be paid to any promoter, and the consideration
for any such payment; and
(k) the dates of and parties to every material contract, and
a reasonable time and place at which any material contract
or a copy thereof may be inspected: Provided that this
requirement shall not apply to a contract entered into in the
ordinary course of the business carried on or intended to be
carried on by the company, or to any contract entered into
more than two years before the date of publication of the
prospectus; and
(l) the names and addresses of the auditors of the com-
pany; and
(m) full particulars of the nature and extent of the interest
(if any) of every director in the promotion of, or in the
property proposed to be acquired by, the company, or where
the interest of such a director consists in being a partner in
a firm, the nature and extent of the interest of the firm, with
a statement of all sums paid or agreed to be paid to him or
to the firm in cash or shares or otherwise by any peson
either to induce him to become, or to qualify him as, a
director, or otherwise for services rendeed by him or by the
firm in connexion with the promotion or formation of the
company; and
(n) where the comapny is a company having share of more
than one class, the right of voting at meetings of the com-
pany conferred by the several classes of shares respectively.
(2) For the purposes of this section, every person shall be
deemed to be a vendor who has entered into any contract,
absolute or conditional, for the sale or purchase, or for any
option of purchase, of any property to be acquired by the
company, in any case where-
(a) the purchase money is not fully paid at the date of issue
of the prospectus; or
(b) the purchase money is to be paid or satisfied wholly
or in part out of the proceeds of the issue offered for subscrip-
tion by the prospectus; or
(c) the contract depends for its validity or fulfilment on
the result of such issue.
(3) Where any of the property to be acquired by the
company is to be taken on lease, this section shall apply as
if the expression vendor included the lessor, and the
expression purchase money included the consideration for
the lease, and the expression sub-purchaser included a
sub-lessee.
(4) Any condition requiring or binding any applicant for
shares or debentures to waive compliance with any require-
ments of this section, or purporting to affect him with notice
of any contract, document, or matter not specifically referred
to in the prospectus, shall be void.
(5) Where any such prospectus as is mentioned in this
sectio is published as a newspaper advertisement, it shall
not be necessary in the advertisement to specify the contents
of the memorandum or the signatories thereto, and the num-
ber of shares subscribed for by them.
(6) In the event of non-compliance with any of the require-
ments of this section, a director or other person responsible
for the prospectus shall not incur any liability by reason of
the non-compliance, if he proves that-
(a) as regards any matter not disclosed, he was not cogni-
zant thereof; or
(b) the non-compliance arose from an honest mistake of
fact on his part:
Provided that, in the event of non-compliance with the
requirements contained in paragraph (m) of sub-section (1)
no director or other person shall incur any liability in respect
of such non-compliance unless it is proved that he had
knowledge of the matters not disclosed.
(7) This section shall not apply to a circular or notice
inviting members or debenture holdres of a company to
subscribed either for shares or for debentures of the company,
whether with or without the right to renounce in favour of
other person, but, subject as aforesaid, this section shall
apply to any prospectus whether issued on or with reference
to the formation of a company or subsequently.
(8) The requirements of this section as to the memorandum
and the qualification, remuneration, and interest of directors,
the names, descriptions, and addresses of directors or proposed
directors, and the amount or estimated amount of preliminary
expenses, shall not apply in the case of a prospectus issued
more than one year after the date at which the company is
entitled to commence business.
(9) Nothing in this section shall limit or diminish any
liability which any person may incur under the general law
or this Ordinance apart from the section.
84.-(1) A company which does not issue a prospectus
on or with reference to its formation, shall not allot any of
its shares or debentures unless before the first allotment of
either shares or debentures there has been filed with the
Registrar of Companies a statement in the English language
in lieu of prospectus, signed by every person who is named
therein as a director or a proposed director of the company
or by his agent authorised in writing, in the form and
containing the particulars set out in the Second Schedule.
(2) This section shall not apply to a private company or
to a company which has allotted any shares or debentures
before the commencement of this Ordinance.
85. A company shall not previously to the statutory
meeting vary the terms of a contract referred to in the
prospectus or statement in lieu of prospectus, except subject
to the approval of the statutory meeting.
86.-(1) Where a prospectus invites persons to subscribe
for shares in or debentures of a company, every person who
is a director of the company at the time of the issue of the
prospectus, and every person who has authorised the naming
of him and is named in the prospectus as a director or as
as amended by No. 22 of 1913.
having agreed to become a director either immediately or
after an interval of time, and every promoter of the com-
pany, and every person who has authorised the issue of
the prospectus, shall be liable to pay compensation to all
persons who subscribe for any shares or debentures on the
faith of the prospectus for the loss or damage they may
have sustained by reason of any untrue statement therein,
or in any report or memorandum appearing on the face
thereof, or by reference incorporated therein or issued there-
with, unless it is proved-
(a) with respect to every untrue statement not purporting
to be made on the authority of an expert, or of a public
official document or statement, that he had reasonable
ground to believe, and did up to the time of the allotment
of the shares or debentures, as the case may be, believe,
that the statement was true; and
(b) with respect to every untrue statement purporting to
be a statement by or contained in what purports to be a
copy of or extract from a report or valuation of an expert, that
it fairly represented the statement, or was a correct and fair
copy of or extract from the report or valuation: Provided
that the director, person named as director, promoter, or
person who authorised the issue of the prospectus, shall be
liable to pay compensation as aforesaid if it is proved that
he had no reasonable ground to believe that the person
making the statement, report, or valuation was competent to
make it; and
(c) with respect to every untrue statement purporting to
be a statement made by an official person or contained in
what purports to be a copy of or extract from a public official
document, that it was a correct and fair representation of
the statement or copy of or extract from the document:
or unless it is proved-
(i) that having consented to become a director of the
company he withdrew his consent before the issue of the
prospectus, and it was issued without his authority or
consent; or
(ii) that the prospectus was issued without his knowledge
or consent, and that on becoming aware of its issue he
forthwith gave reasonable public notice that it was issued
without his knowledge or consent; or
(iii) that, after the issue of the prospectus and before
allotment thereunder, he, on becoming aware of any untrue
statement therein, withdrew his consent thereto, and grave
reasonable public notice of the withdrawal, and of the reason
therefor.
(2) Where a company, existing before the commence-
ment of this Ordinance, has issued shares or debentures, and
for the purpose of obtaining further capital by subscriptions
for shares or debentures issues a prospectus, a director shall
not be liable in respect of any statement therein, or has adopted or
ratified it.
(3) Where the prospectus contains the name of a person
as a director of the company, or as having agreed to be-
come a director thereof, and he has not consented to become
a director, or has withdrawn his consent before the issue
of the prospectus, and has not authorised or consented
to the issued thereof, the directors of the company, except
any without whose knowledge or consent the prospectus
was issued, and any other person who authorised the issue
thereof, shall be liable to indemnify the person named as
aforesaid against all damages, costs, and expenses to which
he may be made liable by reason of his name having been
insert in the prospectus, or in defending himself against
any action or legal proceedings brought against him in
respect thereof.
(4) Every person who by reason of his being a director, or
name as a director or as having agreed to become a director,
or of his having authorised the issue of the prospectus,
becomes liable to make any payment under this section may
recover contribution, as in case of contract, from any other
person who, if sued separately, would have been liable to
make the same payment, unless the person who has become
so liable was, and that other person was not, guilty of
fraudulent misrepresentation.
(5) For the purposes of this section.
(a) Promoter means a promoter who was a party to
the preparation of the prospectus, or of the portion thereof
containing the untrue statement, but does not include any
person by reason of his acting in a professional capacity for
persons engaged in procuring the formation of the company:
(b) Expert includes engineer, valuer, accountant, and
any other person whose profession gives authority to a state-
ment made by him.
Allotment.
87.-(1) No allotment shall be made of any share capital
of a company offered to the public for subscription, unless the
following conditions have been complied with, namely:-
(a) the amount (if any) fixed by the memorandum or articles
of association and named in the prospectus as the minimum
subscription upon which the directors may proceed to
allotment; or
(b) if no amount is so fixed and named, then the whole
amount of the share capital so offered for subscription.
has been subscribed, and the sum payable on application for
the amount so fixed and named, or for the whole amount
offered for subscription, has been paid to and received by
the company.
(2) The amount so fixed and named and the whole amount
aforesaid shall be reckoned exclusively of any amount payable
otherwise than in cash, and is in this Ordinance referred to
as the minimum subscription.
(3) The amount payable on application on each share shall
not be less than five per cent. of the nominal amount of the
share.
(4) If the conditions aforesaid have not been complied
with on the expiration of forty days after the first issue of
the prospectus, all money received from applicants for shares
shall be forthwith repaid to the applicants without interest,
and, if any such money is not so repaid within forty-eight
days after the issue of the prospectus, the directors of the
company shall be jointly and severally liable to repay that
money with interest at the rate of five per cent. from the
expiration of the forty-eighth day;
Provided that a director shall not be liable if he proves
that the loss of the money was not due to any misconduct or
negligence on his part.
(5) Any condition requiring or binding any applicant for
shares to waive compliance with any requirement of this
section shall be void.
(6) This section, except sub-section (3), shall not apply to
any allotment of shares subsequent to the first allotment of
share offered to the public for subscription.
(7) In the case of the first allotment of share capital
payable in cash of a company which does not issue any invita-
tion to the public to subscribe for its shares, no allotment shall
be made unless the minimum subscription (that is to say):-
(a) the amount (if any) fixed by the memorandum or
articles and named in the statement in lieu of prospectus as
the minimum subscription upon which the directors may
proceed to allotment; or
(b) if no amount is so fixed and named, then the whole
amoutn of the share capital other than that issued or agreed
to be issued as fully or partly paid up otherwise than in cash,
has been subscribed and an amount not less than five per
cent. of the nominal amount of each share payable in cash
has been paid to and received by the company.
This sub-section shall not apply to a private company or
to a company which has allotted any shares or debentures
before the commencement of this Ordinance.
88.-(1) An allotment made by a company to an applicant
in contravention of the provisions of section 87 shall be
voidable at the instance of the applicant within one month
after the holding of the statutory meeting of the company
the company is in course of being wound up.
(2) Every director of a company who knowingly con-
travenes or permits or authories the contravention of any of
the provisins of section 87 with respect to allotment shall
be liable to compensate the company and the allottee respec-
tively for any loss, damages, or costs which the company or
the allottee may have sustained or incurred thereby:
Provided that proceedings to recover any such loss, damages,
or costs shall not be commenced after the expiration of two
years from the date of the allotment.
As amended by Law Rev. Ord., 1924
89. (1) a company shall not commence any business or
exercise nay borrowing powers unless-
(a) shares held subject to the payment of the whole
amount thereof in cash have been allotted to an amount not
less in the whole than the minimun subsecription; and
(b) every director of the company has paid to the company
on each of the shares taken or contracted to be taken by
him, and for which he is liable to pay in cash, a proportion
equal to the proportion payable on application and allotment
on the shares offered for public subsecription, or in the case
of a company which does not issue a prospectus inviting the
publice to subscribe for its shares, on the shares payable in
cash; and
(c) it has been proved to the registrar of companies to
his satisfaction that the conditions of this sub-section have
been complied with; and
(d) in the case of a company which does not issue a
propsecuts inviting the public to subscribe for its shares,
there has been filed with the registrar of companies a state-
ment in lieu of prospectus.
2(a) for the purpose of satisfying himself that the
conditions of sub-section (1) have been complied with, it
shall be lawful for the registrar of companies to require-
(i) the filing of one or more statutory declarations in such
form and by such directors or other officers of the company
as he may in each case prsecrible;
(ii) the production and vertificate of such documents
relating tothe company as he may in each case call for; and
(iii) such additional evidence of bona fides as he may in
each case conside necessary.
(b) upon the company complying with the aforesaid condi-
tions, the registrar of compaines shall certify that the
company is entitled to commence business, and such certif-
icate shall be conclusive evidence that the company is so
entitled.
as amended by no. 22 of 1913 no. 31 of 1915 no. 12 of 1921,
no. 33 of 1923 and law rev. ord., 1924.
(3) any contract made by a company before the date at
which it is entitled to commence business shall be provisional
only, and shall not be binding on the company until that
date, and on that date it shall become binding.
(4) nothing in this section shall prevent the simultaneous
offer for subscription or allotment of any shares and
debentures or hte receipt of any money payable on applica-
tion for debentures.
(5) if any company commences business or exercise
borrowing powers in contravention of this section, every
person who is responsible for the contravention shall, with-
out prejudice to any other liability, be liable to a fine not
exceeding five hundred dollars for every day during which
the ocntravention continues.
[(6) rep. no. 33 of 1923]
(7) nothing in this section shall apply to a private com-
pany or to a company registered before the commencement
of this ordinance.
89A (1). if a company (other than a private company)
fails to obtain a certificate to commence business within one
year of the date of its incorporation, the registrar of
companies shall send by registered post to the company at
its registered office a letter calling upon the company to
apply for the said certificate.
(2) if the company fails to obtain the said certificate with-
in one month of the posting of the said letter, the registrar
of companies shall publish inthe gazette a notice to the
effect that the company will be struck off the register if it
fails to obtain the said certificate within two months after
the publication of the said notice.
(3) if the company fails to obtain the said certificate
within two months of the publication of the said notice, the
registrar of companies shall strike the company off the
register and shall publish in the gazette a notification to the
effect that the company has been struck off the register.
(4) upon the publication in the gazette of the said
notification, the company shall be deemed to be dissolved.
as amended by no. 33 of 1923.
(5) if any company is struck off the register or dissolved
under the provisions of this section, the court, on the applica-
tion of the company or of any member or creditor thereof
may, on any grounds which may seem fit to the court, order
that the company be restored to the register, either perma-
nently or temporarily, and may make such restoration subject
to any conditions which may seem fit to the court.
(6) upon the making of any such order, the company shall
be restored to the register and shall, subject to any order
which the court may make, be deemed to have continued in
existence as if it had not been struck off the register, and the
court may give any directions which may seem necessary in
the circumstances.
(7) if no office of the company has been registered, copies
of the letter referred to in sub-section (1) shall be sent by
the registrar of companies by registered post to each of the
persons who subscribed the memorandum of the company at
the respective addresses given therein.
(8) the provisions of sub-section (5) shall also apply in
the case of any company which was struck off the register
under the provisions of section 89(6).
90.(1) whenever a company limited by shares makes
any allotment of its shares, the company shall within six
weeks thereafter file with teh registrar of companies-
(a) a return of the allotments, stating the number and
nominal amount of the shares comprised in the allotment,
the names, addresses, and descriptions of the allottees, and,
in the case of chinese allottees, their names, addresses and
descriptions both in english and in chinese characters,
and the amount (if any) paid or due and payable on each
share; and
(b) in the case of shares allotted as fully or partly paid up
otherwise than in cash, a contract in writing constituting the
title of the allottee to such allotment together with any
contract of sale, or for services or other consideration in
respect of which such allotment was made, such contracts
being duly stamped, and a return stating the number and
nominal amount of shares so allotted, the extent to which
they are to be treated as paid up, and the consideration for
which they have been allotted.
as amended by no. 22 of 1913, no. 12 of 1921 and law rev. ord. 1924.
(2) where such a contract as above mentioned is not
reduced to writing the company shall within one month
after the allotment file with the registrar of companies the
prescribed particulars of the contract stamped with the same
stamp duty as would have been payable if the contract had
been reduced to writing, and those particulars shall be
deemed to be an instrument within the meaning of the stamp
ordinance, 1921, and the registrar of compaines may, as a
condition of filing the particulars, require that the duty
payable thereon be adjudicated under section 14 of that
ordinance.
(3) if default is made in complying with the requirements
of this section, every director, manager, secretary, or other
officer of the company, who is knowingly a party to the
default, shall be liable to a fine not exceeding five hundred
dollars for every day during which the default continues;
provided that, in case of default in filing with teh registrar
of companies within six weeks after the allotment any docu-
ment required to be filed by this section, the company, or
any person liable for the default, may apply to the court for
relief, and the court, if satisfied that the omission to file the
docuemnt was accidental or due to inadvertence or that it is
just and equitable to grant relief, may make an order
extending the time for the filing of the document for such
period as the court may think proper.
(4) any return, contract in writing, particulars of contract
or other document required to be filed with the registrar of
companies under the provisions of this section shall be in
the english language.
commissions and discounts.
91.(1) it shall be lawful for a company to pay a com-
mission to any person in consideration of his subscribing or
agreeeing to subscribe, whether absolutely or conditonally,
for any shares in the company, or procuring or agreeing to
procure subscriptions, whether absolute or conditonal, for
any shares in the company, if the payment of the commission
is authorised by the articles, and the commission paid or
agreed to be paid does not exceed the amount or rate so
authorised, and if the amount or rate per cent of the com-
mission paid or agreed to be paid is-
(a) in the cases of shares offered to the public for subscrip-
tion, disclosed in teh prospectus; or
(b) in the case of shares ont offered to the public for
subscription, disclosed in the statement in lieu of prospectus.
or in a statement in the prsecribed from signed in like
manner as a statement in lieu of prospectus and filed with
the registrar of companies, and where a circular or notice
not being a prospectus, inviting subscriptions for the shares
is issued, also disclosed in that circular or notice.
(2) save as aforesaid, no company shall apply any of its
shares or capital money either directly or indirectly in pay-
ment of any commission, discount or allowance, to any
person in consideration of his subscribing or agreeing to
subsecribe, whether absolutely or conditonally, for any shares
of the company, or procuring or agreeing to procure sub-
scriptions, whether absolute or conditonal, for any shares in
the company, whether the shares or money be so applied by
being added to the purchase money of any property acquired
by the company or to teh contruct price of any work to be
executed for the company, or the money be paid out of the
nominal purchase money or contract price, or otherwise.
(3) nothing in this section shall affect the power of any
company to pay such brokerage as it has heretofore been
lawful for a company to pay, and a vendor to, promotor of,
or other person who receives payment in money or shares so
from, a company shall have and shall be deemed always to
have had power to apply any part of the money or shares so
received in payment of any commission, the payment of
which, if made directly by the company, would have been
legal under this section.
92. where a company has paid any sums by way of com-
mission in respect of any shares or debentures, or allowed
any sums by way of discount in respect of any debentures,
the total amount so paid or allowed or so much thereof as has
not been written off, shall be separately stated in every
balance sheet of the company until the whole amount thereof
has been written off.
payment of interest out of capital
93. where any shares of a company are issued for the
purpose of raising money to defray the expenses of the
construction of any works or buildings or the provision of
any plant which cannot be made profitable for a lengthened
period, the company may pay interest no so much of that
share capital as is for the time being paid up for the period
and subject to the conditions and restrictions in this section
mentioned, and may charge the same to capital as part of the
cost of construction of the work or building, or the provision
of plant:
provided that-
(1) no such payment shall be made unless the same is
authorised by the articles or by special resolution.
(2) no such payment, whether authorised by the articles
or by special resolution, shall be made without the previous
sanction of the court.
(3) before sanctioning any such payment, the court may,
at the expense of the company, appoint a person to inquire
and report to them as to the circumstances of the case, and
may, before making the appointment, require the company
to give security for payment of the costs of the inquiry;
(4) the payment shall be made only for such period as
may be determined by the court; and such period shall in
no case extend beyond the close of the half-year next after
the half-year during which the works or buildings have been
actually competed or the plant provided;
(5) the rate of interest shall in no case exceed six per
cent, or such lower rate as may for the time being be
prescribed by the court.
(6) the payment of the interest shall not operate as a
reduction of the amount paid up on the shares in respect of
which it is paid:
(7) the accounts of the company shall show the share
capital on which, and the rate at which, interest has been paid
out of capital during the period to which the accounts relate.
certificate of shares, etc.
94.(1)every company shall, within two months after
the allotment of any of its shares, debentures, or debenture
stock, and within two months after the registration of the
transfer of any such shares, debentures or debenture stock,
complete and have ready for delivery the certificates of all
shares, debentures, and the certificate of all debenture
stock allotted or transferred, unless the conditions of issue of
the shares, debentures, or debenture stock otherwise provide.
(2) if default is made in complying with the requirements
of this section, the company, and every director, manager,
secretary, and other officer of the company who is knowingly
a party to the default, shall be liable to a fine not exceed-
ing fifty dollars for every day during which the default
continues.
information as to mortgages, charges, &c
95.(1) every mortgage or charge created after the
commencement of this ordinance by a company registered
under this ordinance and being either,-
(a) a mortgage or charge for the purpose of securing any
issue of debentures; or
(b) a mortgage or charge on uncalled share capital of the
company; or
(c) a mortgage or charge created or evidenced by an
instrument which, if executed by an individual, would
require registration as a bill of sale; or
(d) a mortgage or charge on any land, wherever situate, or
any interest therein; or
(e) a mortgage or charge on any book debts of the com-
pany; or
(f) a floating charge on the undertaking or property of
the company,
shall, so far as any security on the company's property or
undertaking is thereby conferred, be void against the
liquidator and any creditor of the company, unless the
prescribed particualrs of the mortgage or charge, together
with the instrument (if any) by which the mortgage or charge
is created or evidenced, are delivered to or received by the
registrar of ocmpanies for registration in manner required
by this ordinance within five weeks after the date of its
creation, but without prejudice to any contract or obligation
for repayment of the money thereby secured, and when a
mortgage or charge becomes void under this section the
money secured thereby shall immediately become payable:
as amended by no. 31 of 1915, no. 12 of 1921, no, 33 of 1923
and law rev. ord., 1924.
provided that
(i) in the case of a mortgage or charge created out of the
colony, or, in the case of a china company, created outside
the district of the consulate of shanghai, comprising solely
property situate outside the colony, or, in the case of a china
company, comprising solely property situate outside the
district of the consulate of shanghai, the delivery to and
the receipt by the registrar of a copy of the instrument by
which the mortgage or charge is created or evidenced,
vertified to the satisfaction of the registrar, shall have the
same effect for the purposes of this section as the delivery
and receipt of the instrument itself, and five weeks after the
date on which the instrument or copy could, in due course
of post, and if despcatched with due diligence, have been
received in the colony, or, in the case of a china company,
have been received in shanghai, shall be substituted for five
weeks after the date of the creation of the mortgage or
charge, as the time within which the particulars and instru-
ment or copy are to be delivered to the registrar; and
(ii) where the mortgage or charge is created in the colony
but comprises property outside the colony, or where, in the
case of a china company, the mortgage or charge is created
within the limits of the cina orders in council but comprises
property outside the limits of the cina orders in council,
the instrument creating or purporting to create the mortgage
or charge may be sent for registration, notwithstanding that
further proceedings may be necessary to make the mortgage
of charge valid or effectual according to the law of the
country in which the property is situate; and
(iii) where a negotiable instrument has been given to
secure the payment of any book debts of a company, the
deposit of the instrument for the purpose of securing an
advance to the company shall not for th purposes of this
section be treated as a mortgage or charge on those book
debts; and
(iv) the holding of debentures entitling the holder to a
charge on land shall not be deemed to be an interest in land,
(2) the registrar of companies shall keep, with respect
to each company, a register in the prescribed form of all the
mortgages and charges created by the company after the
commencement of this ordinance, and requiring registration
under this section, and shall, on payment of the prescribed.
fee, enter in the register, with respect to every such mortgage
or charge, the date of creation, the amount secured by it,
short particlars of the property mortgaged or charged, and
the names of the mortgages or persons entitled to the charge.
(3) where a series of debentures containing, or giving by
reference to any other instrument, any charge to the benefit
of which the debenture holders of that series are entitled
pari passu is created by a company, it shall be sufficient if
there are delivered to or received by the registrar of com-
panies within five weeks after the execution of the deed
containing the charge or, if there is no such deed, after the
execution of any debentures of the series, the following
particulars:
(a) the total amount secured by the whole series; and
(b) the dates of the resolutions authorising the issue of the
series and the date of the covering deed, if any, by which
the security is created or defined; and
(c) a general description of the property charged; and
(d) the names of the trustees, if any, for the debenture
holders;
together with the deed containing the charge, or,if there is
no such deed, one of the debentures of the series, and the
registrar of companies shall, on payment oft he prescribed
fee, enter those particulars in the register;
provided that, where more than one issue is made of
debentures in the series, there shall be sent tothe registrar
of companies for entry in the register particulars of the date
and amount of each issue, but an omission to do this shall
not affect the validity of the debentures issued.
(4) where any commission, allowance, or discount has
been paid or made, either directly, or indirectly by the com-
pany to any person in consideration of his subscribing or
agreeing to subscribe, whether absolutely or conditionally,
for any debentures of the company, or procuring or agreeing
to procure subscriptions, whetherabsolute or conditional, for
any such debentures, the particualrs required to be sent for
registration under this section shall include particulars as to
the amount or rate per cent. of the commission, discount, or
allowance so paid or made,nut an omission to do this shall
not affect the validity of the debentures issued.
Provided that tho deposit of any debentures as security for
any debt of the company shall not for the purposes of this
provision be treated as the issue, of the debentures at a
discount.
(5) The Registrar of companies shall give a certificate
under his hand of the registration of any mortgage or charge
registered in pursuance of this section, stating the amount
thereby secured, and the certificate shall be conclusive
evidence that the requirements of this Section as to registra-
tion have been complied with.
(6) The company shall cause a Copy of exery cortificate of
registration given under this section to be indorsed on every
debenture or certificateo fdebenture stock which is issued
by the company, and the payment of which is secured by the
mortgage or charge so registered.
provided that nothing in this sub-section shall be construed
as requiring a company to cause a certificate of registration
of any mortgage or charge so given to be indorsed on any
debenture or certificate of debenture stock which has been
issued by the company before the mortgage or charge was
created.
(7) lt shall be the duty of the company to send to the
Registrar of companies for registration the particylars of
every mortgage or charge created by the company and of the
issues of debentures of a series, requiring registration under
this section, but registration of any such mortgage or charge
may be effected ont he application of any person interested therein.
where the registration is effected on the application of
some person other than the company, that person shall be
entitled to recover from the company the amount of any fees
properly paid by him to the registrar of companies on the
registration.
(8) the register kept in pursuance of this section shall be
open to inspection by any person on payment of the pre-
scribed fee, not exceeding fifty cents for each inspection.
(9) every company shall cause a copy of every instrument
creating any mortgage or charge requiring registration under
this section to be kept at the registered office of the com-
pany; provided that, in the case of a series of uniform
debentures, a copy of one such debenture shall be sufficient.
(10) the provisions of this section shall also apply to
every mortgage or charge on any ship, launch, motor boat,
or other vessel whatsoever, created after the 21st day of
December 1923.
96.(1) if any person obtaines and order for the appoint-
ment of a receiver or manager ofhte property of a company,
or appoints such a receiver or manager under any powers
contained in any instrument, he shall, within seven days
from the date of the order or of the appointment under the
powers contained in the instrument, give notice of the fact
to the registrar of companies, who shall, on payment of the
presecribed fee, enter the fact in the register mortgages
and charges.
(2) every person who makes default in complying with
the requirements of this section shall be liable to a fine not
exceeding fifty dollars for every day during which the
default continues.
97.(1) every receiver or manager of the property of a
company who has been appointed under the powers con-
tained in any instrument, and who has taken possession,
shall, once in every half-year while he remains in possession,
and also on ceasing to act as receiver or manager, file with
the registrar of ocmpanies an abstract in the prescribed
form of his receipts and payments during the period to
which teh abstract relates, and shall also on ceasing to act
as receiver or manager file with the registrar of companies
notice to that effect, and the registrar of companies shall
enter the notice in the register of mortgages and charges.
(2) every receiver or manager who makes default in
complying with the provisions of this section shall be liable
to a fine not exceeding five hundred dollars.
98. a judge, on being satisfied that the omission to
register a mortgage or charge within the time hereinbefore
required, or that the omission or mis-statement of any
particular with respect to any such mortgage or charge, was
accidental, or due to inadvertence or to some other sufficient
cause, or is not of a nature to prejudice the position of
creditors or shareholders of the company, or that on other
grounds it is just and equitable to grant relief, may, on the
as amended by law rev., ord., 1924.
application of the company or any person interested, and on
such terms and ocnditions as seem to the judge just and
expedient, order that the time for registration be extended,
or, as the case may be, that the omission or mis-statement
be rectified.
99. the registrar of companies may, on evidence being
given to his satisfaction that the debt for which any registered
mortgage or charge was given has been paid or satisfied,
order that a memorandum of satisfaction be entered on the
register, and shal if required furnish the company with a
copy thereof.
100. the registrar of companies shall keep a chrono-
logical index in the presecribed form and with the prescribed
particulars, of the mortgages or charges registered with him
under this ordinance.
101.(1) if any company makes default in sending to
the registrar of companies of registration the particulars
of any mortgage or charge created by the ocmpany, and of
the issues of debentures of a series, requiring registration
with the registrar of companies under the foregoing
provisons, then, unless the registration has been effected on
the application of some other person, the company, and
every director, manager, secretary, or other person who is
knowingly a party to the default, shall be liable to a fine
not exceeding five hundred dollars for every day during
which teh default continues.
92) subject as aforesaid, if any company makes default in
complying with any of the requirements of this ordinance
as to the registration with the registrar of companies of
any mortgage or charge created by the company, the com-
pany and every director, manager, and other officer of the
company, who knowingly and wilfully authorised or per-
mitted the default shall, without prejudice to any other
liability, be liable to a fine not exceeding one thousand
dolalrs.
93) every person who knowingly and wilfully authorises
or permits the delivery of any debenture or certificate of
debenture stock requiring registration with the registrar of
companies under the foregoing provisions without a copy of
the certificate of registration being indorsed upon it, shall,
without prejudice to any other liability, be liable to a fine
not exceeding one thousand dollars.
as amended by law rev., ord.,. 1924.
102. (1) every limited company shall keep at its
registered office a register of mortgages and enter therein all
mortgages and charges specifically affecting property of the
company, giving in each case a short description of the
property mortgaged or charged, the amount of the mortgage
or charge, and (except inthe case of secrutiies to bearer) the
names of the mortgagees or persons entitled thereto.
(2) every director or other officer of the company who
knowingly and wilfully authorises or permits the omission of
any entry required to be made in pursuance of this section,
shall be liable to a fine not exceeding five hundred dollars.
103.(1) the copies of instruments creating any mortgage
or charge requiring registration under this ordinance with
the registrar of companies, and the register of mortgages
kept in pursuance of section 102, shall be open at all
reasonable times to the inspection of the registrar of
companies or of any creditor or member of hte company
without fee, and the register of mortgages shall also he open
to the inspection of any other person on payment of such fee,
not exceeding fifty cents for each inspection, as the company
may prescrible.
(2) if inspection of the said copies or register is refused,
the company and any officer of the company refusing
inspection, and every director and manager of the company
authorising or knowingly and wilfully permitting the refusal,
shall be liable to a fine not exceeding fifty dollars, and a
further fine not exceeding twenty dollars for every day during
which teh refusal continues; and in addition to the above
penalty, any judge in chambers may by order compel an
immediate inspection of the copies or register.
(3) if such inspection cannot be obtained at the registered
office of the company with the exercise of a reasonable amount
of diligence, the company shall be liable to the same penalties
as if such inspection had been actually refused.
104.(1) every register of holders of debentures of a
company shall, except when closed in accordance with the
articles during such period or periods (not exceeding in the
whole thirty days in any year) as may be specified in the
articles, be open to the inspection of the registered holder of
as amended by law rev. ord., 1924
as amended by no. 22 of 1913 and
law rev. ord., 1924.
any such debentures, and of any holder of shares in the
company, but subject to suc reasonable restrictions as the
company may in general meeting impose, so that at least two
hours in each day are appointed for inspection, and every
such holder may rquire a copy of the register or any part
thereof on paymnet of twenty-five cents for every one hundred
words required to be copied.
(2) a copy of any trust deed for securing any issue of
debentures shall be forwarded to every holder of any such
debentures at his request on payment in the case of a printed
trust deed of the sum of one dollar or such less sum as may
be prescribed by the company, or, where the trust deed has
not been printed, on payment of twenty-five cents for every
one hundred words required to be copied.
(3) if inspection is refused, or a copy is refused or not
forwarded, the company shall be liable to a fine not exceeding
fifty dollars, and to a further fine not exceeding twenty
dollars for every day during which the refusal continues,
and every director, manager, secretary, or other officer of the
company who knowingly authorises or permits such refusal
shall incur the like penalty.
debentures and floating charges.
105. a condition contained in any debentures or in any
deed for securing any debentures, whether issued or executed
before or after the commencement of this ordinance, shall
not be invalid by reason only that thereby the debentures
are made irredeemable, or redeemable only on the happening
of a ocntingency, however remote, or on the expiration of a
period, however long, any rule of equity to the contrary
notwithstanding.
106. (1) where either before or after the commencement
of this ordinance a company has redeemed any debentures
previously issued, the company, unless the articles or the
conditions of isuse expressly otherwise provided, or unless the
debentures have been redeemed in pursuance of any obligation
on the company so to do (not being an obligation enforceable
only by the person to whom the redeemed debentures were
issued or his assigns), shall have power, and shall be deemed
always to have had power, to keep the debentures alive for
the purposes of re-issue and where a company has purported
to exercise such a power the company shall have power, and
shall be deemed always to have had power, to re-issued the
debentures either by re-issuing the same debentures or by
issuing other debentures in their place, and upon such a
re-issue the person entitled to the debentures shall have
and shall be deemed always to have had, the same rights
and priorities as if the debentures had not previously been
issued.
(2)where with the object of keeping debentures alive for
the purpose of re-issue they have either before or after the
commencement of this ordinance been transferred to a
nomince of the company, a transfer from that nominee shall
be deemed to be a re-issue for the purposes of this section.
(3) where a company has either before or after the com-
mencement of this ordinance deposited any of its debentures
to secure advances from time to time on current account or
otherwise, the debentures shall not be deemed to have been
redeemed by reason only of the account of the company
having ceased to be in debit whilst the debentures remained
so deposited.
(4) the re-issue of a debenture or the issue of another
debenture in its place under the power by this section given
to, or deemed to have been possessed by, a company, whether
the re-issue was made before or after the commencement of
this ordinace, shall be treated as the issue of a new
debenture for the purposes of stamp duty, but it shall not
be so treated for the purposes of any provision limiting the
amount or number of debentures to be issued.
provided that any person lending money on the security of
a debenture re-issued under this section which appears to be
duly stamped may give the debtenture in evidence in any
proceedings for enforcing his security without payment of
the stamp duty or any penalty in respect thereof, unless the
had notice or, but for his negligence, might have discovered,
that the debenture was not duly stamped, but in any such
case the company shall be liable to pay the proper stamp duty
and penalty.
Nothing in this section shall prejudice--
(a) the operation of any judgment or order of a court of
competent jurisdiction pronounced or made, before the com-
mencement of this Ordinance as beiween the partles to 11o
proceedings in which the judgment was pronounced ot. the
order made, and any appeal from any such judgment or order
shall be, decided as if this ordinance had not been passed; or
(b) any power to issue debentures in the place of any
debentures paid off or otherwise satisfied or extinguished,
reserved to a company by its debentures or the securities for
the same.
107. A contract with a company to take up and pay for
any debentures of the company may be enforced by an order
for specific. performance.
108.(1) Where either a receiver is appointed on behalf
of the holder of any debentures of a company secured by a
floating charge, or possession is taken by or on behalf of
those debenture holders, of any property comprised in or
subject to the charge, then, if the companyis not at the time
in course of being wound up, the debts which in every
winding-up are, under the provisions of Part IV relating to
preferential payment, to be paid in priority to all other
debts, shall be paid forthwith ont of any assets coming to the
bands of the recelver or other person taking possession as
aforesaid in priority to any claim for principal or interest in
respect of the debentures.
(2) The periods of time mentioned in the said provisions
of Part IV shall be reckoned from. tbe date of the appoint-
ment of the receiver or of possession being taken as aforesaid,
as the case may be.
(3) Any payments made, under this section Shall be re-
couped as far as may be out of the assets of the company
available for payment of general creditors.
as amended by Law Rev. Ord., 1924.
statement to be published by banking and certain
other companies.
109.(1) every company being a limited banking com-
pany or an insurance company or a deposit, provident, or
benefit society shall, before it commences business, and also
on the first monday in february and the first tuesday in
august in every year during which it carries on business,
make a statement in the english language in form C in the
first schedule or as near thereto as circumstances will admit.
(2) a copy of the statement shall be put up in a conspicuous
place in the registered office of the company, and in every
branch office or place where the business of the company is
carried on.
(3) every member nad every creditor of the company
shall be entitled to a copy of the statement, on payment of a
sum not exceeding twenty-five cents.
(4) if default is made in compliance with this section, the
company shall be liable to a fine not exceeding fifty dollars
for every day during which the default continues; and every
director and manager of the company who knowingly and
wilfully authorises or permits the default shall be liable to
the like penalty.
(5) for the purposes of this ordinance, a company that
carries on the business of insurance in common with any
other business or businesses shall be deemed to be an insur-
ance company.
(6) this section shall not apply to any life insurance
company to which the provisions of the life insurance com-
panies ordinance, 1907, as to the annual statement to be
made by such a company, apply with or without modifications,
if the company complies with those provisions.
inspection and audit.
110.(1) the court may appoint one or more competent
inspectors to investigate the affairs of any company and to
report thereon in such manner as the court directs.
(i) in the case of a banking company having a share
capital, on the application of members holding not less than
one-third of the shares issued.
as amended by no. 22 of 1913.
as amended by no. 31 of 1915 and law rev. ord., 1924.
(ii) in the case of any other company having a share
capital, on the application of members holding not less than
one-tenth of the shares issued:
(iii) in the case of a company not having a share capital,
on the application of not less than one-fifty in number of the
persons on the company's register of members.
(iv) in the case of any company, on the application of the
registrar.
(2) the applicaton shall be supported by such evidence
as the court may require for the purpose of showing that the
applicants have good reason for, and are not actuated by
malicious motives in requiring, the investigation; and the
court may, before appointing an inspector, require the
applicants to give security for payment of the costs of
the inquiry.
(3) it shall be the duty of all officers and agents of the
company to produce to the inspectors all books and documents
in their custody or power.
(4) an inspector may examine on oath the officers and
agents of the company in relation to its business, and may
administer an oath accordingly.
(5) every officer or agent who refuses to produce any book
or document which udner this section it is his duty to
produce, or to answer any question relating to the affairs of
the company, shall be liable to a fine not exceeding fifty
dollars.
(6) on the conclusion of the investigation, the inspectors
shall report their opinion to the court, and a copy of the
report shall be forwarded by the registrar of the court to
the registered office of the company and a further copy shall,
at the request of the applicants for the investigation, be
delivered to them.
the report shall be written or printed, as the court may direct.
(7) all expenses of and incidental to the investigation
shall be defrayed by the applicants, unless the court directs
the same to be paid by the company, which the court is
hereby authorised to do.
111.-(1) A. company may by special resolution appoint.
juspectors to investigate its affairs.
(2) Inspectors so appointed shall have the same powers
and duties as inspectors appointed by the court, except that,
instead of reporting to the court, they shall report in such
manner and to such persous as the company in general
meeting may direct.
(3) Officers and agents of the Company shall incur the like
penalties in case of refusal to produce any book or document
to be produced to iuspectors so appointed, or to
answer any question. as they would have incurred if the
inspectors had been appointed by the court.
112. A copy of the report of any inspectors appointed
under this ordinance, authenticated by the seal of the
company whose affairs they have investigated, shall be
of the inspectors in relation to matter contained in the
report.
113.---(1) The Registrar of companies shall prepare and
publish by notification in the Gazette a list of the names of all
such persons, who, having made application to be appointed
auditors for the purposes of this Ordinance, are in his opinion
qualified to perform- the duties required by this Ordinance
to be performed by an auditor. The Registrar of Companies
maY in his discretion add to such list the names of
other persons whom, he may deem to be qualified, as afore-
said, and he may remove from such list any names. All
such altenations shall. be published in the Gazette. Such
list as altered from, time to time shall be deemed to be the
list of authorised auditors, and no person other than those
whose names are included in such list shall be appointed to
be, an auditor under the provisions of this Ordinance. Any
decision of the registrar of companies under this sub-section
shall be subject to an appeal to the court.
(2) Every company shall at each annual general meeting
appoint an auditor or auditors to hold office until the next
annual general meeting
As. amended by no. 22 of 1913, no. 31 of 1915 and law rev. ord., 1924.
(3) if an appointment of auditors is not made at an annual
general meeting, the court may, on the application of any
member of the company, appoint an auditor or auditors of
the company for the current year, and fix teh remuneration
to be paid to him or them by the company for his or their
services.
(4) a director or officer or servant of the company or the
partner or employe of such director shall not be capable of
being appointed auditor of the company.
(5) a person, other than a retiring auditor, shall not be
capable of being appointed auditor at an annual general
meeting unless notice of an intention to nominate that person
to the office of auditor has been given by a shareholder to
the company not less than fourteen days before the annual
general meeting, and the company shall send a copy of any
such notice to the retiring auditor, and shall give notice
thereof to the shareholders, either by advertisement or in
any other mode allowed by the articles, not less than seven
days before the annual general meeting:
provided that if, after a notice of the intention to nominate
an auditor has been so given, an annual general meeting is
called for a date fourteen days or less after that notice has
been given, the notice, though not given within the time
required by this provision, shall be deemed to have been
properly given for the purposes thereof, and the notice to be
sent or given by the company may, instead of being sent or
given within the time required by this provision, be sent or
given at the same time as the notice of the annual general
meeting.
(6) the first auditors of the company may be appointed
by the directors before the statutory meeting, and if so
appointed shall hold office until the first annual general
meeting, unless previously removed by a resolution of the
shareholders in general meeting, in which case the share-
holders at that meeting may appoint auditors.
(7) the directors may fill any casual vacancy in the office
of auditor, but while any such vacancy continues the surviving
or continuing auditor or auditors, if any, may act.
(8) the remuneration of the auditors of a company shall
be fixed by the company in general meeting, except that the
remuneration of any auditors appointed before the statutory
meeting, ot to fill any casual vacancy, may be fixed by the
directors.
(9) sub-section (1) shall not spply in the case of a china
company.
114.(1) every auditor of a company shall have a right
of access at all times to the books and accounts and vouchers
of the company, and shall be entitled to require form the
directors and officers of the company such information and
explanation as may be necessary for the performance of the
duties ofthe auditors.
(2) the auditors shall make a report to the shareholders
on the accounts examined by them, and on every balance
sheet laid before the company in general meeting during
their tenure of office, and the report shall state-
(a) whether or not they have obtained all the information
and explanations they have required; and
(b) whether, in their opinion, the balance sheet referred
to in the report is properly drawn up os as to exhibit a true
and correct view of the state of the company's affairs according
to the best of their information and the explanations given
to them, and as shown by the books of the company.
(3) the balance sheet shall be signed on behalf of the
board by two of the directors of the company, or if there is
only one director, by that director, and the authitors' report
shall be attached to the balance sheet, or there shall be inserted
at the foot of the balance sheet a reference to the report, and
the report shall be read before the company in general
meeting, and shall be open to inspection by any shareholder.
any shareholder shall be entitled to be furnished with a
signed as required by this section is issued, circulated, or
published, or if any copy of a balance sheet is issued,
circulated, or published without either having a copy of the
auditors' report attached thereto or containing such reference
to that report as is required by this section, the company,
and every director, manager, secretary, or other officer of the
company who is knowingly a party to the default, shall be
liable to a fine not exceeding five hundred dollars.
as amended by no. 31 of 1915.
(5)in the case of a banking company
(a) if the company has branch banks beyond the limits of
the colony, or, in the case of a china company if the company
has branch banks beyond the limits of the consular district
wherein such company has its registered office, it shall be
sufficient if the auditor is allowed access to such copies of
and extracts form the books and accounts of any such branch
as have been transmitted to the office of the company in the
coliny, or, in the case of a china company, to the registered
officer of the company within the limits of the china orders
in council; and
(b) the balance sheet must be signed by the secretary or
manager (if any), and where there are more than three
directors of the company by at least three of those directors,
and where three are not more than three directors by all the directors.
115.(1) holders of preference shares and debentures of
a company shall have the same right to receive and inspect
the balance sheets of the company and the reports of the
auditors and other reports as is possessed by the holders of
ordinanry shares in the company.
(2) this section shall not apply to a private company, nor
to a company registered before the commencement of this
ordinance.
carrying on business with less than the legal
minimum of members
116. if at any time the number of members of a company
is reduced, in the case of a private company, below two, or
in the case of any other company, below seven, and it carries
on business for more than six months while the number is
so reducedm every person who is a member of the company
during the time that is so carrying on business after those
six months, and is cognizant of the fact that it is carrying
on business with fewer than two members, or seven members,
as the case may be, shall be severally liable for the pay-
ment of the whole debts of the company contracted during
that time, and may be sued, for the same, without joinder in
the action of any other member.
service and authrntication of documents
117. a document may be served on a company by leaving
it at or sending it by registered post to the registered office
of the company.
118. a document or proceeding requiring authentication
by a company may be signed by a director, secretary, or
other authorised officer ofthe company, and need not be
under its common seal,
tables and forms
119.(1) the forms in the third schedule or forms as
near thereto as circumstances admit shall be used in all
matters to which those forms refer.
(2) the governor in council may rescind, add to or
amend in any way whatsoever and any of the tables and forms
contained in the schedules, and may rescind, add to or amend
in any way whatsoever any of the fees contained in table B
in the first schedule; provided that no alteration made by
the governor in council in table A in the first schedule
shall affect any company registered before such alteration
shall have been made.
(3) every order in council made under this section shall
be laid on the table of the legislative council at the first
meeting thereof held after the publication of such order in
council in the gazette, and if a resolution be passed at the
first meeting of the legislative council held after such
order in concil shall have been laid on the table of the
said council resolving that any such order incouncil shall
be rescinded or amended in any manner whatsoever, the said
order in council shall, without prejudice to anything done
thereunder, be deemed to be rescinded, or amended, as the
case may be, as from the date of publication in the gazette
of the passing of such resolution.
arbitrations
120.(1) a company may by writing under its common
seal agree to refer and may refer to arbitration in accordance
with the provisions of the railway companies arbitration
act, 1859, any existing or future different between itself
and any other company or person.
as amended by no. 12 of 1921 and law rev. ord., 1924.
(2) companies parties to the arbitration may delegate to
the arbitrator power to settle any terms or to determine any
matter capable of being lawfully settled or determined by
the companies themselves, or by their directors or other
managing body,.
(3) all the provisions of the said act shall apply to
arbirtations between companies and persons in pursuance of
this ordinance; and in the construction of those provisions
the companies shall include companies under this ordinance.
(4) for the purposes of the application of the said act to
this ordinance, the words the board of trade therein
occurring shall be read as meaning the governor, and the
words all the superior courts, of law and equitry in the
united kingdom, according to their respective jurisdiction
and the words any of his majesty's superior courts of
record at westminster, or, as the case may be, at dublin
shall be read as meaning the court.
power to compromise
121.(1) where a compromise or arrangement is proposed
between a company and its creditors or any class of them, or
between the company and its members or any class of them,
the court may, on the application in a summary way of the
company or of any creditor or member of the company, or,in
the case of a company being wound up, of the liquidator.
order a meeting of teh creditors or class of creditors or of
the members of the company or class of members, as the
case may be, to be summoned in such manner as the court directs.
(2) if a majority in number representing three-fourths in
value of the creditors or clasee of creditors, or members or
class of members, as the case may be, present either in
person or by proxy at the meeting, agree to any compromise
or arrangement, the compromise or arrangement shall, if
sanctioned by the court, be binding on all the creditors or
the class of creditors, or on the members or class of mem-
bers, as the case may be, and also on the company or, in the
case of a company in the course of being wound up, on the
liquidator and contributories of the company.
(3) in this section, company means any company liable
to be wound up under this ordinance.
meaning of private company
122.(1) for the purposes of this ordinance, private
company means a company which by its articles-
(a) restricts the rights to transfer its shares; and
(b) limits the number of its members (exclusive of persons
who are in the employment of the company and of persons
who, having been formerly in the employment of the company,
were while in such employment and have continued after
the determination of such employment to be members of
the company) to fifty; and
(c) prohibits any invitationv to the publice to subscribe for
any shares or debentures of the company.
(2) a private company may, subject to anything contained
in the memorandum or articles, by passing a special resolution
and by filing with the registrar of companies such a statement
in lieu of prospectus as the company, if a public company,
would have had to file before allotting any of its shares or
debentures, together with such a statutory declaration as the
company, if a public company, would have had to file before
commencing business, turn itself into a public company.
(3) where two or more persons hold one or more shares
in a company jointly they shall, for the purposes of this
section, be treated as a single member.
122A.where the articles of a company include the
provisions which, by section 122 are required to be included
therein in order to constitute the company a private company
for the purposes of this ordinance, and default is made in
complying with any of those provisions, the company shall
cease to be entitled to the privileges and exemptions conferred
on private companies under the provisions of this ordinance
mentioned in the fifth schedule, and thereupon the said
provisons shall apply to the company as if it were not a
private company;
provided that the court, on being satisfied that the failure
to comply with the conditions was accidental or due to
inadvertence or to some other sufficient cause, or that on
other grounds it is just and equitable to grant relief, may,
on the application of the company or any other person
as amended by no. 12 of 1921.
as amended by no. 12 of 1921 and law rev. ord., 1924.
interested, and on such terms and conditions as seem to the
court just and expedient, order that the company be relieved
from such consequences as aforesaid.
PART IV.
winding-up
preliminary
123.(1) the winding-up of a company may be either
(i) by the court; or
(ii) voluntary ; or
(iii) subject to the supervision of the court.
(2) The provisions of this Ordinance with respect to
winding-up apply, unless the contrary appears, to the
winding-up of a company in any of those modes.
124.-(1) in the event of a company being wound up
every present and past member shall, subject to the provisions
of this section, be liable to contribute to teh assets of the
company to an amount sufficient for payment of its debts
and liabilities and the costs, charges, and expenises of the
winding-up, and for the adjustment of the rights of the.
contributories among themselves, with the qualifications
following:
(i) a past member shall not be liable to contribute if he
has ceased to be a member for one year or upward's before,
the commencement of the winding-up ;
(ii) a past member shall not be liable to contribute in
respect of any debt or liability of the company contracted
after he ceased to be a member;
(iii) a past member shall not be liable to contribute unless.
it appears to the court that the existing members are unable
to satisfy; the contributions required to be made by them in
pursuance of this Ordinance ;
(iv) in the case. of a company limited by shares, no
contribution shall be required from any member exceeding
the amount, if any, unpaid on the shares in respect of which
he is liable as a present or past member.
(v) in the case of ot company limited by guarantee, no
contribution shall be required from any member exceeding
the amount undertaken to be contributed by him to the
assets of the company in the event of its being wound up;
(vi) nothing in this ordinance shall invalidate any provision
contained in any policy of insurance or other contract whereby
the liability of individual members on the policy or contract
is restricted, or whereby the funds of the company are alone
made liable in respect of the policy or contract;
(vii) a sum due to any member of a company, in his
characher of a member, by way of dividends, profits, or
otherwise, shall not be deeded to be a debt of the company,
payable to that member in a case of competition between
himself and any other creditor not a member of the company;
but any such sum may be taken into account for the purpose
of the final adjustment of the rights of contributories among
themselves.
(2) in the winding-up of a limited company, any director
or manager, whether past or present, whose, liability is , in
pursuance of this ordinance, unlimited shall, in addition to
his liability (if any) to contribute as an ordinanry member, be
laible to make a further contribution as if he were at the
commencement of the winding-up a member of an unlimited
company; provided that
(i) a past director or manager shall not be liable to make
such further contribution if he has ceased to hold office for
a year or upwards before the commencement ofthe winding-up.
(ii) a past director or manager shall not be liable to make
such further contribution in respect of any debt or liability
of the company contracted after he ceased to hold office.
(iii) subject to the articles of the company, a director or
manager shall not be liable to make such further contribution
unless the court deems it necessary to require that contribu-
tion in order to satisfy the debts and liabilities of the
company, and the costs, charges, and expenses of the
winding-up.
(3) in the winding-up of a company limited by guarantee
which has a share capital, every member of the company
shall be liable, in addition to the amount undertaken to be
contributed by him to the assets of the company in the event
of its being wound up, to contribute to the extentof any
sums unpaid on any shares held by him.
125. the term contributory means every person liable
to contribute to the assets of a company in the event of its
being wound up, and, in all proceedings for determining and
in all proceedings prior to the final determination of the
persons who are to be deemed contributories, includes any
person alleged to be a contributory.
126. the liability of a contributory shall create a debt of
the nature of a pecialty accruing due from him at the time
when his liability commenced, but payable at the times when
calls are made for enforcing the liability.
127.(1) if a contributory dies either before or after he
has been placed on the list of contributories, his personal
representatives and his heirs and devisees, shall be liable in
a due course of administration to contribute to the assets of
the company in discharge of his liability and shall be con-
tributories accordingly.
(2) where the personal representatives are placed on the
list of contributories, the heirs or devisees shall not be added
unless the court thinks fit.
(3) if the personal representatives make default in paying
any money ordered to be paid by them, proceedings may be
taken for administering the personal and real estates of the
deceased contributory, or either of them, and of compelling
payment thereout of the money due.
128. if a contributory becomes bankrupty. either before or
after he has been placed on the list of contributories, then-
(1)his trustee in bankruptey shall represent him for all
the purposes of the winding-up, and shall be a contributory
accordingly, and may be called on to admit to proof against
the estate of the bankrupty, or otherwise to allow to be paid
out of his assets in due course of law, any money due from
the bankrupt in respect of his liability to contribute to the
assets of the company; and
(2) there may be proved against the estate of the bankrupt
the estimated value of his liability to future calls as well as
calls already made.
129. (1) the husband of a female contributory married
before the 1 st day of january, 1883, shall, during the ocn-
tinuance of the marriage, be liable, as respects any liability
attaching to any shares acquired by her before that date, to
contribute to the assets of the company the same sum as
she would have been liable to contribute if she had not
married, and he shall be a contributory accordingly.
(2) subject as aforesaid, nothing in this ordinance shall
affect the provisions of the married women's property ordi-
nance, 1906.
winding-up by court.
130. a company may be wound up by the court
(i) if the company has by special resolution resolved that
the company be wound up by the court.
(ii) if default is made in filing the statuory report or in
holding the statutory meeting;
(iii) if the company does not commence its business within
a year from its incorporation, or suspends its business for a
whole year.
(iv) if the number of members is reduced, in the case of a
private company, below two or, in the case of any other
company, below seven.
(v) if the company is unable to pay its debts;
(vi) if the court is of opinion that it is just and equitable
that the company should be wound up.
131. a company shall be deemed unable to pay its debts
(i) if a creditor, by assignment or otherwise, to whom the
company is indebted in a sum exceeding five hundred dollars
then due, has served on the company, by leaving the same
at its registered office, a demand under his hand requiring
the company to pay the sum so due and the company has
for two months therafter neglected to pay the sum, or to
secure or compound for it to the reasonable satisfaction of
the creditor ; or
(ii) if execution or other process issued on a judgement,
decree, or order of any court in favour or a creditor of the
company is returned unsatisfied in whole or in part; or
(iii)if it is proved to the satisfaction of the court that the
company is unable to pay its debts, and, in determining
whether a company is unable to pay its debts, the court shall
take into account the ocntingent and prospective liabilities
of the company.
132.(1) an application to the court for the winding-up
of a company shall be by petition, presented subject to the
provisions of this secion either by the company, or by any
creditor or creditors (including any contingent or prospective
creditor or creditros), contributory or contributories, or by
the registrar, or by all or any of those paries, together or
separately; provided that
(a) a contributory shall not be entitled to present a
petition for winding up a company unless
(i) either the number of members is reduced, in the case
of a private company, below two, or,in the case of any other
company, below seven; or
(ii) the shares in respecct of which he is a contributory, or
some of them, either were orginally allotted to him or have
been held by him, and registered in his name, for at least
six months during the eighteen months before the commence-
ment of the winding-up, or have devolved on him through
the death or a former holder; and
(b) a petitionfor winding up a company on the ground of
default in filing the statutory report or in holding the
stttutory meeting shall not be presented by any person
except a shareholder, nor before the expiration of fourteen
days after hte last day on which the meeting ought to have
been held; and
(c) the court shall not give a hearing to a petition for
winding up a company by a contingent or propsective
creditor until such security for costs has been given as the
court thinks reasonable, and until a prima facie case for
winding up has been established to the satisfaction of the
court.
(2) where a company is being wound up voluntarily or
subject to supervision, a petition may be presented by the
official reciver attached to the court, as well as by any
other person authorised in that behalf under the other pro-
as amended by no. 31 of 1915 and law rev. ord., 1924.
visions of this section, but the court shall not make a
winding-up order on the petition uless it is satisfied that
the voluntary winding-up or winding-up subject to supervi-
sion cannot be continued with due regard to the interests of
the creditors or contributories.
(3) where under the provisions of this part any person as
being the husband of a famale contributory is himself a
contributroy, and a share has during the whole or any part
of the six months been held by or registered in the name of
the wife, or by or in the name of a trustee for the wife or for
the husband the share shall, for the purposes of this section,
be deemed to have been held by and registered in the name
of the busband.
133. an order for winding up a company shall operate in
favour of all the creditors and of all the contributories of the
company as if made on the joint petition of a creditor and
of a contributory.
134. a winding-up of a company by the court shall be
deemed to commence at the time of the presentation of the
petition for the winding-up.
135. at any time after the presentation of a petition for
winding-up and before a winding-up order has been made,
the company, or any creditor or contributory, may, where any
action or proceeding against the company is pending, apply
to the court for a stay of the proceedings or to restrain
further proceedings in the action or proceedings, and the
court may, as the case may be, stay or restrain the proceed-
ings accordingly on such terms as it thinks fit.
136.(1) on hearing the petition, the court may dismiss
it with or without costs, or adjourn the hearing conditionally
or unconditionally, or make any interim order, or any other
order that it deems just, but the court shall not refuse to
make a winding-up order on the ground only that the assets
of the company have been mortgaged to an amount equal to
or in excess of those assets, or that the company has no
assets.
(2) where the petition is resented on the ground of
default if filing the statutory report or in holding the
statutory meeting, the court may order the costs to be paid
by an persons who, in the opinion of the court, are respon-
sible for the default.
137. When a winding-up order has been made, no action
or proceeding shall be proceeded with or commenced against
the company except by leave of the court, and subject to
soch terms as. the court may impose.
138. On the making of a winding-up order, a copy of the
order must forthwith be forwarded by the company to the
Registrar of Companies, who shall make a minute thereof in
his books relating to the company.
139. The, court, may at any time after an order for wind
ing-up, on the application of any creditor or contributory,
and on proof to the satisfaction of the court that all
ings in relation to teh satisfaction of the court that all proceed-
in order staying the proceedings, either altogether or for a
limited time, on such. terms and conditions as the court
thinks fit.
140. The court may, as to all matters relating to a
winding-up, have regard to the wishes of the creditors or
contributories as proved to it by any sufficient evidence.
official receiver
141.-(1) For the purposes of this Ordinance so far as it
relates to the winding-up of companies, Official Receiver
shall mean the Official Receiver, if any, attached to the court
for bankruptey purposes, or, if there'. is more than one
Official Receiver, then one of thern as the governor
may appoint, or,if there is no such official receiver, then
an officer appointed for th purpose by the governor.
(2) For the porposes of this Ordinance, so far as it relates
to the winding-up of china companies or hongkong china
companies by or under the supervision of the Supreme
Court for China, and so far as it relates to the voluntary
winding-up of China companies and hongkong china com-
panies by liquidators appointed to act within the limits of
the china orders in council, official receiver shall
mean any person appointed in that behalf by the judge of
the supreme Court for China.
(3) Any such officer shall for the purpose of his duties
under this Ordinance be styled the Official Receiver.
As amended by No. 31 of 1915, No. 12 of 1921 and Law Rev. Ord., 1524,
142.--(1) Where the court has made a winding-up order,
there shall be made out and submitted to the official
Receiver a statement as to the -affairs of the company in the
prescribed form, verified by affidavit, and showing the
particulars of its assets, debts, and liabilities, the names,
residences, and occupations of its creditors, the securities
held by them respectively, the dates when the securities
were respectively given., and, such further or other informa-
tion. as, may be proseribed or is the Official Receiver may
require.
(2) the statement shall be submitted and verified by one
or more of the persons who are at the time of the winding-up
order the directors and by the person who is at that time the
secretary or other chief officer or the conipany, or by such of
the persons being or having been directors or officers of the
company, or having taken part in the formation of the com-
pany at any time within one year before the winding-up
order, as the Official Receiver, subject to the direction of the
court, may require to submit and verify the same.
(3) The statement shall be submitted within twenty-eight
days from the date of the order, or witnin such extended
time as the Official Receiver or the court may for special
reasons appoint.
(4) Any penson making or concurring in making the
statement and afficlavit, required by, this section shall be
allowed, and shall be paid by the official receiver, out of the
assets of the company, such costs and expenses incurred in
and about the preparation and making of the statement and
affidavit as the official receiver may consider reasonable,
subject to an appeal to the court.
(5) every person who without reasonable excuse makes
default in complying with the requirements of this section,
shall be liable to a fine not exceeding one hundred dollars
for every day during which teh default continues.
(6) any person stating himself in writing to be a creditor
or contributory of the company shall be entitled by himself
or by his agent at all reasonable times, on payment of the
prescribed fee, to inspect the statement submitted n pursu-
ance of this section, and to a copy thereof or extract therefrom.
but any person untruthfully so stating himself to be a creditor
or contributory shall be guilty of a contempt of court and
shall be punishable accordingly on the application of the
liquidator or of the official receiver.
143.-(1) Where the court has made a winding-up order,
the Official Receiver shall, as soon as practicable after receipt
of the statement of the company's affairs, submit a preliminary
report to the court.
(a) as to the amount of capital issued, subscribed, and
paid up, and the estimated amount of assets and liabilities;
and
(b) if the company has. failed, as to tho causes ofthe fallure;
and
(c) whether in his opirtion further inquiry is desirable, as
to any matter relating. to the promotion, formation, or failure
of the company, or the conduct of the business thereof.
(2) The official receiver may also, if he thinks fit, make
a further report,, or further reports, stating the manner in
which the company was formed and whether in his opinjon
any fraud has been committed by any person in its promotion
or formation, or by any director or officer of the company in
relation to the company since the formation thereof, and
other matters which in his opinion it is desirable to bring to
the notice of the court.
liquidators
144.---(1) for the purpose of conducting the proceedings
in winding up a company and performing such duties in
reference thereto as the court may impose, the court may
appoint a liqisator or liquidators.
(2) the court may make usch an appointment provisionally
at any time after the prsentation of a petition and before
the making of an order for winding-up.
(3) (a) lf a provisional liquidator is appointed before the
making of a winding-up order, the Official reciver or any
other fit person may be appointed:
(b) on a winding-up order being made, the official receiver
shall by virtue, of his office become the provisional liquidator
and shall continue to act as such until he or allotber person
becomes liquidator and is capable of acting such:
(c) when a person other than the Official. Execeiver is
appointed liquidator, he shall not be capable of acting as
liquidator until he has notified his appointment to the
Registrar of companies and given securrity to the satisfaction
of the Official receiver.
(4) if more than one liquidator is appointed by the court,
the court shall declare whether any act by this ordinance
required or authorised to be done by the liquidator is to be
done by all or any one or more of the persons appointed.
(5) A liquidator appointed by the court may resign or, on
cause shown, be removed by the court.
(6) A vacancy in the office of a liquidator appointed by
the court shall be filled by the court, and the Official Receiver
shall by virtue of his office be the liquidator during the
vacalley.
(7) where a person other than the Official Receiver is
appointed liquidator, he shall receive such salary or remunera-
tion by way of percerntage or otherwise as the court may
direct ; and, if more such persons than one are appointed
liquidators, their remuneration shall be distributed among
them in such proportions as the court directs.
(8) A liquidator shall be described, where a person other
tjam the Official Receiver is liquidator, by the style of the
liquidator, and, where the official receiver is liquidator, by the
style of the official receiver and liqudator, of the particular
company in respect of which he is appointed, and not by his
Individital name.
(9) The acts of a liquidator shall be valid notwithstanding
any defects that may afterwards be discovered in his appoint-
ment, or qualification.
145. In a winding-up by the court the liquidator shall
take into his custody, or tinder his control, all the property
and things in action to which the company is or appears to
be entitled.
146.-(1) The liquidator in a winding-up by the court
shall have power, with the sanction either of the court or of
the committee of inspection--
(a) to bring or defend any action or other legal proceeding
in the name and on behalf of the company :
(b) to carry on the business of the company, so far as may
be necessary for the beneficial winding-up thereof
(c) to employ a solicitor or other agent to take any pro-
ceedings or do any business which the liquidator is unable
to take or do himself; but the sanction in this case must be
obtained before the employment, except in cases of urgency,
and in those cases it must be shown that no undue delay
look place in obtaining the sanction.
The sanction given for the of this sub-section
shAl not be a general sanction to do all or any of the above-
mentioned things, but shall only be a sanction to do the
particular thing or things, for which permission is. songht.
(2) The liquidator in a winding-up by the court shall have,
power-
(a) to sell the real and personal property, and things in
action of the company by public auction or private contract.
with power to transfer the whole thereof to any person or
company, or to sell the same in parcels.
(b) to do all acts and to execute, in the name nad on behalf
of the company, all deeds, receipts, and other docmuents,
and for that purpose to use, when necessary, the company's
seal ;
(C) to prove, rank, and claim int he bankruptcy, insolvency,
or sequestratoin of any contributory, for any balance against
his estate, and to receive dividends in the bankruptcy,
insolvency, or sequestration in respect of that balance, as a
separate debt due from the bankrupt or insolvent, and rate-
ably with the other separate creditors ;
(d) to draw, accept, make, and indorse any bill of exchange
or promissory note in the name and on behalf of the company,
with the same effect with respect to the liability of the
company as if the bill or note had been drawn, accepted,
made, or indorsed by or on behalf of the company, in the
course of its business ;
(e) to raise on the security of the assets of the company
any money requisite ;
(f) to take out, in his official name, letters of administra
tion to any deceased contributory, and to do in his official
name any other act nocessary for obtaining payment of any
money due from a contributory or his estate which cannot
be conveniently done in the name of the company ; and in
all such cases the money due shall, for the purpose of
enabling the liquidator to take out the letters of administra-
tion or recover the money, be deemed to be due to the
liquidator himself;
(g) to do all such other things as may be necessary for
winding up the affairs of the company and distributing its
assets.
(3) The exercise by the liquidator in a winding-up by the
court of the powers conferred by this section shall be subject
to the control of the court, and the Official Receiver or any
creditor or contributory may apply to the court with respect,
to any exercise proposal exercise of any of those powers.
(4) where a liquidator is provisionally appointed by the
court, the court may limit and restrict his powers by the
order appointing him.
147. (1) when a winding-up order has been made by
the court, the Official Receiver shall summon separte meet
ings of the creditors and ocntributories of the company for
the purpose of
(a) determining whether or not an application is to be
made to the Court for appointing a liquidator in the place of
the Official Roeeiver; and
(b) determining whether or not an application is to be made
to the, court for the appointment of a committee of inspection
to act with the liquidator, and who are to be the members of
the committee if appointed.
(2) the court may make any appointment and order
required to give effect to any such determination, and, if
there is a difference between the determinations of the
meetings of the creditors and contributories in respect of any
of the matters mentioned in the foregoing provisions of this
section, the court shall decide the difference and make such
order thereon as the court may think fit.
(3) in case a liquidator is not appointed by the court, the
official receiver shall be the liquidator of the company.
148. where in the winding-up of a company by the
court a person other than the official receiver is appointed
liquidator, he shall give the official receiver such information
and such access to and factilities for inspecting the books
and documents of the company, and generally such aid as
may be requisite for enabling that officer to perform his
duties under this ordinance.
149(1) where in the winding-up of a company by the
court a perosn other than the official receiver is appointed
liquidator, he shall open an account in the company's estate
at such bank as the treasurer may direct;
procided that, if the committee of inspection satisfy the
official receiver that for the purpose of carrying on the
business of the company or of obtaining advances, or for
any other reason, it is for the advantage of the creditors or
contributories that the liquidator should have an account
with any other bank, the official receiver shall, on the applica-
tion of the ocmmittee of inspection, authorise the liquidator
to make his payments into and out of such other bank as the
committee may select, and thereupon those payments shall be
made in teh prescribed manner.
(2) if any such liquidator at any time retains for more
than ten days a sum exceeding five hundred dollars, or such
other amount as the official receiver in any particular case
autorises him to retain, then, unless he explains the retention
to the satisfaction of the court, he shall pay interest on the
amount so retained in excess at the rate of twenty per cent.
and shall be liable to disallowance of all or such part of
his remuneration as the court may think just, and to be
removed form his office by the court, and shall be liable to pay
any expenses occasioned by reason of his default.
(3) a liquidator of a company which is being wound up
by the corut shall not pay sums received by him as liquidator
into his private banking account./
(4) where the official receiver becomes or is appointed
liquidator, he shall, in such manner and at such times as the
treasurer may direct, pay the money received by him to the
companies liquidation account at such bank as the treasurer
may direct.
150.(1) where in the winding-up of a company by the
court a person other than the offical receiver is appointed
liquidatore, he shall, at such times as may be prsecribed, but
not less than twice in each year, during his tenure of office,
send to the official receiver an account of his receipts and
payments as liquidator.
(2) the account shall be in a prescribed form, shall be
made in duplicate, and shall be verified by a statutory
declaration in teh prescribed form
as amended by no. 12 of 1921.
(3) the offical receiver shall cause the account to be
audited, and for hte purpose of the audit the liquidator shall
furnish the officail receiver with such vouchers and
information as be may require, and the official receiver may
at any time required the production of any inspect any books
or accounts kept by the liquidator.
(4) when the account has been audited, one copy thereof
shall be filed with the official receiver, and shall be open to
the inspection oof any creditor, or of any perosn interested.
(5) thje officail receiver shall cause the account, when
audited, or a summary thereof, to be published in the gazette.
151. every liqudiator of a company which is being wound
up by the court shall keep, in manner prsecribed, proper
books in which he shall cause to be made entries or minutes
of proceedings at meetings, and of such other matters as
may be prsecribed, and any creditor or contributory may,
subject to the control of the court, personally or by his agent
inspect any such books.
152.(1) when the liquidator of a company which is
being wound up byt the court has realised all the property of
the company, or so much thereof as can, in his opinion, be
realised without needlessly protracting the liquidation, and
has diestributed a final dividend, if any, to the creditros, and
adjusted the rithts of hte contributories among themselves,
and made a final return, if any, to the contributories, or has
resigned, or has been removed from his office, he shall cause
a report on his accounts to be prepared, and, on his complying
wiht all the requirements of the court, the court shall take
into consideration the report, and any objection which may
be urged by the official receiver or any creditor, or
contributory, or person interested against the release of the
liquidator, and shall either grant or withhold the release
accordingly.
(2) where the release of a liquidator is withheld, the
court may, on the application of the official receiver or any
creditro, or contributory, or person interested, make such
order as it thinks just, charging the liquidator with the
consequences of any act or default which he may have done
or made ocntrary to his duty.
(3) an order of the cour releasing the liquidator shall
discharge him from all liability in respect of any act done or
default made by him in the administration of the affairs of
the company, or otherwise in relation to his conduct as
liquidatore, but any such order may be revoked on proof that
it was obtained by fraud or by suppression or concealment
of nay material facr.
(4) where the liquidator has not previously resigned or
been removed, his releaqse shall operate as a removal of him
form his office.
153.(1) subject to the previously resigned or
been removed, his release shall operate as a removal of him
formthis office.
153.(1) subject to the provisions of this ordinance, the
liquisator of a company which is being wound up by the
court shall,in the administration of the assets of the com-
pany and in the distribution thereof among its creditros,
have regard to any directions that may be given by resolu-
tion of the creditor4s or contributories at any general meeting,
or by the committee of inspection, and any directions given
by the creditros or contributories at any general meeting
shall in case of conflict be deemed to override any directions
given by the committee of inspection.
(2) the liquidator may summon general meetings of the
creditors or contributories for the purpose of ascertaining
their wishes, and it shall be his duty to summon meetings
at such times as the creditros or contributories, by resolu-
tion, wither at hte meeting appointing the liquidator or
do so by one-tenth in value of the creditors or contributories,
as the case may be.
(3) the liqudiator may apply to the court in manner
prsecribed for direction sin relation to any particular matter
arising under the winding-up.
(4) subject to he provisions of this ordinance, the
liquidator shall use his own discretion in the management
of the estate and its distribution among the creditors.
(5) if any person is aggrieved by any act or decision of
the liquidator, that person may apply to the court, and the
court may confirm, reversem or modify the act or decision
complained of and make ushc order in the premises as it
thinks just.
154.(1) when a person other than teh official receiver
is appinted liquidator, the official receiver shall take
cognizance of the conduct of liquidators of companies which
are being wound up by the corut, and , ir a liquidator does
not faithfully perform his duties and duly observe all the
requirements imposed on him by ordinance, rules, or other-
wise with respect to the performance of his duties, or if any
complaint is made to the offical receiver by any creditor or
contributory in regard thereto, the official receiver shall
inquired into the matter, and take such action thereon as he
may think expedient.
(2) the official receiver may at any time require any
liquidator of a company which is being wound up by the
court ot answer any inquiry in relation to any winding-up in
which he is engaged, and may apply to the court to examine
him or any other person on oath concerning the winding-up
(3) the court may also direct a local investigation to be
made of the books and vouchers of the liquidator.
committee of inspection, special manager, receiver.
155.(1) a committee of inspection appointed in pur-
suance of this ordinance shall consist of creditors and
contributories of the company or persons holding general
powers of attorney form creditos or contributories in such
propeortions as may be agreed on by teh meetings of creditors
and contributroies, or as, in case of difference, may be
determined by the court.
(2) teh committee shall meet at such times as they from
time to time appoint, and , failing usch appointment, at least
once a month; and the liquidator or any member of the
committee may also call a meeting of the committee as and
when he thinks necessary.
(3) teh committee may act by a majority of their members
present at a meeting, but shall not act unless a majority of
the commuttee are present.
(4) any mmeber of the committee may resign by notice
in writing signed by him and delivered to the liquidator.
(5) if a member of the committee becomes bankrupt, or
compunds or arranges with his creditors. or is absent from
five consecutive meetings of the committee without the leave
of those members, who together with himsel represent the
creditors or contributories, as the case may be, his office
shall thereupon become vacant.
(6) any member of the committee may be removed by an
ordinary resolution at a meeting or creditors (if he represents
creditros), or of contributories (if he represents con-
tributories), of which seven days notice has been given,
stating teh object of the meeting.
(7) on a vacancy occurring in the committee, the
liquidator shall forthwith summon a meeting of creditors or
of contributories, as the case may require, to fill the vacancy,
and the meeting amy, by resolution, re-appoint the same or
\ appoint another creditor or contributory to fill the vacancy.
(8) the continuing members of the committee, if not less
than two, may act notwithstanding any vacancy in the com-
mittee.
(9) if there is not committee of inspection, any act or thing
or any direction or permission by this ordinance authorised
or required to be done or given by the committee may be
done or given by the court on the application of the liquidator.
156.(1) where the officail receiver becomes the
liquidator of a company, whether provisionally or otherwise,
he may, if satisfied that the nature of the estate or business
of the company, or the interests of the creditors or con-
tributories generally, require the appointment of a special
manager of the estate or business of the company other than
himself, apply tot he court to, and the court may on such
application, appoint a special manager thereof to act during
such time as the court may direct, with such powers, includ-
ing any of the powers of a receiver or manager, as may be
entrusted to him by the court.
(2) the special manager shall give such security and
account in such manner as the officeial receiver directs.
(3) the special manager shall receive such remuneration
as may be fixed by the court.
157. where an application is made to the court to appoint
a receiver on behalf of the debenture holders or other
creditors of a company which is being wound up by the court,
the official receiver may be so appointed.
ordinary powers of the court.
158.(1) as aoon as may be after making a winding-up
order, the court shall settle a list of contributories, with
power to rectify the register of members in all cases where
rectification is required in pursuance of this ordinance, and
shall cause the assets of the company to be collected, and
applied in discharge of its liabilities.
(2) in settling the list of contributories, the court shall
distinguish between personw who are contributories in their
own right and persons who are contributoires as being
representatives of or liable to the debts of others.
159. the court may, at any time after making a winding-
up order, require any contibutory for the time being settled
on the list of contributories, and any trustee, receiver,
bankler, agent, or officer of the company to pay, deliver,
convey, surrender, or transfer forthwith, or within such time
as the court directs, to the liqudator any money, property.
or books and papers in his hands to which the company is
prima facie entitled.
160.(1) the court may, at any time after making a
winding-up order, make an order on any contributory for the
time being settled on the list of contributories to pay, in
manner directed by the order, any money due from him or
form the estate of the person whom he represents to the
company, exclusive of any money payable by him or the
estate by virtue of any call in pursuance of this ordinance.
(2) the court in making such an order may, in the case
of an unlimited company, allow to the contributory by way
of set-off any money due to him or the estate which he
represents from teh company on any independent dealing or
contract with the company, but not any money due to him
as a member of the company in respect of any dividend or
profit; and may, in the case of a limited company, make to
any director or manager whose liability is unlimited or to his
estate the like allowance.
(3) but in the case of any company, whether limited or
unlimited, when all teh creditors are paid in full, any money
due on any account whatever to a contributory from the
company may be allowed to him by way of set-off against
any subsequent call.
161.(1) the court may, at any time after making a
winding-up order, and either before or after it has ascer-
tained the sufficiency of the assets of the company, make
calls on and order payment thereof by all or any of the con-
tributories for the time being settled on the list of the
contributories to the extent of their liability, for payment
of any money which the court considers necessary to satisfy
the detbs and liabilities of the company, and the costs,
charges, and expenses of winding-up and for the adjustment
of the rights of the contributories among themselves.
(2) in making a call, the court may take into consideration
the probability that some of the contributories may partly
or wholly fail to pay the call.
162.(1) the court may order any contributory, pur-
chaser, or other person from whom money is due to the
company to pay the same into such bank as the court may
direct to the account of the liquidator instead of to the
liquidator, and any such order may be enforced in the same
manner as if it had directed payment to the liquidator.
(2) all moneys and securities paid or delivered into such
bank in the event of a winding-up by the court shall be
subject in all respects to the orders of the court.
163.(1) an order made by the court on a contributory
shall (subject to any right of appeal) be conclusive evidence
that the money, if any, thereby appearing to be due or
ordered to be paid is due.
(2) all other pertinent matters stated in the order shall
be taken to be truly stated as against all persons, and in
all proceedings, except proceedings against the real estate
of a deceased contributory, in which case the order shall be
only prima facie evidence for the purpose of charging
his real estate, unless his heirs or devisees were on the list
of ocntributories at the time of the order being made.
164. the court may fix the time or times within which
creditors are to prove their debts or claims, or to be ex-
cluded from the benefit of any distribution made before
those debts are proved/
165. the court shall adjust the rights of the contribu-
tories among themselves, and distribute any surplus among
\ the persons entitled thereto.
166. The court may, in the event of the assets being
insufficient to satisfy the liabilities, make ,in order as to
payment out of the assets of the costs, charges, and expenses
incurred in the winding-up in such order of priority as the
court thinks just.
167.----(1) when the affairs of a company have been
completely wound up, the court shall make an order that
the company be dissolved from the date of the order, and
the company shall be dissolved accordingly.
(2) The order shall bc reported by Ihe liquidator to the
registrar of Companies who shall make in his books a
minute of the dissolution the company.
(3) if the liquidator makes default in complying with the
requirements of this section, he shall be liable to a fine not
exceeding fifty dollars for every day during which he is in
default.
168. General rules may be made for enabling or requir-
ing all or any of the powers and duties conferred and
imposed on the court by this Ordinance, in respect of the
matters following, to be exercised or performed by the
liquidator as all officer of the court, and subject to the
control of the court; that is to say, the powers and duties
of the court in respect of-
(a) holding and conciticting ineetings to ascertain the
wishes of creditors and contributories;
(b) settling lists of contributories and rectifying the
register of members where required, and collecting and
applying the assets.
(c) requiring delivery of property or documents to the
liquidator;
(d) making calls;
(e) fixing a time within which debts and claims must be
proved;
provided that the liquidator shall not, without the special
leave of the court, rectify the register of members, and shall
not make any call without either the special leave of the
court or the sanction of the committee of inspection.
Extraordinary powers of the court.
169.---~(1) The court, may after it has made a winding-
up order, summon before it any officer of the company- or
person known or suspected to have In his possession any
property of the company or supposed to be indebted to the
company, or any person whom the court deeins capable of
giving information concerning the trade, dealings, affairs,
or property of the company.
(2) The court may examine him on oath concerning the
same, either by worel of mouth or on written interrogatories,
and may reduce his answers to writing and require him to
sign them.
(3) The court, may require him to produce any books and
papers in his custody or power relating to the company;
but, where he claims. any lien on books or papers produced
by him, the production shall be, without prejudice to that
lien, and the court shall have jurisdiction in the winding-
up to determine all questions relating to that lien.
(4) If any person so summoned, after being tendered a
reaspnable sum for his expenses, refuses to come before the
court at the time appointed, not, having a lwaful impediment
(made known to the court at the time of its sitting, and allowed
by it), the court may cause him to be apprehended, and
brought before the court for examination.
170.-(1) when an order has been made for winding up
a company by the court, and the official receiver has made a
further report under this ordinance stating that in his
opinion a fraud has been committed by any person in the
promotion or formation of the company, or by any director
or other officer of the company in relation to the company
since its formation, the court may, after consideration of the
report, direct that any person who has taken any part in the
promotion or formation of the company, or has been a
director, or officer of the company, shall attend before the
court on a day appointed by the court for that purpose, and
be publicly examined as to the promotion or formation or
the conduct of the business of the company or as to his con-
duct and dealings as director or officer thereof.
(2) the offical receiver shall take part in the examina-
tion, and for that purpose may, if specially authorised by the
court in that behalf, employ a solicitor with or without
conunse.
(3)The liquidator,where the Official Receiver is not the
liquidator and any creditor or contributory may also take
part in the examination either personally or by solicitor or
counsel.
(4)The court may put such questions to the person
examined as the court thinks fit.
(5)The person examined shall be examined on oath,and
shall answer all such question as the court may put or allow
to be put to him.
(6)A person ordered to be examined under this section
shall answer at his own cost, before his examination,be furnished
with a copy of the Official Receiver's report,and may at his
own cost employ a solicitor with or without counsel, who
shall be at liberty to put to him such question as the court
may deem just for the purpose of enabling him to explain or
qualify any answers given by him :Provided that if he is,
in the opinion of the court exculpated from any charges
made or suggested against him the court may allow him
such costs as in its discretion it may think fit.
(7)Notes of the examination shall be taken down in
writing and shall be read over to or by and sigend by the
person examined and may thereafter be used in evidence
against him and shall be open to the inspection of any
creditor or contributory at all reasonable times.
(8)The court may adjourn the examination from time
to time.
(9)An examination under this section may if the court
so directs and subject to general rules be held before any
officer of the Sipreme Court named for the purpose by the
court and the powers of the court under this section as to
the conduct of the examination but not as to costs may be
exercised by the person before whom the examination is held
171.The court at any time either before or after making
a winding-up order on proof of probable cause for believing
that a contributory is about to quit its jurisdiction or other
wiae to abscond or to remove or conceal any of his property
for the purpose of evading payment of calls or of avoiding
examination respecting the affairs of the company may cause
the contributory to be arrested and his books and papers
and movable personal property to be seized, and him and
them to be safely kept until such time as the court may order.
As amended by No.31 of 1915.
172. any powers by this ordinance conferred on the
court shall be inaddition to and not in restriction of any
existing powers of instituting proceedings against any con-
tributory or debtor of the company, or the estate of any
contributroy or debtro for the call or other sums.
enforcement of and appeal from orders
173. orders made by the court under this ordinance may
be enforced int he same manner as orders made in any action
peinding therein.
174. subjedt ot rules of court, an appeal from any order
or decision made or given in the winding-up of a company
by the court under this ordinance shall lie in the same
manner and subject to the same conditions as an appeal
from any order or decison of the court in cases within its
orgininal jurisdiction; subject to this restriction that not such
appeal shall be hard unless notice of the same is filed with-
in fourteen days from the date of the order or decision
complianed of, unless such time is extended by the full court.
voluntary winding-up
175. a company may be wound up voluntarily
(1) when the period (if any ) fixed for the duration of the
company by the articles expires, or the event (if any) occurs,
on the occurrence of which the articles provide that the
company is to be dissolved, and the company in general
meeting has passed a resolution requiring the company to be
wound up voluntarily;
(2) if the company resolves by special resolution that the
company be wound up voluntarily.
(3) if the company resolves by extraordinary resolution to
the effect that it cannot by reason of its liabilities continue
its business, and that it is advisable to wind up.
176. a voluntary winding-up shall be deemed to com-
mence at the time of the passing of the resolution authoris-
ing the winding-up.
177. when a company is wound up voluntarily, the com-
pany shall, from the commencement of the winding-up, cease
to carry on its business, except so far as may be required
for the beneficial winding-up thereof.
Provided that the corporate state and corporate powers of
the company shall, notwithstanding anything to the contrary
in its, articles, continue until it is dissolved.
178. when a company has resolved by special or extra-
ordinary resolution to wind up voluntarily, it shall give
notice of the resobition by advertisement in the Gazette,
and in the caseo f a china company in some newspaper
circulating in the place where such company has its registered office.
179. The following consequences shall ensue on the
voluntary winding-up of a company:
(i) the property of the company shall be applied in satis-
Faction of its liabilities pari passu, and, subject thereto,
shall, unless the articles otherwise, provide, be distributed
among the members according to their rights and interests
in the company;
(ii) the company in general meeting shall appoint one or
more liquidators for the purpose of winding up the affairs
and distributing the assets of the company, and may fix the
remimeration. to be paid to him or them;
(iii) on the appointment of a liquidator, all the powers of
the directors shall cease, except so far as the company in
general meeting, or the liquidator, sanctions the continuance
thereof;
(iv) the liquidator may, without the sanction of the court,
exercise. all powers by this Ordinance given to the liquidator
in a winding-up by the court.
(v) the liquidator may exercise the powers of the court
under tbis Ordinance of settling a list of contributories, and
of making calls, and shall pay the debts of the company,
and adjust the rights of the contributories among themselves;
(vi) the list of contributories shall be prima facie evidence
of the liability of the person, named therein to be con-
tributories;
(vii) when seveal liquidators are appointed, every power
hereby given may be exercised by such one or more of them
as may be determined at the time of their appointment, or in
default of such determination by any number not less than
two;
AS amended by No. 31 of 1915.
(viii) if from any cause whatever there is no liquidator
acting, the court may, on the application of a contributory,
appoint a liquidator;
(ix) the court may, on cause shown, remove a liquidator,
and appoint another liquidator.
180.-(1) The liquidator in a voluntary winding-up shall,
within five weeks after his appointment, file with the
Registrar of Companies a notice of his appointment in the,
form prescribed by the Governor.
(2) If the liquidator fails to comply with the requirements
of this section, he shall be liable to a fine not exceeding fifty
dollars for every day during wbIch the default continues.
181.(1) every liquidator appointed by a company in a
voluntary winding-up shall, within three weeks from his
appointment, send notice by registered post to the official
receiver and to all persons who appear to him to be creditors
of the company that a meeting of the creditors of the com-
pany will be held on a date, not being less than four nor
more than five weeks after his appointment, and at a place
and hour, to be specified inthe notice, and shall also
advertise notice of the meeting once in the gazette and once
at least in two local newspapers circulating in the district
where the principal place of business of the company was situate.
(2) At the meeting to be held in pursuance of the fore-
provisions of this section, at which the Official Receiver
shall have the right to be present and to speak, the creditors
shall determine whether an application shall be made to the
court for the appointment of any person as liequidator the
place of or jointly with the liquidator appointed by the com-
pany, or for the appointment of a committee of inspection,
and, If the creditors so resolve, all application may be made
accordingly to the date of the meeting, by any creditor appointed
for the purpose at the meeting.
(3) On any such application, the court, may make an. order
either for the removal of the liquidator appointed by the com-
pany and for the appointment of some other person as liquida-
tor, or for the appointment or some other person to act as.
liquidator Jointly with the liquidator appointed by the com-
pany, or for the appointment of a committee of inspection
either together with or without. any such appointment of a
liquidator, or such other order as, having regard to the
interests of the credirors and contributories of the coinpany,
may seem just.
(4) No appeal shall lie from an order of the court upon
such application under htis section.
(5) the court shall make such order as to the costs of the
application as it may think fit, and if it Is of opinion that,
having regard to the interests of the creditors in the Equida
tion, there were reasonable grounds for the application, may
order the costs of the application to lie paid out of the assets
of the company, notwithstanding that the application is dis
or Otherwise disposed of adversely to the applicant.
]82.- -(1) if a vacancy occurs by death, resignation, Or
otherwise in the office of liquidator appointed by the com-
pany in a voluntary winding-up, the company in general
meeting may, subject to any arrangment with its creditros,
fill the vacancy.
(2) for that purpose, a general meeting may be convened
by any contributory or, if there, were more liquidators than
one, by the continuing liquidators.
(3) the meeting shall be held in manner prsecribed by the
articles, or in such manner as may, on application by any
contributory or by the continuing liquidators, be determined
by the court.
183.----(1) A company about to be, or in course of being
wound up voluntarily may, by extraordinary resolution dele-
gate to its creditors, Or to any committee of them, the power
of apponting liquidators or any of them, and of supplying
vacanclos among the liquidators, or enter into any art,ange-
ment with respect to the. powers to be exercised ---by the
liquidators, and the manner in which they are to be exercised.
(2) Any act done by creditors in pursuance of -any such
delegated power shall have the same effect as if it had been
done by the compauy.
184.-(1) Any arrangement entered into between a com-
pany about to be, or in the course of being, wound up volun-
tarily and its creditors. shall, subject to any right of appeal
under this section, be hinding on the company if sanctioned
by an extraordinary resolution, and on the creditors if acceded
to by three-months in number and value of the creditors.
(2) Any creditor or contributory may, within three weeks
from the completion of the arrangement, appeal to the court
against it, and the court may thereupon, as it, thinks just,
amend, vary, or confirm the arrangement.
185.(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 he
transferred or sold to another company (in this section
called the transferee company) the liquidator of the first
mentioned company (in this section called the transferor
company) may, with the sanction of a special resolution of
that, company, cpmferromg 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 mem-
bers of the transferor company, or may enter into any other
arrangement whereby the members of the transferor coin-
pany may, in lieu or 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 inembers of the transferor company.
(3) It any member of the transferor company who did not,
vote in favour of the special resolution at either of the
meetings held for passing and confirming the same expresses
his dissent therefrom in writing addressed to the liquidator,
and left at the registered office of the company iwthin seven
days after the confirmation of the resolution, he may require
the liquidator either to afistain from carrying the resolution
into effect, or to purchase his interest ,it a price to be
determined by agreement, or by arbitration in manner pro-
vided by this section.
(4) If the liquidator elects to purchases 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 concur
rently with a resolution for winding up the company, or for
appointing liquidators; but, if an order is inade within a
as amended by No, 22 of 1913,
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, with repsect ot hte settlement of disputes by arbitration,
shall be incorporated with this ordinance, in the construc-
tion of such rpovisions, this ordinance shall be deemed to be
the special act, and the cmpany shall mena the transferor
company, and the words the board of trade shall be read
as menaing the governor, and any appointment by the said
incorproated 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, if only one, or any two or
more of the liquidators if more than one.
97) the words transferee company shall include any
company whether incorporated in or outside the colony.
186.(1) where a company is being wound up viluntarily,
the liquidator or ay contributory or creditor or the official
receiver may apply to the court to determine any question
arising in the winding-up, or to exercise, as respects, the
enforcing of calls, or any other matter, all or any of the
powers which the court might exercise if the company were
being wound up by the court.
(2) the court, if satisfied that the determination of the
question or the requied exercise of power will be just and
beneficial, amy accede wholly or partially to the application
on such terms and conditions as the court thinks fit, or may
make such other order on the application as the court thinks just.
187.(1) where a company is being wound up voluntariy,
the liquidator may summon general meetings of the company
for the purpose fo obtaining the sanctionof the company by
special or extraordinary resolution, or for any other purposes
he may think fit.
(2) in the event of the winding-up continuing for more
than one year, the liquidator shall sumon a general meeting
of the ocmpoany at the end of the first year from the
commencement of the winding-up and of each succeeding
year, or as soon thereafter as may be convenient, and shall
lay before the meeting an account of his acts and dealings
and of the conduct of the winging-up durign the preceding
year.
188.(1) in the case of every voluntary winding-
up, as soon as the affairs of the company are fully
wound up, the liquidator shall make up an account of the
winding-up, showing how the winding-up has been conducted
and the property of the company has been disposed of; and
thereupon shall forward a copy of hte account to the official
receiver who shall have full power to investigate and report
theereon, and therafter the liquidator shlal call a general
meeting of the company for the purpsoe of laying before it
the account and the offical receiver's report (if any), and
giving any explanation thereof.
(2) the meeting shall be called by advertisement in the
gazette and in two local newspapwers circulating in the district
where the principal place of business of the company was
situtate, specifying the time, place, and object thereof, and
published one month at least before the meeting.
(#) within three weeks after the meeting, the liquidator
shall make a return tot he registrar of companies of the
holding of the meeting, and of its date, and in default of so
doing he shall be liable to a fine not exceeding fifty dollars
for every day during which the default continues.
(4)teh registrar of companies on receiving the return
shall forthwith register it, and on the expiraton of three
months from the registrartion of the return the company shall
be deemed to be dissolved.
(5) it shall be the duty of the perso on whose application
an order of the corut under this section is made, within seven
days after the making of the order, to file with the registrar
of ocmpanies an office copy of the order, and if that person
fails so to do he shall be liable to a fine not exceeding fifty
dollars for every day during which the default ocntinues.
as amended by law rev. ord., 1924.
189. All costs, charges, and expenses properly incurred
in the voluntary winding-up of a company, including the
remmuneration of the liquidator, shall be payable out of the
assets of the company in priority to all other claims.
190. the voluntary winding-up of a company shall not
bar the right of any creditor or contributory to have it wound
up by the court, if the court is of opinion, in the case of an
application by a creditor, that the rights of the creditor or,
in the case of an application by a contributory, that the
rights of the contributories will be prejudiced by a voluntary
winding-up.
191. Where a company is being wound up voluntarily,
and an ordor is made for winding-up by the court, the Court
may, if it thinks fit, by the same or any subsequent order
provide for the adoption of all of the proceedings in
the voluntary winding-up.
winding-up subject to supervision of court.
192. Where a company has by special or extraordinary
resolution resolved to wind up voluntarily, the court may
make na order that the voluntary winding-up shall continue
but subject to Such supervision of the court, and with such
liborty for creditors, contributories, or others to apply to the.
court, and generally on such terms and conditions as the
court thinks just.
193. a petition for the ocntinuance of a volintary winding-
up subject to the supervision of the court shall, for the
purpose of giving jurisdiction to the corut over actions, be
deemed to be a petition for winding-up by the court.
194. The court may, in deciding between a winding-up
bY the court and a winding-up subject to supervision, in the
appointment of liquidators, and in all other inatters relating,
to the winding-up subject to supervision, have regard to the
wishes of te creditors or contributories as proved to it by
any sufficient evidence.
195.----(1) where in order is made. for a winding-up
subject to supervision, the court, may by the same or any
subsequent order appoint any additional liquidator.
(2) a liquidator appointed by the court under this section
shall have the same powers, be subject to the same obliga-
tions, and in all respects, stand in the same position as if he
had been appointed by the company.
(3) the court may remove any liquidator so appointed by
the court or any liquidator continued under the supervision
order and fill any vacancy occasioned by the removal, or by
death or resignation.
196.(1) where an order is made for a winding-up
subject to supervision, the liquidator may, subject to any
restrictions imposed by the court, exercise all his powers,
without the sanction or intervention of the court, in the
same manner as if the company were being wound up
altogether voluntarily.
(2) a winding-up subject to the supervision of the court
is not a winding-up by the court for the purpose of the fol-
lowing provisions of this ordinance, namely, those contained
in sections 143, 144 (except sub-section 9), 147, 149, 150 , 151,
153, 155, 156, 157, 168 and 170, but, subject as afroesaid,
an order for a winding-up subject to supervision shall for all
purposed, including the staying of action s and other proceed-
ings, the making and enforecemnt of calls, and the exercise
of all other powers, be deemed to be an order for winding-
up by the court.
supplementary
197.(1) in the case of voluntary winding-up every
transfer of shares, except transfers made to or with the sanc-
tion of the liquidator, and every alteration in the status of
the members of the company made after the commencement
of the winding-up, shall be void.
(2) in the case of a winding-up by or subject to the
supervision of the court, every disposition of the property
(including things in action) of the company, and every
transfer of shares, or alteration in the status of its members,
made after the commencement of the winding-up shall,
unless the court otherwise orders, be void.
198. in every winding-up (subject in the case of insolvent
companies to the application, in accordance with the provi-
sions of this ordinance, of the law of bankruptcy) all debts
payable on a contingency, and all claims against the company.
present or future, certain or contingent, ascertained or
sounding only in damages, shall be admissible to proof
against the company, a just estimate being made, so far as
possible, of the value of such debts or claims as may be
subject to any contingency or sound only in damages, or for
some other reason do not bear a certain value.
199. in the winding-up of an insolvent company the same
rules shall prevail and be observed with regard to the
respective rights of secured and unsecured creditors and to
debts provable and to the valuation of annuities and future
and contingent liabilities as are in force for the time being
under the law of bankruptcy with respect to the estates of
persons adjudged bankruptcy; and all persons who in any
such case would be entitled to prove for and receive dividends
out of the assets of the company may come in under the
winding-up, and make such claims against the company as
they respectively are entitled to by virtue of this section.
200.(1) in a winding-up there shall be paid in priority
to other debts,
(a) all local rates due from the company at the date
hereinafter mentioned, and having become due and payable
within twelve months next before that date; and
(b) all wages or salary of any clerk or servant in respect
of services rendered to the company during four months
before the said date, not exceeding five hundred dollars; and
(c) all wages of any workman or labourer not exceeding
two hundred and fifty dollars, whether payable for time or
for piece-work, in respect of services rendered to the com-
pany during two months before the said date.
(2) the foregoing debts shall
(a) rank equally among themselves and be paid in full,
unless the assets are insufficient to meet them, in which case
they shall abate in equal proportions; and
(b) so far as the assets of the company available for pay-
ment of general creditors are insufficient to meet them, have
priority over the claims of holders of debentures under any
floating charge created by the company, and be paid accord-
ingly out of any property comprised in or subject to that
charge.
(3)subject to the retention of such sums as may be
necessary for the costs and expenses of the winding-up the
foregoing debts shall be discharged forthwith so far as the
assets are sufficient to meet them.
(4) in the event of a distraint on any goods or effects of
the company within three months next before the date of a
winding-up order, the debts to which priority is given by
this section shall be a first charge on the goods or effects so
distrained on , or the proceeds of the sale thereof.
provided that in respect of any money paid under any
such chafge the peeson entitled to apply for a warrant of
distree shall have the same rights of priority as the person
to whom the payment is made.
(5) the date hereinbefore in this section referred to is,-
(a) in hte case of a company ordered to be wound up
compulsorily which had not previously commenced to be
wound up voluntarily, the date of the winding-up order; and
(b) in any other case, the date of the commencement of
the winding-up.
201.(1) any conveyance, mortgage, delivery of goods,
payment, execution, or other act relating to property which
would, if made or done by or against an individual, be
deemed in his bankruptcy a fraudulent preference, shall, if
made or done by or against a company, be deemed, in the
evenrt of its being wound up, a fraudulent preference of its
creditors, and be invalid accordingly.
(2) for the purposes of this section, the presentation of a
petition for winding-up in the case of a winding-up by or
subject to the supervision of the court, and a resolution for
winding-up in the case of a voluntary winding-up, shall be
deemed to correspond with the act of bankruptcy in the
case of an individual.
(3) any conveyance or assignment by a company of all its
property to trustees for the benefit of all its creditors shall
be void to all intents.
202. where any company is being wound up by or
subject to the supervision of the court, any attachment,
sequestration, distress or execution put in force against the
estate or effects of the company after the commencement of
the winding-up shall be void to all intents.
203. when a company is being wound up, a floating charge
on the undertaking or property of the company created within
three months of the commencement of the winding-up shall,
unless it is proved that the company immediately after the
creation of the charge was solvent, be invalid, except to the
amount of any cash paid to the company at the time of or
subsequently to the creation of, and in consideration for the
charge, together with interest on that amount at the rate of
five per cent.
204.(1) the liquidator may, with the sanction following:
(a) in the case of a winding-up by the court, with the
sanction either of the court or of the committee of inspection.
(b) in the case of any winding-up subject to supervision,
with the sanction of the court, and
(c) in the case of a vountary winding-up, with the sanction
of an extraordinary resolution of the company,
do the following things or any of them;
(i) pay any classes of creditors in full;
(ii) make any compromise or arrangement with creditors
or persons claiming to be creditros, or having or alleging
themselves to have any claim, present or future, certain or
contingent, ascertained or sounding only in damages, against
the company, or whereby the company may be rendered liable;
(iii) compromise all calls and liabilities to calls, debts, and
laibilities capable of resulting in debts, and all claims.
present or future, certain or contingent, ascertained or
sounding only in damages, subsisting or supposed to subsist
between the company and a contributory, or alleged con-
tributory, or other debtor or person apprehending liability
to the company, and all questions in any way relating to or
affecting the assets or the winding-up of the company, on
such terms as may be agreed, and take any security for the
discharge of any such call, debt, liability or claim and give
a complete discharge in respect thereof.
(1) in the case of a winding-up by the court, the exercise
by the liquidator of the powers of this section shall be
subject to the control of the court, and any creditor or
contributory may apply to the court with respect to any of
those powers.
205.-(1) Where in the course of winding up a company
it appears that any person who has taken part in the forma-
tion or promotion of the, company, or any past or present
director, manager or liquidator, or any officer of the company,
has misapplied or retained or become liable or accountable
for any money or property of the company, of been guilty of
any misfeasance or breach of trust in relation to the company,
the court, may, on the application of the Official Reciver, or
of the liquidator, or of any creditor or contributory, examine
into the conduct of the promoter, director, manager, liquidator,
or officer, and compel him to repay or restore the money or
property or any part thereof respectively with interest at
such rate as the court thinks just, or to contribute such sum
to the assets of the company by way of compensation in
respect of the misapplication, retainer, misfeasance, or breach
of trust as the court thinks just.
(2) this section shall apply notwithstanding that the
offence is one for which the offender may be criminally
responsible.
(3) Where in the case of a winding-up an order for payment
of money is made onder this section, the order shall he
deemed io be a final judgment within the meaning of section
3(1)(g) of the bankruptcy ordinance, 1891.
206. Every director, officer, or contributory of any com-
pany being wourd up who destroys, mutilates, alters, or
falsifies any books, papers, or securities, or makes or is privy
to the making of any false or fraudulent entry in any register,
book of account, or document belonging to the company
with intent to defraud or deceive any person, shall be guilty
of a misdemeanor.
207.(1) if it appears to the court in the course of a
winding-up by or subject to the uspervision of the court that
any past or prsent director, amnager, officer, or member of
the compnay has been guilty of any offence in relation to the
company for which he is criminally respensible, the court
may on the application of any person interested in the
winding-up or of its own motion, direct the liquidator to
prosecute for the offence, and may order the costs and
expenses' to be paid out of the assets of the company.
as amended by law rev. ord., 1924.
(2) if it appears to the liequidator in the course of a
voluntary winding-up that any past or present director,
manager, officer, or member of the company has been guilty
of any offence in relation to the company for which he is
criminally responsible, the liquidator, with the previous
sanciton of the court, amy prosecute the offender, and expenses
properly incurred by him inthe prosecution shall be payable
out of the assets of the company in priority to all other
liabilities.
s. 208, rep no. 21 of 1922.
209. --(1) where by this Ordinance the court is authoris-
ed, in relation to winding-up, to have regard to the wishes
of creditors or contributories, as proved to it by any sufficient
evidence, the court may, if it thinks fit, for the purpose of
ascertaining those wishes, direct meetings of the creditors
or contributories to be called, held, and conducted in such
manner as the court directs, and may appoint a person to
act as chairman of any suchand to report the result
Lhereof to the court.
(2) In the case of creditors, regard shall be had to the
value or each creditor's debt.
(3) In the case of contributories, regurd shall. be had to
the number of votes conferred each contributory by the
articles.
210. where any company is being wound up, all. books
and papers of the company, and of the liquidators shall, as
betweell the contributories of the company, be prima facie
evidence of the truth of all matters purporting to be therein
recorded.
211. After all order for a winding-up by or subject to the
supervision of the court, the court may make such order for
inspection by creditors and contributories of the company ,
of its books and papers as the court, thinks just, and any
books and papers in the possession of the company may be
inspected by creditors or contributories accordingly, but not
further or otherwise.
212. -( 1 ) When- a company has been wound up and is
about to be dissolved, the books and papers of the company
and of the liquidators may be disposed of as follows
(a) in the case of a winding-up by or subject to the
supervision of the court, in such way as the court directs;
(b) in the case of a voluntary winding-up, in such way as
the company by extraordinary resolution directs.
(2) After five years froin the dissolution of the company
no responsibility shall rest on the company, or the liqui-
dators, or any person to whom the custody of the books and
papers has been committed, by reason of the same not being
forthcoming to any person claiming to be interested therein
213. (1) Where a company has been dissolved, the
court may at any time within two years of the date of the
dissolution, on an application being made forthe purpose
by the liquidator of the company or by any other person
who appears to the court to be interested, make an order,
upon such terms as the court thinks fit, declaring the
dissolution to have been void, and thereupon such proceed-
ings may be taken as might have been taken if the company
had not been dissolved.
(2) It shall be the duty of the person on whose application
the order was made, within seven days after the making of
the order, to file with the Registrar of Companies an office
Copy of the order, and if that person fails so to do he shall
be liable to a fine not exceediny fifty dollars for everv day
during which the default continues.
214. (1) where a company is being wound up, if the
winding-up is not concluded within one year after its
coinnience ment the liquidator shall, at such intervals as
may, be prescribed, until the winding-up is concluded, send
to the Registrar of Companies a statement in the prescribed
form, and containing the prescribed particulars with respect
to the proceedings in and position of the liquidation.
(2) Any person stating himself in writing to be a
creditor or contributory of the ocmpany shall be eniltled,
by himself or by his agent, at in reasonable times, on
payment of the prescribed fee, to inspect the statement, and
to receive a copy thereof or extract therefroni ; but any
person untruthfully so stating himself to be a creditor or
contributory shall be guilty of a contempt of court, and
shall be punishable accordingly on the application of the
liquidator or of the Official receiver.
as amended by no. 12 of 1921 and Law Rev. ord., 1921.
(3) Every liquidator who fails to comply with the re-
quirements of this section sball be liable to a line, not
exceeding five hundred dollars For each day during which
the default continues.
(4) If it appears from any sitch statement or otherwise
that a liquidator has in his hands or under his control any
money representing unclainied or undistributed assets of
the company which have remained unclaimed or undis-
tributed for six months after the date of their receipt, the
liquidator shall forthwith pay the same to the Companies
Liquidation Account, and shall be entitled to the prescribed
certificate of receipt for the money so paid, and that certif-
icate shall be an effectual discharge to him in respect there-
of.
(5) For the purpose of ascertaining and getting in any
money payable in pursuance of this section, the like powers
may be exercised, and by the like authority, as are exercise-
able under section 80 of the bankruptcy Ordinance, 1801,
for the purpose of ascertaining and getting in the sums,
funds and dividends referred to in that section.
(6) Any person chaiming to be entitled to any money paid
in pursuance of this section may -apply to the official
Receiver for payment of the same, and the Official Receiver
may, on a certificate by the liquidator that the person claim-
ing is entitled, make an order for the payment to that
person of the sum. due.
(7) Any person dissatisfied with the decision of the Official
Receiver in respect of any claim made in pursuance of this
section may appeal to the court,.
215. In all proceedings under this Part, all courts, judges,
and persons judicially acting, and all officers, judicial or
ministerial, of any court, or employed in enforcing the
process of any court, shall take judicial notice of th
signature of any officer of the court, and -also of the official
seal or stamp of the several offices of the court, appended to
or impressed on any document made, issued, or signe
under the provisions of this part, or any official copy thereof
* As amended by Law Rev. Ord, 1924.
216.-(1) Any affidavit required to be sworn under the
provisions or for the purposes of this Part may be. sworn in
the. Colony, or elsewhere within the dominions of his majesty.
before any court, judge, or person lawfully authorised to
take and receive affidavits, or within the limits of the china
Orders in Council. before any officer of the supreme court
for China lawfully authorised to take and receive affidavits,
or before any of His maJesty's consuls or vice-consuls in any
place outside His Majesty's dominions
(21) all courts, judges, justices, commissioners, and persons
acting judiciallY shall takejudicial notice ofthe soal
or signature (as the case may be) of any such court, judge,
person, consul, or vice-consul, attached, appended, or sub-
scribed to any such affidavit, or to any other document to bo
used for the purposes of this part.
217.-(1) An account, called the Companies liquidation
ccount, shall be kept by the official receiver with the
Colonial Treasurer, or, in the case of a China company, at
such bank as the J dge of the Supreme Court for China may
direct, and all moneys received by the, Official Receiver in
respect of proceedings under this Ordinance in connexion
with the winding-up of conipanies shall be paid to that
account.
(2) all payments out of money standing to the credit of
the Official Receiver in the Conipanies Liquidation Account
shall be made in the prescribed manner.
218.---(1) An account shall be kept by the. Official
Receiver of the receipts and payments in the winding-up of
each company and, when the cash balance standing to the
credit of the, account of any company is in excess of the
amount which, in the opinion of the committee of- inspection,
is required for the time being to answer demands in respect
of that company's estate the official receiver shall, on the
request of the committee, invest the amount not so required
in such securities as the court may direct, to be place to
the credit of the said account for the benefit of the company.
(2) When any part of. the money so invested is in the
opinion of the committee of inspection, required to answer
any demands in respect of the estate of the companY, the
as amended by no. 31 of 1915 and law rev. ord., 1924.
As amended by no. 12 of 1921.
Official Receiver shall, on the request of the committee, raise
such sum as may be required by the sale of such part of the
said securities as may be necessary.
(3) The dividends on investments under this section shall
be paid to ihe credit of the company.
219.-(1) The Governor may appoint such. additional
officers as may be required for the execution of this Part and
may remove any person so appointed.
(2) The governor shall direct whether any and what
remuneration is to be allowed to any officer or person
performing any duties under this Part in relation to the
winding-up of companies, and may vary, increase, or
diminish that remuneration as he thinks fit.
(3) The accounts of the Official receiver under this Ordi-
nance in relation to the winding-up of companies shall be
audited in such manner as the Governor may direct, and the
Official Receiver shall make such returns and give such
information as the Governor may direct.
220.-(1) The Chief Justice with the approval of the
Legislative Council may make general rules for carrying into
effect the objects of this Ordinance so far as relates to the
winding-up of companies, and to local registers, and also
rules of procedure for the purposes ofthils Ordinance includ-
ing rules as to costs and fees.
(21) There shall be paid in respect of proceedings under
this Ordinance in relation to the winding-up of companies
such fees and by such person and in such imanner as the Chief
Justice with the approval of the Legislative Council may
direct.
(3) The authority having power to make rules or give
directions under this section may, by any such rules or
directions, repeal, alter, or amend any rules and directions
which are in force at the commencement of this Ordinance.
As amended by Law Rev. Ord., 1924.
for rules made under this section see hodgson's regulations of
hongkong, 1914, pp. 82-212.
221. subject to the provisions of this ordinance with
respect to fees and costs and to any rules made thereunder,
the same fees and percentages and solicitors' costs shall be
payable as are provided for similar matters or proceedings in
the original jurisdiction of the court.
removal of defunct companies from register
222,-(1) Where the Registrar of Companies has reason-
able cause to believe that a company is not carrying on
business or in operation, he shall- send to the company by
registered post a letter inquiring whether the company is
carrying on business or in operation.
(2) If the Registrar of Companies does not within one
month of sending, the letter receive any answer thereto, he
shall within fourteen days after the expiration of the month
send to the company by post a registered letter referring to
the first letter, and stating that no answer thereto has been
received, and that if an answer is not received to the second
letter within one month frorri the date thereof, a notice will
be published in the Cazette with a to striking the name
of the company off the register.
(3) If the Registrar of Companies either receives an answer
from the company to the effect that it is not carrying on
business or in operation, or does not within one month after
sending the second letter receive any answer, he may publish
in the Gazette, and send to the company by post, a notice
that at the expiration of three months from the date of that
notice the name of the company mentioned therein will,
unless cause is shown to the contrary, be struck off the
register and the companY, will be dissolved.
(4) If, in any case where a company is being wound up,
the Registrar of Companies has reasonable cause to believe
either that no liquidator is acting., or that the. affairs of the
company are fully wound up, and the returns required to be
made by the liquidator have not been made for a period of
six consecutive months after notice by the registrar of com-
panies demandino, the returns has been sent by post to the
company, or to the liquidator at his last-known place of
business, the registrar of companies may publish in the
gazette and send to the company a like notice as is provided
in sub-section (3).
AS AMENDED BY LAW REV. ORD., 1924
(5) At the expiration of the time mentioned in the notice,
the Registrar of Conipauies may, unless cause to the contrary
is previously shown by the company, strike its name off the
register, and shall publish notice thereof in the Gazette, and
on the publication in the Gazette of this notice the company
shall be dissolved : Provided that the liability (it any) of
every director, managing officer, and member of the company
shall continue and may be enforced as the company had
not been dissolved.
(6) If a company or any member or creditor thereof feels
aggrieved by the company having been struck off the
register, the court on the application of the company or
member or creditor may, if satisfied that the company was at
the time. of the striking off carrying on business or in
operation, or otherwise that it is just. that the company be
restored to the register, order the name of the company to be
restored to the register, and thereupon the company shall be
deemed to have continued in existence as if its name had not
been struck off; and the court tnay by the order give such
directions and make such provisions as seeni just for placing
the company and all other persons in the same position as
nearly as may be as if the name of' the company had not been
struck off.
(7) A letter or notice under this section may be addressed
to the company at its registered office, or, if no office has
been registered, to the care of some director or officer of the
company, or if there is no director or officer of the company
Whose name and address are known to the Registrar of Com-
panies, may be sent to each of the persons who subscribed
the memorandum, addressed to him at the address mentioned
in the memorandum.
PART V.
OFFICE AND FEES.
223.---(1) for the purposes of the registration of com-
panies uncler this Ordinance, therr Shall be a registration
office in the Colony.
(2) The Governor may appoint, such registrars, assistant
registrars, clerks and servants as he thinks necessary for the
registration of companies under this Ordinance and may
make regulations with respect to their duties., and may
remove any persons so appointed.
amended by No. 12 of 1921 and law rev. Ord., 1921.
(3) the salaries of the persons appointed under the sec-
tion shall be fixed by the governor.
(4) the govenror may direct a seal or seals to be prepared
for the authentication of documents required for or connected
with the registration of companies.
(5) any person may inspect the documents kept by the
registrar of companies on payment of one dollar for each
inspection; and any person may require a certificate of the
incorporation of any company, or a copy or certified copy
thereof, or a copy or extract of any other doucment or any
part of any other document. to be made and certified by the
registrar of companies, on payment of five dollars for a
certificate of imcorporation or a copy or certificed copy thereof,
and of forty cents for each folio of a certificed copy or extract
of any other document.
(6) a copy of or extract form any document kept and
registered at the office for the registration of companies
certificed to be a true copy under the hand of the registrar
of companies or an assistant registrar of companies shall
in all legal proceedings be admissible in evidence as of equal
validity with the original document.
(7) whenever any act is by this ordinance directed to be
done to or by the registrar of companies, it shall, until the
governor otherwise directs, be done to or by the existing
registrar of companies, or in his absence to or by such
person as the governor may authorise.
224. there shall be paid to the registrar fo companies
in respect of the several matters mentioned in table B in the
first schedule the several fees therein specificed or such other
fees as the governor in council may direct.
part VI
APPLICATION OF ORDINANCE TO COMPANIES FORMED AND
REGISTERED UNDER FORMER ORDINANCES
225. in the application of this ordinance to existing
companies, it shall apply in the same manner in the case of
a limited company, other than a company limited by
guarantee, as if the company had been formed and registered
under this ordinance as a company limited by shares; in the
as amended by no. 12 of 1921 and law rev. ord., 1924.
case of a company limited by guarantee, as if the company
had been formed and registered under this ordinance as a
company limited by guarantee; and in the case of a company
other than a limited company , as if the company had been
formed and registered under this ordinance as an unlimited
company;
provided that reference, express or implied, to the date of
registration shall be construed as a reference to the date at
which the company was in fact registered.
226. this ordinance shall apply to every company
registered but not formed under the companies ordinance,
1865, in the same manner as it is hereinafter in this ord-
inance declared to apply to compaies registered but not
formed under this ordinance;
provided that reference, express or implied, to the date of
registrartion shall be constured as a freference to the date at
which the company was registered under the companies
ordinance, 1865.
part VII
COMPANIES AUTHORISED TO REGISTERE UNDER THIS ORDINANCE
227.(1) with the exceptions and subject to the provi-
sions mentioned and contained in this section.
(i) any company consisting of seven or more members,
which was formed for the purpose of carrying on the business
of banking, and which was in existence at the commence-
ment of this ordinance.
(ii) any company consisting of seven or more members,
whcih was in existence on the 1st day of May, 1865.
(iii) any company formed after the date aforesaid, whether
before or after the commencement of this ordinance in
prusuance of any ordinance other than this ordinance, or
being otherwise duly constituted by law, and consisting of
seven or more members.
may at any time register under this ordinance as an un-
limited company, or as a company limited by shares, or as a
company limited by guarantee; and the registration shall
not be invalid ;by reason that it has taken place with a view
to the company being wound up.
(2) Provided as follows. :---
(a) a company having the liability of its members limited
and not being a joint-stock company as hereinafter defined,
shall not register in pursuance of this section
(b) a coinpanY having the liability of its member limited
shall not register in pursuance of this section as an un-
limited company or as a company limited by guarantee;
(c) a company that is not a joint-stock company as herein-
after defined shall not, register in pursuance of this section
as a company limited by shares.
(d) a company shall not register in pursuance of this
section without the assent of a majority of such of its mem-
bers as are present in person or by proxy (in cases where
proxies are allowed by the regulations of the company) at a
general meeting summoned for the purpose.
(e) where a company not having the liability of its mem-
bers limited is abont to register as a limited company, the
majority required to assent as aforesaid shall consist, of not
less than three-fourths of the members present in person or
by proxy at the meeting;
(f) where a company is about to register as a company
limited by guarantee, the assent to its being so registered
shall be accompanied by a resolution declaring that each
member undertakes to contribute to the assets of the com-
pany, in the event of its being wound up whild he is a
member, or within one year afterwards, for payment of the
debts and liabilities of the company contracted before he
ceased to be a member, and of the costs and expense of
winding up, and for the adjustment of the rights of the
contributories among themselves, such amount as may be
required, not exceeding a specified amount.
(3)in computing any majority under this section when a
poll is demanded regard shall be had to the number of votes
to which each member is entitled according to the regula-
tions of the company.
(4) a company registered under the companies ordinance,
1865, shall not be registered in pursuance of this section.
(3) 111 compiding any majority tilider this section wlicit a
poll is demanded, regard shall be had to the nuinber of votes
to which each ineinbei. is entitled according to the
tions of the coi-ripany.
(4) A registered un(ler the Cornpailles.
1865, shall not 1)o in of 1111's sf,ctl(ll.
228. for the purposes of this. Part, as far as relates to
registration of companies as companies limited by shares,
a joint-stock company means a company having a permanent
paid up or nominal share capital of fixed amount divided
into shares, also offixed amount, or held and transferable as,
stock, or divided and held in one way and partly in the
other, and formed on the principle, of for its members
the holders of those shares or that, stock, ancl no other
persons; and such a Company when registered with. limited
liability under this ordinance shall be deemed to be a com-
pany limited by shares.
229.-(1) A of issue registered under this ordi-
nance as a limited company shall not be entitled to limited
liability in respect of its notes; and. the members thereof
shall be liable in respect of its notes in the same manner as
if it had been registered as unlimited; but if, in the event
of the company being wound up, the general assets are
insufficient to satisly, the claims of both the note-holders
and the general creditors, then the members, after satisfying
the rertlaining deinands of the. note-holders, shall. be liable
to contribuile. towards payment of the debts of the general
creditors a sum equal to the amount received by the note-
holders out of the general assets.
(2) For the purposes of this section, the general assets
means the funds available for payment of the general credi-
tor as nell as the note-holder.
(3) any bank of issue registered under this ordinance as
a limited company may state on its otes that the limited
liability does not extend to its notes, and that the members
of the company are liable in respect of its notes in the same
manner as if it had been registered as an unlimited company.
230. Before the registration in pursuance of this Part,
of a joint-stock company, there. shall be delivered to the
Registrar of Companies the following documents:-
(1) a list showing the names, addresses, and occupations
of all persons who on a day named in the list, not being
more than six clear days before the day of registration, were
members of the company, with the addition of the shares or
stock held by them respectively, distinguishing, in cases
where the shares are numbered, each share by its number.
as amended by law rev. ord., 1924.
(2) it copy of any Act of parliamnet, ordinance, royal
charter, letters paten, deed of settlement, contract of (t)-
partnery, cost-book regulations, or other instrument con-
stituting or regulating the company and
(3) if the company is intended to be registered as a limited
company, a statement specifying the following particulars.
(a) the nominal share capital of the company and the
number of shares into which it is divided, or the amount of
stock of which it consists.
(b) the number of shares taken and the amound paid on
each share.
(C) the name of the company, with the addition of the word
limited as the last word thereof; and
(c) in the caseof a company intended to be registered as
a company limited by guarantee, the resolution declaring the
amount of the guarantee.
281. Before, the registration in pursuance of this Part
of any company not being a joint-stock company, there shall
be delivered to the Registrar of companies.
(1) a list showing the names, addresses, and occupations
of the directors. or other managers (if, any) of the company;
and
(2) a copy of any act of parliament, ordinance, letters.
patent, deed of settlement, contract of co-partnery, cost-book
regulations, or other instrument constituting or regulating
tho company ; and
(3) in he case of a conTany intended to ho registered as
a company limited by guarantee, a copy of the resolution
declaring the amount of the guarantee.
232. The lists of ineinbers and directors and any other
particulars relating to the company required to be delivered
to the Registrar of companies shall be verified by a statutory
declaration of any two or more directors or other principal
officers, of the company.
233. The Registrar of companies may require such
evidence as he thinks necessary for the purpose of satisfying
himself whether any company proposing to be registered is
or is not a joint-stock company as hereinbefore defined.
as amended by law rev. ord., 1924.
234.(1) where a banking company which was in exis-
tnece at the time of the commencemnet of this ordinance
proposes to register as a limited company, it shall, at least
thirty days before so registering, give notice of its intention
so to register to every person who has a banking account
with the company, either by delivery of the notice to him, or
by posting it to him at, or delivering it at, his last-known
address.
(2) if the company omits to give the notice required by
this section, then as between the company and the person
for the time being interested in the account in respect of
which the notice ought to have been given, and so far as
respects the account down to the time at which notice is
given, but not further or otherwise, the certificate of registra-
tion with limited liability shall have no operation.
235. no fees shall be charged in respectof the registration
in pursuance of this part of a company if it is not registered
as a limited company, or if before its registration as a limited
company the liability of the shareholders was limited by
some other ordinance, act of parliamnet or letters patent.
236. when a company registers in pursuance of this part
with limited liability, the word limited shall form and be
registered as part of its name, and any chinese equivalent
of its name which the company may use shall contain the
chinese characters.
237. on compliance with the requirements of this part
with respect to registration, and on payment of such fees, if
any, as are payable under table B in the first schedule,
the registrar of companies shall certify under his hand that
the company applying ofr registration is incorporated as a
company under this ordinance, and in the case of a limited
company that it is limited, and thereupon the company shall
be incorporated and shall have perpetual succession and a
common seal with power to hold lands.
238. all properyt, real and personal (including things in
action), belonging to or vested in a company at the date of
its registration in pursuance of this part, shall on registration
pass to and vest in the company as incorporated under this
ordinance for all the estate and interest of the company
therein.
as amended by law rev. ord., 1924.
239. registration of a company in pursuance of this part
shall not affect the rights or liabilities of the company
in respect of any debt or obligation incurred, or any contract
entered into by, to, with, or on behalf of, the company before
registration.
240. all actions and other legal proceedings which at the
time of the registration of a company in pursuance of this
part are pending by or against the company, or the public
officer or any member thereof, may be continued in the same
manner as if the registration had not taken place; neverthe-
less execution shall not issue against the effects of any
individual member ofthe compnay on any judgment, decree,
or order obtained in any such action or proceeding, but in
the event of the property and effects of the company being
insufficient to satisfy the judgment, decree, or order, an order
may be obtained for winding up the company.
241. when a company is registered in pursuance of this part.
(i) all provisions ocntained in any act of partliament, ordi-
nance, deed of settlement contract of co-partnery, cost-book
regulations, letters patent, or other instrument constituting
or regulating the company, including, in the case of a
company registered as a company limited by guarantee, the
resolution declaring the amount of the guarantee, shall be
deemed to be conditions and regulations of the company, in
the same manner and with the same incidents as if so much
thereof as would, if the company to be inserted in the memo-
randum, were contained in a registered memorandum, and
the residue thereof were contained in registered articles.
(ii) all the provisions of this ordinance shall apply to the
company, and the members, contributories, and creditors
thereof, in the same manner in all respects as if it had been
formed under this ordinance, subject as follows.
(a) the regulations in table A in the first schedule shall
not apply unless adopted by special resolution.
(b) the provisions of this ordinance relating to the num-
bering of shares shall not apply to any joint-stock company
whose shares are not numbered.
as amended by law rev. ord., 1924.
(c) subject ot the provisions of this section, the company
shall not have power to alter any provision contained in any
Act of Parliament or Ordinance relating to the company;
(d) subject to the provisions of this section, the company
shall not have power, without the sanction of the Governor
to alter any provision contained in any letters patent relating
to the company.
(e) the companY shall not, have power to alter any provi-
Sion contained in a Royal charter or letters patent with
respect to the objects of the company,
(f) in the event of the company being wound up, every
person shall be a contributory, in respect of the debts and
liabilities of tho company contracted before registration, who
is liable to pay or contribute to the payment of any debt or
liability of the company contracted before registration, or to
pay or contribute to the payment of any sum for the adjust
ment of the rights of the members among themselves in
respect of any such debt or liability; or to pay or contribute
to the payment of the costs and expenses of winding up the
all sums due form him in respect of any such liability as
aforesaid; and, in the event of the death, bankruptcy, or
to the assets of the company, in the course of the winding-up
all sums due form him in respect of any such liability as
aforesaid; and,. in the evnet of the death, bankruptcy, or
insolvency, of any contributory, or marriage of any female
contributory the provisions of this ordinance with respect to
the personal representatives, heirs, and devisees of deceased
contributories, to the trustees of bankrupt or insolvent
contributories, and to the liabilities of husbands and wives
respectively, shall apply
(iii) the provisions of this ordinance with respect to
(a) the registration of an unlimited company as limited
(b) the powers of an unlimited company on registration
as a limited company to increase the nominal amount of its
share capital and to provide that a portion of its share
capital shall not be capable of being called up except in the
event of winding-up
(c) the power of a limited company to determine that a
portion of its share capital shall not be capable of being
called up except in the event of winding-up
shall apply notwithstanding any provisions contained in any
act of parlianment, ordinance, royal charter, deed of settle-
ment, contract of co-partnery, cost-book regulations, letters
patent, or other instrument constituting or regulating the company.
(iv) nothing in this section shall authorise the company
to alter any such provisions contained in any deed of settle-
ment,conttract of co-partnery, cost-book regulations, letters
patent, or other instrument constituting or regulating the
company, as would, if the company had originally been
formed under this ordinance have been required to be
contained in the memorandum and are not authorised to
be altered by this ordinance;
(v) nothing in this ordinance shall derogate from any
power of altering its constitution or regulations which may
by virtue of any act of parliament, ordinance, deed of
settlement, contract of co-partnery, cost-book regulations,
letters patent, or other instrument constituting or regulating
the company, be vested inthe company.
242.(1) subject to the provisions of this section, a
company registered in pursuance of this part may be special
resolution alter the form of its constitution by substituting a
memorandum and articles for a deed of settlement.
(2) the provisions of this ordinance with respect to
confirmation by the court and registration of an alteration
of the objects of a company shall so far as applicable apply to
an alteration under this section with the following modifica-
tions;
(a) theree shall be substituted for the printed copy of the
altered memorandum required to be delivered to the
registrar of companies a printed copy of the substituted
memorandum and articles; and
(b) on the registration of the alteration being certified by
the registrar of companies, the substituted memorandum and
articles shall apply to the company in the same manner as
if it were a company registered under this ordinance with
that memorandum and those articles, and the company's
deed of settlement shall cease to apply to the company.
as amended by law rev. ord., 1924.
(3) an alteration under this section may be made either
with or without any alteration of the objects of the company
under this ordinance.
(4) in this section, deed of settlement includes any
contract of co-partnery or other instrument constituting or
regulating the company., not being an ordinance, act of
parliament, a royal charter, or letters patent.
243. the provisions of this ordinance with respect to
staying and restraining actions and proceedings against a
company at any time after the presentation of a petition for
winding-up and before the maing of a winding-up order
shall, in the case of a company registered in pursuance of
this part where the application to stay or restrain is by a
creditor, extend to actions and proceedings against any
contributory of the company.
244. where an order has been made for winding up a
company registered in pursuance of this part, no action or
proceeding shall be commenced or proceeded with against
the company or any contributory oft he company in respect
of any debt of the company, except by leave of the court,
and subject to such terms as the court may impose.
part VIII
WINDING-UP OF UNREGISTERED COMPANIES.
245. for the purposes of this part, unregistered com-
pany shall not include a railway company incorporated
by ordinance nor a company registered under the companies
ordinance, 1865, or under this ordinance, but, save as
aforesaid, shall include any partnership, association, or
company consisting of more than seven members.
246.(1) subject to the provisions of this part, any
unregistered company may be wound up under this ord-
nance and all the provisions of this ordinance with respect
to winding-up shall apply to an unregistered company, with
the following exceptions and additions;
as amended by law rev. ord., 1924.
(i) The principal place of business, in the colony, of an
unregistered company shall for all the purposes of the
winding-up be deemed to be the registered office of the
company.
(ii) no unregistered company shall be wound up under
this ordinance voluntarily or subject to supervision.
(iii) the circumstances in which an unregistered company
may be wound up are as follows:
(a) 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;
(b) if the company is unable to pay its debts
(c) if the court is of opinion that it is just and equitable
that the company should be wound up.
(iv) an unregistered company shall, for the purposes of this
ordinance, be dee,ed to be unable to pay its debts:
(a) if a creditor, by assignment or otherwise, to whom the
company is indebted in a sum exceeding five hundred dollars
then due, has served on the compnay, by leaving at its
principal place of business, or by delivering to the secretary
or some director, manager, or principal officer of the com-
pany, 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
two months after the service of the demand neglected to pay
the sum, or to secure or compound for it to the satisfaction
of the creditor;
(b) if any action or other proceeding has been instituted
against any member for any debt or demand due, or claimed
to be due, form the company, or form him in his character
of member, and notice in writing of the institution of the
action or proceeding having been served onthe company by
leaving the same at its principal place of business, or by
delivering it to the secretary, or some director, manager, or
principal officer of the company, or by otherwise serving the
same in such manner as the court may approve or direct, the
company has not within ten days afdter service ofthe 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 reasoable satisfaction against the action
or proceeding, and against all costs, damages, and expenses
to be incurred by him by reason of the same.
(c) if exe(,,iition or other process issued oil a jildgment,
decree, ol. order ofitaliled ill any court ]il favom. of a creditor
~ll(r~l[ti,..,L the, compatly, 0.11 ally illembel.. thereof as such, or any
person Zt(ttllol.lsecl to be sued as nominal defendant oil behalf
of the company, is returned unsatisfied;
(,(,1) If It is otlierwise proved to the stt'lsf~ictioti of the court,
t,lt;ifl the companY ls miable to its debts..
(2) Nothing ill Llils Part sliall afteet the operation of ally
whiell 1)rovides for ally 1),11*tll(.,1.Sllii ^ ), associatioll,
01, (1.01111)zttiy,womid ill), ol. being ~voiiii(.-] lip as a Com
pallY Or as all lillregistered companY, mider ally enactment
repealecl by Lhis Ordiiianco, except that references ill alIV
SH(A]. li rst-melltiol led ellactnient tosuch repealed eliact
ment shall fle read as i,efereil(.e to the (.oi.r(~sl?oiidiii,--,)- provisi(I1
(if' of Llils Ordinauee.
247.-( ' 1) In the evetiL of ill miregistered company being
~~,otirl(.1 up, every person shall be decined to be a contributory
Mio is liable to pay or contribute to the payment of any debt
OF liability of the compally, Or to pay ol* colltriblite to the
pa * ymelit of lily saini for the adjustment or the rights of the
Illembers anion ' g themselves, ol. to r)ay ol, e,oiiti*ibute to the
paYment of the costs and expenses of* winding iip the com-
and every Contributor,), shall. be liable to ec)jitrlbtite to
the assets of the coinpany all sums due from Iiiiii in respect
ol' auv such liability as aforesaid.
(2) lit the (-,,vent of the death, 1-)~iiiki.itptcy, ol. insolvency,
ol, ativ coiiti-il-)tttoi*.),,, orof ally feinale contribiltory,
flic 1)1.o~,[,,loiis of this Ordinance with respect to the personal
representatives, heirs, and devisees of deceased contributories,
to the trustees ol. bankrupt or insolvent contributories, and
to the. liabilities of litisl)aii(i,, mid wives respectivelY, shall
1) ply.
248. The provisions ol* this Ordinance Nvith respect to
no, all(l 11111 acholls ;i,ll(i1(rLtlISt ;L
at lily Lime after the presentation ol' a petition for
winding-up and before the making of a winding-up order
sliall, in the case of an unregistered company, where the
applicatioti to stay'or restrain is by a creditor, extend to
actimis and against ally of the colt]-
249. an ot.dei. has, been made Foi. ~viti(lill, ilp all
miregistered compan - v, lie) action (r. pl.()(,(,edliig sli~il,l bo
P1,0Ceeded witli ol. col-riiiieli(.te.(1 agaiiist an ' v (.oiiti.i[)titoi. of
the compary ' v ill respect of ally debt of the. comPall ' y, except
by leave of the court, and ,itil-)ject to such terms .is the court
may impose.
250. 11 ait. uili-egistered collipail.y Ilas 110 Im\'er to Silo ;111(1
be sited ill a cominon iiame, or if for any reason it appears
expedient, the cotirt may by the wili-ding-up order, ol.- bY ally
,siffis
. equoid order, Lliat, all ol. .111Y pall (1, Ille properfY,
real mid personal (including thitigs, ill actioll), lieloii,,-*
ID illo, to
- I
the company, ol. to trustees oil its 1)elialf, is to vest ill tlic
liquidator by his official. iiame, MI-d t1W prOp01't,
ol. the. part thereof specified Ill the ordet. shall \-(,st
ingly; and the llqiildatoi. iiiay ~tftC[' CiVinll' S(LC11 111(101111111v
'I ~ b tl
(ifally) as the coull Illay (111-cet, ol. Ill ]lis
offic-1al ilall)c ally ac-tioll ot- otltoi- legal to
I
that property, or necessary to be bimight ol. defended for tlic
purposes of effectually wiitcliti.. ill-) the compam, and
g Its Property.
f 251. The pi.o\,lsloiis of Ilils ]-)artrespect to till
registered companies shall be, ill add.ition to and not ill
restriction of an. 1
1 y provisi ,, hei.e'iil.)(~fore ill this
contained with respect to winding tip companies 1)y the
co-tirt, and the mirt ol. liquidator ma.vally
or do in v act in the case of mire,,,,,.Istei ed which
might ])(.,, exercised ol. done ])v, it ol. Iiiin ill ~~,Iiiding I[p
coinpanies forined and reg.istei.e~l uncler this Ordinance ; Imi
an unregistered company shall not, except ill the event of
its lielilg. wound ill), Ijoto bc a company mider Ilill,
Ordinance, and thell only to the extent pro-vided ])v thill,
Part.
COMPAINIES OVTSIDET1111, C01,0-,\')
252.-(1) Emery conipany incorporated outside the (Jolon
which shall establish a place of business within the Colony,
shall within one nionth froin the establishment ol' the place
of busille,'S fille the oil
As ~iiiietidGd by Law Rov. Ord., 1921.
As amended bY No. 12 ol* 1921 and Lm Rev. Ord., 192t.
(a) .1 certified copy of the charter, stattites, or memo-
randinn and artieles of the company, or other instrument
constituting or defining the constitntion of the company,
and, if the instnunmit is not ividmn in due EngTish bnguage,
a, corlified t,i.;iiisl;tl.ioii in the [,iigli-,li langmage thereof
(i)) a I ist of the directors of the company ;
11 the imnes mid addresses of some one or inmv pwoolis
resident in die Colmiyto accept oil behalf of
the company service of process and any notices reqiiired. to
be sw---ved orl he (uWnny;
Wid, in the event of any alteratici being made in any such
instrornelit or in die airectors or in the nanies or adl-esses
of wly such persoll,' ;],,~ the compally sliall ~vithill
a renson.able time Ele mAth the Registrar of Coii-ip,-t,nies a
notice of the alteration.
(.2) AnY process oi- notice i.eqiiirec) to 1)e served on
(.()i n 1 )any shall be stilliciontly served if addressed to
lxneou whose name has been so filed as aforesaid and left at
or sent by post to the address which has been so filed.
(.,) Every (,onipati~7 to which this section applies shall in
OVOry year file with the Registrar of Companies sneb a
ill tho fol-111 ofa Imlanco, sheeL Is woitl.d, if it were
0 C(I1Tany formed and inglound~ under this Ordinance and
having a share caotal, be reqiiii.e.(-] iinder this Ordinance to
bO ill the ammal surnillary.
(1) lively (tompany to -which tl.iis seetioii applies, and
which nses, the -,ord Limited , or the Chinese characters
A P.U.~ 111 1 (is part ol: itsnaine, shall--
(a) in every prospeettis inviting miliscriptions for its shares
Or in 11w Colony state ffle it] Mliel) tbo
is, incorporated ; altd
(b) conspicuously exhibit on every place where it carries
onin the Colony the name, of the conipany and die
ill the (M111pany is incorporated; and
(c) have the nanie of the company and of the conntry in
which tho company is incorporate(]. ni.entioned in legible
characters ii) all bill-heads, and letter paper, and in (111
nod(ws, adverdsmnmAs, and oflier official piil)lic,-ltiolis of die
(.-)) J1 ally compally to whiell 8('('1,ioll fails to
C(Inply witli any of Llio requirmoonts of Ohs malinn IS
C0111pany, and every officer ol. ao.(-,,iit. ot' the C(R1
pany, Am I I
be Eable to a, line not exceeding five lin-rldred. dollars, ol., in
tho of a, contililling offence, lifly dollars, rol. (InY
llw Vailuro contimics.
(G) For flic of' this soctioll-
(a) certified nteebji-.~,, to the s.,iti,~fa(tt,ioit of: tific
Registrar of Companies U) be a Ixpe copy (w A comm
timnslation ;
(b) QirectoC includes my person occupying die posi-
ton of dledml by wledever narne WC;
(1 place of Imshiess incIndes a sham transfer or shrin,
ingsbudmi omee; and
(d) prospectus. ineans any notice, circular,
advertisenaem, or other iuvhdimb offer.ing to the pEbbe km.
subscription or plirellase ally Alares orof dic
Nnnpany.
(7) There shall lie paid to the Eegist.rar of for
registering ally document by this section to 1)c
filed witli hill) a Me of dnee dollnrs or miuqi sinallor fee as
inn,. fie prescribed.
2M -(4 No illect-porated outside 11c Colony
elsewhere than in die Wited Kingdoin o-r a British possos
S mn, AlmyII ill' i IIIA II o v ahlo property i II III(.'( ~o I o II y
mrdesw--
(a) it is ernlw)u?ei.e(l by its (~oii,-~fitiitioii to acquire linnim-
able property; and
(b) it shall have filed with the Registrar of (-.~oiiiptliie,,. the
documents and particulars specifie(l ill scetioll 2.52 (1) (a.),
albl (c); nild
(c) it shall have Wailioxl die spook! (nmnit of the
Governol. ill Conlicil.
(2) A ill tlic Vilitod Kingdoill or in
a British Possessioll Olitside the CA0ny, which sliall 11ave
filed with the Registimr of Coni.panies the dociii-lients
in section 252 (b) mid (rl shall have the smne Immer
h~ No-42
Ltirc, hold and dlof hilicts ltl the Colony as 11, 11,
were a conipanY incorporated mider this Ordinance-
(~:),) subject, to the provisioll.' of this section, '111.xl C(-)lltpalll\
illc(rporated outside the Colony sliall. Imye power to acqmre,
hold and dispose ol' lands ill the Colon * v as if it were ~1
iiii(lei. thl,,:~ Ordinance.
PAR'T X.
SI V11LEMENTAL.
proccedings, of
254. All Ons Ordilialle.c 111ade
bY allY lille 111a.v he 'Magistrates Ordi-
256. 11w IntposHig fitie itilder this Ordi~
(11*t*(.~(.~, tbat, the -,vlt.o].(.,, or an ' v part thereof be
M or towards. of 111m costs ofthe
or ill 01, LOWaRls flie the person on whose infornia-
tloli ol, at \\,-.liose stilt the line is recovered, and subject to ally
ill. fille's Illider i'llis Ordlitallec sliall llol:15-1tl~-
]il otlier 1)e pald to the
rel..
256. Whero t limited company is 1,)lalittlfl* *In any acti
1011
01. other legal proceeding, my judge having jurisdiction in
the, mattor i.i-iay, i , it, appears by (.i.e(lil,)le testimony that. i
tlio-re I,,, reasoll to belleve, tbat the compai)y wi.11 be miable
to PY 11LC Costs, or. 11c delendant ]f successful in his delence,
require sillficient security to liefor those costs, and
111,1Y ill. until the Is givel).
257. --( 1 ) 11' all ' x. com.liany faRs to p.,~y whole or any i
ol, ally film Or Imposed bY a magistrate undil.
Ordillattec withiji one. inonth of the day on which the
- I)Clttlt~ -al. of C
Sald fi lie oi was imposed, the RegistlJ0111paiiies
sliall 1)~iblish Iiii the Gazette and seiid to the compally by
Imsf :1 llotlec,at t'lle expiratioll of' two inoliths froin tlic
(1;of sucli oolIce dic nainc cd [lic company ilieiltione~i
t,li(~reijiunless the sald fine or penaffil be sooner pald,
lw stnick A tlic, rel(Tister ~111(1 the collip~ill.~ will 1)e dissolved.
* amewled bl).Res., Ord., 1924.
~2) At the expinaloil ol' the ill 1,11o llotICC,
the Elegistraj. of Coiiipaiii(~, may, miless cai-ise to the Contrary
. - pre 1 1
Is 'X-iolislY sliox~t) bY Ill(,'SI i-*]~(' lls oll, flIc
,,i,,,,ter, all(.[ sliall ptiIsh [lot*(,(' thel -eof lit t[to awl
011 SITich publication the conipwi ' slicall be (lissolke(l
Provided that the liability (if any) of eYery director
ill- officel.. and or 1,11o ComImily colltilille and
IllaY bo il* Ow lmd lm(, hooll
~v company ol. any iticiiil)(,i- or creditor thei-Cor fee[',,'
ag rieved by the conipany havIng, been stnick off the reglister,
,9
the court oil the application of the company or iiieii)))ei. ol.
(.i.(~(litoi. may, ifthat it is jli-t, thLt tlio compally fle
restored to the register, order the liallic of ffie compall ' \. to hu
restored to the register, and thereupon the company shall 1)e
deemed to have continued in existence as if its name had not
been struck bff; and the court n-lay by the order give such
directions ,ill(] make provisions is seem just for plte,]'11<-
the company atid all offici. persoms 1'n 11te same posli,100
nearly as inay be {is if the imme ofthe company had not becii
strucic off.
(4) A letter ol, iiot'l(tc~ mider thisi-)e, addressed
to tfle at its offico, or, 1,1, ]to offleo Ims
n l -l(-, are of some director ol. officer of the
])cell reu stered, to tl , c,
company, or, if there is no director ol. officer of the complillY
~~,,liose mime and address are known to the Registral. of
Companies, may be sent to each of the persons who sad)-
01o addrossed lo flim al. Ille addn's,
mentioned ill the iii.ciiiot.ali(-.lyitii.
Provided that nothing ill this section shall afrect any other
le-al method of ol. Imposed lw a
258. If ill any proceeding- against a director, of- Pei-soil
occupying the position of director, of' a coinj),tiiy for
negligence. or breach of trust it appears to the court hearlll('
flie case that the director or person is or may bc liable in
respect of the or ol' littl acted
CY
honestly and rea soli ablY, and ought fairly to be exclised for
the negligence or breach of timst, that court inay relieve hill],
either wholly or partly, from his liability on soch ternis as
the mirt may tbink proper.
2,~)t), rep. No. 2-1 oU
260. If aRy pumpn or penuit,,, trade ol. carry on flusiness
tw(hr any name or Ude of mlilt I Amited is the last MArd,
or Under ally natne ol. titlo of which the Chinese characters
]Ylljltl forin part that person or those persons shall,
onle's', incorporated with limite(l Jiztl-)ility, be liable, to a
lille not, 11111,y dollars flu. evel-y day 11pon which
lhal ol. fins, been. use(l.
261. In tl[js ordinance,
(a) ', Ineall Lhe articles of association of a (.0111-
1)~ill.Y~ as originally franled,or as altered by special resolution,
including, so fai. as they apply to the company, the regula-
fions contalnecl in TalAe A il) the Virst Sched-ale.
~l)) - I'woks and papwi and books or papers iiwitR[(~
~iceounts, deeds, writings, and documents.
Q Wina company ineans, a company linlited by shares
M' by gki;ll*([111~(,(, incorporated under this Ordinance, and the
openmon. of which axe directed and controlled frow ,oiiic.
Anco Whi tbe litnits of the C1ina ((-)'oiiil?anies) Order ill
Council, 1915, and where the general or substantial control of
the Inisiness of a conqmny incorporated under this Ordinance
is by 't, persoll or persolls will)
in the linlits of the U'llitiaAiii.cii(-liiieiii, Ordei. in
Council, h)W, such coinpany shall, irrespective of the place
the bo-ard of diree-tors Illay 111cot, ol. of ally other
(Ilii.ciiiii,sL.,tit(.,(,,s, be (le(,.iii('(] to be 'I collipally of Syllic-11 the
are directed and controlled fron) a place -witbin
the linds of the s.aid Ordel. anclbc a Chilla coji-ip~tl~-
Withill the Illealling of the (.1flina (Companies) Order in
Council, 1915, and within the ineaning of this Ordinance.
YI) - ( TICUL ( MIJAS in ( %MU(-il ', 1,11c ( llina, Order
ill Council, 1904, and any Or(lers ill Conlicil amending, read
vvith, ancillary to or substituted for the same.
As by No. 31 ol* 191,5,12 of 1921 awl Lass, llev, Ord., 11P2L
(e) company means a company formed and registered
under this ordinance or an existing compnay
(f) the court used in relation to a company means the
supreme court, and inculdes any judge thereof.
(g) debenture includes debenture stock
(h) director means any person occupying the position
of director by whatever name called and includes a general
manager, manager, and any person on a consulting or
advisory committee, and any person who has the control of \
its affaris in the absence of a board of directors or of such
consulting or advisory committee.
(i) document includes summons, notice, order and
other legsal process, and registers.
(j) existing company means a company formed and
registered under the companies ordinance, 1865.
(k) general rules means general rules made under this
ordinance, and includes forms.
(l) hongkong china company means a company in-
corporated under this ordinance which carries on some part
ofits business within the limits of the china (companies)
order in council, 1915, and the operations of which are
directed and contrilled form some place in the colony.
(m) memorandum means the memorandumof associa-
tionof a company, as originally framed or as altered in
pursuance of the provisions of this ordinance.
(n) minister means his majesty's minister in china
and includes charge affaires or other chief diplomatic
representative.
9o) prsecribed menas, as respects the provisions of this
ordinance relating to the winding-up of ocmpanies, pre-
scribed by general rules, and as respects the other provisions
of this ordinance, prescribed by the governor.
(p) prospectus menas any prospectus, notice, circular
advertisment, or other inviation, offering tothe public for
subscription or purchase any shares or debentures of a
company.
(q) registrar includes the registrar ofcompanies and
the registrar of companies at shanghai.
(r) registrar of companies means the person appointed
by the governor to perform the duties of registration of
companies.
(s) registrar of companies at shanghai means the
person designated by the china (companies) order in
council, 1915, as the registrar of companies at shanghai.
(t) shate menas share in the share capital of the com-
pany, and inculdes stock except where a distinction between
stock and shates is expressed or implied.
(u) supreme court for china means his britannic
majesty's supreme court for china established under the
china orders in council.
repeal of ordinances and treansittional provisions.
262. the following ordinances are hereby repealed, the
compaies ordinance, 1865, the companies (registration)
ordinance, 1866, the companies (local registers) ordi-
nance, 1907, the foreign corporations land ordinance,
1908; athe ocmpaines amendemnt ordinance, 1908; and the
companies (local registers) amendment ordinance, 1909.
provided that the repeal shall not affect
(a) the incorporation of any company registered under
any enactment hereby repealed; nor
(b) table A in the first shcudule annexed to the com-
panies ordinance, 1865, or any part thereof (either as
originally contained in that schedule or as altered in pur-
suance of section 119 of that ordinance) so far s the same
applies to any company existing at the commencement of
this ordinance; nor
(c) the rights in respect of land which has been acquired
by any foreign corporation under the foreign corporations
land ordinance, 1908.
263. the provisions of this ordinance with respect to
winding-up shall not apply to any company of which the
winding-up has commenced before the commencement of
this ordinance, but every such company shall be wound up
in the same manner and with the same incidents as if this
ordinance had not passed, and, for the purposese of the
winding-up the ordinance under which the winding-up
commenced shalll be deemed to remain in full force.
264 every conveyance, mortgage, or other deed, made
before the commencement of this ordinance in pursuance of
any enactment hereby repealed, shall be of the same force
as if this ordinance had not passed, and for the purposes of
that deed the repealed enactment shall be deemed to remain
in full force.
265.(1) existing registers of companies shall respec-
tively be deemed part of the registers of companies to be
kept under this ordinance.
(2) the existing registrar of companies shall, during the
pleaseure of the governor, hold the office hitherto held by
him, but subject to any regulations of the governor with
regard to the execution of his duties.
266. until revoked and except as varied under the powers
of this ordinance, the general rules and orders, and scales
of fees, under the companies ordinance, 1865, in force at
the commencement of this ordinance iwth respect to the
procedure for reduction of capital, and to winding up com-
panies, and the practice and procedure for winding up
companies in force at the commencement of this ordinance,
shall, so far as they are not inconsistent with this ordi-
nance, ocntinue in force.
267. whree any enactment repealed by this ordinance is
mentioned or referred to in any document, that document
shall be read as if the corresponding provision (if any) of
this ordinance werer therein mentioned or referred to and
substituted for the repealed enactment.
268. nothing in this ordinance shall affect the provisions
of the life insurance companies ordinance, 1907, or the
fire insurance companies ordinance, 1908.
[s. 269, rep. no. 16 of 1912]
part xi
china companies and hongkong china companies
270.(1) there shall be a register and registrar of
companies at shanghai.
as amended by no. 31 of 1915 and law rev. ord., 1924.
(2) all acts done within the limits of the china (companies)
order in council, 1915, in pursuance of the provisions of this
ordinance by, to. withi, or before the registrar of companies
at shanghai shall, subject to the provisions of the china
(companies) order n council, 1915, be of the same force and
validity as if they had been done by, to, with, or before the
registrar of companies.
(3) all documents and other written information which a
company is required by this ordinance to file with the
registrar of companies shall in the case of a china company
be filed with the registrar of companies at shanghai, and a
copy of all such documents and other written information
shall in the case of a hongkong china company be filed with
the registrar of companies at shanghai.
(4) all fees which a company is required by this ordinance
to pay to the registrar of companies shall in the case
of a china company be paid to the registrar of companies.
at shanghai
271.(1) (a) the promoters of every intended hongkong
china company, and of every intended china company shall
on or before the date of delivery for registration of the
memorandum and articles of the company send notice in
writing to the registrar of companies and to the registrar
of companies at shanghai of the place form which the
operations of the company are intended to be directed and
controlled.
if the promoters make default in complying with the
provisions of this paragraph, every promoter of the company
in questoin shall be liable to a fine not exceeding fifty dollars
for each day of the company's existence up to the date on
which the said promoters or the company shall give notice in
writing tothe registrar of companies and to the registrar
of ocmpanies at shanghai of the place form which the
operations of the company are intended to be directed and
controlled.
(b) every hongkong china company and every china
company shall, in the event of any change occurring in the
place from which its operations are directed and controlled,
send notice in writing of such change to the registrar of
companies and to the registrar of companies at shanghai,
withoin one month of ushc change occurring.
as amended by no. 31 of 1915, no. 12 of 1921 and law rev. ord., 1924.
(c) if any company to which this sub-section applies fails
to comply with its provisions the company and every director,
officer and agent of the company who is knowingly a party
to the defaulty shall be laible to a fine not exceeding fifty
dollars for each day during which the default continues.
(2)(a) upon the receipt of any such notice by the
registrar of the register in which the documents and records
ofthe company in question are filed, such registrar shall
proceed to determine whether the company shall remain on
such register or shall be transferred from such register to
the register at shanghai or to the register in hongkong, as
the case may be.
(b) before so determining it shall be lawful for such
registrar to call upon the company for such proof of the
correctness of the notice as he may require.
(c) if upon suc determination such registrar is of opinion
that the companyought tot b transferred form his register
to the register at shanghai or to the register in hongkong,
as the case may be, he shall order such transfer and shall
send all the documents and records filed in his office relating
to such company to the registrar of companies at shanghai
or to the registrar of companies respectively and shall serve
notice of the order on the company; provided that he shall
not without the consent of the company post or despatch the
decuments and record relating thereto until after the ex-
piration of one month from the service of the order on the
company.
(3)(a) the registrar of companies may at any time of
hsi own motion,or on the request of the registrar of com-
panies at shanghai, send to any company registered under
this ordinance carrying on business in hongkong a notice
calling on such company to shew to the satisfaction of the
registrar of companies that it ought not to be transferred to
the register at shangahi as being a china company, and
suhc notice shall fix a date by which such company shall
submit its case in writing to the registrar of companies.
(b) if the company fails to shew tothe satisfaction of the
registrar of companies that it ought not to be transferred
tot he register at shanghai, the registrar of companies
shall order such transfer and shall forthwith serve notice of
the order on the company; provided that he shall not with-
out the consent of the company send the documents and
records tothe register at shanghai until after the expiration
of one month from the service of the order on the company.
(6) The Registrar of Companiess at Shanghai may at any
time of his own motion, or on the request of the registrar of
companies, send to any company registered under this
ordinance carrying on business within the limits of the
china orders in council a notice calling on such company
to shew to the satisfaction of the registrar of companies
at shanghai that it ought not to be transferred to the
register in hongkong, as being a hongkong china company,
and such notice shall fix a date by which such company shall
submit its ccase in writing to the registrar of ocmpanies at shanghai.
(d) if any such company fails to shew tot he satisfaction
of the registrar of companies at shanghai that it ought not
to be transfetted to the register in hongkong, the registrar
of companies at shanghai shall order such transfer, and
shall forthwith serve notice of the order on the company;
provided that be shall not without the consent of the company
send the documents and records relating thereto to the
register in hongkong until aafter the expiration of one month
from the service of the order on the company.
(4)(a) if the company concerned, or the registrar of
companies, or the registrar of companies at shangahi, is
dissatisfied with any such order of transfer or determina-
tion aforesaid, it shall be lawful for it or him to appela to
to the court.
(b) such appeal shall be made by originating summons.
(c) such originating summons shall be issued within one
month after the service of the notice of such transfer or
determination on the company concerned; provided that
the court shall have power to extend the time before or after
the expiration of the said period of one month.
(d) if any such appeal is not prosecuted with all due
diligence, it shall be lawful for the court to dismiss it.
(e) upon such appeal the court may make such order as
may seem to it desirable.
(5) the registrar of companies or the registrar of com-
panies at shanghai shall register any such notice as is
referred to in his section given to him by a company.
272.-(1) In all matters relating to a Hongkong China
company, the jurisdictionof the court and the jurisdiction
of the Supreme Court for China shall be concurrent and
the said two courts shall in all respects be auxiliary to each
other.
(2) Where any proceedings relating to a Hongkong China
company, or for the winding-up of any such company, are
commenced in the court and it appears that the principal
part of such company's business is carried on within the
limits of the China Orders in Council, or that for any other
reason such proceedings might more conveniently be carried
on within the limits of the said Orders in Council, the court
may, of its won motion, or on the application of any party,
make an order transferring the proceedings to the Supreme
Court for China.
(3) The court shall enforce within the Colony any order
or decree made by the Supreme Court for China in the
course of any proceedings relating to a China company or
to a Hongkong China company or for the winding-up of
any such company in the same manner as if such order or
decree had been made by the court.
273.-(1) Sections 35, 36, and 37 shall not apply in the
case of China companies.
(2) An instrument of transfer of a share in a China com-
pany shall be exempt from stamp duty.
(3) No probate duty or estate duty shall be payable in
respect of the share or other interest of a deceased member
of a China company in such company.
(4) In lieu of the aforesaid duties, an annual fee for each
calendar year at the rate of four cents for each hundred
dollars of the paid up capital of the company shall be paid in
advance by every China company to the Colonial Treasurer
of Hongkong on or before the 31st dayof January in each
year: Provided that where a company is placed on the
* As amended by No. 31 of 1915 and Law Rev. Ord., 1924.
+ As amended by No. 31 of 1915, No. 12 of 1921 and Law Rev. Ord., 1924.
register at Shanghai after the 1st day of January in any
given calendar year a proportionate part only of the said
fee shall be payable in respect of the period from the date
of its being so placed on the register at Shanghai to the
31st day of December next following.
(5) If any company hereafter transferred from the reg-
ister in Hongkong to the register at Shanghai shall at the
date of such transfer be the holder of an unexpired local
register licence under this Ordinance, a proportionate part
of the licence fee in respect of the unexpired portion of the
period covered by such licence shall, if previously paid by
such company, be refunded to the company by the Colonial
Treasurer of Hongkong within one month of the receipt by
him of proof to his satisfaction that the fee referred to in
sub-section (4) has been paid to the Registrar of Companies
at Shanghai in respect of the period for which the refund
is claimed.
(6) If any company makes default in complying with the
provisions of sub-section (4), it shall be liable to a penalty
not exceeding fifty dollars for every day during which the
default continues, and every director, officer and agent of
the company who knowingly or wilfully authorises or
permits the default shall be laible to the like penalty.
274.-(1) No person other than a British subject resident
within the limits of the China (Companies) Amendment
Order in Council, 1919, shall act as managing director, or shall
any position similar to that of managing director, or shall
otherwise exercise general or substantial control of the
business of a China company.
(2) If default is made in compliance with this section, the
company shall be liable to a fine not exceeding fifty dollars
for every day during which the default continues, and every
director and every manager of the company who knowingly
authorises or permits the default shall be liable to the like
penalty.
(3) Faliure to comply with the provisions of this section
shall be a ground upon which an order for winding up the
company may be made by the court.
* As amended by No. 12 of 1921 and Law Rev. Ord., 1924.
SCHEDULES.
FIRST SCHEDULE.
Table A. [ss. 11 (2), 12, 68 (1),
119 (2), 241, 261.]
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES.
[1, rep. No. 43 of 1912 Supp. Sched.]
Business.
2. The directors shall have regard to the restrictions on the commencement
of business imposed section 89 of the Companies Ordinance, 1911, if, and
so far as, those restrictions are binding upon the company.
3. Subject, to the provisions, it any, in that behalf of the memorandum of
association of the company, and without prejudice to any special rights
previously conferred on the holders of existing shares in the company, any
share in he company may be issued with such preferred, deferred, or other
special rights, or such restrictions whethe in regard to dividend, voting
return of share capital, or otherwise, as the company may from time to time
by special resolution determine.
4. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may he varied with the consent in
writing of the holders of three-fourths of the issual shares of that class or
with the sanction of an extraordinary resolution passed at a separate general
meeting of the holders of he shares of he class. To every such separate
general meeting the provisions of these regulatious relating to general
meetings shall, mutatis mutandis, apply, but so that he necessary quorum
shall be two persons at least holding or representing by proxy one-third of
the issued shares of the class.
5. No share shall be offered to the public for subscription except upon
the terms that the amount payable on application shall be at least five per
cent of the nominal amount of the share; and the directors shall, as regards
any allotment of shares, duly comply with such of the provisions of sections
87 and 90 of the Companies Ordinance, 1911, as may be applicable thereto.
6. Every person whose name is entered in a member in the register of
members shall, without payment, be entitled to a certificate under the com-
mon seal of the company specifying the share or shares held by him and the
jointly by several persons the company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share to one of several
joint holders shall be sufficient delivery to all.
7. If a share certificate is defaced, lost, or destroyed, it may be renewed
on payment of such fee, if any, not exceeding fifty cents, and on such terms,
if any, as to evidence and indemnity as the directors think fit.
8. No part of tile funds of the Company shall be employed ib the purchase
of, or in loans upon the security of, the company's shares.
Lien.
The company shall have it lien on every share (not being a fully-paid
share) for all moneys (whether presently payable or not) called or payable
at a fixed time in respect of that share, and the company shall also have a
lien on all shares (other than fully-paid shares) standing registered in the
name of a single person, for all moneys presently payable by him or his
estate to the company; but the directors may at any time declare any
The company's lien, if any, on a share shall extend to all dividends
payable thereon.
10. The company may sell, in such manne as the directors think fit,
any shares on which the company has a lien, but no sale shall be made
unless some sum in respect of which the lien exists, is presently payable,
nor until the expiration of fourteen days after a notice in writing, stating,
and demanding payment of such part of the amount in respect of which the
lien exists as is presently payable, has been given to the registered holder
for the time being of the share, or the person entitled by reason of this
death or bankruptcy to the share.
11. The proceeds or the sale shall bc applied in payment of such part of
the amount in respect of which the lien exists as is presently payable, and
the residue shall (subject to a like lien for sums not presently payable as
existed upon the shares prior to the sale) be paid to the person entitled to
the shares at the date of the sale. The purchaser shall be registered as the
holder of the shares, and he shall not be bound to to the application of
the purchaser money, not shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
Calls on shares.
12. The dircetors may from time to make calls upon the members
in respect of any moneys unpaid on their shares, proviede that no call shall
than one month from the last call ; and each member shall (subject to
receiving at least fourteen days notice specifying the time or times of
payment) pay to the company at the time or times so specified the amount
called on his shares.
13. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.
14. If it sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom is due shall
pay interest upon the sum at the rate of five dollars per cent from the day
appointed for the payment thereof to the time of the actual payment, but
the directors shall be at liberty to waive payment of that interest wholly or
ia part.
15. The provisions of these regulations as to payment of interest shall
apply in the case of non-payment of any sum which, by the terms of issue
of a share, becomes payable at a fixed time, whether on account of the
amount of the share, or by way of premium, as if the same had become
payable by virtue of a call duly made amd notified.
16. The directors may make arrangements on the issue of shares for a
difference between the holders in the amount of calls to be paid and in the
times of payment.
17. The directors may, if they think fit, receive front any member willing
to advance the same all or any part of the moneys uncalled and unpaid
upon any shares held by him; and upon all or any of moneys so
advanced may (until he ame would, but for such advance, become presently
payable) pay interest at such rate (not exceeding, without, the sanction of
the company in general meeting, six per cent.) as may be agreed upon
between the member paying the sum in advance and the directors.
Transfer and transmission of shares.
18. The instrument of transfer of any share in the company shall be
executed both by the transferor and tranferce, and the transferor shall be
decitied to remain a holder of the share until the name of the transferce is
entered in the register of member in respect thereof.
19. Shares in the company shall he transferred in the following form, or
in any usual or common form which the directors shall approve:-
I, A.B. of in consideration of the sum fo $
paid to me by C.D. of (hereinafter called the said
transferee) do hereby transfer to the said transferee the share [or
shares] numbered in the undertaking called the
Compay, Limited, to hold unto the said transferee,
his executors, administrators, and assigns, subject to the several
conditions on which I held the same at the time of the execution
thereof: and I, the said transferee, do hereby agree to take the said
share [or shares] subject to the conditions aforesaid. As witness
our bands the day of .
Witness to the signatures of, &c.
20, The directors may decline Lo register any transfer of shares, not
being fully-paid shares, to a person of whom they do not approve, and may
also decline to register any transfer of shares on which the company has a
lien. The directors, may also suspend the registration of tranfers during
the fourteen days immediately proceding the ordinary general meeting in
each year. The directors may decline to recognise any instrument of
transfer unless-
(a) a fee not exceeding two dollars is paid to the company in respect
thereof ; and
(b) the instrument of transfer is accompanied by the certificate of the
shares to which it relates, and such other evidence as the directors may
reasonably require to show the right of the transferor to make the transfer.
21. The executors or administrators of a deceased sole holder of a share
shall be the only persons recognised by the company as having any title to
the share. In the case of a share registered he names of two or more
holders, the survivors or survivor, or Lbe executor's or administrators of the
deceased survivor, shall be the only persons recognised by the company as
having any title to the share.
22. Any person becoming entitied to a share in conswquence of the
death or bankruptcy of a member shall, upon such evidence being pro-
duced as may from time to time be required by the directors, have the right,
either to be registered its it member in respect of the share or, instead of
being registered himself, to make such transrer of the share its the deceased
or bankrupt person could have made; the directors shall, in either case,
have the same right to decline or suspend registration as they would have
had in the case of a transfer of the share by the deceased or bankrupt
person before the death or bankruptcy.
23. A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder
of the share, except that he shall not, before being registered as it member
in respect, of the share, be entitled in respect of it to exercise any right
conferred by membership in relatiion to meetings of the company.
Forfeiture of share.
24. If it member fails to pity any call or instalment of a call on the day
appointed for payment thereof, the directors may, at any time thereafter
during such time as any part of such call or instalment remains unpaid,
serve it notice on him requiring payment, of so much of the call or instalment
as is unpaid, together with any interest which may have accrued.
25. The notice shall name a further day (not earlier than the expiration
of fourteen days from the date of the notice) on or before which the pay-
ment required by the notice is to be made, and shall state that in the event
of non-payment at or before the time appointed the shares in respect of
which the call was made will be liable to be forfeited.
26. If 1he requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given may at any
time thereafter, before the payment, required by the notice has been made,
be forfeited by a resolution of the directors to that effect.
27. A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the directors think fit, and at any time before a sale
or disposition the forfeiture may be cancelled on such terms as the directors
think fit.
28. A person whose shares have been forfeited shall cease to he it mem-
ber in respect of the forfeited shares, but shall, notwithstanding, remain
liable to pay to the company all moneys which, at the date of forfeiture,
were presently payable by him to the company in respect of the shares, but
his liability shall ceaso if and when the company receives, payment in full of
the nominal amount of the shares,
29. A statutory declaration in writing that the declarant is a director of
the company and that a share in the company has been duly forfeited on a
date stilted in the declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the share, and
given for the share on the sale or disposition thereof shall constitute a food
title to the share, and the person to whom the share is sold or disposed of
shall be registered as the holder of the share and shall not be bound to see
to the application of the purchase money, if any, nor shall his title to the
share be affected by any irrregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the share.
30. The provisions of these regulations, as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share
becomes payable at a fixed time, wither on account of the amount of the
share, or by way of premium, as if the same had been payable by virtue of
a call duly made and notified.
31. The directors may, with the sanction of the company previously
given in general meeting, convert any paid up shares into stock, and may
with the like sanction reconvert any stock into paid up shares of any
denomination.
32. The holders of stock may transfer the same, or any part thereof, in
the same manner, and subject to the same regulations, as, and subject to
which, the shares from which the stock arose might previously to conversion
have been transferred, or as near thereto as circumstances admit; but the
directors may from time to time fix the minimum amount of stock trans-
ferable, and restrict or forbid the transfer of fractions of that minimum, but
the minimum shall not exceed the nominal amount of the sharcs from which
the stock arose.
33. The holders of stock shall, according to the stock held
by them, have the same rights, privileges, and advantages as regards
dividends, voting at meetings of the company, and other matters as if they
held the shares from which the stock arose, but no such privilege or
advantage (except participation in the dividends and profits of the company)
shall be conferred by any such aliquot part of stock as would not, if existing
in shares, have conferred that privilege or advantage.
34. Such of the regulations of the company (other than those relating to
share warrants) as are applicable to paid up shares shall apply to stock, and
the words share and shareholder therein shall include stock and
stockholder.
Share warrants.
35. The company may issue share warrants, and accordingly the directors
may in their discretion, with respect to any share which is fully paid up, on
application in writing signed by the person registered as holder of the share,
and authenticated by such evidence, if any, as the directors may from time
to time require as to the identity of the person signing the request, and on
receiving the cetificate, if any, of the share, and the amount of the stamp
duty on the warrant and such fee as the directors amy from time to time
require, issue under the company's seal a warrant, duly stamped, stating
that the bearer of the warrant is entitled to the shaes therein specified, and
may provide by coupons, or otherwise for the payment of dividends, or
other moneys, on the shares included in the warrant.
36. A share warrant shall entitle the bearer to the shares included in
it, and the shares shall be transferred by the delivery of the share warrant,
and the provisions of the regulations of the company with respect to
transfer and transmission of shares shall not apply thereto.
37. The bearer of it share warrant shall, on surrender of the warrant
to the company for cancellation, and on payment of such sum as the
directors may from to time prescribe, be entitled to have his name
entered as a member in the register of members in respect of to shares.
included in the warrant.
38. The bearer of a share warrant may at any time deposit the warrant
at the office of the company, and so long as the warrant remains so
deposited the depositor shall have the same right of signing a requistition
for calling a meeting or the company, and of attending, and voting and
exercising the other privileges of a member at any meeting held after the
expiration of two clear days from the time of deposit, as if his name were
inserted in the register of members as the holder of the shares included in
the deposited warrant. Not more than one person shall be recogised as
depositor of the share warrant. The company shall, on two days written
notice, return the deposited share warrant to the depositor.
39. Subject as herein otherwise expressly provided, no person shall, as
beare of a share warrant, sign a requisition for calling a meeting of the
company, or attend, or vote, or exercise any other privilege of a member
at meeting of the company, or be entitled to receive any notices form the
company; but the bearer of a share warrant shall be entitled in all other
respects to the same privileges and advantages as if he were named in the
register of members as the holder of the shares included in the warrant,
and he shall be a member of the company.
40. The directors may make rules as to the terms on which (if they
shaall think fit) a new share warrant or coupon may be issued by way of
renewal in case of defaccment, loss, or destruction.
Alteration of capital.
41. The directors may, with the sanction of an extraordinary resolution
of the company, increase the share capital by such sum, to be divided into
shares of such amount, as the resolution shall prescribe.
42. Subject to any direction to the contrary that may be given by the
resolution sanctioning the increase of share capital, all new shares shall,
before issue, be offered to such persons as at the date of the offer are
entitled to receive notices from the company of general meetings in propor-
shares to which they are entitled. The offer shall be made by notice
specifying the number of shares offered, and limiting a time within which the
offer, if not accepted, will be deemed to be declined, and, after the expira-
tion of that time, or on the receipt of an intimation from the person to
whom the offer is mad that he declines to accept the shares offered, the
directors may dispose of the same in such manner as they think most
beneficial to the company. The directors may likewise so dispose of any
new shares which (by reason of the ration which the new shares bear to shares
held by person entitled to an offer of new shares) cannot, in the opinion
of the directors, be conveniently offered under this article.
43. The new shares shall be subject to the same provisions with refer-
ence to the payment of calls, lien, transfer, transmission, forfeiture, and
otherwise as the shares in the original share capital.
44. The company may, by special resolution-
(a) consolidate and divide its hsare capital into shares of larger amount
than its existing shares:
(b) by sub-division of its existing shares, or any of them, divide the
whole, or any part, of its share capital into shares of smaller amount than
is fixed by the memorandum of association, subject nevertheless, to the
provisions of section 42(1) (d) of the Companies Ordinance, 1911:
(c) cancel any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person:
(d) reduce its share capital in any manner and with, and subject to, any
incident authorised, and consent required, by law.
General meetings.
45. The statutory general meeting of the company shall be held within
the period required by section 66 of the Companies Ordinance, 1911.
46. A gneral meeting shall be held once in every year at such time
(not being more than fifteen months after the holding of the last preceding
general meeting) and places as may be prescibed by the company in general
meeting, or, in default, at such time in the month following that in which
the anniversary of the company's incorporation occurs, and at such place,
as the directors shall appoint. in default of a general meeting being so
held, a general meeting shall be held in the month next following, and may
be convened by any two members in the same manner as nearly as possible
as that in which meetings are to be convened by the directors.
47. The above-mentioned general meetings shall be called ordinary
meetings: all other general meetings shall be called extraordinary.
48. The directors may, whenever they think fit, convene an extra-
ordinary general meeting, and extraordinary general meetings shall also be
convened on such requistions, or, in default, may be convened by such
requisitions, as proved by section 67 of the Comapnies Ordinance, 1911.
If at any time there are not in the place where the company has its head
ofice sufficient directors capable of acting to form a quorum, any director or
any two members of the company may convene an extraordinary general
meeting in the same manner as nearly as possible as that in which meetings
may be convened by the directors.
Proceedings at general meetings.
49. Seven days notice at the least (exculsive of the day on which the
notice is erved or deemed to be served, but inclusive of the day for which
notice is given) specifying the place, the day , and the hour of meeting and,
in case of special business, the general nature of that business shall be given
in manner hereinafter mentioned, or in such other manner, if any, as may be
prescribed by the company in feneral meeting,to such persons as are, under
the regulations of the company, entitled to receive such notices from the
company; but the non-receipt of the notice by any member shall not
invalidate the proceedings at any general meeting.
50. All business shall be deemed special that, is transacted at an extra-
ordinary meeting, and all that is transacted at an ordinary meeting, with the
exception of sanctioning a dividend, the consideration of the accounts,
balance sheets, and the ordinary report of the directors and auditors, the
election of directors and other officers in the place of those retiring by rota-
tion, and the fixing of the remuneration of the auditors.
51. No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds to
business: save as herein otherwise provided, three members personally
present shall be a quorum.
52. If within half-an-hour from the time appointed for the meeting a
quorum is not present, the meeting, if convenced upon the requisition of
memers, shall be dissolved; in any other case it shall stand adjourned to
the same day in the next week, at the same time and place, and, if at the
adjourned meeting a quorum is not present within half-an-hour from the
time appointed for the meeting, the memebers present shall be a quorum.
53. The chairman, if any, of the board of directors shall preside as
chairman at every general meeting of the company.
54. If there is no such chairman, or if at any meeting he is not present
within fifteen minutes after the time appointed for holding the meeting or is
unwilling to act as chairman, the members present shall choose some one of
their number to be chairman.
55. The chairman may, with the consent of any meeting at which a
quorum is present (and shall if so directed by the meeting), adjourn the
meeting form time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place. When a meeting
is adjourned for ten days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid it shall not
be necessary to give any notice of an adjournment orof the business to be
transacted at an adjourned meeting.
56. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demandedby a least three
members, and, unless a poll is so demanded, a declaration by the chairman
that a resolution has, on a show of hands, been carried, or carried
unanimously, r by a particular majority, or lost, and an entry to that effect
in the book of the proceedings of the company, shall be conclusive evidence
of the fact, without proof of the number or proportion of the votes recorded
in favour of, or against, that resolution.
57. If a poll is duly demanded, it shall be taken in such manne as the
chairman directs, and the result of the poll shall be deemed to be the resolu-
tion of the meeting at which the poll was demanded.
58. In the case of an equality of votes, whether on a show of hands or
on a poll, the chairman of the meeting at which the shown of hands takes
place or at which the poll is demanded, shall be entitled to a second or
casting vote.
* As amended by No. 31 of 1915.
59. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other
question shall be taken at such time as the chairman of the meeting directs.
Votes of members.
60. On a show of hands every member present in person shall have one
vote. On a poll every member shall have one vote for each share of which
he is the holder.
61. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders; and for this purpose seniority shall be
determined by the order in which the names stand in the register of mem-
bers.
62. A member of unsound mind, or in respect of whom an order has been
made by any court having jurisdiction in lunacy, may vote whether on a
show of hands or on a poll, by his committee, curator bonis, or other person
in the nature of a committee or curator bonis appointed by that court, and
any such committee, curator bonis, or other person may, on a poll, vote by
proxy.
63. No member shall be entitled to vote at any general meeting unless
all calls or other sums presently payable by him in respect of shares in the
company have been paid.
64. On a poll votes, may be given either personally or by proxy.
65. The instrument appointing a proxy shall be in writing under the
hand of the appointer or of his attorney duly in writing, or,
if the appointer is a corporation, either under the common seal, or under
the hand of an officer or attorney so authorised. No person shall act as a
proxy unless either he is entitled oh his own behalf to be present and vote
at the meeting at which he acts is proxy, or he has been appointed to aut
at that meeting as proxy for a corporation.
66. The instrument appointing a proxy and the power of attorney or
other authority, if any, under which it is signed or a notarially certified
copy of that power or authority shall be deposited it the registered office
of the company not less than forty-eight hours before the time for holding
the meeting at which the person named in the instrument proposes to vote,
and in default the instrument of proxy shall not be treated as valid.
67. All instrument appointing a proxy and the power of attorney or
other authority, if any, under which it is signed or a notarially certified
copy of that power or authority shall be deposited at the registered office
of the that power less than forty-eight hours before the time for holding
the meeting at which the person named in the instrument proposes to vote,
and in default the instrument of proxy shall nt be treated as valid.
Company, Limited.
I of being a member of
the Company, Limited, hereby appoint of
as my proxy to vote for me and on may behalf at the
[ordinary or extraordinary, as the case may be] general meeting of the
company to be held on the day of and at
any adjournment thereof.
Signed this day of .
Directors.
68. The number of the directors and the names of the first directors
shall be determined in writing by a majority of the subscribers of the
menorandum of association.
69. The remuneration or the directors shall from time to time be de-
termined by the company it general meeting.
70. The qualification of a director shall be the holding of at least
one share in the company, and it, shall be his duty to comply with the
provisions. of seetion 74 of the Ordinance, 1911.
Powers and duties directors.
71. The business of the company shall be managed by the directors, who
may pay all expenses incurred in getting up and registering the company,
and may exercise all such powers of the company as are not, by the
Companies Ordinance, 1911, or by these articles, required to he exercised
by the company in general meeting, subject nevertheless to any regulation
of these articles, to the provisions of the said Ordinance, and to such
regulations, not being inconsistent with the aforesaid regulations or pro-
visions, as may be prescribed by the company in general meeting ; but no
regulation made by the company in general meeting shall invalidate any
prior act of the directors which would have been valid if that regulation
had not been made.
72. The directors may appoint one or more of their body to the office,
of managing director or manager for such term, and at such remuneration
(whether by way of salary, or commisssion, or participation in profits, or
party in one way and partly in another) as they may think fit, and a
director so appointed shall not, while holding that office, be subject to
retirement by rotation, or taken into account in determining the rotation of
retirement of directors; but his appointment shall be subject to determina-
tion ipso facto if he ceases from any cause to be a director, or if the
company in general meeting resolves thal this tenure of the office of managing
director or manager be determined.
73. The amount for the time being remaining of moneys
borrowed or raised by the dircetors for the purposes of the company (other-
wise thall by the issue of share capital) shall not at anyy time exceed the
issued share capital of the company without the sanction of the company
in general meeting.
74. The directors shall duly comply with the provisions of the Com-
panies Ordinance, 1911, and in particular with the provisions in regard to
the registration of the particulars of mortgages and charges affecting the
property of the company, or created by it, and to keeping a register of the
directors, and to sending to the Registrar of Companies all annual list of
members, all a summary of particulars relating thereto, and notice of any
consolidation or increase of share capital, or conversion of shares into stock,
and copies of special resolutions, and a copy of the register of directors and
notifications of any changes therein.
75. The directors shall cause minutes to be made in books provided for
the purpose-
(a) of all appointments of officers made by the directors;
(b) of the narnes of the directors present at cach rneeting of the directors
and of any commitee of the directors :
(c) of all resolutions and proceedings at all meetings of the company,
and of the directors, and of committees of directors :
and every director present at any meeting of directors or committee of
directors shall sign his name in a book to be kept for that purpose.
The seal.
76. The seal of the company shall not be affixed to any instrument
except by the authority of a resolution of the board of directors, and
in the presence of at least two directors and of the secretary or such
other person as the directors may appoint for the purpose: and those
two directors and secretary or other person as aforesaid shall sign every
instrument to which the seal of the company is so affixed in their presence.
The seal.
77. The office of director shall be vacated, if the director-
(a) ceases to be it director hy virtue of section 74 of the Companies
Ordinance, 1911 ; or
(b) holds any other office of profit under the company except that of
managing director or manager ; or
(c) becomes bankrupt ; or
(d) is found lunatic or becomes of unsound mind ; or
(e) is concerned or participates in the profits of any contract with the
company :
Provided, however, that no director shall vacate his office by reason of
his being a member of any company which has entered into contracts with
or done any work for the company of which he is director: but a director
shall not vote in respect of any such contract or work, and if he does so
vote his vote shall not be counted.
78. At the first ordinary meeting of the company the whole of the
directors shall retire from office, and at the ordinary meeting in every
subsequent year one-third of the dircetors for the time being, if their
number is not three or a multiple of three, then the number neares to
one-third, shall retire from office.
79. The directors to retire in every year shall be those who have been
longest in office since their last election, but as between persons who
become directors on the same day those to retire shall (unless they other-
wise agree among themselves) be determined by lot.
80. A retiring director shall be eligible for re-election.
81. The company at the general meeting at which a director retires in
manner aforesaid may fill up the vacated office by electing a person
thereto.
82. If at any meeting at which an election of directors of directors ought to take
place the placs of the vacating directors are not filled up, the meeting shall
stand adjoured till the same day in the next week at the time and place,
and, if lit the adjourned meeting the places of the vacating directors are
filled up, the vacating directors, or such of them as have not had their
places filled up, shall be deemed to have been re-elected at the adjourned
meeting.
83. The company may in general meeting increase or reduce the number
of directors, and may also determine in what rotation the increased or
reduced number is to go out of office.
84. Any casual vacancy occurring in the board of directors may be
filled up by the directors, but the person so chosen shall be subject to
retirement at the same time as if he had become a director on the day on
which the director in whose place he is appointed was last elected a
director.
85. The directors shall have, power at any time to appoint a person as
an additional director who shall retire from office at the next following
ordinary general meeting, but shall be eligible for election by the company
at that meeting as an additional director.
86. The company may by extraordinary resolution remove any director
before the expiration of his period of office, and may by an ordinary
resolution appoint another person in his stead ; the person so appointed shall
be subject to retiretment at the same time as if he had become a director on
the day on which the director in whose place he is appointed was last elected
it director.
Proceedings of directors.
87. The directors may meet together for the despatch of business,
adjourn otherwise regulate their meetings, as they think fit. Questions
arishig, at any meeting shall be decided by a majority of votes. In case of
an equity of votes the chariman shall have a second or casting vote. A
director may, and the secretary on the requisition of a direcior shall, at any
time summon a meeting of the directors.
88. The quorum necessary for the transaction of the business of the
directors may be fixed by the directors, and unless so fixed shall (when the
number of directors exceeds three) be three.
89. The continuing directors may act notwithstanding any vacancy in
their body, but, if and so long as their number is reduced below the number
fixed by or pursuant to the regulations of the company as the necessary
quorum of directors, the continuing directors may act for the purpose of
increasing the number of directors to that number, or of summoning a
general meeting of the company, but for no other purpose.
90. The directors may elect a chairman of their meetings and determine
the period for which he is to hold office ; but, if no such chairman is
elected, or if at any meeting the chairman is not present within five minutes
of the time appointed for holding the same, the directors present may
choose one of their numbe to be chairman of the meeting.
91. The directors may delegate any of their powers to committees
consisting of such member or members of their body as they think fit ; any
committee so formed shall in the exercise of the powers so delegated
conform to any regulations that may be imposed on them by the directors.
92. A committee may elect a chairman of their meeting. If no
such chairman is elected, or if if at any meeting the chairman is not
present within five minutes after the time appointed for holding the same,
the members present may choose, one of their number to The chairman Of the
meeting.
93. A committee may meet and adjourn as they think proper. Questions
arising at any meeting shall be determined by a majority of votes of tbe
members present and in case of an equality of votes the chairman shall
have a second or casting vote.
94. All acts done by any meeting of the directors or of a committee of
directors, or by any person acting as a director, shall, notwithstanding that
it is afterwards discovered that there was some defect in the appointment
of any such directors or persons acting as aforesaid, or that they or any of
them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a director.
Dividneds and reserve.
95. The compally in gelleral meeting may declare dividends, but no
dividend shall exceed the amount recommended by the directors.
96. The directors may pay to tbe members such interim dividends as
appear to be justified by the profits of tbe company.
97. No dividend shall be paid otherwise than ont of profits.
98. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends shall he declared and paid
according to the amounts paid on the shares, but if and so long as nothing
is paid up of any of the shares in the company dividends may be declared
and paid according to the shares of the shares. No amount paid on a
share in advance of calls shall, while carrying interest, be treated for the
purpose of this article as paid on the share.
99. The directors may, before recommending any dividend, set aside out
of the profits of the company such sums as they think proper as a reserve
or reserves which shall, at the discretion of the directors, be applicable for
meeting contingencies, or for equalising dividends, or for any other purpose
to which the profits of the company may be properly applied, and pending
such application may, at the like discretion be employed in the
business of the company or be invested in such investments (other than
shares of the company) as the directors may think fit.
100. If several Persons are registered as joint holders of any share, any
one of them may give effectual receipts for any dividend payable on the
share.
101. Notice of any dividend that may have been declared shall be given
in manner hereinafter mentioned to the persons entitled to share therein.
102. No dividend shall bear interest against the company.
Audit.
103. Auditors shall be appointed and their duties regulated in accordance
sections 113 and 114 of the Companies Ordinance, 1911.
104. A notice may be given by the company to any member either
personally or by sending it by post to him to his registered address, or (if
he has no registered address in the place where the company has its head
office) to the address, if any, in the place where the company has its head
office, supplied by him to the company for the giving of notices to him.
Where a notice is sent by post, service of the notice shall he deemed to
be effected by properly addressing, pre-paying, and posting a letter contain-
ing the notice, and, unless the contrary is proved, to have been effected at
the time at which the lelter would be delivered in the ordinary course of
post.
105. If a member has no registered address in the place where the com-
pany has its head office and has not supplied to the company an address in
that place for file giving of notices to him, a notice addressed to him and
advertised in a newspaper circulating in the neighbourhood of the registered
office of the company, shall he deemed to be duly given to him on the day
on which the advertisement appears.
106. A notice may be given by the company to the joint holders of a
share by giving the notice to file joint holder named first in the register in
respect of the share.
107. A notice may be given by the company to the persons entitled to
a share in consequence of the death or bankruptcy of a member by sending
it through the post in a pre-paid letter addressed to them by name, or by
the title of representatives of the deceased, or trustee of the bankrupt, or
by any like description, at the address, if any, in the place where the com-
pany has its head office supplied for the purpose by the persons claiming to
be so entitled, or (until such an address has been so supplied) by giving the
notice in any manner in which the same might have been given if the
death or bankruptcy had not occurred.
108. Notice of every general meeting shall be given in some manner
hereinbefore authorised to-
(a) every member of the company (including bearers of share warrants)
except those members who (having no registered address in the place where
the company has its head office) have not supplied to the company an
address in thay place for the giving of notices to them ; and also to
(b) every person entitled to a share in consequence of the death or bank-
ruptcy of a member, who, but, for his death or bankruptcy, would he entitied
to receive notice of the meeting.
No other persons shall be entitled to reecive notices of general meetings.
Table B. [ss. 95(2), 119, 224,
237 & 270.]
TABLE OF FEES TO BE PAID TO THE REGISTRAR OF COMPANIES.
I.-By a company having a share capital. $ c.
For registration of a company whose nominal share capital does not
exceed $10,000 ............................... 50.00
For registraton of a company whose nominal share capital exceeds
$10,000, the above fee of $50 with the following additional fees,
regulated according to the amount of nominal share capital:-
for every $5,000 of nominal share capital, or prt of $5,000
up to $25,000 ............ 10.00
for every $10,000 of nominal share capital, or part of
$10,000 after the first $25,000 up to $500,000 ............ 3.00
for every $10,000 of nominal share capital, or part of
$10,000 after the first $500,000 ......... .50
For registration of any increase of share capital made after the first
registration of the company, the same fees pe $10,000 or part
of a $10,000 as would have been payable if the increased share
captial had formed part of the original share capital at the time
of registration: Provided that no company shall be liable to
pay in respect of nominal share capital, on registraiton or after-
wards, any greater amount of fees than $300, taking into account
in the case of fees apyable on an increase of share captial after
registration the fees paid on registration.
For registration of any existing company, except such companies as
are by the Companies Ordinance, 1911, exempted from payment
of fees in respect of registraton under the Companies Ordinance,
1911, the same fee as is charged for registering a new company.
For registering any document by the Companies Ordinance, 1911,
required or authorised to be rgistered, other than the memo-
randum or the abstract required to be filed with the Registred
of Companies by a receiver or manager, the statement required
to be sent to the Registrar of Companies by the liquidator inn a
winding-up ............. 3.00
For making a record of any fact by the Companies Ordinance,
1911, required or authorised to recorded by the Registrar of
Companies ................. 3.00
For registering a mortgage or charge created by a company ..... 10.00
For registering the particulars of a series of debentures created by
a company .............. 10.00
(Note.-These fees include the filing of particulars and the issue to
the company of a certificated of registration.)
For collating a copy not made by the Registrar of Companies per
folio of 72 words ........................ 0.10
For initialling altertions in such copy-per alteration .......... 0.10
For certifying such collated copy ................. 2.00
For filing any document not hereinbefore referred to ............ 3.00
* As amended by No. 12 1921 and Law Rev. Ord., 1924.
11.-By a company not having a share enpital. $ C.
For registration of a company whose number of members, as stated
in the articles, does not exceed 20 ............... 50.00
For registration of a company whose number of members. as stated
in the articles, exceeds 20, but does not exceed 100 .......... 100.00
For registration of it company whose number of members as related
in the articles, exceeds 100, but is not stated to be unlimited,
the above fee of $100, with an additional $10 for every 50
members or less number thart 50 members after the first 100.
For registration of a company in which the number of members is
stated in the articles to be unlimited ................. 300.00
For registration of any increase on the number of members made
after the registration of the company in respect of every 50
members, or less than 50 members, of that increase .......... 300.00
Provided that no company shall be liable to pay on the whole a
greater fee than $300 in respect of its number of members.
taking into account the fee paid on the first registration of the
company.
For registration of the existing company, except such companies as
are by the Companies Ordinance, 1911, exempted from payment
of fees in respect of registration under the Companies Ordinance,
1911, the Same fee as is charged for registering a new company.
For registering any document by the Companies Ordinance, 1911,
required or authorised to be registered, other than the memo-
randum or the abstract required to be filed with the Registrar
of Companies by a receiver or manager, or the statement required
to be sent, to the Registrar of Companies by the liquidator in a
winding-up ............................ 3.00
For making a record of any fact by the Companies Ordinance,
1911, required or authorised to be recorded by the Registrar or
Companies .......................... 3.00
For registering a mortgage or charge created by a company ....... 10.00
For registering the particulars of a series of debentures created by a
company ................................10.00
(Note. - These fees include the filing of particulars and the issue to
the compans, of a certificate of registration.)
For collating a copy not, inade bv the Registrar of Companies per
folio of 72 words ...................... 0.10
For initialling alterations in such copy-per alteration ..... 0.10
Fo certifying such collated copy ..... 2.00
For filing any document not hereinfbefore referred to ......... 3.00
1 '1
Form C. [s. 109.]
FORM OF STATEMENT TO BE PUBLISED BY BANKING AND INSURANCE
COMPANIES, AND DEPOSIT, PROVIDENT, OR BENEFIT SOCIETIES.
The share capital of the company is , dividend into
shares of each.
The number of shares issued is
calls to the amount of dollars per share have been made, under
which the sum of dollars has been received.
The liabilities of the company on the 1st January (or July) were-
Debts owing to sundry persons by the company,-
on judgment, $
on specialty, $
on notes or bills, $
on simple contracts, $
on estimated liabilites, $
The assets of the company on that day were-
Government securities [stating them], $
bills of exchange and promissory notes, $
cash at the bankers, $
other securities, $
SECOND SCHEDULE. [s. 84.]
THE COMPANIES ORDINANCE, 1911.
STATEMENT IN LIEU OF PROSPECTUS.
filed by
LIMITED
pursuant to section of the Companies Ordinance, 1911.
Presented for filing by
THE COMPANIES ORDINANCE, 1911.
LIMITED.
STATEMENT IN LIEU OF PROSPECTUS.
* If the company has no share capital, the portionof the statement realting to
captial and shares must be omitted.
(Signature of the persons
above named as directors
or proposed directors, or of
their agents authorised in
writing.)
THIRD SCHEDULE. [s. 119.]
FORM A.
MEMORANDUM OF ASSOCIATION OP A COMPANY LIMITED BY SHARES.
1st. The name of the company is The Eastern, Steam Packet Company
Limited.
2nd. The registered office of the company will be situate in Hongkong.
3rd. The objects for which the company is established are the convey-
ance of passengers and goods in ships or boats between such places as the
company may from time to time determine, and the doing all such other
things as are incidental or conducive to the attainment of the above object.
4th. The liability of the members is limited.
5th. The share capital of the company is 2,000,000 dollars divided into
1,000 shares of 2,000 dollars each.
WE, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursniance of this memorandum
of association, and we respectively agree to take the number of shares in
the capital of the company set opposite our respective names.
Dated the day of , 19.
Witness to the above signatures,
A. B., No. , Queen's Road, Victoria, Hongkong.
FORM B.
MEMORANDUM AND ARTICELS OF ASSOCIATION OF A
COMPANY LIMITED BY GRARANTEE, AND NOT
HAVING A SHARE CAPITAL.
MEMORANDUM OF ASSOCIATION.
1st. The name of the company is The Hongkong Mutual Marine
Association, Limited.
2nd. The registered office of the company will be situate in Hongkong.
3rd. The objects for which the company is established are the mutual
insurance of ships belonging to members of the company, and the doing all
other things as are incidental or conducive to the attainment of the
above object.
4th. The liability of the members is limited.
5th. Every member of the company undertakes to contribute to the assets
of the company in the event of its being wound up while he is a member, or
within one year afterwards, for payment of tbe debts and liabilities of the
company contracted befow he ceases to be a member, and the costs, charges,
and expenses of winding-up, and for the adjustment of the rights of the
contributories among themselves, such amount as may he required not
exceeding 100 dollars.
WE, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursuance of this memo-
randum of association.
Names, addresses, and descriptions of subscribers.
1. John Jones of
2. John Simth of
3. Thomas Green of
4. John Thompson of
5. Caleb White of
6. Andrew Brown of
7. Caesar White of
Dated the day of , 19.
Witness to the above signatures,
A.D. No. , Queen's Road, Victoria, Hongkong.
ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING
MEMORANDUM OF ASSOCIATION.
1. The company, for the purpose of registration, is declared to consist of
500 members.
The directors hereinafter memtioned way, whenever the business of the
association requires it, register tin increase of members,
Definition of memebers.
3. Every person shall be deemed to have agreed to become a member of
the company who insures any ship or share in a ship in pursuance of the
regulations hereinafter contained.
General meetings.
4. The first general shall be held at such time, not being less
than one month nor more than three months after the incorporation of the
company, and at such place, as the directors may determine.
5. A general meeting shall he hold once in every year at such time (not
being more than 15 months after the holding of the last preceding general
meeting) and place as may be prescribed by the company in general meeting,
or, in default, at such time in the month following that in which the
anniversary of the company's incorporation occurs, and at such place, as the
directors shall appoint. In default of a general meeting being so held, it
general meeting shall he held in the month next following, and may be
convenced by any two members in the same manner as nearly as possible as
that in which meetings are to be convened by the directors.
6. The above-mentioned general meetings shall be called ordinary
meetings; all other general meetings shall he called extraordinary.
7. The directors may, whenever they think fit, and shall, on a requisition
made it writing by any 5 or more members, convene an extraordinary
general meeting.
8. Any requisition made by the members must state the object of the
meeting proposed to be called, and must be signed by the requisitionists and
at the registered office of the company.
9. On receipt of the requisition, the directors shall forthwith proceed to
convene a general meeting : if they do not proceed to cause a meeting to be
held within 21 days front the date of the requisition being so deposited. the
requisitionists or any other 5 members, may themselves convene a meeting.
Proceedings at general meetings.
10. Seven days notice, at, the least, specifying the place, the day, and the
hour of meeting, and in case of special business the general nature of the
business, shall be given to the members in manner hereinafter mentioned,
or in such other manner, it any, as may be prescribed by the company in
general meeting; but the non-receipt of such a notice by any member shall
not invalidate the proceedings at any gneral meeting.
11. All business shall be deemed special that is transacted at an extra-
ordinary meeting, and all that is transacted at an ordinary meeting, with
the exception of the consideration of the accounts, balancee sheets, and the
ordinary report of the directors and auditors, the election of directors and
other officers in the place of those retiring by rotation, and the fixing of
the remuneration of the auditors.
12. No business shall be transacted at any meeting except the declaration
of a dividend, unless a quorum of members is present at the commencement
of the business. the quorum shall be ascertained as follows (that is to
say), if the memebers of the company at the time of the meeting do not
exceed 10 in number, the quorum shall be 5; if they exceed 10, there shall
be added to the above quorum one for every 5 additional members up to 50,
and one for every 10 additional members after 50, with this limitation, that
no quorum shall in any casc exceed 30.
13. If within one hour from the time appointed for the meeting it quorum
of members is not present, the meeting, if convened on the requisition of
the members, shall be dissolved; in any other case it shall stand adjourned
to the same day in the following week at the same time and place ; and if
at such adjourned meeting it quorum of members is not present, it shall be
adjourned sine die.
14. The chairman (if any) of the directors shall preside as chairman at
every general meeting of the company.
15. If there is no such chairman, or if at any meeting he is not present
at the time of hold in the same, the members present shall choose some one
of their number to he chairman of that, meeting.
16. The chairman may, with the consent of the meeting, adjourn the
meeting front time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place.
17. At any general meeting, unless it poll is demanded by at least three
members, a declaration by the chairman that it resolution has been carried
and an entry to that effect, in the book of proceedings of the company,
shall be conclusive evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of or against the resolution.
18. If a poll is demanded in manner aforesaid, the same shall be taken
in such manner the chairman directs, and the result of the poll shall
be deemed to he the resolution of the meeting at which the pool was
demanded.
Votes of members.
19. Every emmber shall have on evote and no more.
20. If any membger is a lunatic or idiot, he may vote by his committee,
curator bonis, or other legal curator.
21. No member shall be entitled to vote at any meeting unless all moneys
due from him to the company have been paid.
22. On a poll votes may be given either personally or by proxy. A
proxy shall he appointed in writing under the liand of' the appointer, or if
such appointer is a corporation, unnder its common seal.
23. No person shall act, is a proxy unless he is a member, of unless he
is appointed to act at the meeting as proxy for a corporation.
The instrument appointing him shall be deposited at the registered office
of the company not less than 48 hours before the time of holding the
meeting at which he proposes to vote.
24. Any instrument appointing a proxy shall be in the following form:-
Company, Limited.
of being
a member of the Company, Limited, hereby
appoint of as my proxy, to vote
for me and on my behalf at the [ordinary or extraordinary. as
the case may be] general meeting of the company to be held on
the day of and sat any adjournment
thereof
Signed this day of .
Directors.
25. The member of tbe directors, and the names of the first directors,
shall be determined by the subscribers of the memorandum of association.
26. United directors are appointed, the subscribers of the memorandum of
assocaition shall for all the purposes of the Companies Ordinance, 1911, be
deemed to he directors.
Powers of directors.
27. The business of the company shall be managed by the directors who
may exercise all such powers of the company as are not, by the Companies
Ordinance, 1911, or by these articles, required to the exercised by the
company in general meeting ; but no regulation made by the company in
general meeting shall invalidate any prior act of the directors which would
have been valid if that regulation bad not been made.
Eleclion of directors.
28. The directors shall be elected annually by the company in general
meeting.
Business of company.
[Here insert rules as to mode in which business of insurance is
to be conducted.]
Audit.
29. Auditors shall be appointed and their duties regulated in accordance
with sections 113 and 114 of the Companies Ordinance, 1911, and for this
purpose the said sections shall have effect as if the word members, were
substituted for shareholders, and as if first general meeting were
substituted for statutory.
Notices.
30. A notice may be given by the company to any member either
personally, or by sending it by post to him to his registered address.
31. Where a notice is sent by post, service of the notice shall be
deemed to be effeeted by properly addressing, pre-paying, and posting a
letter containing the notice, and unless the contrary is proved to have been
effected at the time at which the letter would be delivered in the ordinary
course of post.
Names, addresses, and descriptions of subscribers.
1. John Jones of
2. John Smith of
3. thomas Green of
4. John thompson of
5. Caleb White of
6. Andres Brown of
7. Casear White of
Dated the day of 19 .
Witness to the above signatures,
A.B., No. , Queen's Road, Victoria, Hongkong.
FORM C.
1st. The name of the company is The Highland Hotel Company,
Limited.
2nd. The registered office of the company will be situate in Hongkong.
3rd. The objects for which the company is established are the
facilitating travelling in the Highlands of the New Territories, by
providing hotels and conveyances by sea and by land for the acommodation
of travellers, and the doing all such other things as are incidental or
conducive to the attainment of the above object.
4th. The liability of the members is limited.
5th. Every member of the company undertakes to contribute to the assets
of the company in the event, of its being wound up while he is a member,
of within one year afterwards, for payment of the debts and liabilities of
the company, contracted before he ceases to be a member, and the costs,
charges, and expenses of winding up the same and for the adjustment of
the rights of the contributories amongst themselves, such amount as may be
required, not exceeding 200 dollars.
6th. The share capital of the company shall consist of 500,000 dollars,
divided into 5,000 shares of 100 dollars each.
We, the several persons whose names and addresses are subscribed, are
desirous of being formed into a, company, in pursuance of this memorandum
of association, and We respectively agree to take the number of shares in
the capital of the company set opposite our respective names.
Dated the day of , 19 .
Witness to teh above signatures,
A.B., No. , Queen's Road, Victoria, Hongkong.
1. the directors may, with the sanction of the company in general meet-
ing, reduce the amount of shares in the company.
2. the directors may, with the sanction of the company in genral meet-
ing, cancel any shares belonging to the company.
3. All the articles of Table A of the First Schedule to the Companies
Ordinance. 1911, shall be deemed to be incorporated with these articles and
to apply to the company.
Names, addresses, and descriptions of subscribers.
1. John Jones of
2. John Smith of
3. Thomas Green of
4. John Thompson of
5. Caleb White of
6. Andrew Brown of
7. Caesar White of
Dated the day of , 19
Witness to the above signatures,
A.B., No. , Queen's Road, Victoria, Hongkong.
FORM D.
MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED
COMPANY HAVING A SHARE CAPITAL.
Memorandum of association.
1st. The name of the company is The Patent Stereotype Company.
2nd. The registered office of the company will be situate in Hongkong.
3rd. The obejects for which the company is established are the working
of a patent, method of fomidim, and ensting stercotype plates, or
method John Smith, of Hongkong, is the sole patentee.
WE the several persons whose names are subscribed, are desirous of being
formed into a company, in pursuance of this memorandum of association,
and we respectively agree to take the number of shares in the capital
of the company set opposite our respective names.
Dated the day of , 19 .
Witness to the above signatures,
A.B., No. Queen's Road, Victoria, Hongkong.
Articles of assocition to accompany the preceding
memorandum of association.
1. The share capital of the company is 20,000 dollars, divided into 20
shares of 1,000 dollars each.
2. All the artieles of Table A of the First Schedule of the Companies
Ordinance, 1911, shall be deemed to be incorporated with these articles,
and to apply to the company.
Names, addresses, and descriptions of subscribers.
1. John Jones of merchant.
2. John Smith of
3. Thomas Green of
4. John Thompson of
5. Caleb White of
6. Andrew Brown of
7. Abel Brown of
Dated the day of , 19
Witness to the above signature,
A.B., No. Queen's Road, Victoria, Hongkong.
FORM E. [s. 27.]
As required by part II of the Ordinance.
SUMMARY Of SHARE CAPITAL and SHARES of the
COMPANY, LIMITED, made up to the day of , 19
(being the date of the first ordinary general meeting in 19 ).
shares of $ each.
Nominal share capital divided into shares of $ each.
Total number of shares taken up* to the
day of , 19 (which number
must agree with the total shown in the list as
held by existing members).
Number of shares issued subject to payment
wholly in cash ................
Number of shares issued as fully paid up ohter-
wise than in cash ....................
Number of shares issued as partly paid up to the
extent of per share otherwise than
in cash ...........................
+ There has been called up on each of shares, ....... $
There has been called up on each of shares, ....... $
+ There has been called up on each of shares, ....... $
* When thee are shares of different kinds or amounts (e.g., preference and ordinary,
or $100 or $50), state the numbers and nominal values separately.
+ Where various amounts have been called or there are shares of different kinds, state
them separately.
* Total amount of calls received, including payments on $
application and allotment, ......................................
Total amomit (if any) agreed to be considered its paid on $
shares which have heen issued as fully
paid up otherwise than in cash ..............................
Total amount (if any) agreed to be considered as paid on
shares. which have been issued as partly $
paid up to the extent of per share, ..........
Total amount of calls unpaid, .................................... $
Total amount (if any) of sums paid by way of commission
in respect of shares or debentnres or allowed by way of $
discount since date of last summary ......................
Total amount (if any) paid on + shares forfeited............ $
Total amount of shares and stock for which share war- $
rants, are outstanding .........................................
Total amount of share warrants issued a surrendered $
respectively since (late of last summary ...................
Number of shares or amount of stock comprised in each $
share warrant, ...............................................
Totat amount of debt due from the company in respect of
all mortgages and charges which are required to be $
registered with the Registrar or Companies, ..........
STATEMENT in the form of a balance sheet made up to the of
, 19 , containing the particulars of the capital,
liabilities, and assets of the company.
The return mnst be signed at the end by the manager or seretary
of the company.
Presented for filling by
* Include what has been received on forfeited as well as on existing shares.
+ State the aggregate number of shares forfeited (if any).
LIST OF PERSONS holding shares in the Company Limited, on the day of 19 ,
and of persons who have held shares therein at any time since the date of the last return,
showing their names and address and an acount of the shares so held.
+The aggregate numbner of shares held, and not the distincitve numbers, must be
stated, and the column must be added up throughout so as to make one total to agree
with that stated in the summary to have been taken up.
++ When the shares are of differenct classes, these columns may be sub-divided so
that the the number of each class held or transferred may be shown separately.
The date of registration of each transfer should be given as well the numner of
transferred on each date. The particulars should be placed opposite the name of the
transferor and not opposite that of the transferee, bu t the name of the transferee
may be inserted in the Remarks column immediately opposite the particulars of each
transfer.
NAMES AND ADDRESSES of the persons who are the directors of the
Limited on the day of
, 19 .
NOTE.-Banking companies must add a list of all their places of business.
(Signature) ____________________
(State whether manager or secretary) ____________________
FORM F. [s. 20.]
LICENCE TO HOLD LAND.
The Governor hereby licenses the
to hold the lands hereunder described (insert description of lands) [or to
hold the lands not execeeding in the whole acres].
The conditions of this licence are (insert conditions, if any).
Form G.
Particulars prescribed under section 90 (2).
Filed by ............................Limited.
Presented for filling by .....................................................
(1) The number of shares, in whole or in part, allotted for a
Consideration other than cash.
(2) If the consideration for the allotment of any shares is
services, or any consideration other than that mentioned
below in (3), state what such consideration consists of.
* As amendded by G.N. No. 57 of 1922.
(3) If the consideration for the allotment of any shares is a
sale of propepty, or the agreernent for the sale of property
state fully the consideration for, and other ternis of, such
sale or agreement for sale.
(4) Give, full particulars, in the following table,
of the property which is, the subject of the sale, showing
in detail how the total consideration is apportioned
between the respective heads.
Legal and equitable estates, or interest in freeholds and
leaseholds whether in China, Hongkong, the United
Kingdom or abroad (which icludes hereditaments
subject to a legal mortgage) ....................
Patents, licences, trade marks and copyrights ...........................
Goodwill ..............................................................
Fixtures and fittings .............................................
Book and other debts (including money on deposit at
bank or elsewhere) ..........................................
Benefit of contracts ............................................
Other property, viz:-
...............................................................
Total ....... $
(5) If the consideration payable is partly in respect of a sale
of property or agreement for a sale of property, and partly
in respect of some other consideration, state fairly how
much of the amount of the consideration is attributable
to each of the heads of the property sold or agreed to be
sold, and how much to other consideration.
(6) If the consideration payable consists in the assumption
by the purchaser of liabilities to third persons, specify
the total amount of such liabilities.
Total .............. $
Signature ............................
Designation of position in relation to the company .........................
Date ............................................................
Form H.
Statement by a company of the without or rate paid or agreed to be paid
by way of commission in respect of shares.
(Pursuant to Section 91 (1) (b))
Presented for filing by .....................................................
Signature of the directors
or of their agents ..............................
authorised in writing
Date ................................................
* As amended by G.N. No. 57 of 1922.
FORM I.
Particulars to be supplied to the Registrar of Companies pursuant to n
section 95 of a mortgage or charge created by .......................
Limited.
Prsented for filing by ........................
Signature .............................
Designation of position in relation to the company ...............
Date ..................................
* As amended by G.N. No. 57 of 1922 and Law Rev. Ord., 1924.
Form J.
REGISTER of mortgages and charges, and of memorandums of satisfaction of
......................................... Limited.
* As amended by G.N. No. 57 of 1922.
FORM K.
Receiver's or manager's abstract of receipts and payments.
(Pursuant to section 97.)
Name of company ....................Limited.
Name and address of receiver or manager ...........................................
Date and description of instrument under which receiver or manager is
appointed ........................................................................
........................................................................
Date of taking possession ...............................................................
Period covered by the From ..........................................................
{
abstract To ............................................................
Presented by filing by ................................................................
ABSTRACT.
Signature .....................
Date ..........................
FORM L
Notice of appointment of liquidator.
(Pursuant to section 180.)
Presented for filing by ........................................................
To the Registrar of Companies.
I, the undersigned ..........................................................
of .......................................................... hereby give notice
that, by + ............................................................
I have been appointed liquidator of the ...................................
....................................... Company Limited.
Signature ..........................................
Date ..........................................
* As amended by G.N. No. 57 of 1922.
FOURTH SCHEDULE. [s. 259.]
PROVISIONS REFERRED TO IN SECTION 259 OF THE
COMPANIES ORDINANCE, 1911.
Provisions relating to--
The conclusiveness of certificates of incorpora- s. 18
ion;
Restrictions on appointments or advertisement of s. 73.
directors ;
Restrictions on commencement of business ; s. 89.
Returns as to allotments s. 90.
Statutory meetings; s. 66.
The particulars as to directors and mortgage debt s. 27.
and the statement in the form of a balance
sheet in the annual summary ;
The appointment and remuneration, and powers ss. 113, 114.
and duties, of auditors
Obligations of companies where no prospectus is 1 s. 84.
issuedp;
Registration of mortgages and charges; s. 95.
Filing of accounts of receiver and manager; s. 97.
Notice by liquidator in voluntary winding-up of s. 180.
his appointment :
Rights of creditors in a voluntary windin-up s. 181.
Requirements as to companies establised outside s. 252.
the Colony.
FIFTH SCHEDULE. [ss. 27. 77. 115, 116,
122A & 130.]
PROVISIONS OF THE COMPANIES ORDINANCE, 1911.
Section 27 (3) and (4) (which relate to the making of all annual
in the form of a balance sheet, and to the insertion, in the annual list and
summmary, of the auditors' report and of communication subject to
which the anditors' report is made.
Section 77 (4), (5) and (6) (which relate to the laying of profit and loss
accounts, balance sheets and reports before the general meeting, and to
the circulation of balance sheets and reports).
Section 115 (which relates to the right, of preference shareholders and
debenture holders to receive and inspect balance sheets and reports).
Section 116 (wbich relates to the minimum number of members with
which a company may continue to carry on business).
Section 130 (iv) which makes the reduction of the number of members
of a company below the minimum a ground for the winding-up of the
company).
* As amended by Law Rev. Ord., 1924.
+ As amended by No. 12 of 1921 and Law Rev. Ord., 1924.
[Originally No. 58 of 1911. No. 22 of 1913. No. 16 of 1915. No. 31 of 1915. No.12 of 1921. No. 11 of 1922. No. 21 of 1922. No. 33 of 1923. Law Rev. Ord., 1924.] Short title. Application. Application of China (Companies) Order in Council, 1915, and China (Companies) Amendment Order in Council, 1919. Prohibition of partnerships exceeding certain number. 8 Edw. 7, c. 69, s. 1. Mode of forming incorporated company. 8 Edw. 7, c. 69, s. 2. Memorandum of company limited by shares. 8 Edw. 7, c. 69, s. 3. Memorandum of company limited by guarantee. 8 Edw. 7 c. 69, s. 4. Memorandum of unlimited company. 8 Edw. 7, c. 69, s. 5. Stamp and signature of memorandum. 8 Edw . 7, c. 69, s. 6. Restriction on alteration of memorandum 8 Edw. 7, c. 69, s. 7. Name of company, and change of name. 8 Edw. 7, c. 69, s. 8. Alteration of objects of company 8 Edw. 7, c. 69, s. 9. [s. 10 contd.] Registration of articles. 8 Edw. 7, c. 69, s. 10. First Schedule. Table A. Application of Table A in the First Schedule. 8 Edw. 7, c. 69, s. 11. Form, stamp, and signature of articles. 8 Edw. 7, c. 69, s. 12. Alteration of articles by special resolution. 8 Edw. 7, c. 69, s. 13. Effect of memorandum and articles. 8 Edw. 7, c. 69, s. 14. Registration of memorandum and articles. 8 Edw. 7, c. 69,s.15.Effect of registration. 8 Edw.7,c.69,s.16. Conclusiveness of certificate of incorporation. 8 Edw.7,c.69,s.17. Copies of memorandum and articles to be given to members. 8 Edw.7,c,69,s. 18. Restriction on charitable and other companies holding land. 8 Edw. 7, c. 69, s. 19. Third Schedule Form F. Power to dispense with Limited in name of charitable and other companies. 8 Edw. 7, c. 69, s. 20. Provision as to companies limited by guarnatee. 8 Edw. 7, c. 69, s. 21. Nature of shares. 8 Edw. 7, c. 69, s. 24. Certificate of shares or stock. 8 Edw, 7, c. 69, s. 24. Register of members. 8 Edw. 7, c. 69, s. 25. [ef. S. 35 (5).] Annual list of members and summary 8 Edw. 7, c. 69, s. 26. Third Schedule. Form E. [s.27.contd] [ef. S. 122A and Fifth Schedule.] [ef. S. 122A and Fifth Scheduale.] Annual list and summary to be accompaied by certificate in the case of private company. 3 & 4 Geo. 5, c. 25, s. 1(3). Trusts not to be entered on register. 8 Edw. 7, c. 69, s. 27. Registration of transfer at request of transferor. 8 Edw. 7, c. 69, s. 28. Transfer by personal representative. 8 Edw. 7, c. 69, s. 29. Inspection of register of members 8 Edw. 7, c. 69, s. 30. Power to close register 8 Edw. 7, c. 69, s. 31. [ef. S. 35 (4).] Power of court to rectify register. 8 Edw. 7, c. 69, s. 32. Register to be evidence. 8 Edw. 7, c. 69, s. 33. Register of Companies may license companies to keep local registers. [ef. S. 27 (2) (n).] [s. 35 contd.] Local registers. Ordinance No. 16 of 1915. Notice to company keeping a local register without licence and proceedings thereon. Penalty for non-compliance with s. 35. Issue and effect of share warrants to bearer. 8 Edw. 7, c. 69, s. 37. Personation. 8 Edw. 7, c. 69, s. 38. Power of company to arrange for different amounts being paid on share. 8 Edw. 7, c. 69, s. 39. Power to return accumulated profits in reduction of paid up share capital. 8 Edw. 7, c. 69, s. 40. Power of company limited by shares to alter its share capital. 8 Edw. 7, c. 69, s. 41. Notice to Registrar of Companies of consolidation of share capital, conversion of shares into stock, etc. 8 Edw. 7, c. 69, s. 42. Effect of conversion of shares into stock. 8 Edw. 7, c. 69, s. 43. Notice of increase of share capital, or of members. 8 Edw. 7, c. 69, s. 44. Reorganisation of share capital. 8 Edw. 7, c. 69, s. 45. Special resolution for reduction of share capital. 8 Edw. 7, c. 69, s.46. Application to court to confirm order. 8 Edw. 7, c. 69, s. 47. Addition to name of company of and reduced. 8 Edw. 7, c. 69, s. 48. Objections by creditors by creditors. And settlement of list of objecting creditors. 8 Edw. 7, c. 69, s. 49. Order confirming reduction 8 Edw. 7, c. 69, s. 50. Registration of order and minute of reduction. 8 Edw. 7, c. 69, s. 51. Minute to form part of memorandum. 8 Edw. 7, c. 69, s. 52. Liability of members in respect of reduced shares. 8 Edw. 7, c. 69, s. 53. Penalty on concealment of name of creditor. 8 Edw. 7, c. 69, s. 54. Publication of reasons for reduction 8 Edw. 7, c. 69, s. 55. Increases and reduction of share capital in case of a company limited by guarantee having a share capital. 8 Edw. 7, c. 69, s. 56. Registration of unlimited company as limited. 8 Edw. 7, c. 69, s. 57. Power of unlimited company to provide for reserve share capital on registration. 8 Edw. 7, c. 69, s. 58. Reserve liability of limited company 8 Edw. 7, c. 69, s. 59. Limited company may have directors with unlimited liability. 8 Edw. 7, c. 69, s. 60. Special resolution of limited company making liability of directors unlimited. 8 Edw. 7, c. 69, s. 61. Registered office of company. 8 Edw. 7, c. 69, s. 62. Publication of name by a limited company. 8 Edw. 7, c. 69, s. 63. [s. 64 contd.] Annual general meeting. 8 Edw. 7, c. 69, s. 64. First statutory meeting of company. 8 Edw. 7, c. 69, s. 65. [s. 66 contd.] Convening of extraordinary general meeting on requisition. 8 Edw. 7, c. 69, s. 66. Provisions as to meetings and votes. 8 Edw. 7, c. 69, s. 67. First Schedule. Table A. Representation of companies at meetings of other companies of which they are members. 8 Edw. 7, c. 69, s. 68. Definitions of extraordinary and special resolution. 8 Edw. 7, c. 69, s. 69. Registration and copies of special resolutions. 8 Edw. 7, c. 69, s. 70. Minutes of proceedings and directors. 8 Edw. 7, c. 69, s. 71. Restrictions on appointment or advertisement of directors. 8 Edw. 7, c. 69, s. 72. Qualifications of director. 8 Edw. 7, c. 69, s. 73. Validity of acts of directors. 8 Edw. 7, c. 69, s. 74. List of directors to be sent to Registrar of Companies. 8 Edw. 7, c. 69, s. 75. Duties of directors as to accounts. [ef. S. 27(3).] [s.77 contd.] [ef. S. 122A and Fifth Schedule.] [ef. S. 122A and Fifth Scheduale.] [ef. S. 122A and Fifth Schedule.] Form of contracts. 8 Edw. 7, c. 69, s. 76. Bills of exchange and promissory notes. 8 Edw. 7, c. 69, s. 77. Execution of deeds abroad. 8 Edw. 7, c. 69, s. 78. Power for company to have official seal for use abroad. 8 Edw. 7, c. 69, s. 79. Filling of prospectus. 8 Edw. 7, c. 69, s. 80. Specific requirements as to particulars of prospectus. 8 Edw. 7, c. 69, s. 81. [s. 83 coutd.] [s. 83 coutd.] Obligations of cmpanies where no prospectus is issued. 8 Edw. 7, c. 69, s. 82. Second Schedule. Restrictioin on alteration of contracts mentioned in prospectus. 8 Edw.7, c. 69, s. 83. Liability for statements in prospectus. 8 Edw. 7, c. 69, s, 84. [s. 86 coutd.] [s. 86 coutd.] Restriction as to allotment. 8 Edw. 7, c. 69, s. 85. Effect of irregular allotment. 8 Edw. 7, c. 69, s. 86. Restrictions on commencement of business. 8 Edw. 7, c. 69, s. 87. Failure to obtain a certificate to commence business. Return as to allotments. 8 Edw. 7, c. 69, s. 88. Ordinance No. 8 of 1921. Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc, 8 Edw. 7, c. 69, s. 89. Statement in balance sheet as to commissions and discount. 8 Edw. 7, c. 69, s. 90. Power of company to pay interest out of capital in certain cases. 8 Edw. 7, c. 69, s. 91. Limitation of time for issue of certificates. 8 Edw. 7, c. 69, s. 92. Registration of mortgages and charges in the Colony. 8 Edw. 7, c. 69, s. 93. [s. 95 contd.] Registration of mortgages and charges. First Schedule Table B. [s. 95 contd.] Registration of mortgages and charges. [s. 95 contd.] Registration of enforcement of security. 8 Edw. 7, c. 69, s. 94. Filing of accounts of receivers and managers. 8 Edw. 7, c. 69, s. 95. Rectification of register of mortgages. 8 Edw. 7, c. 69, s, 96. Entry of satisfaction. 8 Edw. 7, c. 69, s. 97. Index to register of mortgages and charges. 8 Edw. 7, c. 69, s. 98. Penalties 8 Edw. 7, c. 69, s. 99. Company's register of mortgages. 8 Edw. 7, c. 69, s. 100. Right to inspect copies of instruments creating mortgages and charges and company's register of mortgages. 8 Edw. 7, c. 69, s. 101. Right of debenture holders to inspect the register of debenture holders and to have copies of trust deed. 8 Edw. 7, c. 69, s. 102. Perpetual debentures. 8 Edw. 7, c. 69, s. 103. Power to re-issue redeemed debentures in certain cases. 8 Edw. 7, c. 69, s. 104. [s. 106 contd.] Specific performance of contract for debentures. 8 Edw. 7, c. 69, s. 105. Payments of certain debts out of assets subject to floating charge in priority to claim under the charge. 8 Edw. 7, c, 69, s. 107. Certain companies to publish statement in Schedule. 8 Edw. 7, c. 69, s. 108. First Schedule. Form C. Ordinance No. 11 of 1907. Investigation of affairs of company by inspectors. 8 Edw. 7, c. 69, s. 109. [s. 110 contd.] Powers of company to appoint inspectors. 8 Edw. 7, c. 69, s. 110. Report of inspectors to be evidence. 8 Edw. 7, c. 69, s. 111. Appointment and remuneration of auditors. 8 Edw. 7, c. 69, s. 112. [s. 113 contd.] Powers and duties of auditors. 8 Edw. 7, c. 69, s. 113. Rights of preference shareholders etc., as to receipt and inspection of report, etc. 8 Edw. 7, c. 69 , s. 114. [ef. S. 122a and Fifth Schedule.] Prohibition of carrying on business with fewer than seven or, in the case of a private company, two members. 8 Edw. 7, c. 69, s. 115. [ef. s. 122A and Fifth Schedule.] Service of documents on company. 8 Edw. 7, c. 69, s. 116. Authentication of documents. 8 Edw. 7, c. 69, s. 117. Application and alteration of tables and forms in the Schedule. 8 Edw. 7, c. 69, s. 118. First Schedule. Table A, B. Third Schedule. Arbitration between companies and others. 8 edw. 7, c. 69, s. 119. [ef. 22 & 23 Vict. c. 59.] Power to compromise with creditors and members. 8 Edw. 7, c. 69, s. 120. Meaning of private company. 8 Edw. 7, c. 69, s. 121. Default in complying with provisions required to constitute a private company. 3 & 4 Geo. 5, c. 25, s. 1. Fifth Schedule. Modes of winding-up. 8 Edw. 7, c. 69, s. 122. Liability as contributories of present and past members. 8 Edw. 7, c. 69, s. 123. [s. 124 contd.] Definition of contributory. 8 Edw. 7, c. 69, s. 124. Nature of liability of contributory. 8 Edw. 7, c. 69, s. 125. Contributories in case of death of member. 8 Edw. 7, c. 69, s. 126. Contributories in case of bank-ruptcy of member. 8 Edw. 7, c. 69, s. 127. Provisions as to married women. 8 Edw. 7, c. 69, s. 128. Ordinance No. 5 of 1906. Circumstances in which ocmpany may be wound up by court. 8 Edw. 7, c. 69 , s. 129. [ef. S. 122A and Fifth Schedule.] Company when deemed unable to pay its debts. 8 Edw. 7, c. 69, s. 130. Provisions as to applications for winding-up. 8 Edw. 7, c. 69, s. 137. Effect of winding-up order. 8 Edw. 7, c. 69, s. 138. Commencement of winding-up by court. 8 Edw. 7, c. 69, s. 139. Power to stay or restrain proceedings against company. 8 Edw. 7, c. 69, s. 140. Powers of court on hearing petition. 8 edw. 7, c. 69, s. 141. Actions stayed on winding-up order. 8 Edw. 7, c. 69, s. 142. Copy of order to be forwarded to Registrar of Companies. 8 Edw. 7, c. 69, s. 143. Power of court to stay winding-up. 8 Edw. 7, c. 69, s. 144. Court may have regard to wishes of creditors of creditors or contributories. 8 Edw. 7, c. 69, s. 145. Definitiion of Official Receiver. 8 Edw.7, c. 69, s. 146. Statement of company's affairs to be submitted to Official Receiver. 8 Edw. 7, c. 69, s. 147. Report by Official Receiver. 8 Edw.7, c. 69, s. 148. [ef. S. 196(2).] Appointment, remuneration, and title of liquidators. 8 Edw. 7, c. 69, s. 149. [ef. S. 196(2).] [ef. S. 196(2).] Custody of company's property. 8 Edw. 7, c. 69, s. 150. Powers of liquidator. 8 Edw. 7., c. 69, s. 151. [s. 146 contd.] Meetings of creditors and contributories in winding-up. 8 Edw. 7, c. 69, s. 152. [ef. S. 196(2).] Liquidator to give information to Official Receiver. 8 Edw. 7, c. 69 , s. 153. Payments of liquidator winding up into bank. 8 Edw. 7, c. 69, s. 154. [ef.s. 196(2).] Audit of liquidator's accounts in winding-up. 8 Edw. 7, c. 69, s. 155. [ef. S. 196 (2).] Books to be kept by liquidator in winding-up. 8 Edw. 7, c. 69, s. 156. [ef. S. 196(2).] Release of liquidators. 8 Edw. 7, c. 69, s.157. Exercise and control of liquidator's powers. 8 Edw. 7, c. 69, s. 158. [ef.s. 196(2).] Control over liquidators. 8 Edw. 7, c. 69, s. 159. Committee of inspection in winding-up. 8 Edw. 7, c. 69, s. 160. [ef. S. 196(2).] Power to appoint special manager. 8 Edw. 7, c. 69, s. 161. [ef.s. 196(2).] Receiver for debenture holders or creditors. 8 Edw. 7, c. 69, s. 162. [ef.s.196(2).] Settlement of list of contributories and application of assets. 8 Edw. 7, c. 69, s. 163. Power tp reqiore delivery of property. 8 Edw. 7, c. 69, s.164. Power to order payment of debts by contributory. 8 Edw. 7, c. 69, s. 165. Power of court to make calls. 8 Edw. 7, c. 69, s. 166. Power to order payment into bank. 8 Edw. 7, c. 69, s. 167. Order on contributory conclusive evidence. 8 Edw. 7, c. 69, s. 168. Power to exclude creditors not proving in time. 8 Edw. 7, c. 69, s. 169. Adjustment of rights of contributories. 8 Edw. 7, c. 69, s. 170. Power to order costs. 8 Edw. 7, c. 69, s. 171. Dissolution of company. 8 Edw. 7, c. 69, s. 172. Delegation to liquidator of certain powers of court. 8 Edw. 7, c. 69, s. 173. [ef.s. 196(2).] Power to summon persons suspected of having property of company. 8 Edw. 7, c. 69, s. 174. Power to order public examination of promoters, diretors, etc. 8 Edw. 7, c. 69, s. 175. [ef.s. 196(2).] Power to arrest absconding contributory. 8 Edw. 7, c. 69, s. 176. Power of court cumulative. 8 Edw. 7, c. 69, s. 177. Power to enforce orders. 8 Edw. 7, c. 69, s. 178. Appeals from order. 8 Edw. 7, c. 69, s. 181. Circumstances in which company may be wound up voluntarily. 8 Edw. 7, c. 69, s. 182. Commencement of voluntary winding-up. 8 Edw. 7, c. 69, s. 182. Commencement of voluntary winding-up. 8 Edw. 7, c. 69, s. 183. Effect of voluntary winding-up on status of company. 8 Edw. 7, c. 69, s. 184. Notice of resolution to wind up voluntarily. 8 Edw. 7, c. 69, s. 185. Consequences of voluntary winding-up. 8 Edw. 7, c. 69, s. 186. Notice by liquidator of his appointment. 8 Edw. 7, c. 69, s. 187. Rights of creditors in a voluntary winding-up. 8 Edw. 7, c. 69, s. 188. Power to fill vacancy in office of liquidator. 8 Edw. 7, c. 69, s. 189. Delegation of authority to appoint liquidators. 8 Edw. 7, c. 69, s. 190. Arrangement when binding on creditors. 8 Edw. 7, c. 69, s. 191. Power of liquidator to accept shares, etc. as consideration for sale of property of company. 8 Edw. 7, c. 69, s. 192. 8 Vict. C. 16. Power to apply to court. 8 Edw. 7, c. 69, s. 193. Power of liquidator to call general meeting. 8 Edw. 7, c. 69, s. 194. Final meeting and dissolution. 8 Edw. 7, c. 69, s. 195. Costs of voluntary liquidation. 8 Edw. 7, c. 69, s. 196. Saving for rights of creditors and contributories. 8 Edw. 7, c. 69, s. 197. Power of court to adopt proceedings of voluntary winding-up. 8 Edw. 7, c. 69, s. 198. Power to order winding-up. 8 Edw. 7, c. 69, s. 199. Effect of petition for winding-up subject to supervision. 8 Edw. 7, c. 69, s. 200. Court may have regard to wishes of creditors and contributories. 8 Edw. 7, c. 69, s. 201. Power for court to appoint or remove liquidators. 8 Edw. 7, c. 69, s. 202. Effect of supervisioin order. 8 Edw. 7, c. 69, s. 203. Avoidance of transfers, etc. after commencement of winding-up. 8 Edw. 7, c. 69, s. 205. Debts of all descriptions to be proved. 8 Edw. 7, c. 69, s. 206. Application of bankruptey rules in winding-up of insolvent companies. 8 Edw. 7, c. 69, s. 207. Preferential payment. 8 Edw. 7, c. 69, s. 209. Fraudulent oreference 8 Edw 7, c 69, s 210. Avoidance of certain attachments, execution, etc . 8 Edw 7, c. 69,s 211. Effect of floating charge.8 Edw 7,c.69,s 212. General scheme of lipuidation may be sanctined. 8 Edw. 7,c.69,s. 212. General scheme of liquidation may be sanctioned. 8 Edw. 7, c. 69, s. 214. Power of court to assess damages against delinquent director, etc. 8 Edw. 7, c. 69, s. 215. Ordinance No.7 of 1891. Falsification of books a misdemeanor. 8 Edw. 7, c. 69, s. 216. Prosecution of delinquent directors, etc. 8 Edw. 7, c. 69, s. 217. Meetings to ascertain wishes of creditors or contributories. 8 Edw. 7, c. 69, s. 219. Books of company to be evidence. 8 Edw. 7, c. 69, s. 220. Inspection of books. 8 Edw. 7, c. 69, s. 221. Disposal of books. 8 Edw. 7, c. 69, s. 222. Power of court to declare dissolution of company void. 8 Edw. 7, c. 69, s. 223. Information as to pending liquidations. 8 Edw. 7, c. 69, s. 224. Ordinance No. 7 of 1891. Judicial notice of signature of officers. 8 Edw. 7, c. 69, s. 225. Affidavits. 8 Edw. 7, c. 69, s. 228. Companies Liquidation Account defined. 8 Edw. 7, c. 69, s. 339. Separate accounts of particular 8 Edw. 7, c. 69, s. 231. Officers and remuneration. 8 Edw. 7, c. 69, ss. 233, 234. Rules and fees for winding-up and local registers and procedure. 8 Edw. 7, c. 69, s. 237. Fees and costs to assimilate to those in original jurisdictioin of court. Registrar of Companies may strike defunct company off register. 8 Edw. 7, c. 69, s. 242. Registration office. 8 Edw. 7, c. 69, s. 243. Fees. 8 Edw. 7, c. 69, s. 244. Application of Ordinance to companies formed under former Ordinances. 8 Edw. 7, c. 69, s. 245. Application of Ordinance to companies registered under former Companies Ordinance. 8 Edw. 7, c. 69, s. 246. Ordinance No. 1 of 1865. Companies capable of being registered. 8 Edw. 7, c. 69, s. 249. [s. 227 contd.] Ordinance No. 1 of 1865. Definitiion of joint-stock company. 8 Edw. 7, c. 69, s. 250. Liability of bank of issue unlimited in respect of notes. 8 Edw. 7, c. 69, s. 251. Requirements for registration by joint-stock companies. 8 Edw. 7, c. 69, s. 252. Requirements for registratiion by other than joint-stock companies. 8 Edw. 7, c. 69, s. 253. Authentication of statements of existing companies. 8 Edw. 7, c. 69, s. 254 Registrar may require evidence as to nature of company. 8 Edw. 7, c. 69, s. 255. On registration of banking company with limited liability, notice to be given to customers. 8 Edw. 7, c. 69, s. 256. Examptiion of certain companies from payment of fees. 8 Edw. 7, c. 69, s. 257. Addition of Limited to name. 8 Edw. 7, c. 69, s. 258. Certificate of registratioin of existing companies. 8 Edw. 7, c, 69, s. 259. First Schedule. Table B. Vesting of property on registration. 8 Edw. 7, c. 69, s. 260. Saving for existing liabilities. 8 Edw. 7, c. 69, s. 261. Continuation of existing actions. 8 Edw. 7, c. 69, s. 262. Effect of registration . 8 Edw. 7, c. 69, s. 263. First Schedule. Table A. [s, 241 contd.] Power to substitute memorandum and articles for deed of settlement. 8 Edw 7, c. 69, s. 264. Power of court to stay or restrian proceedings. 8 Edw. 7, c. 69, s. 265. Actions stayed on winding-up order. 8 Edw. 7, c. 69, s. 266. Meaning of unregistered company. 8 Edw. 7, c. 69, s. 267. Ordinance No. 1 of 1865. Winding-up of unregistered companies. 8 Edw. 7, c. 69, s. 268. [s. 246 (1) contd.] Contributories in winding-up of unregistered company. 8 Edw. 7, c. 69, s. 269. Power of court to stay or restrain proceedings. 8 Edw. 7, c. 69, s. 270. Actions stayed on winding-up order 8 Edw. 7, c. 69, c. 271. Directions as to property in certain cases. 8 Edw. 7, c. 69, s. 272. Provisions of Part VIIIof Ordinance cumulative. 8 Edw. 7, c. 69, s. 273. Requirements as to companies established outside the Colony. 8 Edw. 7, c. 69, s. 274. [s. 252 contd.] Power of companies incorporated outside the Colony to hold lands by consent. 8 Edw. 7, c. 69, s. 275. Prosecution of offences. 8 Edw. 7, c. 69, s. 276. Ordinance No. 3 of 1890. Application of fines. 8 Edw. 7, c. 69, s. 277. Costs in action by certain limited companies. 8 Edw. 7, c. 69, s. 278. Penalty for failure to pay fine. Power of court to grant relief in certain cases. 8 Edw. 7, c. 69, s. 279. Penalty for improper use of word Limited. 8 Edw. 7, c. 69, s. 282. Interpretation. 8 Edw. 7, c. 69, s. 285. Articles. First Schedule. Table A. Books and papers. China company. China Orders in Council. [s. 261 contd.] Company. The court. Debenture. Director. Document. Existing company. Ordinance No. 1 of 1865. General rules. Hongkong China company. Memorandum. Minister. Prescribed. Prospectus. Registrar. Registration of Companies. Registrar of Companies at Shanghai. Share. Supreme Court for China. Repeal of Ordinance and savings. 8 Edw. 7, c. 69, s. 286. Ordinance Nos. 1 of 1865, 1 of 1866, 16 of 1907, 7 & 21 of 1908 & 20 of 1909. Saving of pending proceedings for winding-up. 8 Edw. 7, c. 69, s. 287. Saving of deeds. 8 Edw. 7, c. 69, s. 288. Former registers and Registrar continued. 8 Edw. 7, c. 69, s. 289. Saving for existing rules of procedure, &c. 8 Edw. 7, c. 69, s. 290. Ordinance No. 1 of 1865. Substitutiion of provisions of this Ordinance for provisions of repealed Ordinances. 8 Edw. 7, c. 69, s. 291. Saving for Life and Fire Insurance Companies Ordinances. Ordinances Nos. 11 of 1907, and 3 of 1908. Establishment of register and Registrar of Compamies at Shanghai. Validity of acts done by or before Shanghai Registrar. Filing of documents. Fees in case of China company. First Schedule. Table B. Notices to be given by companies. [s. 271 contd.] Transfer on notice by company. Transfer on motion of Registrar. [s. 271 contd.] Appeals. Notices to be registered. Jurisdictiion of Hongkong court and supreme Court for China in maters relating to Hongkong China companies. Enforcement in Colony of order of Supreme Court for China. Sections 35, 36 and 37 not to apply to China companies. Stamp duties on transfers of shares. Probate and estate duty. China companies to pay an annual free. Refund of local register licence fee. Penalty. China company, control of. [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule Table A contd.] [First Schedule contd.] [First Schedule Table B contd.] [Second Schedule contd.] [a] For definition of vendor, see section 83(2) of the Companies Ordinance, 1911. [b] see section 83 (3) of the Companies Ordinance, 1911. [Second Schedule contd.] [Third Schedule contd.] [Third Schedule. Form B contd.] [Third Schedule. Form B contd.] [Third Schedule. Form B contd.] [Third Schedule contd.] [Third Schedule. Form B contd.] [Third Schedule contd.] [Third Schedule contd.] [Third Schedule. Form E contd.] [Third Schedule. Form E contd.] [Third Schedule contd.] [Third Schedule. Form G contd.] [Third Schedule contd.] [Third Schedule contd.] [Third Schedule contd.] [Third Schedule contd.] State how appointed, whether by resolution of the company or how otherwise.