Description
No. 58 of 1911.
To consolidate and amend the law relating to Companies.
1.-(1) The Companies Ordinance, 1911.
[In force Ist January, 1912.]
As amended by No. 16 of 1912.
As amended by No. 17 of 1912.
As amended by No. 43 of 1912 Supp. Sched.
(2) This Ordinance applies to every company registered in this
Colony either before or after the commeDeement of this Ordinance
and notwithstanding that the whole or part of its business is or may
be carried on elsewhere.
(3) The Court shall not, in dealing with or making orders in
respect of applications made to it under this Ordinance, take into
consideration the fact that it may be difficult or impossible to
enforce them.
PART 1.
CONSTITUTION AND INCORPORATIONS.
Prohibition of Large Partnerships.
2. No cornpany, association, or partnership consisting of more
than -20 persons shall be formed for the purpose of carrying 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 com-
pany 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 7 or more persons (or, where the company to be formed
will be a private company within the meaning of this Ordinance, any
or more persons.) associated for any lawful purpose may, by
subscribing their names to a memorandum of association and other-
wise complying with the requirements of this Ordinance in respect
of registration, form an incorporated company, with or without
limted 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 shares repec-
tively held by them (in this Ordinance, termed a company limited by
shares); or
(ii) a companv having the liability of its members limited by the
memorandum to such amount as the members may respectively
thereby undertake to contribute 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 mem-
bers (in this Ordinance termed an 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) the address in the Colony at which the registered office of the
company is to be situate;
(iii) the objects of the company;
(iv) that the liability of the members is limited;
(v) the amount of share capital with which the company pro-
poses 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-
(j) the name of the company, with---Limited---as the last word
in its name;
0i) the address in the Colony at which the registered office of the
company is to be situate;
(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.
(12) If the company has a share capital-
(1) 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 sub scriber 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) the address in the Colony at which the registered office of the
company is to be situate -
(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 each subscriber in the presence of at
least one witness who must attest the signature.
8. A company way not alter. the conditions contained in its me-
morandum except in the cases 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 signifies its consent in such inanner as the Registrar
requires.
(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-men-
tioned company may, with the sanction of the Registrar, change
its name.
(3) Any company may, by special resolution and with the approval
of the Governor signified in writing, change its name.
(4) Where a company changes its name, the Registrar shall enter
the new name on the register in place of the former name, and
shall issue a certificate of incorporation altered to meet the circum-
stances of the case.
(5) The change of name shall not affect any rights or obligations
ofthe 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 commenced against it by its new name.
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 efficiently;
or
(b) to attain its main purpose by new or improved meavis; or
(c) to enlarge or change the local area of its operations; or
(d) to carry on some business which tinder existing circumstances
may conveniently or advantageously be combined with the busi-
ness of the company; or
(e) to res ' trict or abandon any of the objects sepecified 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 inust be satisfied-
(a) that sufficient notice has been given to every holder of deben-
tures of the company, and to any persons or class of persons whose
interests will, in the opinion of the Court, be allected by the altera-
tion; and
(b) that, with respect to every creditor who in the opinion of the
Court is entitled to object, and who signifies his objection lit manner
directed by the Court, either his consent to the alteration has been
obtained or his debt or clairn has been discharged or has determined,
or has been secured 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 required by this sec-
tion.
(4) The Court may make an order confirming the alteration 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 of them, as well as to the rights and
interests of the creditors, and may, if it thinks fit, adjourn the
proceedings in order that an arrangement may be made tQ the
satisfaction of the Court for the purchase of the interests of dissen-
tient members; and may give such directions and inake such orders
as it may think expedient for facilitating or carrying into effect any
such arrangement : Provided that no part of the capital of the
Company may be expended in any such purchase.
(6) An office copy of the order confirming the alteration, together
with a printed copy of the memorandum as altered, shall, within 28
days from the date of the order, be delivered by the company to
the Registrar of Companies, and lie 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 confirmation thereof have been
complied with, and thenceforth the memorandum so altered shall
be the memorandum of the company.
The Court may by order at any time extend the time for the
delivery of documents to the Registrar under this section for such
period as the Court may think proper.
(7) If a company makes default in deliveriDg to the Registrar of
Companies any docinuent required by this section to be delivered to
him, the company shall be liable to a fine not exceeding 100 dollars
for every day during which it is in default.
Aricles of Association.
11-(1)There rnay, in the case of a company limited by shares,
and there shall in the case of a company lunited by guarantee or
unlimited, be reristered with the memorandum articles of associa-
tion signed by the subscribers to the memorandum and prescribing
regulations for the company.
m
(2) Articles of association may adopt all or any. of the regulations
contained in Table A in the 1st 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 to
determine the fees payable on registration.
As amended bv No. 50 of 1911.
12. In the case of a company limited by shares and registered after
the commencement of this Ordinance, if articles are not registered,
or, if articles are registered, in so far as the articles do not exclude
or modify the regulations in Table A M the Ist schedule, those
regulations shall, so far as applicable, be the regulations of the
company in the same manner and to the same extent as if they were
contained in duly registered articles.
13. Articles must--
(a) be printed;
(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 associa-
tion in the presence of at least one witness who must attest the
signature.
14. Subject to the provisions of this Ordinance and to the con-
ditions contained in its memorandum, a company may by special
resolution alter or add to its articles; and any alteration or
addition so made shall be as valid as if originally contained in the
articles, and be subject in like nianner to alteration by special
resolution.
General Provisions.
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 inember,
and contained covenants on the part of each member, his hen's'
executors, and administrators, to observe all the provisions of the
memorandum 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 hini to the com-
pany, and shall be of the nature of a specialty debt.
16. The meniorandum and the articles (if any) shall be delivered
to the Registrar of Companies, and lie shall retain and register
them.
17.-(1) On the registration of the memorandum of a. company
the Registrar shall certify under his hand that the company is incor-
* As amended by 'No. 50 of 1911,
porated, and in the case of a limited company that the company is
limited.
(2) From the date of incorporation mention ' ed in the certificate of
incorporation, the subscribers of the memorandum, together with
such other persons 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 of the members to contribute to the assets of the company
in the event of its being wound up as is mentioned in this Ordinance.
18.-(1) A certificate of incorporation given by the Registrar 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 compliance with all or any of the.
said requirements shall be produced to the Registrar, and the
Registrar may accept such a declaration as sufficient evidence of
compliance.
19.-(1) Every company shall send to every member, at his
request, and on payment of 1 dollar or such less sum as the com-
pany may prescribe, a copy of the ineinoranduin and of the articles
(if any).
(12) If a company makes default in complying with the require-
ments of this section, it shall be liable for each offence to a fine not
exceeding 10 dollars.
Associations not for Profit.
26. 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 2
acres of land; but the Governor may by licence empower a;ny such
company to hold lands in such quantity, and subject to such con-
ditions, as he may think fit.
21.-(1) Where it is proved to the satisfaction of the Governor
that an association about ot 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 prom oting its objects, and to prohibit the pay-
ment of any dividend to its members, the Governor may by licence
direct that the associafion be registered as a company with limited
liability, without the addition of the word---Limited---to its name,
and the association may be registered accordingly.
association about to be formed as a limited company is to be
(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 direct, 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 subject 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 anvAirne be revoked by
the Governor, and upon revocation the Registrar shall enter the
word---Limited---at the end of the name 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,
21-(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 memor-
andum 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
As amended by No. 17 of 1912.
any resolution, of any company limited by guarantee and registered
on or after the date of the commencement of this Ordinance, pur-
porting to divide the undertaking of the company into shares or
interests shall be treated as a provision for a share capital, notwith-
standing that the nominal amount or number of the shares or
interests is not specified thereby.
PART H.
DiSTRIBUTION AIND REDUCTION OF SHARE CAPITAL,
REGISTRATION OF UNLIMITED COMPANY As LIMITED
AND UNLIMITED 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 dis-
tinguished by its appropriate number.
24. A certificate, under the common seal of the company, specify-
ing 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, company shall
be deemed to have agreed to become members of the company, and
on its reoistration shall. be entered as members in its register of
memberes.
(.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 a register
o s members, and enter therein the following particulars
(i) the names and addresses and the occupations, if any, of the
members, and in tbe, case of a. company having a share capital a
statement of the shares held by each. member, distinguishing each
share by its number, and of the amount paid or agreed to be con-
sidered 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 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) If a company falls to comply with this section it shall be liable
to a fine not exceeding 50 dollars for every day during which the
default continues; and every director and manager of the company
who knowingly and wilfully authorises or permit- the delault 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 persons who, on the day of the
ordinary annual general meeting in the year, are mern ' bers 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 occupations of
all the past and present members therein mentioned, and in case of
Chinese members their names and addresses, and occupations, if
any, 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 shall
members and have ceased to be members respectively and the dates
of reggistration of the, transfers, and must contain a summary dis-
tinguishing between shares issued for casil and shares issued as fully
or partly paid up otherwise than in cash, and specifying the follow-
ing particulars
(a) the amount of the share capital of the coinpany and the nilm-
ber of the shares into which it is divided;
(b) the number of shares taken from the corninencement 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;
the total amount of the sums (if any) paid by way of commis-
sion in respect of any shares or debentures, or allowed by way of
discount in respect of any debentures, since the date of the last
return;
(q) 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;
4s amended by No. 43 of 1912 Supp. Seted.
(i) the total amount of share warrants issued and surrendered
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, or occupy the position of
directors, by whatever riame called ;
(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 tinder this Ordinance;
(it) in the case of a company which has a, local register licence
under section 3.5), the number of shares on such local register and
their distinguishing numbers or marks if any.
(3) The sunimary must. also (except where the company is a
private company) include a statement, made tip 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 audi-
tors, and containing a, summary of its share capital, its liabilities,
and its -assets, givIng such particulars; as disclose the general
nature of those liabilities and assets, and how the values of the fixed
assets have been arrived at. Such suminary shall also include a
statement of profit and loss.
(4) The above, list and summary must be contained in a separate
part of the register of members, and must be completed within 31
days after Ibe ordinary annual general meeting aforesaid, and the
company must forthwith forward to the Registrar of Conipa;nies a
copy signed by the manager or by the secretary of the conipany.
n
(.5) If a company makes default ub complying with the require-
nients of this section it shall be liable to a, fine riot exceeding .50
dollars for every day during which the default continues, and every
director and manager of the company who knowingly and wilfully
authorises or parmits the default shall be liable to the- like penalty.
28. No notice of any trust, expressed, implied, or constructive,
shall be entered on the. reffister, or be receivable by the Registrar.
29. On the application of the transferor of any share or interest
in a company, the conipanv 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 instrit-
ment of transfer.
31-(1) The register of inembers, commencing, from tbe, date of
the registration of the company, shall be kept at the registered office
of the company, and, except when closed tinder the provisions of
this Ordinance, shall during business hours (subject to such reason-
able restrictions as the company in general meeting may impose, so
that not less than 2 hours in each day be allowed for inspection) be
open to the inspection of the Registrar of Companles or of any 11will-
her without fee, and to the inspection of any other person on payinent
of 50 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 suminary required
by this Ordinance or any part thereof, on payrnent of -2.5 cents or
such less sum as the company may prescribe, for every 100 words or
fractional part thereof required to be copied.
(3) If any inspection or copy required tinder this section is refused,
the company shall be liable for each refusa.1 to a fitte not exceeding
20 dollars, and to a further fine not exceeding 20 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 cornpany with the exercise of a reasonable amount of
diligence the company shall be liable to the sarne penalites 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 Colony, 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 30 days in each year.
As atilended by No. 16 of 1912.
31-(1) If-
(a) the name of any person is, without sufficient cause, entered in
or omitted from the register of ineinbers 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 com-
pany, may apply to the Court for rectification of the register.
(.2) The application may be made by inotion 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 applica-
tion, or may order rectification of the register, and payment by the
company of any damages sustained by any party aggrieved.
(3) On any application tinder 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 meiribers 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
a list of its members to the Eegistrai. of Companies, the Court, when
making an order for rectification of the register, shall by its order
direct notice of the rectification to be uiven to the Begistrar.
34. The, registere of inettibers shall bc prinid facic evidence of any
matters by this Ordinance direeted or authorised to be inserted
therein.
35.-(1)The Registrar of Companies may, subject to instruction
0from the Governor, issue an animal 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 bv its regnlations as originally framed or as alter-
ed by special resolution, to keep in any place in which it transacts
business a register or registers of members : Provided that a com-
pany applying for such licence imist satisfy the Registrar by a
statutory declaration to be filed with him 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.
As amended by No. 16 of 1912.
As ~kli~C~IL(Ied by No. 50 of 1911, No. 16 of 1912 and No. 43 of 1912.
Every such licence shall be valid only until 31st December next I
following the date on which it is issued : Provided always that where r
the period between the date of the issue of a licence and the 31st
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 4 cents for every 100 dollars of the
paid tip 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 4 months of the date of the licence.
(3) The company shall give to the Registrar 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 discontinuance of any such office in the event of
the same being discontinued.
(4) A local register shall, as regards the particulars entered therein,
be deemed to be a part of the company's register of members, and
shall be bond 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 transinit to its registered office in Hong-
kong a copy of every entry in its local register or registers as soon
as may be after such entry is inadc, and the company shall cause to
be kept at its registered office, duly entered up from time to time,
a duplicate or duplicates of local register or registers. The pro-
visions of section 126 shall apply to every such duplicate, and every
such duplicate shall, for all the purposes 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 principal 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 re-
gister, 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.
c
(8) In relation to stam duties the followiner provisions shall have
effect :-
(a,) an instrument of transfer of a share registered in a local
register under this Ordinance, shall, unless executed within the
Colony, be expempt from stamp duty;
(b) 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
of administration is or are to be granted or whereof an inventory is
to be exhibited and recorded;
(c) subject to the provisions of this Ordinance, any company.may
by its regulations as originally framed, or as altered by special
resolution, make such provisions as it way think -fit respecting the
keeping of local registers.
36-(1)When the Registrar has reasonable cause to believe that
a company is keeping in any place where it transacts business out-
side 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 2 months from the
date. ol such notice the narne of the company mentioned therein will,
unless cause to the contrary be shown, be struck off the register and
the company will be dissolved.
(22) At the expiration of the time mentioned in the notice the
Registrar niav, unless cause to the contrary is previously shown by
the company sirike 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 : Pro-
vided that the liability, if any, of every director, managing officer,
and inernber of the compaDY shall continue and may be enforced as
if the Cornpany had not been dissolved.
(3) If any company or nieniber thereof feels aggrieved by the
name oil' such company having been struck off the register in pur-
suance of this section, the company or member may apply to the
Court, and the Court, if it be satisfied that it is just to do so, may
order the narne of the company to be restored to the register, and
thereupon the company shall be deemed to have ceintinued in exist-
ence as if the naine had never been struck off : and tl~e 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 POsi-
tion, as nearly as may be, as if the name of the conipany had never
been struck off.
(4) 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 Companies, may be sent to each of the
persons who subscribed the memorandum, addressed to flim at the
address mentioned in the memorandum.
37. If a company makes default in complying with any of the 1
provisions of section 35, or of any regulation relating thereto, it shall
be liable to a penalty not exceeding .50 dollars for every, day during
which the default continues, and every director or inanager ol the,
company who knowingly or wilfully authorises or permits the
default shall be liable to the like penalty.
38-(1) A company limited by shares, if so authorised by its
articles, may, with resPect to anypaid-up shaxes, or to stock
issue under its common seal a warrant statin- that the bearer of the
warrant is entitled to the share or stoelc therein specified, and may
provide, by coupons or otherwise, for the pay---nient of the future
dividends on the shares or stock inchided 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, amd the shares or stock may be trans-
ferred by delivery of the warrant.
(3) The bearer of a share warrnt 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 can-
celled.
(4) The bearer of a share warrant may, if the articles off the
company so provide, be deemed to be a member of the company
within the meaning of this Ordinance, either to the full extent or
* ks anxended by ^No. 16 of 1912,
for any purposes defined in the articles; except that he shall not
be qualified in respect of the shares or stock specified in the war-
rant 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 he 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 tbe 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 particulars shall
be deemed to be the particulars required by this Ordinance to be
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 ceased to be a member.
39-(1) If any person-
(i) with intent to defrand, forges or alters, or offers, utters, dis-
poses of, or puts off, knowing the same to be forged or altered, any
share. warrant or coupon, or any document purporting to be a
share warrant or coupon, issued in Pursuance of this Ordinance; or
by ineans of any such for-ed or altered share warrant, coupon, or
docunient, purporting as aforesaid, dernands or endeavours to
obtain or receive any share or interest in any company under this
Ordinance, or to receive any dividend or money payable in
respect thereof, knosvino, the warrant, coupon, or document to be
forged or altered; or
(ii) falsely and decitfully personates any owner of any share or
interest in any cpmpany of any share warrant or coupon, issued
this Ordinance, and thereby obtains or endeavours
in pursuance
to obtain any such share or interest or share warrasit 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,
he shall be guilty of felony, and shall be liable to imprisonment for
life.
* As amended by No. 30 of 1911 and No. 16 of 1912.
(12) If any person without lawful authority or excuse, engraves
or makes on any plate, wood, stone, or other material any share
warrant or coupon purporting to be a share warrant or coupon issued
or made by any particular company in pursuance of this Ordinance,
or to be a blank share warrant or coupon so issued or inade, or to be
a part of such a share warrant or coupon, or uses any such plate,
wood, stone, or other material for the making or printing of any
such share warrant or coupon, or of any such blank share warrant
or coupon, or any part thereof respectively, or other knowingly has in his
custody or possession any such plate, wood, sto.ne, or other material,
he shall be.guilty of felony and shall be liable to imprisonment for
any term not exceeding 14 years.
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 difference be-
tween. the shareholders in the antounts and tinies of pavinent of calls
on their shares;
(2) accept from a;ny member who assents thereto the. whole or a
part of the amount remaining tinpaid on any shares held by him
although no part of that amount has been. called up;
(3) pay dividend in proportion to the aniount paid up an eacb
share where a larger amount is paid up an 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 distri-
btited 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 com-
pany, 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 CompaDies, but the other provisions of this
Ordinance with respect to reduction of share capital shall not apply
to a reduction of paid-up capital under this section.
(3) On a reduction of paid-up capital in pursuance of this section
any shareholder, or any one or more of several joint shareholders,
may within one mo-nth 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 com-
pany 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 has 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 future calls which may be rnade to replace the share capital so
reduced 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 tha:n the amount of
the call.
(5) On a reduction *of pald-up share capital in pursuance of this
section, the powers vested in the directors of making calls on share-
holders in respect of the amount unpaid on their shares shall extend
to the amount of the unpaid share capital as augmented by the re-
duction.
(6) After any reduction of share capital uner 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 share-
holders in pursuance of this section, and shall specify in the state-
ments 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 issite 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 recon-
vert that stock into paid-up shares of any denomination;
(d) subdivide its shares, or any of them, into shares of smaller
amount than is fixed by the memorandum, so, however, that in the
subdivision the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall be the same as
it was 'm 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 tbat 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 s
division of shares must be exercised bY special resolution.
(3) Where any alteration has been made under this section in
the memorandum of a, company, every copy of the memorandum
issued after the date of the alteration shall be in accordance witjb
the alterdtion.
If a company makes default in complying with this provision it
shall be liable to a fine not exceeding 10 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 reduction of share capital within the nicaning of
this Ordinance.
43. Where a company having a. share capital has consolidated 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 consolidation, division, conversion, or reconversion specifying
the shares consolidated, divided, converted, or the stock reconverted.
44. Where a company having a share capital has converted any
of its shares into stock, and given notice of the conversion to the
Registrar of Companies, all the provisions of this Ordinance which
are applicable to shares only shall cease as to so much of the share
capital as is converted into stock; and the register of members of the
company, and the list of members to be forwarded to the Registrar,
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.-M 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 Com-
panics, in the case of an increase of share capital, within 28 days
after the passing, or in the case of a special resolution the confirma-
tion, of the resolution authorising the increase, and in the case of an
increase, of members within 15 days after the increase was resolved
on or took place, notice of the increase of capital or niembers, and
the Registrar shall record the increase.
(2) If a company makes default in complying with the require-
ments of this section it shall be liable to a fine not exceeding 50
dollars for every day during which the default continues, and every
director and manager of the company who knowingly and wilfully
atithorises or perinits the different shall be liable to the like penalty.
46.-(1) A conipany limited by shares special resolution
confirined by an order of the Court, modify the conditions contained
in 1 ieinoranduni so as to reorganise 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 privilege attached to or
belonging to any class of shares shall be. interfered with except by
a resolution passed by a majority in number of shareholders of that
class holding thiee-fourths of the share capital of that class
and confirmed at a meeting of shareholders of that class in the
same manner as a special resolution of the company is required to
be confirmed, and every resolution so passed shall bind all share-
holders of the class.
(2) Where an order is made mider this section an office copy
thereof shall be filed with the Registrar of Companies within 7 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
respect 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, pay off any paid-up sliare capital which is in excess
of the wants of the company,
and may, if and so far as is necessary, alter its ineinoranduni by
reducing the amount of its share capital and of its shares according-
ly.
(2) A special resolution under this section is in this Ordinance
called a resolution for reducing shave capital.
48. Where a company has passed and confirnied a resolution for
reducing share capital it may apply by petition to the Court for an
order confirming the reduction.
49. On and from the confirmation by a company of a resolution
for reducing share capital, or where the reduction does not involve
either the diminution of any liability in respect ot unpaid share
capital or the payment to any shareholder of any paid-up share
capital, then on and from the presentation of the petition for con-
firming the reduction, the company shall add to its nanie, 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 tha t, 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
* Ar. amended by No. 5( of 1911 and No. 16 of 1912.
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 aseerta,In, as far as possible without re-
quiring an application from any creditor, the names of those credi-
tors and the nature and amount of their debts or claims and may
publish notices fixing a day or days within which cred' ors not en-
tered 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 com-
pany 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, though not admitting it, is willing to provide for it, then the
full aniount of the debt or claim:
(11) 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 con-
tingent or not ascertained, then an amount fixed by the Court after
the like 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 determined, or has
beer). 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
ù company, and the delivery to him of a copy of the order and of
ù 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 shares 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 reduc-
ing 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 shall certify under his hand the registration of
the order and minute, and his certificate shall be conclusive evidence
that all the requirements.of this Ordinance with respect to reduction
of share capital have been complied with, and that the share capita 1
of the conil any is such as is stated in the inrinute.
51-M The minute when registered shall be deemed to be sub-
stituted 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 registration.
(2) If a company makes default in complying with the require-
ments of this section it shall be liable to a fine not exceeding 10
dollars for each copy in respect of which defauilt is made, and every
director and n~anager of the company who knowingly and wilfully
authorises or permits the default shall be liable to the like penalty.
54. A meniber of the con-ipany, past or present, shall not be liable
in respect of any share to any call or contribution exceeding in
amount the difference (if any) between the amoitnt 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 arnotint 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 amount ol` his debt or claim, 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 aniount which he would have been liable to contribute
if the company had commenced to be wound up on the day before
that registration and
Q1) if the company is wound up, the Court, on the application
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 con-
tribute, 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 contributories
among themselves.
55. If any director, manager, or officer of the company wilfully
conceals the narne of any creditor entitled to object to the reduc-
tion, or wilftilly misrepresents the nature or amount of the debt
or claim of any creditor, or if any director or manager of the com-
pany aids or abets in or is privy to ally such concealment or
misrepresentation as aforesaid, every such director, manager, or
officer shall be guilty of a misdemeanor.
56. In any case of redtiction of share capital, the Court may
require the company to publish as the Court directs the reasons for
reduction, or such other inforination in regard theretp as the Court
may think expedient xvith 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 an or after
the date of the coininencement of this Ordinance, may, if it has a
share capital, and is so authorised by,Its artieles, increase or reduce,
its share, capital in the sanie inamier and subject to the same con-
ditions in and subject to which a. company limited by shares may
increase or redite its share. capital tinder the provisions of this
Ordinance.
Registration of Unlimited Company as Litnited.
58-0) Subject to the Provisions of this section, any company
registered as iinlimited way recrister tinder this Ordinance as limited,
or any conipatiy already registered as a limited company, may re-
reolister tinder this Ordinance but the registration of an unl mited
company as a company shall not affect any debts, liabilities,
* As amended by No. 17 ol 1912~
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 of this Ordinance in the case of a company
registered in pursuance of that Part.
(2) On registration in pursuance of this section the Registrar
shall close the former registration of the company, and inay dis-
pense with the delivery to hint 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 aforesald, the, registration
shall take place in the same manner and shall have the sanie effect
as if it the first registration of the company tinder this Ordi-
nance, and as if the provisions of the Ordinance or Ordinances tinder
which the company was previously registered and regiflated liad
been contained in different Ordinances froin those tinder which the
cornpany is registered as a limited company.
59. An unlimited company having a share capital may, by its re-
Solution for registration as a limited compativ in porstiatice of thlis
Ordinance, do either ot. both of the followitig, things, nalitely
(a) increase. the nominal arnotint of its share. capital by increasing
the nominal amount of cacb of its shares, but subject to the con-
dition that no part of capital shall be capable. of being
called up except in the event and for the purposes of the company
being wound up;
(b) provide that a. specified portian of its uncalled share capital
shall not be capable of being called lip except in the event and for
the purposes of the coinpany b.eing wound iip.
Reserve Liability of Limited company
60. A limited company may by special resolution determine 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 eventand 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 provided by the
memorandum, be unlimited.
AS Rinended by No. 43 of 1912 Supp. Sched.
(2) In a limited company in which the liability of a director or
nianager is unlimited, the directors or inanagers 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 person holding
that office will be unlimited, and the promoters, directors, managers,
and secretary (if any,) of the company, or one of theni, shall, before
the persoll accepts the office or acts therein, give him notice in
writing that his liability will be unlimited.
(3) If any director, manager, or proposet. makes default in adding
such a statement, or if any promoter, director, manager, or secretary
makes default in ---iving such a notice, he shall be liable to a, fine
not exceeding 1,000 dollars, and shall also be liable for any damage
which the person so elected or appoilited may sustain from the
default, but the liability of the person elected or appointed shall not
be affected by the default.
62.-(1)A limited company, if so autflorised by its articles, may,
by special resolution, alter its, memorandiun so as to render un-
limited the liability of its directors, or managers, or of any managing
director.
(2) Upon the contirmation of any sitch special resolution the
provisions thereof shall be as valid as 1,~ 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 confirniatian of the resolution.
(3) If a company makes default in complying with the require-
inents of this section, it shall be liable to a fine not exceeding 1~
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.
MANAGEMWT And ADMINISTRATION
Office and Navie.
63-(10) Every company shall have a registered office in the
Colony 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) If a company carries on business without complying with the
requirements of this section it shall be liable to a fine not exceed-
ing 50 dollars for every day during which it so carries on business.
64.-(1) Every limited company-
(a) shall paint or affix, and keep painted or affixed, its name on
the outside of every office or place in which its business is carried
on, and on the outside of its registered offic-e, in a conspicuous
position, in letters easily legible;
(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 coni-
pany, and in all bills of exchange, promissory notes, endorsements,
cbeques, 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, a;nd letters of credit of the company
(d) any limited conipany with a Chinese name or using a Chinese
equivalent shall -append thereto the Chinese charactel
(2) If a limited company does not paint or affix, and keep painted
or affixed, its naine in manner directed by this Ordinance, it shall
be liable to a fine not exceeding 50 dollars for not so paintiDg or
affixing its nanie, and. for every day during which its naine is riot
so kept painted or ailixed, and every, director and manager of the
company who knowingly and wilfully autoourise or perinits the
default shall be liable to the like penalty.
(3) 11 any director, manager, or officer of a llinited coinpany, or
any person on its behalf, uses or authorises the tise of any scal pkir-
porting to be a seal of the company wheron its name is not so
engraven as aforesaid, or issues or authorises the of any
notice, advertisement, or other official publication of tbe company,
or signs or authorises to be signed on behalf of the company any
bill or exchange, promissory Dote, endorsement, 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 500 dollars, and shall further be
personally liable to the holder of any such bill of exchange, pro-
* As amended by No. 17 of 1912.
inissory note, cheque, or order for money or goods, for the amount
thereof, unless the same is duly paid by the company.
_Heetings and Proceedings.
65.-M A general meeting of every company shall be held once ' at
the-least in every calendar year, and not more than 1.5 nioliths after
the holding of the last preceding general ineeting, 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 defaull,
shall bc liable to a fine. not exceeding .500 dollars.
(2) When defaxilt has been made in holding a, ineeting, of the coin-
pany 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 thall one month nor more than 3 months from
the date at which the company is entitled to continence, business,
hold a general meeting of the members of the coinpally which shall
be called the statutory meeting.
(.2) The directors shall, at least 7 days before the clay on which the
ineetin'- is held, forward a report (In this OrdiDa;nce called - the
statutory report -) to every rtiember of the company and to every
other person entitled under this Ordinance to receive it.
(3)The statutory report shall be certified by not less than two
directors of the company, or, -,vhere there are less than two directors,
by the sole director and inanager, and shall state-
(a) the. total number of -,hares allotted, distinguishing share's
allotted as fully or partly paid up otherwise than in cash, and stat-
ing in the case of shares partly paid up the extent to which they are
so paid up, and in either ease the consideration for which they have
been allotted;
(b) the total anjount of cash received by the company in respect
of all the shares allotted, distinguisbed as aforesaid.
(e.) an abstract of the receipts of the company on account of its
capital, whether from shares or debentures, and of the payment.,
made thereout, up to a date within 7 days of the date of the reporr,
* As. amonded by No. 17 of 1912.
exhibiting under distinctive headings the receipts of the conipainy
from shares and debentures and otber sources, the payinents 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 dscriptions of the directors, audi-
tors, managers (if any), and secretary of the company and
(c) the particulars of any contract, the. inodification of which is to
be submitted to the meeting for itstogether with the
particulars of the modification or proposed modification.
(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 Gn capital
account, be certified as correct by the atiditors, if any, of the com-
pany.
(5) The directors shall cause a copy of the stattitory 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 catise a list showing the naines, descrip-
tions, and addresses of the members of the company, and the
number of shares held by thein respectively, to be produced at the
commencenient of the meeting and to remain open and accessible
to any member of the company during the continuance of the meet-
ing
(7) The members of the company present it, the ineeting shall be
at liberty to discuss any matter relating to the forniatiori of the coin-
pany, or arising out of the statutory report, whether previous notice
has been given or not, but no resolution of which notice has riot
been given in accordance with the articles may be llassed.
(8) The meeting may adjourn from time to tinic, and at any
adjourned meeting any resolution of which notice has been given in
accordance with the articles, either before or skibsequently 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 of. this Ordinance for winding up the company an 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 bs
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 com-
pany.
67.-(1) Notwithstanding anything in the articles of a company,
the directors of a, company shall, on the requisition 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, forth-
with 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 requisitionists and deposited at the registered
office of the conipany, 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 -21 days front the date of the requisition being so deposited,
the requisitionists, or a majority of them in value, may themselves
convene the, meeting, but any ineeting so convened shall not be held
after 3 months from the date of the deposit.
(4) If at any such meeting a resolution requiring confirmation at
another meeting is 1jassed, the directors shall forthwith convene 51
further extra ordinary general. ineeting for the purpose of considering
the resolution and, if tboughf 1A, of confirining it as a special
resolution ; and, if the directors do not convene the meeting within 7
days froin the date of the passing of the first resolution, the
Ists, or a majority of them in value, may themselves
requisitionists, or a majority of them in value, may themselves
convene the meeting .
(5) Any meetinle, convened under this section by the requisitionists
shall be convened in the same inaimer, 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 -ineeting of a company may be called by 7 days' notice in
writing served on every member in manner in which notices are
required to be served by Table A in the Ist schedule;
(ii) five members may call a meeting;
* As arnended by No. 50 of 191L
(iii) any person elected by the members present at a meeting may
be chairman thereof ;
(iv) every member shall have one vote.
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 extraordinaxy resolution when
it has been passed by 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 intentian to propose the resolution. as an extraordinary
resolution hag been duly given.
(2) A resolution shall be a special resolution when it has been-
(a) passed in manner required for the passing or an extraordinary
resolution; and
(b) confirmed by a majority of such inernbers 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 thari 14 days, nor more than
one month, from the date of the first meeting,
(3) At any meeting at which an extraordinary resolution is sub-
mitted to be passed or a special resolution is submitted to be passed
or confirmed, a declaration of the chairman thit the resolution is
carried shall, unless a poll is demanded, be conclusive 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 sub-
mitted to be passed or a special resolution is submitted to be passed
or confirmed a poll may be demanded, if demanded by 3 persons for
the time being entitled according to the articles to vote, unless the
articles of the company require a dernand by such number of such
persons, not in any case exceeding 5, as may be,speeified 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 manner provided by the
articles.
71.-(1) A copy of every special and extraordinary resolution shall
within 28 days from the confirmation of the special resolution, or
from the passing of the extraordinary resolution, -is the case may be,
be printed and forwarded to the Registrar of Conipanies, who shall
record the same.
(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 isstied after the confirmation of
the resolution.
(3) -Where articles have not been registered, a copy of every
special resolution shall be forwarded rin print to any member at his
request, on payment of 50 cents or stich less sum as the company
may direct.
(4) If a company makes default in printing or forwarding a copy
of a special or extraordinary resolution to the Registrar it shall be
liable to a fine not exceeding 20 dollars for every day during which
the default continues.
(5) If a company makes defaultinprinting or forwarding a copy
a copy of its articles or in forwarding in print to a meniber when
required by this section a copy of a special resolution, it shall be
liable to a fine. not exceeding 10 dollars for each copy in respect
of which default is made,.
(6) Every director and manager of a company who knowingly
and Wilfully authorises or permits any default by the company in
complying with the requirement,. of this section shall be liable to
the like penalty as is imposed by this section on the company for
that default.
72.-0) Every company shall catise minutes of all proceedings of
general inectinlas and of its directors to be entered in books kept
for that purpose.
(2) Any such minute if purporting to he signed by the chairman
of the meeting at which the proceedings were had, or by the chair-
man of the next succeeding meeting, shall be evidence of the pro-
ceedings.
(3) Until the contrary is proved, every general meeting'of the
company or meeting of directors in respect of the proceedings
whereof minuies 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 deenied to be valid.
Appointment, Qualification, and Duties, cCc., 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 on
behalf of the company, or in any statement in lien 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 him-
self 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 mirnber of shares not
less than his qualification (if any), or signed and filed with the
Registrar a contract in writing to take from the company and pay
for his qualification shares (i.f any).
(2) On the application for registration of the memorandum and
articles of a company the applicant shall deliver to the Registrar a
list of the persons who have consented to be directors of-the com-
pany, 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 500
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 iniposed by the
last section, it shall be the duty of every director who is by the
regulations of the company required to hold a specified share quali-
fication, and who is not already qualified, to obtain his qualification
* 4,s amended by No. 43 of 1.912 Supp. Sched,
within 2 months after his appointment, or such shorter time as may
be fixed by the regulations of the company.
(2) The office of director of a. company shall be vacated, if the
director does not within 2 months from the date of his appointment,
or within such shorter time as may be fixed by the regulations of
the company, obtain his qualification, or if after the expiration of
such period or shorter time he ceases at any time to hold his
qualification; and a person vacating office wider this section shall
be incapable of being re-appointed director of the company until he
has obtained his qualification.
(3) If after the expiration of the said period or shorter time any
unqualified person acts as a director of the company, he shall be,
liable to a fine not exceeding 50 dollars for every day between the
expiration of the said period or shorter 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 appointment or
qualification.
76-(1) Every coinpany sball keep at its registered office a
re-Ister containing the name and addresses and the occupations of
its directors, and send to the Registrar of Companies a copy thereof,
and froin time to time itotify to the Registrar any ebange among its
directors.
If default is made in compliance with this section, the com-
pany shall be liable to a fine not exceeding .50 dollars for every day
during which contimies; and every director of the com-
party who knowingly and wilfully authorises or permits the default
shall be liable to the like penalty.
Duties of Directors as to Accounts.
77.-(11) The directors shall cause true accounts to be kept-
(a) of the sums of money received and exi)en(led 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.
(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
shall always be open to the inspection of the directors.
Asainendel by No. 50 oi 1911, No. 17 of 1912, No. 43 of 1912
and NJo. 43 of 1912 Supp. Sched.
(3) The directors shall determine whether and to what extent and
at what times and places and under wbat 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 Ordi-
nance or authorised by the directors or by the company in general
meeting.
(4) Once at least in evetly year the directors shall lay before the
company in general meeting a. profit and loss account for the period
since the preceding account ot. (in the case of the first account) Since
the incorporation of the company, made tip to a date not more than
6 months before such inecting.
(5) A balance sheet shall be made out in every year and faid
before the company in general meeting made up to a date not more
than 6 months before suchThe balance sheet shall be
accompanied by a report of the directors as to the state of the coin-
pany's allairs, and the amount which fliey recotwilend to be paid by
way of dividend, and the amount, if any, wilich theY propose to
carry to a reserve fund.
(6) A copy of the balance sheet and report shall, 7 days previous-
ly to the meeting, be sent to the persons entitled to receive notices
of general meeting,,, in the inanner 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 director of the company wbo knowingly and wit-
fully authorises or permits tlie default shall be liable to a fine not
exceeding 500 dollars.
Contracts, &c.
78-(1)Contracts on behalf of a company may be made as
follows :-
(1) any contract which if made between private persons would be
by law required to be in writing under seal, may bc made on behalf
of the company, in writing under the common scal 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.
* As ainended by NTo. 50 of 1911.
char-ed therewith, may be rnade on behalf of the company in writ-
ing signed by any person acting under its authority, express or
implied, and may in the same manner he varied or discharged;
(iii) any contract which if made between private persons would
by law be valid although made by parol only, and not reduced into
writing ruay be made by parol on behalf of the company by any
person acting under its authority, express or implied, and may in
the same inanner be varied or discharged.
(2) All contracts inade according to this section shall be eflectual
in. law, wid 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 ofexchange or promissory note shall be deemed to have
been ruade, accepted, or endorsed on behalf of a company if inade,
accelned, or endorsed in the name oil, or by or on behalf or on
any by any person acting under its authority.
iceount of, the conip,
80. A company may, by writing under its common seal, empower
any person, either gnerally or 'it respect oi any specified matters,
as its attorney, to execute deeds on its behalf in any place not situate
in the Colony 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 its coinnion seal.
80-(1) A company whose objects require of comprise the trans-
articles, have for use in any terr' ory, district, or place not si
in the Colony, an official seal, which shall be a facsimile of the com-
mon 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 coninion. seal, authorise any person appointed for the pur-
pose in any territory, district, or other not situate in the Colony, to
affix the same, to any deed or other document to which the com-
pany is part in htat territury, 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 inentioned, 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 real
is affixed, certify the date and place of affixing the same.
(5) A deed or other document'to which an official seal is duly
affixed shall bind the company as if it had been sealed with the
common seal of the company.
Prospectus.
81-(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 be proved, be taken as the date of pub-
lication 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 registration
with the Registrar of Companies on or before the date of its pub-
lication, and no such prospectus shall be issued until a copy has
been so filed for registration.
(3) The Registrar 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 bas
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 50
dollars for every day from the date of the issue of the prospectus
until a copy thereof is so filed.
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 state-
(a) the contents of the ineworanduni, with the names, des-
criptions, and addresses of the signatories, and the number of shares
subscribed for by them respectively; and the inunber of founders or
management or deferred shares, if any, and the nature and extent
of the interest of the holders in the property, and profits of the
company; and
As amended by No. 16 of 1912. .
As ainerided by No. 43 of 1912 Supp. Sched.
(b) the number 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 pro-
posed 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 arnount offered for subscription on each previous allot-
ment made within the two preceding years, and the amount actually
allotted, and the amount, if any, paid on the shares 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 eTther
case the 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 compariv, or proposed so to be pur-
chased 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 thern. are a firm the members of the firm shall not be
treated as separate vendors ; and
(g) the amon.at (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
(it) 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 Subscriptions, 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 pay-
able to sub-underwriters and
(i) the ainount or estiniated amount of preliminary expenses; and
(j) the amount paid within the two preceding years, or intended
to be paid to any promoter, and the consideration for any such pay-
ment; 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
(1) the names and addresses of the auditors of the. company; 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 pro-
posed 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 other-
wise by any person either to induce him to become, or to qualify
him as, a director, or, otherwise for services rendered by him or
by the firm in connection with the promotion or formation of the
company; and
(n) where the company is a company having shares of more than
one class, the right of voting at meetings of the company conferred
by the several classes of shares respectively.
(2) For the purposes of this section every person shall be deem-
ed 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 subscription 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 takenon 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 expres-
sion ---sub-purchaser--- included a sub-lessee.
(4) Any condition requiring or binding any applicant for shares
or debentures to waive compliance with any requirement 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 section 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 number of shares subscribed for
by them.
(6) In the event of non-cornpliance with any of the requirements
of this section, a director or other persorn responsible for the pyo-
spectus 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 cognisant
thereof; or
(b) the non-compliance arose from an honest mistake of fact an
his part.
Provided that in the event of non-conipliance with the require-
ments 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 be proved that he had knowledge of the matters
not disclosed.
(7) This section shall not apply to a circular or notice inviting
members or debeDttire holders of a company to subscribe either for
shares or for debentures of the company, whether with or without
the right to renounce in favour of other persons, but subject as
aforesaid, this section shall apply to any prospectus whether issued
on or with reference to the formation of a conipany or subsequently.
(8) The requirements of this section as to the memorandum and
the qualification, remuneration, and interest of directors, the
narnes, descriptions, and addresses of directors or proposed direc-
tors, 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 this 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 de-
bentures unless before the first allotment of either shares or
debentures there has been filed with the Registrar of Companies a
statement 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 2nd 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 prospectns or statement in
lieu of prospectus, except subject to the approvA 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 having agreed to become a director
either immediately or after an interval of time, and every promoter
of the company, 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 pro-
spectus 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 therewith, 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
As amended by No. 50 of 1911 and No. 17 of 1912.
As amended by No. 16 of 1912 and NQ. 17 of 1912.
(b) with respect to every untrue statement purporting to be 'a
statement by or contained in what purports to be a copy of or ex-
tract from a report or valuation of an expert, that it fairly repre-
sented the statement, or was a correct and fair copy of or extract
from the report or valuatiou : Provided that the director, person
named as director, promoter, or person who authorised the issue of
the prospectus, shall be liable to pa3, 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 havino, consented to become a director of the company
he withdrew his consent before the issue of the prospectus, and it
was issued Nvithout his authoritv or consent : or
(ii) that the prospectu. was issued -without his knowledge or
sent, aud 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 affer the issue of the prospectus and before allotment
thereunder, lie, on becoming of any untrue statement therein,
withdrew his consent thereto, and gave reasonable public notice of
the withdrawal, and of the reason therefor.
(2) Where a company existing before the commencement 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 riot be liable in respect of any
statement therein, unless he has authorised the issue of the pro-
spectus, or has adopted or ratified it.
(3) Where the prospectus containq the name of a person as a
director of the company, or as having agreed to become a director
thereof, and he has not consented to become a director, or has with.
drawn his consent before the isque of the prospectus, and has not
authorised or consented to the issue thereof, the directors of the
company, except any without whose knowledge or consent the pro-
spectus 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 he made
liable by reason of his name having been inserted 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 named
as a director or as having agreed to becolne a 1 director, or of his
havilig authorised the issue of the prospectus, becomes liable to
make any payment under this section may recover contribution, as
in cases of contract, frorn any other person who, if sued separately,
would have been liable to make the sarne payment, unless the
person who bas become so liable was, and that other person was
not, guilty of fraudulent misrepresentation.
(.5) For the purposes of this section,-
promotor--- means a promoter who was a party to the prepara-
tion 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 cowpany
' expert--- includes engineer, valuer, accountant, and any other
person whose profession gives authority to a statement inade 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 Collowing
conditions have been complied -with, naniely :-
(a) the amount (if any) fixed by the memorandum or articles of
association and named in the prospectus as the winimuni subscrip-
tion upon which the directors may proceed to allotrueDt; or
(b) if no aniount 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 afore-
said shall be reckoned exclusively of any amount payable otherwise
As amended by No. 16 of 1912, No. 17 of 1912 and No. 43 of 1912
Supp. Sched.
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 5 per cent. of the nominal amount of the share.
(4) If the conditions aforesaid have not been complied with on
the expiration of 40 days after the first issue of the prospectus, all
nioney received from applicants for shares shall be forthwith repaid
to the applicants without interest, and, if any such money is not
so repaid within 48 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 5 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 inoiney was not due. to any misconduct or negligence on
his part.
(5) Any condition reclyuring or binding any applicant for shares
to waive complimice 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 shares offer-
ed 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 anv invitation to the public
to subscribe for its shares, no allotment shall be made unless the
mininium subscription (that is to say) :-
(a) the aniount (if any) fixed by the ineinorandurn or articles and
named in the statement in lieu of prospectus as the minimum sub-
scription upon which the directors may proceed to allotment; or
(b) if no ainount is so fixed and named, then the m-hole amount 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 5 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 the last foregoing section shall be
voidable at the instance of the applicant within one month after
the holding of the statutory meeting of the company and not later,
and shall be so voidable notwithstandIng that the company is in
course of being wound up.
(2) If any director of a company knowingly contravenes or permits
or authorises the contravention of any of the provisions of the last
foregoing section with respect to allotment he shall be liable to com-
pensate the company and the allottee respectively for any loss,
damages, or costs which the company or the allottee may have
sustained or incurred thereby : -Provided that proceedings to re-
cover any such loss, damages, or costs shall not be commenced after
the expiration of 2 years from the date of the allotment.
89.-(1) A company shall not commence any business or exercise
any 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 minimum subscription; 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 pro-
portion payable on application and allotment on the shares offered
for public subscription, or in the case of a company which does not
issue a prospectus inviting the public to subscribe for its shares, on
the shares payable in cash; and
(c) there has been filed with the Registrar of Companies a statu-
tory declaration by the secretary or one of the directors, in the
prescribed form, that the aforesaid conditions have been complied
with ; and
(d) in the case of, a company which does not issue a prospectus
inviting the public to subscribe for its shares, there has been filed
with the Registrar of Companies a statement in lieu of prospectus.
(2) The Registrar of Companies shall, on the filing of this statu-
tory declaration, certify that the company is entitled to commence
business, and that certificate shall be conclusive evidence that the
company is so entitled :
Provided that in the case of a company which does not issue a
prospectus inviting the public to subscribe for its shares the
* As amended by NO. 17 of 1912,
Registrar shall not give such certificate unless a statement in lieu of
a prospectus has been filed with him.
(3) Any contract made by a, company before the date at which it
is entitled to coninience-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 share and debentures or the
receipt of any money payable on application for debentures.
(5) If any company commences business or exercises borrowing
powers in contravention of this section, every person who is res-
ponsible for the contravention shall, without prejudice to any other
liability, be liable to a fine not exceeding 500 dollars for every day
during which the contravention continues.
(6) Nothing in this section shall apply to a private company or to
a cornpany registered before the commencement of this Ordinance
which does not issue a prospectus inviting the public to subscribe for
its shares.
90-(1) Whenever a company limited by shares makes any allot-
ment of its shares, the company shall within 6 weeks thereafter
file with the 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 the amount (if any)
paid or due and payable on each share; and
(b) in the case of shares allotted as Itilly or partly paid up other-
wise than in cash, a contract in writing constituting the title of the
allottee to sitch allotment together with any contract of sale, or for
services or other consideration in respect of which such allotment
was inade, such contracts being duly stamped, and a return stating
the number and norrunal ainoinit of shares so allotted, the extent
to which they are to be treated as paid up, and the coiDsideration
for which they have been allotted.
(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 ditty as would have been
payable if the contract had been reduced to writing, and those
As alilended by No. 16 of 1912.
particulars shall be deemed to he an instruinelit within the YneaniDg
of the Stamp Ordinance, 1901, and the Registrat may, as a con-
diton of filing the particulars require that the duty payable thereon
be adjudicated under section 9 of that Ordinance.
(3) If default is made in complying with the requirements of this
section, every director, nianager, secretary, or other officer of the
company, who is knowingly,a party to the default, shall be liable
to a fine not exceeding .500 dolhars for every day during which the
default continues :
Provided that, in case of default in filing with the Registrar of
Companies within 6 weeks after the. allotment any document required
to be filed by this section, the company, or any person liable for the
default, may apply to the C'ourt, for relief, and the Court, if satisfied
that the omission to file the doctiment was accidental or due to
inadvertence or that it is just and equitable to grant relief, may
make an order extending the tinie for the filing of the document for
such period as the Court may tbink proper.
Commission and Discounts.
91-(1) It shall be lawfifl for a. cortipany to pay a commission
to any person in consideration of his subscribing or agreeing to
subscribe, whether absohitelly or conditionally, for any shares in the
companvy or proenring. or.agreeing to procure snbscriptions, whether
absolute or conditional, for any shares in the company, if the pay-
ment of the commission is anthorised by the article-,, and the com-
mission 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 subscription,
disclosed in the prospectus; or
(b) in the case of shares not offered to the public for subscription,
disclosed in the statement in lieu of prospectus, or in a. statement
in the prescribed form 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 subscrip-
tions 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 payment of any
commission, discount, or allowance, to any person in consideration
of his subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any shares of the company, or procuring or agree-
ing to procure subscriptions, whether absolute or conditional, 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 the contract 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, promoter of, or other person who receives
payment in money or shares 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 commission 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.miieh thereof as has not been written off, shall be
separately stated in every balance sheet of the cornpany until the
whole amount thereof has been written off.
Payment of Interest out o Cauital.
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 on so ronch o~ that share capital as is for the time being
paid up for the perlod 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;
As amended bv No. 16 of 1912.
(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 circunAtances 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 liaIf year during
which the works or buildings have been actually completed or the
plant provided:
-(5) the rate of interest shall in no case exceed G 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 nhich 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.
Certificates of Share, dc.
94.-(1) Every company shall, within 2 rnonths after the allot-
nient oC any of its shares, debentures, or debenture stock, and
within 2 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 tile
certificates of all debentore stock aliotted or translerred, unless the
conditions of issue of the shares, debentures, or debenture stock
otherwise provide.
(2) If default is made in coinplying with the requirements of this
section, the company and every director, inanager. secretary, and
other officer of the company who is knowingly a party to the
default, shall be liable to a fine not exceeding 50 dollars for every
day during which the default continues.
Information as to Mortgages, Charges, dc.
95-(1) Every mortgage or charge created alter the commence-
ment of this Ordinance by a compariv registered m the Coloiny and
being either,-
(a) a mortgage or charge for the purpose of securing any issue of
debentures; or
* As aniended by No. 17 of 1912.
(b) a mortgage or charge on uncalled share capital of the com-
pany; or
(c) a mortgage or charge created or evidenced by an instrument
which, if executed by art 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 company; or
(f) a floating charge on the undertaking or property of the corn-
pany,
shall, so far as any security on the company's property or under-
taking is thereby conferred, be void against the liquidator and any
creditor of the company, unless the prescribed particulars of the
mortgage or charge, toYether with the instrument (if any) by which
the mortgage or charge is created or evidenced, are delivered to or
received by the Registrax of CoinpaDies for registration in nianner
required by this Ordinance within .5 weeks after the date of its
creation., Init without prejudIce to any contract or obligation for
repayrnent of the inoney thereby secured, and when a mortgage or
charge beconies void under this section the nioney secured thereby
shall immediately become payable;
Provided that-
(i) in the case of a mortgage or charge created out of the Colony
cornprHing solely property situate outside th6 Colony, 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, verified in
the prescribed inanner, shall have the sanie effect for the purposes
of this section as the delivery and receipt of the instrument itself,
and 5 weeks after the date on which the instrument or copy could,
in due course of post, and if despatched with due diligence, have
been received in the Colony, shall be substituted for 5 weeks after
the date of the creation of the inortgage or charge, as the time
within which the particulars and instrument 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, the instrument creating or
purporting to create the mortgage or charge may be sent for re-
gistration, notwithstanding that further proceedings may be neces-
sary to make the n~ortg~ge or 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 in-
strument for the purpose of securing an advance to the company
shall not for the purposes of this section be treated as a mortgage or
charge on those-book debts; and
(M 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 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 particulars of the property mortgaged or charged, and
the names of the mortgagees or persons entitled to the charge.
(3) Where a series of debentures containing, or giving by refer-
ence to anv other instrument, any charoe to the benefit of which
the debenture holders of that series are entitled pari passit is created
by a company, it shall be sufficlent if there are delivered to or
received by the Registrar within 5 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 parti-
culars :-
(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 wbich the security is
created or defined; and
(c) a general description of the property charged; and
(d) the names of the trustees, it 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 shall, on
payment of the prescribed fee, enter those particulars in the
register :
Provided that, nhere more than one issue is made of debentures
in the series, there shall be sent to the Reuistrar 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 coininission, allowance, or discount has been paid
or made, either directly, or indirectly by the con-tpany to any per-
sun in consideration of his subscribing or agreeings to subscribe,
-whether absolutely or conditiomilly, for anv debentures of the com-
pany, or procuring or agreeing to procure subscriptions, whether
absolute or conditional. for -any such debentures, the particulars
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, but an omission to do this
shall not lie validity of the debenture,, isstied :
Provided that the deposit of any debentures as security for any
debt, of the company shall not for the parposes of this provision be
treated as the issue of the debentures at, a dicount.
(.5) The Registrar shall give a certificate under his hand of the
registration of ally niortgage or charge registered in pursuance of
this section, statingthe arnount thereby secured, and the certificate
shall be conclusive evidence that the requirements of this section
as to regIstration have been coinplied with.
(6) The company shall caue a copy of every certificate of regis-
tration given under this sectionto be endorsed on every debenture
or certificate of debentue stock which is isued by the company
and the payment of which is secured by the mortgage or charge so
registered.
provided that nothing in this sub-section shallbe construed as
requiring a company to cause a certificate of registratonof any
mortgage or charge so given to be endorsed on any debenture or
' certificate of dbenture stock which has been issued by the company
before the mortgage or charge was created.
(7) It shall be the duty of the company to send to the Registrar
for registration the particulars of every inortgage or charge created
by the company and of the issues of debentures of a series, requiring
registration under this section, but registration of an such mort-
gage or ebarge may be effected on the application of any person
interested therein.
. Where the registration is eflected 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 on the registration.
position of creditors or shareholders of the conDany, or that on other
grounds It is just and eqtitable to grant relief, may, on the applica-
tion of the conipally or any persoll interested, and on such terms and
conditions as seeni to the Judge just and expedient, order that the
time for registration be extended, or, as the case may be, that the
omission or misstatement be rectified.
99. The Registrar of Coinpanies may, on evidence being given to
his satisfaction that the debt for which any registered mortgage or
charge given has been paid or satisfied, order that a memoran-
dum of satisfaction be entered on the register, and shall if required
furnish the company with a copy thereof.
100. The Registrar of Companies shall keel) a chronological index
:in the prescribed form and with the prescribed particulars, of the
mortgages or hcarge registered with him under this Ordinance.
1O1-(1) If any conipany makes default in sending to the.
Begistrar of Cloiripanies for registration the particulars of ally
mortgage or charge created. by the company, and of the issues ok'
debenturesof a series, requirnl- registration with the Registrar
wider flie. fore-going provisions, tlien, wiless the re,ristration has
been e[feeted wi ulic application of soiric 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 ex-
ceeding 500 dollars for every (lay during whicb the default continues.
(2) Subject as aforesaid, if any company makes default in com-
plying with anyof the requirement of this Ordinance as to the
registration with the Registrar of any mortgage or charge created
by the company, the company and every dirctor, manager, and
other officer of the comany, who knowingly na wilfully authorised
or permitted the default shall without prejudiceto any other
liability, be liable to a fine not exceeding 1000 dollars.
(3) If any person knowingly and wilfully authorises or permits
the deliveryof any debenture or certificate o debenture stock
requiring registaration with the Registrar under the foregoing pro-
visions without a copyof the certificate of registration being en-
dorsed upon it, he shall, wihtout prejudice to any other liability, be
liable to a fine not exceeding 1000 dollars.
102-(1) Every limited company shall keep at its registered
office a register of mrtgages and enter herin all mortgages and
* As aLLieiid(~d by No. 16 of 1912.
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 in the case of
securities to bearer) the names of the mortgagees or persons entitled
thereto.
(2) If any director or other officer of the company knowingly and
wilfully authorises or permits the omission of any entry required to
be made in pursuance of this section, he shall be liable to a fine not
exceeding -500 dollars.
103-(1) The copies of instruments creating nay mortgage or
charge requiring registration under this Ordinance with the Re-
gistrar of Cornpanics, and the regUster of mortgages kept in
pursuance of the last foregoing section, shall be open at. all reason-
able times to the inspection of the Eegistrar of Companies or of any
creditor or member of the company without fee, and the register
of mortgages shall also bc open to the inspection. of any other person
on payment of such fee, not exceeding 50 cents for each inspection,
as the company may prescribe.
(.2) If inspection of the said copies or register is refused, any
officer of the conipany refusing inspection, and every director and
manager of the company authorisin'. or knowingly and wilfully
permitting the refusal, shall be liable to a fine not exceeding 50
dollars, and a further fine not exceeding 20 dollars for every day
during which the refusal continues; and, in. addition to the above
penalty, any Judge, in Chambers may by order compel an immediate
inspection of the copies or regi.ster.
(3) If such inspection cannot be oblained at the registered office
oF the company with the exercise of a, reasonable amount of diligence,
the company shall be liable to the same as if such inspec-
tion 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 30 daYs in any year)
a.s may be specified in the articles, be open to the inspection of the
registered holder of any such debentures, and of any holder of shares
in the conipativ but sub'ect to such reasonable restrict' ns as the
company imay in general meeting impose. so that at least 2 hours
in each day are appointed ior inspection, and every such holder may
As aniended by No. 16 of 1912.
requir a copy of the register or any part thereof on payment of 25
cents for evey 100 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 onpaymetn in the casse of a printed trust deed of the sum
of 1 dollar or suc less sum as may be prescribed by the company,
or; where the trust deed has nto been printed, on payment of 25
cents for every 100 words required to be copied.
(3) If inspectionis refused, or a coopy is refused or not forwarded,
the company shall be liable tofine not exceeding 50 dollars, and
to a furthere fine not exceeding 20 dollars for every day during which
the refusal continues, and every director, manager, secretary, or
other offier of the company shall be lible to the same penalites as if
such refuseal shallincur the like penalty.
(4) If such inspection cannot be obtained at the registered office
of the comany wth the exercise of a reasonabel amount of
diligence, the company shall be liable tothe same penalties as if
such inspection hd been acually refused.
Debentures and Floating Charges.
105. A condition contained in any debentures or in any deed for
securing any debentures, wherhter issued or executed before or after
the commencement of this Orinance, shall nto be invalid by reason
only that thereby the debentures aremade irredeemable, or redeem-
able only on the happening of a contingency,however remtoe, or aon
the expirationof a period, however long, any rule of equity to the
contrary notwithstanding.
106-(1) Where either before or after th commenement of this
Ordinance a company hasredeemed any debentures previously
issued, th company, unlesst he articles or the conditions of issue
expressly otherwise provide, or unless the debentures have been
redeemed in pursuance of any obligatinon the company so to do
(not being an obligation enforceable only by the perosn to whom the
redeemed debentures were issued or his assigns), shall have power
and shall be deemed always to have had power, tokeepthe de-
bentures alive for thepurposesof 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-issue
(17) Every person -~,,lio iises ~iny 11cence, perillit, or
other docuiilG~nt granted under the provilsions of this section ill
respect of any steamship other than the one tbercin mentioned, shall
be liable to a fine not exceeding, 200 dollars, or to iniprisonment for
any term not exceeding 3 months.
(.18) V'Very Illaskr or pursoll ill Chal-o of ally stc;utiisllll) not
C
exceeding 60 tons who, within the waters of the Colony, disobeys
1
any lawful order of the Harbour Master shall be liable to a fine not
exceeding 100 dollars.
(1~)) Every person who offolids against the provisions of this
section, or against any of the regulations under this section, shall,
where no penalty is specified, be liable to a fine not exceeding 50
dollars, or to imprisonment for any term not exceeding one month.
(20) Snb-sections (10) to (14), and 06), shall not apply in the
case, 01 alLY bLealliblill) not execuding 60 Lens oil occasions when it
is being used solely for purposes of pleasure.
(21) The owner of every steamship not exceeding 60 tons and of
every motor boat not licensed under this section, but being in the
walers of tbe Cololly, shall cause the boilers o~ sticb steamship or
the machinery of such motor boat to be surveyed before use, and
thenceiorth to be surveyed annually by the ~overnment Marine
Surveyor, the Assistant Marine Surveyor, or sunie person authorised
in that behalf by theand the requircinents of such sur-
veyor shail be complied with, and thereupon a certificate to that
effect shall be given by such surveyor and shall be produced to the
Harbour Master without unnecessary delay.
(22) The owner, master, or person in charge of any such un-
b
licensed or motor. boat k~ lie uses tile same before obtaining
such certificate 6f survey shall be liable to a fine not exceeding 250
dollars.
(23) The owner of any such sleaniship or niotor boat shall pay
into the a fee of 10 dollars fol.survey, :i.ll(l cel-tific~tt,e
thereof inade and given by tile Goverimicin, Marine Surveyor or the
0
Assistant Marine Surveyor.
(24) The provisions of tlils section shall not apply to steam
launches or rnotor boats to Ills or to any foreign
n
Governnient. Suell alld lio\vc\,et., when within the
waters of the Colony, shall coniply with the International Collision
Regulations.
the debentures either by re-issuing the sarne 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 commence-
ment of this Ordinance been transferred to a Doininee of the coni-
pany, a transfer from that nominee shall be deemed to be a re-issue.
for the purpoges of this section.
(3) Where a coinpany has either before or after the commence-
ment of this Ordillarice deposited any of its debeutures to secure
advances from time to time on current account or otherwise, the
debentures shall uot be deemed to have been redeemed by reason
only of the account of the company having eeased to be, in debit
whilst the debenture, remained so deposited.
(4) The re-issue of a debentur or the issue of another debetiture
in its place mider the power by this given to, w deeined to
have been possessed by, awhether the re-issue made
before or alter the conimeneeijient of this Ordinance, shall be treat
ed as the issue of a new debenture for the purposes of stamp duty,
but it shalt not be so treated for the purtmses of any provision limit
ing the aniount or number of debentures to be issued :
Provided that any person lending money on the seenrity of a
debenture re-issued under this section which appears to be duly
stamped itiav give the debenture M evidence in any proceeding's for
enforcing his security without payment of the stamp duty or any
penalty in respect thereof, uDless he had notice or, but for his
negligence, might have discovered, that the debenture was not duly
stamped., but in any such ease the company shall be liable to pay
the proper stamp duty and penalty.
(.5) Nothing in thsi section
(a.) the operation of any judgment or order of a Court of competent
jurisdiction prunounced or made beiore the commencernent of this
Ordinance as between the parties to the proceedings in which the
judgment was pronounced or 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 com-
pany by its debentures or the securities for the same.
107. 'A contract wit a company to take tip and pay for any de-
bentures of the company may be enforced by in order for specific
performance.
108-(1)Where either a reephrer is appointed on behalf of the
holders of any debentures of a companY socured 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
company is not at the time in course of being wound up, the debts
which in every winding-up are, tinder the provisions of Part IV of
this Ordinance relating to preferential payments, to be paid in
priority to all. other debts, shall be paid forthwith out of any assets
coming to the hands of the receiver or other person taking possession
as aforesaid in priority to any claim for principal or interest in res-
pect of the debentures.
(2) The periods of time mentioned in the said provisions of Part
IV of this Ordinance shall be reckoned from the date of the appoint-
ment of the receiver or or possession being taken as aforesaid, as the
case inay be.
(3) Any paynients made tinder this section shall be recouped as
far as may be out of the assets of the company available for payment
of general creditors.
Statevictit to be published by Bmiking and certain other Companies.
109.-(1) Every company being a limited banking company or
Wn 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
ivhich it carries on business, make a statement in the form 0 in the
1st schedule or as near thereto as circumstances will admit.
X2) 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.
* As atnended by No. 50 of 1911 and No. 17 of 1912.
(3) Every inember and every creditor of the company shall be
entitled to a copy of the statement, on payment of a sum not ex-
ceeding 25 cents.
(4) If default is made All compliance with this section, the com-
pany shall be liable to a fine Dot exceeding 50 dollars for every day
during which the default continues; and every director and manager
of the con pany 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 insurance company.
(6) This section shall not apply to any life insurance company to
which the provisions of the Life Insurance Companies Ordinance,
1907, as to thestaternent to be made by such a company,
apply with or witbout irlodifications, if the company complies with
those provisions.
Luspection and Audit.
110.-(1) The Clottut may appoint one or moue competent
inspectors to investigate the atlairs of an,,- conipany and to report
thereon in sucli manner as the Court directs :-
(i) in the case of a banking company having a sharecapital on
the application of niembers bolding g not less than one third of the
shares issued :
(ii) in the case of anj, other company having a share capital, oil
the application of memberes 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 fifth in of the persons on the
company's register of members.
(2) The application 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 cus-
tody 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) If any officer or aorent refuses to produce any book or docu-
ment which under this section it is his duty to produce any book or docu-
question relating to the affairs of the company, he shall be liable to a fine not
exceeding 50 dollars in respect of each offence.
(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 tile 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 defraved by
the applicants, unless the Court direct 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 inspectors 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 per-
sons 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 required to be produced to
inspectors 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 admissible in any legal proceeding as evidence of the
opinion of the inspectors in relation to any matter
contained in the report.
. 113.-(1) Every company shall at each annual general meeting n appoint an.
auditor or aticlitors to hold office until the next annual general meeting.
As amended by No. 43 of 1912 and No. 43 of 1912 Supp.
Sched.
(2) 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 the remuneration to be paid to him or them by
the company for his or their services.
(3) A director or officer or servant of the company or the partner
or employee of such director shall not be capable of being appointed
auditor of the company.
(4) A person, other than a retiring auditor shall not be calmable. of
being appointed auditor at an annual general ineetin,g unless notice
of an intention to nominate that person to the office of auditor has
been given by a shareholder to the conipany not less than 14 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 7 days belore the annual
general meeting :
Provided that it, after a notice of the intention to nominate an
auditor has been so given, an annual general meeting is called for
a date 14 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 riven at the same time as the notice of the annual general
(5) The first auditors of the company way 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 shareholders at that meeting may appoint auditors.
(6) The directors may fill any casual company lu the office of
auditor, but while any such vacancy continues the surviving or con-
tinuing auditor or auditors, if any, may act.
(7) The remuneration of the auditors of a conipany shall be fixed
by the company in general meeting, except that the remuneration
of any auditors appointed before the statutory meeting, or to fill
any casual vacancy, may be fixed by the directors.
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 from the directors and officers of the company such information and
explanation as may be necessary for the performance of the duties of the
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 so 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 auditors' 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 copy of the balance
sheet and auditors' report at a charge not exceeding 2.5 cents for every 100
words,
(4) If any copy of a balance sheet which has not been signed as requiled 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 500 dollars.
(.5) In the case of a banking company
(a) if the company has branch banks beyond the limits of Colony it shall be
sufficient if the auditor is allowed access to such copies
As amended by No. 16 of 1912.
of and extracts from the books and accounts of any such branch as
tiave been transmitted to the office of the company in the Colony;
and
(b) the balance sheet must be signed by the secretary or manager
(if any), and where there are more than 3 directors of the com-
pany by at least 3 of those directors, and where there are riot rnore
than 3 directors bv all the directors.
115-(1) Holders of preference shares and debentures of a, com-
pany 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 ordinary 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
Alinimum of Members.
116. If at any time the number of mernbers of a company is
reduced, in the case of a private conipany, below 2, or, in the case
of any other company, below 7, and it carries business for more
than 6 months while the number is so reduced, every person who is
a member of the company during the time that it so carrying on
business after those 6 months, and is cognisant of the fact that it
is carrying on business with fewer than 2 members, or 7 members,
as the case may be, shall be severally liable for the payment 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 Authentication 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.
U8. A document or proceeding requiring authentication by a com-
pany may be signed by a director, secretary, or other authorised
officer of the company, and need not be under its common seal.
A.S aLnended by No. 17 of 1912.
Tables and Forvis.
119.-(1) The form in the 3rd schedule or forms as near thereto
as circumstances admit shall be used in all matters to which those
forms refer.
(2) The Governor may alter any of the Tables and forms in the
1st schedule so that he does not increase the amount of fees pay-
able to the Registrar in the said schedule mentioned, and may alter
or add to the forms in the said 3rd schedule.
(3) Any such Table or form, when altered, shall be published in
the Gazette, but no alteration made by the Governor in Table A in
the said 1st schedule shall affect any company registered before the
alteration, or repeal, as respects that company, any portion of that
Table.
Arbitrations
120.-(1) A company niay by writing under its common seal agree
to refer and may may to arbitration, in accordance with the pro-
visiorts of tbe Rallway Arbitration Act, 1859, any
existing or future difference between itself and any other company
or person.
(2) Companies parties to the arbitration rnay delegatd to the
arbitrator power to settle any terms ot. to deternane any matter
capable of being lawfully settled or deterrinned by the compa;nies
themselves, or by their directors or otber rnanaging body.
(3) All the provisions of the said Act shall apply to arbitrations
between companies aDd persons in pursuance of this Ordinance;
and in the construction of those, provisions - the Companies - shall
include companies under this Ordinauce.
(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 Equity in the United -KIngdoni according to
their respective jurisdiction - and the - any of His Majesty's
Superlor Courts of Record at Westminster or, as the case may be,
at Dublin - shall be read as nieaiiiDg the Court.
As aniended by Ko. 50 of 1911 and No. 16 of 1912.
As amended by No. 16 of 1912 and No. 17 of 1912.
Power to Compromise.
121-(1) Where a compromise or arrangement is proposed be-
tween a company and its creditors or any class of thein, or between
the company and its mernbers or any class of tlieni, the Court may,
on the application 'in a stimmaxy way of the conilany 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 the creditors or
class of creditors or of the members of the coinpa.ny 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 class of creditors, or member or class of mem-
bers, as the case may be, present either in person or by proxy at the
meeting, agree to any compromise or arrangenient, the compromise
or arrangement shall, if sanctioned by the Court, be binding on all
the creditors or the class of creditors, or on the menibers or class
of members, as the case may be, and also on the company or, in the
case of a company in the emirse of being woond up, on the liquidator
and contributories of the compam.
.0) In. this section - company - means an company liable to be
svound tip under this Ordinance.
Maning of 'Private Company'
122.-(1) For the purposes of this Ordinance - private cornpany
means a company which by its articles-
(a) restricts the right to transfer its shares; and
(b) limits the inintber ol, its members (exclusive of persons who
are in the employment of the company) to .50; and
(c) prohibits any invitaticyn to the public to subscribe for any
shares or debentures of the company.
(2) A private company may, sobiect to anything contained in the
memorandum or articles, byb 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, wotild 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 hail to file before commencing business, turn itself
.into a public company.
A. arnended by No. 16 of 1912.
(3) Where two or more persoils hold one or more shares in a
company jointly they shall, for the purposes of this section, be
treated as a single member.
PART IV.
WINDING UP.
Preffivinary.
123.-M 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.
Contributories.
124.-(1) In the event of a company being wound up every pre-
sent and past inember shall, subject to the provisions of this section,
be liable to contribute to the assets of the company to an amount
sufficient for payinent of its debts and liabilities and the costs,
charges, and expenses of the winding up, and for the adjustment of
the rights of the contributories aniong themselves, with the quali-
fications following:-
(i) a past nieniber shall not be liable to contribute if lie has ceased
to be a member for one year or upwards before th commence-
ment of the windign up:
(ii) a past member shall not be liable to contribute in respect of
any dbt or liability of the company contracted after he ceased to
b a membere;
(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;
As amended by No. 50 of 1911.
(v) in the case of a company limited by guarantee, no contribu-
tion 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 con-
tained 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 character of a
member, by way of dividends, profits or otherwise, shall not be
deemed 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 con-
tributories 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 ordinary member, be liable to make a fur-
ther contribution as if he were at the commencement of the winding
up a member of an unlimited company : Provided that-
(1) 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 of the 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 cont-
pany contracted after he ceased to hold office
(111) 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 contribution 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 con-
tribute to the extent of 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 be*
up, and, in all proceedin s 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 tile
nature of a specialty accruing due from hirri 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, bis personal representatives and
his heirs and devisees, shall be liable in a due course of administra-
tion to contribute to the assets of the coinpany in discharge of his
liability and shall be contributories accordingly.
(2) Where the personal representatives are placed on the list of
cantributories, the heirs or devisees shall Dot be added unless the
Court thinks fit.
(3) If the personal representatives niake default in paying any
money ordered to be paid by tbern, proceedings may be taken for
administering the personal and real estates of the deceased contribu-
tory, or either of thein, and of compelling payment thereout of the
inoney due.
128. If a coutributory becomes bankrupt before or after
he has been placed on the list of contributories, then-
(1) his trustee in shall represent him for all the pur-
poses of the Nvinding up, and sball be a coutributory accordlingly,
and njay be called on to adinit to proof *against the estate of the
bankrupt, or otherwise to allow to be paid out of his assets in due
course of law, any inoney due from the bankrupt in respect of his
liability to contribute to the assets ot' the compaDy; and
(II) there may be proved against the estate of the bankrupt the
estimated value of his liability to future calls as well as calls already
inade.
129.-(1) The hushawl of a feinale contributory married before
1st January, 1883, shall, during the continuaDee of the marriage,
be liable, as respects aDy liability attaching to any shares acquired
As ainclided by l\o. 10 of 1912.
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 contributoury accordingly.
(2) Subject as aforesaid, nothing in this Ordinance shall affect the.
provisions of the Married Women's Property Ordinance, 1906.
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 efault is made in filing the statutory report or in holding
the statutory meeting;
(iii) if the company does not continence its business within a
year front its Incorporation, or suspends its business for a whole
year ;
(iv) if the number of mernbers is reduced, in the case of a private
company, below -2, or, in the case of any other company below 7;
(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 comparty should be wound up.
131. A conipwiy shall be deemed unable to pay its debts-
(i) if a creditor, by assignment or otherwisse, to whom the com-
pany is indebted in a sum exceeding 500 dollars then due, has
served on the company, by leaving the same at its registered office,
a demand under hsi hand requiring the company to pay the sum
so due and the company has hor 2 months thereafter neglected to
pay the sum, or to secure or compound for it to the reasonabel
satisfaction of the creditor; or
(ii) if execution or other process issued on a judgment, decree, or
order of any Court in favour of a, creditor of the company is returned
unsatisfied in whole or in vart ; or
(Iii) if it, is proved to the satisfaction ol the Com,t that the
company is unable to pay its debts, and, in determinging whether a
company is unable to pay its debts, the Court shall take. into account
the contingent 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 section either by the company, or by any creditor or creditors
(including any contingent or prospective creditor or creditors),
contributory or contributories, or by all or any of those parties,
together or separately : Provided that-
(a) a contributory shall not be entitled to present a petition 16r
winding up a company unless-
(1) either the number of members is reduced, in the case of a
private company, below 2, or, in the case of any other company,
below 7; or
(ii) the shares in respect of which he is a contributory, or some of
them, either were originally allotted to him or have been held by
him, and registered in his name, for at least 6 months during the
18 months before the commencement of the winding up, or have
devolved on him through the death of a former holder; and
(b) a petition for winding up a company on the ground of default
in filing the statutory report or in holding the statutory meeting
shall not be presented by any person except a shareholder, nor be-
fore the expiration of 14 days after the last day on which the meet-
ing ought to have been held; and
(c) the Court shall not give a hearimr to a petition for windin lip
a company by a contingent or prospective 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.
(22) Where a company is being wound up voluntarily or subject
to supervision a, petition may be presented by the Official Receiver
attached to the Court, as well as by any other person authorised
in that behalf under the other provisions of this section, but the
Court shall not make a winding-up order on the petition unless it,
is satisfied that the voluntary winding up or winding up subject to
supervision cannot be continued with due regard to the interests of
the creditors or contributories.
(3) Where under the provisions of this Part of this Ordinance
any person as being the husband of a feniale contributory is himself
a contributory, and a share has during the whole or any part of the
6 months been held by or registered in the name of the wife, or by
or in the nanie of a trustee for the wife or for the husband, the share
shall, for the purposes of this section, be deemed to have been lield
by and registered in the name of the husband.
133. An order for winding tip a company shall operate in favour
all the creditors'and of all the contributories of the company as if
bde on the Joint petition of a creditor and of a contributory.
134. A winding tip of a company by the Court shall be deemed
commence at the time of the presentation of the petition for the
nding lip.
135. At any time after the presentation of a petition for windincy
and before, a winding tip order lias been made, the company,
any creditor of contributory, may, m-here any action or proceed-
against the company is pending, apply to the Court for a stay of
proceedings or to restrain. further proceedings in the action or
)ceeding, and the Court niav, as the case, may be, stay or restrain
proceedings accordingly on stich terms as it thinks fit.
'
136.-(1) On hearing the petition the Court may dismiss it with
without costs, or adjourn the hearing conditionally or uncondi-
nally, or make any interim order, or any other order that it deeins
but the Court shall not refuse to make a, wiriding-up order oil
ground only that the assets of the company have been inort-
ged to an amount equal to or in excess of those assets, or that the
rnpany has no assets.
(2) Where the petition is presented oil the ground of default in
[ng the statutory report or in holding the statutory ineetring, the
court may order the. costs to be pail by any persons who, in the
inion of the Court, are respo-nsible for the default.
137. When a winding-up order has been made, no action or pro-
eding shall be proceeded with or coinnienced against the company
cept by leae of the Court, and subject to such ternis as the Court
ay impose.
138. On the inaking ol' a winding-up order, a copy of the order
list forthwith be forwarded by the company to the Registrar of
)mpa.nies, who shall inake a minute thereof in his books relating
the company.
139. The Court may at any time after an order for winding up,
t the application of any creditor or contributory, and on proof to
e satisfaction of the Court that all proceedings in relation to the
inding up ought to be stayed, make an order staying the proceed-
ings, either altogether or lor a, hinited tlime, on such terms and
conditions as the Court thinks fit.
140. The Court may, as to all matters relating to a. winding up,
havo regard to the wislies of the creditors ol- contributories as proved
to it by any sufficient, evidence.
Official
141-(1) For the purposes (If this Ordinance so far as it relates
to the winding in) of companlies by the Court the terni - Official
Receiver - shall mean the Official Execelver, if any attached to the
Court for bankruptcy purposes, or, if there is more thail one such
Official Receiver, theri such one of thent as the Crovernor may
appoint, or, if there is no such Official Receiver, then an officer
appointed for the purpose. by the Governor.
(.2) Any such officer shall for the purpose of lus duties under tbis
Ordinance be styled the Official Receiver.
142.-(1) Where the Court has made a winding-up order, there
shall be made out and subinitted to the Official Receiver a statement
as to the affairs of the companly in the preseribed form, verified by
affidavit, and showing the particulars of its assets, debts, and liab'l
ties, the names, residences, and occupations of its creditors, the
securities held by thern respectively, the dates when the securities
wexe respectively giveii, and such further or other informatioll as
iiia,.~, be prescribed ot. as, the Official Receiver may require.
(2) The stateinent shall be siffinutted and verified by one or more
of the persons who are at the, tinte, of the winding-up order the
directors; and by the persol who is at that time the secretary or
other chief officer of the company, or by such of the persons bein-
or having been directors or officers of the coinpany, or having taken
part in the formation of the Company at any time within one year
before the winding-uporder, as the Official Receiver, subject to the
direction of the Court, may require to submit and verify the same.
(3) The. statement shall be subinitted within 28 days from the
date of the order, or withing such extended time as the Official
Receiver or the Court inay for special reasons appoint.
(4) Any person making or Concurring in making the statement
and affidavit 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 max
consider reasonable, subject to an appeal to the Court.
(5) If any person, without reasonable exciise, makes default in
complying with the requirements of this section, he shall be liable
to a fine not. exceeding 100 dollars for every day during which the
default continues.
(6) Any person stating blinself in writing to be a. creditor or
contributory of the conipany shall be entitled by himself or by his
agent at all reasonable tirnes, on payinent of the prescribed fee, to
inspect the statement submitted in Purstiance of this section, and
to a copy thereof or extract therfrom. Bnt any person lintrutb-
fully 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
143.-0) Where the Court has inade aorder, the
Official Receiver shall, as soon as practicable after rceipt of the
statement o fthe company's affairs, submit a preliminary report ot
teh Court-
(a) as to the ainotint of capital issned, subscribed, and paid up,
and the estimated amount of assets and liabilities : and
(b) if the company has failed as to the causes of the failure : and
(c) whether in his opinion further inquiry is desirable as to any
matter relating to the pron-totion, formation, or falltire of the con]-
pany, or the conduct of the business thereof.
(2) The Official Receiver may also, if he thinks fit, make a further
report, or further reports,the maimer in which the company
was formd and whethere in his opinlon ans7 fraud has been coni-
rnitted by any person in its proinotion Or formation or by any
director or officer' of the conipany in relation to the coinpany since
the formation thereof, and any othei. niatters which in his opinion
it is deslirable to brIng to the notice of the Court.
144.-(1) For the purpose of conducting the proceedings in
windign up a company and performing such duties in reference
thereto as the Cort may impose, the Court may appointa a liquida-
tor or liquidators.
(2) The Court may rnake such an appointment provisionally at
any time after the presentation of a petition and belore the making
of an order for winding up.
(3)-(a) If a provisional liquidator is appointed before the making
of a winding-up order, the Official Receiver 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 becorne the provinonalliquidator and shall con-
tinue to act as such until. he or another person becoines liquidator
and is capable of acting as such :
(c) When a Person other than the Official Receiver is appointed
liquidator lie shall not be capable of acting as liqnidator until lie. has
notified his appointment to the Registrar of Conipanies and given
security 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 ot.
authorised to be done by the liquidator is to he done by all or an.y
one or inore of the persons appointed.
(5) A liquidator appointed by the Coart may resign or, 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 vacancy.
(7) Where a person other than the Official Receiver is appointed
liquidator, be shall receive such salary or remuneration by way of
percentage or otherwise as the Court may direct ; and, if more such
persoris 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, nhere a person other than 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 liquidator, of the particiflar company in respect of
which he is appointed, and not by his individnal naine.
(9) The. acts of a liquidator shall be valid motwithstandign any
defects that irtay afterwards be discovered in his appointinent or
qualification.
145. In a winding tip by the Court the liquidator shall take into
his custody, or under his control, all the property and things in
action to which the company is or appears to be entitled.'
146.-M The liquidator in a winding up by the Court shall have 1
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 -compaDy :
(b) to carry on the business of the company, so far as inay bc
necessary for the beneficial winding up thereof
(c) to employ a solicitor or other agent to take any proceediflus 011
do any business which the liquidator is unable to take or do hiniself
but the sanction in this case inust be obtained before the eniploy-
ment, except in cases of urgency, and in those cases it intist be
shown that no unduc delay took place in obtaining the sanction.
The sanction given for the purpose of this sub-section shall not
be a general sanction to do all or any of the above -metioned things,
but shall only be a sanction to do the particular thing or things for
which permission is sought.
(.2) The liquidator in a winding up by the Court shall have
power :-
(a) to sell the real and pensonal property, and things in acton of
the conwaity by ptiblic auction or private contract with power to
transfer the whole thereof to any person or company, or to sell the
saine In parcels;
(b) to do all acts and to execute, in the name and oil of the
company, all deeds, receipts, and other doctiments, and for that
purpose to use, when necessary, the company's seal:
(c) to prove, rank, and in the bankruptey, insolvency, or
sequestration of any contributory, for any balance against his estate.
and to receive dividends in the bankruptcy, solvency, or sequ tra-
tian in respect of that balance, as a separate debt due froni the
bankrupt or insolvent, and rateably with the other separate credit-
ors ;
(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 with respect to the hability of the company as if the
bill or note had been drawn, accelded, made, ot. indorsed by or on
behalf of the company, in the cotirse 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 administration to
any deceased contributory, and to do in his official name any othei
act necessary for obtaining payment of any money due front 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 oi
administration or recover the money, be deemed to be dire to the
liquidator himself;
(g) to do all such other things as may be necessary for winding
up the affairs ol the company and distributing its assets.
(3) The exercise by the liquidator in a winding rip by the court
of the powers conferred by this section shall be subject ot the
control of the Court,, and the Official Eeceiver or any creditor or
contributory inay apply to the Court: witb respect to any exercise
or proposed exercise of any of those powens.
(4) Where a liquidator is provisionally appointed by the Colirt,'
the Court may limit and restrict his powers by the order appointing
147.-When a winding-up order has been made by the Court
the Official Receiver shall summon separate meetings of the creditors
and contributories of the conipany for the purpose of-
(a) detcrinining whether or not an application is to be made to
the Court for appointing a liquidator in the place of the Official
Receiver; and
(b) determining wherher or not an application is to be made to
the Court for tlic appoiritment of a coinwittee of inspection to act
with theliquidator, and who are to be the memberes of the com-
mittee if appointed.
(2) The Court may make any appointment and order required to
give effect to any stich determination, and, if there is a. difference
between the determinations of the ineetinlos of the creditors and
contribittorres lit respect of any of the inatters ineritialled in the
foregoing provisions of this section, the Cotirt shall decide the
difference and make such order thereon as the Court Inay 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 conipany by the Court a
person other than the Official Receiver is appointed liquiaator he
shall give the Official Receiver such information and such access to
and facilities for inspecting the books and documents of the com-
pany, and generally such aid as inay be requisite for enabling that
officer to perform his duties under this Ordinance.
1 149.-M Where in the winding up of a company by the Court
a person cther than the Official Receiver is appointed liquidator he
shall open an account in the naine of the,coi-iiphny's estate at such
bank as the Treasurer may direct. .
Provided that, if the committee of inspection satisfy the Official
Receiver that for the purpose of carrying on the business of the com-
pany or of obtaining advances, or for any other reason, it is for the
advantagge of the creditors or contributories that the liquidator should
have an account with any othei. bank, the Official Receiver shall, on
the application of the committee of inspection, authorise the liquida-
tor to make bis payments into and out of such other bank as the
committee may select, and thereupon those payments shall be made
in the prescribed manner.
(2) If any sueb liquidator at any time retains for more than 10
days a sum exceeding 500 dollars, or such other amount as the
Official Receiver in any particular case authorises hini 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 20 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 from 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 woutid up by the
Court shall not pay sums received by him as liquidator into his
private banking account.
.(4) Where the Official Receiver becoines or is appointed liquidator
he shall, in such manner and at such tinies as the Treasurer may
direct, pay the money received by blin to the CompalAes Liquidation
Account at such bank as the Treasurer may direct.
150.-(1) Where in the winding up of a company- by the Cour,
a person other than the Official Receiver is appointed liquidator h~
shall, at such times as may be prescribed, 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.
As attlended by No. 50 of 191.1 and No. 16 of 1912.
(2) The account shall be in a prescribed form, shall be made in
duplicate, and shall be verified by a statutory declaration in the
prescribed form.
(3) The Official Receiver shall cause the account to be audited and
for the purpose of the audit the liquidator shall furnish the Official
Receiver with such vouchers and inlorniation as he may require,
and the official Receiver may at any require the production of
and inspect any book:s or accounts kept by the liquidator.
(4) When the account has been audited, one copy thereof shail be
filed with the Official Receiver,, and shall be open to the inspection
of -any creditor, or of any person interested.
(5) The Official. Receiver shall cause the account when audited or
a summary thereof to be printed, and shall send a printed copy of
the account or summary by Fost to every creditor and contributory.
151. Every liquidator of a coinpaii, which is eing wound up by
the Court sball keep in manner prescribed, proper books in which
he sha,ll cause to be made entries ot. minutes of proceedings at meet-
imys, and of such othei. inatters as may be prescribed, and any
creditor.or contributory may, subJect to the centrol. 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 by 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 distribided a final dividend, if
any, to the creditors, and adjusted the rights of the contributories
atriong themselves, and made a final return, if any, to the contribu-
tories, or has or has becit renioved from his, office, he shall
catise a report on his accounts to be prepard, and, on hsi complying
with all the requiretnents of the Court, the Court shall take into
consideratiot.i. the report, and any objection which may be urged by
the Official Receiver ot. Triy creditor, or contributory, or person in-
terested against the release of the liquidator, and shall either grant
or withhold the release accordingly.
(2) Where, the release of a liquidator is withlield the Court may,
on the application of the Offliclal Peceiver or any creditor, or con-
tributory, or person interested, inake such order as it thinks just,
charging the liquidator with the consequences of any act or default
which he may have done ot. inade contrary to his duty.
(3) An order of the Court releasing the liquidator shall discharge
him from all liability -In respect any act, done or default made by
him in the adininistration of the affairs of the company, or otherwise in
wise in relation to hsi conduct as liquidator, but any such order may
be revoked on proof that it was obtained by fraud or by suppres-
sion or concealment of any material fact.
(4) Where the liquidator has not previously resigned or been re-
moved, his release shall operate as a removal of him from his office.
153.-(1) Subject to the provisions of this Ordinance the liquidator
of a coinpany which is being wound up by the Court shall, in the
,Lclni'ni-,trat'oii the w' tlicand in the distribution
thereof arnori,r itshave regard to any directions that nlay
be given by resolution oi the creditors or cantributories at any
general meeting, or by tbe committe of inspection, and any
directions gien by the creditors or contirbutorisee at any genersal
meeting shall in case of conflict be deemed to override any dir
given by the committee of inspection.
(2) The liquidatormay summon generalmeetings of he creditors
or contributories for the purpose of ascertaining therir wishes, and
it shallbe his duty to summon meetings at such times as the credi-
tors or contributories, by resolution, either at teh meeting appoint-
ing the liqidator or otherwise, maydirect, or whenever requested
in writing to do so by one tenth in value to fhte creditors or
contributorise as the case may be.
(3) The liquidatormay apply to the Court in manner presscribed
for directions in relationto any particular matter arsing under the
windign up.
(4) Subject to the provisions of this Ordinance the liquidator shall
use hsi own discretionin the management of the esrate and its
distributionamong the creditors.
(5) If any person is aggrieved by any act decision of the
liquidator, that person may apply tothe Court, and the court may
confirm, reverse, or modify the act or decision complained fo and
make such order in the premises as it thinks just.
154-(1) When a person than the Official Reveiver is ap-
pointed liquidator the Official Receiver shall take cognizance of the
conduct of liquidators of companies which are being wound up by
As bY No. 1.6 of 1912.
the Court, and, if a liquidator does not faithfully perform his
duties and duly observe all the requirements imposed on him by
Ordinance rules, or otherwise with respect to the performance of
his duties, complaint is made the Official Receiver by
any creditor or contributor-,, in regard thereto, the Official Receiver
shall inquire into tbe matter, and take. such action thereon as he
inay think expedient.
(.2) The Official -Receiver may at any time require any liquidator
of a company which iswound up by the Court to answer a '
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 books and vouchers of the liquidator.
Committee of Inspection, Spccial Manager, Receiver.
155.-(1) A committee of inspection appointed in pursuance of
this Ordinanceshall consist of vreditors and contributories of the
company or holding general powers of attorney from
creditors or contributories in such as may be agreed on
by the meetings of creditors and contributories, or as, in case of'
difference, may be determined by the Court.
(2) The committee shall rneet at -such times as they from time to time
time appoint, and, failing such appointment, at least oncea month;
and the liquidator or anymember of the comittee may also call a
meeting of the committe as and when he thinks necessary.
(3) The committe may act by a majority of their members pre-
sent a t a meeting, but shall not act unlss a mojority of the com-
mittee are present.
(4) Any member ol the committee may resign by notice in writing signed by
him and delivered to the liquidator.
(5) ff a meniber of the committee becomes bankrupt, or com-
pounds or arranges with his creditors, or is absent from .5 consecu-
tive meetings of the committee without the leave of those members,
who togethere with himelf represent the creditors or contributories,
a's the case way be' his office shal1 thereupon become vacant.
(6) Any member of the committee may be removed by an ordinary
resloution at meeting of creditors (if he represets creditors), or
of contributorises (if he represetns conributories), of which 7 days
notice has been given, statin the object of the meeting.
(7) On a. vacancy occurring in the conirnittee the liquidator shall
forthwith summon a meeting of creditors or of contributories, as
the case may require, to fill the vacancy, and the meeting may, by
resolution, re-appoint the same or appoint another creditor or con-
tributory to fill the vacancy.
(8) The continnIng members of the committee, if not less thall
two, may act notwithstanding any vacancy in the committee.
(9) If there is, no committee of inspection, any act ot. thing or
any direction or permission by this Ordinance authorised or required
to be done or permission by the committee may be done or by the
Court on the application of the liquidator.
156.-0) Where the Official 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 contributories
require
appointment of a special manager of the estate or Imsiness of thle
company other tban hiniself, apply to the Court to. and the Courll
may on such application, appoint a special manager thereof to
act during sticb time as the Court may direct, with such powers.
including any of the powers of a receiver or manager, as may be
entrusted to him bv the Court.
(12) The special manager shall give such sectirity and account in
such manner as the Official Receiver directs.
(3) The special manager shall receive stich remnneration as DAY
be fixed by tlic-Court.
157. Where an applicatiori is made to the Court to appoint a
receiver on behalf of the deberiture. holCiers or other creditors of a
compamy is being wound up by flie. Court the Official Receiver
may be so appointed.
Ordinary Powers of the Court.
158.-(1) As soon a,s rnav 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 .issets of the com-
pany to be collected, and applied in discharge of its, liabilities.
(2) In settlin- the list of contributories, the Court shall distinguish
between persons who are contributories in their own right and
persons wbo are contributories as being representatives of or liable
to the debts of others.
159. The Court at any time after making a winding-Up
order, require any contributory for the time being setteld on the list
of contributories, and any trustee, receiver, banker, agent., or officer
or the companY to paY, deliVer, C011k-ey, snrrender, ot transfer forth-
with, or within such time as the Cotirt directs, to the liquidator any
nioney, ot. books andin his hands to which the
company facic 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 form him or form the etate of the persogn whom he
represents to the company, exchlusive of any money payable by him
or the estate by virture of any call i pursuance of this Ordinance.
(2) The court in making such an order may, in the casse of an
unlimited company, allow to th contributoury by way of set-off anu
money due to him or the etate which he represents fromthe com-
pany on any independent dealing or contract with the company,
but not nay 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 un-
limited or to his estate the like allowance
(3) But in the case of any company, whether limited or unlimited
when all the creditors are paid in full, any money due on any
account whatever to a contributory form the company may be
allowed to him by way of set-off against any subsequent call.
161-(1) The Court may, at nay time after amking a winding-up
order, and either before or after it has ascertained hte sufficiency of
the assets of the company, make calls on and order payment thereof
by all or any of the contributoris for he time being settled on the
list of the contributories to the extent of their liability, for payment
of any money which the Curt considers necessary to satisfy the
debts and liabilities of the company, and the costs, charges, and
expenses of winding-up, and for the adjustment of the reights of the
contributories amongthemselves.
(2) In making a call teh Court may take into consideration the
probability that some of the contributories may paratly or wholly fail
to pay the call
161-(1)The Court may order any contributory, purchaser, 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 bad directed payment to the
liquidator.
(2) All moDeys 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 contributoiy 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 lu the order shall be. taken
to be truly stated as agailist all persons, and in all proceedings,
except proceedings against the real estate of a deceased contributory,
in which ease the order shall beflicic evidence for the
purpose of ebarging his real estate, wiless his heirs or devisees were
on the list of contributories ,it the time of the order being inade.
164. The Court may fix a time or time within which creditors
are to prove their debts or claims or to be exchided from the benefit
of any distribution made before those debts are proved.
165. The Court shall afflust the rights of the contributories among
themselves, and distribute aily surplus auloilg the persons entitled
thereto.
166. The Court may, in the event of the assets being insufficient
to satisfy the liabilities, inake an 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 niake an order that the company be dis-
solved from the date of the order, and the company shall be dissolved
accordingly.
(12) The order shall be reported by the liquidator to the Registrar
of Companies who shall inake in his books a minute of the dissolu-
tion of the company.
(3) If the liquidator makes default in complying with the re-
quirements of this section he shall be liable to a fine not exceeding
50 dollars for every day during which he is in default.
168. General rules may be nimle for enabling or requiring all or
any of the powers and ditties conferred and imposed on the Court
by this Ordinance in respect of the matters following, to be
exercised or performed by the liquidator as an officer of the Court,
and subject to the cantrol. of the Court; that is to say, the powers
and duties of.the Court in respect of-
(a) holding and conducting- meetings to ascertain the mIslies of
creditors and contrib~itories',
(b) settling lists of contributories and rectifying the register of
members where required, and collecting and applying. the assets;
(c) reqijlrlng delivery of property or documents to the liquidator;
(d) rnakin'- calls,
(c) fixing a time within which debts and claims intist be proved
Provided that the liquidator shall not, without the special leave
of the Court, rectify the register of inembers, and shall riot inake
any call without either the special leave of the Court or the sanction
of the committee of inspection.
Extraordinary Powers of tile 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 an.y property of the company or
supposed to be indebted to the company, or any person whom the
Coluirt deems capable of giving information concerning. the trade,
dealings, affairs, or property of the company.
(2) The Court may examine hint on oath concernino. the same,
either by word of mouth or on written interrogatories, and may
reduce his answers to writing and require him to sign thern.
(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 withoid prejudice to that lien, and the Court shall have
urisdiction lit the windring up to determine all questions relatine,
to that lien.
(4) If any person so summoned, after being tendered a reasonable
sum for his expenses, refuses to come before the Court at the time
appointed, not h-aving a lawful impediment (made known to the
Court at the time ol' 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 iriade for winding up a com-
pany 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 otficer of the company in
relation to tile company since its formation, the Court may, after
consideration of the report, direct tbat 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 conduct and dealings as director
or officer thereof.
(2) The Official Receiver shall take part in the examination, and
for that purpose inav, if specially authorised by the Court in that
behalf, employ a solicitor with or without counsel.
(3) The liquidator, where the Official Receiver is not the
liquidator, and anv,creditor or contributory, may also take part in
the examination elther personally or by solicitor or counsel.
(4) The Court may put such questions to the person exanilned as
the Court thinks fit.
(5) The person examined shall be examined oil oath, and shall
answer all such questions as the Court may put or allow to be put
to him.
(G) A person ordered to be examined under this section shall at
his own cost, before his examination, be furnished with a copy of
the Official Receiver's report, and inay at his own cost employ I
solicitor with or without counsel, who shall at liberty to put to
him such questions as the Court may deem Just for the purpose of
enabling him to explain or qualify any answers given by him :
Provided that if be 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 signed 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 inay adjourn the examination from tin-te 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
,Supreme Cotirt, nained for the purpose by the Court, and the po,'vers
of the Court under this section -,is to tbe 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, elther before or after making a
winding-up order, on proof of probable canse for believing, that a
contributory is aboot to quit the Colony, or otherwise to abscond
or to remove or conceal any of his property for the. porpose of evad-
ing payment of calls, or of avoiding exannnation respectirt- the
allairs of the con-tpam, may cause the. contribidory to be arrested,
and his books and papers and rnoveable. personal property to be
seized, and blin and thern to be safely kept until such time is the
Court may order.
172. Any poAvers by this Ordinance conferred on the Court shaH
be in addition to and not, in restriction of any existing powers of
institiding proceedings against any contributory or debtor of the
company, or the estate of any contributory or debtor for the call or
other stuns.
Enforcement of and Appeal from Orders.
173. Orders made by the Court under this Ordinance may be
enforced in the same manner as orders made in any action pend'
therein.
174. Subject to rules of court, an appeal from any order or
decision made ot. given in the winding up of a company by the
Court tinder this Ordinance shall lie in the same manner and subject
to the same conditions as an appeal from any order or decision of
the Court in cases within its original Jurisdiction; subject to this
restriction that Do such appeal shall be heard unless notice of the
same is filed within 14 days irom the date of the order or decision
complained of, unless such tirne is extended by the Full Court.
Voluntary Winding Up.
175. A company may be wound tip voluntarily-
(1) when the period (if any) fixed for the duration of the com-
pany by the articles expires, ot. 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 resolu-
tion requiring the company to be wound up -voluntarily;
(2) if the company resolves by, special resolution that the com-
pany be Wound up voluntarily
(3) if the company resolveE. by extraordinary resolution to the
effect that it caDnot by reason of its liabilities continue itg business,
and that it is advisable to wind up.
176. A voluntary winding up shall be deenied to cominence at the
time of the passing of the resolution authorising the winding up.
177. When a company is wound up voluntarily the company
sball, from the commencement of the. winding up, cease to carry on
its business, except so faxbe required for the beneficial
winding up thereof
Provided that the corporate state and corporate powers of the
company sball, notwithstanding anything to the contrary in its
articles, continue until it is dissolved.
178. When a company has resolved by special or extraordinary
resolution to wind lip voluntarily, it shall give notice of the resolu-
tion by advertisement in the Grazette.
179. The-following consequences shall ensue on the voluntary
winding up of a company
(1) the property of the company shall be applied in satisfaction of
its liabilities pari passu, and, subject thereto, stall, 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 tbe'purpose of winding lip the affairs and distributing
the assets of the company, and may fix the remmieratiern 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 meet-
ing, or the liquidator, sanctions the continuance thereof;
(iv) the liquidator may, without the sanction of the Court,
exercise all powers by this Ordina;nce given to the liquidator in a,
winding up by the Court;
(y) the liquidator may exercise the powers of the Court under
this 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 privid ' facie evidence of the
liability of the personsnanied therein to be contributories;
(vii) when.several liquidators are appointed, every power hereby
given inay be exercised by sijch one or more of them as may be
determined at the time of their appointment, or in default of such
determination by any miniber not less than two;
(viii) if froin any cause whatever there is no liquidator acting, the
Court may, on the application of a contributory, appoint a liqilida-
tor
(ix) the Court may,. on cause shown, remove a liquidator, and
appo nt another liquidator.
180.-(1) The liquidator in a voltintary winding-up shall, within
5 weeks after his appointment, file ,vith the Registrar of Companies
a notice of his appointment in the form prescribed by the Governor.
(2) If the liquidator falls to comply with the requirements of thile
section he shall be liable to a finenoft exceeding .50 dollars for every
day during which the default contifflies.
181-(1) Every liquidator appointed by a company in a voluntary
winding-up shall, within 3 weeks from his appointment ` send notice
by registered post to the Official Receiver and to all persons ivbo
appear to him to be creditors of the company that a meeting of the
creditors of the company will be held on a date, not being less than
4 nor more than .5) weeks after his appointment, and at a place and
hour, to be specified in the notice, and shall also advertise notice of
the ineetinPonce in the Gazette and orwe at least in two local news
papers circtilatitig in the district where the principal place of busi-
ness of the company was situate.
(2) At the nieetiDg to be held in pursuance of the foregoing pro-
visions 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 appoint-
ment of any person as liquidator in the place of or jointly with the
liquidator appointed by the company, or for the appointment of a
committee of inspection, and, if the creditors so resolve, an applica-
tion may be made accordingly to the Court at any time, not later
than 14 days after the date of the meeting, by any creditor appoint-
ed 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 company and for
the appointment of some other person as liquidator, or for the
appointment of some other person to act as liquidator jointly with
the liquidator appointed by the company, or for the appointment of
a committee of inspection either together with or without any slich
appointment of a liquidator, or such other order as, having regard
to the interests of the creditors and contributories of the company,
may seem just.
(4) No appeal shall lie from an order of the Court upon such
application under this section.
(5), The Court shall inake 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 liquidation, there were
reasonable grounds for the application, may order the costs of the
application to be paid out of the assets of the company, notwith-
standing that tfle application is dismissed or otherwise disposed of
adversely to the applicant.
182-(1) If a vacancy occurs by death, resignation, or otherwise
in the office of liquidator appointed by the company in a voluntary
winding up, the company in general meeting may, subject to any
arrangement with its creditors, 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 prescribed by the
articles, or in such manner as.may, on application by any contribu-
tory 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 delegate to its
creditors, or to any committee of them, the power of appointing
liquidators or any of them, and of supplying vacancies among the
liquidators, or enter into any arrangement 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 efrect as if it bad been done by the
company.
184.-(1) Any arrangement entered into between a company
about to be, or In the course of being, wound up voluntarily and its
creditors shall, subject to any right of appeal under this section, be
binding on the company if sanctioned by an extraordinary resolu-
tion, and on the creditors if acceded to hy three fourths in iminber
and value of the creditors.
(2) Any creditor or contributory may, within 3 weelis froin tile
completion ol' the arrangement, appeal to the Court against and
the, Court may thereupon as it thinks just, amend, vaary 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 be trans-ferred or sold to
another company (in this section called the transferee company), the
liquidator of the first -mentioned. company (in this section call ed the
transferor company) may, with the sanction of a special resolution
of that company, conferring either a general authority on the
liquidaator or an authourity in respect of any partienlar arrangement,
receive in compensation or part compensation for the transfer or
sale, shares, policies, or other like interests in the transferee com-
pany, for distribution aniong the members of the transferor
company, or may enter into any other arrangement whereby the
inembers of the transferor company may, in lieu of receivin's 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 aarrangement in pursuance of this section shall be
binding on the members of the, transferor company.
(3) If any member of the transferor conipany who did not vote
in favour of the special resobition at either of the meetins held for
passing and confirming the sanie expresses his dissent therefrom in
writing addressed to the liquidator, and left at the registered office
of the company within 7 days after the confirmation of the resolu-
tion, he may require the liquidator either to abstain from carrying
the resolution into effect, or to purchase his interest at a price to
be determined by agreement or by arbitration in manner provided
by this section.
(4) If the liquidator elects to purchase the member's interest the
purchase money must be paid before the company is dissolved, and
be raised by the liquidator in such waiiner as may be determined
by special resolution.
(.5) A special resolution shall not be invaliel. for the Inirposes ol
this section by reason that it is passed before or concurrently with
a resolution for windig-up the conipany, or for appointing- liquida~
tors ; but, if an order is made within a year for winding tip the
company by or subJect to the supervision of the Court the special
resotution 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, 184-5, with
respect to the settlement of disputes byshall be lil-
corporated with this Ordiriance. In the consti-tiction of such
provisions this Ordinance shall be deemed to be the special Act,
and ' the company - shall inean the transferor company, and the
words - the Board of Trade - shall be read is meaning the
Governor, and any appointment by the said incorporated provisions
directed to bc made under the hand ol the secretary, or an)- two
of the directors, inay be made under the hand of the liquidator if
only one, or any two ot. more of' the liquidators if more tban one.
186.-M Where a company is being wound up voluntarily the
liquidator or any contribi-itory or creditor or the Official Beceiver
may. apply to the Cotirt to determine any question arising in the
winding up, or to exercise, as respects the enforcing of calls, or any
other inatter, all ov any of the powers which the Court inight
exercise if the company were being wound up by the Court.
(2) The Court, if satisfied that the determination of the question
or the required exercise of power will be Just and beneficial, may
accede wholly or partially to the application on such terms and
conditions as the Court thinks fit, or may wake such other order on
the application as the Court thinks just.
187.-0) where a coinpany is being wound tip voluntarily, thS
liquidator way summon general meetings of the company for the
purpose of obtaining the sanction of the company by special or
extraordinary resolution, or for any other purposes he inay think
fit.
(2) In the event of the winding up continuing for more than on,
year, the liquidator shall summon a general meeting of the compally
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 winding up during the
precediner year.
188.-(1) In the case of everv voluntarv 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, showilig how the windign
up has been conducted axid the property ol the company has been
disposed of; and thereupon shall forward a copy, of the account to
the Official Receiver shall have full power to investigate and
report thereon, and thereafter the liquidator shall call a general
ineeting of the company for the purpose of laying before it the
account and tlie Official Receiver's report (if any), and giving any
explanation thereof.
(2) The meeting. shall be called by advertisement in the Gazette
and in .2 local newspapers circulating in the district where the
principal place of business of the company was situate, specifyincr
the tinie, place, and. object thereof, and published ape month at
least before the meeting.
(3) Within 3 after the meeting the liquidator shall inake
a return to the Registrar of Compatiles of the holding of the meet-
ing, and of its date, and in default of so doing be, shall be liable
to a fine not exceeding :50 dollars for every day during which the
default continues.
(4) The Registrar on receiving the return shall forthwith register
it, and on the expiration of 3 months front the registration of the
return the company shall be deemed to be dissolved :
Provided that the Court may, on the application of the liquidator
or of the Official Receiver or ol any other person who appears to the
Court to be interested, make an order deferring the date at which
the dissolution of the company is to take effect for such time as the
Court thinks fit.
(5) It shall be the duty of the person on whose application an
order of the Court under this section is made within 7 days aiter
the making of the order, to. file with the Registrar an office copy of
the order, and if that person falls so to do lie shall be liable to a
fine not exceediny 50 dollars for every day during which the default
continues.
189. All costs, charges, and expenses properly incurred in the
voluntary winding up of a company, including the remuneration of
the liquidator, shall be payable out of the assets of the company in
priority to all other claims.
190. The voluntary winding tip of a compaDy shall not bar the
right of any creditor or contributory to have it wound up by the
Court, if the Court is of opinion, lu the case of an application by a
creditor, that the rights of the creditor or, in the case of an applica-
tion 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
order 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 or any of the proceedings in the voluntary winding
up.
Winding Up sublect to Snpervision of Court.
192. When a company has by special or extraordinary resolution
resolved to wind up voluntarily, the Court may make an order that
the voluntary winding up shall continue but subject to such super-
vision ol' the Court, and with such liberty for creditors, contribu-
tories, or others to apply to the Court, and generally on such terms
and conditions as the Court thinks just.
193. A petition for the continuance of a voluntary winding up
subject to the supervision of the Court shall, for the purpose of
giving Jurisdiction to the Court 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 matters relating to the winding tip
subject to supervision, have regard to the wishes of the creditors
or contributories as proved to it by any sufficient evidence.
195.-.(1)Where an order is made for a winding up subject to
supervision, the Court may by the same or any subsequent order
al)t)oint any additional liquidator.
(2) A liquidator appointed by the Court under this section shall
have the same powers, be subject to the same obligations, and in
all respects stand in the sanic position as if he had been appointed by
the company.
(3) The Coort may remove any liquidator so appointed by the
com.t or arty liquidator continued under the supervision order and
fill any vacancy occasioned by the removal, or by death or resig-
nation.
196.-(1) Where an order is niade for a winding up subject to
Supervision, the liquidator may, subject to any restrictions imposed
by the Cotirt, exercise all his powers, without the sanction or in-
tervention of the Court, lu the same nianner as It' the conipany
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 following provisions
of this Ordinance, namely, those contained in ssection 143, 144,
(except sub-section 9), 147 149 150 151 153 155 156 157
168 and 170, but subject as aforesaid, an order for a winding up
actions an dother proceedigns, the making and enforcement of calls
and the exercise of all other powers, be deemed to be an order for
windign up by the Court.
197.-0) In the case of voluntary winding up, every transfer of
shares, except transfers made to or with the- sanction of the
liquidator and every alteration in the status of the members of
the company made alter the commencement oil the windign 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 even, transfer ot' 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 in~olvent coni-
panies to the application, in accordance with the provisions of this
Ordinance, of the law of bankruptcy) aill debts payable on a com-
tingency, and all clairns against the company, present or futurk.,
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 beat- 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 11)
force for the time being tinder the law of bankrupcy with respect to
the estates of persons adjudged bankrupt; and all persons who in
any such case would be entitled to prove for arid receive dividends
out of the assets of the company mas, 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 winding up there shall be paid in prionty to other
debts,-
(a) all local rates due from the company at the (late hereinafter
mentioned, and havino, become clue and payable within 1.2 month.-,
next before that date; and
(b) all wages or salaxy of any clerk or servant in respect of services
rendered to the company during 4 niontbs before the said date, not
exceeding 500 dollars; and
(c) all wagess of any workman or labourer not exceedin,' 250
dollars, whether payable for time or for piece-work, in respect of
services rendered to the company during 2 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 payment of
general creditors are insufficient to meet them, have priority over
the claims of holders of debentures tinder any floating charge created
by the company, and be paid accordingly out of any property com-
prised 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 corn-
pany within 3 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 tinder any such charge
the person entitled to apply for a. warrant of distress shall have the
same rights ol' priority as the person to whoin the payment is made.
(5) The date hereinbefore in this section referred to is,-
(a) in the case of a company ordered to be wound up compulsorily
which bad P-ot previously commenced to be wotind up voluntarily,
the date of the winding tip order; and
(b) in any other case, the date ol' the commencenient of the wind
ing up.
201-(1) Any conveyance, mortgage, delivery of goods, pay-
ment, execution, or other act relating to property which would, if
made or done by or against an individual, be- deemed in his bank-
ruptcy a. fraudulent preference, shall, if made ot, done by or against
a company, be deemed, in the event of its being wound up, a fraud-
ulent 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 windin,g up by -or subject to the
supervislon of the Court, ari.d a resoIntion 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 pro-
perty 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 com-
pany after the -commencement of the winding up shall be void to
all intents.
2030. When a company is being wound up, a floating charge on
the undertaking or property ot' the company created within 3
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 ainount at the rate of 5 per cent.
204.-(.1) The liquidator may, with the sanction following
(a) in the case of aup by the Court, with the sanction
either of the ConA or of the committee of Inspectlion
(b) in the case of any windign up subject ot supervision, with
the sanctionof the Court; and
(c) in the case of a voluntary winding up, with the sancton of an
extraordinary resolution of the company
do the following things or any of them:-
(i) pay any compromise or arrngement with creditors or per-
(ii) make any compremise or arangement with creditors or per-
sons claiming to be creditors, orhaving or alleging themselves to
have any claim, present or future,certain or contirngent, ascertained
or sounding only in damages, againt the company,or whereby the
company may be rendred liable:
(iii)comproise all calls and liabilities to calls, debts, and
laibilities capable of resulting in debts, and all claim, present or
furture, certaain or contingent, ascertained or sounding only in
damages, subsisting or supposed to subsist between the company
and a contributory, or alleged contributory,or other debtor or
person apprehending liability to the company, and all questions in
any way relating to or affectign 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 .
(2) In the casse 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 hte 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
appears that any person who has taken parat in the formation or
promotion of hte company, or any past or present director, manager,
or liquidator, or any officer of the company, has misapplied 011
retained or become liable or accountable for any money or property
of the company, or been guilty of any misfeasance or breach of
trust in relation to the company, the Court may, on the application
of the Official Receiver, or of the liquidator, or of any creditor or
contributory, examine into the conduct of the promJer, 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 Dot with standing that the offence is
one for which the offender may be criminally responsible.
(3) Where in the case of a winding up all order for payment of
money is made under this section, the order sliall be deemed to be
a final Judgment within the weanin., of section 3 (1) (g) of the Bank-
ruptey Ordinance, 1891.
208. If any director, officer, or contributory of arty company being
wotind. up destroys, mutilates, alters, or falsifies any books, papers,
or securities, or makes or is privy to the making of any false ol.
fra,iid,iileDt entry in any register, book of account,, or documenit
belonging to the company wiht intent to delrand or deceive any
person, he 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 supervision of the Court that any past or
present director, manager, officer, or inember of the company has,
been guilty of a;ny offence in relation to the company for which he
is criminally responsible, 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 he paid out of the assets of the company.
(2) If it appears to the liquidator 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 liquida-
tor, with the previous sanction of the Court, may prosecute the
offender, and expenses properly incurred by Lim in the prosecution
shall be payable out of the assets of the company in priority to all
other liabilities.
208. If any person, on examination on oath authorised under this
Ordinance, or in any affidavit or deposition in or about the winding
tip of any company, or otherwise in or about any matter arising
under this Ordinance, wilfully and corruptly gives false evidence,
he shall be liable to the penalties for wilful perjury. -
209.-(1) Where by this Ordinance the Court is authorised, 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 condneted in such manner as the Court directs, and may appoint
a person to act as chairman of any such weeting and to report the
result thereof to the Court.
(2) In the case of creditors, regard shall be had to the value of
each creditor's debt.
(3) In the case of contributories, regard shall be had to the number
of votes conferred on each contributory by the articles.
210. Where any company is bein wound up, all books and papers
of the company, and of the liquidators shall, as between the con-
tributories of the company, be prima faclie evidence of the truth of
all matters purporting to be therein recorded.
211. After an order for a winding up by or subject to the
supervision of the Court, the Court may make stich order for in-
spection by creditors and contributories of the company of its books
and papers as the court thinks just, and any books and papers in le
possession of the company inay be inspected by creditors or con-
tributories 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 5 years from the dissolution.of the company no res-
ponsibility shall rest on the company, or the liquidators, or any
person to whom the custody of the books aild. papers has been
committed, by reason of the sane not being 120i.tbcoi-ning to any
person claiming to be interested therein.
211-M Where a company has been dissolved, the Court nay
at any time within 2 years of the. date of the dissolution, on an
application being made for the purpose by the liquidator of the
coitipany or. by any other person who appears to the Coin't to be
interested, inake an order, upon sticb terins as the Court thinks fit,
declaring the dissolution to have been vold, and thereupon such pro-
ceedings 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 7 days after theof the order,
to file with the Registrar of Companies an ortice copy of the
order, and if that person fails so to do lie shall bc liable to a fine not
exceeding 50 dollars for every,- day during which the default
continues.
214.-(1) Where a company is being wound up,if the winding
lip is riot conchided.one, year allter its commencement the
liquidator shall, at sitch inter-vals is inay be until the
winding up is concluded, send to Registrar of Companies a state
inent in the prescribed form and containign the preseribed particu
lars with respect to the proceeding.-, in and position of the liquidation.
(2) Any person stating himself in writing to be a creditor or con-
tributory of the company shall be entitled, by hiniself or by his
agent, at all reasonable tirnes, on payment of the prescribed fee, to
inspect the statement, and to receive a. copy thereof or extract
therefrom; bitt 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.
(3) If a liquidator falls to comply with the requiremennt of this
section he shall be liable to apfine not exceeding 500 dollars for each
day during which the default continues.
(4) If it appears from any such statemetit or otherwise that a
liquidator has in his hands or under his control any motiey represent-
ing unclaimed or undistributed assets of the company which have
re.mained unclaimed or undistributed for 6 months after the date of
their receipt, the liquidator shall forthwith pay the same to the
Companies Liquidation Account at the bank, and shall be entitled
to the prescribed certificate of receipt for the money so paid, and that
certificate shall be an effectual discharge to him in respect thereof.
G5 5) For the purpose of ascertaining and getting in any money paN -
able into the bank in pursuance of this section, the like powers inay
be exercised, and by the lihe authority, as are exerciseable under
section 80 of the Bankruptcy Ordinance, 1-891, for the purpose of
ascertaining and getting in the sums, funds, and divIdendsreferred
to in that section.
(6) Any person to be entitled to any woney paid into the
bank in pursuance ol this section may apply to the Official Receiver
for payment of the same, and the Official Receiver may, on a certifi-
cate by the liquidator that the person claiming is entitled, make In
order for the payment to that person of the stini. due.
(7) Any person dissatisfied with the decision of the Official
Receiver ill respect of any claim niade in pursuance of this section
may appeal to the Court.
215. In all proceedings under this Part. of this Ordinance, all
Courts, Judges, and percons judicially acting, and all officers,
judicial or ministerial, of any Court, or einploved in enlorcling the
process of an), Court, shall take Judicial notice of the sigriature of
any officer of the Court, and also of the official seal or starnp of the
several offices of the Court, appended to or impressed an any docu-
ment made, issued, or signed under the provisions ol Allis Part of
this Ordinance, or any official copy thereof.
216.--(1) Any affidavit required to be sworn under the provisions
or for the purposes of this Part of this Ordinance inay be sworn in
the Colony, or elsewhere withEri the dominions of Ilis Majesty,
before any Court, Judge, or person 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 dorninions.
(2) All Courts, Judges, Justices, commissioners, and penans
acting judicially shall take judicial notice of the seal or stamp or
si-nature (as the ease inay be) of any such Court, Judge, person,
consul, or vice-consul, attached, appended, or subscribed to any
such affidavit, or to any other document to bc used for the purposes
of this Part of this Ordinance.
217.-W An account, called the Companies Liquidation Account,
shall be kept by the Official Receiver at such bank as the Treasurer
may direct, and all moneys received by the Official Receiver in
respect of proceedings under this Ordinance in connection with the
winding up of companies shall be paid to that account.
(2) All payments out of money standing to the credit of the
Official Receiver In the Companies Liquidation. Account shall be
made by the said bank in the prescribed manner.
218.-(1) An account shall be kept by the Official Receiver 01,
the receipts wid payments in the winding up of each company and,
when the cash balance standing to the credit of the account ol' any
company is in excess of the amount which, in the opinion of the
committee of inspection, is required for the tinie, being to answer
demands in respect of that company's estate, the Official Receiver
shall, on the request of the committee, invest the amount riot so
required in such securities as the Court may direct, to be placed to
the credit of the said accounll 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 coinpa-ny, the Official Receiver shall, on
the request of the committee, raise such sum as inay be required by
the sale of such part of the said securities as inay be necessary.
(3) The dividends on investments under this section shall be paid
to the credit of the coinpany.
219.-(1) The Governor may appoint such additional officers as
may be required for the execution of this Part of this Ordindnee
and may reniove any person so appointed.
(2) The Governor shall direct whether any and what renmnera-
tion is to be allowed to any officer or person performing any duties
under this Part of this Ordinance in relation to the winding tip of
companies, and may vary, increase, or diminish that remuneration
as he thinks fit.
(3) The accounts of the Official Receiver under this Ordinance, in
relation to the winding up of companies shall be audited in such
manner as the Giovernor may direct, and the Official Receiver shall
make such returns and give such Linforniation as the Governor way
direct.
Rules and Fees.
220.-M The Chief Justice with the approval of the Legislative
Council may ii)ake general rules for carrying into elfect 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
OL' this Ordinance including rules as to costs and fees.
(2) There shall be paid in respect of proceedings under this Ordi-
nance in relation to the winding up of companies such fees and by
such person and in such manner-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.
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 ai~ are provided for
similar matters or proceedings in the Original Jurisdiction ol' the
Court.
Removal of Defunct Companies from Register.
222.-(1) Where the Registrar of Companies has reasonable
cause to believe that a company is not carrying on busine3s or in
operation, he shall send to the. company by registered post a letter
inquiring whether the company is carrying an business or in
operation. -
(2) If the Registrar does Dot within one month of sending the
letter receive any answer thereto, he shall within 14 days alter 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 from the date thereof, a, notice will be
published in the Gazette with a view to striking, the name of the
company off the register.
(3) If the'Reaistrar 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 com-
pany by post, a notice that at the expiration of 3 months from the
date of that notice theliaine of the company mentioned therein will,
unless cause is shown to the contrary, be struck ofr the register and
the company will be dissolved.
(4) If, in any case Where a company is being wound up, the
Registi7ar has reasonable caiise 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 niade by the liquidator have not been
made for a period of 6 consectitive months after notice by the
Registrar demanding the reflirlis has been sent by post to the
company, or to the liquildator at his last known place of business,
the Registrar may pitblish in the (lazette and send to the company
a like notice as is provided in the last sub-section.
(5) At the expiration of the time mentioned in the notice the
Registrar may, unless cause to the contrary is previously shown by
the Con-tparly, 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 compativ shall be dissolved : Provided that the
liability, (if any) of every director, managing officer, and member
of the company shall contimie and may be enforced as if the corn-
pany bad not heen dissolved.
(6) If a coinpany or any member or creditor thereof feels
aggrieved by the company liaving been struck off the register, the
Court on. the applicatimi of the con.1pany or member or creditor may,
if satisfied tbat the cornpany was at the tirne of the striking off
carrying on business or In operation, or otherwise that it is just
that the be restored to the register, order the name of
the company to be restored to the re-lister, and thereupon the com-
pany -shall he deemed to have contlimed in existence as if its name
had not een struck off: and the Court may by the order give such
directions and make sitch provisions as seem just for placing the
company and all other person.. in the saine position as nearly as may
be as if the name of the comparty had not been struck off.
(7) A letter ot. notice tinder 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 officerof the company, or, if there is
no director or officel. of the company whose name and address are
known to the Registrar, may be sent to each of the persons who
sbscribed the meinoratidum, addressed to him at the address
mentioned in the memorandum.
PART V.
REGISTRATION OFFICE AND FEES.
223.-(1) For the purposes of the registratioti of companies
under this Ordinance, there shall be a, registration office in the
Colony.
(.2) The Governor may appoint such registrars, assistant registrars,
clerks, and servants as lie 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.
(3) The salaries of the persons appointed ituder this section shall
be fixed by the Governor.
(4) The Governor may direct a seal or scals to be prepaxed fol.
the authentication of documents required for or connected with the
registration of companie..
(.5) Any penson rnav inspect the documents kept by the
oil payment of 1 dollar for each inspection ; and any person may
require a. certificate of the incorporation of any company, or a copy
or certi. ed copy thereof, or a copy 01. extract of any other document
or ally part of any other (lociin~ciit, to be certified by the Registrar,
on payment of 5 dollars for a certificate of incorporation ol. a copy
or certified copy thereof, and of 40 cent,-, for each folio of a certified
copy or extract of, ally other
(6) A copy of or extract. from any docimient kept and registered
at the office for the registration of companies certified to be a true.
copy under the hand of the Registrar or an Assistant Registrar 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-other
wise directs, be done to or by the existing Reffistrar of Companies,
or in his absence to or by such person as the Govrnor may
authorise.
224. There shall be paid to the 'Registrar inrespect of the several
matters mentioned in Table B in the 1st schedule the several fees
therein specified or such smaller fees as the Governor may direct.
PART VI,
APPLICATIOX Or, ORDENANCE TO CO-IMPANIES FORMED AND
RMIGSTERED UNDER FORMFR ORDINANCES.
225. In the application of this Ordinance.. to existing cornpa;nies,
it shall apply in the same manner in the case of a limited company,
other than a company llinited by guarantee, as if the company bad
been formed and registered under this Ordinance as a company
limited by shares; in the case of a, company limited by guarantee,
as if the coinpany bad been formed and registered under this Ordi-
nance 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 ~inder this Ordinance as an unlimited
company:
Provided that relerence, express or iniplied, to the date of
registration shall be construed as a reference to the date at wIfich
the company was in fact registered.
226. This Ordinance shall a ply to every company registered but
not formed under the Companies Ordinance, 1865, in the same
manner as it is hereinafter in this Ordinance declared to apply to
companies registered but not formed under this Ordinance
Provided that reference, express or implied, to the date ol regis-
tration shall be construed as a reference to the date at which the
company was registered under the. Companies Ordinance, 186.5.
PART VII.
COMPANIES AUTHOURISED TO REGISTER UNDER THIS ORDINANCE
227.-(1) With the exceptions and subject to the provisions men-
tioned and contained in this section,-
(1) any company consisting, of 7 or more members, which was
formed for the purpose of carrying on the business of banking, and
which was in existence at the coinmencement of this Ordinance;
(5) any company consisting ol 7 or more members, which was in
existence on the 1st _May, 186.5 ;
(iii) any company formed after the date aforesaid, -whether be-
fore or after the commencement of this Ordinance in pursuance of
any Ordinance other than this Ordinance, or being otherwise dully,
constituted by law, and consisting of 7 or more members;
may at any time register under this Ordinance as an unlimited
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 'rn purstiance of this section;
(b) a company having the liability of its inertibers limited shall
not register in pursuance of this section as an unlimited company
or as a company linuted by guarantee;
(c) a company that is not a joint stock company as hereinafter
defined shall not register in pursuance, of this section as a, company
limited by shares;
(d) a company shall riot register. In pursuance of this section with-
out the assent of a, majority of such of its members as are present
in person or by proxy (in cases where proxies are allowed by the
regulations ol the company) at a general meeting sumnioned for the
purpose;
(e) where a cowpany not having the liability of its incinbers
limited is aboid to register as a limited company, the majority
required to assent as aforesaid shall consist of not less tban threc-
fourths of the members pre-ent in persoll 01, 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 rgistered shall be accom-
panied by a resoIntion declaring that each member undertakes to
contribute to the assets of the company, M 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 ceased to be a niember, and of the costs and expenses of
winding up, and for the adjustment of the rights of the contribu-
tories among themselves, such aniount 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 regulations of the company.
(4) A company registered under the Companies Ordinance, 186.5,
shall not be registered in pursuance of this section.
228. For the purposes of this Part of this Ordinance, 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
of fixed amount, or held and transferable as stock, or divided and
held partly in one way and partly In the other, and formed on the
principle of having for its members the holders of those shares or
that stock, and no other persons; and such a company when
registered with limited liability under this Ordinance shall be
deemed to be a company limited by shares.
229.-(1) A bank of issue registered under this Ordinance 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 instifficient to satisfy the claims of both the note-holders
and the general creditors, then the members, after satisfying the
remaining deniands of the note-holders, shall be liable to contribute
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 expression the general
assets---means the funds available for payinent of the general credi-
tor as as the note-holder.
(3) Any bank of issue registered under this Ordinance as a limited
company may state on its notes 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 this
Ordinance of a joint stock company there shall be delivered to the
Registrar 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 rnore than 6 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;
(2) a copy of any Act of Parliament, Ordinance, royal charter,
letters patent, deed of settlement, contract of copartnery, cost book
regulations, or other instrument constituting or regulating the
company; and
(3) if the company is intended to be. registered as a, limited coin-
pany, a statement specifying the following particulars :-
(a) the nonainal 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 amount paid on each
share ;
(c) the name of the company, with the addition of word -Limited-
as the last word thereof; and
(d) In the case of a company Intended to be registered as a com-
pany limited by guarantee, the resolution declaring the amount of
the guarantee.
231. Before the registration in pursuance of this Part, of this Or-
dinance of any company not beingy a Joint stock company, there
shall be delivered to the Registrar-
(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 copartnery, cost book regulations, or
other instrument constituting or regulating the company ; and
(3) in the case of a company intended to be registered as a com-
pany limited by guarantee, a copy of the resolution declaring the
amount of the guarantee.
232. The lists of members and directors and any other particulars
relating to the company required to be delivered to the Registrar
shall be verified by a statutory declaration of any two or more
directors or other principal officers of the company.
233. The Registrar may require such evidence as he, thinks neces-
sary for the purpose of satisfying himself whether any company
proposing to be registered is or is not a Joint stock company as
hereinbefore defined.
234.-(1) Where a banking company which was in existence at
the time of the commencement of this Ordinance proposes to register
as a limited company, it shall, at least 30 days More 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 sec-
tion, 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 otherivise, the
certificate of registration with limited liability shall have no opera-
tion.
235. No fees shall be charged in respect of the registration in
pursuance of this Part of this Ordinance 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 Parliament or letters patent.
236. When a company registers in pursuance of this Part of this
Ordinance 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 of this
Ordinance with respect to registration, and on payment of such fees,
if any as are payable under Table B in the 1st schedule, the Regis
trar shall certify under his hand that the company applying for
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.
22S. All property, 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 of this Ordinance, shall on registration
pass to and vest in the conipany as incorporated under this Ordi-
nance for all the estate and interest of the company therein.
239. Registration of a company in pursuance of this Part of this
Ordinance 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 coinpany before registration.
240. All actions and other legal proceedings which at the time of
the registration of a company in pursuance of thi3 Part of this
Ordinance are pending, by or against the company, or the public
officer or any member thereof, may be continued in the same man-
ner as if the registration had not taken place; nevertheless, execution
shall not issue against the effects of any individtial member of the
company on any judgment, decree, or order obtaitied in and, such
action or proceeding.; but, in the event of the property and effects
of the company being insufficient to satisfy the hidgment, decree,
or order, an order may be obtained for winding up the corupany.
241. when a company is registered in pursuance of this Part of
this Ordinance-
(i) all provisions contained in any Act of Parliament, Ordinance,
deed of settlement, contract of copartnery, cost book regulations,
letters patent, or other instrument constituting or regulating the
company, including, in the case of a company registered as a Coin
pany 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, had been formed under
this Ordinance, have been required 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 1st schedule shall not apply
unless adopted by special resolution ;
(b) the provisions of this Ordinance relating to the numbering of
shares shall not apply to any joint stock company whose shares are
not numbered;
(c) subject to the provisions or this section the company shall not
have power to alter any provision contained in any Act of Parlia-
ment 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 provision con-
tained 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 ol the com-
pany 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 adjustment of the rights of the meinbers among them-
selves respect of any such debt or or to pay or contribut
e
to the payment of the costs and expenses of winding up the con)-
pany, so far as relates to such debts or liabilities as aforesaid; and
every contributory shall be liable to contribute to the assets of the
company, in the course of the winding up, all sums due from him
in respect of any such liability as aforesaid ; and, in the event of the
death, bankruptcy, or insolvency, of any contributory, or marriage
of any fernale contributory, the provisions of this Ordinance with
respect to the personal representatives, heirs, and devisees of de-
ceased contributories, to the trustees of bankrupt or insolvent
contributories, and to the liabilities of husbands and wives respec-
tively, 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
Parliament, Ordinance, royal charter, deed of settlement, contract
of copartnery, cost book- regulations, letters patent, or other instru-
ment constituting or regulating the company.
(Iv) Nothing in this section shall authorise the company to alter
any such provisions contained in any deed of settlement, contract
of copartnery, cost book regulations, letters patent, or other instru-
ment constituting, or regulating the company, as would, if the com-
pany 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
copartnery, cost book regulations, letters patent, or other instrument
constitutary or regulating the company, be vested in the company.
242.-(1) Subject to the provislons of this section, a company
registered in pursuance of this Part oi this Ordniance may by 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 fat. as applicable apply to an alteration under this
section wsith the following modifications :-
(a) there 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 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 incinoranduln and those articles,
and the company's deed of settlement shall cease to apply to the
company.
(3) An alteration under this section max be made either with or
without any alteration of the objects of the company under this
Ordinance.
(4) In this section the expression - deed of settlement - includes
any contract of copartnery or other instrument constituting or re-
gulating 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 making of a winding-up order shall, in the case of a company
registered in pursuance of this Part of this Ordinance 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 niade for winding up a company
registered in pursuance of this Part of this Ordinance no action or
Proceeding shall be commenced or proceeded with against the com-
pa,ny or any contributory of the company in respect of any debt or
the company, except by leave of the Court, and subject to such terms
as the Court may impose.
PART VIII.
WINDING UP OF UNREGISTERED COMPANTES.
245. For the purposes of this Part of this Ordinance the expres-
sion----unregistered comany---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 7 members.
246.-(1) Subject to the provisions of this Part of this Ordinance
any unregistered company may be wound up under this Ordinance
and all the provisions of this Ordinance with respect to winding
up shall apply to in unregistered company, with the following
exceptions and additions
(1) The principal place, of business, in the Colony of an im-
registered 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 all 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 an 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 deemed to be unable to pay its debts :-
(a) if a creditor, by assignment or otherwise, to whom the com-
pany is indebted in a sum exceeding 500 dollars thert due, has served
on the company, by leaving at its principal place of business, or by
delivering to the secretary or some director, manager, or principal
officer of the coinpany, or by otherwise serving in such manner as
the Court may approve or direct, a demand under his band requiring
the company to pay the sum so due, and the company has for 2
months alter 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 tor any debt or demand due, or claimed to be due,
from the company, or from him in his character of member, and
notice in writing of the institution of the action or proceeding having
been served on the cowpany by leaving the same at its principal
place of business, or by delivering it to the secretary, or some
director, nianager, or principal officer of the company, or by other-
wise serving the same in such manner as the Court may approve
or direct, the company has not within 10 days after service of the
notice paid, secured, or compounded for the debt or demand, or
procured the action or proceeding to be stayed, or indemnified the
defendant to his reasonable satisfaction against the action or pro-
ceeding, and against all costs, damages, and expenses to be incurred
by him by reason of the same;
(c) if execution or other process Issued on a Judgment, decree, or
order obtained in any Court in favour of a creditor against the
company, or any member thereof as such, or any person authorised
to be sued as nominal defendant on behalf of the company, is
returned unsatisfied.;
(d) if it is otherwise proved to the satisfaction of the Court that
the company is unable to pay its debts.
(2) Nothing in this Part of this Ordinance shall affect the opera-
tion of any enactment which provides for any partnership, associa-
tion, or company, being wound up, or being winding up as a company
or as an unregistered company, under any enactment repealed by
this Ordinance except that references in any such first-mentioned
enactment to any such repealed enactment shall be read as refer-
ences to the corresponding provision (if any) of this Ordinance.
247.(1) In the event of an unregistered company being wound
up every person shall be deerned to be a contributory wbo is liable
to pay or contribute to the payment of any debt or liability of the
company, or to pay or contribute to the payment of any sun, for
the adjustment of the rights of the nienibers among themselves, or
to pay or contribute to the payment of the costs and expenses of
winding up the company and every contributory shall be liable to
contribute to the assets of the company all sums due from him in
respect of any such liability as aforesaid.
(12) In the event of the death , bankruptcy, or Insolvency, of any
contributory, or marriage of any female contributory, the provisions
of this Ordinatice 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.
248. 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
making of a winding-up order shall, in the case of an unregistered
company, where the application to stay or restrain is by a creditor,
extend to actions and. proceedings against any contributory of the
company.
249. Where an order has been made for winding-up all unregister-
ed company, no action or proceeding shall be proceeded with or
commenced against any contributory of the company in respect of
any debt of the company, except by leave ol the Court, and subject
to such terms as the Court may impose.
250. If an unregistered company has no power to sue and be sued
in a common name, or if for any reason it appears expedient., the
Court may by the winding-up order, or by any subsequent order,
direct that all or any part of the propertly, real and personal (Includ-
ing things in action), belonging to the company or to trustees on
its behalf, is to vest in teh liquidator by his official name, and there
upon the property or the part thereof specified in the order shall vest,
accordingly; and the liquidator may, after giving such indemnity
(if any) as the Court may direct, bring or defend in his official name
any action or other legal proceeding relating to that property, or
necessary to be brought or defended for the purposes of effectually
winding up the company and recovering its property.
251. The provisions of this Part of this Ordinance with respect
to unregistered companies shall be in addition to and not in restric-
tion of any provisions hereinbeiore in this Ordinance contained with
respect to winding up companies by the Court, and the Court or
liquidator may exercise any power or do any act in the case of
unregistered companies which might be exercised or one by it or
him in winding up companies formed and repstered under this
Ordinance; but an unregistered company shall not, except in the
event of its being wound up, be deemed to be a company under this
Ordinance, and then only to the extent provided by this Part of this
Ordinance.
PART IX
COMPANIES ESTABLISEED OUTSIDE THE COLONY.
252.-(1) Every company incorporated outside the Colony which
shall establish a place of business within the Colony, shall within
one month from the establishment of the place or busines, the with
the Registrar of Companies :-
(a) a certified of the charter, statutes, or memorandum and
articles of the company, or other instrument constituting or defining
the constitution of the company, and, If the instrument is not
written the English language, a certified translation in the
English language thereof
(b) a list of the directors of the compans
(c) the names and addresses of some one or more persons resident
in the Colony authorised to accept on behalf of the company service
of process and any notices required to be served on the company ;
and, in the event of any alteration being made in any such instru-
ment or in the directors or in the names or addresses of any such
persons as aforesaid, the company shall within the prescribed time
file with the Registrar a notice of the alteration.
(2) Any process or notice required to be served on the company
shall be sufficiently served if addressed to any person whose name
has been so filedas aforesaid and left at or sent by post to the address
which has been so filed.
(3) Every company to which this section applies shall in every
year file with the Registrar such a statement in the form of a
balance sheet as would, if it were a company formed and registered
under this Ordinance. and having a share capital, be required under
this Ordinance to be included in the annual summary.
(4) Every company to which this section applies, and which uses
the word - Limited -, or the Chinese characters as
part of its name, shall-
(a) in every prospectus inviting subscriptions for its shares or
debentures in the Colony state the country in which the company
is incorporated; and
(b) conspicuously exhibit on every place where it carries on bust-
ness in the Colony the name of the company and the country in
which the company is incorporated; and
(c) have the name of the company and of the country in which the
company is incorporated mentioned in legible characters in all bill-
heads and letter paper, and in all notices, advertisements, and other
official publications of the company.
(5) If any company to which this section applies falls to comply
with any of the requirements of this section the company, and every
officer or agent of the conipany, shall be liable to a fine not exceeding
500 dollars, or, in the case of a continiting offence, 50 dollars for
every day during which the fallure continues.
(6) For the purposes of this section-
certified means certified in the prsecribed manner to be a true
copy or a correct translation
place of business includes a share transfer or share registration
office;
- director ''includes any person occupying the position of direc-
tor, by whatever name called ; and
prospectus means any prospectus, notice, circular, advertise-
ment, or other invitation, offering to the public for subscription or
purchase any shares or debentures of the company.
(7) There shall be paid to the Registrar for registering any
document required by this section to be filed with him a fee of 3
dollars or such smaller fee as may be prescribed.
253.-(11) No company incorporated outside the Colony may here
after acquire immovable property in the Colony unless
(a) it is empowered by its constitution to acquire immovable pro-
perty; and
(b) it shall have filed with the Registrar of Companies the -docu-
ments and particulars specified in paragraphs, (a), (b) and (c) of
section 1252 (1); and
(c) it shall have obtained the special consent of the Governor-in-
Council.
(2) Subject to the provisions of this section any conipany incor-
porated outside the Colony shall have power to acquire, hold and
dispose of lands in the Colony as if it were a company incorporated
under this Ordinance.
PART X.
supplement
Legal proceedings, offences, &c
254. All offences under this Ordinance made punishable by any
fine may be prosecuted under the Ordinance, 1890.
255. The Magistrate Imposing any fine under this Ordinunce,
may direct that the whole or any part thereof be applied in or
towards payment of the costs of the proceedings, or in or towards
the rewarding the person on wbose, information or at whose suit the
fine is recovered, and subject to any such direction all fines under
this Ordinance shall notwithstanding anything in any other Ordi-
nance be paid to the Treasurer.-
256. Where a limited company is plaintiff in any action or other
legal proceeding, any Judge having jurisdiction in the matter may,
if it appears by credible testimony that, there is reason to believe that
the company will be unable to pay the costs of the defendant if
successful in his defence, require sufficient security to be given for
those costs, and may stay all proceedings until the security is given.
257.-(1) If any company fails to pay the whole or any part of
any fine or penalty imposed by a Magistrate under this Ordinance
within one month of the day on which the said fine or penalty was
imposed, the Registrar of Companies shall publish in the Gazette
and send to the company by post a notice that at the expiration of
2 months from the date of such notice the name of the company
mentioned therein will, unless the said fine or penalty be sooner
paid, be struck off the register and the company will be dissolved.
(2) At the expiration of the time mentioned in the notice the Registrar 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
such publication the company shall be dissolved : Provided that the liability (if
any) of every director, managing officer, and member of the company shall
continue and may be enforced as if the company bad not been dissolved.
(3) 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 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
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 not been struck off.
(4) 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 Companies, may be sent to each of the persons who
subscribed the memorandum, addressed to him at the address mentioned in
the memorandum.
Provided that nothing in the section shall affect any other legal method of
enforcing fines or penalties imposed by a Magistrate.
258. If in any proceeding against a director, or person occupying the
position of director, of a company for negligence or breach of trust it appears
to the Court bearing the case that the director or person is or may be liable in
respect of the negligence or breach of trust, but has acted honestly and
reasonably, and ought fairly to be. excused for the negligence or. breach of
trust, that Court may relieve him, either wholly or partly, from his liability on
such terms as the Court may think proper.
259. If any person in any return, report, certificate, balance sheet, or other
document required by or for the purposes of any of the provision. of this
Ordinance specified in the 4th schedule, wilfully
makes a statement false in any material particular, knowing it to be
false, he shall be guilty of a misdemeanor.
260. If any person or persons trade or carry on business under
any name or title of which - Limited - is the last word, or under
any name or title of which the Chinese characters ;
form part, that person or those persons shall, unless duly incorpor-
ated with limited liability, be liable to a fine not exceeding 50
dollars for every day upon which that name or title has been used.
interpretation, &c
281. In this Ordinance unless the context otherwise requires-
- Existing company - means a company formed and registered
under the Companies Ordinance, 1865
Company means -- company formed and registered under this
Ordinance or an existing company;
Articles - mean the articles of association of a company, as
ordinally frarned or as altered by special resolution, including so
far as they apply to the company the regulations contained in the
Table A in the 1st schedule
Memorandum - means the memorandum of association of a
company, as originally franied or as altered in pursuance of the
provisions of this Ordinance;
Document ' includes summons, notice., order, and other legal
process, and registers;
- Share - means share in the share capital of the company, and
includes stock except where a distinction between stock and shares
is expressed or implied;
Debenture - includes debenture stock;
Books and papers - and - books or papers - include accounts,
deeds, writings, and documents;
The Registrar of Companies,- or, when used in relation to re-
gistration of companies, ' the Reuistrar,- ineans the Registrar or
other officer performing under this Ordinance the duty of registra-
tion of companies;
The Court used in relation to a company means the Supreme
Court, and includes any Judge thereof.
General rules---mean general rules made under this Ordinance,
and include forms;
Director---means any person occupying the position of director
by whatever name called and itickides a. general manager, manager,
and any person on a consulting or advisory committee, and any per-
son who has the control of its affairs in the absence of a board of
directors or of such consulting or advisory committee ;
---Prospectus--- means any prospectus, notice, circulax, advertise-
ment, or other invitation, offering to the public for subscription or
pitrehase any shares or debentures of a company.
Repeal of Ordinances and Transitional Provisions.
262. The following Ordinances are hereby repealed :-the Com-
panics Ordinance, 186.5 ; the Companies (Registration) Ordinance,
1866; the' Companies (Local Registers) Ordinance, 1907; the
-Foreign Corporations Land . Ordinance, 1908; the Companies
Amendment Ordinance, 1908; and the Companies (Local Registers)
Amendment Ordinance, 1909.
Provided that the rerwal shall not aftect-
(a) the incorporation of any coinpany registered onder any enact-
ment hereby repealed; nor
(b) Table A In the 1st schedule annexed to the Companies Or-
dinance, 1865, or any part thereof (either as originally contained in
that schedule or as altered in pursnance of section 119 of that
Ordinance) so far as 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 or which the winding up has com-
menced 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 purposes
of the winding up, the Ordinance under which the winding up
commenced shall 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 enact-
ment shall be deemed to remain in full force.
265.-(1) Existing registers of companies, shall respectively be
deemed part of the registers of companies to be kept under this
Ordinance.
(2) The existing Registrar of Companies shall, during the pleasure
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 unjer the powers of this
Ordinance, the general rules and orders, and scale., of fees, under
the Companies Ordinance, 1865, in force at the commencement of
this Ordinance with respect to the procedure for reduction of capital,
and to winding up companies, 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
Ordinance, confillue in force.
267. Where any enactment repealed by this Ordinance is men-
tioned or referred to in any document, that document shall be read as
if the corresponding provision (if any) of this Ordinance were 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, 1907, or the Fire Insurance Companies
Ordinance, 1908.
[s. 269, rep. No. 16 of 1912.]
SCHEDULES.
FIRST SCHEDULE.
[ss. 11, 12, 68, 241, 261.]
TABLE A.
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES.
[Art. 1, rep. No. 43 of 1912 Supp. Sched.]
Business.
2. The directors shall have regard to the restriction on the com-
mencernent of business imposed by section 89 of the Companies
Ordinance, 1911, if, and so far as, those restrictions are binding, upon the company.
Shares.
3. Subject to the provisions, if 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 the company
may be issued with such preferred, deferred, or other special rights, or such restrictions
whether in regard to dividend, voting, return of share capital, or otherwise, as the
company, may front 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 be varied with the consent in writing of the holders of three-fourths of
the issued share's of that class or with the sanction of an extraordinary resolution
passed at a separate general meeting of the holders of the shares of the class. To every
such separate general meeting the provisions of these. regulations relating to general
meetings shall mutatis mutandis, apply.
but so that the necessary quoruin shall be 2 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 5 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 provisiwis of sections 87 and 90 of the Companies Ordinance, 1911,
as may be applicable thereto.
6. Every person whose name is entered as a member in the register
of members shall, without payment, be entitled to a certificate under
the common seal of the company specifying the share or shares held by
him. and the amount paid up thereon, provided that in respect of a
share or share heldby several persons the coinpany shall not
be bowid to issue more, than one certificate, and delivery of a certificate
for a share to one of several joint holders shall be sufficient deliver
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 50 cents, and
on such terms, if any, as to evidence and indemnity as the directors
think fit.
8. No part of the funds of the company shall be employed in the purchase of, or in
loans upon the security of, the company's shares.
Lien.
9. The company shall have a 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 ad moneys
presently pay
able by hirn or his estate to the company; but the directors may at any
time declare any share to be wholly or in part exempt from the provi-
sions of this clause. The company's lien, if any, on a share shall
extend to all dividends payable thereon.
10. The company may sell, in such manner as the directors think
fit, any share., 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 14 days after a notice in writing,
person 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 his death or bankruptcy to the share.
11. The proceeds of the sale shall be applied in payinent of such part
of the amount in respect of which the lien exists as is presently pay-
able, 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 see to the application of the purchase money, nor 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 directors, may from time to time make calls upon the mem-
bers in respeet of any moneys unpaid ou their shares, provided that
no call shall exceed one-fourth of the nominal amount of the share, or
be payable at less than one month from the last call; and each mem-
ber shall (subject to receiving at least 14 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 a sum called in respect of a share is not paid before or on the
day appointed for payment thereof, the person, from whom the sum is
due shall pay interest upon the surn at the rate of 5 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 in part.
15. The provisions of these regulations as to pavinent of interest
shall apply in the case of non-payment of any sum which, by the terms
of issue of a share, becomes payable it 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 and notified.
16. The directors may rnake 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 from 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 the money,
so advanced may (until the same would, but for such advance, become
presently payable pay interest at such rate (not exceeding, without
the sanction of the company in general meeting, 6 per cent.) as may
be agreed upon between the member paying the sum in advance and
the directors.
transfer and tranmission of Shares.
18. The instrument of transfer of ally share in the company shall be
executed both by the transferor and transferee, and the transieror shall
be deemed to remain a holder of the share until the name of the
transferee is entered in the register of members in respect thereof.
19. Shares in tbe company shall be 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 of
paid to me by C. D. of(hereinafter called---the
said transferee -) do licreby transfer to the said transferee the
share [or shares] numberedill the undertaking called
the Company, 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 shares] subject to the conditions afore
said. As witness our hands the day of
Witness to the signatures of, &c.
20. The directors may decline to register any transfer of shares, not
being fully-paid shares, to a person of whom they do not approve, and
may also decline to a person transfer of shares on which the Com-
pany has a lien. The directors may also suspend the registration of
transfers during the 14 days immediately preceding the ordinary
general meeting in each year. the directors may decline te recognise
any instrument of transfer unless-
(a) a fee not exceeding 2 dollars is paid to the company in respect
thereof; and
(b) the instrument of transfer is accompanied by the. certificate of
the shares to it relates, and such other evidence as the directors
may reasonably require, to.shoss, 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 flie case of share registered in the names
of 2 or more holders, the survivors or survivor, or the executors 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 entitled to a sbare in consequence 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 as a member in respect of the share or,
instead of being registered himself, to make such transfer of the share
as the deceased or bankrupt person could have made; the directors
shall, in either case, have the same right to decline or suspend registra-
tion 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
a member in respect of the share, be entitled in respect of it to exercise
any right conferred by membership in, relation to meeting-, of the corn-
pany.
Forfeiture of Share
24. If a member fails to pay any call or instalment of a call on the
day appointed for payment, thereof, the directors may, at any time
tCreafter during such time as any part of such call or instalment re-
mains unpaid, serve a 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 expira-
tion of 14 days from the date of the notice) on or before which the
payment 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 the requirements of any such notice, as aforesaid are not com-
plied 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 director think fit.
28. A person whose shares have been forfeited shall cease to be a
member 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 cease if and when the company
receive 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 forfeit-
ed on a date, stated in the declanation, shall be conclusive evidence of
the facts therein stated as against all persons claiming to be entitled to
the share, and that declaration and the receipt of the company for the
consideration, if any, given for the share on the sale or disposition
thereof shall constitute a good 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 irregularity or invalidity in the proceedings in reference to the for-
feiture, sale or disposal of the share.
30. The provisions of these regulations as to forfeiture shall apply m
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 ofAbe
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.
Conversion of Shares into Stock.
31. The directors may, with the sanction of the coinpany 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 saine, or any part thereof,
in the same manner, and subject to the saine regulations, as, and
subject to which, the shares from whick the stock arose might previous-
ly to conversion have been transferred, or as near thereto as circum-
stances admit; but the directors may from time to time fix the
minimum amount of stock transferrable, and restriet or forbid the
transfer of fractions of that mininium, but the minimun shall not
exceed tbe nominal amount of the shares from which the stock arose.
33. The holders of stock shall, according to the amount of 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 form 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 advantne.
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 ---,,hare--- and ---shareholder--- therein shall in-
clude---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 hare, 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 certificate, if any, of
the share, and the amount of the stamp duty on the warrant and such
fee as the directors may 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 shares 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 a share warrant shall, on surrender of the warrant
to the company for cancellation, and on payment of such surn as the
directors may from time to time. prescribe, be entitled to have his name
entered as a member in the registes. of members in respect, of the 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 re
mains so deposited the depositor shall have the same right of signing
a requisition for calling a meeting of the company, and of attendina
and voting and exercising the other privileges of a member at- any
meeting held after the expiration of 2 clear days from the time of de
posit, 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 recognised as depositor of the share warrant, the
company shall, on 2 days' written notice, return the deposited share
warrant to the depositor.
39. Subject as herein otherwise expressly provided no person shall, as
bearer of a share warrant, sign a requisition for calling a meeting of the
company, or attend, or vote, or excreise any other privilege of a,
member at a meeting of the company, or be entitled to receive any
notices front 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 the share warrant. the
included in the warrant, and he shall be a member of the company.
40. The directors make rules as to the terms on which (if they
shall think fit) a new share warrant or coupon may he issued by way
of renewal in case of defacement, loss, or destruction.
Alteratinn Of Capital.
41. The directors With the sanction, of an extraordinary resolu-
tion 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 proportion, as nearly is the circumstances admit, to the amount of
the existing shares to which they are entitled, teh 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 expiration of that time, or on teh receipt of an intima-
tion from the person to whom the offer is made 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 persons 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 provisons with
reference to the payment of calls, lien, transfer, transmission, for-
feiture, and otherwise as the shares in the original share capital,
44. the company may, by special resolution-
(a) consolidate and divide its share capital into shares of larger
amount than its existing shares;
(b) by subdivision of its existing shares, or nay of them, divide the
whole, or any part, of its share capital into shares of smaller amount
than is fixed by the memorandum or association, subject, nevertheless,
to the provisions of paragraph (d) of section 42(1) of the companies
ordinance, 1911.
(c) cancel any shares which, at the date of the passing of the resolu-
tion, have not been taken or agreed to be taken by any person;
(d) reduce its share capital in any manner and withm 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 general meeting shall be held 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, a general meeting shall be held in the
month next following, and may be convened by any 2 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 extraordianary.
48. the directors may, whenever they think fit, convene an extra-
ordinary general meeting, and extraordinary general meetings shall
also be convened on such requisition, or, in default, may be convened
by such requisitionists, as provided by section 67 of the companies
ordinance, 1911, if at any time there are not in te place where the
company has its head office sufficient directors capable of acting to
form a quorum, any director or any 2 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 (exclusive of the day on which
the notice is served 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 general
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 proceed-
ings at any general meeting.
50. on a show of hands every member present in person shall have
extraordinary meeting, and all that is transacted at an ordinary
meeting, wit teh exception of sanctioning a dividend, the considera-
tion of the accounts, the election of directros and other officers in
the place of those retiring by rotation, and the fixing of the remunera-
tion 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 pro-
ceeds to business; save as herein otherwise provided, 3 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 convened upon the requisition
of members, shall be dissolved; in any other case it shall stand
adjourned to the same day in teh next week, at eh same time and
place, and, if at eh adjourned meeting a quorum is not present within
half an hour from the time appointed for the meeting the members
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 not such chairman or if at any meeting he is not
present within 15 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 from time and from place to place, but not business
shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting front which the adjournment took place,
when a meeting is adjourned for 10 days or more, notice of the ad-
journed meeting shall be given as in the case of an original meeting.
Save as aforesaid it shall not. be liceary to give any notice of an
adjournwent or of the business to be transacted at an adjourned
meeting.
56. At any general meeting a resolution put to the vote of the
meeting shall he decided on a show of hands, unless a poll is (before or
on the declaration of the result of the show of hands.) demanded by
at least 3 members, and, unless a poll is so demanded, a decalration by
the chaitman that a resolution it show of hands, been carried,
or carried unanimously, or by a particular majority, of lost, and an
entry to that effect in the book of the proceeding of the company,
shall be conclusive evidence of the faeL 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 manner as
the chairman directs, and the result of the poll shall be deemed to be
the resolution of the meeting at which the poll was demand.
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 teh show of hands
takes place or at which the poll was demanded.
59. A poll demands 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 suck 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 members.
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 authorised 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 on his own behalf to
be present and vote at the meeting at which he acts as proxy, or he
has been appointed to act 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 hwich it is signed or a notarially certified
copy of that power or authority shall be deposited at the registered
office of the company not less than 48 hours before the time for
holding the meeting at which the person named in the instrument
proposes to vote, and indefault the instrument of proxy shall not be
treated as valid.
67. an instrument appointing a proxy may be in teh following form,
or in any other form which the directors shall approve.
company limited
I 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 at
any adjournment thereof.
signed this day of
directors.
68. the number of the directors adn the names of the first directors
shall be determined in writing by a majority of the subscribers of the
memorandum of association.
69. the remuneration of the directors shall from time to time be de-
termined by the company in general meeting.
70. teh 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 section 74 of the companies ordinance, 1911.
powers and duties of 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 companeis ordinance, 1911, or by these articles, required
to be exercised by the company in general meeting, subject neverthe-
less to any regulation of these articles, to the provisions of the said
ordinance, and to such regualtions, not being inconsistent with the
aforesaid regulations or provisions, as may be prescribed by the com-
pany in general inecting; but no regnlation made bx the company in
general meeting shall invalidate any prior aet of the directors
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 ushc term, and at such
romuneranl profits, Or partly in one way and partly in another; as they
May think fit, and a director so appointed shall not, while holding
that office, he subject to retirement by rotation, or taken into account
in determining the rotation of retirement of directors, be his appoint
ment shall be subject to determination ipso facto if he ccases from
any cause to be a director, or if the company in general meeting
resolve that his tenure of the office, of director or manager
be determined.
73. the amount for the time being remaining midischarged of
moneys borrowed or raised by the directors for the purposes of the
company (otherwise than by the issue of share capital) shall not at
any 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 inparticular 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 an
annual list of members, and a summary of particualrs relating thereto,
and notice of any consolidation or increase of share capital, or con-
version 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 names of athe directors present at each meeting of the
directors and of any committee of the directors;
(c) of all resolutions and proceedings at all meetings of the com-
pany, 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 pur-
pose.
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.
disqualifications of director
77. The office of director shall be vacated, if the director-
(a) ceases to be a director by 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 wind; or
(c) is concerned or participates, in the protits of any contract with
the company :
Provided, however, that no director shall vacaw 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 cokinted.
rotation of directors.
78. At the first ordinancry meeting or the company the whole of the
directors shall retire from office, and at the ordinary meeting in every
subsequent year one-third of the directors for the time being, if their
number is not three or a multiple of three, then the number nearest
to one-third, shall retire from office.
79. The director to retire in every year shall be those who have
been longest in office since their last election, but as between persons,
who became directors on the same, day those to retire shall (unless
they otherwise 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 ought to
tahe place the places of the vacating directors are not, filled up, the
meeting shall stand adjourned till the same day in the next week at
the same time and place, and, if at the adjourned meeting the place's'
of the vacating directors are not 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 inay also determine in what rotation the in-
creased or reduced number is to go out of office.
84. An 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 it he had become a director on the
day on which the director in whose place he is appointed was last
elicted a director.
85. The director shall have power at any time to appoint a persoii as
an additional director who shall retire from office at the next following
ordinary general meeting, but shall be eligible for election by the com-
pany at that meeting as an additional director.
86. The company may by extraordinar.y resolution remove any
director before die 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 retirement at the same time as if he had
become a director on the dav on which the director in whose place he
is appointed was last elected a director.
Proceedings of Directors.
87. The directors may meet together for the despatch of business,
adjourn and otherwise regulate their meetings, as they think fit.
Questions arising at any meeting shall be decided by a majority of
votes. In case of an equality of votes the chairman shall have a
second or casting vote. A director may, and the secretary on the
requisition of a director 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 3) be 3.
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, mav elect a chairman of their meetings and deter-
mine the period for which lie is to hold office; but, if no such chairman
is elected, or if at any meeting the chairnian is not present within
5 minutes of the time appointed for holding the same, the directors
present may choose one of their number to be chairman of the meet-
ing.
91. The directors may delegate any of their powers to committees
consisting of such menler 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 meetings. If no
such chairman is elected, or if at any meeting the chairman is not
present within 5 minutes after the time appointed for holding the
same, the members present may choose one of their number to he
chairman of the meeting.
93. A committee may meet and adjourn as they think proper. Ques-
tions arising ae any meeting shall be determined by a majority of
votes of the 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, notwithstand-
ing that it be 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.
Dividends and Reserve.
95. The company in general meeting may declare dividends, but no
dividend shall exceed the amount recommended by the directors.
96. The directors may pay to the members such interim dividends
as appear to be justified by the profits of the company.
97. No dividend shall be paid otherwise than out of profits.
98. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends shall be declared and paid
apeording to the amounts paid on the shares, but if and so long as
nothing is paid up on any of the shares in the company dividends may
be declared and paid according to the amounts 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, either be employed in the business of the com-
pany or be invested in such investnints (other than shares of the
company) as the directors may think fit.
160- 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.
10L. 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 ac-
cordance with sections 113 and 114 of the Companies Ordinance,
1911---
Notices.
104. A notice inay 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 be deemed
to be effected by properly addressing, prepaying, 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.
105. If a member has no registered address in the place where the
company has its head office and has not supplied to the company an
address in that place for the giving of notices to him a notice addressed
to him and advertised in a newspaper circulating in the neighbourhood
of the reuistered office of the company, shall be deerned 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 the joint holder named first in the register
in respect of the share.
107. A notice may be given by the conipany to the persons entitled to
a share in consequence of thi death or bankruptcy of a member by
sending it through the post in a prepaid letter addessed to them by
narne, 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 company 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 merriber of the company (including bearers of share war-
rants) except those members who(having no registercd address in the
place where the company has its head office) have not supplied to the
company an address in that place for the giving of notices to them;
and also to
(b) every person entitled to a share in consequence of the death or
bankruptcy of a member, who, but for his death or bankruptcy, would
be entitled to receive notice of the meeting.
no other persons shall be entitled to receive notices of general
meetings.
TABLE B. [ss. 224 & 234.]
TABLE OF FEES TO BE PAID TO THE REGISTRAR OF COMPANIES.
I-By a company having a share capital.
For registration of a company whose nominal share capital does
not exceed $10,000 ......................... 50.00
For registration of a nominal whose nominal share capital ex-
ceeds $10,000 the above fee of $50 with the following addi-
tional fees, regulated according to the amount of nominal
share capital:-
for every $5,000 of nominal share capital, or part 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 of nominal share capital, or part of
$10,000 after the first $500,000 ........ .50
For registration of my increase of share capital made after the
first registration of the company, the same fees per
$10,000 or part of a $10,000 as would have been payable if
the increased share capital 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 shave capital, on registration or afterwards, any
greater amount of fees than $300, taking into account in
the case of fees payable on an increase of share capital after
registration the fees paid on registration.
For registration of any existing company, except such com-
panies as are by this Ordinance exempted from payment of
fees in respect of registration under this Ordinance, the
same fee as is charged for registering a new company.
For registering any document by, this Ordinance required or
authorised to be registered, other than the memorandum
or the abstract required to be filed with the Registrar by
a receiver or manager or the statement required to be sent
to the Registrar by the liquidator in a winding-up 3.00
For making a record of any fact by this Ordinance required or
authorised to be recorded by the Registrar 3.00
II-By a company not having a shaTe. capital. $ c.
For registration of a company whose number ot 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 a company whose number of members, as
stated 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 than 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 in-
crease ...............................10.00
provided that no company shall be liable to pay on the -whole
a greater fee than $300 in respect of its number of mem-
bers, taking into account the fee paid on the first registra-
tion of the company.
For registration of any existing except such companies
as are by this ordinance exempted from payment of fees in
respect of registration under this Ordinance, the same fee
as is charged for registering a new company.
For registering any document by this Ordinance required or
authorised to be registered, other than the memorandum or
the abstract required to be filed with the Registrar by, a
receiver or matiager, or the statement required to be sent
to the Registrar by the liquidator in a winding-up 3.00
For making a record of any fact by this Ordinance required or
autliorised to be recorded by the Registrar 3.00
[s. 108.] FORM C.
FORM OF STATEMENT TO BE PUBLISHED BY BANKING AND INSURANCE
COMPANIES, AND DEPOSIT, PROVIDMENT, OR BENEFIT SOCIETIES.
THE SHARE CAPITAL OF THE COMPANY IS DIVIDED 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 SUNDAY PERSONS BY THE COMPANY,
ON JUDGMENT, $
ON SPECIALTY, $
ON NOTE OR BILLS, $
ON SIMPLE CONTRACTS, $
ON ESTIMATED LIABILITES, $
The assets of the company on that day were-
Government securities [stating thein],
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.
2218 NO. 58 OF 1911 COMPANIES
(Signatures of the persons
above-named as directors
or proposed directors, or
of their agents authorised
in writing.)
THIRD SCHEDULE.
[s. 119.] FORM A.
MFMORANDUM OF ASSOCIATION OF 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 Hong-
kong.
3rd. The objects for which the company is established are, ---the
conveyance 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 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 191
Witness to the above signatures,
A. B_ No. , Queen's Road, Victoria, Hongkonla.
FORM B.
MEMORANDUM OF ASSOCIATION OF A
COMPANY LIMITED BY GUARA-NTEEI, 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 Hong-
kong.
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 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 to 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 the costs, charges and expenses of winding up, and for
the adjustment of the rights of the contributories among themselves,
such amount as may be 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
memorandum of association.
Names, Addresses, and Descriptions of Subscribers.
1. John Jones of merchant
2. John Smith of
3. Thomas Green of
4. Jolin Thompson of
5. Caleb White of
6. Andrew Brown of
7. Caesar white of
Dated the day of 191
Witness to the above signatures,
A. B., so. , Queen's Boad, Victoria, hongkong
ARTICLES oF ASSOCIATIOX TO ACCOMPANY
MEMORANDUM Of ASSOCIATION.
Number of
1. The. company, for the purpose of registration, is declared to con-
sist of 500 members.
2. The directors hereinafter mentioned may, whenever the business
of the association requires it, register an increase of members.
Definition of Members.
3. Every person shall be deemed to have agreed to become a mem-
her of the company who insures any ship or share in a Ship in pur-
suance of the regulations hereinafter cofttained.
general meetings.
4, The first general meeting shall be held at such time, not being
less than one month nor more than 3 months after the incorporation of
the company, and at such place, as the directors may determine.
5. A general meeting shall be held 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, a general meeting shall be held in the
month next follosving, 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.
6. The above-mentioned general meetings shall be called ordinary
meetings; all other general meetings shall be called extraordinary.
7. The directors may, whenever they think fit, and shall, on a
requisition made in 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 most be signed by the requisi-
tionists and deposited 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 meet-
ing to be held within 21 days from the date of the requisition being
so deposited, the requisitionists or any other 5 members, may them-
selves 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, sball be given to the members in manner here-
inafter mentioned, or in such other manner, if as may be pre-
scribed by the company in general meeting; but the non-receipt of
such a notice by any meniber shall not. invalidate the proceedings at
any general meeting.
11. All business shall be deemed special that is transacted at an
extraordinary meeting, and all that is trawsacted at an ordinary meet-
ing, with the exception of 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
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 members 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 mem-
bers after 50, with this limitation, that no quorum shall in any case
exceed 30,
13. If within one hour from the time appointed for the meeting a
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 a 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 holding the same, the members present shall
choose some one of their number to be chairman of that meeting.
16. The chairman may, with the consent of the meeting, adjourn the
meeting from 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 a poll is demanded by at least
three members, a declaration by the chairman that a 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 deinalided in manner aforesaid, the same shall be
taken in such manner as the chairman directs, and the result of the
poll shall be deemed to be the resolution of the meeting at which the
poll was demanded.
Votes of members
19. Every member shall have one vote and no more..
20. If any roember is, a lunatte or idiot he may vote by his com-
mittee, cunitor 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 be appointed in writing under the hand of the appointor, or
if such appointer is a corporation, under its conimon seal.
23. No person shall act as a proxy unless he is a member, or 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 at any adjournment
thereof
Signed this day of
Directors.
25. The number of the directors, and the names of the first directors,
shall be determined by the subscribers of the memorandum of associa-
tion.
26. Until directors are appointed the subscribers of the memorandum
of association shall for all the purposes of the Companies Ordinance,
1911, be deemed to be 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 be
exercised by the company in generall meeting; but no regulation made
by the company in general meeting shall invalidate any prior act of
the director., which -would have been valid if that regufation had not
been made.
Election 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 accord-
ance with sections 113 and 114 of the Conipanies 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 meeting.---
Notices.
30. A notice inav 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 effected by properly addressing, prepaying, 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 merchant.
2. John Smith of
3. Thomas Green of
4. John Thompson of
5. Caleb White of
6. Andrew Brown of
7. Cffisar White of
Dated the day of 191
Witness to the above signatures,
A.B ., No. , Queen's Road, Victoria, Hongkong,
form C
MEMOPANDUINI AND ARTICLES OF ASSOCIATION OF A C0IMPAxy LIMITED BY
GUARANTEE, AND HAVING A SHARE CAPITAL.
memorandum of Association.
1st. The name of the company is ---The Highland Hotel Company,
Limited.---
2nd. The registered office of the company will be situate in Hong-
kong.
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 accom-
modation 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 thJeompany 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 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 naines 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 res-
pective names.
Dated the day of 191
Witness to the above signatures,
A. B., No. , Queen's Road, Victoria, Hongkong.
Articles of Association to accompany preceding
memorandum of Association.
1. The directors may, with the sanction of the company in general
meeting, reduce the amount of shares in the company.
2. The directors may, with the sanction of the company in general
meeting, cancel any shares belonging to the company.
3. All the articles of Table A of the 1st schedule to the Companies
Ordinance, 1911, shall be deemed to be incorporated with these articles
and to apply to the company.
Names, Addresses, and Description 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. Caesar White of
Dated the day of 191
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 Com-
pany.
2nd. The registered office of the company will be situate in Hong-
kong.
3rd. The objects for which the company is established are 'the
working of a patent method of founding and casting stereotype
plates, of which method John Smith, of Hongkong, is the sole
patentee.
WE the several persons whose names are subscribed, are desirous ofs
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 191
Witness to the above signatures,
A. B., No. Queen's Road, Victoria, Hongkong.
Articles of Association 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 articles oi Table A of the 1st schedule of the Companies
Ordinance, 1911, shall be deel-ned to be incorporated with these articles,
and to apply to the company.
Names, Addresses, and Description of Subscribers.
1. John Jolies 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 191
Witness to the above signatures,
A. B., No. , Queen's Road, Victoria, Hongkonla.
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
191 (being the date of the first ordinary general
meeting in 191
Nominal share capital divided into shares of each.
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 otherwise 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 .
Total amount of calls received, including payments on
application and allotment .....................................
Total amount (if any) agreed to be considered as paid on
shares which have been 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 debentures or allowed by way of
discount since date of last summary,
Total amount (if any) paid on tshares forfeited
Total amount of shares and stock for which share war
rauts are outstanding . ........................................
Total amount of share ivarrants issued and surrendered
respectively since date of last summary .................
Number of shares or amount of stock comprised in each
share -warrant . .................................................
Total amount. of debt due from the company in respect of
all mortgages and charges which are required to be re-
...............
gistered with the Registrar of Companies,
STATEMENTT in the form of a balance sheet made up to the day of
19 , containing the particulars of the capital,
liabilities, and assets of the company.
The Return must be signed at the end by the manager or
secretary of the company.
Presented for filing by
LIST OF PERSONS holding shares in the Company Limited, on the day or
19 and of persons who bave held shares therein at any time since the date of the last return
showing their names and addresses and an account of the qhares so heA.
The aggregate number of shares field, and not the distinctive numbers, must be stated, and the column must be
added up throughout so as to make one total to agree with that slated in the summary to have been taken up.
When the shares are of,differeut classes these columns may be subdivided so that the inimber of each class held or
transferred may be shown separately.
The date of registration of each transfer shoxild be given as well as the number of shares transferred on each date.
The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the
name of transferee may be inserted in the ' Remarks ' colnwri 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 companics must add a list of all their places of
business.
(Signature)
(State whether manager or secretary)
form F [s. 20.]
LICENCE, TO HOLD LAXD.
The Governor hereby license,, the
to hold the lands hereunder described (insert description of lands) [or
to hold the lands not exceeding in the whole acres].
The conditions of this licence are (insert conditions, if any).
FOURTH SCHEDULE.
PROVISIONS REFERRED TO IN SECTION 259 OF THE
ORDINANCE.
Provisions relating, to-
The conclusiveness of certificates of incorpora- s. 18.
tion ;
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 mortgages 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 s. 84.
issued
Registration of mortgages and charges s. 95.
Filing of accounts of receiver and ranager s. 97.
Notice by liquidator in voluntary winding up of S. 180.
his appointment
Rights of creditor., in a voluntary winding up s. 181.
Requirements as to companies established outside s. 252.
the Colony.
Short title . application . Powers of the court . Prohibition of partnerships exceeding certain number. 8 edw. 7 c. 69 s. 14. Mode of forming incorporated company . Ib. s.2. memorandum fo company limited by shares . 8edw. 7 c. 69 s. 3. Meorandum of comppany limited by guarantee . Ib. s.4. memorandum of unlimited company 8 edw. 7 c. 69. S. 5. Stamp and signature fo memorandum ib. s. 6. Restriction ojn alteration of memorandum. Ibs. S. 7. Name jof company , and chang eof name ib . S. 8. alteraion of objects of company . 8 edw,. 7 c. 69s. 9. registration of articles . 8 edw. 7 c. 69s. 10. applicition of table a . 8 edw . 7 c. 89 s. 11. Form stampp , and sigature fo articles iib. S. 12. Alteration of articles by slpecial resolution ib. s. 13. Effect fo memorandum and articles ib. s. 14. Registraion of memorandum and articles ib.s . 15. effect fo registraion ib. s. 16. conculsiveness of certificate fo incorporation . 8 edw. 7 c. 69s. 17. Copies of memorandum and article to =be rgive to members . Ibx. S. 18.restriction oncharitable and other companies holding land ib. s. 19. power to dispense with 'limited' in name of charitabl eand other companies 8 edw . 7 c. 69 s. 20. Provision as to companies limited by guarantee. Ib. s. 21. nature of shares . 8 edw. 7 c. 89 s. 22. Certificate fo sharesor stock. Ib. s. 23. Definition of member . Ib. s. 24. Register of members . Ib. s. 25. annual list of members and summary . 8edw. 7 c. 69 s. 36. trustsl not to be entered on register. 8edw. 7 c. 69 s. 27 . Registration of transfer at request of transferor ib. s. 28. transfer by personnal re-presentative 8edw. 7 c. 60 s. 29. Inspection of register fo member ib. s. 30. power fo court to rectify register . 8 edw. 7. C. 69 s. 82.register to b eevidenc eibs. S. 33. Registrar may licence companies to keep local registers. local registers. 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. forgery personation unlawfully engraving plates , etc . 8 edw . 7 c. 69 s. 38. power of company to arrange for different amounts being paid on shares 8 edw. 7 c. 69 s.39. Power to return acumulated profits in reduction of paid-up share capital ib. s. 40. power of company limited by shares to alter its share capital . 8 edw . 7 c. 69s. 41. notice to registrar fo consolidation of share capital , couversion of shares in to stock, etc, 8edw . 7 c. 69 s. 42 . Effect of conversion of shares into stock ib. s. 43. notice of increase f9o share capital or of members 8edw. 7 c. 69 s. 44. Reorganisation fo share capital ib. s. 45. special resolution for redurction fo share capital . 8 edw . 7 c. 69 s. 46. Application to court to confirm order ib. s. 47. Addition to name of company of 'and reduced . ' ib. s. 48.objections by creditors by creditors . And settlement of list of objecting creditors . iv. s. 49. order confirming reduction . 8 edw . 7 c. 69 s. 50. Registration of order and minute of reduction . Ibs. S. 51. Minute to form part fo memorandum . 8 EDw. 7 c.69 s.52. Liability of members in respect of reduced shares.ib.s.53. Penalty on concealment of name of creditor.8 Edw.7 c.69 s.54. Publication of reasons for reduction.ib.s.55. Inceases and reduction of share capital in case of a company limited by guarantee having a share capital.ib.s.56. Registration of unlimited company as limited.ib.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.ib.s.59. Limited company may have directors with unlimited liability.ib.s.60. Special resolution of limited company making liability of directors unlimited.8.Edw.7 c.69 s 61. Registered office of company.ib.s.62. Pulication of name by a limited company.8 Edw.7 c.69 s.63. Annual general meeting 8 Edw.7 c.69 s.64. First statutory meeting of company.ib.s.65. Convening of extra-ordinary general on requisition.8 Edw.7 c.69 s.66. Provisions as to meetings and votes.ib.s.67. Representation of companies at meetings of other companies of which they are members.8 Edw.7 c.69 s.68. Definitions of extra-ordinary and special resolution.ib.s.69. Registration and copies of special resolutions 8 Edw.7 c.69 s.70. Minutes of proceedings and directors.ib.s.71. Restrictions on appointment or advertisement of directors.8 Edw.7 c.69 s.72. Qualifications of director.ib.s.73. Validity of acts of directors.8 Edw.7 c.69 s.74. List of directors to be sent to registrar.ib.s.75. Duties of directors as to accounts. 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.ib.s.78. Power for company to have official seal for use abroad.ib.s.79. Filing of prospectus.8.Edw.7 c.69 s.80. Specific requirements as to particulars of prospectus.ib.s.81. [s.83 contd.] [s.83 contd.] [s. 83 contd.] Obligations of companies where no prospectus is issued. 8 Edw. 7 c. 69 s. 82. Restriction on alteration of contracts mentioned in prospectus. Ib. s. 83. Liability for statements in prospectus. Ib. s. 84. Restriction as to allotment. 8 Edw. 7 c.69 s. 85. Effect of irregular allotment. 8 Edw. 7 c. 69 s. 86. Restriction on commencement of business. 8 Edw. 7 c.69 s. 87. Return as to allotments. 8 Edw. 7 c. 69 s. 88. No.16 of 1901. 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 discounts. 8 Edw. 7 c. 69 s. 70. Power of company to pay interest out of capital in certain cases. Ib. s. 91. Limitation of time for issue of certificates. 8 Edw. 7 c. 69 s. 92. Registration of mortgages and charges in Colony. Ib. s. 93. [s.95 contd.] Registration of mortgages and charges. [s.95 contd.] [s.95 contd.] Registration of mortgages and charges. Registration of enforcement of security. 8 Edw. 7 c. 69 s. 94. Filling of accounts of receivers and managers. Ib. s. 95. Rectification of register of mortgages. Ib. s. 96. Entry of satisfaction. 8 Edw. 7 c. 69 s. 97. Index to register of mortgages and charges. Ib. s. 98. Penalties. Ib. s. 99. Company's register of mortgages. Ib. 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. Ib. s. 102. Perpetual debentures. 8 Edw. 7 c. 69 s. 103. Power to re-issue redeemed debentures in certain cases. Ib. s. 104. 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. Ib. s. 107. Certain companies to publish statement in schedule. Ib. s. 108. No.11 of 1907. Investigation of affairs of company by inspectors. 8 Edw. 7 c. 69 s. 109. Powers of company to appoint inspectors. 8 Edw. 7 c. 69 s. 110. Report of inspectors to be evidence. Ib.s. 111. Appointment and remuneration of auditors. Ib. s. 112. Powers and duties of auditors. 8 Edw. 7 c. 69 s. 113. Rights of preference shareholders etc. as to receipt and inspection of reports, etc. 8 Edw. 7 c. 69 s. 114. Prohibition of carrying on business with fewer than 7 or, in the case of a private company, 2 members. Ib.s. 115. Service of documents on company. ib. s. 116. Authentication of documents. ib. s. 117. Application and alteration of tables and forms. 8 Edw. 7 c. 69 s. 118. Arbitration between companies and others. Ib. s. 119. Cf. 22 & 23 Vict. C. 59. Power to compromise with creditors and members. 8 Edw. 7 c. 69 s. 120. Meaning of 'private company.' ib. s. 121. Modes of winding up. 8 Edw. 7 c. 69 s. 122. Liability as contributories of present and past members. Ib. s. 128. Definition of contributory. 8 Edw. 7 c. 69 s. 124. Nature of liability of contributory. Ib.s.125. Contributory. Ib. s. 126. Contributories in case of bank ruptcy of member. Ib. s. 127. Provisions as to married women. Ib. s. 128. No.5 of 1906. Circumstances in which company may be wound up by Court. 8 Edw. 7 c. 69 s. 129. Company when deemed unable to pay its debts. Ib.s. 120. Provisions as to applications for winding up. Ib.s. 137. Effect of winding-up order. 8 Edw. 7 c. 69 s. 138. Commencement of winding up by Court. Ib. s. 139. Power to stay or restrain proceedings against company. Ib. s. 141. Actions stayed on winding-up order ib. s. 142. Copy of order to be forwarded to Registrar. ib. s. 143. Power of Court to stay winding up. ib. s. 144. Court may have regard to wishes of creditors or contributories. 8 Edw. 7 c.69 s. 145. Definition of official receiver. Ib. s. 146. Statement of company's affairs to be submitted to Official Receiver. Ib. s. 147. Report by Official Receiver. 8 Edw. 7 c. 69 s. 148. Appointment, remuneration, and title of liquidators. Ib. s. 149. Custody of company's property. 8 Edw. 7 c. 69 s. 150. Powers of liquidator. 8 Edw. 7 c. 69 s. 151. Meetings of creditors and contributories in winding up. 8 Edw. 7 c. 69 s. 152. Liquidator to give information to Official Receiver. Ib. s. 153. Payments of liquidator winding up into bank. 8 Edw. 7 c. 69 s. 154. Audit of liquidation's accounts in winding up. Ib. s. 155. Books to be kept by liquidator in winding up. 8 Edw. 7 c. 69 s. 156. Release of liquidators. Ib.s. 157. Exercise and control of liquidator's powers. 8 Edw. 7 c. 69 s. 158. Control over liquidators. Ib. s. 159. Committee of inspection in winding up. 8 Edw. 7 c. 69 s. 160. Power to appoint special manager. 8 Edw. 7 c. 69 s. 161. Official Receiver as receiver for debenture holders or creditors. Ib. s. 162. Settlement of list of contributories and application of assets. Ib. s. 163. Power to require delivery of property. 8 Edw. 7 c. 70 s. 164. Power to order payment of debts by contributory. Ib.s. 165. Power of Court to make calls. Ib.s. 166. Power to order payment into bank. 8 Edw. 7 c. 69 s. 167. Order on contributory conclusive evidence. Ib. s. 168. Power to exclude creditors not proving in time ib. s. 169. Adjustment of rights of contributories. Ib. s. 170 Power to order costs. Ib. s. 171. Dissolution of company. ib. s. 172. Delegation to liquidator of certain powers of Court. 8 Edw. 7c.69 s. 173. Power to summon persons suspected of having property of company. Ib. s. 174. Power to order public examination of promoters, directors, etc. 8 Edw. 7 c. 69 s. 175. Power to arrest absconding contributory. 8 Edw. 7 c.69 s. 176. Powers of Court cumulative. ib.s.177 Power to enforce orders. Ib.s. 178. Appeals from order. Ib.s.181. Circumstances in which company may be wound up voluntarily. 8 Edw. 7 c. 69 s. 182. Commencement of voluntary winding up. Ib. s. 183. Effect of voluntary winding up on status of company. Ib. s. 184. Notice of resolution to wind up voluntarily. Ib. s. 185. Consequences of voluntary winding up. ib. s. 186. Notice by liquidator of his appointment. 8 Edw. 7 c.69 s. 187. Rights of creditors in a voluntary winding up. Ib. s. 188. Power to full vacancy in office of liquidator. 8 Edw. 7 c.69 s. 189. Delegation of authority to appoint liquidators. Ib. 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. Ib. s. 192. 8 & 9 Vict. C. 16. Power to apply to Court. 8 Edw. 7 c. 69 s. 193. Power of liquidator to call general meeting. Ib. 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 contriubtories. Ib. s. 197. Power of Court to adopt proceedings of voluntary winding up. Ib. s. 198. Power to order winding up subject to supervision. Ib. s. 199. Effect of petition for winding up subject to supervision. ib. s. 200. Court may have regard to wishes of creditors and contributories. ib. s. 201. Power for Court to appoint or remove liquidators. 8 Edw. 7 c. 69 s. 202. Effect of supervision order ib. s. 203. Avoidance of transfers., etc after commencement of winding up. Ib.s. 205. Debts of all descriptions to be proved. Ib. s. 206. Application of bankruptcy rules in winding up of insolvent companies. 8 Edw. 7 c. 69 s. 207. Preferential payments ib. s. 209. Fraudulent preference. 8 Edw. 7 c. 69 s. 210. Avoidance of certain attachments, execution, etc. ib. s. 211. Effect of floating charge. Ib. s. 212. General scheme of liquidation may be sanctioned. 8 Edw. 7 c. 69 s. 214. Power of Court to assess damages against delinquent directors, &c. ib. s. 215. No.7 of 1891. Falsification of books misdemeanor. 8 Edw. 7 c. 69 s. 216. Prosecution of delinquent directors, &c. ib. s. 217. Penalty on perjury. 8 Edw. 7 c. 69 s. 218. Meetings to ascertain wishes of creditors or contributories. Ib. s. 219. Books of company to be evidence. Ib. s. 220. Inspection of books. Ib. s. 221. Disposal of books and papers of company. Ib. s. 222. Power of Court to declare dissolution of company void. 8 Edw. 7 c. 69 s. 223. Information as to pending liquidations. Ib. s. 224. No.7 of 1891. Judicial notice of signature of officers. 8 Edw. 7 c. 69 s. 225. Affidavits ib. s. 228. Companies Liquidation Account defined. Ib. s. 229. Separate accounts of particular estates. 8 Edw. 7 c. 69 s. 231. Officers and remuneration. Ib. 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 Jurisdiction of Court. Registrar may strike defunct company off register. Ib. s. 242. Registration office. 8 Edw. 7 c. 69 s. 243. Fees. Ib. s. 244. Application of Ordinance to companies formed under former Ordinances. 8 Edw. 7 c. 69 s. 245. Application of Ordinance to Ordinance to companies registered under former Companies Ordinances. Ib. s. 246. Companies capable of being registered. Ib. s. 249. Definition of joint stock company. 8 Edw. 7 c. 69 s. 250. Liability of bank of issue unlimited in respect of notes. Ib. s. 251. Requirements for registration by joint stock companies. Ib. s. 252. Requirements for registration by other than joint stock companies 8 Edw. 7 c. 69 s. 253. Authentication of statements of existing companies. Ib. s. 254. Registrar may require evidence as to nature of company. Ib. s. 255. On registration of banking company with limited liability, notice to be given to customers. 8 Edw. 7 c. 69 s. 256. Exemption of certain companies from payment of fees. Ib. s. 257. Addition of 'Limited' to name. Ib. s. 258. Certificate of registration of existing companies ib. s. 259. Vesting of property on registration ib. s. 260. Saving for existing liabilities. ib. s. 201. Continuation of existing actions. 8 Edw. 7 c. 69 s. 262. Effect of registration. Ib. s. 263. Power to substitute memorandum and articles for deed of settlement. 8 Edw. 7 c. 69 s. 264. Power of Court to stay or restrain proceedings. Ib. s. 265. Actions stayed on winding-up order. 8 Edw. 7 c.69 s. 266. Meaning of unregistered company. Ib. s. 267. Winding up of unregistered companies. Ib. s. 268. Contributories in winding up of unregistered company. 8 Edw. 7 c. 69 s. 269. Power of Court to stay or restrain proceedings. Ib. s. 270. Actions stayed on winding-up order. Ib. s. 271. Directions as to property in certain cases. Ib. s. 272. Provisions of Part VIII of Ordinance cumulative. 8 Edw. 7 c. 69 s. 273. Requirements as to companies established outside the Colony. Ib. s. 274. 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. No.3 of 1890. Application of fines. Ib. s. 277. Costs in action by certain limited companies. Ib. 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 false statement. Ib. s. 281. Penalty for improper use of word 'Limited.' 8 Edw. 7 c. 69 s. 282. Interpretation. Ib. s. 285. Repeal of Ordinances and savings. 8 Edw. 7 c. 69 s. 286. Saving of pending proceedings for winding up. Ib. s. 287. Saving of deeds. Ib. s. 288. Former registers and Registrar continued. 8 Edw. 7 c. 69 s. 289. Saving for existing rules of procedure, &c. ib. s. 290. Substitution of provisions of this Ordinance for provisions of repealed Ordinances. Ib. s. 291. Saving for Life and Fire Insurance Companies Ordinances No.11 of 1907. No. 3 of 1908. [a] For definition of vendor, see section 83 (2) of the Companies Ordinance, 1911. [b] See section 83 (3) of the companies Ordinance, 1911.