CHINESE PARTNERSHIPS ORDINANCE, 1911

CHINESE PARTNERSHIPS ORDINANCE, 1911

No. 44 of 1911, incorporated in No. 21 of 1909.

No. 45 of 1911, incorporated in No. 1 of 1901.

No. 46 of 1911, incorporated in No. 9 of 1911.

No, 47 of 1911, repealed by No. 8 of 1920.

No. 48 of 1911, incorporated in No. 10 of 1899.

No. 49 of 1911, repealed by No. 8 of 1912.

No. 50 of 1911 and No. 51 of 1911, incorporated
generally.

No. 52 of 1911, incorporated in No. 10 of 1886.

No. 53 of 1911.

An Ordinance to provide for the registration of Chinese
partnerships, and to enable partners therein to register
and thereby to limit their liability.

[1st January , 1912.]

1. This Ordinance may be cited as the Chinese Partner-
ships Ordinance, 1911.

2.-(1) ln this Ordinance,

(a) Firm, firm name , and business have the same
meanings as in the Partnership Ordinance, 1897.


(b) Full name , in the case of a person who carries on
business in more than one includes all the names,
whether t'ony names or otherwise, in which such person
carries on business, and in the case of persons, with Chinese
names or of Chinese origin includes his surname and
pit tsz ,and the place of his birth and the district in
China to which he belongs.






(c) Hung ku shareholder means a person who is
registered as such in a registered partnership and who holds
a hung ku , or red share, and is a person who is
entitled to no interest on capital, but who shares with the
partners the surplus profit after interest on capital has been
paid.

(d) Registered partner means any partner, including
a firm, a family t'ong or a body corporate who or which is
registered as such under this Ordinance.

(e) Registrar of Companies means the officer and his
assistants appointed for the registratIon of companies under

the Companies Ordimance, 1911.

(2) This Ordinance shall apply only to sneh partnerships
carrying on business in the Colony as in the opinion of the
Registrar of Companies can properly be described as Chinese
partnerships.

3. Chinese partnerships and partners therein may register
in the manner and subject to the conditions by this Ordinance
provided.

4.-(1) No partnership may register unnder this Ordinance
unless one at least of its partners registers as a partner
therein.

(2) Firms or family t'ongs may he registered as partners
in a rogistered : Provided that a firm or family
t'ong so registered shall be regarded, so far as the partner
ship in which it is registered is concerned , as one person
Provided also that one partner only in the firm or one
member only of the t'ong shall be registered as a represent-
ative of the firm or t'ong so registering as aforesaid:
Provided also that no person may be registered as a
representative of a firm or t'ong unless the, Registrar of
Companies is satisfied that he has the authority of the other
members of his firm or the adult members of his tong to be
registered as their representative in the registered partner-
ship, and unless one month shall have elapsed since an
announcement of his intention to apply for registration
a representative of the firm or t'ong in question shall have
been published in the Gazette and in two Chinese daily
newspapers circulating in the Coloity.





(3) The Registrar of Companies shall register the names
of all members of a family t'ong disclosed to him by such
representative, including infants of any age; and thereafter
members so registered shall have their liability limited in
the same manner as if they were registered as partners
under this Ordinance.

(4) Bodies corporate may be registered as partners in a
registered partnership.

5.-(1) The liability of partner in a registered
partnership, which may sue and be sited in its registered
name, shall be unlimited in respect of assets in his posses-
sion connected with the registered partnership.

(2) The liability of each unregistered. partner in a reg-
istered partnership shall be unlimited.

(3) The liability of each registered partner in a registered
partnership beyond his liability under sub-section (1) shall
be limited to such proportion of the debts and obligations
of the registered partnership s his interest in the registered
partnership bears to the total. interest of all the partners
therein, whether registered or unregistered.

(4) Where a firm or family t'ong is registered as a partner
in a registered partnership, but is not itself registered as a
registered partnership, the liability of each of its partners
or members shall be unlimited in respect of assets in his
possession connected with the registered partnersbip, but his
further liability shall be limited to such proportion of the
debts and obligations of the registered partnership as the
interest of his firm or t'ong in the registered partnership
bears to the total interest of all the partners therein whether
registered or unregistered.

(5) Where a firm or family t'ong is registered as a partner
in a registered partnership and is itself also registered as a
registered partnership, the liability of each of its registered
partners or members shall be unlimited in respect of assets
in his possession connected with the registered partnership
in which his firm or t'ong is a registered partner, but his
further liability shall be limiited to suth proportion of what
would have been his total liability if his firm or t'ong had
not itself been a registered partnership as his interest in
his own firm or t'ong bears to the total interest of all the
partners thercin, registered or unregistered.





(6) Where a firm or family t'ong is registered as a partner
in a registered partnership and is itself also registered
as a registered partnership, the liability of each of its
unregistered partner, or members shall be unlimited in
respect of assets in his possession connected with the
registered partnership in which the firm or t'ong is a
registered partner; but his further liability shall be limited
to such proportion of the debts and obligations of the
registered partnership as the interest of his firm or t'ong in
the registered partnership bears to the total interest of all
the partners therein whether registered or unregistered.

(7) No person registered only as a hung ku shareholder
shall be under any further liability for the debts and
obligations of the firm in which he is so registered than the
liability imposed by sub-section (1).

(8) The burden of proving that assets in his possession
are unconnected with the registered partnership shall be
on the person who seeks to have his liability limited under
this section.

(9) No member of a firm or family t'ong which is reg-
istered as a partner other than the registered representative
thereof shall take part in the management of the business of
the re-gistered partnership or shall have power to bind the
registered partnership:

Provided that any member of such a firm or t'ong may by
himself or his agent at any time inspect the books of the
firm and examine into the state and prospects of the
partnership business.

lf a member of such a firm or t'ong other than the
registered representative thereof takes part in the manage-
ment of the business of the registered partnership, he shall
be personally liable to an unlimited extent for all debts and
obligations of the registered partnership incurred while he
so takes part in the management thereof.

(10) A firm or family t'ong registered as a partner in a
registered partnership may be sued in its firm or t'ong name

in respect of the debts and obligations of the registered part-
nership, and service on its registered representative shall be
deemed sufficient service on the partners in the firm or the
members of the t'ong.





6.-(1) A registered partnership shall not be dissolved
by the death, or bankruptcy, or admission, or succession, or
retirement of a partner; and the lunacy of a partner shall
not be a ground for dissolution of the partnership by the court
unless the lunatic's share cannot be otherwise ascertained
and realised.

(2) In the event of the dissolution of a registered partner-
ship, its affairs shall be wound up by the partners unless the
court otherwise orders.

(3) Applications to the court to wind up a registered part-
nership shall be by petition under the Companies, Ordinance,
1911, and the provisions of such Ordinance relating to the
winding-up of companies by the court and of the rules made
thereunder (including provisions as to fees) shall, subject to
such modification (if any) as the Governor in Council may
by rules provide, apply to the winding-up by the court of
registered partnerships, with the substitution of partners for
directors.

(4) Subject to any express agreement between the part-
ners,--


(a) any difference arising as to ordinary matters connected with
the business of a registered partnership may be decided
by a majority of the partners;

(b) a partner shall not be entitled to dissolve a registered
partnership by notice.

7. Subject to the provisions of this Ordinance, the Part-
nership Ordinance, 1897, and the rules of equity and of
common law applicable to partnerships, except in so far as
they are inconsistent with the express provisions of the
last-mentioned Ordinance, shall apply to partnerships and
partners registered under this Ordinance.

8. The registration of a partnership under this Ordinance
shall be effected by delivering to the Registrar of Companies
a statement signed by such of the partners and hung ku
shareholders as desire to be registered under this Ordinance
containing the following particulars:-

(a) the partnership name;
(b) the general nature of the business;
(c) the principal place of business;




(d) the full name and address of each of the partners and
hung ku shareholders who desires to registered under this
Ordinance;

(e) the term, if any, for which the partnership is entered
into, and the date of its commencement;

(f) the total capital of the partnership and the amount of
such capital which has been paid up;

(g) the sum contributed by cach partner who desires to be
registered under this Ordinance, and whether paid in cash
or how otherwise ;

(h) the proportion which the interest in the partnership of
each partner who desires to be registered under this Ordi-
nance bears to the interests of all the partners whether
registered or unregistered, in the partnership; and

(11) the interest in the firm of any hunq ku shareholder who
desires to be registered as such under this Ordinance.

9. If during the continuance of a registered partner-
ship any change is made or occurs, whether by reason of the
death of a registered or unregistered partner or otherwise
howsoever, in-

(a) the firm name,

(b) the general nature of the business,

(C) the Principal place of business,

(d) the registered partners or the name of any registered
partner,

(e) the term or character of the partnership,

(f) the sum contributed by any registered partner,

(g) the proportion which the interest in the partnership of
any registered partner bears to the interest of all the partners,
whether registered or unregistered, in the partnership,

a statement, chopped with the chop of the partnership and
signed by the manager or in his absence by one or more of
the registered partners, specifiying the nature of the change
shall within fourteen days be delivered gto the registrar of
Companies.





(2) If default is made in complying iwth the requirements
of this section, such manager and all the registered partners
who cannot prove that they were ignorant of the change shall

upon summary conviction be liable to a fine not exceeding

ten dollars for each day during which the default continues:
Provided that nu person shall be liable to pay a fine exceeding
a total sum of five hundred dollars.

10. The statement of the amount contributed by a
registered partner, and a statement of any increase in that
amount, sent to the Registrar of Companies for registration
under this Ordinance, shall be charged with an ad valorem
stamp duty of 1 dollar for every 500 dollars or portion of
500 dollars up to 10,000 dollars, and 1 dollar ror every 1, 000
dollars or portion of 1,000 dollars on the next 15,000 dollars,
and 50 cents for every 1,000 dollars or portion of 1,000
dollars on sums above 2,5,000 dollars, of the amount so
contributed, or of the increase of that amount, as the case
may be; and, in default of payinent of stamp duty thereon
as herein required, the duty with interest thercon at the rate
of eight per cent front the date of delivery of such statement
shall be a debt to the Crown and shall be recoverable by the
Treasurer from such registered partner in the same manner,
as is provided for by the Crown Remedies Ordinance, 1875,
in respect of rent due to the Crown.

11. Every one who makes, signs, sends, or delivers for
the purpose of registration under this Ordinance any false
or incomplete statement known by him to be false or
incomplete shall be personally liable to all unlimited extent
for all debts and obligations of the registered partnership
incurred during his partnership therein.

12. On receiving any statement made in purstLance of this
Ordinance, the Registrar of Companies shall cause the same
to be filed, and he shall send by registered post or deliver to
the partnership from which such statement has been received
a certificate of the registration thereof.

13. The Registrar of Companies shall keep at his office,
in proper books to be provided for the purpose, a register
and an index of all the partnerships registered as aforesaid,
and of all the statements registered in relation to such





partnerships, and shall as soon as practicable after each
registration publish in the Gazette and in one chinese
newspaper circulating in the Colony a notification of the
name of the registered partnership and of the name of every
registered partner therein.

14.---(1) Any porson may inspect the statements filed
under this Ordinance by the Registrar of Companies, and
there shall be paid for each such inspection a fee of one
dollar : and any person may require a certificate of the
registration of a registered partnership, or a copy of or
extract from any registered statement, to be certified by the
Registrar of Companies, and there shall be paid for such
certificate of registration, certified copy, or extract, such fees
as the Governor in Council may appoint, not exceeding one
dollar for the certificate of registration, and not exceeding
forty cents for each folio of seventy-two words.

(2) A certificate of registration, or a copy of or extract
from any statement registered under this Ordinance, if duly
certified to be a true copy under the hand of the Registrar
of Companies, shall, in all legal proceedings, civil or criminal,
and in all cases whatsoever, be received in evidence.

15. It shall be lawfull for the Governor in Council to make
regulations Concerning any of the following matters:-

(1) the fees to be paid to the Registrar of Companies under
this Ordinance, so that they do not exceed in the case of the
original registration of a partnership the sum of twenty
dollars, and in any other case the sum of three dollars;

(2) the duties or additional duties to be performed by the
Registrar of Companies for the purposes of this Ordinance;

(3) the performance by assistants and other officers of acts
by this Ordinance required to be done by the Registrar of
Companies ;

(4) the forms to be used for the purposes of this Ordinance;

(5) the publication in the Gazette of a list of the partner-
ships registered; and

(6) generally the conduct and regulation of registration
under this, Ordinance and any matters incidental thereto.

16. Nothing in this Ordinance shall be taken to affet any
debt or liability incurred by a registered partnership or a
registered partner or hung ku shareholder prior to the date
of the certificate of their respective registrations issued under
section 12.

[s. 17, rep. No. 16 of 1912.]

[Originally No. 53 of 1911. No. 21 of 1922. Law Rev. Ord., 1924.] Short title. Interpretation. Ordinance No. 1 of 1897. Ordinance No. 58 of 1911. Application of Ordinance. Registration of Chinese partnerships and partners. Conditions of registration. Effect of registration on liability. Unregistered partner; and registered partner in registered partnership. Unregistered firm registered as partner in registered partnership. Registered firm registered as partner in registered partnership; liability of registered partners; [s. 5 contd.] and of unregistered partners. Registered hung ku shareholder. Actions against firm registered as partner in registered partnership. Dissolution and winding-up of registered partnerships. Ordinance No. 58 of 1911. Law as to private partnership to apply. Ordinance No. 1 of 1897. Manner and particulars of registration. Registration of changes in partnerships. Ad valorem stamp duty on contributions by registered partners. Ordinance No. 6 of 1875. Penalty for making false returns. Registrar to file statement and issue certificate of registration. Registrar to keep register and index and to advertise registrations. Inspection of statements registered. Regulations. Effect of registration not retrospective.

[Originally No. 53 of 1911. No. 21 of 1922. Law Rev. Ord., 1924.] Short title. Interpretation. Ordinance No. 1 of 1897. Ordinance No. 58 of 1911. Application of Ordinance. Registration of Chinese partnerships and partners. Conditions of registration. Effect of registration on liability. Unregistered partner; and registered partner in registered partnership. Unregistered firm registered as partner in registered partnership. Registered firm registered as partner in registered partnership; liability of registered partners; [s. 5 contd.] and of unregistered partners. Registered hung ku shareholder. Actions against firm registered as partner in registered partnership. Dissolution and winding-up of registered partnerships. Ordinance No. 58 of 1911. Law as to private partnership to apply. Ordinance No. 1 of 1897. Manner and particulars of registration. Registration of changes in partnerships. Ad valorem stamp duty on contributions by registered partners. Ordinance No. 6 of 1875. Penalty for making false returns. Registrar to file statement and issue certificate of registration. Registrar to keep register and index and to advertise registrations. Inspection of statements registered. Regulations. Effect of registration not retrospective.

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1923

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No. 53 of 1911

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