CHINESE PARTNERSHIPS ORDINANCE, 1911

CHINESE PARTNERSHIPS ORDINANCE, 1911

No. 53 of 1911.

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

[1stt January, 1912.]

1. This Ordinance may he cited as the Chinese Partnerships
Ordinance, 1911.

2.-(1) In 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 name includes all the names, whether
t'ong names or, otherwise, in which such person carries on busi-
ness, and in the case of a person With a Chinese name 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 regis-
tered 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 Ordinance, 1932.

(2) This Ordinance shall apply only to such 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 under this Ordinance
unless one, at least of its partners registers as a partner therein.

(2) Firms or family Vongs may be registered as partners in
a registered partnership: Provided that a firm or family t'ong
so registefed shall be regarded, so far as the partnership 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 representative 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 issatisfied that he has the authority
of the other members of his firm or the adult members of his
t'ong to be registered as their representative in the registered
partnerlip, and, unless one month has elapsed since an announce-
rnent of his intention to apply for registration as a representative
of the firm or Vong in question has been published in the Gazette
and in two Chinese daily newspapers circulating in the Colony.

(3) The Registrar of Companies shall register the names Qf
all members of a family Vong disclosed to hini by such repre-
sentative, including infants of any age; arid 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 each partner in a registered partner-
ship; which may sue and be sued in its registered name, shall be
unlimited in respect of assets in his possession connected with
the registered partnership.
(2) The liability of each unregistered partner in a registered
partnership shall be unlimited.
(3) The liability of each registered partner in a registered
partnership beyond his liability under sub-section (1) shall be

As amended by Law Rev. Ord., 1939.





limited to such proportion of the debts and obligations of the
registered partnership as 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 Vong 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 partnership, but his further liability
shall be limited to such proportion of ihe 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.
(s) 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 connedted with the registered partnership in which
his firm or Vang is a registered partner, but his further liability
shall be limited to such proportion of what would have been his
total liability if his firm or Cong 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 therein, whether 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
partners 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 beats to the total interest of all the
partners thereih whether registered or unregistered.
(7) No person registered only as a hung ku shareholder
shall be under any further liability the debts And obligations
of the firm in which he is so reffi5tered than the Iiability imposed
by sub-section (i).

(8) The burden of proving that assets in his possession are
unconnected with the registered padhership shall be on the person





who seeksto have his liability limited under this section.

(9) No merriber of a firm or familyTong which is registered
as a Partner other than the registered representative thereof shall
take part in the management of the business of the registered
partnership or shall have power to bind the registered partner-
ship.

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.

If a member of such a firm or t'ong other than the registered
representative thereof takes, part in the management 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 obligation's of the registered partnership,
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 ot bankruptcy or admission or succession or retire-
ment 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 realized.

(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 tothe court to wind up a registered part-
nership shall be by petition under the Companies Ordinance,
1932, 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 partners-
(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 Partner-
ship Ordinance, 1897, and the rules of equity and of pomimon
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 share-
holders 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 partner and each
hung ku shareholder who desires to be 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 each 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 Ordinance
bears to the interests of all the partners, whether registered or
unregistered, in the partnership; and

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





9.-(1) If during the continuance of a registered partnership
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, proportion 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 partner ship and signed
by the manager or in his absence by one or more of the registered
partners, specifying the nature of the change shall within fourteen
days be delivered to the Registrar of Companies.
If default is made in complying with 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
no 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 for 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 25,000 dollars, of the
amount so contributed, or of the increase of that amount, as the
case may be; and in default of payment of stamp duty thereon
as herein required the duty with interest thereon at the rate
of eight per cent from 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. Fvery person who makes, signs, sends or delivers for the
purpose of registration under this Ordinance any false or incom-
plete statement known by him to be false or incomplete shall
be personally liable to an unlimited extent for all debts and
obligations of the registered partnership incurred during his
partnership therein.

12. On receiving any statement made in pursuance of this,
Ordinance the Registrar of Companies shall cause the sa me 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 dame of the registered partnership and of
the name of every registered partner therein.

14.-(1) Any person 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 Qf or extract from any registered state-
ment, 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.

As amended by Law Rev. Ord., 1939.

15. It shall be lawful 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 th 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 partnerships
registered; and

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

16. Nothing in this Ordinance shall be taken to affect any
debt, or liability incurred by a registered partnership or a
registered partner. or a hung IA shareholder prior to the date
of the certificate of their respective registrations issued under
section 12.
[Originally No. 53 of 1911. Law Rev. Ord., 1939.] Short title. Interpretation. Ordinance No. 1 of 1897. Ordinance No. 39 of 1932. Application of Ordinance. Registration of Chinese partnerships and partners. [cf. No. 39 of 1932, s. 312.] Conditions of registration. Effect of registration on liability. Unregistered partner ; and registered partner in registered partnership. [s. 5 contd.] Unregistered firm registered as partner in registered partnership. Registered firm registered as partner in registered partnership; liability of registered partners; and of unregistered partners. Registered hung ku shareholder. Actions against from registered as partner in registered partnership. Dissolution and winding-up of registered partnerships. Ordinance No. 39 of 1932. 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.

[Originally No. 53 of 1911. Law Rev. Ord., 1939.] Short title. Interpretation. Ordinance No. 1 of 1897. Ordinance No. 39 of 1932. Application of Ordinance. Registration of Chinese partnerships and partners. [cf. No. 39 of 1932, s. 312.] Conditions of registration. Effect of registration on liability. Unregistered partner ; and registered partner in registered partnership. [s. 5 contd.] Unregistered firm registered as partner in registered partnership. Registered firm registered as partner in registered partnership; liability of registered partners; and of unregistered partners. Registered hung ku shareholder. Actions against from registered as partner in registered partnership. Dissolution and winding-up of registered partnerships. Ordinance No. 39 of 1932. 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.

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