CHINESE PARTNERSHIPS ORDINANCE

CHINESE PARTNERSHIPS 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

Partnerships Ordinance.

2. (1) In this Ordinance

'firm', 'firm name' and 'business' have the same meanings as in the
Partnership Ordinance;

'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 business, and in the
case of a person with a Chinese name or of Chinese origin
includes his surname and pit tsz (All') and the place of his birth
and the district in China to which he belongs;

'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;

'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;

'Registrar of Companies' or 'Registrar' means the officer and his
assistants appointed for the registration of companies tinder the
Companies Ordinance.

(2) This Ordinance shall apply only to such partner

ships 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 t'ongs may be registered as partners in a
registered partnership: Provided that a firm or family t'ong so registered
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 is satisfied 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 partnership, and
unless one month has elapsed since an announcement of his intention
to apply for registration as a representative of the firm or t'ong in
question has been published in the Gazette and in two Chinese daily
newspapers circulaling in the Colony.

(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 each partner in a registered partnership,
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 subsection (i) shall be 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 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 partnership, 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 limited to such 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 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 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 subsection (I).





(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 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 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.

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 obligations 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
or bankruptcy or admission or succession on 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 othenvise ascertained and realized.

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

(3) Applications to the court to wind tip a registered partnership
shall be by petition under the Companies Ordinance, 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
Partnership Ordinance, 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 lastmentioned
Ordinance, shall apply to partnerships and p artners 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 partner and each
hung ku shareholder who desires to be registered
tinder 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 tinder 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,
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, specifying the nature of the change shall within fourteen
days be delivered to the Registrar.

(2) 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 of fifty 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 for registration under this Ordinance, shall be charged with
an ad valorem stamp duty of one dollar for every five hundred dollars
or portion of five hundred dollars up to ten thousand dollars, and one
dollar for every one thousand dollars or portion of one thousand
dollars on the next fifteen thousand dollars, and fifty cents for every
one thousand dollars or portion of one thousand dollars on sums
above twenty-five thousand





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 Accountant General from
such registered partner in the same manner as is provided
for by the Supreme Court (Summary Jurisdiction) Ordin-
ance in respect of rent due to the Crown.

11. Every person 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 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 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 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 person may inspect the statements filed under this
Ordinance by the Registrar, 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, 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 tinder the hand of the Registrar, shall in all legal proceedings,
civil or criminal, and in all cases whatsoever, be received in evidence.

15. The Governor in Council may by regulations prescribe or
provide for

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

(b)the duties or additional duties to be performed by the
Registrar;

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

(d) forms;

(e)publication in the Gazette of a list of the partnerships
registered; and

(f) generally the conduct and regulation of registration under
this 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 Ku shareholder prior to the date of the certificate of their
respective registrations issued under section 12.
Originally 53 of 1911. Fraser 53 of 1911. 22 of 1950. Short title. Interpretation. (Cap. 38.) (Cap. 32.) Application of Ordinance. Registration. Conditions of registration. Effect of registration on liability. Unregistered 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; and of unregistered partners. Registered hung ku shareholder. [s. 5 cont.] Actions against firm registered as partner in registered partnership. Dissolution and winding-up of registered partnerships. (Cap. 32.) Law as to private partnership to apply. (Cap. 38.) Manner and particulars of registration. [s. 8 cont.] Registration of changes in partnerships. 22 of 1950, Schedule. Ad valorem stamp duty on contributions by registered partners. (Cap. 5). 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. [s. 14 cont.] Regulations. Effect of registration not retrospective.

Originally 53 of 1911. Fraser 53 of 1911. 22 of 1950. Short title. Interpretation. (Cap. 38.) (Cap. 32.) Application of Ordinance. Registration. Conditions of registration. Effect of registration on liability. Unregistered 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; and of unregistered partners. Registered hung ku shareholder. [s. 5 cont.] Actions against firm registered as partner in registered partnership. Dissolution and winding-up of registered partnerships. (Cap. 32.) Law as to private partnership to apply. (Cap. 38.) Manner and particulars of registration. [s. 8 cont.] Registration of changes in partnerships. 22 of 1950, Schedule. Ad valorem stamp duty on contributions by registered partners. (Cap. 5). 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. [s. 14 cont.] Regulations. Effect of registration not retrospective.

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