COMPANIES ORDINANCE, 1865

COMPANIES ORDINANCE, 1865

ORDINANCE No. 1 of 1865.

Cornpan.aes, 4c.

No. 1 of 1865.
An Ordinance fur the Incorporation, Regulation, and Winding-up
of Trading Companies and other Associations.

[4th March, 1865.]

WHELLEAS it is expedient to provide by Ordinance for the
incorporation, rejuladon, and winding-tip of trading companies
and other associations: Be it enacted by His Excellency the Governor
of Honcr(cona, with the advice of the LeDislative Council thereof, as
follows:

:Preliminary.

1. This Ordinance may be cited for all purposes as ' Tlie Companies
short. tits<.
Ordinance 1865.'

2. This Ordinance shall come into operation on the first day of
NLIay, commence-
ment of
one thousand eight hundred and sixty-five, and the time at which it so
Ordinance.
comes into operation is hereinafter referred to as the commencement .of
this Ordinance.

Title.

[See 09-de.

Nos. 2 y 3 y'

186E, No. 1 qf1377, No. 14

ofr6ar, No. s

of T 883, No. 3aof 1886.].

Preamble.

3. For the purposes of this Ordinance a company that carries on the
Definition of'

insurance
htzsiness of insurance in common with any other ~ business or businesses
cow pans.

shall be deemed to be an insurance company. `

4. No company, association, or partnership consisting of more than ten
persona ' Prohibition of
shall be formed, after the commencement of this Ordinance, for the
purpose of carrying pexceedingartnershipcertain

number.
on the business of banking, unless it is registered as a company under
this Ordinance,
or is formed in pursuance of some other Ordinance, or of a Charter of
Incorporation,
or of Letters Patent; and no company, association, or partnership
consisting of more
than twenty persons shall be formed, after the commencement of this
Ordinance, for
the purpose of carrying on 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 4 company under this Ordinance, or is formed
in pursuance of
some other Ordinance, or of a Charter of Incorporation, or of Letters
Patent.

Repealed by Ordinance No. 2 of 1866 and new section substituted.]

matters

5. This Ordinance is divided into seven parts, relating to the following
subject n;v,8ion of

Ordinance.

The first part,-to the constitution and incorporation of companies and
associations under this Ordinance
The second part,-to the distribution of the capital and liability, of
members
of companies and associations under this Ordinance:
The third part,-to the liability of banking, companies issuing notes.
ORDINANCE No. 1 of 186ii.

Companies, ,~c. (Part _L Constitution, ~c.)

The fourth part,-to the management and administration of companies and
associations under this Ordinance:

The fifth part,-to the winding-up of companies and associations under this
Ordinance:

The sixth part,-to the registration once

The seventh part,-to repeal of Ordinances.
1866 and new section substituted.]

PART I.

Repealed by Ordinance No. 2 of

CONSTITUTION AND INCOR110RATION OF COlI1'A\IF;S AND ASSOCIATION:
UNDER THIS ORDINANCE.

Memorandum of Association.
Mode of 6. Any seven or more persons associated for any lawful purpose

r''~a''g
.eolnpau3. (Amended by Ordinance No. .2 of 1866 may, by subscribing their
names
to a memorandum of association, and otherwise complying with the
requisitions of this Ordinance in respect of registration, form an
incorpo-
rated company, with or without limited liability.

Mode of 7, The liability of the members of a company formed under this
rinaring
liability of Ordinance may, according to the memorandum of association, be
limited

members.
either to the amount, if any, unpaid on the shares respectively held by
them, or to such amount as the members may respectively undertake by
the memorandum of association to contribute to the assets of the company

in. the event of its being wound-up.

arc,nav.lnaaln 8. Where a company is formed on the principle of having the
-tit tL580CI&1011

.or a company liability of its members limited to the amount unpaid on
their shares,
I '.'ntredl'y
Silares. hereinafter referred to as a company limited by .shares, the
memorandum
of association shall. contain the following things ; (that is to say,)

The name of the proposed company, with the addition of
the word 'Limited' as the last word in such name:
(2.) The place within this Colony in which the registered office
of the company is proposed to be situate:
(3.) The objects for which the proposed company is to be
established:
d

(4.) A declaration that tile liability of the members is limited:

( 5.) The amount of capital with which the company proposes
to be registered,. divided into shares of a certain fixed
amount:
ORDINANCE No. 1 of 1865.

Companies, 6-c. (Part I. Constitution, 4-c.)

Subject to the following regulations:

(l .) That no subscriber shall take less than one share.

(Z.) That each subscriber of the memorandum of association
- shall write opposite to his name the number of shares he
takes. -

9. Where a company is formed on the principle of having the liability
of its members limited to such amount as the members respectively
undertake to contribute to the assets of the company in the event of the
same being wound-up, hereinafter referred to as a company limited by
guarantee, the memorandum of association shall contain the following
t-binffs; (that is to say,)
15
(1.) The name of the proposed company, with the addition of
the word 'Limited' as the last word in such name:
(2.) The place within this Colony, in which the registered

' office of the company is proposed to be situate:

(3.) The objects for which the proposed company is to be
established.

(1.) A declaration that each member undertakes to contribute
to the assets of the company in the event of the same being
wound-up, during the time that he is a member, or within
one year afterwards, for payment of the debts and liabilities
of the company contracted before the time at which he ceases
to be a member, and of the costs, charge, and expenses of
winding-up the company, and for the adjustment of the
ribhts of the contributories amongst. themselves, such
amount as may be required, not exceeding a specified
amount.

10. Where a .company is formed on the principle of having no limit
placed on the liability of its members, hereinafter referred to as an
unlimited company, the memorandum of association shall contain the
following things; (that is to say,)

(1.) The name of the proposed company:

(2.) The place within this Colony, in which the registered office
of the company is proposed to be situate:

(3.) The objects for which the proposed company is to be
established.

Aiemoran-
dum of
association of
a company
limited by
gua.rantcc.

Memorandum
of association
of an uxdimit-
ed company.
Signature,:.

and -effect of
memorandum.
.o£ sl8sociniion.

Power o£- cer-
tain cozzt
pnnics to alter
ntcrriorandum
.a£ asgoc;tltcon.

Tower of
certain com-
panies to

.IIiL7.1~G' 0$tliC.

RC'gilrt1i:10118

to be pro-

scribed by
articles of

.nfi8ntiati on,

CrE -N(t -3 OF 1$6--51.

Companies, ~c. (Part I. Constitution, ~c.)

11. The memorandum of association shall be signed by each subscriber
in the presence of, and be attested by, one witness at the least: It
shall,
when registered, bind the company and the members thereof to the same
extent as if each member had subscribed his name and affixed his seal
thereto, and there were in the memorandum contained, on the part of
himself, his heirs, executors, and administrators, a covenant to observe
all
the conditions of such memorandum, subject to the provisions of this
Ordinance.

12. Any company limited by shares may so far modify the conditions
contained in its memorandum of association, if authcrizcd to do so by its
regulations as originally framed, or as altered by special resolution in
manner hereinafter mentioned, as to increase its capital, by the issue of
new shares of such amount as it thinks' expedient, or to consolidate and
divide its capital into shares of lamer amount than its existing shares,
or
to convert its paid-up shares into stock, but, sate as aforesaid, and
save as is hereinafter provided in the case of a chanbe of name; no
alteration shall be made by any company in the conditions contained in
its memorandum of association.

13. Any company under this Ordinance, with the sanction of a,
special resolution of the company passed in manner hereinafter mentioned,
and with the approval of His Excellency the Governor, may change its
name, and upon such change being made the officer appointed for the
registration of companies under this Ordinance, hereinafter styled the
Registrar, shall enter the new name on the register in the place of tire
former name, and stall issue a certificate of incorporation altered to
meet
the circumstances of the case; but no such alteration of name shall affect
any rights or obJibations of the company, or reader defective any legal
proceedings instituted or to be instituted by or aingainst the con npany,
and
any legal proceedings may be continued or commenced against the
company by its new name that might have been continued or commenced
against the company by its former name.

Articles of Association.

14. 'the memorandum of association may, in the case of a company
limited by shares, and shall; in the case of a company limited by
guarantee
or unlimited, be accompanied, when registered, by articles of association
signed by the subscribers -to the memorandum , of association, and
prescribing such regulations for the company.as the subscribers to the
ORDI\ A1\TCr \'o. 1 of 1560'.

Companies, Sic. (Part I. Constitution, t1c.)

memorandum of association deern expedient: the articles shall be expressed
in separate paragraphs, numbered arithmetically: they may adopt all or
any of the provisions contained in the table marked A in the first
schedule
hereto: they shall, in the case of a company, whether limited by guarantee
or unlimited, that has a capital divided into shares, state the amount of
capital with which the company proposes to be registered; and in the
case of a company, whether limited by guarantee or unlimited, that has
not a capital divided into shares, state the number of members with which
the company proposes to be registered, for the purpose of enabling the
Reoistrar to determine the fees payable on registration: In a company
limited by onarantee or unlimited, and having a capital divided into
shares,.
each subscriber shall tale one share at the least, and shall write
opposite,
to his name in the memorandum of association the number of shares lie
takes.

15. In the case of a company limited by shares, if the memorandum
Aphlio;ttion
of association 1S not accompanied by articles of tt`$soclatlon, or in so
fax.' as of, table A.
the articles do not exclude or modify the regulations contained in the
table marked A in the first schedule hereto, the last-mentioned
regulations,
shall, so far as the same are applicable, be deemed to be the regulations
of the company in the same manner and to the same extent as if they had
been inserted in articles of association, and the articles had been duly
registered.

16. The articles of association shall be printed, and shall be signed
by each subscriber in the presence of', and be attested by, one witness at
the least, and when registered, they shall bind the company and the
members thereof to the sane extent as if each member had subscribed his
name and affixed his seal thereto, and there were in such articles
contained
:a covenant of,. the part of himself, his heirs, executors and
administrators,
to conform to all the regulations contained in such articles, subject to
the
provisions of this Ordinance; and all monies payable by any member to
the company, in pursuance of the conditions and regulations of the com-
pany, or any of such conditions or regulations, shall be deemed to be in
-the nature of a specialty debt due from such member to the company.

General Provisions.

Sigwaturc,
and effect of
articles of
:tco(:iatMn.

17, The memorandum of association and the articles of associations
r,<e;,t,~at;o,t.
of oemo-
if any, shall be delivered to the Registrar hereinafter mentioned, who
tt3ttatwt of
anti .vrticlos of
Z M

SSOC11ttiOll

with fees as f::
table 11.

ORDINANCE NO. 1 OF 1865.

Companies, 8fe. (Part 1. Constitution, 4c.)

shall retain and register the same: There shall be paid to the Registrar
by a company having a capital divided into shares, in respect of the
several matters mentioned in the table marked B in the first schedule
hereto, the several fees therein specified, or such other fees as His
Excel-
lency the Governor may from time to time direct: and by a company not
having a capital divided into shares, in respect of the several matters
mentioned in the table marked C in the first schedule hereto, the several
fees therein specified, or such other fees as His Excellency the Governor'
may from time to tune direct: All fees paid to the said Registrar in
pursuance of this Ordinance shall be paid over to the Colonial 'treasurer,
and be carried by him to the account of the funds of this Colony.

Efr4'ct °f 1'0- 18. Upon the registration of the memorandum of
association, and
of the articles of association in cases where articles o£ association are
required by this Ordinance or by the desire of the parties to be
registered,
the Registrar shall certify under his hand that tine company is
incorporated,
and in the case o£ a limited company that the company is limited: the
subscribers of the memorandum of association, together with such other
persons as may from time to time become members of the company, shall
thereupon be a body corporate by tile name contained in the memorandum
of association, 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 the
same being wound-up as is hereinafter mentioned: A certificate of the
incorporation of any company= given by the Registrar shall be conclusive
evidence that all the requisitions of this Ordinance in respect of
registration
have been complied with.

Copies of me.
ntorandum
and f4T't7CICS
to be given to
T44emuels.

19. A copy of the memorandum of association, having annexed
thereto the articles of association, if any, shall be forwarded to every
member, at This request, on payment of the sum of one dollar or such
less sum as may be prescribed by the company for each copy; and if any
company makes default in forwarding a copy of the memorandum of
association and articles of association, if any, to a member, in pursuance
of this section, the company, so making default, shall .for each offence
incur a penalty not exceeding twenty-five dollars, and every director and
manager of the company who =shall knowingly and wilfully authorize or
permit such default shall incur the life penalty.
ORDINANCE No. I OF 1,965.

Companies, J~c. (Part II. Distribution of Capital.)

20. No company shall be registered under a name identical with
a'-hivitiot.

anaiu,t idr-
that by which a subsisting company is already registered, or so nearly
city i' lailies
in cn,.nlxu,iea.

resembling the same as to be calculated to deceive, except in a case where
such subsisting company is in the course of being dissolved and testifies
its consent in such manner as the Registrar requires; and if any company,
through inadvertence or otherwise, is, without such consent as aforesaid,
registered by a name identical with that by w hick a subsisting company
is registered, or so nearly resembling the same as to be calculated to
deceive, such first-mentioned connpai;y may, with the sanction of the
lienistra.r, chance its name, and upon such change being made the Pe^istr
ar
shall enter the new name on the register in the place of the former name,
and shall issue a certificate of incorporation altered to meet the circum-
stances of the case; but no such alteration of name shall affect any
rinh;s
or obligations of tyre company, or render defective any legal 1)roceedin~s
instituted or to be instituted by or against the company, and any legal
proceedings may be continued or commenced against the company by its
new name that might have been continued or commenced against the
company by its former name.

PART II.

DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS OF
COMPANIES AND ASSOCIATIO:~TS UNDER, THIS ORDINANCE.

Distribution of Capital.

21. The shares or other interest of any member in a company under

this Ordinance shall be personal estate, capable of being transferred in
manner provided by the regulations of the company, and shall not be of
the nature of real estate, and each sham shall, in the case of a company
having a capital divided into shares, be distinguished by its appropriate
number.

Natill-c of

22, The subscribers of the memorandum of association of any com-
Definition of
'A~cml>er.'

pang under this Ordinance shall be deemed to have agreed to become
members of the company whose memorandum they have subscribed, and
upon the registration of the company shall by entered as members on the
register of members hereinafter mentimed; and every other person who
has agreed to become a member of a company under this Ordinance, end
whose name is entered on the register of members; shall be deemed to be
-a member of the company.
ORDINANCE No. I of 186.

Companies, 4c. (Part II. Distribution of Capital.)

'rvans~6r >>y 23. Any transfer of the share or othe>:r, interest of a
deceased me m-
pt~r8nual rc:-
z»wcrirative, ber of a company under this Ordinance, made by his personal
representa-
tive, shall, notwithstanding such personal representative may not himself-
be a member, be of the same validity as if he had been a. member at the
tune of the execution of the instrument of transfer.

ite~,Wor of 24. Every company under this Ordinance shall cause to be kept
in
one or more books a register of its members, and there shall be entered
therein the following particulars
(1.) The names and addresses, and the occupations, if any, of
the rnernbers of the company, with the addition, in the: case
of a company having a capital divided into shares, of a
statement of the shares held by each member, distinguish-
ing each share by its number : And of the amount paid or
agreed to be considered as paid on the shares of each mem-
ber:

'fhe date at which the naare of any person was entered i>?
the register as a member

(3.) The date at which any person ceased to be a member

And any company- acting in contravention of this section shall rrlclzr a
penalty not exceeding one hundred dollars for every day during whirl
its default in complying with the provisions of this section continues,
and
every director or manager of tire comp-any who slurp knowingly and wil-
fully authorize or permit such contravention shall incur the like penalty.

Annual o,cof 25. Every company under this Ordinance, and having a capital
~~1,011,neIN. divided into shares, shall make, once at least in every
year, a list of all
persons who, on the fourteenth day succeeding the day on which the-
urdinary general meeting, or if there is more than one ordinary meeting
in each year, the first o£ such ordinary general meetings is held, are

members of the company; and such list shall state the names, addresses,
and occupations of all the members therein mentioned, and the number of
shares held by each of them, and shall contain a summary specifying the
following particulars:
(1.) The amount of the capital of the company, and the number
of shares into which it is divided:
(2.) The number of shares taken from the commencement of-
the company up to the date of the summary:
ORDINANCE No. 1 of T860'.

Companies, 8fe. (Part II. Distribution of Capital.)

(3. ) The amount of calls made on each share
(4.) The total amount of calls received
(5.) The total amount of evils unpaid
( 6. ) The total amount of shares forfeited
' ( 7. ) The names, ad,lresses, and occupations of the persons who
have ceased to be members since the last list was made,
and the number of shares held by each of them.
The above list and summary shall be contained in a separate part of the
register, and shall be completed within seven days after such fourteenth
clay as is mentioned in this section, and a copy shall forthwith be for-
warded to the Registrar.

26. If any company under this Ordinance and ,.raving a capital
divided into shares, makes default in complying with the provisions of
this Ordinance with respect to forwarding such list of members or sum-
mary as is hereinbefore mentioned to the Registrar, such company shall
incur a penalty not exceeding one hundred dollars for every day during
which such default continues, and every director and manager of the
company who shall knowingly and wilfully authorize or permit such
default shall incur the like penalty.

27, Every company under this Ordinance, having a capital divided
into shares, that has consolidated and divided its capital into shares of
larger amount than its existing shares, or converted any portion of its
capital into stock, shall give notice to the Registrar of such
consolidation,
division, or conversion, specifying the shares so consolidated, divided,
or
converted.

2$. Where any company under this Ordinance, and baying a capital
divided into shares, has converted any portion o£ its capital into stock,
and given notice of such conversion to the Registrar, all the provisions
of this Ordinance which are applicable to shares only shall cease as to so
much of the capital as is converted into stock; and the register of
members
hereby required to be kept by the company, and the list of members to
be forwarded to the Registrar, shall show the amount of stock held by
each member in the list instead of the amount of shares and the
particulars
relating to shares hereinbefore required.

29. No notice of any trust, expressed, implied, or constructive, Entry of
trusts on
shall be entered on the register, or be receivable by the Registrar, in
the ' resister,
case of companies under this Ordinance.

Penalty Oil
company, &<.,
not keeping a
proper 1'CgIS-

Company to
give notice of
consolidation
or of conver-
sion of capil'l l
into stock.

Effect of con-
version of
shares into
stock.
-ceretficare of
har , es or

st6ck.

Taspeazior) of

1'o)vr;r tru.clusu

Notice Of
increase; or
~,npiiar and of
:'members to

be given to

ueg;qtra~.

ORDINANCE rici. 1 of `1865.

Companies, &. (Part II. Distribution of Capital.)

30. A certificate, under the common seal of the company, specifying
any share or shares or stock held by any member of a company, shall b~!
primd facie evidence of the title of the member to the share or shores or
stock therein specified.

31. The register or members, commencing from the date of the
registration of the company, shall be kept at the registered office of the
company hereinafter mentioned : Except token closed as hereinafter
mentioned, it shall during business hours, but subject to such reasonable
restrictions as the company in general meeting may impose, so that not
less than two hours in each day be appointed for inspection, be open to
the
inspection of any,smember gratis, and-to the inspection of any other
person
on the payment oone dollar, or such lees sum as the company may
prescribe, for each inspection ; and ever°y such member or other person
may require a copy of such register, or of any part thereof, or of such
list or summary of members as is hereinbcfore mentioned, an payment of
twenty-five cents for every hundred wards required to be copied: If such
inspection or copy is refused, tire company shall incur for each refusal a
penalty not exceeding fifty dollars, and a further penalty not exceeding
fifty dollars far every day during which such refusal continues, and every
director and manager of the company who shall knowingly authorize or
permit such refusal shall incur the like penalty; and in addition to the
above penalty, as respects companies registered as aforesaid, the Chief
Justice sitting in Chambers may by order compel an immediate inspection,
of the register.

32, Any company under this Ordi:.ance, may upon givin ; notice
by advertisement in the Hongkong Government Gazette close the regis-
ter of members fur any tune or times not exceeding in the whole thirty
days in each year.

33. Where a company has a capital divided into shares, whether
such shares may or may not have been converted into stock, notice of
any increase in such capital beyond the registered capital, and where a.
company has not a capital divided into shares, notice of any increase in
the number of members beyond the registered number, shall be given to
the lvegistrar in the case of an increase -of capital, within fifteen days
from the date of the passinb of the resolution by which such increase
has been authorized, and in the case of an increase of members ;within
fifteen days from the time at which such increase of members has been,
ORDINANCE No. 1 of 186.

Companies, 4c. (Part II. Distribution of Capital.)

resolved on or leas taken place, and the Registrar shall forthwith record
the amount of such increase of capital or members : If such notice is not
given within the period aforesaid the company in default shall incur a
penalty= not exceeding, fifty dollars for every day during which such
neglect to give notice continues, and every director and manager of the
company R-lio shall knowingly= and wilfully authorize or permit such

(],-fault shall incur the like penalty.

34. If the name of any person is, without sufficient cause, entered

in or omitted from the register o£ members of any company under this
Ordinance, or if clefiiult is male or unnecessary delay takes place in
entering on the rejistcr the fact of any person having ceased to be a
member of the company, the person or member aggrieed, or any mem-
ber. of the company, or the company itself, may, by motion in the
Supreme Court sitting in its I~c:gal or Equitable Jurisdiction, or by
appli-
cation to the Chief Justice sittili0 m in Chambers in Law or Equity, or in
such other manner as the said Court may direct, apply fur an order of
the Court that the register may be rectified; and the Court may either
refuse such application, with or without costs, to be paid by the appli-
cant, or it may, if satisfied of the justice of the case, make an -order
for
the rectification of the register, and may direct the company to pay all:
the costs of such motion, or application, and any damages the party
a,~;rieved may h:zve sustained: The Court may in any= proceeding under
this section decide on any question relating to the title of any person
who is a party to such proceeding to have his name entered in or
omitted from the register, whether such question arises between two or
more members or alleged members, or between any members or alleged
members and the company, and generally the Court mayin any such
proceeding decide any question that it may be necessary or expedient
to decide for the rectification of the register ; Provided that the
Court, if
a Court of Common Law, may direct an issue to be tried, in which any
question of law may be raised.

Remedy. for
improper
entry or onus-,
lion of entry
in register.

$5. Whenever any order has been made rectifying the register, in Notice to

;

.the case of a company hereby: required to 'send a list of its members
to Registrar °r
rectification

the Registrar, the Court shall, by its order, direct that due notice of
°f 1e-9iat°r.

such rectification be given to the Registrar.

36. The rebister of members shall be prirrad facie evidence of any
Iteg;ate;. to be-

matters by this Ordinance directed or authorized to .be inserted
therein.evidence.,
Liability of
present and
past members
of company.

ORDINA`NC1J N0. 1.oF 1865.

Companies; Oe.: (mart II. Distribution of Capital.)

Liability of Members.

37. In the event of a company formed under this Ordinance being
wound-up, every present and past member of such company shall be
liable to contribute to the assets of the company to an amount sufficient
for payment of the debts and liabilities of the company, and the costs,
charges, and expenses of the winding-up, and for the payment of such
sums as may be required for the adjustment of the rights of the contri-
butories amongst themselves, with the qualifications following; (that is
to ~ say, )

(1. ) 'No past member shall be liable to contribute to the assets
of,.:.the company if he has ceased to be a member for a period
of bne year or upwards ,prior to the commencement of the
winding-up

( 2. ) No past member shall be liable to contribute in respect
of any debt or liability of the company contracted after
the time at which he ceased to be a member

( 3. ) \ o past member shall be liable to contribute to the assets
of the .company unless it appears to the Court that the
existirib members are unable to satisfy the contributions
required to be made by them in pursuance of this Ordi-
nance

(1. ) 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

(5..) In the case of a company limited by guarantee, no con-
tribution shall be required from any member exceeding the
amount of the undertaking entered into on his behalf by
the memorandum of association

(G.) Nothing in this Ordinance contained shall invalidate any
provision contained in any policy of insurance or other
contract whereby the liability of individual members upon
any such policy or contract is restricted, or whereby the
funds of the company are alone made liable in respect of

such .policy or contract
ORDINANCE No. 1 .oF 1865.

Conupanies, ~c. (Part III, Management,_4-c.)

(7.) No sum due to any member of a company, in his character
of a member, by way of dividends, profits, or otherwise,
shall be deemed to be a debt of the company, payable to
such member in a case of competition between himself and
any -other creditor not being a member of the company;
but any such suln may be taken into account, for the
purposes of the final adjustment of the rights of the con-
tributories arnonost themselves.

PAINT III.

LIABILITY OF BANKING COMPANIES ISSUING NOTES.

38. No banking company registered under this Ordinance issuing notes in
this rroV,soa,,o
Colony shall be entitled to limited liability in respect of such issue,
but shall be subject p.hi'' eoin-
to unlimited liability in respect tbereof, and, if necessary, the assets
shall be marshalled
for the benefit of the general creditors, and the members shall be liable
for the whole
amount of the issue, in addition to the sum for which they would be
liable as members
.of a limited ,company. [Repealed by Ordinance No. ° of 1866.]

NOTE.-The following part and sections ?.here re-numbered as indicated ha
brackets
by Ordinance No. 2 of 1866.

PART IV. (111.)

MANAGE1IENT AND ADMINISTRATION OF C014PANIES AND ASSOCIATIONS
UNDER THIS ORDINANCE.

Provisions for Protection of Creditors.

39. (e8.) Every company under this Ordinance shall have a Regg;ste,.ec
office of Com-
reaistered office to which all communications and notices may be
addressed: p'a
If any company under this Ordinance carries on business without having
such an office, it shall incur a penalty not exceeding fifty dollars for
every day during which business is so carried on.

40. (3y.) Notice of the situation of, such registered office, and
of - Notice of
situation of
any change therein, shall be given to the Registrar, and recorded by him:
,-eg
fee.
until such notice is given the company shall not be deemed to have
complied with the provisions of this Ordinance with respect to baving a
rejistered office.

41. (40.) Every limited company under this Ordinance, whether
limited by shares or by guarantee, shall paint or affix, and shall keep
-painted or affixed, its name on the outside of every office or place in

Publication
of un.me by .v
limited com-
I>any.
ORDINANCE- No. '1 or 1865.

Companies, ~e. (Part III. Management, 8fc.)

which the business of the company is carried on, in a conspicuous
position,

in, letters easily le~ible, and shall have its name engraved in le iblc
characters on its seal, and shall have its name meut.ionea in leniblc

characters in all notices; advertisements, and other official
publications of

such company, and in all bills of exchange, promissory notes, endor semen
ts,
cheques, and orders for money or goods purporting to be sinned by or on
behalf of such company, and in all bills of parcels, invoices, receipts,
and

letters of credit of the company.

l'errnlrteon
mm-polrtic::-
ticari of mttu:.

4N. ( 41. ) If any limited company under this Ordinance does not
paint or affix, and keep painted or affixed, its name in manner directed
by this Ordinance, it shall be liable to a penalty not exceeding fifty
dollars.
for not so painting or affixing its name, and for every day during which
such came is not so , kept painted or affixed, and every director and
mf~nciger of the company who shall knowingly and wilfully authorize or
permit such default shall be liable to the like penalty; and if any
director,
manager, or officer of such company, or any person on its behalf, uses or
authorizes the use of any seal purporting to be a seal of the company
whereon its name is not so en;raven as aforesaid, or issues or authorizes.
the issue of any notice, advertisement, or other official publication of
such
company, or sins or authorizes to be signed on behalf of such company
cmy bill of exchange, promissory note, 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 penalty of two
hundred dollars, and shall further be personally liable to the holder of
tiny such bill of exchange, promissory note, cheque, or order for money
or goods, for the amount thereof, unless the same is duly paid by the

oc_,~o~wrr 43. (4Z.) Every limited company under this Ordinance shall beep

a register of all mortgages and charges specifically affecting property of
the company, and shall enter in such register in respect of each mortgage
or charge a short description of the property mortgaged or charged, the
amount of charge created, and the names of the rnortgaaees or persons
entitled to such charge: If any property of the company is mortgaged or
charged without such entry as aforesaid being made, every director,
tnanaaer, or other officer of the company who knowingly and wilfully
-amthorizen of permits the omission of such entry shall incur a penalty
.not.
ORDINAI\CE \o. 1 of 1865.

Companies, ~c. (Part III, Mawugenrent, 4c.)

,exceeding two hundred dollars: The register of mortgages required by
this section shall be open to inspection by any creditor or member of the
company at all reasonable times; and if such inspection is refused, any
officer of the company refusing the same, and every director and manager
of the company authorizing or knowingly and wilfully permitting such
refusal, shall incur a penalty not exceeding fifty dollars, and a further
penalty not exceeding twenty-five dollars for every day during which such
refusal continues; and in addition to the penalty, the Chief Justice
sitting
in Chambers may by order compel an immediate inspection of the register
rengister-

44. (43.) Every linritcd bpni ii19 eonTany and [ li'epealed by Ordinance
No. 2 of 1866] every insurance company, and deposit, provident, or benefit
society under this Ordinance, shall, before it coinznences business, and
also
on the first Monday in February and the first Monday in August in every
year during which it carries on bUSIneSS, mike a statement in the form
marked D in the first schedule Hereto, or as near thereto as circumstances
will admit, and a copy of such statement shall be put up in a conspicuous
place iu the registered office of the company, and in every branch office
or place where the, business of the company is carried on, and if default
is made in compliance with the provisions of this section the company
-shall be liable to a penalty not exceeding fifty dollars for every day
during
which such default continues, and every director and manager of the
company who shall knowingly and 'wilfully authorize or permit such
-default shall incur the like penalty.

Every member and every creditor of any company mentioned in this
section shall be entitled to a copy of the above-mentioned statement on
payment of a sum not exceeding fifty cents.

Cort:dii

etlt7l~p, i11)
~)11u~S11
statement
entered in

45. (-14. ) Every company under this Ordinance, and not baving a T,i,;t
of-.

. 0 director:~ to be

Capital divided into shares, shall keep at its registered office a reg e
se

, C, Pst r , nt to
containing the names and addresses and occupations of its directors or
Iceg'str'`

managers, and shall sand to the Registrar a copy of such register, and
shall from time to time notify to the Registrar any change that takes
place in such directors or managers.

46. (15. ) If any company under this Ordinance, and not having a
capital divided into shares, znakes default in keeping a register of its
such register to the
Pegistrar
in compliance with the foregoing rules, or in notifying to the Registrar

Penalty on
<:ompan* y not
>;eepi~)g
register <if
a;reeter;'i.
UItDI1'A1i CE No> 1 of I865.

Companies, .~c. (Part III. Management, 4c.)

any change that takes place in such directors or managers, such delinquent
company shall incur a penalty not exceeding fifty dollars for every day
during which such default continues, and every director and manager of
the company who shall knowingly and wilfully authorize or permit such
default shall incur the like penalty.

rroxnasov. 4?. (4G. ) A promissory note or bill of exchange shall be
deemed to-
riotes'alia bills
of oYaliango. have been made, accepted, or endorsed on behalf of any
company under
this Ordinance, if made, accepted, or endorsed in the name of the company
by any person acting under the authority of the company, or 'if made,
accepted, or endorsed by, or on behalf, or on account of, the company, by
any person acting under the authority of the company.

Prohibition
against
carrying nn
Lusixteas with
leis than
HOVen
membets.

48. (47.) If any company under this Ordinance carries on business
when the number of its members is less than seven for a period of six
months after the number has been so reduced, every person who is a
member of such company during the tulle that it so carries on business
after such period of six months, and is cognizant of the fact that it is
so
carrying on business with fewer than seven members, shall be severally
liable for the payment of the whole debts of the eompany contracted
during such time, and may be sued for the same, without the joinder in
the action or suit of any other member.

Provisions for Protection of Members.

c~enEn1t ¢9, ( 48. ) A general meeting of every company under this
Ordinance
nieEting of
Company. shall be held once at the least in every year.

Power to

titter regula-
tions by

=.9
011.

60. (49. ) Subject to the provisions o£ this Ordinance, and to the con-

ditions contained in the memorandum of association, any company formed
under this Ordinance may, in general meeting, from time to time, by
passing
a special resolution in manner hereinafter mentioned, alter all or any of
the
regulations of the company contained in the articles of association or in
the table marked A in the fast schedule, where such table is applicable
to the company, or make new regulations to the exclusion of or in addition
to all or any of the regulations. of the company; and any regulations so
made by special resolution shall be deemed to be regulations of tire com-
pany of the same validity as if they had been originally contained in the
articles of association, and shall be subject in like manner to be
altered or-
>rrodi.fied by any subsequent special resolution.
ORDINANCE \o. 1 of 1865.

Companies, 4c. (Part III. Management, 6,c.)

61. (50.) A resolution passed by a company under this Ordinance
shall be deemed to be special whenever a resolution has been passed by a
majority of not less than three-fourths of such members of the company
for the time being entitled, according to the regulations of the company,
to vote as may be present, in person or by proxy (in cases where by the
regulations of the company proxies are allowed), at any general meeting
-of which notice specifying the intention to propose such resolution has
been duly given, and such resolution has been confirmed by a majority
of such members for the tine being entitled, according to the reulations
of the company, to vote as may be present, in person or by proxy, at a
subsequent. general meeting, of which notice has been duly given, and
held at an interval of not less than fourteen days, nor more than one
month froin the date of the meeting at which such resolution was first
passed: At any meeting mentioned in. this section, unless a poll is
demanded by at least five members, a declaration of the chairman that
the resolution has been carried shall ba deemed conclusive evidence of the
fact, without proof of the number or proportion of the votes recorded in
favour of or against the same : Notice of any meeting shall, for the
purposes
of this section, be deemed to be duly given and the meeting to be duly
held, whenever such notice is given and meeting held in manner pre-
scribed by the regulations of the company: In computing the majority
under this section, when a poll is demanded, reference shall be had to
'the
number of votes to which each member is entitled by the regulations of
the company.

52. (51.) In default of any regulations as to voting every member
shall have one vote, and in default of any regulations as to summoning
general meetings a meeting .shall be held to be duly summoned of which
seven days notice in writing has been served on every member in manner
in which notices are required to be served by the table marked A in the
first schedule hereto, and in default of any regulations as to the persons
to summon meetings five members shall be competent to summon the
same, and in default of any regulations as to who is to be chairman of
such meeting, it shall be competent for any person elected by the members
present to preside.

Provision
where no
regnlationF
as to meet-
ings.

53. (52.) A copy of any special .resolution that is passed by any
itegisiry of
company under this Ordinance shall be printed and forwarded to the
speciresolualtions.
Registrar, and be recorded by him : If such copy is not so forwarded

605

Definition of
of special
resolution.
urDINwc>; No. 1 0F 1865.

Companies, 4c. (Part III. Management, c~c.)

,within fifteen days from the date of the confirmation of the resolution,
.the company shall incur a penalty not exceeding twenty-five dollars for
every day after the expiration of such fifteen days during which such
copy is omitted to be forwarded, and every director and manager of the
company who shall knowingly and wilfully authorise or pern nit such
default shall incur i;he like penalty.
64. (53.) Where articles of association have been registered, a copy
of every special resolution for.the tune being in force shall be annexed'
to or embodied in every copy of the articles of association that tray be
issued after the passing of such resolution: Where no articles of
RssOClnttoIl
have been renistered, a copy of any special resolution shall be forwarded
in print to any member requesting the same on payment of one dollar, or
such less sum as the company may direct : And if any company makes
default is complying with the provisions of this section: it shall incur
a.
penalty not exceeding twenty-five dollars for each copy in respect of
which such default is made; and every director and manager of tluc
company who shall knowingly and wilfully authorize or permit such
default shall incur the like penalty.

l~;r< c:ntGon of ~~1. (54. ) Any company under this Ordinance may, by
instrument

rzeea>; abroad. in writing under its common seal, empower arty person,
either generally
or in respect of any specified matters, as its attorney, to execute deeds
on
its behalf in any place not situate in this Colony; and every deed signed
by such attorney, on behalf o£ the company, and under his seal, shall be
binding on the company, and have the same effect as if it were Linder the
common seal of the company.

of affairs of
company ,by
Inepectorn.

56, (55. ) His Excellency the Governor may appoint one or more
competent inspectors to examine into the affairs of any company under
this Ordinance, and to report thereon, .in such manner as His Excellency
may direct, upon the applications following; (that is to say,)

(1.) In the case of a banking company that has a capital divided into
shares
upon the application of members holding not less than cue third
part of the whole shares of the company for the time being issued

[Repealed by Ordinance .~1'ITO. 2 of 1866.

(2.) (1.) In the case of any other [Repealed by Ordinance Arc. 2
of 1866 company that has a capital divided into shares,

upon the application of members holding not less than
one fifth part of the whole shares of the company for the
time being issued:
ORDINANCE No. 1 of 1865.

Comprsnics, 8fc. (Part III. Management, BIc)

(3.) (2.) In the case of any company not having a capital
divided into shares, upon the application of members
being; in number not less than one fifth of the whole
number of persons for tho time being entered on the
. reriister of the company as members. '

57. (,5t>.) The application shall be supported by such evidence as
His Excellency the Governor tnay require for the purpose of showing
that the applicants have good reason for requiring such investi?ation to
be made, and that they are not actuated by malicious motives in
instituting the same; Ills Excellency the Governor tnay also require the
applicants to give security for payment of the costs of the inquiry
before,
appointing any inspector or inspectors.

5$, (57. 1 It shall be the duty of all officers and agents of the
company to produce for the examination of the inspectors all books and
documents in their custody or power: Any inspector may examine upon
oath the officers and auents of the company in relation to its business;
and may administer such oath accordingly : If any officer or anent refuses
to produce any book or document hereby directed to be produced, or to
answer any question relating to the affairs of the company, he shall
incur:
a penalty not exceeding fifty dollars in respect of each offence.

59. (58.) Upon the conclusion of the examination the inspectors
shall report their opinion to His Excellency the Governor: Such report
shall be written or printed, as His Excellency directs: A copy shall be,
forwarded by the Colonial Secretary to the registered office of the
company,
and a further copy shall, at the request of the members upon whose
application the inspection was made, be delivered to them or to any one.
or more of there : All expenses of and incidental to any such examination
as aforesaid shall be defrayed by the rnembers upon whose application
the inspectors were appointed, unless His Excellency shall direct the
same to be paid out of the assets of the company, which he is hereby
authorized to do.

66, (59.) Any company under this Ordinance may by special
resolution appoint-inspectors for the purpose of examining into
the.affairs
of the company: The inspectors so appointed shall have the same powers
and perform. the same duties as inspectors appointed by His Excellency
the Governor, -with this exception, that, instead of making their report
to
Ilis. Excellency tho-Governor, they shall make.the sarne in such manner

np ptaat;ot
for 3nepecticitn-
to be -P-

t'd

h..

evidcnoe.

7.napect im4
of books.

examinatiou
how d-m.lt
with. -

Power of
company to
appoint
inspcetoi:4.
OPDINA\CE No. 1 of 1865.

Companies; 4c. (Part III. Management, 4c.)

and to such persons as the company in general meeting directs; and the
officers and agents of the company shall incur the same penalties, in case
of any refusal to produce any book or document hereby required to be
produced to such inspectors, or to answer any question, as they would
have incurred if such inspector had been appointed by His Excellency
the Governor.

81. (60.) A copy of the report of any inspectors appointed under
this Ordinance, authenticated by the seal of the company into whose
affairs they have made inspection, shall be admissible in any legal

Report of
inspectors to
be evidence. .

proceeding, as evidence of the opinion of the inspectors in relation to
any
matter contained in such report.

Notices.

Service of 62. (61.) Any summons, notice, order, or other document required
notices to be served upon the company may be served by leaving the same, or
sending it through the post in a prepaid letter addressed to the company,
at their registered office.

Rules as to g$. ( 62.) Any document to be served by post on the company
notices by ie~t shall be posted in such time as to admit of its being
delivered in the due
course of delivery within the period (if any) prescribed for the service
thereof; and in proving service of such document it shall be sufficient to
prove that such document was properly directed, and that it was put as
a prepaid letter into the Post Office in such due time as aforesaid.

Authenti-
cation of
notices o£
company.

64. ( 63.) Any summons, notice, order, or proceeding requiring
authentication by the company, may be signed by any director, secretary,
or other authorized officer of the company, and need not be under the
common seal of the company, and the same may be in writing or in
print, or partly in writing and partly in print.

Legal Proceedings.

Recovery of 65. (64.) All offences under this Ordinance made punishable by
penalties, any penalty shall be prosecuted summarily by and shall be sued
for and
recovered under Ordinance No. 10 of 1844.

Application 66. (65.) The Police Magistrate imposing any penalty under this
o£ penalties, Ordinance may direct the whole or any part thereof to be
applied in or
towards payment of the costs of the proceedings, or in or towards the
rewarding the person upon whose information or at whose suit such
ORDINANCE No. 1 of 186

Companies, 4-c. (Part Ill. Management, 4-c.)

penalty has been recovered ; and, subject to such direction, all penalties
shall be paid over to the Colonial Treasurer, and shall be carried by him
to the account of the funds of this Colony.

67. (66.) Every company under this Ordinance shall cause minutes
of all resolutions and proceedings of general meetings of the company,
and of the directors or managers of the company in cases where there are
.directors or managers, to be duly entered in books to be from time to
time provided for the purpose; and any such minute as aforesaid, if
purporting to be signed by the chairman of the meeting at which such
resolutions were passed or proceedings had, or by the chairman of the
next succeeding meeting, shall be received as evidence in all legal
proceedings; and until the contrary is proved, every general meeting of
the company or meeting of directors or managers in respect of the
proceedings of which minutes have been so made shall be deemed to have
been duly held and convened, and all resolutions passed thereat or
proceedings had, to have been duly passed and had, and all appointments
of directors, managers, or liquidators shall be deemed to be valid, and
all
acts done by such directors, managers, or liquidators shall be valid,
notwithstanding any defect that may afterwards be discovered in their
.appointments or qualifications. .

68. (67.) Where a limited company is plaintiff in any action, suit,'
-or other legal proceeding, the Chief Justice of the Supreme Court may,
if it appears by any credible testimony that there is reason to believe
that if the defendant be successful in his defence the assets of the
company
will be insufficient to pay his costs, require sufficient security to be
given
for such costs, and may stay all proceedings until such security is given.

69. (68.) In any action or, suit brought by the company against
any member to recover any call or other monies due from such member
in his character of member, it shall not be necessary to set forth the
-special matter, but it shall be sufficient to allege that the defendant
is a
member of the company, and is indebted to the company, in respect of a
call made or other monies due whereby-an action or suit bath accrued to
the company.

Alteration of Forms.

70. (69.) The forms set forth in the second schedule hereto, or The
Governor

may altos
forms as near thereto as circumstances admit, shall be used in all
matters forms in

-to.;which such forms refer.; His Excellency the Governor may from time
~eheaule:

Ev;dence of
proceedings

at meetings.

Provision as,
to posts in
actions
brought by
certain
limited
companies.

Declaration
in action
against
members.
PowaG nor
uunpanies to
refer matters
to arbitrafloo.

Merilatrig or
con t ribubol y-

ORDINANCE No. 1 0F 18G5:

Companies, ye. (Part Ill Winding-up.)

to time make such alterations in the tables and forms contained in the,
fiat schedule hereto, and in the forms in the second schedule, or male
such additions to the; last-mentioned forms, as he deems requisite ; Any
such table or form, when altered, shall be published in the Hongkong
Government Gazette, and upon such publication being made such table,
or form shall hate the same force as if it were included in the schedule
to this Ordinance, but no alteration made by His Excellency the Gov-~
ernor in the table marked A cont.ned in the first schedule shall affect
any company registered prior to the date of such alteration, or repeal, as
respects such company, any portion of such table.

Arbitrations.
~1. (70.) Any company under this Ordinance may from time to
time, by writing under its common seal, agree to refer and may refer tp
arbitration, in accordance with the provisions of ' The Railway Companies
Axbitratiorr Act, 1859,' (Imperial) any existing or future difference,
question, or other matter whatsoever in dispute between itself and any
other company or person, and the companies parties to the arbitration
may delegate to the person or persons to whom the reference is made,
power to settle any terms or to determine any matter capable of being
lawfully settled or determined by the companies themselves, or by tit
~.
directors or other managing body of such companies. For the purposes
of the application of the said Act to this Ordinance the words 'Board o
'.trade' therein occurring shall be read as meaning His Excellency the
Governor and the words 'Any o£ Her Majesty's Superior Courts of Record
at Westminster or as the case may be at Dublin' shall be read as mean-
ing the Supreme Court.
72, ( 71. ) All the provisions of 'The Railway Companies Arbi tar:
tion Act, 189,' (Imperial) shall be deemed to apply to arbitrations,
between companies and persons in pursuance of this Ordinance; and iry
the construction of such provisions 'the Companies' shall be deemed to
include companies authorized by this Ordinance to refer disputes to aavbi--

tration.

PART V. ( IV . )

MINDING-UP OF COMPANIES AND ASSOCIATIONS UNDER
TIII5 ORDINANCE.
Prelinainary.

73. ( i 1: ) The terra ' Contributory' shall mean every person liable
to contribute to the assets of a. company under this Ordinance, in the
Oh.D1NANCE 1 OF 186.5.

Companies, 5.c. (Part IT': il`zncli,ng-up.)

.event of the same being wound up.: _It shall also, in all proceedings for
Aeterminin~ the persons who are to be deemed contributories, and in all
lzroceedin0(;s prior to the final determination of such parsons, include
any
person alleged to be a contributory.
74. ( r 3. ) '1 he liability of any person to contribute to the assets of
a company under this Ordinance in the event of the same beinn wound-
up, shall be deemed to create a debt of the nature of a specialty debt
accruino, due from such person at the ~rrre when his liability commenced.,
but payable at the tinge or respective times when calls : re made as here-
inafter mentioned for enforcing such liability; and it shall be lawful in
the
case of tire bankruptcy of any contributory to prove anainst his estate
the:
estimated value of his liability to future calls, as well as calls
already made.

75. (74.) 1f any contributory dies either before or after he has been
placed on the list of contributories hereinafter mentioned, his personal.
representatives, heirs, and devisees shall be liable in a due course of
administration to contribute to the assets of the company in discharge of
the liability of such deceased contributory, and such personal representa-
tives, heirs, and devisees shall be deemed to be contributories
accordingly.

Nature of
liability of
<.ontr(bntoy.

coarraba
t0!'IeR '111 C
of death.

'l6. (75.) if any contributory becomes bankrupt, either before or-
c;olttajba
Lifter he has been placed on the list of contributories, his assignees
shall ocrbes

ta~`
be deemed to _represent such barilerupt for all the purposes of the,
wincl-
ing-up, and shall be deemed to be contributories accordingly, and may be
.called upon to admit to proof against the estate of such bankrupt, or
otherwise to allow to be paid out of his assets in due course of law, any
monies due from such bankrupt in respect of his liability to contribute to
.the assets of the company being round up.

77. (76.) 1f any female contributory marries, either before or after
conttir,a-
tories in c. ,e
she has been placed on the list of contributories, her husband shall
during or n,aar13gG.
the continuance of the marriage be liable to contribute to the assets of
the
company the same sum as she would have been liable to contribute if sloe
bad not married, and he shall be deemed to be a contributory accordingly.

Windbzg-up by Court.

78: ( i 7. ) A company under dais Ordinance may be wound up by
the Supreme Court exercising jurisdiction in Equity under the followiry
-circumstances; ( that is to say')

(1.) Whenever the company hrzs passed a special resolution
requiring the company to be wound up by the Court

ces under
which com-
pany in'-.Im
wound y> My
ORDINANCE No. 1 of 186.

Companies, 4e. (Part IF Winding-up.)

(2.j Whenever the coin panv does not commence its business
within a year from its incorporation, or suspends its
business for the space of a whole year

(3. j Whenever the members are reduced in number to less than

seven

(4. ) Whenever the company is unable to pay its debts

(5.) Whenever the Court is of opinion that it is just and
equitable that the company should be wound up.

Couy>any 'l9. ( r 8. ) A company under this Ordinance shall be deemed to be
when deemed
nuahle to pay unable t0 paY its debts
it., debts.

Whenever a creditor, by assignment or otherwise, to whom
the company is indebted, at Law or in Equity, in a sum
exceeding two hundred dollars then due, has served on
the company, by leaving the same at their registered
office, a demand under his hand requiring the company
R
to pay the sum so due, and the company has for the
space of three weeks succeeding the service of such
demand, neglected to pay such sum, or to secure or
compound for the same to the reasonable satisfaction of
the creditor

( Z.) Whenever execution or other process issued on a judgment,
decree, or order obtained in any Court in favour of any
creditor, at Law or in Equity, in any proceeding instituted
by such creditor against the company, is returned
unsatisfied in whole or in part

Whenever it is proved to the satisfaction of the Court that
the company is unable to pay its debts.

Application $0. (79.) Any application to the Court for the winding-up of as
for `°`nd'`g'

np t.t ~ ~ be made company under this Ordinance shall be by petition; it
may be presented

''y z''t't''`~ by the company, or by any one or more creditor or
creditors, contributory
or contributories of the company, or by all or any of the above parties,
together or separately; and every order which may be made on any such
petition shall overate in .favour of all the creditors and all the
contribu-
tt~ries of the comlomy in the same manner as if it had been made upon
the joint petition of a creditor and a contributory.
ORDINANCE 'No. 1 of 1865.

Companies, 4-c. (Part IV FI'inding-up.)

81. ( 80. ) The Chief Justice may do in Chambers anal act which the rower
of
Court is hereby authorized to do. Court.

$2, (81. ) A windinty-up of a company by the Court shall be deemed
to commence at tltu tune of the presentation of the petition for the wind-

ing-Up.

83. 02.) The Court may, at any time after the prcsenta;ion of a
petition fur `-vinrlitl(,-up a company ruder this Ordinance, and befi)re
:Clalv111a an order for winding-up the eolmpaay, upon the application
crEtlle
<:omluny, or of any creditor or contributory of the company, restrain
further proceedings in any action, quit, or proceeding try tinst the
co'upany,
upon R11C11 terms as the Court tllll'11aS fit; t110 UOL11't may 11SO It
I'My 6110
after the presentation of such petition, and bufure the first
apl,ointulent of
liquidators appoint provisionally an Official LiqlAidator of the estate
and
effects (it, the compally.

Gomtneneo-
ment of win<r-
inn-up by
Court.

court nay
grant inftmr-
2i01,.

84. ( 83.1 Upon llezring the petition the (,court may dismiss the Course
to 1,e
Pursued by

same With, or without costs, may adjourn the hearing conditionally or
cr,aTtonn~ar-
niiconditionally, and may make any intcrinl order, or any other order
in~ t'°titsar~.

that it d ells just.

$5. (84.) When an order has been Made for windinb-.up a compare;

Actioets and

under this Ordinance no suit, action or other proceeding shall be
proceeded suits to be,
with or commenced against the company except with the leave o£ th order
for

e xZndina-up.

Court, and subject to such terms us the Court may impose.

8$. ( 85.) Wheu an order- has been made for winding-up a company copy of
order

to be for-
Warded to
Registrar.

under this Ordinance, a copy of such order shall forthwith be forwarded
1)y the company to the Registrar, who shall lnal:e a minute t-hereof in
leis
boola relating to the company.

$7. ( 86. ) The Count tnay at any time after an order has been mane
for- winding-up a company, upon the application by motion of any creditor
or contributory of the company, and upon proof to the satisfaction of the
'Court that all proceedings in relation to such vvinding-up ought to be
stayed; make an order staying the same, either altogether or fur a limited
time, on such terms and subject to such conditions as it deems. fit. . ;

$8. ( 87. ) When an order has been made for winding-up a company
limited 1>y gaarailtee and having a capiW divided into shires, any share
capital that elegy not have been called up shall be deemed to be assets of
rhr cumpaliy, and to~be a debt of the nature of a specialty ,due to the
corn-

Yower of -
Court to stay.
proceedings,

Effect of
order on share.
eapitlal of`
company..
li'tniterl by -.
guarantee.
ORDINANCE No. 1 of 1865.

Companies, 8fc., (Part IV Winding-up.)

parry from each member to the extent of any sums that may be unpaid
on any shares held by him, and payable at such time as may be appointed
by the Court.

Court -may . - 89. (88.) The Court may as to all matters relating to the
winding-
towi~n~o up, have regard to the wishes of the creditors or contributories,
as proved
creditors or
eoutribu- to it by any sufficient evidence> and may> if it thinks it
expedient> direct
t°`''es' meetings of the creditors or contributories to be summoned, held,
and

conducted in such manner as the Court directs, for the purpose of
ascertaining their wishes, and may appoint a person to act as chairman of
any such meeting, and to report the result of such meeting to the Court:
In the case of creditors, regard is to be had to the value of the debts
due,
to each creditor, and in the case of contributories to the number of votes
conferred on each contributory by the regulations of the company.

Official Liquidators.

A ~pointment 90. ( 89. ) For the purpose of conducting the proceedings in
winding-
L0 Official
Official up a company, anal assisting the Court therein, there may be
appointed a
person or persons to be called an Official Liquidator or Official
Liquidators.;
and the Court may appoint such person or persons, either provisionally
or otherwise as it thinks fit, to the office of ( tflicial Liquidator or
Official
Liquidators; in all, cases if more persons than one are, appointed to the
office of Official Liquidator, the Court shall declare whether any act
hereby required or authorized to be done by the Official Liquidator is to
be done by all or any one or more of such persons. The Court may also
determine whether any and what security is to be given by any Official
Liquidator on his appointment; if no Official Liquidator is appointed, or
during any vacancy in such appointment, all the property of the company
shall be deemed to be in the custody of the Court.

'Resignations,
removals,
filling up
vacancies,
and compen-
sation.

91. ( 90. ) Any Official Liquidator may resign or be removed by the
Court on due cause shown: And any vacancy in the office of an Official
Liquidator appointed by the Court shall be filled by the Court: There
shall
be paid to the Official.Liquidator such salary or remuneration, by way of
percentage or otherwise, as the Court may direct; and if more liquidators
than one are appointed such remuneration shall be distributed amongst
them in such proportions as the Court directs.

Style and 92. ( 91.) The Official Liquidator or Liquidators shall be
described by
duties of

Official?.iqui- the style of the Official Liquidator or Official
Liquidators of the particular

actor. company in respect of which he is or they are appointed, and not by
his
ORDINANCE No. 1 of 1865:

Companies, 6-c. (Part 17. Winding-up.)

or their individual name or names ; he or they shall take into his or
their
custody, or under his or their control, all the property, effects, and
thins
in action to which the company is or appears to be entitled, and shall
perform such duties in reference to the winding-up of the company as may
be imposed by the Court.

93. (9?.) 'rhe Official Liquidator shall have power, with the sanction
',owev; of
official L«qtii-
of the Court, to do the followino, things: <iator.

To bring or defend any action, suit, or other legal proceeding, in the
narne and on behalf of the company:

To carry on the business of the company, so far as may be necessary
for the beneficial winding-up of the same

To sell the real and personal property, effects and thins in action of
the company by public auction or private contract, with power
to transfer the -whole thereof to any person or company, or to
sell the same in parcels:

To do all acts and to execute, in the name and on behalf of the com-
pany, all deeds, receipts, and other documents, and for that
purpose to use, when necessary, the company's seal:

To prove, rank, claim, and draw a dividend, in the matter of the
bankruptcy of any contributory, for any balance against the
estate of such contributory, and to take and receive dividends.
in respect of such balance, in the matter of bankruptcy, as a
separate debt due from such bankrupt, and rateably with the
other separate creditors:

To draw, accept, make, and endorse any bill of exchange or promis-
sory note in the name and on behalf of the company, also to
raise upon the security of the assets of the company from time
to time any requisite sum or sums of money; and the drawing,
accepting,. making, or endorsing of every such bill of exchange
or promissory note as aforesaid on behalf of the company shall
have the same effect with respect to the liability of such company
as if such bill or note had been drawn, accepted, made, or
endorsed by or on behalf of such company in the course of
carrying on the business thereof

705

To take out, if necessary, in his official name, letters of administration
to any deceased contributory, and to do in his official name any
Discretion of
Official Lic;ui-
oar,or.

ORDINANCE Nh 1 of 1865.

Companies, 4c.:(I'rcrtlfr Winding-up.)

other act-that may be necessary. for obtaining payment <>f any
monies due from a contributory or from 11is estate, anal which
act cannot be convenien;ly Clone in the name of the cornpany~
and in all cases where be takes out fetters of idministrati(qi. or
otherwise uses his official name for obtainin7 laymeat of any

T
movies due from, a contributory, such movies shall for the
purpose of enabling him to tape out snick letters or recover such
movies, be deemed to be clue to the Official Liquidator himself:
To do and execute all such other things as may be necessary foe
winding-up the affairs of the company and distributing its assets,.
94. (93.) The Court may provide by any order that the Official
Liquidator may e~aercise any of the above powers without the sanction or
intervention of the Court, and where an Official Liquidator is
provisionally
appointed may limit and restrict his powers by the order appointing him.

Appointment 96. ( 94. ) The Official Liquidator may, with the sanction of
the Count,
'Of solicitor to

offioial Ltqui- appoint a solicitor to assist him in the performance of
his duti s.
deter.

'e': .:Collection

_~ ~ at,d. ii:pilioa
lion .of assets.

I'rovW on ,a
to.xepresenta-
tive-contri-
bu'totnes.

Power of
Court to
require deiiv-
ury or

pr0perty,

Ordinary Powers of Court.

fig. (95.) As soon as may be after maki- ~ an cz-der for winding-
up the company, the Court shall settle a list of contributories, with
power
to ~ rectify the register of members in all cases where such
rectification i

required in pursuance of this Ordinance, and shall cause the assets of the
company to be collected, and applied in discharge of its liabilities.

97. (9G.) In settling the list of contributories the Court shall dis-
tinguish between persons who are contriloutories in their own right anti
persons echo are contr'ibutories as hcinn representatives of or beirrg
liable
to~the debts of others; it sliatll not be necessary, where the personal
repre:-
seiztittive of any deceased contributory is placed on the list, to add the
heirs or devisees of sucho contributory, nevertheless such heirs or
devisees
may'bE added as and when theO.'ourt thinks fit.

9$. ( 97.) The Court may, at -any time after making an under for
winding-up a company, require any contributory for the time being settled
an the list of contributories, trustee, receive r, banker, or went, or
oflicur
of the company to pay; deliver, convey, surrender, or transfer forthwith,
or within such time as the Court directs, to or into the hands of the
Official Liquidator, any sum or balance, books, papers, estate, or effects
vliich happen to be in -h'is hands for the ~ time t;einb, and to which the
company is pzima f'acie.erttitkd.
OPDI\t1NCE \o. 1. OF 181;5.

Companies, 4'c. (Part IV. Wndbig-up.)

99. (98.) The Court may, at- any t4ne after making an order for
winding-up the company, rriake an order -:ii any contributory for the
tithe beinn settled on the list of contributories, directing p;rynrent to
be
made, in manner in the said order mentioned, of any monies dttc from
him or froth the estate of the person whom- lie represents to the company,
exclusive of any monies which lie or the estate of the person Nvhom ht?
represents may be liable to contribute by virtue of any call made or to be
made by the Court in pursuance of this part of this Ordinance; and it
may, in makinn such order, when the company is not limited, allow to
such contributory by .Nvay of set-off, any monics due to him or the estate
which he represents frorn the corripany on any independent dealing or
contract with the company, but not ally Monies due to hire rrs a. member
of the company in respect of.any dividend or profit: Provided that when
all the creditors of any company whether limited or unlimited are paid in
fill], any monks due on any account whatever to any contributory from
the company miry be allowed to him by i-vay of set-off against. ariy
'subs( quent call or calls.

100. ( tJ9.) The Court may, at any time after makinan order for
ivindinn-up a company, and either before or after it has ascertained the
sufficiency of the assets of the company, make calls on and order payment
thereof by all or any of the contributories for the tune being settled on:
the list of contributories, to the extent of their liability, for
pajment of
all or any sirens it deans nece.,sary to satisfy the debts and
liabilities of
the company, anti the costs, charnes, and expenses of Winding it up, and
for the adjustment of the rights of tire contributories amongst
themselves,
and it may, in making a call, take into consideration the probability that
some of the contributories upon whom. the same is made may partly or
Wholly fail to pay their respective portions of the same.

101. (1(10.) The Court rnay order any contributory, purchaser, or
other person from whom money is due to the company to pay tire same
into some banking establishment in this Colony to be named by the.
Court or to the account. of the Official Liquidator instead of to the
f)fhcial
Liquidator, and such order may be enforced in the same manner as if it
had directed payment to tire Official Liquidator. -

ro'-cq. of
Court t( or lee
payment or
debts r,Y (Al-
Crib ry-.

Power or
Court. Wortter
p:yneilr hito
b:i.

1022. _(101.) All monies, bills, notes, arid other securities paid and
t;~,:~t:,t:~, «F

auoouit ,rir.lr

delivered into such lank so to be utrmed as aforesaid in the event, (f -a
t~,,~rt.
company being wound up by the Court, shall be subject to such order
ORDINANCE No: 1 of 1865.

Compar4ies, &. (Part IV. Winding-up.)

and regulation for the keeping of the account of such movies and other
effects, and for the payment and delivery in, or investment and payment
and delivery out of the same as the Court may direct.

nr°visc°n in 103. (102. ) If any person made a contributory as personal
repre-

ca5e of repre-
sentative of °, sentative of a deceased contributory makes default in
paying any sum

Contributory
n°t raying ordered to be paid by him, proceedings may be taken for
administering
movies or-
dered. the personal and real estates of such deceased contributory, or
either of
such estates, and of compelling payment thereout of the movies due.
Order conclu- 104. (1U3.) Any order made by the Court in pursuance of this

Bcv° evidence. Ordinance upon any contributory shall be conclusive
evidence that the
movies, if any, thereby appearing to be due or ordered to be paid are
due, and all other pertinent matters stated in such order are to be taken
to be truly stated as against all persons, and in all proceedings what-
soever, with the .exception of proceedings taken against the real estate.
of any deceased contributory, in which case such order shall only be-
primt2 facie evidence for the purpose of charging his real estate, unless
his heirs or devisees were on the list of contributories at the time of
the
order being made.

Court may 105. (104. ) The Court may fix a certain day or certain days on
or
exclude cre-

ditors not within which creditors of the company are to prove their debts
or claims,.
;;; ~~ a;~'th- or to be excluded from the benefit of any distribution
made before such
t'°°' debts are proved.
Court t° ad- 106. (105. ) The Court shall adjust the rights of the
contributories
just rights °f amonUst themselves and distribute any surplus that may
remain amongst
contribu- r,
t°riy the parties entitled thereto.
Court to order 10'I. (106. ) The Court may, in the event of the assets
being insuf-
c°sts. ficient to satisfy the liabilities, make an order as to the payment
out of the
estate of the company of the costs, charges, and expenses incurred in
winding-up any company in such order of priority as the Court thinks-
] ust.
Dissolution of 108. (107. ) When the affairs of the company have been
completely
wound up, the Court shall make an order that the company be dissolved
from the date of such order, and the company shall be dissolved accord-
lnaly.
ORDINANCE No. 1 of 1865.

Conzpanics, *c. (Part IV: Winding-up.)

109. (108. ) Any order so made shall 'be reported by the Official
Registrar to
Liquidator to the Registrar who shall make a minute accordingly ,in his
make minute

of dissolution
books of the dissolution of such company. of cd,np;rny.

110. (109. ) If the Official Liquidator makes default in reporting
to the Registrar, in the case of a company being wound up by the Court,
the order that the company be dissolved, he shall be liable to a penalty
not exceeding fifty dollars for every day during which he is so in
default.

111. (110.), Any petition for winding-up a company by the Court
under this Ordinance shall constitute a Lis pendens within the terms of
Ordinance No. 10 of 1856, provided that the memorial be signed by the
petitioners and contained their names and additions and the name of the
company whose estate is intended to be aff=ected thereby and the day
when the said petition was filed, and the sum of money, if any, in con-
troversy and so that the said memorial be verified in other respects as by
Ordinance No. 3 of 1844 is in the case of judgments provided.

extraordinary Powers of Court.

112. (111. ) The Court may, after it has made an order for wind-
ing-up the company, summon before it any officer of the company or
person known or suspected to have in his possession any of the estate or
effects of the company, or supposed to be indebted to the company, or
any person whom the Court, may deem capable of giving information
concerning the trade, dealings, estate, or effects of the company; and
the Court may require any such officer or person to produce any books,
papers, deeds, writings, or other documents in his custody or power
relating to the company ; and if any person so summoned, after' being
tendered a reasonable sum for his expenses refuses to come before the
Court at the tune appointed, having no lawful impediment (made known
to the Court at the time of its sitting, and allowed by it), the Court may
-cause such person to be apprehended, and brought before the Court for
examination; nevertheless, in cases where any person claims any lien on
papers, deeds, or writings or documents produced by him, such produc-
tion shall be without prejudice to such lien-;= .and the Court shall have
. jurisdiction in the winding-up to determine all questions relating to
such lien.

Penalty 071
not reporting
difisoiution of,
comiilnt.

Petition to be

Power of
court -to m#-°
mon peracins-.
before it
suspected of
having pro-
perty of com-
i,auy.

113. (112.) The Court may examine upon oath, either by word rgan,;oa

of parties by
~oF mouth or upon written, interrogatories, any person appearing or Court.
ORDINANCE . No. 1 of 1865.

Companies, Sf'c. (Part 1-V. Winding-up.)

Power to
it fl',',Ht CUtIt L'1

v.)Ifl(7t'9 about

to iVtISCUII<l, or
to rcrnova or
<xnlca~l ;s n v of
his propel., Y,

Powers of,
t ',u,', altl1to-
r i vl'.

brought before them in manner aforesaid concerning the affuirs,.dealinas,
estate, or effects of the company, and rna,y reduce into writin0 r the
answers of every such person, and require him to subscribe the same.

114. (113.) 'flue Court may, at an, time bfore or after it has,
made an order for winding-up a company, `upon proof being liven that
there is probable cause for believing that any contributory to such crom-
pany is about to quit this Colony, or otherwise abscond, or to remove or
conceal any of his goods or chattels, for the purpose of evading payment
o£ calls, or for acc,idinri examination in respect of the affairs of, the
com-
pany, cause such contributory to be arrested, gull his books, papers,
movies, securities for movies, ;;gods, and chattels to be seized, and him
and them to be safely kept; until such time as the Court may order.

115. (1I4.) Any powers by this Ordinance conferred on the Court
shall be deemed to be in addition to and not in restriction of any
powers powers subsistingother either at Law or in Equity, of institrrtinr
proceedings
against any contributory, or the estate ofany contributory, or a0gainst
any debtor of the company for the recovery of any call or other,suzns
due from such contributory or debtor, or his estate, and such proceedings-
may be instituted accordingly.

Enforcement of and Appeal, fi°ona Orders.

_ 116. (115. ) All orders made by the Court under this Ordinance
may bo enforced in the same manner in which orderss.of the said supreme
Lours in its Equity Jurisdiction made in any suit. pending therein may
be enforced.

AlWavars,
dt;;la ntti on s,
Zz<;., before
wlnon to be
sworit to be

11'x. (11 G. ) No affidavit, .declaration or affirmation shall be used
in any matter or proceeding under this Ordinance unless the same shaell
Lave been sworn or made in manner following, that is to say:-

In l . ) In this Colony before the Court or before any officer-
a.ppointed by the Court for that purpose, or before a
>Vlagist;ri4'..

(2.) In any Colony, Island, Plantation or place under the
Dominion of Her Majesty, before any Court, Judge of
person lawfully authorized to take and receive afritlavits,
declarations or aflirmatioiis. - -
ORDINANCE No. 1 of 1860.

Companies, yc. (Part IV banding-up.)

(3.) In any Foreign Parts out of Her Majesty's Dominions
before a Judge or Magistrate, his signature being
authenticated by the official seal of the Court to which
he is attached, or by a public notary, or before a British
112inister, Consul or Vice-Consul.

Voluntary Kndinq-?tp of Company.
118. (11 i . ) A company under this Ordinance may be wound up
voluntarily,
(1.) Whenever the period, if any; fixed for the duration of the,
company by the articles of association expires, or
whenever tire event, if any, occurs, upon the occurrence
of which it is provided by the articles of association that
the company is to be dissolved, and the company in

general meeting has passed a resolution requiring the

a

company to be wound up voluntarily

(2.) Whenever the company has passed a special resolution
requiring the company to be wound up voluntarily

Whenever the company has passed an extraordinary
resolution to the effect that it has been proved to their
satisfaction that the company cannot by reason of, its
liabilities continue its business, and that it is advisable
to wind up the same

for the purposes of this Ordinance any resolution shall be deemed to be
extraordinary which is passed in such manner as would, if it had been
confirmed by a subsequent meeting, have constituted a special resolution,
as hereinbefore defined.

119. (11s.) A voluntary winding-up shall be deemed to commence
at the time of the passing of the resolution authorizing such winding-up.

120. (119.) Whenever a company is wound up voluntarily the
company shall, from the date of the commencement of such winding-up,
cease to carry on its business, except in so tar as may be; required for
the
beneficial winding-up thereof, and all transfers. of shares except
transfers
made'to .or with the sanction of the liquidators, or alteration in the
status
of the members of the company taking place after the commencement of
such winding-up, shall be void, but its corporate state and all its
corporate
powers shall, notwithstanding it is otherwise provided by its regulations,
continue until the affairs of the company are, wound up.

circum-
stances under
which
company may
be wound up
vornntauly.

Commen-
cement of -
-voluntary
winding-up.

Effect of
voluntary
winding-up
on statue of
company.
ORDINANCE' No., I op 1865.

Companies, ~c. (Part IV. Winding-up).

Notice of 121. (120.) Notice of any special resolution or extraordinary
toresolution uP resoluton passed for winding a company voluntarily shall.
be given by
voluntarily-, advertisement in the Hon<,kong Government Gazette.

Consequence 12`x. (121. ) The following consequence's shall ensue upon the
of voluntary
wrn(ttng.up. 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, shall,
unless it be otherwise provided by the regulations of the
company, be distributed amongst the members according
to their rights and interest in the_ company

(2.) Liquidators shall be appointed for the purpose of winding-
up the affairs of the company and distributing the
property
(.3.) The company in general meeting shall appoint such
persons or person as it thinks fit to be liquidators or a
liquidator, and may fix the remuneration to be paid to
them or him
(4.) If one person only is appointed, all the provisions herein
contained in reference to several liquidators shall apply
to him

Upon the appointment of the liquidators all the power o£
the directoj~s shall cease, except in so far as the company
in general meeting or the liquidators may sanction the
cpntinuance of such powers

( 6.) When several liquidators are appointed, every power hereby
given may be exercised by such one or more of them,
as may be determined a.t,the time of their appointment,
or in default of such determination by any number not
less than two
(7.) The liquidators may, without the sanction of the Court,-
exercise all powers by this Ordinance given to the

Official Liquidator:

( 8. ) The liquidators may exercise the powers hereinbefore
given to the Court of settling the list of contributories
of the company, and any list so settled shall be . prim%c
facie evidence of the liability of tire persons named
therein to be eomtributories
ORDINANCE -No. 1 orI865:

Companies, ?fc. (Part Iyr Winding-up.)

(9.) The liquidators may at any tune after the passing of the
resolution for winding-up the company, and before they
have ascertained the sufficiency of the assets o£ the
cornpanyrcall on all or any of the contributories for the
time being settled on tire list of contributories to the
extent of their liability to pay all or any surrrs they deem
necessary to satisfy the debts and liabilities of the
connpany, arc! the costs, charges, and expenses o£
winding it up, and for the aclj ustment of the rights of the
contributories anaoogst themselves, and the lijuidators
may in making a call take into consideration the proba-
bility that some of the contributories upon whom the
same is made may partly or wholly fail to pay their
respective portions of the same

(10. ) The liquidators shall pray the debts of the company, and
adjust tire rights of the contributories amongst them-
selves.

123. (l22.) Where a company limited by guarantee, and having
a capital divided into shares, is being wound-up voluntarily=, any share
capital that may not have been called up shall be .deerned to be assets of
the company, and to be a specialty debt due from each member to the
company to the extent of any sums that may be unpaid on any shares
held by him, . and payable at such time as -,frray bev appointed by the,
liquidators.

124. (123. ) A company about to be wound up voluntarily, or in the
course of being wound up voluntarily, may, by an extraordinary resolution,
delegate to its creditors, or to any committee of its creditors, the power
of appointing liquidators or any of them, and supplying any vacancies in
the appointment of liquidators, or may by a like resolution 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; and any
act done by the creditors, in pursuance of such delegated power, shall
lave the same, effect as if it (gad been done.by the company.

125, (124.) Any arrangement entered into between a company about
to be wound rap voluntarily, or in tire course of being wound up
voluntarily,
and its creditors, shall be binding on the company if .sanctioned by an
extraordinary resolution; and on the creditors if acceded to by three

Effect of
winding-up
on share
capital o£
company
limited by .
guarantee.

Power of
company to
delegate
authority to
appoint
liquidators.

Arrangement
when binding
on creditors.
ORDINANCE 'No. 1- oir 1995.

Companies, Sjc. (Part IV. Winding-up.)

Power of
creditor or
contributory
to appeal.

fourths in number and value of the creditors, subject to such right of
appeal as is hereinafter mentioned.

126. (1.25.) Any creditor or contributory of a company that has
in manner aforesaid entered into any arrangement with its creditors may,
within three weeks from the date of the completion of such arrangement,
appeal to the Court against such arrangement, and the Court may
thereupon, as it thinks just, amend, vary, or confirm the same.

Power for' 12'x. (126. ) Where a company is being wound up voluntarily the
liquidators
or contribu- liquidators or any contributory of the company may apply to
the. Court
tories in
voluntary to determine any question arising in the matter of such
winding-up, or to
winding-up
to apply to exercise, as respects the enforcing, of calls, or in respect
of any other
Court. matter, all or any of the powers which the Court might exercise if
the
company were being wound up by the Court ; and the Court in the case
aforesaid, if satisfied that the determination of such question, or the
required exercise of power, will be just and beneficial, may accede,
wholly
or partially, to such application, on such terms and subject to such
conditions as the Court thinks fit, or it may make such other order, or

decree on such application as the Court thinks just.

Poworof 128. (127.) Where a company is being wound up voluntarily tile
q gators to liquidators ma from .time to time during the continuance of
such
all general y> >
meeBxng. minding-up, summon general meetings of the company for the
purpose of
obtaining the sanction, b'f, the company by special resolution or.
extraordinary resolution, or for any other purposes they think: fit ; and
_ in the event of the winding-up continuing for more than one year, the
liquidators shall summon a general meeting of the company at the end of
the first year, and of each succeeding year from the commencement of
the winding-up, or as soon thereafter as may be convenient, and shall lay
before such meeting an account showing their acts and dealings,. and the
. manner in which the winding-up has been conducted during the preceding,

year.

Power to fill 129. (128.) If any vacancy occurs in the office of
liqwidators
up vacancy in
liquidators. appointed by the company, by death, resignation, or
otherwise> the
company in general meeting 'may, subject to any arrangement they may
have entered into with their creditors, fill up such vacancy, and a
general
meeting for the purpose of filling up such vacancy may be convened by the

continuing liquidators, if any, or by any contributory o£ the company,
ORDINANCE No. 1 of 1865.

Companies, 4e. (Part IV. Winding-up.)

end shall be deemed to have been duly held if held in manner prescribed
by the regulations of the company, or in such other manner as may, on
application by the continuing liquidator, if any, or by any contributory
of the compsny, be determined by the Court.

130. (129. ) If from any cause whatever there is no liqllidator ro~veu of
Court to

acting in the case of a voluntary winding-up, the Court may, on the
appoint liqL=i-,

datois.

application of a contributory, appoint a liquidator or liquidators: The
Court may also, on due cause shown, remove any liquidator, and appoint
another liquidator to act in the mutter of a voluntary winding-up.

131. (130. ) As soon as the affairs of the company are fully wound
up, the liquidators shall make up au account showing the manner in
which such winding-up has been conducted, and the property of the
company disposed of; and thereupon they shall call a general meeting of
the company for the purpose of having the account laid before them and
hearing any explanation that may be given by the liquidators: The meeting
shall be called by advertisement specifying the time, place, and object of
such meeting; and such advertisement shell be published one month at
least previously to the meeting in the Hongkong Government Gazette.

132. (131.) The liquidators shall make a, return to the Registrar
of such meeting having been held, and of the date at which the same was
held, and on the expiration of three months from the date of the
registration of such return the company shad be deemed to be dissolved

If the liquidators make default in making sucY retn to the Registrar'.
they shall incur a penalty not exceeding fifty dollars fdr every day
during which such default continues.

133. (132. ) All costs, charges, and expenses properly incurred in
the voluntary winding-up of a company, including the remuneration of the
liquidators, shall be payable out of the assets of the company in priority
to all other claims.

Liquidators

to report- .-
maeting to
Registrar.

Costs of
voluntary
liquidation.

134. (133.) The voluntary winding-up of a company shall not be saving of
rights of
a. bar to the right of any creditor of such cornhany to leave the same
creditors.

wound up by the Court, if the Court is of opinion that the rights of such.

-creditor will be prejudiced by a voluntary winding-up.

136. (134.) 'There a company is in course of being wound up
voluntarily, and proceedings are taken for the purpose of having the same
wound up by the Court, the Court may; if it thinks fit, notwithstanding
that it makes an order directing the company to be wound, up by the.

Liquidator-,
on conclusion
of winding-up
to make up an
account.

Power of
Court to adolst
proceedings -
of voluntary
winding-up.
ORDINANCE NO. l OF 186<5:

Companies, 8fc. (Part IV. Winding-up.)

Court, provide in such order or in any other order for the adoption -of
all
or any of the proceedings taken in the .course of the voluntary
winding-up.

Winding-up subject to, the Superz;ision,of the Court.

Power of 136. (135. ) When a resolution has been passed by a company to
court, on
tapplication, wind up voluntarily, the Court may make an order directing
that the
o direct
wind:nga-up, voluntary windin;-up should continue, but subject to such
supervision of
subject to
supervision. the Court, and with such liberty for creditors,
contributories, or others,
to applyG,to the Court, and generally upon such terms and subject to such
conditions a5 the Court thinks just

Petition for 137. (136. ) A petition, praying wholly or in part that a
voluntary
windingto 8~ sto p' winding-up should continue, but subject to the
supervision of the (.'oust,
Fapcrvision. and which winding-up is hereinafter referred to as a
winding-up subject
to the supervision of the Court, shall for the purpose of giving
jurisdiction
to the Court over suits and actions, be deemed to be a petition for-
winding-up the company by the Court.
Court may 138. (137. ) 'Ibe Court may, in determining whether a company is
have regard
to wishes of to be wound up altogether by the Court or subject to the
supervision of-
creditors. the Court, in the appointment of liquidator-or liquidators, and
in all other
matters relatinto the winding-up subject to supervision, have retard to
the wishes of the creditors or contributories as pr:>ved to it by any
suffi-
ciemt evidence, and may direa meetings of the creditors or contributoriea
to be summoned, held, and regulated in such manner as the Court directs.
for the purpose of ascertaining their wishes, and may appoint a person to
get as chairman of any such meeting, and to report the result of such
meeting to the Court : In the case of creditors, regard shall be had to
the
valve of the debts due to each creditor, and in the case of contributorieg
to the number of votes conferred on each contributory by the regulations.

of the company.

Power to 139. (138.) Where any order is made by the Court for a winding=

,

~~;o,t up subject to the supervision of the Court, the Court may, in such
order

additional .

ziqi,iaators to or in any subsequent order, appoint any additional
liquidator or liqui-

s;,uj~ t~ip dators ; and any liquidators so appointed by the Court shall
have the same
powers, be subject to the same obligations, and in all respects stand in
the,
same position as if they had been appointed by the company : The Court
may from time to tine remove any liquidators so appointed by the Court;
and ~ fill up any vacancy occasioned by such removal, or. by death ot

resignation.
ORDINANCE!, No. 1 of 1865.

Companies, *e. (PartP. 1 Winding-up.)

140: (139.) Where an order is made for a winding-up subject to the

upervision of the Court, the liquidators appointed to conduct such
winding-up xiay, subject to any restrictions imposed bythe Court, exercise
all their powers, without the sanction or intervention of tire Court, in
the
same manner as if the company were being wound up altogether volun-
tarily ; but, save as aforesaid, any order made by the Court for a
winding-
up, subject to the supervision of the Court, shall for all purposes,
including
the staying of actions, suits, and other proceedings, be deemed to be an
order of the Court for winding up the company by the Court, and shall
confer full authority on the Court to make calls, or to enforce calls made
by the liquidators, and to exercise <ill other powers which it might have
exercised if an order had been made for winding up the company altogether
by the Court, and in the construction of the provisions whereby the Court
is enapowered to direct any act or thins to be done to, or in favour of,
the
Official Liquidators, the expression Official Liquidators shall be deemed
to mean the liquidators conducting the winding-up, subject to the super-
vision of the Court.

141. (140.) Where an order has been made for the winding-up of a
company subject to the supervision of the Court, and such order is after-
wards superseded by an order directing the company to be wound up
compulsorily, the Court may in such last-mentioned order, or in any
subsequent order, appoint the voluntary liquidators q

,!.auy of them, either
provisionally or permanently, and either with or withoutr he addition of
.any other persons, to be Official Liquidators.

Supplemental Provisions..

14°. (141. ) Where any company is being wound up by the Court
or subject to the supervision of the Court, all dispositions of the
property,
effects and things in action of the company, and every transfer of shares
or alteration in the status of the members of the company made between
the commencement of the winding-up and the order for winding-up, shall,
unless the Court otherwise orders, be void.

143. (142.) Where any company is being wound up, all books,
accounts, and documents of the company and of the liquidators shall, as
between the contributories of the company, be prinac2 facie. evidence of
the
truth of all matters purporting to be,thereir~ recorded.

Effect of
order of Court
for winding.
np subject to
snpervisioy

Appointment'
in certsin-

caeas'of

voluntary

lx uid.11toW`o _
ogee Qf
olTioial Liqui;,.
dators.

Dispositions
after the -
commenec-
ment of the
winding-up
avoided.

The books of
the compiuy-
to be prima
faeic
cvielence.
ORDINANCE No. 1 of 1865:

Companies, 8fc. (Part IV. Winding -up.)

;As td disposal 144. (143 ) Where any company has been wound up under this
of books,
accounts, and Ordinance and is about to be dissolved, the books,
accounts, and docu~

documents of
the company. menu of the company and of the liquidators may be disposed of
in' the
following way; that is to say, where the company has been wound up by
or subject to the supervision of the Corrt, in such way as the Court
directs, and where the company has been wound up voluntarily, in such
way as the company by an extraordinary resolution directs ; but after the
lapse of five years from the date of such dissolution, no responsibility
shall rest on the company, or. the liquidators, or any one to whom the
custody of such books, accounts, and documents has been committed, by
reason that the same, or any of them, cannot be made forthcoming to any
party or parties claiming to be interested therein.

Inspection of 145. (144. ) Where an order has been made for winding up a
com-
pany by the Court, or subject to the supervision of the Court, the Court
may make such order for the inspection by the creditors and contributories
of the company of its books and papers as the Court thinks just, and any
books and papers in the possession of the company may be inspected by
creditors or contributories, in conformity with the order of the Court,
but
not further or otherwise.

Power of 146. (145. ) Any person to whom any thing in action belonging to
assignee to
sue. the company is assigned, in pursuance of this Ordinance, may bring or
defend any, action o~ suit relating to such thing in action in his own
name.
Debts of an 14'l. (146. ) In the event of any company being wound up under-
desc
be prove 1. this Ordinance, all debts payable on a contingency, and all
claims against;
the company, present or future, certain or contingent, ascertained or
sounding only in damages, shall be admissible to proof against the com-
pang, a ,just estimate being made, -so far as is possible, of the value
of all
such debts or claims as may be subject to any contingency or sound only,
in damages, or for some other reason do not bear a certain value.
General 148. ~ (147.) The liquidators may, with the sanction of the Court,
scheme of
i;n,t;dation where the company is beinzn wound up by the Court or subject
to the
may be
sanctioned. supervision of the Court, and with the sanction of an
extraordinary re-
solution of the company where the company is being wound up'altogether
voluntarily, pay any classes of creditors is full, or make such compromise
or other arrangement as the liquidators may deem expedient with creditors.
or persons claiming to be creditors, or persons having or alleging them-
selves to have any claim, present or future, certain or contingent, ascer-
ORDINANCE No. I OF 1865.

Companies, ~c. (Part ICJ

tained or sounding only in damages ajainst the company, or whereby the
company may be r,;ndered liable.

149. (148.) The liquidators may, with the sanction of the Court,
where the company is being vround up by the Court or subject to the
Supervision of tire Court, and with the sanction of an extraordinary
resolution of the company where the comp cn ,,T is b-dn,r wound uh
alto,yether
voluntarily, compromise all calls and liabilities to calls, debts, an 1
liubili-,
ties capable of resulting in debts, and all claims, wOether praseut or
future,
certain or contingent, ascertained or soundiu;; only in damages,
subsisting
or sulrposed to subsist between the comicany and
tiiyeofitributoryoi--,tlleoc(I
contributory, or other debtor or person alprelremiinlivbility to the com-

gpany, and all questions in any way r,;latiu,n r to or affection the
assets of
the company or tire winding-up of the company, upon the receipt of such

auras, payable at such times, acrd generally upon such terms as may be
agreed upon, with lower for the liquidators to take any security fur the
discharge of such debts or.liabilities, and to give complete discharges in
respect of all or any such calls, debts, or liabilities.

150. (1<19. ) ''here any company is proposed to be or is in the,
course ot'beiug wound up altogether voluntarily, and the whole ors
portion.
crf its business or property is proposed to be tralisferred or sold to
another,
comp.cny, tire liquidators of tire first-mentioned . company ynlay, with
the
sanction ofa special resolution of the cocnpaily byvvho:mthey
ere~alrpuinted,
conferring either a general authority on the liquidator, or an authority
in respect of guy particular arrauaeazent, receive in comp ensatiozi or
part
compensation for such transfer or sale, shares, policies, or other like
in-
terests in such other company, for the purpose of distribution amongst the
members of the company being wound up, or may enter into guy other
arrangement whereby the members of the company being wound up may,
fu lieu of receiving cash, shares, policies or other like interest, or
iii ad,li-
tion thereto, participate in the profits of or receive any other benefit
from
the purchasing cocirliany;, and any sale made or art:anaecment catered
into
by the liquidators in pursuance of this section shall be binding on the`
members of tire company being wound up; subject to this proviso that if
stay Member of the company being wound up who has not voted in favour
of tlr-e special resolution passed by tire company of which he i5 a
iiiembei;~
at either uf the meetings held for passing the same empresses his drsent-
frorri _any such, special .resolution in writing- addressed to the
Jiqui;:ators'

Power tocom-
promise.

liquidators'to::
accept .skiares,`;-
&c., as & cbn-
sideratioti for
sale of pro,
petty bf ,
company.
ORDINANCE No. 1 of 1865.

Companies, Esc. (Part IV. Winding-up.)

or one of them; and left at the registered office of the company not
laterv
than seven days after the date of the meeting at which such special reso-
lution was passed, such dissentient member may require the liquidators
to do one of the following things as the liquidators may prefer; that is
to
say, either to abstain from carrying suct resolution into effect, or to
purchase the interest held by such dissentient member at a price to be.
determined in manner hereinafter mentioned, such purchase money to be
paid before the company is dissolved, and-to be raised by the liquidators
in such manner as may be determined by special resolution : No special
resolution shall be deemed invalid for the purposes of this section by
reason that it is passed antecedently to or concurrently with any resolu-
tion for winding up the company, or for appointing liquidators; but if
,
an order be made within a: year for winding up the company by or subject
to the supervision of the Court, such resolution shall not be of any
validity
unless it is sanctioned by the Court.

151. (150.) The price to be paid for the purchase of the interest of
any dissentient member may be determined by agreement, but if the
parties dispute about the same, such dispute shall be settled by
arbitration,
and for the purposes of such arbitration the provisions of ' The Companies
Clauses Consolidation Act, 1845,' (Imperial) with respect to the settle-
ment of disputes by arbitration, shall be incorporated with this
Ordinance;
and in the construction of such provisions this Ordinance shall be deemed
to be the special Act, and ' the Company ' shall mean the company that
is being wound up; Amended by Ordinance No. 2 of 1866 and any appoint-
ment by the said incorporated provisions directed to be made under the
hand of the secretary, or any two of the directors, may be made under the
hand of the liquidator, if only one, or any two or more of the
liquidators'
if more than one.

Mode of
determining
price.

Certain
attachments,
and execu-
tions to be
void.

152. (151.) Where any company is being wound up by the Court,
or subject to the supervision of the Court, any attachment, distress,.or,
execution put in force against the estate or effects of the company after,
the commencement of the winding-up shall be ,void to all intents.

Fraudulent 153. (152.) Any such conveyance, mortgage, delivery of goods,
preference. payment, execution, or other act relating to property as
would, if made or
done by or against any individual, be deemed in the event of his bank-
ruptcy to have been made or done by way of undue or fraudulent preference
of his creditors, shall, if made or done by or against any company, be
ORDINANCE No. L of 186.

Companies, 6,c. (Part IV. LT anilang-2ip.)

deemed,- in the event of such company being wound up under this Ordi-
nance, to have been made or done by way of undue or fraudulent preference
of the creditors of such company, and shall be invalid accordingly ; and
for the purposes of this-section the presentation of a petition for
winding
up a company shall in the case of a company being wound up by the
Court or subject to the supervision of the Court, acrd a resolution for
wind-
ing up the company shall in tile case of a voluntary winding-up, be deemed
to correspond with the act of bankruptcy in the case of an individual ;
and
any conveyance or assignment made by any company formed under this
Ordinance of all its estate and effects to trustees for the benefit of
all its
creditors shall be void to all intents.

154. (153. ) Where, in the course of the winding-up of any company

under this Ordinance, it appears that any past or present director,
manager, official or other liquidator, or any officer of such company,
has misapplied or retained in his own hands or become liable or
accountable
for any moneys 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 any liquidator, or of any creditor or contributory of the
company, notwithstanding that the offences is one for which the_ offender
is criminally responsible, examine into the conduct of ~ such director,
manager, or other officer, and compel him to repay any moneys -so
misapplied or retained, or for which he has become liable or accountable,
together with interest after such rate as the Court thinks just, or to
contribute such sums of money to the assets of the company by way of
compensation in respect of such misapplication, retainer, misfeasance, or
breach of trust, as the Court thinks just.

Power of
Court to
assess
damages
against del itt-
quent
directors and
officers.

155. ( i 54. ) If any director, officer; or contributory of any company
Penalty
ordered to be wound a under this Ordinance destroys, mumutilates, alters
falsification of
p > 2 boobs.
or falsifies any books, papers, writings, or securities, or makes or is
privy
to the making of any false or fraudulent entry in any register, book of
account, or other document belonging to the company with intent to
defraud or deceive any person, every person so offending shall be deemed
to be guilty of a misdemeanour, arid upon being convicted shall- be liable
'to imprisonment for any term not exceedi.na ' two years, with or without
hard labour.

156: (155:) Where any order is made for winding up a company Prosecution

of delinquent
by the Court orsubject to the supervision of the Court-, if it appear in
the directors in
-eke owe of
winding up
by court.

ORDINANCE No. I o;F 1865.

Companies, ,~c. (Part Y Registration.)

course of such windinT-up that any past .or present director, manager,
officer, or member of such cotnpsny has been guilty of any offence in
relation to the company.for which he is criminally responsible, the Court
may, on the application of any person in;erested in such wuidzna-up, or
of its own motion, direct the Official Imbidators, or the liquidators (As
the case may be,) to institute and conduct a prosecution or prosecutions
for such offence, and may order the costs and expenses to be paid out of
the assets of the company.

Prosecution , i6`i. (156.) Where a company is being wound up altogether
volun-

of delinquent
directors, &o., tardy, if it appear to the liquidators conducting such
winding-up that any

in case of
voluntary past or present director, manager. offZCer, or member of such
company
winding-up. biis been guilty of any offence in relation to the company for
which he is
criminally responsible, it shall be lawful for the liquidators, with the
previous sanction of the Court, to prosecute such offender, and all ex-
penses properly incurred by them in such prosecution shall be payable
out of the assets of the company in priority to all other liabilities.
Penalty of 1g$, (157.) If any person, upon any examination upon oath or
'Perjury.
declaration, or in any affidavit, deposition, or declaration in or about
the
winding-up of any company under this Ordinance, or otherwise in or about
any matter arising under this Ordinance,- wilfully and corruptly dives
false evidence, he shall, upon conviction, be liable to the penalties of
wilful
perjury.

Power of Court to make Rules.

Power of the 159. (158. ) The Chief Justice may, as often as circumstances

thief Justice
to make rules. require, make such rules concerning the mode of proceeding
to be had for
winding up a company in the Court, as may from time to time seem
necessary, and when the same shall be revised and approved by -the
Legislative Council, such rules shall apply to all proceedings for winding

company.

PART VI. (Z'.)

RFGZSTZZeTiov OFFICE.

Constitution W X60. (159.) The registration of companies under this
Ordinance

'Oof

shall be conducted as follows, (that is to say,)

{1.) His Excellency the Governor may from time to time
appoint a Registrar and such other officers and servants
ORDINANCE NO. 1 ~oF 1865.

Companies, 4c. (Part V1. Repeat of Ordinances.)

as he may think necessary for the registration of com-
panies under this Ordinance, and may award them such
remuneration as he may direct

(2.) His Excellency the Governor may make such regulations
as he thinks fit with respect to the duties to be perforrneil
by any such Registrar, officers, and servants as afore-
said:

(3.) His Excellency the Governor may direct a seal to be pre-
pared for authentication of any documents required few,
or connected with, the registration of companies:

Every person may inspect the documents kept by the Re-
gistrar, and there shall be paid for such inspection such
fees as may be appointed by TIis Excellency the Gov-
ernor, not exceeding one dollar for each inspection; and
any person may require a certificate of the incorporation
of any company, or a copy or extract of any other docu-
ment or any part of any other document, to be certified
by the Registrar; and there shall be paid for such cer-
tificate of incorporation, certified copy, or extract such
fees as His Excellency the Governor may appoint, not
exceeding five doll<;rs for the certificate of incorporation,
and not exceeding fifty cents for each folio of such copy
or extract.

PART VII. (VI.)

REPTAL OF ORDINA\Cl:S.

161. (160.) After the commencement of this Ordinance all laws in
force in this Colony inconsistent with the provisions of this Ordinance

are hereby repealed.'

FIRST SCHEDULE.
TABLE A.
_ REGULATIONS FOR MANAGEMENT 07!' A COMPANY LIIIITTD BY SHARES,

(1.) If severaYet^sons are registered as joint holders of any share, any
one of such
persons array give effectual receipts for any dividend payable in
respect. of
such share.
.i 24

ORDINANCE No: 1 of 1865.

Companies, 4c. (First Schedule.)

(2.) Every member shall, on payment of one dollar, or such less sum as
the company
in general meting may prescribe, b-, entitled to a certificate, under the
common seal of the company, specifying the share or shares held by him,
aitd
the amount paid up thereon:

If such certificate is worn out or lost, it may be renewe l on payment of
one
dollar, or such less sum as the company in general meeting may prescribe.

Calls on Shares.

(4.) The directors may from time to time make such calls upon the members
in
respect of all movies unpaid on their shares as they think fit, provided
that,
twenty-one days' notice at least is given of each call, and each member
shall
be liable to pay the amount of calls so made to the persons and at the
times
and places appointed by the directors.

(3.) A call shall be deemed to have been made at the time when the
resolution of
the directors authorizing such call was passed.

((i.) If the call payable in respect of any share is not paid before or
on the day
appointed for payment thereof, the holder for the time being of such share
shall be liable to pay interest for the same at the rate o£ twelve
dollars per
cent, per annum from the day appointed for the payment thereof of the time
of the actual payment.

(`r.) The directors may, if they think fit, receive from any member
willing to advance
the same all or any part of the movies due upon the shares held by him
beyond the sums actually called for; and upon the movies so paid in
advance
or so much thereof as from time to time exceeds the amount of the calls
then
made upon the shares in respect of which such advance has been made, the
company may pay interest at such rate as the member paying such sum in
advance and the directors agree upon.

Transfers of Shares.

(8.) The instrument of transfer of any share in the company shall be
executed both
by the transferor and transferee, and the transferor shall be deemed to
remain
a holder of such share until the name of the transferee is entered in the
register book in respect thereof.

(9.) Shares in the company shall be transferred in the following form :-

I, A.B., of in consideration of the sum of dollars paid to me by C.D.
of do hereby transfer to the said C.D. the share [or shares numbered
standing in my name in the books o£ the company, to hold
auto the said C.D., his executors, administrators, and assigns, subject
to the
several conditions on which I held the same at the time of the execution
hereof ; and I, the said C.D., do hereby agree to take the saint share (or
shares subject to the same conditions. As witness our hands, the

day of 186

(10.1 The company may decline to register any transfer of shares made by
a member
who is indebted to them.
OYDINAICIJ No. 1 of 1665.

Companies, ~c. (First &7aedule.)

1.) The transfer books shall be closed during the fourteen days
immediately preced-
ing the ordinary general meeting in each year.

Transmission of Shares.

(12.) The executors or administrators of a deceased member shall be tire
only persons
recognized by the company as having any title to his share.

(13.) Any person becoming entitled to a share in consequence o£ the
death, or l>auk-
ruptcy, of any member or in consequence of the marriage of any female
member, may be registered as a member upon such evidence being produced
as may from time to time be required by the company.

(14.) Any person who has become entitled to a share in conseqm:p<;e of
the death,
or bankruptcy, of any member, or in consequence of the marriage of any
female member, may, instead of being registered himself, elect to have
some
person to be named by him registered as a transferee of such share.

(15.) The person so becoming entitled shall testify such election by
executing to lria
nominee an instrument of transfer of such share.

(16.) The instrument o£ transfer shall be presented to the company,
accompaniod
with such evidence as the directors may require to prove the title of the
transferor, and thereupon the company shall register tire transferee as a
member.

Fog feiture of 15hares.

(17.) If any member fails to pay any call on the day appointed for
payment thereof,
the directors may, at any time thereafter, during such time as the call
romaine
unpaid, serve a notice on him, requiring him to pay such call, together
with
'interest and any expenses that may have accrued by reason of such non-'
payment.

(18.) The notice shall name a further day, on or before which such call,
and all
interest and expenses that have accrued by reason of such non-payment, arc
to be paid. It shall also name the place where payment is to be made (the
place so named being either the registered office of the company or some
other place at which calls of the company are usually made payable). The
notice shall also state that in tire event of non-payment at or before
the time;
and at the place appointed the shares in respect of which such call was
made
will be liable to be forfeited.

,{ 19.) If the requisitions of any 'such notice as aforesaid are not
complied with, any
share in respect of which such notice has been given may at any time
thereafte~, before payment of all calls, interest, and expenses clue in
respect
thereof has been made, be forfeited, by a resolution of the directors `to
that effect. -
4RDIN'AT~CE N'o. I of I86:i:

Companies, 6-c. (First Schedule.)

(Z0.) Any share so forfeited shall be deem--d to be the property of the
company,
and may be disposed of in such manner as the company in general meeting
thinks fit.

(21.) Any member whose shares have been forfeited sha!l notx` 1-tandino
be liable
to pay to the company all calls owing upon such shares at the time of the
forfeiture.

(22.) A statutory declaration in writing, that the call in respect of a
share was
made and notice thereof given, and that default in payment of the call was
made, and that the forfeiture of the share was made by a resolution of the
directors to that effect, shall be sufficient evidence of the facts
therein stated
as against all persons entitled to such share, and such declaration and
the
receipt of the company for the price of such share shall constitute a good
title to such share, and a certificate of proprietorship shall be
delivered to a
purchaser, and thereupon he shall be deemed the holder of such share dis-
charged from all calls due prior. to such purchase, and he shall not be
bound
to see to the application of the purchase money; nor shall his title to
such
share be affected by any irregularity .in the proceedings in reference to
such sale.

Conversion of Shares into Stoch.

(23.) The directors may, with the sanction of the company previously
givan in
general meeting, convert any paid up shares into stock.

(24.) When any shares have been converte;l into stock, the several
holders of such
stock, may thenceforth transfer their respective interests thLrein, or
any part
of such interests, in the same manner and subject to the same regulations
as,
and subject to which, any shares in the capital of the company may be
transferred, or as near thereto as circumstances admit.

(23.) The several holders of stock shall be entitled to participate in t&
dividends
and profits of the company according to the amount of their respective.
interests in such stock; and such interests shall, in proportion to the
amount
thereof, confer on the holders thereof respectively the same privileges
and
advantages for the purpose of.,-oting at meetings of the company, and for
other purposes, as would have been conferred by shares of equal amount in
the capital of the company; but so that none of such privileges or advant-
ages, except the participation in the dividends and profits of the
company,
shall be conferred by any such aliquot part of consolidated stock as would
not, if existing in shares, have conferred such privileges or advantages.

Increase in Capital.

(2G.) The directors may', with the sanction of a special resolution of
the company
previously given in general meeting, increase its capital- by the issue
of new
shares, such aggregate increase to be of such amount, mild to be divided
into
slit of such respective amounts, as the company in general meeting
directs, or, if no direction is given, as the directors think expedient.
URDINA\'CE 'No. 1. 01- 1865.

Companies, 4c. (First Schedule.)

(27.) Subject to any direction to_ the contrary that may be given by the
meeting
that sanctions the increase of capital, all new shares shall be offered
to the
members in proportion to the existing shares held by them, and such offer
shall be made by notice specifying the mamber of shares to which the
member
is entitled, and limiting a time within which the offer, if not accepted,
will
be deemed to be declined, and after the expiration of such time, or on the
receipt of an intimation from the member to whom such notice is given that
he declines to accept the shares offered, the directors may dispose of the
same in such manner as they thinly most beneficial to the company.

(28.) Any capital raised by the creation of new shares shall be
considered as part
of the original capital, and shall be subject to the same provisions with
reference to the payment of calls, and the forfeiture of shares on non-
payment of calls, or otherwise, as if it laid been part of the original
capital.

General Meetings.

(29.) The first general meeting shall .b'# held at such time, not being
more than
six months after the registration of the company, and at such place, as
the
directors may determine.

(:30.) Subsequent general meetings shall behold at such time and place as
may lx;
prescribed by the company in general meeting; and if no other time or
place is prescribed, a general meeting shall be held on the first Mondaydn
February in every year, at such place as may be determined by the
directors.

(31.) The above mentioned general meetings shalt be called ordinary
meetings;
all other general meetings shall be called extraordinary.

(33.) The directors may, whenever they thinly fit, and they shall upon a
requisition
made in writing by not loss than one-fifth in number of the members of the
,.;npany, convene an extraordinary general meeting.

(33.) Any1fequisition made by the members shall express the object of the
meeting
proposed to be called, and shall be left at the registered office of the
company.

(34.) Upon the receipt of such requisition the directors shall forthwith
proceed to
convene an extraordinary general meeting. If they do not proceed to
convene the same within twenty-one days from the date of the requisition,
the requisitionists, or any other members amounting to the required
number,
may themselves convene an extraordinary general meeting.

Proceedings at General Meetings.

(35.) 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 such
business,
shall be given to the members in. manner hereinafter mentioned, or in such
other manner, if any, as may be prescribed by the company in general
meedag; but the, non-receipt of such notice by any member shall not
invalidate the proceedings at any general meeting.
QRDI NA NChJ No. 1 or 186.

Companies, yc. (First Schedule.)

(36.) All business shall be deemed special that is transacted at au
extraordinary
meeting, and all that is transacted at au ordinary meeting, with the
exception
of sanctioning a dividend and the consideration of the account, balance
sheets, and the ordinary report of the directors.

(37.) No business shall be transacted at any general meeting, except the
declaration
of a dividend, unless a quorum of members is present. at the time when the
meeting proceeds to business; and such quorum shall be ascertained as
follows; that is to say, if the persons who have taken shares in the
company
at the time of the meeting do not exceed ton in number, the quorum shall
be
five; if they exceed ten there shall be added to the above quorum one for
every five additional members up to fifty, and one for every ten
additional.
members after fifty, with this limitation, that no quorum shall in guy
caso
exceed twenty.

(38.) If within ono hour from the time appointed for the meeting a quorum
is not
present, the meeting, if' convenocl upon the requisition of members,
shall bo
dissolved: in any other case itishall stand adjourned to the same day in
the
next week, at the same time and place: and if at such adjourned meeting a.
quorum is not present, it shall be adjourned sine die.

(89.) The chairman (if any) of the board of directors shall preside as
chairman ,I1;
every general we'ting of the company.

(40.) If there is no such chairman, or if at any meeting he is not
present within
fifteen minutes after the time appointed for holding the meeting, the
members
present shall choose some one of their number to be chairman.

(41.) The chairman may, with the consent of the meeting, adjourn any
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.

(42.) At any general meeting, unless a poll is demanded by at least five
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
sufficient evidence of the fact, without proof of the number or
proportion of
the votes recorded in favour of or against such resolution.

(43.) If a poll is demanded by five or more members it shall be taken in
such
manner as the chairman directs, and the result of such poll shall be
deemed
to be the resolution of the company in general meeting. In the case of an
equality of votes at any general meeting the chairman shall be entitled to
a second or casting vote.

Votes of Members.

(44.) Every member shall have one vote for every share up to ten: lie
shall have
an additional vote for every five shares beyond the first ten shares up
to one
hundred, and an additional vote for every ten shares beyond the first
hundred
shares.
ORDINANCE No. 1 of 1865.

Companies, ~c. (First Schedule.)

(4a.) If any member is a lunatic or idiot he may vote by his committee,
or other
legal representative.

(=16.) If more persons than one are jointly entitled to a share or
shares, the member
whose name stands first in the register of members as one of the holders
of
such share or shares, mud no other, shall be entitled to vote in respect
of
tire same.

No member shall be entitled to vote at any general meeting unless all
calls
due from him have been paid, and no member shall be entitled to vote in
respect of any share that he has acquired by transfer at any meeting held
after the expiration of three months from the registration of the company,
unless he has been possessed of the share ill respect of which lie claims
to
vote for at least three months previously to the time of holding the
meeting
at which he proposes to vote.

(48.) Votes may be given either personally, or by proxy.

(49.) The instrument appointing a proxy shall be in writing, under the
hand of the
appointor, or if soolr appointor is a corporation, under their common
seal,
anrl shall be attested by one or more witness or witnesses: no person
shall
be appointed a proxy who is not a member of the company.

(d0.) The instrument appointing a proxy shall be deposited at the
registered office
of the company not less than seventy-two hours before the time for holding
the meeting at which the person named in such instrument proposes to vote,
but no instrrument appointing a proxy shall be valid after the expiration
of
twelve months from the date of its execution.

(:51.) Any instrument appointing a proxy shall be in the following forni:-

Company Limited.

of being a member of the Company Limited,

and entitled to vote or votes, 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 [or at any
meeting of the company drat may be held in the year

As witness my hand, this day of 186

Signed by the said

Directors.

in the presence of

(52.) The number of the directors, and the names of the first directors,
shall be
determined by the subscribers of thg..memorandum of association.

(53.) Until directors are appointed the subscribers of the memorandum o£
`association
shall be deemed to be directors.

(54.) The future remuneration of the directors, and their remuneration
for 'services
performed previously to the first. general meeting, shall be determined
by the
company in general meeting.
ORDINANCE No. 1 0v 1865.

Companies, 4c. (First Schedule.)

Powers of Directors.

(55.) 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 foregoing
Ordinance, or by these articles, required to be exercised by the company
ini
general meeting, subject nevertheless to any regulations of these
articles, to the
provisions of the foregoing Ordinance, and to such regulations, being not
inconsistent with the aforesaid regulations or provisions, as may be
prescribed
by the company in general meeting; but no regulation made by the company
in general meeting shall invalidate any prior act of the directors which
would
have been valid if such regulation had not been made.

(56.) The continuing directors may act notwithstanding any vacancy in
their- bod.y-

Dasquali

,flcntion of Directors.

( 57.) The-office of director shall be va_uated,-

If he holds any other office or place of profit under the company;
If lie becomes bankrupt or insolvent;

If he is concerned in, or participates in the profits of, any contract
with the
company;: ,

But the above rube shall be subject to the following exceptions; that no
directors shall vacate his office by reason of his being a member of any
company which has entered into contracts with or done any work for the
company of which he is director; nevertheless lie shall not vote in
respect of
such contract o£ work; and if he does so vote his vote shall not be
counted.

rotation of Directors.

(58.) At the first ordinary meeting after the registratiot! of the
company the whole
of the directors shall retire from office; and at the first ordinary
meeting
in every subsequent year one third of the directors for the time being or
if
their number is not a multiple of three, then the number nearest to one
third,
shall retire from office.

(59.) The one third or other nearest number to retire daring the first
and second
years ensuing the first ordinary meeting of the company shall, unless the
directors agree among themselves, be determined by ballot: in every
subsequent year the one third or other nearest number who have been
longest
in office shall retire.

(60.) A retiring director shall be re~,eligible.

(6L) The company at the general meeting at which any directors retire in
manner
aforesaid shall fill up the vacated offices by electing a like number of
persons.

(62.) If at any meeting at which an election of directors ought to take
place the
places of the vacating directors are not filled up, the meeting shall
stand
adjourned till the same day in the next week, ut the same time and place.;
ORDINANCE No. 1 OF 1865.

Companies, .3,e. (First Schedule.)

and if at such adjourned meeting the places of the vacating directors are
not
filled up, the vacating directors, or such of them as have not had their
place,
filled up, shall continue in office until the ordinary meeting in the
next year
and so on from time to time until their places are filled up.

(63.) The company may from time to time, in general meeting, increase or
reduce
the number of directors, and may also determine in what rotation such
increased or reduced number is to go out of office.

(64.) Any casual vacancy occurring in the board of directors may, be
filled up by the
directors, but any person so chosen shall retain his office so long only
is the
vacating director would have retained the same if no vacancy had occurred.

(6a.) The company, in general meeting, may, by a special resolution,
remove any
director before the expiration of his period of office, an(] may by an
ordinary
resolution appoint another person in his stead: the person so appointed
shall
hold office during such time only as the director in whose place he is
appointed
would have held the same if he had not been removed.

1'roccediags of Directors.

(66.) The directors may meet together for the despatch of business,
adjourn, and
otherwise regulate their meetings as they think fit, and determine the
quorum
necessary for the transaction of business: 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 at any time
summon a meeting of the directors.

(67.) The directors may elect a chairman of their meetings and determine
the period
for which he is to hold office, but if no such chairman is elected, or if
at any
meeting the chairman is not present at the time appointed for holding the
same, the directors present shall choose some one of their number to be
chairman of such meeting.

(68.) The directors may delegate any of their powers to committees
consisting of
such member or members of their body as they think fit: any committee so
formed shall, in the exercise of the powers so delegated, conform to any,
regulations that may be imposed on them by the directors.

(69.) A committee may elect a chairman of their meetings: if no such
chairman is
elected, or if he is not present at the time appointed for holding the
same, the
member present shall choose one., of their number to be chairman of such
meeting.

.('T0.) A committee may meet and adjourn as they think proper: questions
arising
at 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.
ORDINANCE No. 1 of 1865.

Companies, 4c. (First 8chedule.)

('ll.) All acts clone by any meeting of the directors, or of a committee
of director
or by any person acting as a director, shall, notwithstanding 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
appointee
and was qualified to be a director.

Dividends.

(i2.) The directors may, with the sanction of the company in general
meeting
declare a dividend to be paid to the members in proportion to their
shares.

(73.) No dividend shall be payable except out of the profits arising from
the business:
of the company.

(74.) !'he directors may, before recommending any dividend, set aside out
of the
profits of the company such sum as they think proper as a reserved fund to
meet contingencies, or for equalizing dividends, or for repairing or
maintaining;
the works connected with the business of the company, or any part thereof;
and the directors may invest the sum so set apart as a reserved food upon
such securities as they may select.

(i 5.) The directors may deduct from the dividends payable to any member
all such
sums of money as may be due from him to the company on account of calh
or otherwise.

(i(>.) Notice of any dividend that may have been declared shall be given
to each
member in manner hereinafter mentioned; and all dividends unclaimed for
three years after having been declared, mny be forfeited by the directors
for
the benefit of the company.

(7i.) No dividend shall boar interest as against.the company.

Accounts.

(i3.) The directors shall cause true accounts to be kept,-

Of the stock in trade of the company;

OF the sums of money received and expended by the company, and the
matter in respect of which such receipt and expenditure takes
place; and,

Of the credits and liabilities of the company:
The books of account shall be kept at the registered office of the
company,
and, subject to any reasonable restrictions as to the time and manner of
inspecting the same that may be imposed by the company in general meeting,
shall be open to the inspection of the members during the hours of
business..
ORDINANCE NO. 1 OF 1865.

Companies, 4c. (First Schedule;)

(79.) Once at the least in every year the directors shall lay before the
company ill
general meeting a statement of the income and expenditure for the past
year,
made up to a date not more than three months before such meeting.

(80.) Tie statement, so male shall show, arranged under the most
eonvenient heads,
the amount of gross income, distinguishing the several sources from which
it
has been derived, and the amount of gross expenditure, distinguishing the
expense of the establishment, salaries, and other like matters: every item
of expenditure fairly chargeable against the year's income shall be
brought
into account, so that a just balance of profit and loss may be laid
before the
meeting ; and in cases where any item of expenditure which may in fairness
be distributed over severil years has been incurred in any ono year the
whole
amount of such item shall be stated, with the addition of the reasons why
only a portion of such expenditure is charged against the income of the
year.

(81.) A balanee sheet shall be made out in every year, and laid before
the compan'~
in general meeting, and such balance shoot shall c-,ontain a summary of
the
property and liabilities of the company arranged under the heads appealing
in the foam aiinoxed to this table, or as near thereto as circumstances
admit.

(82.) A copy of such balance sheet shall, seven days previously to Sne1L
meeting, be
served on every member in tlw manner in which notices are hereinafter
directed to be served.

Audit.

(83.) Once at the least in every year the accounts of the company shall
be examined,
and the correctness of the balance sheet ascertained, by one or more
auditor
or auditors.

(84.) The first auditors shall be appointed by the directors: subsequent
auditors
shall be appointed by the company in general meeting.

.(8fi.) If one auditor only is appointed, all the provisions herein
contained relating to
auditors shall apply to him.

(86.) -The auditors may be members of the company; but no person is
eligible as an
auditor who is interested otherwise than as a member in any transaction of
the company ; and no director or other officer of the company is eligible
during his continuance in office.

-(87.) The election of auditors shall be made by the company at their
ordinary
meeting in each year.

(88:) The remuneration of the first auditors shall be fixed by the
directors ; that of
subsequent auditors shall be fixed by the company in general meeting.

09.), Any auditor shall be re-eligible on his quitting office.
ORDINANCE-No'. l: oF' 1865:

Companies, $jc. (First Schedule)

If any casual vacancy occurs in the office of any auditor appointed by the
company, the directors shall forthwith call an exrtaordinary general
meeting
for the purpose of supplying the same.

(9l.) If no election of auditors is made in meaner aforesaid Isis
Excellency the
Governor may, on the application of not less than five members of the
company,
appoint an auditor for the current year, and fix the remuneration to be
paid
to him by the company for his services.

(92.) very auditor shall be supplied with a copy of the balance sheet,
and it shall
be his duty to examine the same, witllhg accounts and vouchers relating
thereto.

(93.) Every auditor shall have a list delivered to him of all books kept
by the
company, and shall at all reasonable times have access to tire books and
accounts of the company : ho may, at the expense of the company, employ
accountants or other persons to assist him in investi0gatin0 such
accounts, and
ho may in relation to such accounts examine the directors or any other
officer of the company.

(J=6.) The auditors shall make a report to the members upon the balance
sheet and

accounts, and in every such report they shall state whether, in their
opinion,
the balance sheet is a full and fair balance sheet, containing the
particulars
required by these regulations, and properly drawn up so as to exhibit a
true
and correct view of the state of the company's affairs, and in case they
haven
called for explanations or information from the directors, whether such
explanations or information have been given by the directors, and whether
they have been satisfactory.; and such report shall be read, together with
the report of the directors, at the ordinary meeting. .

.Notices.

(95.) A notice may be served 1>y the company upon any member, either
personally
or ;by sending it through the post in a prepaid loiter addressed to such
member at his registered place of abode.

(9(i.) All notices directed to be given to the members shall, with
respect to any share
to which persons are jointly entitled, be given to whichever of such
persons is
named first in the register of members; and notice so given shall be
sufficient
notice to all the holders of such share.

(9 r .) Any notice, if served by post, shall he deemed to have been
served at the time
when the letter containing the same world be delivered in the ordinary
course

' of the post;. and in proving such service it shall be sufficient .to
prove that
the letter contaiuina the notices was properly addressed and put into the
Post Office.
ORDINANCE No. I of 1865.

Companies, ~-c. (.First Schedule.)

Dr. BALANCE SHEET of the Co. made up to

CAPITAL AN'D LIABILITIES.

PROPERTY AND ASSETS.

I. Capital Showing: c' ' 111. Property Showing: E c. $. r.
1. The number of shares heldbythe i. 'Immovable Property,
2. The amount paid per Company distimguishing-
share. (a) Freehold Land
3. If any arrears of (b) Buildings
calls, the nature of (c) Leasehold
the arrear, and the 8. Movable Property,
names of the ale- , distinguishinc;-
faulters. i (d) Stock in Trade
I. The particulars of , I (e) Plant.
any forfeited shares ~- The Cost to be stat-
I1. Debts and Showing: cdwithdeduc-
Liabilities 5. The amount of loans tions for de
ofthecom. on mortgagesorde- terioration in
pany benturebonds. valueascharg-
6. The amount of debts ed to the Re
owing by the com- serve Fund, or
pany, distinguish- Profit and
ing Loss.
(a) Debts for 1V. Debts Showing
which accept- owing to 9. Debts considered
anccs have the Com- good for which the
been given. pany company hold bills
(b) Debts to or other securities.
tradesmen for 10. Debts considered
supplies of good for whichthe -
stock in trade company hold no
. or, otlxer. , ar- security.
ticles. 11. Debts considered
(c) Debts for law ( doubtful and bad. ;
`
expenses: i Any
<(d) .Debts. ;for.
interest on other officer of
debentures or the company
other loans. to be separ-
(e) Unclaimed ately stated.
dividends. V. Cash and Showing
(f) Debts not Invest- 12. The Nature of in-
enumerated ments vestment and rate
above. of interest.
V1. Reserve Showing: L3. The amount of cash
if
Fund The amount set aside i where lodge and
from profits to meet bearing interest.
contingencies.
V I 1. Profit . . Showing
and Loss The disposable ba
lance for payment
of dividends, &c.
Contigent Claims against the
Liabilities company not ac-
knowledged.as
debts.
Monies for which the
company is con-
tingently liable.-

TABLE B.

TABLE of FEES to be paid to the REGISTRAR of JOINT STOCK ConzPANIES. by ti

Company having a capital divided into shares.

For registration of a company whose .nominal .ca.pital does not exceed
$10,000,
-

a fee of . . .. . . . . . . . . . . . . . . . . . . . . . . .. ..... ... .
.. 50. 00
ORDINANCE NO. 1 of 1865:.

Companies, ~e. (First S'eheclule.)

For registration of it company whose nominal capital exceeds $10,000, the
above
fee of $50.00, with the following additional fees, regulated according to
tire
amount of nominal capital; (that is to say,)

For every $5,000 of nominal capital, or part of $5,000, after the
first $10,000, up to $25,000 .... .. .... . . .. .. .. .. . . .. . . 10.
OU

For every $10,000 of nominal capital, or part of $10,000, after
the first $25,000, up to $600,000 ... . . . . . ... . .... . . . . . .

Forevery $10,000 of nominal capital, or part .of $10,000, after

the first $500,000 . . . . . .. .. . . . . . . . . . . . . . .

3. 00

For registration of any increase ef capital made after the first
registration of the
company, the same fens par $10,000, or part of $10,000, as would have
been.
payable if such increased capital had formed part of the original capital
at
the time of registration.

Provided that no company shall be liable to pay in respect of nominal
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 capital after
registration
tire foes paid on registration. '

For registering any document hereby required or authorized to be
registered
other than the memorandum of association ...... .. .... .... .... .. . . 3. UC)

For making a record of any fact hereby authorized or r,-q,i°ed to be
recorded by'
the Registrar of Companies, a fee of ...... ............ .. . . . . . . . .
. . 3, f>D

TABLE C.

TABLE OF FEES TO B& PAID TO THE REGISTRAR BY A COMPANY NOT

LAVING A CAPITAL DIVIDED INTO SHARES.

For registration of a company whose number of members, as stated in the
Articles
of Association, does not exceed 20 . . . , . . . . . . . . . .. . . . . .
.. . . . .. . . .. . . . . 50.0()

For registration of a company whose number of members, as stated in the
Articles

of Association, exceeds 20, but does not exceed 100 .... ... . lOU.U(?

For registration of a company whose number of members, as stated in the
Articles
of Association, exceeds 100, but is not stated to be unlimited, the above
fee of
$100, with an additional $10.00 for every 50 members or less number than
50
members after first 100.

For registration of a company in which the number of members is stated in
the
Articles of Association to be unlimited, a.fee
of ...... ..... .... .... ... 3(10.011

For registration of any increase bn the number of members made after the
registra-
tion of the company in respect of every 50 members, or lass than 50
members,
of such increase ...... ..... . ...... .. .. .. .. . ... . ...... . . 10.U0k
ORDINANCE No. T of 18G0',

Companies, ~c. ( Second Schedule.)

Provided that no one company shall be liable to pay on the whole a
greater fee
than $300 in respect of its number of members, inking into account the fee
paid on the first registration of the company.

For registering any document hereby required or authorized to be
registered, other

than the Memorandum of Association ...... ........ ........ ...... .. 3.(?0

For making a. record of any fact hereby authorized or required to be
recorded by

the Registrar of Companies, a fee of ....

Fola:u D.

FOIt:II OF STATEMENT REP I:ItItED TO IV PART III OF TIM ORDINANCE.

The capital of the company is

The cumber of shares issued is

Calls to the amount of

~nm of dollars has been received.

divided into shares of each.

dollars per share have been made, under which the;

The liabilities of the company on the first day of January (on July)
woro,-

Debts owing to sundry persons by the company
On judgment, $
On specialty, $
On. notes or bills, $
On simple contracts,
On estimated liabilities, $

The assets of the company on that day were,-
Government securities rstating them, $
Dills of exchange and promissory notes, $
Cash at the bankers, $
Other securities, $

SECOND SCHEDULE.

Form A.

lU' El10RANDUdI OF ASSOCIATION OF A COMPANY LIMITED BY SHARES.

1st. The name of the company is 'The Eagsterm Steam Packet Company,
Limited.'

2nd. The registered office of the company will be situate in Victoria.

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.'

~ If the company has no capital divided into shares the portion of the
statement relating to capital and shares must be

omitted. ^.. _
aRDzNANc.E-No. I oFAs65:

Corripanies, Bc. (Second Schedule.)

4th. The liability of the members is limited.

5th. The capital of the company is two hundred thoosead dollars, divided
into one
thousand shares of two hundred dollars each.

Wr;, 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 m<.
respectively agree to take the number of shares in the capital of the
company set
opposite our respective names.

Names, Addresses, and Descriptions of Subscribers.

1. JOHN J~ONES of
2. JOAN SMITbI O£
8. THOMAS GREEN of
4. JOHN TrroMrsoN of
5. CAIFf3 WIII'rIU Of
ti. ANDRLw BROWN Of
7. Clf:BAR WHITE Of

Dated the day of

,Merchant,,

Total Shares taken,

Witness to the above signatures, Nos. 1, 5, G and 7,
A. B., o£ Victoria.
Witness to the above signatures, Nos, 2, 3 and 4;
C. D., of Shanghae.

FORM B.

Number of Shares
taken by each
Subscriber.

' 200
25
30
40
15
5
10

325

ME 1rORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY
GUARANTEE, AND NOT HAVING A CAPITAL DIVIDED INTO SHARES. .

Memorandum of tlasociation.

Limited:'

1st. The namo of the company is 'The Mutual Hongkong Marine Association,

2nd. The registered office of the company will be situate in Victoria.

3rd. The objects for which the company is established are 'The mutual
insurance
of ships belonging to members of the comrany, and the doing all such
other things, as
are incidental or conducive to the attainment of the above objects.'
ORDINANCE 'N0. 1 -OF 1865.

Companies, 4c. (Second Schedule.)

4th. Every member of the company undertakes to contribute to the assets
of tho
.company in the event of the same being wound up during then time that he
is a member,
or within one year afterwards, for payment of the debts and liabilities
of the company
contracted before the time at which he ceases to be a member, and the
costs, charges, and
expenses of winding-up the sane, and for the adjustment of the rights of
the contribu-
tories amongst themselves, Snell amount as may be required not: exceeding
dollars.

WE, the several persons whose mimes and addresses are subscribed, are
desirous of beint,
formed into a company, in pursuance of this memorandum of association.

Names, addresses, and descriptions of subscribers.

1. JOII\ JONES of
2. JOHN S)IITII Of
3. TI10M AS GREEN Of
JOHN THO.fIPSON Of
5. CALEII WIIiTr of
6. ANDREiv BROWN of
7. Cd:SAR WHITE of

Dated the day of

lIerchant.

Witness to the above signatures, Nos. 2, 5 and i,
A., B., of-Victoria.
Witness to the above signatures, Nos. 1, 3, 4 and ti,
C. D., of Shanghae.

ARTICLES Or ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM Ov,
ASSOCIATION:

(1.) The company, for the purpose of registration, is deichlred to
consist of five
hundred members.

(2.) The directors hereinafter mentioned may whenever the luisiness of
the association
requires it, register an increase of members.

Definition of Membels.

(3.) Every person shall be deemed to have agreed to become a incmber of
the com-
pany who insures any Ship or share in a ship in pursuance of tile
regulation
hereinafter contained.

General Meetings.

(4.) The first general meeting shall be held at such time, not being more
than three
months after the incorporation Of the company, and at ,inch place, as tfc:
directors may determine.
ORDINANCE NO. 1 0F 1865.

Companies, ~c: (second schedule.)

(5.) Subsequent general meetings shall be held at such time and place as
map be
prescribed by the company in general meeting; and if no other time or
place
is prescribed, a general meetinn shall be held on the first Monday in
February
in overt' year, at such place as may he determined by the directors.

(6.) The above-mentioned general meetings shall be called ordinary
meetings: All
other general meetings shall be called extraordinary.

The directors may, whenever they think fit, and they shall, upon a
requisition
made in writing by any five or more members, convene an extraordinary
general meeting.

(8.) Any requisition made by the members shall express the object of the
meeting
proposed to be called and shall he left at the registered office of tire
company.

(9.) Upon the receipt of such requisition the directors shall forthwith
proceed to
convene a general meeting: if they do not proceed to convene the same
within twenty-one days from the date of the requisition, the
recluisitionists,
or any other five members, may themselves convene a mooting.

Proceedings at General 11feetings.

('L0.) Seven days' notice at least, specifying the place, tire day, and
the hour of
meeting, and in case of special business .~tlro general nature of such
business,
shall be given to the members Hi manner hereinafter mentioned, or in such
other manner, if any, as may be prescribed by the company in general
Meeting

but the non-receipt of such notice by any member shall not invalidate the
proceedings at any general mooting.

All business shall be deemed special that is transacted at au
extraordinary
meeting, and all that is transacted at an ordinary meeting, with the
exception
of the consideration of the accounts, balance sheets, sad the ordinary
reports
of the directors.

(1`3.) 1o business shall be transacted at any meeting except the
declaration of a
dividend, unless a quorum of members is present at the commencement of
such business ; and such quorum shall be ascertained as follows ; drat is
to,
sway, if the members of the company at the tune of the meeting do not
exceed
ten in number, tire quorum shall be five; if they exceed ten there shall
be,
added to the above quorum one for every five additional members up to
fifty,
navel one for every ten additional members aftor fifty, with this
limitation, that
no quorum shall in tiny case exceed thirty.

(13.) 1f within ono hour from the lime appointed for the meeting a quorum
of
members is not present, the meeting, if CODc-ened upon 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
sire die.
ORDINANCE N4. 1 of 1865.

Companies, 4-c. (Second Schedule.)

(14.) The chairman (if any) of the directors shall preside as ehairman at
every geueral
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 eltoo~e some one of their
number to be chairman of such meeting.

(1G.) The chairman may, with the consent of the meeting adjourn tiny
meeting from
time to time and from place to place, but no business shall be transacted
at.
any adjourned meeting othi;r than the business left unfinisbed at the
meeting
from which the adjournment took place.

(17.) At any general meeting, unless a poll is demanded by at least five
members, a
declaration by the chairman that a resolution has been carried, and an
entry
to that effect. iii the hook of proceeding;i of the company, shall be
sufliciew
evidence of the fact, without proof of the number or proportion of the
votes
recorded in favour of or against such resolution.

'(18.) If a poll is demanded ill maimer aforesaid, the Same shall be
taken in suolc
manner as the chairman directs, and the result. of such poll shall be
deemed
to be the resolution of the company in general meeting.

Votes of Members.

(19.) Every mornber shall have one vote and no more.

(20.) If any member is a lunatic or idiot he may vote by his committee,
or othor
legal representative.

(21.) No member shall be entitled to vote at any meeting unless all
monies due from
him to the company have been paid.

(22.) Votes may be given either personally or by proxies: a proxy sball be
appointed in writing under the hand of the appointor, or if such
appointor it
a corporation, under its common seal.

(23.) No person shall,be appointed a proxy, wbo is trot a tnctnber, and
the ittst.rtt-
ment appointing him shall be deposited at the registered office of the
compacty
not less than forty-eight hours before the time of holding the meeting at.
which he proposes to vote.

-(21.) Any instrument appointing a proxy shall be iu the., following
force :-

Company Limited..

I of in being a member of
the Company Limited, hereby appoint of
its my proxy, to vote for me and on my behalf at the (ordinary or
extraordinary, as the case may be] general meeting of the compazty to
be held on the day of atcd at any adjournment
ORDINANCE No. -1 0~'' 186.

Compkzaies, jQc. (Second Schedule.)

thereof to be held on the day next,
lor, at any meeting of the company that may be held in the year
As witness my haul, this day of

in the presence of

Signed by the_said

Directors.

(25.) The number of the directors, and the names of the first directors,
slap be
determined by the subscribers of the 'Memorandum of Association.

( 26.) Until directors are appointed, the subscribers of the Memorandum
of Association
shall, for all the purposes of this Ordinance, be deemed to be directors.

Powers of Directors.

(=l i .) The business of the company shall be managed by the directors,
who may
exercise all such powers of the company as are not hereby required to be
exercised by the company in general meetinn ; but no regulation made by
tho-
company in general meeting shall invalidate guy prior act of the directors
which would have keen valid if such regulation had not been made.

Election of Directors.

(2ti.) The directors shall be elected annually by the company in general
meeting.

Business of Company.

[ Here insert ruZea as to mode in which business of insurance is to be
conducted.

Accounts.

(29.) The accounts of the company shall be audited by a committee of five
members,
to be called the Audit Committee.

(3t>.) The first Audit Committee shall be nominated by the directors out
of the body
of members.

(31.) Subsequent Audit Committees shall be nominated by the members at
the ordi-

nary general meeting in each year.

(8?.) The Audit Committee shall be supplied with a copy, of the balance
sheet, and
it shall be their duty to examine the same with the accounts and vouchers
relating thereto.

(33.) The Audit Committee shall have a list delivered to them of all
books kept by
the company, and they shall at all reasonable times have access to the
books
and accounts of the company: they may, at the expense of the company,
employ accountants or other persons to assist diem in investigating such
ac-
counts, and they may in relation to such accounts examine the directors
or any
wither officer of the company.
ORDIS ANCE No. 1 of 1865.

Companies, 8pc. (Second Schedule.)

(31.) The Audit Committee shall make a report to the members upon the
balance
sheet and accounts, and in every such report they shall state whether in
their
opinion the balance sheet is a full and fair balance sheet, containing the
particulars required by these regulations of the company, and properly
drawn
up, so as to exhibit a true and correct view of the state of the company's
affairs, and in case they have called for explanation or information from
the
director, whether such explanations or information have been given by the
directors, and whether they leave been satisfactory, and such report
shall be
read together with the report of the directors at the ordinary meeting-,

Notices.

(35.) A notice may be served by the company upon any member either
pcrsonalh,
or by sending it through the post in a prepaid letter addressed to such
member at his registered place of abode.

(36.) Any notice, if served by post, shall be deemed to have boon served
at the
time when the letter containing the same would be delivered in the
ordinary
course of the post, and in proving; such service it shall be sufficient
to prove
that the letter containing the notice was properly addressed, and put.
into
the Post Office.

Winding-up.

The company shall be wound up voluntarily whenever an extraordinary
resolution, as defined by 'The Companies Ordinance, 1865,°' is' passed,
requiring the company to be wound up voluntarily.

Names, Addresses, and Descriptions of Subscribers.

1. JOHN JONES Of
2. JOHN SMITH Of
3. THOMAS GREEN Of
4. JOHN THO-.KPBON Of
5. CALEB WHITE Of
6. ANDREW BROWN Of
7. CASAR WHITE Of

Dated the , day of

Mcrebant.

Witness to the above signatures, Nos. 2 and 7,
A.B., of Victoria.

Witness to the above signatures, Nos. 1, 3, 4, 5 and G-,
C.D., of Shangbae, Merchant.
ORDINANCE -IVTo. ' I of 1:i65.

Coyrtpanies, fc. (Second Schedule.)

FORM C.
,'tVII.3fORANDIJM AND ARTICLES OF ASSOCIATION OF A COMPANY LISfITED BL'
GUARANTEE, AND HAVING A CAPITAL DIVIDED INTO SHAKES.

11f'emorandum of Association.

Lit. The name of the company is 'The Victoria Hotel Company, Limited.'

2nd. The registered office of the company will be situate in Victoria.

3rd. The objects for which the company is established are 'the providing
hotel,-,
and conveyances for tire accommodation of visitors to Hon11gkong and
other persons
desiring such accommodation, and the doing all such other things as are
incidental or
conducive to the attainment of the above objects.'

4th. Every member of the company undertakes to cont.ributc to the assets
of the
company in the event o£ the same being wound up during the time that he
is a member,
or within one year afterwards, for payment of the debts and liabilities
of the company
contracted before the time at which 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

dollars.

WE, the several persons whose names , and addresses arc subscribed, are
desirous of
being formed into a.eompany, in pursuance of this memorandum of
association.
Names, Addresses, And Descriptions of Subscribers.

1. JOAN JONES of

2, JOHN SMITH Of
S. THOMAS GREEN Of
4. JOHN THOMPSON Of
u. CALEB WRITE Of
6. ANDREW BxowN of
7. GESAIt WHITE Of

Dated the day of

Merchant.

Witness to the above signatures, Nos. 6 and 7,
A.B., of Victoria.

Witness to the above signatures, Nos. 1, 2, 3, 4 and a,
C.D., of Shanghae, Merchant.

Articles of Association 'to accoinpa?qpreceding NEmoraazdum of
Association'.

1. The capital of the company shall consist of five hundred thousand
dollars, divided
into five thousand shares of one hundred dollars each.

2. The directors may, with the sanction of the company in general
meeting, reduce
the amount of shares.
.. .;,F

ORDINANCE, No. Vof 186.5.

Companies, -rc. (Second Schedule.)

3. The directors may, with the sanction.,. of the company in general
meeting cancel

:my shares belonging to the company.

4. All the articles of table A shall be deemed to be incorporated with
these article,
anil to apply to the company.

WE, the several persons whose names and addresses are subscribed; agree
to take the
number of shares in the capital of the company set opposite our respective
names.

Names, Addresses, and Descriptions of Subscribers.

1. JOHN JONES of
2. JOHN SMITH Of
S. THOMAS GREEN Of
4. JOHN Tiiomi-soN of
J. CALEB WHITE Of
(.>. ANDREW BROWN Of
i. CIG:SAR WHITE of

Dated this day of

Total Shares taken e

Witness to the above signatures, Nos. I and 7,
A.B., of Victoria.

Witness to the above signatures, Nos. 2, 3, 4, 5 and 6,
C.D., of Shanghae, Merchant.

1''ORDI D:

Number of Shares
taken by each
Subscriber.

200
25
30
40
15
5
10

-MEMORANDUM AND ARTICLES Oh A3$OCIATION OF AN UNLIKITEp COfIPANY,

HAVING A CAPITAL DIVIDED INTO SHARES.

Memorandum of .Association.

lst. The name of the company is 'The Patent Stereotype Company:'

1 2nd. The registered office of the' company will be situate in Victoria.

3rd. The objects for which the company is established are °1 the working
of a patent;
method of founding and: casting stereotype- plates, of which method
Joist, SMZTFi, of
London, is the sole Patentee.' .
ORDINANCE ha. 1 of 1.865.

Companies,-4,e. (Second Schedule

WE, the several persons whose names are subscribed, are desirous of being
formed
into a company, in pursuance of tlis Memorandum of Association.
Names, Addresses, and Descriptions of Subscribers.

1. JOHN JONES of
2. JOHN SMITH of
S.. THOMAS GREEN Of
4. JOHN THOMPSON Of
Jr. CALEB WHITE Of
6. ANDREW BROWN Of
7. ABEL BROWN Of
Dated this day of

Merehant.

18 .

Witness to the above signatures, Nos. 3 and i,
A.B., of Victoria.
Witness to the above signatures, Nos. 1, 2, 4, 5 and 6,
C.D., of Shanghae, Merchant.

Articles of Association to accompany tlae preceding Memorandum of
Associatiqn.

Capital of the Company.
The capital of the company is two thousand dollars, divided into twenty
shapes of
one hundred dollars each.,
Application of Table A.

All the articles of Table A in the schedule to 'The Companies Ordinance,
I8G8,'
shall be deemed to b© incorporated with these articles, and to apply to
the company.
WE, the several persons whose names and addresses are subscribed, agree
to take
the number of shares in the capital of the company, set opposite our
respective
names.

Merchant,. . . , , . . . . . , . . .

Names, Addresses, and Descriptions of Subscribers.

1. JOHN JONES of
E. JOHN SMITH Of
THOMAS GREEN of
4. JOHN THOMPSON Of
u. CALEB WHITE Of
G. ANDREW BROWN Of
7. ABEL BROWN Of

Total Shapes taken,

Dated the day of

Number of Shares
taken by
Subscribers.

Witness to the above signatures, Nos. I and 2,
A.B., of Victoria, Broker.

Witness to the above signatures, Nos. 3, 4, 5, 6 ana i,
C.D., of Shangliae, Banker.
ORDINANCE NO. 1 OF 1865.

Companies, ~c. (.Second Schedule.) 1

hoRm E.

AS REQUIRED 13Y THE SECOND PART OE T13E ORDINANCE.

SUMMARY Or CAPITAL and SHARES OE tile

day of.

COMPANY, made up to

Nominal capital $ divided into shares of each.
Number of shares taken up to the day of

There has been called up on each share $

Total amount of calls received $

Total amount of calls unpaid $ .

LIST of Persons holding shares in the

day of

Company on the

and of persons who have held shares thereon at any time

during the year immediately preceding tile, said

day of

showing their names and addresses, and an account of the shares so held.

NAMES, ADDRE39ER, AND ACCOUNT OP'
OCCUPATIONS. _SHAItEB.
Folio in ~ ___ Additional shares Shares held by
Register
Ledger ~ Shaxesheld held byexisting persons no longer Re-
contain- Chris- by existing Burin members. marks,
contain- g
ing par - Sur ' tian Address. ~ceupa- members preceding year.
oculars. name. name, tivn. on tbc.
day of Date of Number. Date of
Number. transfer. transfer.
i i
i i
i
679
Tilte. [See Ords. Nos. 2 & 3 of 1866, No. 1 of 1877, No. 14 of 1881, No. 3 of 1883, No. 30 of 1886.]
Preamble.
Short title.
Commencement of Ordinance.
Definition of insurance company.
Prohibition of partnerships exceeding certain number.
Division of Ordinance.
680
Mode of forming company.
Mode of limiting liability of members.
Memorandum of association of a company limited by shares.
681
Memorandum of association of a company limited by guarantee.
Memorandum of association of an unlimited company.
682
Signature and effect of memorandum of association.
Power of certain companies to alter memorandumof association.
Power of certain companies to change name.
Regulations to be prescribed by articles of association.
683
Application of table A.
Signature, and effect f articles association.
Registration of memorandum of
684
association and article of association with fees as in table B.
Effect of registration.
Copies of memorandum and articles to be given to members.
685
Prohibition against identity of names in companies.
Nature of interest in company.
Definition of 'Member.'
686
Transfer by personal representative.
Register of members.
Annual of members.
687
Penalty o company, &c., not keeping a proper register.
Company to give notice of consolidation or of conversion of capital into stock.
Effect fo conversion of shares into stock.
Entry of trusts on register.
688
Certificate of shares or stock.
Inspection of register.
Power to close register.
Notice of increase of capital and of members to be given to Registrar.
689
Remedy for improper entry or omission of entry in register.
Notice to Registrar of rectification of register.
Register to be evidence.
690
Liability of present and past members of company.
691 Proviso as to banking company.
Registered office of company.
Notice of situation of registered office.
Publication of name by a limited company.
692
Penalties on non-publication of name.
Register of mortgages.
693
Certian companies to publish statement entered in schedule.
List of directors to be sent to Registrar.
Penalty on company not keeping register of directors.
694
Promissory notes and bills of exchange.
Prohibition against carrying on business with less than seven members.
General meeting of company.
Power to alter regulation by special resolution.
695
Definition of special resolution.
Provision where no regulations as to meetings.
Registry of special resolutions.
696
Copies of special resolutions.
Execution of deeds abroad.
Examination of affairs of company by inspectors.
697
Application for inspection to be suppprted by evidence.
Inspection of books.
Result of examination how dealt with.
Power of company to appoint inspectors.
698
Report of inspectors to be evidence.
Service of notices on company.
Rules as to notices by letter.
Authentication of notices to company.
Recovery of penalties.
Application of penalties.
699
Evidence of proceedings at meetings.
Provision as to costs in actions brought by certain limited companies.
Declaration in action against members.
The Governor may alter forms in schedule.
700
Power for companies to refer matters to arbitration.
Provisions of the Imperial Act 22 and 23 Vict. c. 59, to apply.
Meaning of contributory.
701
Nature of liability of contributory.
Contributories in case of death.
Contributories in case of bankruptcy.
Contributories in case of marriage.
Circumstances under which company may be wound up by Court.
702
Company when deemed unable to pay its debts.
Application for winding-up to be made by petition.
703
Power of Court.
Commencement of winding-up by Court.
Court may grant injunction.
Course to be pursued by Court on hearing petition.
Actions and suits to be stayed after order for winding-up.
Copy of order to be forwarded to Registrar.
Power of Court ot stay proceedings.
Effect of order on share capital of company limited by guarantee.
704
Court may have regard to wishes of creditors or contributories.
Appointment of Official Liquidator.
Resignations, removals, filing up vacancies, and compensation.
Style and duties of Official Liquidator.
705
Powers of Official Liquidator.
706
Discretion of Official Liquidator.
Appointment of solicitor to Officical Liquidator.
Collection and application of assets.
Provision as to representative contributories.
Power of Court to require delivery of property.
707
Power of Court to order payment of debts by contributory.
Power of Court to make calls.
Power of Court to order payment into bank.
Regulation of account with Court.
708
Provision in case of representative of a contributory not paying monies ordered.
Order conclusive evidence.
Court may exclude creditors not proving within certain time.
Court to adjust rights of contributories.
Court to order costs.
Dissolution fo company.
709
Registrar to make minute of dissolution of company.
Penalty on not reporting dissolution of company.
Petition to be lis pendens.
Power of Court ot summon perosns before it suspected of having property of company.
Examination of parties by Court.
710
Power to arrest contributory about to abscond, or to remove or conceal any of his property.
Powers of Court cumulative.
Power to enforce orders.
Affidavits, declarations, &c., before whom to be sworn to be available.
711
Circumstances under which company may be wound up voluntarily.
Commencement of voluntary winding-up.
Effect of voluntary winding-up on status of company.
712
Notice of resolution to wind-up voluntarily.
Consequence of voluntary winding-up.
713
Effect of winding-up on share capital of company limited by guarantee.
Power of company to delegate authority to appoint liquidators.
Arrangement when binding on creditors.
714
Power of creditor or contributory to appeal.
Power for liquidators or contributories in voluntary winding-up to apply to Court.
Power of liquidators to call general meeting.
Power to fill up vacancy in liquidators.
715
Power of Court to appoint liquidators.
Liquidators on conclusion of winding-up to make up an account.
Liquidators to report meeting to Registrar.
Costs of voluntary liquidation.
Saving of rights of creditors.
Power of Court to adopt proceedings of voluntary winding-up.
716
Power of Court, on applocation, to direct winding-up, subject to supervision.
Court may have regard to wishes of creditors.
Power to Court to appoint additional liquidators in winding-up subject to supervision.
717
Effect of order of Court for winding-up subject to supervision.
Appointment in certain cases of voluntary liquidators to office of Offical Liquidators.
Dispositions after the commencement of the winding-up avoided.
The books of the company to be prima facie evidence.
718
As to disposal of books, accounts, and documents of the company.
Inspection of books.
Power of assignee to sue.
Debts of all descriptions to be proved.
General scheme of liquidation may be sanctioned.
719
Power to compromise.
Power to liquidators to accept shares, &c., as a consideration for sale of property of company.
720
Mode of determining price.
Certain attachments, and executions to be void.
Fraudulent preference.
721
Power of Court to assess damages against delinquent directors and officers.
Penalty on falsification of books.
Prosecution of delinquent directors in
722
the case of winding up by Court.
Prosecution of delinquent direction, &c., in case of voluntary winding-up.
Penalty of perjury.
Power of the Chief Justice to make rules.
Constitution of registration office.
723
Repeal of Ordinances.

679
Tilte. [See Ords. Nos. 2 & 3 of 1866, No. 1 of 1877, No. 14 of 1881, No. 3 of 1883, No. 30 of 1886.]
Preamble.
Short title.
Commencement of Ordinance.
Definition of insurance company.
Prohibition of partnerships exceeding certain number.
Division of Ordinance.
680
Mode of forming company.
Mode of limiting liability of members.
Memorandum of association of a company limited by shares.
681
Memorandum of association of a company limited by guarantee.
Memorandum of association of an unlimited company.
682
Signature and effect of memorandum of association.
Power of certain companies to alter memorandumof association.
Power of certain companies to change name.
Regulations to be prescribed by articles of association.
683
Application of table A.
Signature, and effect f articles association.
Registration of memorandum of
684
association and article of association with fees as in table B.
Effect of registration.
Copies of memorandum and articles to be given to members.
685
Prohibition against identity of names in companies.
Nature of interest in company.
Definition of 'Member.'
686
Transfer by personal representative.
Register of members.
Annual of members.
687
Penalty o company, &c., not keeping a proper register.
Company to give notice of consolidation or of conversion of capital into stock.
Effect fo conversion of shares into stock.
Entry of trusts on register.
688
Certificate of shares or stock.
Inspection of register.
Power to close register.
Notice of increase of capital and of members to be given to Registrar.
689
Remedy for improper entry or omission of entry in register.
Notice to Registrar of rectification of register.
Register to be evidence.
690
Liability of present and past members of company.
691 Proviso as to banking company.
Registered office of company.
Notice of situation of registered office.
Publication of name by a limited company.
692
Penalties on non-publication of name.
Register of mortgages.
693
Certian companies to publish statement entered in schedule.
List of directors to be sent to Registrar.
Penalty on company not keeping register of directors.
694
Promissory notes and bills of exchange.
Prohibition against carrying on business with less than seven members.
General meeting of company.
Power to alter regulation by special resolution.
695
Definition of special resolution.
Provision where no regulations as to meetings.
Registry of special resolutions.
696
Copies of special resolutions.
Execution of deeds abroad.
Examination of affairs of company by inspectors.
697
Application for inspection to be suppprted by evidence.
Inspection of books.
Result of examination how dealt with.
Power of company to appoint inspectors.
698
Report of inspectors to be evidence.
Service of notices on company.
Rules as to notices by letter.
Authentication of notices to company.
Recovery of penalties.
Application of penalties.
699
Evidence of proceedings at meetings.
Provision as to costs in actions brought by certain limited companies.
Declaration in action against members.
The Governor may alter forms in schedule.
700
Power for companies to refer matters to arbitration.
Provisions of the Imperial Act 22 and 23 Vict. c. 59, to apply.
Meaning of contributory.
701
Nature of liability of contributory.
Contributories in case of death.
Contributories in case of bankruptcy.
Contributories in case of marriage.
Circumstances under which company may be wound up by Court.
702
Company when deemed unable to pay its debts.
Application for winding-up to be made by petition.
703
Power of Court.
Commencement of winding-up by Court.
Court may grant injunction.
Course to be pursued by Court on hearing petition.
Actions and suits to be stayed after order for winding-up.
Copy of order to be forwarded to Registrar.
Power of Court ot stay proceedings.
Effect of order on share capital of company limited by guarantee.
704
Court may have regard to wishes of creditors or contributories.
Appointment of Official Liquidator.
Resignations, removals, filing up vacancies, and compensation.
Style and duties of Official Liquidator.
705
Powers of Official Liquidator.
706
Discretion of Official Liquidator.
Appointment of solicitor to Officical Liquidator.
Collection and application of assets.
Provision as to representative contributories.
Power of Court to require delivery of property.
707
Power of Court to order payment of debts by contributory.
Power of Court to make calls.
Power of Court to order payment into bank.
Regulation of account with Court.
708
Provision in case of representative of a contributory not paying monies ordered.
Order conclusive evidence.
Court may exclude creditors not proving within certain time.
Court to adjust rights of contributories.
Court to order costs.
Dissolution fo company.
709
Registrar to make minute of dissolution of company.
Penalty on not reporting dissolution of company.
Petition to be lis pendens.
Power of Court ot summon perosns before it suspected of having property of company.
Examination of parties by Court.
710
Power to arrest contributory about to abscond, or to remove or conceal any of his property.
Powers of Court cumulative.
Power to enforce orders.
Affidavits, declarations, &c., before whom to be sworn to be available.
711
Circumstances under which company may be wound up voluntarily.
Commencement of voluntary winding-up.
Effect of voluntary winding-up on status of company.
712
Notice of resolution to wind-up voluntarily.
Consequence of voluntary winding-up.
713
Effect of winding-up on share capital of company limited by guarantee.
Power of company to delegate authority to appoint liquidators.
Arrangement when binding on creditors.
714
Power of creditor or contributory to appeal.
Power for liquidators or contributories in voluntary winding-up to apply to Court.
Power of liquidators to call general meeting.
Power to fill up vacancy in liquidators.
715
Power of Court to appoint liquidators.
Liquidators on conclusion of winding-up to make up an account.
Liquidators to report meeting to Registrar.
Costs of voluntary liquidation.
Saving of rights of creditors.
Power of Court to adopt proceedings of voluntary winding-up.
716
Power of Court, on applocation, to direct winding-up, subject to supervision.
Court may have regard to wishes of creditors.
Power to Court to appoint additional liquidators in winding-up subject to supervision.
717
Effect of order of Court for winding-up subject to supervision.
Appointment in certain cases of voluntary liquidators to office of Offical Liquidators.
Dispositions after the commencement of the winding-up avoided.
The books of the company to be prima facie evidence.
718
As to disposal of books, accounts, and documents of the company.
Inspection of books.
Power of assignee to sue.
Debts of all descriptions to be proved.
General scheme of liquidation may be sanctioned.
719
Power to compromise.
Power to liquidators to accept shares, &c., as a consideration for sale of property of company.
720
Mode of determining price.
Certain attachments, and executions to be void.
Fraudulent preference.
721
Power of Court to assess damages against delinquent directors and officers.
Penalty on falsification of books.
Prosecution of delinquent directors in
722
the case of winding up by Court.
Prosecution of delinquent direction, &c., in case of voluntary winding-up.
Penalty of perjury.
Power of the Chief Justice to make rules.
Constitution of registration office.
723
Repeal of Ordinances.

https://oelawhk.lib.hku.hk/items/show/201

1890

v2

No. 1 of 1865

69