COMPANIES (CESSATION OF EMERGENCY STATUS) ORDINANCE

COMPANIES (CESSATION OF EMERGENCY STATUS) ORDINANCE

CHAPTER 248.

COMPANIES
(CESSATION OF EMERGENCY STATUS).

To make provision for the cessation of the emergency stattis
attaching to certain companies registered under the Com-
panics Ordinance, (Chapter 32 of the Revised Edition)
or incorporated under any other Ordinance of 1he
Colony.

[20th June, 1947.]

1. This Ordinance may be cited as the Companies
(Cessation of Emergency Status) Ordinance.

2. This Ordinance shall be construed as one with the
Companies Ordinance, (which Ordinance is hereinafter
referred to as the principal Ordinance) and any arnencirnent
thereof for the time being in force.

PART I.

3. This Part of this Ordinance shall apply to any
company registered prior to the 25th day of December, 1941,
under the principal Ordinance or incorporated under any
other Ordinance of the Colony and which prior to such date
had transferred its registered or head office from the Colony
to some other part of the Commonwealth pursuant to the
provisions of the Defence (Companies Temporary Transfer
of Registered or Head Office) Regulations, 1941, and which
has not been registered in some territory within the
Commonwealth in accordance with the laws or regulations
of that territory for the time being in force.

4. It shall be lawful for any company to which this
Part of this Ordinance applies to pass a resolution by its
board of directors authorizing the return of its registered
or head office to the Colony from from such other part of the
Commonwealth in which the registered or head office of the
company has been established.

5. The resolution referred to in section 4 shall be filed
with the Registrnr of Companies who, when satisfied thar





the registered or head office has been re-established in the
Colon), and that the company is maintaining there its
register of members, of charges and of directors or mana-
gers, shall issue a certificate that the company has complied
with the requirements of this Part of this Ordinance and
such certificate shall be conclusive evidence thereof.

6. From and after the issue of the certificate referred
to in section 5-
(a)the provisions of the principal Ordinance, shall
apply to any company registered tinder it in the
same manner as if the company's registered or head
office had riot been established outside the Colony
but without prejudice to the validity of any act or
thing done by the company during such time as its
registered or head office was established elsewhere
pursuant to the modifications of the principal
Ordinance, set out in the Schedule to the Defence
(Companies Temporary Transfer of Regis(ered or
Head Office) Regulations, 1941 ;
(b),the provisions of any other Ordinance relating to
any other company shall apply to such company
but without such modifications (if any) as the
Governor may have directed pursuant to the
provisions of regulation 5 (b) of the Defence
(Companies Temporary Transfer of Registered or
Head Office) Regulations, 1941, but without
prejudice to the validity of any act or thing done
pursuant to such modifications whilst the com-
pany's registered or head office was established
elsewhere.

7. It shall be competent for the Governor at any time
to specify by notification in the Gazetle a date within six
months of which ever y compan ' y corning within this Part of
this Ordinance shall, unless exempted frorri compliance by
the Governor, comply with the provisions of this part of this
Ordinance and any company which is required to comply
with the provisions oF this Part of this Ordinance by virtue
of such notification and. the provisions of this section and
,,~.,h,ch fails so to comply shall cease to exist as a company
at the end of the aforesaid period of six months and sha!',
thereupon be deemed to have been dissolved.





PART II.

8. This Part of this Ordinance shall apply to any
company registered under the principal Ordinance which,
prior to the 25th day of December, 1941, had a registered
office in the Colony or was prior to such date incorporated
under any other Ordinance of the Colony and which in
either case, pursuant to the provisions of the Defence
(Companies) Regulations, 1940, of the United Kingdom or
pursuant to any laws or regulations in force in any other
territory within the Commonwealth, becarne after the 25th
day of December, 1941, registered as a company either in
the United Kingdom or some other territory as aforesaid
under the law or regulations for the time being in force
in such place relating to companies and which has riot been
wound-up or is not ill the process of being wound-up.

9. (1) The Government oil being satisfied-
a)that a resolution of the Board of Directors lias
been passed authorizing the re-registration of an.y
company to which this Part of this Ordinance
applies as a company under the principal
Ordinance or its re-establishment as a company
incorporated under any other Ordinance of the
Colony; and either
(b)that provision has been made or will be made
whereby upon re-registration of the company as a
company tinder tile principal Ordinance or upon
re-establishment as a company incorporated under
any other Ordinance of the Colony that the com-
pany will cease to be registered under the laws ol
regulations relating to companies having effect in
any other part of the Commonwealth; or
(c)that the company has been served with a notice
by the appropriate authority in such other part of
the Commonwealth that such company shall cease
to be so registered at the expiration of such period
as is specified ill such notice,
may by order direct that the company shall be re-registed
as a company under the principal Ordinance or in the case
of a company incorporated under any Ordinance of the
Colony other than the principal Ordinance order that the
company be re-established as a company incorporated under
such Ordinance.






(2) In any case coming under paragraph (b) of sub-
section (1) such order of the Governor shall in the case
of provision already having been made for the company to
cease to be registered elsewhere in the Commonwealth upon
re-registration or re-establishment in Hong Kong, take
effect as from the date upon which such order of the
Governor is made, and in any case in which no such
provision has been made at the date of the order such order
shall take effect as from the making of the requisite
provision elsewhere in the Commonwealth.

(3) In any case coming under paragraph (c) of sub-
section (1), such order shall take effect from the date upon
which the said company ceases to be registered in such
other part of the Commonwealth unless in the meantime
such notice shall have been rescinded or withdrawn and
provision made in manner mentioned in paragraph (b) of
subsection (i) in which case the order of the Governor shall
take effect in nianner provided for in subsection (2).

(4) Except in so far as any order made by the Govemor
pursuant to the provisions of this section specifies to the
contrary, any modification, adaptation or exclusion of any
of the provisions of the memorandum and articles of the
company effected by any order regulation or enactment made
in any place within the Commonwealth other than Flong
Kong in which the company was or has been for the tlille.
being registered (and not being an amendment of the
articles of the company effected by a special resolution of
the company) shall, upon the order of the Governor being
made pursuant to the provisions of subsection (1), be
rescinded and revoked to tfie intent that the memorandum
and articles of the company shall be restored (with the
exception aforesaid) to their former state immediately
prior to the registration of the company in such other part
of the Commonwealth.

(5) Any order of the Governor re-registering or re-
establishing any company pursuant to this section, illay,
if the Governor thinks fit, in relation to the conipany to
which such order refers-
(a)modify, adapt or exclude any of the provisions of
the principal Ordinance btit any Such modification,
adaptation or exclusion shall not have effect for any





longer period than twelve months from the date ol
such order;
(b)modify, adapt or exclude in any manner other
than that provided for by subsection (4) any
provision of the memorandum and articles of the
company as in force immediately prior to the mak-
ing of the order;
(c)modify, adapt or exclude any of the provisions of
any other Ordinance or instrument as then in force
regulating the constitution or functions of the
company : Provided that any modification, adapta-
tion or exclusion of any of the provisions of any
other Ordinance as aforesaid shall not have effect
for any longer period than twelve months from
the date of the making of such order;
(d)contain such other transitional provisions as
appear to the Governor to be necessary or
expedient for enabling the company to re-register
under the principal Ordinance or to re-establish
itself as a company tinder any other Ordinance of
the Colony or generally for the purposes of carrying,
on or re-commencing business;
(e)contain such incidental supplemental and con-
sequential provisions as appear to the Governor to
be necessary or expedient for the purposes of the
order.

10. Except in so far as an order otherwise provides
such company shall from and after the date of such order
be for all purposes a company incorporated under the prin-
cipal Ordinance, or in the case of a company incorporated
under any other Ordinance of the Colony, then under such
Ordinance, but without prejudice to the validity of any act
or thing done prior to the date of such order of the
Governor.

PART III.

11. It shall be competent for the Governor to make
rules for regulating the manner (including the imposition,
collection and payment of fees) in which the provisions of
this Ordinance shall be carried into effect. Without pre-
judice to the generality of the foregoing, the Governor mas.





if he thinks fit make provision by such rules for the alteration
of the currency of the capital of the company where such
currency has been changed pursuant to the laws or regula-
tions in force in any other part of the Commonwealth.

12. It shall be competent for the Governor in any case
in which he thinks expedient, upon such terms as he may
consider fit, by order to exempt any coinpany from com-
pliance with all or any of the provisions or requirements of
this Ordinance or to grant any extensions of time for
compliance herewith or to modify the provisions of this
Ordinance in their application to any company or class of
companies.
29 of 1947. Short title. Construction . (Cap. 32.) Application of part I. G.N. 32/41. Resolution of board of directors to return registered or head office to Hong Kong. Registrar to file resolution and issue certificate. Effect of issue of certificate. Compliance obligatory after notification by the Governor. Application of Part II. S. R. & O. 1940, No. 1213. Re-registration of a Hong Kong Company. [s. 9 cont.] Effect of re-registration. Power to make rules. Power of Governor to grant exemptions.

29 of 1947. Short title. Construction . (Cap. 32.) Application of part I. G.N. 32/41. Resolution of board of directors to return registered or head office to Hong Kong. Registrar to file resolution and issue certificate. Effect of issue of certificate. Compliance obligatory after notification by the Governor. Application of Part II. S. R. & O. 1940, No. 1213. Re-registration of a Hong Kong Company. [s. 9 cont.] Effect of re-registration. Power to make rules. Power of Governor to grant exemptions.

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