COMPANIES ORDINANCE

COMPANIES ORDINANCE

CHAPTER 32.

THE COMPANIES ORDINANCE.

ARRANGEMENT OF SECTIONS.
Section .............................. Page

1 Short title............................. ... ... ... ... ... 16

2 Interpretation ......................... ... ... ... 16

3 Application............................. ... ... ... ... ... 17

PART I.-INCORPORATION OF COMPANIES
AND
MATTERS INCIDENTAL THERETO.

4-8....................Memorandum of association ... ... ... ... ... ... 17-19

9-13.................Articles of association ... ... ... ... ... ... ... 21-22

14 Form of memorandum and articles......... ... ... ... 22

15-19.........Registration ................ ... ... ... ... ... .... ... 22-24

20-22 Provisions with respect to names of companies ... ... 24-26

23-27 General provisions regarding ding mernorandum and articles ... 27-28

28 Membership of company ................. ... ... ... 28

29-30.............Private companies ......... ... ... ... ... ... 28-29

31 Reduction of number of members below legal minimum 30

32-35............Contracts, etc. ............. ... ... ... ... ... ... 30-31

36 Authentication of documents ........... ... ... ... ... 32

PART II-SHARE CAPITAL AND DEBENTURES.

37-41.........Prospectus .................. ... ... ... ... ... 32-36
42-45.........Allotment ................... ... . ... ... ... 37-39

46-48...................Commissions and discounts ... ... ... ... ... ... 41-42
49-50 Issue of redeemable preference shares and shares at dis-

count ................................. ... ... ... 43-44

51-57 Miscellaneous provisions as to share capital ... ... ... 45-48

58-63...................Reduction of share capital ... ... ... ... ... ... 49-52
64 Variation of shareholders' rights ... ... ... ... 53

65-74 Transfer of shares and debentures, evidence of title, etc. 54-56

75-79........................Special provisions as to debentures ... ... ... ... 56-59

PART III-REGISTRATION OF CHARGES.

80-87........................Registration of charges with Registrar ... 60-65
88-90 Provisions as to company's register of charges and as to

instruments creating charges ....... ... ... ... ... 66







91 Application of Part III to companies incorporated outside

the Colony........................ ... ... ... ... ... 67





PART IV.-MANAGEMENT AND ADMINISTRATION.
Section................................. Page

92-93...................Registered office and name ... ... ... ... ... ... 67

94 Restrictions on commencement of business ... ... ... 69

95-102.............Register of members .... ... ... ... ... ... ... ... 71-75

103-106...............Local or branch registers ... ... ... ... ... ... ... 75-78

107-110..........Annual return ......... ... ... ... ... ... ... ... 78-81

111-120...............Meetings and proceedings ... ... ... ... ... ... ... 81-89

121-133............Accounts and audit ..... ... ... ... ... ... ... ... 89-101

134-137........Inspection .............. ... ... ... ... ... ... ... 102-104

138-149...............Directors and managers ... ... ... ... ... ... ... 105-112

150 Avoidance of provisions in articles or contracts relieving

officers from liability ........... ... ... ... ... ... 113

151-153....................Arrangements and reconstructions ... ... ... ... ... 113-116

PART V.-WINGING UP.

(i) Preliminary.

154 Modes of winding up ................ ... ... ... ... ... 11 7

155-160..........Contributories ........... ... ... ... ... ... ... ... 117-120

(ii) Winding Up by the Court.

161 Jurisdiction ....................... ... ... ... ... 120

162-163 Cases in which company may be wound up by court ... 121

164-168 Petition for winding up and effects thereof ... ... ... 121-124

169 Commencement of winding up ......... ... ... ... ... 124

170-172....................Consequences of winding-up order ... ... ... ... ... 124
173-176....................Official Receiver in winding up ... ... ... ... ... 125-127

177-190........Liquidators ................ ... ... ... ... ... ... ... 127-134

191T193...............Committees of inspection ... 135-137

194-212 General powers of court in case of winding up by court 137-144

(iii) Voluntary Winding Up.

213-215 Resolutions for, and commencement of voluntary winding

up ............................. ... ... ... ... ... 144-145

216-217......................Consequences of voluntary winding up ... ... ... ...
145

218 Declaration of solvency ............... ... ... ... ... 145







219-224 Provisions applicable to a members' voluntary winding up 146-148
225-233 Provisions applicable to a creditors' voluntary winding up 149-152
234-242 Provisions applicable to every voluntary winding up 153-155
243-247 (iv) Winding Up subject to Supervision of Court. 156

(v) Provisions applicable to, every Mode of Winding Up.

248-250.................Proof and ranking of claims ... ... ... ... ... ... 157-158

251-255 Effect of winding up on antecedent and other transactions 159-163
256-262 Offences antecedent to or in course of winding up 164-171

263-211 Supplementary provisions as to winding up ... ... ... 173-176
272-274 Supplementary powers of court ... ... ... ... ... ... 176-177
275-277 Provisions as to dissolution ... ... ... ... ... ... ... 177-180
278-280 Central accounts ... ... ... ... ... ... ... ... ... ... 180-181
281 Rules and fees ... ... ... ... ... ... ... ... ... ... 181





Section PART VI. Page

R82-287...............Receivers and managers ... ... ... ... ... ... ... 182-183

PART VII.

288-291 General provisions as to registration ... ... ... ... ... 184-185

PART VIII.

292-294 Application of Ordinance to companies formed or registered

under former Ordinances ................ ... ... 186-187

PART IX.

295-310 Companies not formed under this Ordinance authorized

to register under this Ordinance ... ... ... 187-194

PART X.

311-316 Winding up of unregistered companies ... ... ... 194-197

PART XI.

317-326 Companies incorporated outside the Colony carrying on

business within the Colony .... ... ... ... ... 197-200

PART XII.

327-329....................Restrictions on the sale of shares ... ... ... ... ... 201-204

PART XIII-MISCELLANEOUS.

330 Prohibition of partnerships with more than twenty members 207

331-333.................Provisions relating to banks ... ... ... ... ... ... 207-208

334-335.............Miscellaneous offences ... ... ... ... ... ... ... ... 208-209

336-340....................General provisions as to offences ... ... ... ... ... 209-210

341-344...........................Service of documents and legal proceedings ... ... 211-212

345 General provisions as to alteration of tables, forms and fees 212

PART XIV.

346-349.....Savings .................... ... ... ... ... ... .... ... 213-214

SCHEDULES.

First Schedule-Tables A to E ...... ... ... ... ... 214-237

Second Schedule-Form of licence to hold lands ... 237

Third Schedule-Statement in lieu of prospectus by private

company ........................ ... ... ... ... 238

Fourth Schedule-Matters required to be stated in pros-

pectus .......................... ... ... ... ... 240







Fifth Schedule-Statement in lieu of prospectus in certain

other cases ............ .. ... 243

Sixth Schedule-Annual return by company having share

capital ............................ ... 245

Seventh Schedule-Statement to be published by banking

companies, etc . ................... ... ... ... ... 250

Eighth Schedule-Certain matters not affecting winding up

by court .......................... ... ... ... ... 250
Ninth Schedule-Fees ............. 251

Tenth Schedule-Statement of matters affecting offences

under s.334..................... ... ... ... ... ... ... 252





CHAPTER 32.

COMPANIES.

To consolidate and amend the law relating to companies.

[1st July, 1933.]

1. This Ordinance may be cited as the Companies

Ordinance.

Interpretation.

2. (1) In this Ordinance-

'annual return' means the return required to be made, in the case of a
company having a share capital, under section 107, and, in the
case of a company not having a share capital, under section 108;

'articles' means the articles of association of a company, as
originally framed or as altered by special resolution,
including, so far as they apply to the company, the
regulations contained in Table A in the First Schedule
annexed to the Companies Ordinance, 1865, or in that
table as altered in pursuance of powers given under that
Ordinance, or in Table A in the First Schedule to the
Companies Ordinance, 1911, or in that table as altered in
pursuance of section 117 of the last mentioned
Ordinance, or in Table A in the First Schedule to this
Ordinance;

'book and paper' and 'book or paper' include accounts, deeds,
writings, and documents;

'company' means a company formed and registered under this
Ordinance or an existing company;

'court' used in relation to a company means the court having
jurisdiction to wind up the company;

'debenture' includes debenture stock, bonds and any other securities
of a company whether constituting a charge on the assets of the
company or not;

'director' includes any person occupying the position of director by
whatever name called;

'document' includes summons, notice, order, and other legal process,
and registers;





'existing company' means a company formed and registered under
the Companies Ordinance, 1865, or the Companies Ordinance 1911;

'general rules' means general rules made under section 281 and
includes forms;

'memorandum' means the memorandum of association of a company,
as originally framed or as altered in pursuance of any enactment;

'prescribed' means as respects the provisions of this Ordinance
relating to the winding-up of companies, prescribed by general
rules, and as respects the other provisions of this Ordinance,
prescribed by the Governor in Council;

'prospectus' means any prospectus notice, circular, adver-
tisement, or other invitation, offering to the public for
subscription or purchase any shares or debentures of a
company;

'Registrar' means the registrar or other officer performing under this
Ordinance the duty of registration of companies;

'share' means share in the share capital of a company, and includes
stock except where a distinction between stock and shares is
expressed or implied;

'Table A' means Table A in the First Schedule.

(2) A person shall not be deemed to be within the mean-

ing of any provision in this Ordinance a person in accordance
with whose directions or instructions the directors of a com-
pary are accustomed to act, by reason only that the directors
of the company act on advice given by him in a Professional
capacity. [348

3. This Ordinance applies to every company registered

in this Colony, whether such company be registered before or
after the commencement of this Ordinance irrespective of the
place or places where the business of such company may be

carried on. [2

PART I.

INCORPORATION OF COMPANIES AND
MATTERS
INCIDENTAL THERETO.

Memorandum of Association.

4. (1) Any seven or more persons, or, where the

company to be formed will be a private company, any two





or more persons, associated for any lawful purpose may, by
subscribing their names to a memorandum of association (which must
be printed in the English language) and otherwise complying with the
requirements of this Ordinance in respect of registration, form an
incorporated company with or without limited liability.

(2) Such a company may be either-

(a)a company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares
respectively held by them (in this Ordinance termed a
company limited by shares); or

(b)a company having the liability of its members limited by the
memorandum to such amount as the members may
respectively thereby undertake to contribute to the assets of
the company in the event of its being wound up (in this
Ordinance termed a company limited by guarantee); or

(c) a company not having any limit on the liability of
its members (in this Ordinance termed an unlimited
company). [3

5. (1) The memorandum of every company must state-

(a)the name of the company, with 'Limited' as the last word of
the name in the case of a company limited by shares or by
guarantee;

(b) the objects of the company.

(2) The memorandum of a company limited by shares or by
guarantee must also state that the liability of its members is limited.

(3) The memorandum of a company limited by guarantee must also
state that each member undertakes to contribute to the assets of the
company in the event of its being wound up while he is a member, or
within one year after he ceases to be a member, for payment of the
debts and liabilities of the company contracted before he ceases to be a
member, and of the costs, charges, and expenses of winding up, and for
adjustment of the rights of the contributories among themselves, such
amount as may be required, not exceeding a specified amount.





(4) In the case of a company having a share capital-

(a)the memorandum must also, unless the company is an
unlimited company, state the amount of share capital with
which the company proposes to be registered and the division
thereof into shares of a fixed amount;

(b)no subscriber of the memorandum may take less than one
share;

(c) each subscriber must write opposite to his name the
number of shares he takes. [4

6. The memorandum must bear the same stamp as if it were a deed,
and must be signed by each subscriber in the presence of at least one
witness who must attest the signature.

[5

7. A company may not alter the conditions contained

in its memorandum except in the cases, in the mode and to
the extent for which express provision is made in this
Ordinance. [6

8. (1) Subject to the provisions of this section, a company may, by
special resolution, alter the provisions of its memorandum with respect
to the objects of the company, so far as may be required to enable it

(a)to carry on its business more economically or more efficiently;
or

(b)to attain its main purpose by new or improved means; or

(c)to enlarge or change the local area of its operations; or

(d)to carry on some business which under existing
circumstances may conveniently or advantageously be
combined with the business of the company; or

(e)to restrict or abandon any of the objects specified in the
memorandum; or

to sell or dispose of the whole or any part of the undertaking
of the company; or

(g)to amalgamate with any other company or body of persons.

(2) The alteration shall not take effect until, and except in so far as,
it is confirmed on petition by the court.





(3) Before confirming the alteration the court must be satisfied

(a)that sufficient notice has been given to every holder of
debentures of the company, and to any persons or class of
persons whose interests will, in the opinion of the court, be
affected by the alteration; and

(b)that, with respect to every creditor who in the opinion of the
court is entitled to object and who signifies his objection in
manner directed by the court, either his consent to the
alteration has been obtained or his debt or claim has been
discharged or has determined, or has been secured to the
satisfaction of the court :

Provided that the court may, in the case of any person or class,
for special reasons, dispense with the notice required by this section.

(4) The court may make an order confirming the alteration either
wholly or in part, and on such terms and conditions as it thinks fit.

(5) The court shall, in exercising its discretion under this section,
have regard to the rights and interests of the members of the company,
or of any class of them, as well as to the rights and interests of the
creditors, and may, if it thinks fit, adjourn the proceedings in order that
an arrangement may be made to the satisfaction of the court for the
purchase of the interests of dissentient members, and may give such
directions and make such orders as it may think expedient for
facilitating or carrying into effect any such arrangement : Provided that
no part of the capital of the company shall be expended in any such
purchase.

(6) An office copy of the order confirming the alteration, together
with a printed copy of the memorandum as altered, shall, within fifteen
days from the date of the order, be delivered by the company to the
Registrar and he shall register the copy so delivered and shall certify
the registration under his hand, and the certificate shall be conclusive
evidence that all the requirements of this Ordinance with respect to the
alteration and the confirmation thereof have been complied with, and
thenceforth the memorandum as so altered shall be the memorandum of
the company. The court





may by order at any time extend the time for the delivery of documents
to the Registrar under this section for such period as the court may
think proper.

(7) If a company makes default in delivering to the
Registrar any document required by this section to be
delivered to him, the company shall be liable to a fine of
one hundred dollars for every day during which the default
continues. [7

Articles of Association.

9. There may in the case of a company limited by shares, and there
shall in the case of a company limited by guarantee or unlimited, be
registered with the memorandum and articles of association, signed by
the subscribers to the memorandum and prescribing regulations for the
company.

10. (1) In the case of an unlimited company the articles, if the
company has a share capital, must state the amount of share capital
with which the complny proposes to be registered.

(2) In the case of an unlimited company or a company limited by
guarantee, the articles, if the company has not a share capital, must
state the number of members with which the company proposes to be
registered.

(3) Where a company not having a share capital has
increased the number of its members beyond the registered
number, it shall, within fifteen days after the increase was
resolved on or took place, give to the Registrar notice of the
increase, and the Registrar shall record the increase. If
default is made in complying with this subsection, the com-
pany and every officer of the company who is in default shall
be liable to a default fine. [9

11. (1) Articles of association may adopt all or any of the
regulations contained in Table A.

(2) In the case of a company limited by shares and registered after
the commencement of this Ordinance, if articles are not registered, or, if
articles are registered, in so far as the articles do not exclude or modify
the regulations contained in Table A, those regulations shall, so far as





applicable, be the regulations of the company in the same
manner and to the same extent as if they were contained in
duly registered articles. [10

12. Articles must-

(a) be printed in the English language;

(b) be divided into paragaphs numbered consecutively;

(c)bear the same stamp as if they were contained in a deed ;

(d) be signed by each subscriber of the memorandum of
association in the presence of at least one witness
who must attest the signature. [11

13. (1) Subject to the provisions of this Ordinance and to the
conditions contained in its memorandum, a company may by special
resolution alter or add to its articles.

(2) Any alteration or addition so made in the articles
shall, subject to the provisions of this Ordinance, be as
valid as if originally contained therein, and be subject in like
manner to alteration by special resolution. [12

Form of Memorandum and Articles.

14. The form of-

(a)the memorandum of association of a company limited by
shares;

(b)the memorandum and articles of association of a company
limited by guarantee and not having a share capital;

(c)the memorandum and articles of association of a company
limited by guarantee and having a share capital ;

(d)the memorandum and articles of association of an unlimited
company having a share capital;

shall be respectively in accordance with the forms set out in
Tables B, C, D and E in the First Schedule, or as near
thereto as circumstances admit. [13

Registration.

15. The memorandum and the articles, if any, shall be delivered to
the Registrar and the Registrar shall retain and

register them. [14





16. (1) On the registration of the memorandum of a company the
Registrar shall certify under his hand that the company is incorporated
and, in the case of a limited company, that the company is limited.

(2) From the date of incorporation mentioned in the
certificate of incorporation, the subscribers of the memoran-
dum, together with such other persons as may from time to
time become members of the company, shall be a body
corporate by the name contained in the memorandum, capable
forthwith of exercising all the functions of an incorporated
company, and having perpetual succession and a common
seal, but with such liability on the part of the members to
contribute to the assets of the company in the event of its
being wound up as is mentioned in this Ordinance. [15

17. (1) A company incorporated under this Ordinance shall have
power to hold lands : Provided that a company formed for the purpose
of promoting art, science, religion, charity or any other like object not
involving the acquisition of gain by the company or by its individual
members, shall not, without the licence of the Governor hold more than
two acres of land, but the Governor may by licence empower any such
company to hold lands in such quantity, and subject to such
conditions, as he may think fit.

(2) A licence given by the Governor under this section shall be in
accordance with the form set out in the Second Schedule, or as near
thereto as circumstances admit. [16

18. (1) A certificate of incorporation given by the Registrar in
respect of any association shall be conclusive evidence that all the
requirements of this Ordinance in respect of registration and of matters
precedent and incidental thereto have been complied with, and that the
association is a company authorized to be registered and duly
registered under this Ordinance.

(2) A statutory declaration by a solicitor of the Supreme Court,
engaged in the formation of the company, or by a person named in the
articles as a director or secretary of the company, of compliance with all
or any of the said requirements shall be produced to the Registrar, and
the Registrar may accept such a declaration as sufficient evidence of
compliance. [17





19. (1) Subject to the provisions of this section a company
registered as unlimited may register under this Ordinance as limited, or
a company already registered as a limited company may re-register
under this Ordinance, but the registration of an unlimited company as a
limited company shall not affect the rights or liabilities of the company
in respect of any debt or obligation incurred, or any contract entered
into, by, to, with, or on behalf of the company before the registration,
and those rights or liabilities may be enforced in manner provided by
Part IX, in the case of a company registered in pursuance of that Part.

1(2) On registration in pursuance of this section the

Registrar shall close the former registration of the company,
and may dispense witli the delivery to him of copies of any
documents with copies of which lie was furnished on the
occasion of the original registration of the company, but,
save as aforesaid, the registration shall take place in the same
manner and shall have effect as if it were the first registration
of the company under this Ordinance, and as if the provisions
of the Ordinances under which the company was previously
registered and regulated had been contained in different
Ordinances from those under which the company is registered
as a limited company. [18

Provisions with respect to Names of Companies.

20. (1) No company shall be registered by a name which-

(a)is identical with that by which a company in existence is
already registered, or so nearly resembles that name as to be
calculated to deceive, except where the company in existence
is in the course of being dissolved and signifies its consent
in such manner as the Registrar requires; or

(b)contains the words Chamber of Commerce unless the
company is a company which is to be registered under a
licence granted in pursuance of the next following section of
this Ordinance without the addition of the word 'Limited'
to its name; or

(c) contains the words 'Building Society'.

(2)Except with the consent of the Governor no company shall
be registered by a name which





(a)contains the words 'Royal' or Imperial' or in the opinion of
the Registrar suggests, or is calculated to suggest, the
patronage of His Majesty or of any member of the Royal
Family or connexion with His Majesty's Government or, any
department thereof; or

(b)contains the words 'Municipal' or 'Chartered' or in the
opinion of the Registrar suggests, or is calculated to suggest,
connexion with any municipality or other local authority or
with any society or body

incorporated by Royal Charter; or
(c) contains the word 'Co-operate'; or
(d) contains the word 'British'; or
(e) contains the words 'Savings'; or
(f) contains the word 'Trust' or 'Trustee'. [19

21. (1) Where it is proved to the satisfaction of the Governor that
an association about to be formed as a limited company is to be formed
for promoting commerce, art, science, religion, charity, or any other
useful object, and intends to apply its profits, if any, or other income in
promoting its objects, and to prohibit the payment of any dividend to
its members, the Governor may by licence direct that the association
may be registered as a company with limited liability, without the
addition of the word Limited to its name, and the association may be
registered accordingly.

(2) A licence by the Governor under this section may be granted
on such conditions and subject to such regulations as he may think fit,
and those conditions and regulations shall be binding on the
association, and shall, if the Governor so direct, be inserted in the
memorandum and articles, or in one of those documents.

(3) The association shall on registration enjoy all the privileges of
limited companies, and be subject to all their obligations, except those
of using the word 'Limited' as any part of its name, and of publishing
its name, and of sending lists of members to the Registrar of
Companies.

(4) A licence under this section may at any time be revoked by the
Governor, and upon revocation the Registrar shall enter the word
'Limited' at the end of the name of the association upon the register,
and the association shall





cease to enjoy the exemptions and privileges granted by this section :
Provided that, before a licence is so revoked, the Governor shall give to
the association notice in writing of his intention, and shall afford the
association an opportunity of being heard in opposition to the
revocation.

(s) Where the name of the association contains the
words 'Chamber' of Commerce', the notice to be given as
aforesaid shall include a statement of the effect of the provi-
sions of subsection (3) of the next following section. [20

22. (1) A company may, by special resolution and with the
approval of the Governor signified in writing, change its name.

(2) If a company, through inadvertence or otherwise, is, without
such consent as is mentioned in paragraph (a) of subsection (i) of
section 20 registered by a name which is identical with that by which a
company in existence is previously registered, or which so nearly
resembles that name as to be calculated to deceive, the first-mentioned
company may change its name with the sanction of the Registrar.

(3) Where a licence granted in pursuance of the last foregoing
section of this Ordinance to a company the name of which contains the
words 'Chamber of Commerce' is revoked, the company shall, within a period of
six weeks from the date of the revocation or such longer period as the
Governor may think fit to allow, change its name to a name which does
not contain those words. If a company makes default in complying
with the requirements of this subsection, it shall be liable to a fine of
five hundred dollars for every day during which the default continues.

(4) Where a company changes its name, the Registrar shall enter
the new name on the register in place of the former name, and shall
issue a certificate of incorporation altered to meet the circumstances of
the case.

(5) The change of name shall not affect any rights or obligations
of the company, or render defective any legal proceedings by or
against the company, and any legal proceedings that might have been
continued or commenced against it by its former name may be
continued or commenced

against it by its new name. [21
Companies.

General Provisions with respect to Memorandum
and Articles.

23. (1) Subject to the provisions of this Ordinance -the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants on the part of each member to observe all the provisions of the memorandum and of the articles.

(2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company, and be of the nature of a specialty debt.

[22

24. (1) In the case of a company limited by guarantee and not having a share capital, and registered on or after the 1st day of January, 1912, every provision in the memorandum or articles or in any resolution of the company purportng to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void.

(2) For the purpose of the provisions of this Ordinance relating to the memorandum of a company limited by guarantee and of this section, every provision in the memorandum or articles, or in any resolution, of a company limited by guarantee and registered on or after the date aforesaid, purporting to divide the undertaking of the company into shares

or interests shall be treated as a provision for a share capital,
notwithstanding that the nominal amount or number of the
shares or interests is not specified thereby. [23

25. Notwithstanding anything in the memorandum or
articles of a company, no member of the company shall be
bound by an alteration made in the memorandum or articles
after the date on which he became a member, if and so far
as the alteration requires him to take or subscribe for more
shares than the number held by him at the date on which
the alteration is made, or in any way increases his liability
as at that date to contribute to the share capital of, or other
wise to pay money to, the company: Provided that this
section shall not apply in any case where the member agrees
in writing, either before or after the alteration is made, to
be bound thereby. [24

27 -







23. (i) A company shall, on being so required by any member,
send to him a copy of the memorandum and of the articles, if any, and a
copy of any Ordinance which alters the memorandum, subject to
payment, in the case of a copy of the memorandum and of the articles,
or one dollar or such less sum as the company may prescribe, and, in
the case of a copy of an Ordinance, of such sum not exceeding the
published price thereof as the company may require.

(2) If a company makes default in complying with this
section, the company and every officer of the company who
is in default shall be liable for each offence to a fine of
ten dollars. [25

27. (1) Where an alteration is made in the memorandum of a
company, every copy of the memorandum issued after the date of the
alteration shall be in accordance with the alteration.

(2) If, where any such alteration has been made, the
company at any time after the date of the alteration issues
any copies of the memorandum which are not in accordance
with the alteration, it shall be liable to a fine of twenty-five
dollars for each copy so issued, and every officer of the
company who is in default shall be liable to the like
penalty. [26

Membership of Company.

28. (1) The subscribers of the memorandum of a company shall be
deemed to have agreed to become members of the company, and on its
registration shall be entered as members in its register of members.

(2) Every other person who agrees to become a member of a
company, and whose name is entered in its register of members, shall
be a member of the company. [27

Private Companies.

29. (1) For the purposes of this Ordinance, the expression private
company means a company which by its articles-

(a) restricts the right to transfer its shares; and

(b)limits the number of its members to fifty, not including
persons who are in the employment of the





company and persons who, having been formerly in the
employment of the company, were while in that
employment, and have continued after the
determination of that employment to be, members of
the company; and

(c)prohibits any invitation to the public to subscribe for
any shares or debentures of the company.

(2) Where two or more persons hold one or more shares
in a company jointly, they shall, for the purposes of this
section, be treated as a single member. [28

30. (1) If a company, being a private company, alters its
articles in such manner that they no longer include the provisions
which, tinder the last foregoing section, are required to be
included in the articles of a company in order to constitute it a private
company, the company shall, as on the date of the alteration,
cease to be a private company and shall, within a period of
fourteen days after the said date, deliver to the Registrar for
registration a prospectus or a statement in lieu of prospectus in
the form and containing the particulars set out in the Third
Schedule.

(2) If default is made in complying with subsection (i) of this
section, the company and every officer of the company who is in
default shall be liable to a default fine of five hundred dollars.

(3) Where the articles of a company include the provisions
aforesaid but default is made in complying with any of those
provisions, the company shall cease to be entitled to the
privileges and exemptions conferred on private companies tinder
the provisions contained in section 31, subsection (3) of section
109, subsection (i) of section 129 and p paragraph (d) of section
162, and thereupon the said provisions shall apply to the company
as if it were not a private company: Provided that the court, on
being satisfied that the failure to comply with the conditions was
accidental or due to inadvertence or to some other sufficient
cause, or that on other grounds it is just and equitable to grant
relief, may, on the application of the company or any other
person interested and on such terms and conditions as seem to
the court just and expedient, order that the company be relieved
from such consequences as aforesaid. [29





Reduction of Number of Members below
Legal Minimum.

31. If at any time the number of members of a company is reduced,
in the case of a private company, below two, or, in the case of any
other company, below seven, and it carries on business for more than
six months while the number is so reduced, every person who is a
member of the company during the time that it so carries on business
after those six months and is cognisant of the fact that it is carrying
on business with fewer than two members, or seven members, as the
case may be, shall be severally liable for the payment of the whole
debts of the company contracted during that time, and may be
severally sued therefor. [30

Contracts, etc.

32. (1) Contracts on behalf of a company may be made as follows

(a)a contract which if made between private persons would be
by law required to be in writing, and if made according to
English law to be under seaL, may be made on behalf of the
company in writing under the common seal of the company;

(b)a contract which if made between private persons would be
by law required to be in writing, signed by the parties to be
charged therewith, may be made on behalf of the company in
writing signed by any person acting under its authority,
express or implied;

(c)a contract which if made between private persons would by
law be valid although made by parol only, and not reduced
into writing, may be made Gy parol on behalf of the
company by any person acting under its authority, express or
implied.

(2) A contract made according to this section shall be effectual in
law, and shall bind the company and its successors and all other
parties thereto.

(3) A contract made according to this section may be varied or
discharged in the same manner in which it is

authorized by this section to be made. [31





33. A bill of exchange or promissory note shall be deemed to have
been made, accepted, or indorsed on behalf of a company if made,
accepted, or indorsed in the name of, or by or on behalf or on account
of, the company by any person acting under its authority.

[32

34. (1) A company may, by writing under its common seal,
empower any 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 the Colony.

(2) A deed signed by such an attorney on behalf of the company
and under his seal shall bind the company and have the same effect as
if it were under its common seal. [33

35 (1) A company whose objects require or comprise the
transaction of business outside the Colony, may, if authorized by its
articles, have for use in any territory, district, or place not situate in the
Colony, an official seal, which shall be a facsimile of the common seal
of the company, with the addition on its face of the name of every
territory, district, or place where it is to be used.

(2) A deed or other document to which an official seal is duly
affixed shall bind the company as if it had been sealed witli the
common seal of the company.

(3) A company having an official seal for use in any such territory,
district or place may, by writing under its common seal, authorize any
person appointed for the purpose in that territory, district or place, to
affix the official seal to any deed or other document to which the
company is party in that territory, district or place.

(4) The authority of any such agent shall, as between the
company and any person dealing with the agent, continue during the
period, if any, mentioned in the instrument conferring the authority, or
if no period is there mentioned, then until notice of the revocation or
determination of the agent's authority has been given to the person
dealing with him.

(5) The person affixing any such official seal shall, by writing
under his hand, certify on the deed or other instrument, to which the
seal is affixed, the date on which

and the place at which it is affixed. [34





Authentication of Documents.

36. A document or proceeding requiring authentication
by a company may be signed by a director, secretary, or
other authorized officer of the company, and need not be
under its common seal. [35

PART II.

SHARE CAPITAL AND DEBENTURES.

Prospectus.

37. (1) A prospectus issued by or on behalf of a company or in
relation to an intended company shall be dated, and that date shall,
unless the contrary is proved, be taken as the date of publication of the
prospectus.

(2) A copy of every such prospectus, signed by every person who
is named therein as a director or proposed director of the company, or
by his agent authorized in writing, shall be delivered to the Registrar of
Companies for registration on or before the date of its publication, and
no Such prospectus shall be issued until a copy thereof has been so
delivered for registration.

(3) The Registrar shall not register any prospectus unless it is
dated, and the copy thereof signed, in manner required by this section.

(4) Every prospectus shall state on the face of it that a copy has
Ceen delivered for registration as required by this section.

(5) If a prospectus is issued without a copy thereof
being so delivered, the company, and every person who is
knowingly a party to the issue of the prospectus, shall be
liable to a fine of fifty dollars for every day from the date
of the issue of the prospectus until a copy thereof is so
delivered. [36

38. (1) Every prospectus issued by or on behalf of a company, or by
or on behalf of any person who is or has been engaged or interested in
the formation of the company, must be in the English language and must
state the matters specified in Part I of the Fourth Schedule and set out
the reports specified in Part II of that Schedule, and the said





Parts I and II shall have effect subject to the provisions contained in
Part III of the said Schedule.

(2) A condition requiring or binding an applicant for shares in or
debentures of a company to waive compliance with any requirement of
this section, or purporting to affect him witli notice of any contract,
document, or matter not specifically referred to in the prospectus, shall
be void.

(1) It shall not be lawful to issue any form of application for
shares in or debentures of a company unless the form is issued with a
prospectus which complies with the requirements of this section :
Provided that this subsection shall not apply if it is shown that the
form of application was issued either

(a)in connexion with a bona fide invitation to a person to enter
into an underwriting agreement with respect to the shares or
debentures; or

(b)in relation to shares or debentures which were not offered to
the public.

If any person acts in contravention of the provisions of this
subsection, he shall be liable to a fine of five thousand dollars.

(4) In the event of non-compliance with or contravention of any
of the requirements of this section, a director or other person
responsible for the prospectus shall not incur any liability by reason of
the non-compliance or contravention, if

(a)as regards any matter not disclosed, he proves that he was
not cognisant thereof; or

(b)he proves that the non-compliance or contravention arose
from an honest mistake of fact on his part; or

(c)the non-compliance or contravention was in respect of
matters which in the opinion of the court dealing with the
case were immaterial or was otherwise such as ought, in the
opinion of that court, having regard to all the circumstances
of the case, reasonably to be excused:

Provided that, in the event of failure to include in a prospectus a
statement with respect to the matters specified in paragraph is of Part
I of the Fourth Schedule Schedule no director or other person shall
incur any liability in respect of the failure unless it be proved that he
had knowledge of the matters not disclosed.





(5) This section shall not apply to the issue to existing members or
debenture holders of a company of a prospectus or form of application
relating to shares in or debentures of the company, whether an
applicant for shares or debentures will or will not have the right to
renounce in favour of other persons, but, subject as aforesaid, this
section shall apply to a prospectus or a form of application whether
issued on or with reference to the formation of a company or
subsequently.

(6) Nothing in this section shall limit or diminish any
liability which any person may incur under the general law
or this Ordinance apart from this section. [37

39. (1) A company limited by shares or a company limited by
guarantee and having a share capital shall not previously to the
statutory meeting vary the terms of a contract referred to in the
prospectus, or statement in lieu of prospectus, except subject to the
approval of the statutory meeting.

(2) This section shall not apply to a private com-
pany. [38

40. (1) Where a prospectus invites persons to subscribe for shares
in or debentures of a company-

(a)every person who is a director of the company at the time of
the issue of the prospectus; and

(b)every person who has authorized himself to be named and is
named in the prospectus as a director or as having agreed
to become a director either immediately or after an interval of
time; and

(c) every person being a promoter of the company; and

(d)every person who has authorized the issue of the
prospectus,

shall be liable to pay compensation to all persons who subscribe for
any shares or debentures on the faith of the prospectus for the loss or
damage they may have sustained by reason of any untrue statement
therein, or in any report or memorandum appearing on the face thereof,
or by reference incorporated therein or issued therewith, unless it is
proved-





(i) that having consented to become a director of the
company he withdrew his consent before the issue of the
prospectus, and that it was issued without his authority or
consent; or
(ii) that the prospectus was issued without his know-
ledge or consent, and that on becoming aware of its issue
he forthwith gave reasonable public notice that it was issued
without his knowledge or consent; or
(iii) that after the issue of the prospectus and before
allotment thereunder, he, on becoming aware of any untrue
statement therein, withdrew his consent thereto, and gave
reasonable public notice of the withdrawal, and of the reason
therefor or
(iv) that-
(a)as regards every untrue statement not purporting
to be made on the authority of an expert or of a
public official document or statement, he had reason-
able ground to believe, and did up to the time of
the allotment of the shares or debentures, as the
case may be, believe, that the statement was true;
and
(b)as regards every untrue statement purporting to
be a statement by an expert or contained in what
purports to be a copy of or extract from a report
or valuation of an expert, it fairly represented the
statement, or was a correct and fair copy of or
extract from the report or valuation; and
(c)as regards every untrue statement purporting to be
a statement made by an official person or contained
in what purports to be a copy of or extract from
a public official document, it was a correct and fair
representation of the statement or copy of or extract
from the document:
Provided that a person shall be liable to pay compensa-
tion as aforesaid if it is proved that he had no reasonable
ground to believe that the person making any such state-
ment, report or valuation as is mentioned in paragraph (iv)
(b) was competent to make it.

(2) Where the prospectus contains the name of a person
as a director of the company, or as having agreed to become
a director thereof, and he has not consented to become a
director, or has withdrawn his consent before the issue of





the prospectus, and has not authorized or consented to the issue
thereof, the directors of the company, except any without whose
knowledge or consent the prospectus was issued, and any other
person who authorized the issue thereof, shall be liable to indemnify
the person named as aforesaid against all damages, costs, and
expenses to which he may be made liable by reason of his name having
been inserted in the prospectus, or in defending himself against any
action or legal proceedings brought against him in respect thereof.

(3) Every person who, by reason of his being a director or named
as a director or as having agreed to become a director, or of his having
authorized the issue of the prospectus, becomes liable to make any
payment tinder this section may recover contribution, as in cases of
contract, from any other person who, if sued separately, would have
been liable to make the same payment, unless the person who has
become so liable was, and that other person was not, guilty of
fraudulent misrepresentation.

(4) For the purposes of this section-

'promoter' means a promoter who was a party to the preparation of
the prospectus, or of the portion thereof containing the untrue
statement, but does not include any person by reason of his
acting in a professional capacity for persons engaged in
procuring the formation of the company;

'expert' includes engineer, valuer, accountant, and any
other person whose profession gives authority to a state-
ment made by him. [39

41. (1) Where a company allots or agrees to allot any shares in or
debentures of the company with a view to all or any of those shares or
debentures being offered for sale to the public, any document by
which the offer for sale to the public is made shall for all purposes be
deemed to be a prospectus issued by the company, and all enactments
and rules of law as to the contents of prospectuses and to liability in
respect of statements in and omissions from prospectuses, or
otherwise relating to prospectuses, shall apply and have effect
accordingly, as if the shares or debentures had been offered to the
public for subscription and as if persons accepting the offer in respect
of any shares





or debentures were subscribers for those shares or debentures, but
without prejudice to the liability, if any, of the persons by whom the
offer is made, in respect of mis-statements contained in the document
or otherwise in respect thereof.

(2) For the purposes of this Ordinance, it shall, unless the contrary
is proved, be evidence that an allotment of, or an agreement to allot,
shares or debentures was made with a view to the shares or
debentures being offered for sale to the public if it is shown-

(a)that an offer of the shares or debentures or of any of them for
sale to the public was made within six months after the
allotment or agreement to aflot ; or

(b)that at the date when the offer was made the
whole consideration to be received by the company in respect
of the shares or debentures had not been so received.

(3) Section 37 as applied by this section shall have effect as
though the persons making the offer were persons named in a
prospectus as directors of a company, and section 38 as applied by this
section shall have effect as if it required a prospectus to state in
addition to the matters required by that section to be stated in a
prospectus-

(a)the net amount of the consideration received or to be
received by the company in respect of the shares or
debentures to which the offer relates; and

(b)the place and time at which the contract under which the said
shares or debentures have been or are to be allotted may be
inspected.

(4) Where a person making an offer to which this
section relates is a company or a firm, it shall be sufficient
if the document aforesaid is signed on behalf of the com-
pany or firm by two directors of the company or not less than
half of the partners, as the case may be, and any such
director or partner may sign by his agent authorized in
writing. [40



Allotment.

42. (1) No allotment shall be made of any share capital of a
company offered to the public for subscription unless the amount
stated in the prospectus as the minimum





amount which, in the opinion of the directors must be raised by the
issue of share capital in order to provide for the matters specified in
paragraph 5 in Part I of the Fourth Schedule has been subscribed, and
the sum payable on application for the amount so stated has been paid
to and received by the company. For the purposes of this subsection,
a sum shall be deemed to have been paid to and received by the
company if a cheque for that sum has been received in good faith by
the company and the directors of the company have no reason for
suspecting that the cheque will not be paid.

(2) The amount so stated in the prospectus shall be reckoned
exclusively of any amount payable otherwise than in cash and is in this
Ordinance referred to as the minimum subscription.

(3) The amount payable on application on each share shall not be
less than five per cent of the nominal amount of the share.

(4) If the conditions aforesaid have not been complied with on the
expiration of forty days after the first issue of the prospectus, all money
received from applicants for shares shall be forthwith repaid to them
without interest, and, if any such money is not so repaid within forty-
eight days after the issue of the prospectus, the directors of the
company shall be jointly and severally liable to repay that money with
interest at the rate of five per cent per annum from the expiration of the
forty-eighth day: Provided that a director shall not be liable if he proves
that the default in the repayment of the money was not due to any
misconduct or negligence on his part.

(5) Any condition requiring or binding any applicant

for shares to waive compliance with any requirement of this
section shall be void.

(6) This section, except subsection (3), shall not apply to any
allotment of shares subsequent to the first allotment of shares offered
to the public for subscription. [41

43. (1) A company having a share capital which does not issue a
prospectus on or with reference to its formation, or which has issued
such a prospectus but has not proceeded to allot any of the shares
offered to the public for subscrip-





tion, shall not allot any of its shares or debentures unless at least
three days before the first allotment of either shares or debentures
there has been delivered to the Registrar for registration a statement in
lieu of prospectus, signed by every person who is named therein as a
director or a proposed director of the company or by his agent
authorized in writing, in the form arid containing the particulars set
out in the Fifth Schedule.

(2) This section shall not apply to a private company.

(3) If a company acts in contravention of this section,
the company and every director of the company who know-
ingly authorizes or permits the contravention shall be liable
to a fine of two thousand dollars. [42

44. (1) An allotment made by a company to an applicant in
contravention of the provisions of the two last foregoing sections,
shall be voidable at the instance of the applicant within one month
after the holding of the statutory meeting of the company and not later,
or, in any case where the company is not required to hold a statutory
meeting, or where the allotment is made after the holding of the
statutory meeting, within one month after the date of the allotment, and
not later, and shall be so voidable notwithstanding that the company is
in course of being wound up.

(2) If any director of a company knowingly contravenes, or permits
or authorizes the contravention of, any of the provisions of the said
sections with respect to allotment, he shall be liable to compensate the
company and the allottee respectively for any loss, damages, or costs
which the company or the allottee may have sustained or incurred
thereby: Provided that proceedings to recover any such loss, damages,
or costs shall not be commenced after the expiration of two years from
the date of the allotment. [43

45. (1) Whenever a company limited by shares or a company
limited by guarantee and having a share capital makes any allotment of
its shares, the company shall within eight weeks thereafter deliver to
the Registrar for registration

(a) a return of the allotments stating the number and

nominal amount of the shares comprised in the





allotment, the names, addresses, and descriptions of the
allottees, and in the case of Chinese allottees their names
both in English and in Chinese characters and the amount, if
any, paid or due and payable on each share; and

(b)in the case of shares allotted as fully or partly paid up
otherwise than in cash, a contract in writing constituting the
title of allottee to the allotment together with any contract of
sale, or for services or other consideration in respect of
which that allotment was made such contracts being duly
stamped, and

a return stating the number and nominal amount of
shares so allotted, the extent to which they are to be treated
as paid up, and the consideration for which they have been
allotted.

(2) Where such a contract as above mentioned is not reduced to
writing, the company shall within eight weeks after the allotment deliver
to the Registrar for registration the prescribed particulars of the
contract stamped witli the same stamp duty as would have been
payable if the contract had been reduced to writing, and those
particulars shall be deemed to be an instrument within the meaning of
the Stamp Ordinance, and the Registrar may, as a condition of filing the
particulars, require that the duty payable diercon be adjudicated under
section 17 of that Ordinance.

(3) If default is made in complying with this section, every director,
manager, secretary, or other officer of the company who is knowingly a
party to the default, shall be liable to a line of five hundred dollars for
every day during which the default continues : Provided that, in case
of default in delivering to the Registrar any document within eight
weeks after the allotment any document required to be delivered by this
section, the company, or any person liable for the default, may apply to
the court for relief, and the court, if satisfied that the omission to
deliver the document was accidental or due to inadvertence or that it is
just and equitable to grant relief, may make an order extending the time
for the delivery of the document for such

period as the court may think proper. [44





Commissions and Discounts.

46. (1) It shall be lawful for a company to pay a commission to any
person in consideration of his subscribing or agreeing to subscribe,
whether absolutely or conditionally, for any shares in the company, or
procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the company if

(a)the payment of the commission is authorized by the articles;
and

(b)the commission paid or agreed to be paid does not exceed
ten per cent of the price at which the shares are issued or
the amount or rate authorized by the articles, whichever is
the less; and

(c)the amount or rate per cent of the commission paid or
agreed to be paid is-

(i) in the case of shares offered to the public for
subscription, disclosed in the prospectus; or

(i i) in the case of shares not offered to the public for
subscription, disclosed in the statement in lieu of
prospectus, or in a statement in the prescribed form signed
in like manner as a statement in lieu of prospectus and
delivered before the payment of the commission to the
Registrar for registration, and, where a circular or notice, not
being a prospectus, inviting subscription for the shares is
issued, also disclosed in that circular or notice; and

(d)the number of shares which persons have agreed for a
commission to subscribe absolutely is disclosed in manner
aforesaid.

(2) Save as aforesaid, no company shall apply any of its shares or
capital money either directly or indirectly in payment of any
commission, discount, or allowance, to any person in consideration of
his subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any shares of the company, or procuring or agreeing
to procure subscriptions, whether absolute or conditional, for any
shares in the company, whether the shares or money be so applied by
being added to the purchase money of any property acquired by the
company or to the contract price of any work to be executed for the
company, or the money be paid out of the nominal purchase money or
contract price, or otherwise.





(3) Nothing in this section shall affect the power of any company
to pay such brokerage as it has heretofore been lawful for a company
to pay.

(4) A vendor to, promoter of, or other person who receives
payment in money or shares from, a company shall have and shall be
deemed always to have had power to apply any part of the money or
shares so received in payment of any commission, the payment of
which, if made directly by the company, would have been legal under
this section.

(5) If default is made in complying with the provisions
of this section relating to the delivery to the Registrar of
the statement in the prescribed form, the company and every
officer of the company who is in default shall be liable to
a fine of one thousand dollars. [45

47. (1) Where a company has paid any sums by way of
commission in respect of any shares or debentures or allowed any
sums by way of discount in respect of any debentures, the total
amount so paid or allowed, or so much thereof as has not been
written off, shall be stated in every balance sheet of the company until
the whole amount thereof has been written off.

(2) If default is made in complying with this section,
the company and every officer of the company who is in
default shall be liable to a default fine. [46

48. (1) Subject as provided in this section, it shall not be lawful for
a company to give, whether directly or indirectly, and whether by
means of a loan, guarantee, the provision of security or otherwise, any
financial assistance for the purpose of or in connexion with a purchase
made or to be made by any person of any shares in the company:
Provided that nothing in this section shall be taken to prohibit-

(a)where the lending of money is part of the ordinary business
of a company, the lending of money by the company in the
ordinary course of its business;

(b)the provision by a company, in accordance with any scheme
for the time being in force, of money for the purchase by
trustees of fully-paid shares in the company to be held by or
for the benefit of em-





ployees of the company, including any director holding a
salaried employment or office in the company.

(c)the making by a company of loans to persons, other than
directors, bona fide in the employment of the company with
a view to enabling those persons to purchase fully-paid
shares in the company to be held by themselves by way
of beneficial ownership.

(2) The aggregate amount of any outstanding loans made tinder the
authority of provisos (b) and (c) to subsection (i) shall be shown as a
separate item in every balance sheet of the company.

(3) If a company acts in contravention of this section, the
company and every officer of the company who is in default shall be
liable to a fine of two thousand dollars. [47

Issue of Redeemable Preference Shares and Shares
at Discount.

49. (1) Subject to the provisions of this section, a company limited
by shares may, if so authorized by its articles, issue preference shares
which are, or at the option of the company are to be liable, to be
redeemed : Provided that

(a)no such shares shall be redeemed except out of profits of the
company which would otherwise be available for dividend or
out of the proceeds of a fresh issue of shares made for the
purposes of the redemption;

(b)no such shares shall be redeemed unless they are fully paid;

(c)where any such shares are redeemed otherwise than out of
thq proceeds of a fresh issue, there shall out of profits which
would otherwise have been available for dividend be
transferred to a reserve fund, to be called the capital
redemption reserve fund, a sum equal to the amount applied
in redeeming the shares, and the provisions of this
Ordinance relating to the reduction of the share capital of a
company shall, except as provided in this section, apply as if
the capital redemption reserve fund were paid-up share
capital of the company;

(d) where any such shares are redeemed out of the
proceeds of a fresh issue, the premium, if any, pay-





able on redemption, must have been provided for out of the
profits of the company before the share are redeemed.

(2) There shall be included in every balance sheet of company
which has issued redeemable preference shares a statement specifying
what part of the issued capital of the company consists of such shares
and the date on or before which those shares are, or are to be liable, to
be redeemed.

If a company fails to comply with the provisions of this
subsection, the company and every officer of the company who is in
default shall be liable to a fine of two thousand dollars.

(3) Subject to the provisions of this section, the redemption of
preference shares thereunder may be effected on such terms and in
such rnanner as may be provided by the articles of the company.

(4) Where in pursuance of this section a company has redeemed
or is about to redeem any preference shares, it shall have power to
issue shares tip to the nominal amount of the shares redeemed or to be
redeemed as if those shares had never be-en issued and accordingly
the share capital of the company shall riot for the purposes of any
enactments relating to stamp duty be deemed to be increased by the
issue of shares in pursuance of this subsection : Provided that, where
new shares are issued before the redemption of the old shares, the new
shares shall not, so far as relates to stamp duty, be deemed to have
been issued in pursuance of this subsection unless the old shares are
redeemed within one month after the issue of the new shares.

(5) Where new shares have been issued in pursuance of the last
foregoing subsection, the capital redemption ieserve fund may,
notwithstanding anything in this section, be applied by the company,
up to an amount equal to the nominal amount of the shares so issued,
in paying up unissued shares of the company to be issued to members
of





the company as, fully paid bonus shares. [48

50. (1) Subject as provided in this section, it shall be lawful for a
company to issue at a discount shares in the company of a class
already issued : Provided that





(a)the issue of the shares at a discount must be authorized by
resolution passed in general meeting of the company, and
must be sanctioned by the court;

(b)the resolution must specify the maximum rate of discount at
which the shares are to be issued;

(c)not less than one year must at the date of the issue have
elapsed since the date on which the company was entitled to
commence business

(d)the shares to be issued at adiscount must be issued within
one month after the date on which the issue is sanctioned by
the court or within such extended time as the court may allow.

(2) Where a company has passed a resolution authorizing the issue
of shares at a discount, it may apply to the court for an order
sanctioning the issue, and on any such application the court, if, having
regard to all the circumstances of the case, it thinks proper so to do,
may make an order sanctioning the issue on such terms and conditions
as it thinks fit.

(3) Every prospectus relating to the issue of the shares
and every balance sheet issued by the company subsequently
to the issue of the shares must contain particulars of the discount
count allowed on the issue of the shares or of so much of
that discount as has riot been written off at the date of the
issue of the document in question. If default is made in
complying with this subsection, the company and every
officer of the company who is in default shall be liable to a
default fine. [49

Miscellaneous Provisions as to Share Capital.

51. A company, if so authorized by its articles, may do any one or
more of the following things

(a)make arrangements on the issue of shares for a difference
between the shareholders in the amounts and times of
payment of calls on their shares;

(b)accept from any member the whole or a part of the amount
remaining unpaid on any shares held by him, although no part
of that amount has been called up;

(c)pay dividend in proportion to the amount paid up on each
share where a larger amount is paid up

on some shares than on others. [50





52. A limited company may by special resolution deter-
mine that any portion of its share capital which has not
been already called up shall not be capable of being called
up, except in the event and for the purposes of the company
being wound up, and thereupon that portion of its share
capital shall not be capable of being called up except in the
event and for the purposes aforesaid. [51

53. (1) A company limited by shares or a company limited by
guarantee and having a share capital, if so authorized by its
articles, may alter the conditions of its memorandum as follows,
that is to say, it may-

(a)increase its share capital by new shares of such
amount as it thinks expedient;

(b)consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;

(c)convert all or any of its paid-up shares into stock, and
re-convert that stock into paid-up shares of any
denomination;

(d)subdivide its shares, or any of them, into shares of
smaller amount than is fixed by the memorandum, so,
however, that in the subdivision the proportion between
the amount paid and the amount, if any, unpaid on each
reduced share shall be the same as it was in the case
of the share from which the reduced share is derived;

(e)cancel shares which, at the date of the passing of the
resolution in that behalf, have not been taken or
agreed to be taken by any person, and diminish the
amount of its share capital by the amount of the shares
so cancelled.

(2) The powers conferred by this section must be exercised
by the company in general meeting.

(3) A cancellation of shares in pursuance of this section
shall not be deemed to be a reduction of share capital within
the meaning of this Ordinance. [52

54. (1) If a company having a share capital has-

(a)consolidated and divided its share capital into shares of
larger amount than its existing shares; or

(b) converted any shares into stock; or

(c) re-converted stock into shares; or





(d) subdivided its shares or any of them; or

(e)redeemed any redeemable preference shares; or cancelled any
shares, otherwise than in connexion with a reduction of share
capital under section 58,

it shall within one month after so doing give notice thereof to the
Registrar of Companies specifying, as the case may be, the shares
consolidated, divided, converted, subdivided, redeemed or cancelled,
or the stock re-converted.

(2) If default is made in complying with this section,
the company and every officer of the company who is in
default shall be liable to a default fine. [53

55. (1) Where a company having a share capital, whether its shares
have or have not beerf converted into stock, has increased its share
capital beyond the registered capital, it shall within fifteen days after
the passing of the resolution authorizing the increase, give to the
Registrar notice of the increase, and the Registrar shall record the
increase.

(2) The notice to be given as aforesaid shall include such
particulars as may be prescribed with respect to the classes of shares
affected and the conditions subject to which the new shares have been
or are to he issued, and there shall be forwarded to the Registrar
together with the notice a printed copy of the resolution authorizing
the increase.

(3) If default is made in complying with this section,
the company and every officer of the company who is in
default shall be liable to a default fine. [54

56. An unlimited company having a share capital may, by its
resolution for registration as a limited company in pursuance of this
Ordinance, do either or both of the following thin things, namely

(a)increase the nominal amount of its share capital by increasing
the nominal amount of each of its share, but subject to the
condition that no part of the increased capital shall be capable
of being called up except in the event and for the purposes of
the company being wound up;

(b)provide that a specified portion of its uncalled share capital
shall not be capable of being called up except in the event and
for the purposes of the company

being wound up. [55





57. (1) Where any shares of a company are issued for the purpose
of raising money to defray the expenses of the construction of any
works or buildings or the provision of any plant which cannot be made
profitable for a lengthened period, the company may pay interest on so
much of that share capital as is for the time being paid up for the period
and subject to the conditions and restrictions in this section
mentioned, and may charge the sum so paid by way of interest to
capital as part of the cost of construction of the work or building, or the
provision of plant : Provided that

(a)no such payment shall be made unless it is authorized by the
articles or by special resolution;

(b)no such payment, whether authorized by the articles or by
special resolution, shall be made without the previous
sanction of the court;

(c)before sanctioning any such payment the court may, at the
expense of the company, appoint a person to inquire and
report to them as to the circumstances of the case, and may
before making the appointment, require the company to give
security for the payment of the costs of the inquiry;

(d)the payment shall be made only for such period as may be
determined by the court, and that period shall in no case
extend beyond the close of the half year next after the half
year during which the works or buildings have been actually
completed or the plant provided;

(e)the rate of interest shall in no case exceed four per cent per
annum or such other rate as may for the time being be
prescribed by the court ;

(f) the payment of the interest shall not operate as a reduction
of the amount paid up on the shares in respect of which it is
paid;

(g)the accounts of the company shall show the share capital on
which, and the rate at which, interest has been paid out of
capital during the period to which the accounts relate.

(2) If default is made in complying with proviso (g) to subsection
(i), the company and every officer of the company who is in default
shall be liable to a fine of two

thousand dollars. [56





Reduction of Share Capital.

58. (1) Subject to confirmation by the court, a company limited by
shares or a company limited by guarantee and having a share capital
may, if so authorized by its articles, by special resolution reduce its
share capital in any way, and in particular, without prejudice to the
generality of the foregoing power, may-

(a)extinguish or reduce the liability on any of its shares in
respect of share capital not paid up; or

(b)either witli or without extinguishing or reducing liability on
any of its shares, cancel any paid-up share capital which is
lost or unrepresented by available assets; or

(c) either witli or without extinguishing or reducing,
liability on any of its shares, pay off any paid-up
share capital which is in excess of the wants of the
company,

and may, if and so far as is necessary, alter its memorandum by
reducing the amount of its share capital and of its shares accordingly.

(2) A special resolution under this section is in this
Ordinance referred to as a resolution for reducing share
capital. [57

59. (1) Where a company has passed a resolution for reducing
share capical, it may apply by petition to the court for an order
confirming the reduction.

(2) Where the proposed reduction of share capital involves either
diminution of liability in respect of unpaid share capital or the payment
to any shareholder of any paid-up share capital, and in any other case
if the court so directs, the following provisions shall have effect,
subject nevertheless to the next following subsection-

(a)every creditor of the company who at the date fixed by the
court is entitled to any debt or claim which, if that date were
the commencement of the winding up of the company, would
be admissible in proof against the company, shall be entitled
to object to the reduction ;

(b)the court shall settle a list of creditors so entitled to object,
and for that purpose shall ascertain, as





far as possible without requiring an application from
any creditor, the names of those creditors and the
nature and amount of their debts or claims, and may
publish notices fixing a day or days within which
creditors not entered on the list are to claim to be so
entered or are to be excluded from the right of
objecting to the reduction;

(c)where a creditor entered on the list whose debt or
claim is not discharged or has not determined does not
consent to the reduction, the court may, if it thinks fit,
dispense with the consent of that creditor, on the
company securing payment of his debt or claim by
appropriating, as the court may direct, the following
amount-

(i) if the company admits the full amount of the debt
or claim, or, though not admitting it is willing to provide
for it, then the full amount of the debt or claim;

(ii) if the company does not admit and is not willing to
provide for the full amount of the debt or claim, or if
the amount is contingent or not ascertained, then an
amount fixed by the court after the like inquiry and
adjudication as if the company were being wound up by
the court.

(3) Where a proposed reduction of share capital
involves either the diminution of any liability in respect of
unpaid share capital or the payment to any shareholder of
any paid-up share capital, the court may, if having regard
to any special circumstances of the case it thinks proper so
to do, direct that subsection (2) shall not apply as regards
any class or any classes of creditors. [58

60. (1) The court, if satisfied, with respect to every creditor
of the company who under the last foregoing section is entitled
to object to the reduction, that either his consent to the reduction
has been obtained or his debt or claim has been discharged or
has determined, or has been secured, may make an order
confirming the reduction on such terms and conditions as it
thinks fit.

(2) Where the court makes any such order, it may-

(a)if for any special reason it thinks proper so to do, make
an order directing that the company shall,





during such period, commencing on or at any time after
the date of the order as is specified in the order, add to
its name as the last words thereof the words 'and
reduced'; and

(b)make an order requiring the company to publish as the
court directs the reasons for reduction or such other
information in regard thereto as the court may think
expedient with a view to giving proper information to
the public, and, if the court thinks fit, the causes which
led to the reduction.

(3) Where a company is ordered to add to its name
the words 'and reduced', those words shall, until the
expiration of the period specified in the order, be deemed
to be part of the name of the company. [59

61. (1) The Registrar, on production to him of an order of the
court confirming the reduction of the share capital of a company,
and the delivery to him of a copy of the order and of a minute
approved by the court, showing with respect to the share capital
of the company, as altered by, the order, the amount of the share
capital, the number of shares into which it is to be divided, aiid
the amount of each share, and the amount, if any, at the date of
the registration deemed to be paid up on each share, shall
register the order and minute.

(2) On the registration of the order and minute, and not
before, the resolution for reducing share capital as confirmed by
the order so registered shall take effect.

(3) Notice of the registration shall be published in such
manner as the court may direct.

(4) The Registrar shall certify under his hand the
registration of the order and minute, and his certificate shall be
conclusive evidence that all the requirements of this Ordinance
with respect to reduction of share capital have been complied
with, and that the share capital of the company is such as is
stated in the minute.

(5) The minute when registered shall be deemed to be
substituted for the corresponding part of the memorandum, and
shall be valid and alterable as if it had been originally contained
therein.





1 (6) The substitution of any such minute as aforesaid
for part of the memorandum of the company shall be
deemed to be an alteration of the memorandum within the
meaning of section 27. [60

62. (1) In the case of a reduction of share capital, a member
of the company, past or present, shall not be liable in respect of
any share to any call or contribution exceeding in amount the
difference, if any, between the amount of the share as fixed by
the minute and the amount paid, or the reduced amount, if any,
which is to be deemed to have been paid, on the share, as the
case may be: Provided that, if any creditor, entitled in respect of
any debt or claim to object to the reduction of share capital, is,
by reason of his ignorance of the proceedings for reduction, or
of their nature and effect with respect to his claim, not entered
on the list of creditors, and, after the reduction, the company is
unable, within the meaning of the provisions of this Ordinance
with respect to winding up by the court, to pay the amount of his
debt or claim, then

(a)every person who was a member of the company it
the date of the registration of the order for reduction
and minute, shall be liable to contribute for the payment
of that debt or claim an amount not exceeding the
amount which he would have been liable to contribute if
the company had commenced to be wound up on the
day before the said date; and

(b)if the company is wound up, the court, on the
application of any such creditor and proof of his
ignorance as aforesaid, may, if it thinks fit, settle
accordingly a list of persons so liable to contribute, and
make and enforce calls and orders on the contributories
settled on the list, as if they were ordinary
contributories in a winding up.

(2) Nothing in this section shall affect the rights of
the contributories among themselves. [61

63. If any director, manager, secretary or other officer of
the company-

(a)wilfully conceals the name of any creditor entitled to
object to the reduction; or





(b)wilfully misrepresents the nature or amount of the debt
or claim of any creditor,; or

(c) aids, abets or is privy to any such concealment



or misrepresentation as aforesaid,
he shall be guilty of a misdemeanour. [62

Variation of Shareholders' Rights.

64. (1) If in the case of a company, the share capital of
which is divided into different classes of shares, provision is
made by the memorandum or articles for authorizing the
variation of the rights attached to any class of shares in the
company, subject to the consent of any, specified proportion of
the holders of the issued shares of that class or the sanction of a
resolution passed at a separate meeting of the holders of those
shares, and in pursuance of the said provision the rights attached
to any such class of shares are at any time varied, the holders of
not less in the aggregate than fifteen per cent of the issued
shares of that class, being persons who did not consent to or
vote in favour of the resolution for the variation, may apply to
the court to have the variation cancelled, and, where any such
application is made, the variation shall not have effect unless and
until it is confirmed by the court.

(2) An application under this section must be made within
seven days after the date on which the consent was given or the
resolution was passed, as the case may be, and may be made on
behalf of the shareholders entitled to make the application by
such one or more of their number as they may appoint in
writing for the purpose.

(3) On any such application the court, after hearing the
applicant and any other persons who apply to the court to be
heard and appear to the court to be interested in the application,
may, if it is satisfied, having regard to all the circumstances of
the case, that the variation would unfairly prejudice the
shareholders of the class represented by the applicant, disallow
the variation and shall, if not so satisfied, confirm the variation.

(4) The decision of the court on any such application shall
be final.

(5) The company shall within fifteen days after the making
of an order by the court on any such application





forward a copy of the order to the Registrar, and, if default is
made in complyting with this provision, the company and every
officer of the company who is in default shall be liable to a
default fine.

(6) The expression 'variation' in this section includes
abrogation and the expression 'varied' shall be construed
accordingly. [63

Transfer of Shares and Debentures, Evidence of Title.

65. (1) The shares or other interest of any member in a
company shall be personal estate, transferable in manner
provided by the articles of the company, and shall not be of the
nature of real estate.

(2) Each share in a company having a share capital shall be
distinguished by its appropriate number. [64

66. Notwithstanding anything in the articles of a com-
pany, it shall not be lawful for the company to register a
transfer of shares in or debentures of the company unless
a proper instrument of transfer has been delivered to the
company: Provided that nothing in this section shall
prejudice any power of the company to register as share-
holder or debenture holder any person to whom the right to
any shares in or debentures of the company has been
transmitted by operation of law. [65

67. A transfer of the share or other interest of a
deceased member of a company made by his personal
representative shall, although the personal representative
is not himself a member of the company, be as valid as
if he had been such a member at the time of the execution
of the instrument of transfer. [66

68. On the application of the transferor of any share or
interest in a company, the company shall enter in its register of
members the name of the transferee in the same manner and
subject to the same conditions as if the application for the entry
were made by the transferee. [67

69. (1) If a company refuses to register a transfer of any
shares or debentures, the company shall, within two





months after the date on which the transfer was lodged with the
company, send to the transferee notice of the refusal.

(2) If default is made in complying with this section,
the company and every director, manager, secretary or
other officer of the company who is knowingly a party to
the default shall be liable to a fine of fifty dollars for every
day during which the default continues. [68

70. (1) Every company shall, within two months after the allotment
of any of its shares, debentures, or debenture stock, and within two
months after the date on which a transfer of any such shares,
debentures, or debenture stock, is lodged with the company, complete
and have ready for delivery the certificates of all shares, the debentures,
and the certificates of all debenture stock allotted or transferred, unless
the conditions of issue of the shares, debentures, or debenture stock
otherwise provide. The expression transfer for the purpose of this
subsection means a transfer duly stamped and otherwise valid, and
does not include such a transfer as the company is for any reason
entitled to refuse to register and does not register.

(2) If default is made in complying with this section, the company
and every director, manager, secretary or other officer of the company
who is knowingly a party to the default shall be liable to a fine of fifty
dollars for every day during which the default continues.

(3) If any company on whom a notice has been served
requiring the company to make good any default in
complying with the provisibns of subsection (i) fails to
make good the default within ten days after the service of
the notice, the court may, on the application of the person
entitled to have the certificate or the debentures delivered
to him, make an order directing the company and any
officer of the company to make good the default within
such time as may be specified in the order, and any such
order may provide that all costs of and incidental to the
application shall be borne by the company or by any officer
of the company responsible for the default. [69

71. A certificate, under the common seal of the company,
specifying any shares held by any member, shall be





prima facie evidence of the title of the member to the
shares. [70

72. The production to a company of any document
which is by law sufficient evidence of probate of the will,
or letters of administration of the estate, or confirmation
as executor, of a deceased person having been granted to
some person shall be accepted by the company, notwith-
standing anything in its articles, as sufficient evidence of
the grant. [71

73. (1) A company limited by shares, if so authorized by its
articles, may, with respect to any fully paid-up shares, issue
under its common seal a warrant stating that the bearer of the
warrant is entitled to the shares therein specified, and may
provide, by coupons or otherwise, for the payment of the future
dividends on the shares included in the warrant.

(2) Such a warrant as aforesaid is in this Ordinance termed a
share warrant.

(3) A share warrant shall entitle the bearer thereof to
the shares therein specified, and the shares may be
transferred by delivery of the warrant. [72

74. If any person falsely and deceitfully personates
any owner of any share or interest in any company, or of
any share warrant or coupon, issued in pursuance of this
Ordinance, and thereby obtains or endeavours to obtain
any such share or interest or share warrant or coupon, or
receives or endeavours to receive any money due to any
such owner, as if the offender were the true and lawful
owner, he shall be guilty of felony, and shall on conviction
thereof be liable to imprisonment for life. [73

Special Provisions as to Debentures.

75. (1) Every register of holders of debentures of a company
shall, except when duly closed, be open to the inspection of the
registered holder of any such debentures, and of any holder of
shares in the company, but subject to such reasonable
restrictions as the company may in general meeting impose, so
that not less than two hours





in each day shall be allowed for inspection. For the purposes of this
subsection, a register shall be deemed to be duly closed if closed in
accordance with provisions contained in the articles or in the
debentures or, in the case of debenture stock, in the stock certificates,
or in the trust deed or other document securing the debentures or
debenture stock, during such period or periods, not exceeding in the
whole thirty days in any year, as may be therein specified.

(2) Every registered holder of debentures and every holder of
shares in a company may require a copy of the register of the holders
of debentures of the company or any part thereof on payment of
twenty-five cents for every hundred words required to be copied.

(3) A copy of any trust deed for securing any issue of
debentures shall be forwarded to every holder of any such debentures
at his request on payment in the case of a printed trust deed of the sum
of one dollar or such less sum as may he prescribed by the company,
or, where the trust deed has not been printed, on payment of twenty-
five cents for every hundred words required to be copied.

(4) If inspection is refused, or a copy is refused or not forwarded,
the company and every officer of the company who is in default shall
be liable to a fine of one hundred dollars, and further shall be liable to a
default fine of forty dollars.

(5) Where a company is in default as aforesaid, the
court may by order compel an immediate inspection of the
register or direct that the copies required shall be sent to
the person requiring them. [74

76. A condition contained in any debentures or in any deed for
securing any debentures, whether issued or executed before or after
the commencement of this Ordinance shall not be invalid by reason
only that the debentures are thereby made irredeemable or redeemable
only on the happening of a contingency, however remote, or on the
expiration of a period, however long, any rule of equity to the contrary

notwithstanding. [75





77. (1) Where either before or after the commencement of this
Ordinance a company has redeemed any debentures previously
issued, then-

(a)unless any provision to the contrary, whether express or
implied, is contained in the articles or in any contract
entered into by the company; or

(b)unless the company has, by passing a resolution to that
effect or by some other act, manifested its intention that the
debentures shall be cancelled,

the company shall have, and shall be deemed always to have had,
power to re-issue the debentures, either by reissuing the same
debentures or by issuing other debentures in their place.

(2) On a re-issue of redeemed debentures the person entitled to the
debentures shall have, and shall be deemed always to have had, the
same priorities as if the debentures had never been redeemed.

(3) Where a company has power to re-issue debentures which
have been redeemed, particulars with respect to the debentures which
can be so re-issued shall be included in every balance sheet of the
company.

(4) Where a company has either before or after the passing of this
Ordinance deposited any of its debentures to secure advances from
time to time on current account or otherwise, the debentures shall not
be deemed to have been redeemed by reason only of the account of
the company having ceased to be in debit whilst the
debentures remained so deposited.

The re-issue of a debenture or the issue of another
debenture in its place under the power by this section given to, or
deemed to have been possessed by, a company, whether the re-issue
or issue, was made before or after the passing of this Ordinance, shall
be treated as the issue of a new debenture for the purposes of stamp
duty, but it shall not be so treated for the purposes of any provision
limiting the amount or number of debentures to be issued: Provided
that any person lending money on the security of a debenture re-
issued under this section which appears to be duly stamped may give
the debenture in evidence in any proceedings for enforcing his
security without payment of the stamp





duty or any penalty in respect thereof, unless he had notice or, but for
his negligence, might have discovered, that the debenture was not
duly stamped, but in any such case the company shall be liable to pay
the proper stamp duty and penalty.

(6) Where any debentures which have been redeemed
before the date of the commencement of this Ordinance are
re-issued subsequently to that date, the re-issue of the deben-
tures shall not prejudice any right or priority which any
person would have had under or by virtue of any mortgage
or charge created before the date of the commencement of
this Ordinance, if section 106 of the Companies Ordinance,
as originally enacted, had been enacted in this
Ordinance instead of this section. [76

78. A contract with a company to take up and pay for
any debefitures of the company may be enforced by an order
for specific performance. [77

79. (1) Where, in the case of a company registered in this Colony,
either a receiver is appointed on behalf of the holders of any
debentures of the company secured by a floating charge, or
possession is taken by or on behalf of those debenture holders of any
property comprised in or subject to the charge, then, if the company is
not at the time in course of being wound up, the debts, which in every
winding-up are under the provisions of Part V relating to preferential
payments to be paid in priority to all other debts, shall be paid out of
any assets coming to the hands of the receiver or other person taking
possession as aforesaid in priority to any claim for principal or interest
in respect of the debentures.

(2) The period of time mentioned in the said provisions of Part V
shall be reckoned from the date of the appointment of the receiver or of
possession being taken as aforesaid, as the case may be.

(3) Any payments made under this section shall be recouped as
far as may be out of the assets of the company

available for payment of general creditors. [78





PART 111.

REGISTRATION OF
CHARGES.

Registration of Charges with Registrar of Companies.

80. (1) Subject to the provisions of this Part of this
Ordinance, every charge created after the fixed date by a
company registered in the Colony and being a charge to
which this section applies shall, so far as any security on
the company's property or undertaking is conferred thereby,
be void against the liquidator and any creditor of the com-
pany, unless the prescribed particulars of the charge,
together witli the instrument, if any, by which the charge
is created or evidenced, are delivered to or received by the
Registrar for registration in manner required by this Ordin-
ance within five weeks after the date of its creation, but
without prejudice to any contract or obligation for repay-
ment of the money thereby secured, and when a charge
becomes void under this section the money secured thereby
shall immediately become payable.

(2) This section applies to the following charges

(a)a charge for the purpose of securing any issue of
debentures;

(b) a charge on uncalled share capital of the company;

(c)a charge created or evidenced by an instrument which,
if executed by an individual, would require registration
as a bill of sale;

(d)a charge on land, wherever situate, or any interest
therein ;

(e) a charge on book debts of the company;
a floating charge on the undertaking or property
of the company;

(g) a charge on calls made but not paid;

(h) a charge on a ship or any share in a ship;

(i)a charge on goodwill, on a patent or a licence under a
patent, on a trademark or on a copyright or a licence
under a copyright.

(3) In the case of a charge created out of the Colony
comprising solely property situate outside the Colony the delivery
to and the receipt by the Registrar of a copy verified in the
prescribed manner of the instrument by which the charge is
created or evidenced, shall have the





same effect for the purposes of this section as the delivery and
receipt of the instrument itself, and five weeks after the date on
which the instrument or copy could, in due course of post, and if
despatched with due diligence, have been received in the Colony
shall be substituted for five weeks after the date of the creation
of the charge, as the time within which the particulars and
instrument or copy are to be delivered to the Registrar.

(4) Where a charge is created in the Colony but comprises
property outside the Colony the instrument creating or purporting
to create the charge may be sent for registration under this
section notwithstanding that further proceedings may be
necessary to make the charge valid or effectual according to the
law of the country in which the property is situate.

(5) Where a negotiable instrument has been given to
secure the payment of any book debts of a company the
deposit of the instrument for the purpose of securing an
advance to the company shall not for the purposes of this
section be treated as a charge on those book debts.

(6) The holding of debentures entiffing the holder to a
charge on land shall riot for the purposes of this section be
deemed to be an interest in land.

(7) Where a series of debentures containing, or giving by
reference to any other instrument, any charge to the benefit of
which the debenture holders of that series are entitled pari passu
is created by a company, it shall for the purposes of this section
be sufficient if there are delivered to or received by the
Registrar within five weeks after the execution of the deed
containing the charge or, if there is no such deed, after the
execution of any debentures of the series, the following
particulars

(a) the total amount secured by the whole series; and

(b)the dates of the resolutions authorizing the issue of the
series and the date of the covering deed, if any, by
which the security is created or defined; and

(e) a general description of the property charged; and

(d)the names of the trustees, if any, for the debenture
holders,





together with the deed containing the charge, or, if there is no
such deed, one of the debentures of the series : Provided that,
where more than one issue is made of debentures in the series,
there shall be sent to the Registrar for entry in the register
particulars of the date and amount of each issue, but an omission
to do this shall not affect the validity of the debentures issued.

(8) Where any commission, allowance, or discount has been
paid or made either directly or indirectly by a company to any
person in consideration of his subscribing or, agreeing to
subscribe, whether absolutely or conditionally, for any
debentures of the company, or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for any such
debentures, the particulars required to he sent for registration
under this section shall include particulars as to the amount or
rate per cent of the commission, discount, or allowance so paid
or made, but omission to do this shall not affect the validity of the
debentures issued : Provided that the deposit of any debentures
as security for any debt of the company shall not for the
purposes of this subsection be treated as the issue of the
debentures at a discount.

(9) In this Part-
'charge' includes mollgage;

'the fixed date' means in relation to the charges specified
in paragraphs (a) to (f), both inclusive, of subsection
(2), the 1st day of January, 1912, and in relation to
the charges specified in paragraphs (g) to (i), both
inclusive, or the said subsection, the commencement of
this Ordinance. [79

81. (1) It shall be the duty of a company to send to the
Registrar for registration the particulars of every charge created
by the company and of the issues of debentures of a series,
requiring registration under the last foregoing section, but
registration of any such charge may be effected on the
application of any person interested therein.

(2) Where registration is effected on the application of some
person other than the company, that person shall be entitled to
recover from the company the amount of any fees properly paid
by him to the Registrar on the registration.





(3) If any company makes default in sending to the Registrar for
registration the particulars of any charge created by the company, or of
the issues of debentures of a series, requiring registration as aforesaid,
then, unless the registration has been effected on the application of
some other person, the company and every director, manager,
secretary or other person, who is knowingly a party to the default shall
be liable to a fine of five hundred dollars for every day during which
the default continues. [80

82. (1) Where after the commencement of this Ordinance a
company registered under this Ordinance acquires any property which
is subject to a charge of any such kind as would, if it had been created
by the company after the acquisition of the property, have been
required to be registered under this Part, the company shall cause the
prescribed particulars of the charge, together with a copy (certified in
the prescribed manner to be a correct copy) of the instrument, if any,
by which the charge was created or is evidenced, to be delivered to the
Registrar for registration in manner required by this Ordinance within
five weeks after the date on which the acquisition is completed :
Provided that, if the property is situate and the charge was created
outside the Colony, five weeks after the date on which the copy of the
instrument could in due course of post, and if despatched with due
diligence, have been received in the Colony shall be substituted for
five weeks after the completion of the acquisition as the time within
which the particulars and the copy of the instrument are to be delivered
to the Registrar.

(2) If default is made in complying with this section,
the company and every officer of the company who is in
default shall be liable to a default fine of five hundred
dollars. [81

83. (1) The Registrar of Companies shall keep, with respect to each
company, a register in the prescribed form of all the charges requiring
registration under this Part, and shall, on payment of the prescribed fee,
enter in the register with respect to such charges the following
particulars

(a)in the case of a charge to the benefit of which the holders of
a series of debentures are entitled, such





particulars as are specified in subsection (7) of section
80;

(b) in the case of any other charge-

(i) if the charge is a charge created by the company,
the date of its creation, aiid if the charge was a charge
existing on property acquired by the company, the date
of the acquisition of the property; and

(ii) the amount secured by the charge; and

(iii) short particulars of the property charged; and

(iv) the persons entitled to the charge.

(2) The Registrar shall give a certificate under his hand of the
registration of any charge registered in pursuance of this Part
stating the amount thereby secured, and the certificate shall be
conclusive evidence that the requirements of this Part as to
registration have been complied with.

(3) The register kept in pursuance of this section shall be
open to inspection by any person on payment of the prescribed
fee, not exceeding one dollar for each inspection.

(4) The Registrar shall keep a chronological index,
in the prescribed form and with the prescribed particulars,
of the charges entered in the register. [82

84. (1) The company shall cause a copy, of every certificate
of registration given under the last foregoing section to be
endorsed on every debenture or certificate of debenture stock
which is issued by the company, and the payment of which is
secured by the charge so registered: Provided that nothing in
this subsection shall be construed as requiring a company to
cause a certificate of registration of any charge so given to be
endorsed on any debenture or certificate of debenture stock
issued by the company before the charge was created.

1 (2) If any person knowingly and wilfully authorizes or permits
the delivery of any debenture or certificate of debenture stock
which under the provisions of this section is required to have
endorsed on it a copy of a certificate of registration without the
copy being so endorsed upon it, lie shall, without prejudice to any
other liability, be liable

to a fine of two thousand dollars. [83





85. The Registrar may, on evidence being given to
his satisfaction that the debt for which any registered charge
was given has been paid or satisfied, order that a memoran-
dum of satisfaction be entered on the register, and shall,
if required, furnish the company with a copy thereof. [84

86. The court, on being satisfied that the omission to
register a charge within the time required by this Ordinance,
or that the omission or misstatement of any particular
with respect to any such charge or in a memorandum of
satisfaction, was accidental, or due to inadvertence or to
some other sufficient cause, or is not of a nature to pre-
judice the position of creditors or shareholders of the company
pany, or that on other grounds it is just and equitable to
grant relief, may, on the application of the company or any
person interested, and on such terms and conditions as seem
to the court just and expedient, order that the time for regis-
tration shall be extended, or, as the case may be, that the
omission or misstatement shall be rectified. [85

87. (1) If any person obtains an order for the appointment of a
receiver or manager of the property of a company or appoints such a
receiver or manager under any powers contained in any instrument, he
shall, within seven days from the date of the order or of the
appointment under the said powers, give notice of the fact to the
Registrar, and the Registrar shall, on payment of the prescribed fee,
enter the fact in the register of charges.

(2) Where any person appointed receiver or manager of the
property of a company under the powers contained in any instrument
ceases to act as such receiver or manager, he shall, on so ceasing, give
the Registrar notice to that effect, and the Registrar shall enter the
notice in the register of charges.

(3) If any person makes default in complying with the
requirements of this section, he shall be liable to a fine of fifty dollars
for every day during which the default con-

tinues. [86





Provisions as to Company's Register of Charges and
as to Copies of Instruments creating Charges.

88. Every company shall cause a copy of every instrument
creating any charge requiring registration under this Part to be
kept at the registered office of the company: Provided that, in
the case of a series of uniform debentures, a copy of one
debenture of the series shall be sufficient. [87

89. (1) Every limited company shall keep at the registered
office of the company a register of charges and enter therein all
charges specifically affecting property of the company and all
floating charges on the undertaking or any property of the
company, giving in each case a short description of the property
pharged, the amount of the charge, and, except in the case of
securities to bearer, the names of the persons entitled thereto.

(2) If any director, manager, or other officer of the
company knowingly and wilfully authorizes or permits the
omission of any entry required to be made in pursuance,
of this section, he shall be liable to a fine of two thousand
dollars. [88

90. (1) The copies of instruments creating any charge
requiring registration under this Part with the Registrar, and the
register of charges, kept in pursuance of the last foregoing
section, shall be open 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 shall be
allowed for inspection) to the inspection of any creditor or
member of the company without fee, and the register of charges
shall also be open to the inspection of any other person on
payment of such fee, not exceeding one dollar for each
inspection, as the company may prescribe.

(2) If inspection of the said copies or register is refused, any
officer of the company refusing inspection, and every director
and manager of the company authorizing or knowingly and
wilfully permitting the refusal, shall be liable to a fine of one
hundred dollars, and a further fine of forty dollars for every day
during which the refusal continues.





(3) If any such refusal occurs in relation to a company registered
in the Colony, the court may by order compel an immediate inspection
of the copies or register. [89

Application of Part III to Companies incorporated
outside the Colony.

91. The provisions of this Part shall extend to charges
on property in the Colony which are created, and to charges
on property in the Colony which is acquired, after the com-
mencement of this Ordinance, by a company (whether a
company within the meaning of this Ordinance or not)
incorporated outside the Colony which has an established
place of business in the Colony. [90

PART IV.

MANAGEMENT AND ADMINISTRATION.

Registered Office and Name.

92. (1) A company shall, as from the day on which it begins to
carry on business or as from the twenty-eighth day after the date of its
incorporation, whichever is the earlier, have a registered office in the
Colony to which all communications and notices may be addressed.

(2) Notice of the situation of the registered office, and of any
change therein, shall be given within twenty-eight days after the date
of the incorporation of the company or of the change, as the case may
be, to the Registrar, who shall record the same. The inclusion in the
annual return of a company of a statement as to the address of its
registered office shall not be taken to satisfy the obligation imposed by
this subsection.

(3) If default is made in complying with this section, the company
and every officer of the company who is in default shall be liable to a
default fine.

93. (1) Every company-

(a)shall paint or affix, and keep painted or affixed, its name on
the outside of every office or place in which its business is
carried on, in a conspicuous position, in letters easily legible;

(b)shall have its name engraven in legible characters on its seal;





(c)shall have its name mentioned in legible characters
in all notices, advertisements, and other efficial
publications of the company, and in all bills of
exchange, promissory notes, indorsements, cheques,
and orders for money or goods purporting to be signed
by or on behalf of the company, and in all bills of
parcels, invoices, receipts, and letters of credit of the
company.

(2) Every limited company (other than a company licensed to
be registered without the addition of the word Limited to its
name)-

(a)which exhibits outside or inside its registered office or
outside or inside any office or place in which its
business is carried on; or

(b) which uses on its seal ; or

(c)which uses in any notice, advertisement or other official
publication of the company, or in any contract, deed,
bill of exchange, proniissory note, indorsement,
cheque, or order for money or goods purporting to be
signed by or on behalf of the company, or in any bill of
parcels, invoice, receipt or letter of credit of the
company, or in any trade catalogue, trade circular, show
card or business letter,

any name of or for the company in Chinese characters, whether
such name be a transliteration or translation of its name in the
memorandum or not, shall append to such name so used in
Chinese characters the Chinese characters

: Provided that it shall be lawful for the



Governor by licence to direct that such company shall be
exempted, wholly or in part, from the requirements of this
subsection, and to revoke any such licence.

(3) If a company does riot paint or affix its name in manner
directed by this Ordinance, the company and every officer of the
company who is in default shall be liable to a fine of fifty dollars,
and if a company does not keep its name painted or affixed in
manner so directed, the company and every officer of the
company who is in default shall be liable to a default fine.

(4) If a company fails to comply, with any of the provisions
of subsections (1) and (2) the company shall be liable to a fine of
one thousand dollars.





(5) If a director, manager, or officer of a company, or any person
on its behalf-

(a)uses or authorizes the use of any seal purporting to be a seal
of the company whereon its name is not so engraven as
aforesaid; or

(b)issues or authorizes the issue of any notice, advertisement,
or other official publication of the company or signs or
authorizes to be signed on behalf of the company any bill of
exchange, promissory note, indorsement, cheque, or order
for money or goods, wherein its name is not mentioned in
manner aforesaid; or

(c)issues or authorizes the issue of 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 fine of one thousand dollars and shall, further be
personally liable to the holder of the bill of exchange, promissory note,
cheque, or order for money or goods, for the amount thereof, unless it
is duly paid by the company.

Restrictions on Commencement of Business.

94. (1) Where a company having a share capital has issued a
prospectus inviting the public to subscribe for its shares, the company
shall not commence any business or exercise any borrowing powers
unless

(a)shares held subject to the payment of the whole amount
thereof in cash have been allotted to an amount not less in
the whole than the minimum subscription; and

(b)every director of the company has paid to the company, on
each of the shares taken or contracted to be taken by him
and for which he is liable to pay in cash, a proportion equal
to the proportion payable on application and allotment on
the shares offered for public subscription; and

(c)there has been delivered to the Registrar for registration a
statutory declaration by the secretary or one of the directors,
in the prescribed form, that the aforesaid conditions have
been complied with.





(2) Where a company having a share capital has not issued a
prospectus inviting the public to subscribe for its shares, the company
shall not commence any business or exercise any borrowing powers,
unless

(a)there has been delivered to the Registrar for registration a
statement in lieu of prospectus; and

(b)every director of the company has paid to the company, on
each of the shares taken or contracted to be taken by him and
for which he is liable to pay in cash, a proportion equal to the
proportion payable on application and allotment on the
shares payable in cash; and

(c)there has been delivered to the Registrar for registration a
statutory declaration by the secretary or one of the directors
in the prescribed form that paragraph (b) has been complied
with.

(3) The Registrar shall, on the delivery to him of the said statutory
declaration, and, in the case of a company which is required by this
section to deliver a statement in lieu of prospectus, of such a
statement, certify that the company is entitled to commence business,
and that certificate shall be conclusive evidence that the company is so
entitled.

(4) Any contract made by a company before the date at which it is
entitled to commence business shall be provisional only, and shall not
be binding on the company until that date, and on that date it shall
become binding.

(5) Nothing in this section shall prevent the simultaneous offer for
subscription or allotment of any shares and debentures or the receipt of
any money payable on application for debentures.

(6) If any company commences business or exercises borrowing
powers in contravention of this section, every person who is
responsible for the contravention shall, without prejudice to any other
liability, be liable to a fine of five hundred dollars for every day during
which the contravention continues.

(7) If a company fails to obtain a certificate to commence business
within one year of the date of its incorporation, the Registrar shall send
by registered post to the company at its registered office a letter calling
upon the company to apply for the said certificate.





(8) If the company fails to obtain the said certificate within one
month of the posting of the said letter, the Registrar shall publish in
the Gazette a notice to the effect that the company will be struck off
the register if it fails to obtain the said certificate within two months
after the publication of the said notice.

(9) If the company fails to obtain the said certificate within two
months of the publication of the said notice, the Registrar shall strike
the company off the register and shall publish in the Gazette a
notification to the effect that the company has been struck off the
register.

(10) Upon the publication in the Gazette of the said notification,
the company shall be deemed to be dissolved.

(11) If any company is struck off the register or dissolved under the
provisions of this section, the court, on the application of the company
or, of any member or creditor thereof may, on any ground which may
seem fit to the court, order that the company be restored to the register,
either permanently or temporarily, and may make such restoration
subject to any condition which may seem fit to the court.

(12) Upon the making of any such order, the company shall be
restored to the register and shall, subjed to any order which the court
may make, be deemed to have, continued in existence as if it had not
been struck off the register, and the court may give any directions
which may seem necessary in the circumstances.

(13) If no office of the company has been registered, copies of the
letter referred to in subsection (7) shall be sent by the Registrar by
registered post to each of the persons who subscribed the
memorandum of the company at the respective addresses given
therein.

(14) Nothing in this section shall apply to-
(a) a private
company; or

(b) a company registered before the 1st day of January,

1912.

Register of Members.

95. (1) Every company shall keep in one or more books in the
English language a register of its members, and enter therein the
following particulars-





(a)the names and addresses, and the occupations, if any, of the
members, (and in the case of Chinese members their names
shall be given both in English and Chinese characters) and in
the case of a company having a share capital a statement of
the shares field by each member, distinguishing each share
by its number, and of the amount paid or agreed to be
considered as paid on the shares of each member;

(b)the date at which each person was entered in the register as
a member;

(c) the date at which any person ceased to be a member:

Provided that, where the company has converted any of its shares into
stock and given notice of the conversion to the Registrar, the register
shall show the amount of stock field by each member instead of the
amount of shares and the particulars relating to shares specified in
paragraph (a).

(2) If default is made in complying with this section, the company
and every officer of the company who is in default shall be liable to a
default fine.

96. (1) Every company having more than fifty, members shall,
unless the register of members is in such a form as to constitute in
itself an index, keep an index of the names of the members of the
company and shall, within fourteen days after the date on which any
alteration is made in the register of mernbers, make any, necessary
alteration in the index.

(2) The index, which may be in the form of a card index, shall in
respect of each member contain a sufficient indication to enable the
account of that member in the register to be readily found.

(3) If default is made in complying with this section,

the company and every officer of the company who is in
default shall be liable to a default fine.

97. (1) On the issue of a share warrant the company shall strike out
of its register of members the name of the member then entered therein
as holding the shares specified



in the warrant as if he had ceased to be a member, and shall enter in the
register the following particulars, namely(a) the fact of the issue of the
warrant;





(b)a statement of the shares included in the warrant,
distinguishing each share by its number; and

(c) the date of the issue of the warrant.

(2) The bearer of a share warrant shall, subject to the articles of the
company, be entitled, on surrendering it for cancellation, to have his
name entered as a member in the register of members.

(3) The company shall be responsible for any loss incurred by
any person by reason of the company entering in the register the name
of a bearer of a share warrant in respect of the shares therein specified
without the warrant being surrendered and cancelled.

(4) Until the warrant is surrendered, the particulars specified in
subsection (i) shall be deemed to be the particulars required by this
Ordinance to be entered in the register of members, and, on the
surrender, the date of the surrender must be entered.

(5) Subject to the provisions of this Ordinance, the bearer of a
share warrant may, if the articles of the company so provide, be
deemed to be a member of the company within the meaning of this
Ordinance, either to the full extent or for any purposes defined in the
articles.

98. (1) The register of members, commencing from the date of the
registration of the company, and the index of the names of members,
shall be kept at the registered office of the company, and, except when
the register is closed under the provisions of this Ordinance, shall
during business hours (subject to such reasonable restrictions as the
company in general meeting may impose, so that not less than two
hours in each day be allowed for inspection) be open to the inspection
of any, member without charge and of any other person on payment of
fifty cents or such less sum as the company may prescribe, for each
inspection.

(2) Any member or other person may require a copy of the register,
or of any part thereof, on payment of twentyfive cents, or such less
sum as the company may prescribe, for every hundred words or
fractional part thereof required to be copied. The company shall cause
any copy so required by any person to be sent to that person within a
period of ten days commencing on the day next after the day on which
the requirement is received by the company.





(3) If any inspection required under this section is refused or if
any copy required under this section is not sent within the proper
period, the company and every officer of the company who is in default
shall be liable in respect of each offence to a fine of forty dollars, and
further to a default fine of forty dollars.

(4) In the case of any such refusal or default, the court may by
order compel an immediate inspection of the register and index or direct
that the copies required shall be sent to the persons requiring them.

99. A company may, on giving notice by advertisement in some
newspaper circulating in the district in which the registered office of
the company is situate, close the register of members for any time or
times not exceeding in the whole thirty days in each year.

100. (1) If-

(a)the name of any person is, without sufficient cause, entered
in or omitted from the register of members of a company; or

(b)default is made or unnecessary delay takes place in entering
on the register the fact of any person having ceased to be a
member;

the person aggrieved, or any member of the company, or the company,
may apply to the court for rectification of the register.

(2) Where an application is made under this section, the court may
either refuse the application or may order rectification of the
registerand payment by the company of any damages sustained by
any party aggrieved.

(3) On an application under this section the court may decide any
question relating to the title of any person who is a party to the
application to have his name entered in or omitted from the register,
whether the question arises between members or alleged members, or
between members or alleged members on the one hand and the
company on the other hand, and generally may decide any question
necessary or expedient to be decided for rectification of the register.

(4) In the case of a company required by this Ordinance to send a
list of its members to the Registrar, the court, when





making an order for rectification of the register, shall by its order direct
notice of the rectification to be given to the Registrar.

101. No notice of any trust, expressed, implied, or constructive,
shall be entered on the register, or be receivable by the Registrar, in the
case of companies registered in the Colony.

102. The register of members shall be Prima facie

evidence of any matters by this Ordinance directed or au-
thorized to be inserted therein.

Local or Branch Registers.

103. (1) The Registrar may, subject to instruction from the Governor,
issue an annual licence, available for the, period of one year, to any
company whose objects comprise the transaction of business outside
the Colony, empowering such company, if it is authoried so to do by its
regulations as originally framed or as altered by special resolution, to
keep in any place in which it transacts business a register or registers of
members : Provided that a company applying for such licence must
satisfy the Registrar by a statutory declaration to be filed with him or
otherwise that a substantial part of the business of the company is
carried on at or near the place where it desires to keep such register.
Every such licence shall be valid only until the 31st day of December
next following the date on which it is issued : Provided always that
where the period between the date of the issue of the first, annual
licence to a company and the 31st day of December next following is less
than a year, a proportionate part only of the fee mentioned in subsection
(2) shall be charged.

(2) An annual fee at the rate of four cents for every one hundred
dollars of the paid-up capital of the company to which the licence is
issued shall be paid by such company in respect of such licence. Such
fees shall be paid to the Accountant General within four months of the
date of the licence.

(3) When the Registrar has reasonable cause to believe that a
company is keeping in any place where it transacts





business outside the Colony a register of members, without having a
valid licence under this Ordinance, he shall publish in the Gazette
and send to the company a notice that at the expiration of two months
from the date of such notice the name of the company mentioned
therein will, unless cause to the contrary is shown, be struck off the
register and the company will be dissolved.

(4) At the expiration of the time mentioned in the notice, the
Registrar may, unless cause to the contrary is previously shown by the
company, strike the name of the company off the register and shall
publish notice thereof in the Gazette, and, on such publication the
company whose name is so struck off shall he dissolved : Provided
that the liability, if any, of every director, managing officer, and member
of the company shall continue and may be enforced as if the company
had not been dissolved.

(5) If any company or member thereof feels aggrieved by the name
of such company having been struck off the register in pursuance of
this section, the company or member may apply to the court, and the
court, if it is satisfied that it is just to do so, may order the name of the
company to be restored to the register, and thereupon the company
shall be deemed to have continued in existence as if the name had
never been struck off and the court may, by the order, give such
directions and make such provisions as seem just for placing the
company and all other persons in the same position, as nearly as may
be, as if the name of the company had never been struck off.

(6) A letter or notice tinder this section may be addressed to the
company at its registered office, or, if no office has been registered, to
the care of some director or officer of the company, or if there is no
director or officer of the company whose name and address are known
to the Registrar, may be sent to each of the persons who subscribed
the memorandum, addressed to him at the address mentioned in the
memorandum.

(7) If default is made in complying with subsection (2), the
company and every officer of the company who is in default shall be
liable to a default fine.

104. (1) A local or branch register shall be deemed to be part of the
company's register of members (in this and the next following section
called the principal register).





(2) It shall be kept in the same manner in which the principal
register is by this Ordinance required to be kept, except that the
advertisement before closing the register shall be inserted in some
newspaper circulating in the district where the local or branch register
is kept.

(3) The company shall transmit to its registered office a copy of
every entry in its local or branch register as soon as may be after the
entrv is made, and shall cause to be kept at its registered office, duly
entered up from time to time, a duplicate of its local or branch register.
Every such duplicate shall, for all the purposes of this Ordinance, be
deemed to be part of the principal register.

(4) Subject Subjecty to the provisions of this section with
respect to the duplicate register, the shares registered in a local or
branch register shall be distinguished from the shares registered in the
principal register, and no transaction with respect to any shares
registered in a local or branch register shall, during the continuance of
that registration, be registered in any other register.

(5) A company may discontinue to keep a local or branch register,
and thereupon all entries in that register shall be transferred to some
other local or branch register kept by the company or to the principal
register.

(6) Subject to the provisions of this Ordinance, any company may,
by its articles, make such provisions as it may think fit respecting the
keeping of local or branch registers.

(7) If default is made in complying with subsection (3), the
company and every officer of the company who is in default shall be
liable to a default fine.

105. (1) An instrument of transfer of a share registered
in a local or branch register, shall be deemed to be a transfer
of property situate out of the Colony, and, unless executed
in any part of the Colony, shall be exempt from stamp duty
chargeable in the Colony.

(2) No estate duty under the Estate Duty Ordinance, shall be
payable in respect of the share or other interest of a deceased member
registered in a local or branch register kept out of the Colony under
this Ordinance.





106. (1) If by virtue of the law in force in any part of His Majesty's
dominions outside the Colony companies incorporated under that law
have power to keep in the Colony local or branch registers of their
members resident in the Colony, the Governor in Council may by order
direct that sections 98 and 100 shall, subject to any modifications and
adaptations specified in the order, apply to and in relation to, any such
local or branch registers kept in the Colony as they apply to and in
relation to the registers of companies within the meaning of this
Ordinance.

(2) For the purposes of this section, the expression 'His Majesty's
dominions' includes any territory which is under His Majesty's
protection or in respect of which a mandate under the League of
Nations has been accepted by His Majesty.

Annual Return.

107. (1) Every company having a share capital shall once at least in
every year make a return containing a list of all persons who, on the
day of the first or only ordinary general meeting in the year, are
members of the company, and of all persons who have ceased to be
members since the date of the last return or, in the case of the first
return, of the incorporation of the company.

(2) The list must state the names, addresses, and occupations of
all the past and present members therein mentioned (and in the case of
Chinese members their names shall be given both in English and
Chinese characters) and the number of shares held by each of the
existing members at the date of the return, specifying shares transferred
since, the date of the last return or, in the case of the first return, of the
incorporation of the company by persons who are still members and
have ceased to be members respectively and the dates of registration of
the transfers, and, if the names therein are not arranged in alphabetical
order, must have annexed to it an index sufficient to enable the name of
any person in the list to be readily found: Provided that, where the
company has converted any of its shares into stock and given notice of
the conversion to the Registrar, the list must state the amount of stock
held by each of the existing members instead of the amount of shares
and the particulars relating to shares hereinbefore required.





(3) The return mu st also state the address of the registered office
of the company and must contain a summary distinguishing between
shares issued for cash and shares issued as fully or partly paid up
otherwise than in cash, and specifying the following particulars

(a)the amount of the share capital of the company, and the
number of the shares into which it is divided;

(b)the number of shares taken from the commencement of the
company up to the date of the return;

(c) the amount called up on each share;

(d) the total amount of calls received;

(e) the total amount of calls unpaid;
the total amount of the sums, if any, paid by way
of commission in respect of any shares or debentures;

(g)particulars of the discount allowed on the issue of any
shares issued at a discount, or of so much of that discount
as has not been written off at the date on which the return is
made;

(h)the total amount of the sums, if any, allowed by way of
discount in respect of any debentures, since the date of the
last return;

(i) the total number of shares forfeited

(k)the total amount of shares for which share warrants are
outstanding at the date of the return ;

(1)the total amount of share warrants issued and surrendered
respectively since th e date of the last return;

(m)the number of shares comprised in each share warrant;

(n)all such particulars with respect to the persons who at the
date of the return are the directors of the company as are
by this Ordinance required to be contained with respect to
directors in the register of the directors of a company;

(o)the total arnount of the indebtedness of the company in
respect of all mortgages and charges which are required to be
registered with the Registrar under this Ordinance, or which
would have been required so to be registered if created after
the 1st day of January, 1912.





(4) The return shall be in accordance with the form set out in the
Sixth Schedule, or as near thereto as circumstances admit.

(5) In the case of a company keeping a branch register, the
particulars of the entries in that register shall, so far as they relate to
matters which are required to be stated in the return, be included in the
return made next after copies of those entries are received at the
registered office of the company.

108. (1) Every company not having a share capital shall once at least
in every palendar year make a return stating-

(a) the address of the registered office of the company;

(b)all such particulars with respect to the persons who at the
date of the return are the directors of the company as are by
this Ordinance required to be contained with respect to
directors in the register of directors of a company.

(2) There shall be annexed to the return a statement containing
particulars of the total amount of the indebtedness of the company in
respect of all mortgages and charges which are required to be
registered with the Registrar under this Ordinance, or which would
have been required so to be registered if created after the 1st day of
January, 1912.

109. (1) The annual return must be contained in a
separate part of the register of members, and must be com-
pleted within twenty-eight days after the first or only general
meeting in the year, and the company must forthwith forward
to the Registrar a copy signed by a director or by the
manager or by the secretary of the company.

(2) Section 98 shall apply to the annual return as it applies to the
register of members.

(3) Except where the company is a private company, the annual
return shall include a written copy, certified by

ù director or the manager or secretary of the company to be

aù true copy, of the last balance sheet which has been audited by the
company's auditors, including every document required: by law to be
annexed thereto, together with a copy of the report of the auditors
thereon certified as aforesaid, and if any such balance sheet is in a
foreign language there shall also be annexed to it a translation thereof
in English,





certified in the prescribed manner to he a correct translation

Provided that, if the said last balance sheet did not comply with the
requirements of the law as in force at the date of the audit with respect
to the form of balance sheets, there shall be made such additions to
and corrections in the said copy as would have been required to be
made in the said balance sheet in order to make it comply with the
said requirements, and the fact that the said copy has been so amended
shall be stated thereon.

(4) If a company fails to comply with this section or either of the
two last foregoing sections of this Ordinance, the company and every
officer of the company who is in default shall be liable to a default fine.

(5) For the purposes of subsection (4), the expression officer, and
for the purposes of the last two foregoing sections of this Ordinance
the expression director, shall include any person in accordance with
whose directions or instructions the directors of the company are
accustomed to act.

110. A private company shall send with the annual return required
by section 107 a certificate signed by a director or the secretary of the
company that the company has not, since the date of the last return, or,
in the case of a first return, since the date of the incorporation of the
company, issued any invitation to the public to subscribe, for any
shares or debentures of the company, and, where the annual return
discloses the fact that the number of members of the company exceeds
fifty, also a certificate so signed that the excess consists wholly of
persons who, under paragraph (b) of subsection (i) of section 29, are
not to be included in reckoning the number of fifty.

Meetings and Proceedings.

111. (1) A general meeting of every company shall be held once at
the least in every calendar year, and not more than fifteen months after
the holding of the last preceding general meeting.

(2) If default is made in holding a meeting of the company in
accordance with the provisions of this section, the company, and
every director or manager of the company who is knowingly a party to
the default shall be liable to a fine of five hundred dollars.





(3) If default is made as aforesaid, the court may, on the
application of any member of the company, call, or direct the calling of,
a general meeting of the company.

112. (1) Every company limited by shares and every company limited
by guarantee and having a share capital shall, within a period of not
less than one month nor more than three months from the date at which
the company is entitled to commence business, hold a general meeting
of the members of the company, which shall be called the statutory
meeting.

(2) The directors shall, at least seven days before the day on which
the meeting is held, forward a report (in this Ordinance referred to as
the statutory report) to every member of the company.

(3) The statutory report shall be certified by not less than two
directors of the company, or, where there are less than two directors,
by the sole director and manager, and shall state-

(a)the total number of shares allotted, distinguishing shares
allotted as fully or partly paid up otherwise than in cash, and
stating in the case of shares partly paid up the extent to
which they are so paid up, and in either case the
consideration for which they have been allotted;

(b)the total amount of cash received by the company in respect
of all the shares allotted, distinguished as aforesaid;

(c)an abstract of the receipts of the company and of the
payments made thereout, up to a date within seven days of
the date of the report, exhibiting under distinctive headings
the receipts of the company from shares and debentures and
other sources, the payments made thereout, and particulars
concerning the balance remaining in hand, and an account or
estimate of the preliminary expenses of the company;

(d)the names, addresses, and descriptions of the directors,
auditors, if any, managers, if any, and

secretary of the company; and

(e)the particulars of any contract, the modification of which is
to be submitted to the meeting for its approval, together with
the particulars of the modification or proposed modification.





(4) The statutory report shall, so far as it relates to the shares
allotted by the company, and to the cash received in respect, of such
shares, and to the receipts and payments of the company on capital,
account, be certified as correct by the auditors, if any, ofthe company.

(5) The directors shall cause a copy of the statutory report,
certified as required by this section, to be delivered to the Registrar for
registration forthwith after the sending thereof to the members of the
company.

(6) The directors shall cause a list showing the names,
descriptions, and addresses of the members of the company, and the
number of shares held by them respectively, to be produced at the
commencement of the meeting, and to remain open and accessible to
any member of the company during the continuance of the meeting.

(7) The members of the company present at the meeting shall be at
liberty to discuss any matter relating to the formation of the company,
or arising out of the statutory report, whether previous notice has been
given or not, but no resolution of which notice has not been given in
accordance with the articles may be passed.

(8) The meeting may adjourn from time to time, and at any
adjourned meeting any resolution of which notice has been given in
accordance with the articles, either before or subsequently to the
former meeting, may be passed, and the adjourned meeting shall have
the same powers as an original meeting.

(9) In the event of any default in complying with the provisions of
this section every director of the company who is guilty of or who
knowingly and wilfully authorizes or permits the default shall be liable
to a fine of five hundred dollars.

(io) This section shall not apply to a private company.

113. (1) The directors of a company, notwithstanding an anything in
its articles shall, on the requisition of members of the company holding
at the date of the deposit of the requisition not less than one-tenth of
such of the paid-up capital of the company as at the date of the deposit
carries the right of voting at general meetings of the company, or, in the
case of a company not having a share capital, members





of the company representing not less than one-tenth of the total voting
rights of all the members having at the said date a right to vote at
general meetings of the company, forthwith proceed duly to convene an
extraordinary general meeting of the company.

(2) The requisition must state the objects of the meeting, and must
be signed by the requisitionists and deposited at the registered office
of the company, and may consist of several documents in like form,
each signed by one or more requisitionists.

(3) If the directors do not within twenty-one days from the date of
the deposit of the requisition proceed duly to convene a meeting, the
requisitionists, or any of them representing more than one-half of the
total voting rights of all of them, may themselves convene a meeting,
but any meeting so convened shall not be held after the expiration of
three months from the said date.

(4) A meeting convened under this section by the requisitionists shall
be convened in the same manner, as nearly as possible, as that in which
meetings are to be convened by directors.

(5) Any reasonable expenses incurred by the requisitionists by
reason of the failure of the directors duly to convene a meeting shall be
repaid to the requisitionists by the company, and any sum so repaid
shall be retained by the company out of any sums due or to become
due from the company by way of fees or other remuneration in respect
of their services to such of the directors as were in default.

(6) For the purposes of this section, the directors shall, in the case
of a meeting at which a resolution is to be proposed as a special
resolution, be deemed not to have duly convened the meeting if they
do not give such notice thereof as is required by section 116.

114. (1) The following provisions shall have effect in so far as the
articles of the company do not make other provision in that behalf-

(a)a meeting of a company, other than a meeting for the passing
of a special resolution, may be called by seven days' notice in
writing;





(b)notice of the meeting of a company shall be served on every
member of the company in the manner in which notices are
required to be served by Table A, and for the purpose of this
paragraph the expression Table A means that table as for the
time being in force;

(c)two or more re members holding not less than one-tenth of
the issued share capital or, if the company has not a share
capital, not less than five per cent in nurnber of the members
of the company may call a meeting;

(d)in the case of a private company two members, and in the
case of any other company three members, personally,
present shall be a quorum;

(e)any member elected by the members present at a meeting
may be chairman thereof;

(f) in the case of a company originally having a share capital,
every member shall have one vote in respect of each share or
each one hundred dollars of stock held by him, and in any
other case every member shall have one vote.

(2) If for any reason it is impracticable to call a meeting of a
company in any manner in which meetings of that company may be
called, or to conduct the meeting of the company in manner
prescribed by the articles or this Ordinance, the court may, either of it
own motion or on the application of anY director of the company or of
any member of the company who would be entitled to vote at the
meeting, order a meeting of the company to be called, held and
conducted in such manner as the court thinks fit, and where any such
order is made may give such ancillary or consequential directions as it
thinks expedient, and any meeting called, held and conducted in
accordance with any such order shall for all purposes be deemed to be
a meeting of the company duly called, held and conducted.

115. (1) A corporation, whether a company within the meaning of
this Ordinance or not, may

(a)if it is a member of another corporation, being a company
within the meaning of this Ordinance, by resolution of its
directors or other governing body authorize such person as
it thinks fit to act as its representative at any meeting of the
company or





at any meeting of any class of members of the company;

(b)if it is a creditor (including a holder of debentures) of another
corporation, being a company within the meaning of this
Ordinance, by resolution of its directors or other governing
body authorize such person as it thinks fit to act as its
representative

at any meeting of any creditors of the company held in
pursuance of this Ordinance or of any rules made
thereunder or in pursuance of the provisions contained in
any debenture or trust deed, as the case may be.

(2) A person authorized as aforesaid shall be. entitled to exercise
the same powers on behalf of the corporation on which he represents
as that corporation could exercise if it were an individual shareholder,
creditor, or holder of debentures, of that other company.

116. (1) A resolution shall be an extraordinary resolution when it
has been passed by a majority of not less than three-fourths of such
members as, being entitled so to do, vote in person or, where proxies
are allowed, by proxy, at a general meeting of which notice specifying
the intention to propose the resolution as an extraordinary resolution
has been duly given.

(2) A resolution shall be a special resolution when it has been
passed by such a majority as is required for the passing of an
extraordinary resolution and at a general meeting of which not less
than twenty-one days' notice, specifying the intention to propose the
resolution as a special resolution, has been duly given: Provided that,
if all the members entitled to attend and vote at any such meeting so
agree, a resolution may be proposed and passed as a special resolution
at a meeting of which less than twenty-one days' notice has been
given.

(3) At any meeting at which an extraordinary resolu-
tion or a special resolution is submitted to be passed, a
declaration of the chairman that the resolution is carried
shall, unless a poll is demanded, be conclusive evidence of
the fact without proof of the number or proportion of the
votes recorded in favour of or against the resolution.





(4) At any meeting at which an extraordinary resolution or a
special resolution is submitted to be passed a poll shall be taken to be
effectively demanded, if demanded-

(a)by such number of members for the time being entitled under
the articles to vote at the meeting as may be specified in the
articles, so, however, that it shall not in any case be
necessary for more than five members to make the demand;
or

(b)if no provision is made by the articles with respect to the
right to demand the poll, by three members so entitled or by
one member or two members so entitled, if that member
holds or those two members together hold not less than
fifteen per cent of the paid-up share capital of the company.

(5) When a poll is demanded in accordance with this section, in
computing the majority on the poll reference shall be had to the number
of votes to which each member is entitledby virtue of this Ordinance or
of the articles of the company.

(6) For the purposes of this section, notice of a meeting shall be
deemed to be duly given and the meeting to be duly held when the
notice is given and the meeting held in manner provided by this
Ordinance or the articles.

117. (i) A printed copy of every resolution or agree-

ment to which this section applies shall, within fifteen days
after the passing or making thereof, be forwarded to the
Registrar and recorded by him.

(2) Where articles have been registered, a copy of every such
resolution or agreement for the time being in force shall be embodied in
or annexed to every copy of the articles issued after the passing of the
resolution or the making of the agreement.

(3) Where articles have not been registered, a printed copy of
every such resolution or agreement shall be forwarded to any member
at his request, on payment of one dollar or such less sum as the
company may direct.

(4) This section shall apply to-

(a) special resolutions;

(b) extraordinary resolutions;





(c)resolutions which have been agreed to by all the members
of a company, but which, if not so agreed to, would not have
been effective for their purpose unless, as the case may be,
they had been passed as special resolutions or as
extraordinary resolutions;

(d)resolutions or agreements which have been agreed to by all
the members of some class of shareholders, but which, if not
so agreed to, would not have been effective for their
purpose unless they had been passed by some particular
majority or otherwise in some particular manner, and all
resolutions or agreements which effectively bind all the
members of any class of shareholders though not agreed
to by all those members;

(e)resolutions requiring a company to be wound up voluntarily,
passed under paragraph (a) of subsection (i) of section 213.

(5) If a company fails to comply with subsection (i), the company
and every officer of the company who is in default shall be liable to a
default fine of twenty dollars.

(6) If a company falls to comply with subsection (2) or (3), the
company and every officer of the company who is in default shall be
liable to a fine of twenty-five dollars for each copy in respect of which
default is made.

(7) For the purposes, of the last two foregoing subsections, a
liquidator of the company shall be deemed to be an officer of the
company.

118. Where after the commencement of this Ordinance a resolution
is passed at an adjourned meeting of

(a) a company;

(b) the holders of any class of shares in a company

(c) the directors of a company, the resolution shall for all purposes
be treated as having been passed on the date on which it was in fact
passed, and shall not be deemed to have been passed on any earlier
date.

119. (1) Every company shall cause minutes of all proceedings of
general meetings, and where there are directors or managers, of all
proceedings at meetings of its directors or of its managers, to he
entered in books kept for that purpose.





(2) Any such, minute if purporting to be signed by the chairman of
the meeting at which the proceedings were had, or by the chairman of
the next succeeding meeting, shall be evidence of the proceedings.

(3) Where minutes have been made in accordance with the provisions
of this section of the proceedings at any general meeting of the
company or meeting of directors or managers, then, until the contrary is
proved, the meeting shall be deemed to have been duly held and
convened, and all proceedings had thereat to have been duly had, and
all appointments of directors, managers, or liquidators, shall be deemed
to he valid.

120. (1) The books containing the minutes of proceed-
ings of any general meeting of a company held after the
commencement of this Ordinance shall be kept at the register-
ed office of the company, and shall during business hours
(subject to such reasonable restrictions as the company may
by its articles or in general meeting impose, so that no less
than two hours in each day be allowed for inspection) be
open to the inspection of any member without charge.

(2) Any member shall be entitled to be furnished, within seven days
after he has made a request in that behalf to the company, with a copy
of any such minutes as aforesaid at a charge not exceeding twenty-five
cents for every hundred words.

(3) If any inspection required under this section is refused or if
any copy required under this section is not sent within the proper time,
the company and everv officer of the company who is in default shall
be liable in respect of each offence to a fine of forty dollars and further
to a default fine of forty dollars.

(4) In the case of any such refusal or default, the court may by
order compel an immediate inspection of the books in respect of all
proceedings of general meetings or direct that the copies required shall
be sent to the persons requiring them.

Accounts and Audit.

121. (1) Every company shall cause to be kept proper books of
account with respect to





(a)all sums of money received and expended by the company
and the matters in respect of which the receipt and
expenditure takes place;

(b) all sales and purchases of goods by the company;

(c) the assets and liabilities of the company.

And for this purpose every company shall cause to be kept the
following books, namely

(i) a cash, book, or books which shall contain a full and complete
record of all sums of moneY paid to the company or to any agent of the
company and of all sums of money expended by the company or by
any agent of the company and of the matters in respect of which such
receipt and expenditure take place: Provided that, if such book or books
are kept in a language other than English, there shall also be kept, in the
English language a book which shall contain a daily summary of all the
receipts which are recorded in the cash book or books. There shall be
set out in such summary under appropriate beads the daily totals of
receipts and payments in such a manner as to show clearly their
respective sources and the accounts in respect of which they are made,
and full particulars shall be given in respect of all receipts and payments
on account of capital and of all payments made to directors of the
company. The entries in such book shall in every case be made at a date
not later than one month from the date under which the transactions of
which they are a record are entered in the cash book or books;

(ii) a journal or other book or books in which shall be recorded all
financial transactions of the company other than cash transactions and
all transactions which in any way affect the accretions and diminutions
on capital and revenue accounts of the company with full explanations
of such transactions;

(iii) a ledger or other book or books in which shall be entered each
to its proper account the transactions recorded in the cash book and
journal so as to show the financial relations of the company with every
party with whorn it has dealings and the financial position of the
company itself.

(2) The books of account shall be kept at the registered office of
the company or at such other place as the directors think fit, and shall
at all times be open to inspection by the directors.





(3) If any person being a director of a company fails to take all
reasonable steps to secure compliance by the company with the
requirements of this section, or has by his own wilful act been the
cause of any default by the company thereunder, he shall, in respect of
each offence, be liable on summary conviction to imprisonment for six
months or to a fine of two thousand dollars: Provided that a person
shall not be sentenced to imprisonment for an offence under this
section unless, in the opinion of the court dealing with the case, the
offence was committed wilfully.

122. (1) The directors of every company shall at some date not late
than eighteen months after the incorporation of the company and
subsequently once at least in every calendar year lay before the
company in general meeting a profit and loss account or, in the case of
a company not trading for profit, an income and expenditure account
for the period, in the case of the first account, since the incorporation
the company, and, in any other case, since the preceding account,
made up to a date not earlier than the date of the meeting by more, than
nine months, or, in the case of a company, carrying on business or
having interests abroad, by more than twelve months: Provided that
the court, if for any special reason they think fit so to do, may, in the
case of any company, extend the period of eighteen months aforesaid,
and in the case of any company and with respect to any year extend
the periods of nine and twelve months aforesaid.

(2) The directors shall cause to be made out in every calendar year,
and to be laid before the company in general meeting, a balance sheet
as at the date to which the profit and loss account, or the income and
expenditure account, as the case may be, is made up, and there shall be
attached to every such balance sheet a report by the directors with
respect to the state of the company's affairs, the amount, if any, which
they recommend should be paid by way of dividend, and the amount, if
any, which they propose to carry to the reserve fund, general reserve
or reserve account shown specifically on the balance sheet, or to a
reserve fund, general reserve or reserve account to be shown
specifically on a subsequent balance sheet.





(3) If any person being a director of a company fails to take all
reasonable steps to comply with the provisions of this section, he
shall, in respect of each offence, be liable on summary conviction to
imprisonment for six months or to a fine of two thousand dollars:
Provided that a person shall not be sentenced to imprisonment for an
offence under this section unless, in the opinion of the court dealing
with the case, the offence was committed wilfully.

123. (1) Every balance sheet of a company shall contain a summary
of the authorized share capital and of the issued share capital of the
company, its liabilities and its assets, together with such particulars as
are necessary to disclose the general nature of the liabilities and the
assets of the company and to distinguish between the amounts
respectively of the fixed assets and of the floating assets, and shall
state how the values of the fixed assets have been arrived at.

(2) There shall be stated under separate headings in ,the balance
sheet, so far as they are not written written off-

(a) the preliminary, expenses of the company; and

(b)any expenses incurred in connexion with any issue of share
capital or debentures; and

(c)if it is shown as a separate item in or is otherwise
ascertainable from the books of the company, Or from any
contract for the sale or purchase of any property to be
acquired by the company, or from any documents in the
possession of the company relating to the stamp duty
payable in respect of any such contract or the conveyance
of any such property, the amount of the goodwill and of any
patents and trade marks as so shown or ascertained.

(3) Where any liability of the company is secured otherwise than
by operation of law on any assets of the company, the balance sheet
shall include a statement that that liability is so secured, but it shall not
be necessary to specify in the balance sheet the assets on which the
liability is secured.

(4) The provisions of this section are in addition to other
provisions of this Ordinance requiring other matters to be stated in
balance sheets.





124. Where any of the assets of a company consist of shares in, or
amounts owing (whether on account of a loan or otherwise) from a
subsidiary company or subsidiary companies, the aggregate amount of
those assets, distinguishing shares and indebtedness, shall be set out
in the balance sheet of the first-mentioned company separately from all
its other assets, and where a company is indebted, whether on account
of a loan or otherwise, to a subsidiary company or subsidiary
companies, the aggregate amount of that indebtedness shall be set out
in the balance sheet of that company separately from all its other
liabilities.

125. (1) Where a company (in this section referred to as the holding
company) holds shares either directly or through a nominee in a
subsidiary company or in two or more subsidiary companies, there shall
be annexed to the balance sheet of the holding company a statement,
signed by the persons by whom in pursuance of section 128 the balance
sheet is signed, stating how the profits and losses of the subsidiary
company, or, where there are two or more subsidiary companies, the
aggregate profits and losses of those companies, have, so far as they
concern the holding company, been dealt with in, or for the purposes
of, the accounts of the holding company, and in particular how, and to
what extent,-

(a)provision has been made for the losses of a subsidiary
company either in the accounts of that company or of the
holding company, or of both; and

(b)losses of a subsidiary company have been taken into account
by the directors of the holding company in arriving at the
profits and losses of the holding company as disclosed in
accounts:

Provided that it shall not be necessary to specify in any such
statement the actual amount of the profits or losses of any subsidiary
company, or the actual amount of any part of any such profits or losses
which has been dealt with in any particular manner.

(2) If in the case of a subsidiary company the auditors' report on
the balance sheet of the company does not state without qualification
that the auditors have obtained all the information and explanations
they have required and that the balance sheet is properly drawn up so
as to exhibit a





true and correct view of the state of the company's affairs according to
the best of their information and the explanations given to them and as
shown by the books of the company, the statement which is to be
annexed as aforesaid to the balance sheet of the holding company shall
contain particulars of the manner in which the report is qualified.

(3) For the purposes of this section, the profits or losses of a
subsidiary company mean the profits or losses shown in any accounts
of the subsidiary company made up to a date within the period to
which the accounts of the holding company relate, or, if there are no
such accounts of the subsidiary company available at the time when
the accounts of the holding company are made up, the profits or losses
shown in the last previous accounts of the subsidiary company which
became available within that period.

(4) If for any reason the directors of the holding company are
unable to obtain such information as is necessary for the preparation
of the statement aforesaid, the directors who sign the balance sheet
shall so report in writing and their report shall be annexed to the
balance sheet in lieu of the statement.

126. (1) Where the assets of a company consist in whole or in part of
shares in another company, whether held directly or through a nominee
and whether that other company is a company within the meaning of
this Ordinance or not, and

(a) the amount of the shares so held is at the time when the
accounts of the holding company are made up more than
fifty per cent of the issued share capital of that other
company or such as to entitle the company to more than
fifty per cent of the voting power in that other company; or

(b)the company has power (not being power vested in it by
virtue only of the provisions of a debenture trust deed or by
virtue of shares issued to it for the purpose in pursuance of
those provisions) directly or indirectly to appoint the majority
of the directors of that other company,

that other company shall be deemed to be a subsidiary company within
the meaning of this Ordinance, and the expression subsidiary company
in this Ordinance means a





company in the case of which the conditions of this section are
satisfied.

(2) Where a company the ordinary business of which includes the
lending of money holds shares in another company as security only,
no account shall or the purpose of determining under this section
whether that other company is a subsidiary company be taken of the
shares so held.

127. (1) The accounts which in pursuance of this Ordinance are to
be laid before every company in general meeting shall, subject to the
provisions of this section, contain particulars showing-

(a)the amount of any loans which during the period to which the
accounts relate have been made either by the company or by
any other person under a guarantee from or on a security
provided by the company to any director or officer of the
company, including any such loans which were repaid during
the said period; and

(b)the amount of any loans made in manner aforesaid to any
director or officer at any time before the period aforesaid and
outstanding at the expiration thereof; and

(c)the total of the amount paid to the directors as remuneration
for their services, inclusive of all fees, percentages, or other
emoluments, paid to or receivable by them by or from the
company or by or from any subsidiary company.

(2) The provisions of subsection (i) with respect to loans shall not
apply-

(a)in the case of a company the ordinary business of which
includes the lending of money to a loan made by the
company in the ordinary course of its business; or

(b)to a loan made by the company to any employee of the
company if the loan does not exceed twenty thousand dollars
and is certified by the directors of the company to have been
made in accordance with any practice adopted or about to be
adopted by the company with respect to loans to its
employees.





(3) The provisions of subsection (i) with respect to the
remuneration paid to directors shall not apply in relation to a managing
director of the company, and in the case of any other director who
holds any salaried employment or office in the company there shall not
be required to be included in the said total amount any sums paid to
him except except sums paid by way of directors' fees.

(4) If in the case of any such accounts as aforesaid the
requirements of this section are not complied with, it shall be the duty
of the auditors of the company by whom the accounts are examined to
include in their report on the balance sheet of the company, so far as
they are reasonably able to do so, a statement giving the required
particulars.

(5) In this section the expression emoluments includes fees,
percentages and other payments made or consideration given, directly
or indirectly, to a director as such, and the money value of any
allowances or perquisites belonging to his office.

128. (1) Every balance sheet of a company shall be signed on behalf of,
the board by two of the directors of the company, or, if there is only
one director, by that director, and the auditors' report shall be attached
to the balance sheet, and the report shall be read before the company in
general meeting, and shall be open to inspection by any member.

(2) In the case of a banking company, the balance sheet must be
signed by the secretary or manager, if any, and where there are more
than three directors of the company by at least three of those directors,
and where there are not more than three directors by all the directors.

(3) If any copy of a balance sheet which has not been signed as
required by this section is issued, circulated, or published, or if any
copy of a balance sheet is issued, circulated, or published without
having a copy of the auditors' report attached thereto, the company,
and every director, manager, secretary, or other officer of the company
who is knowingly a party to the default, shall on conviction be liable to
a fine of one thousand dollars.





129. (1) In the case of a company not being a private company-

(a)a copy of every balance sheet, including every document
required by law to be annexed thereto, which is to be laid
before the company in general meeting, together with a copy
of the auditors' report, shall, not less than seven days before
the date of the meeting, be sent to all persons entitled to
receive notices of general meetings of the company;

(b)any member of the company, whether he is or is not entitled
to have sent to him copies of the company's balance sheets,
and any holder of debentures of the company, shall be
entitled to be furnished on demand without charge with a
copy of the last balance sheet of the company, including
every document required by law to be annexed thereto,
together with a copy of the auditors' report on the balance
sheet.

If default is made in complying with paragraph (a),
the company and every officer of the company who is in
default shall be liable to a fine of two hundred dollars, and
if, where any person makes a demand for a document with
which he is by virtue of paragraph (b) entitled to be
furnished, default is made in complying with the demand
within seven days after the making thereof, the company
and every director, manager, secretary or other officer of
the company who is knowingly a party to the default shall
be liable to a fine of fifty dollars for every day during which
the default continues, unless it is proved that that person
has already made a demand for and been furnished with a
copy of the document.

(2) In the case of a company being a private company,
any member shall be entitled to be furnished, within seven
days after lie has made a request in that behalf to the com-
pany, with a copy of the balance sheet and auditors' report
at a charge not exceeding twenty-five cents for every hundred
words. If default is made in furnishing such a copy to any
member who demands demands it and tenders to the company the
amount of the proper charge therefor, the company and
every officer of the company who is in default shall be liable
to a default fine.





130. (1) Every company, being a limited banking company or an
insurance company or a deposit, provident, or benefit society, shall,
before it commences business, and also on the 1st Monday in February
and the 1st Tuesday in August in every year during which it carries on
business, make a statement in the English language in the form set out
in the Seventh Schedule, or as near thereto as circumstances admit.

(2) A copy of the statement shall be put up in a conspicuous place
in the registered office of the company, and in every branch office or
place where the business of the company is carried on.

(3) Every member and every creditor of the company shall be
entitled to a copy of the statement, on payment of a sum not exceeding
twenty-five cents.

(4) If default is made in complying with this section, the company
and every director and manager of the company who knowingly and
wilfully authorizes or permits the default shall be liable to a fine of one
hundred dollars for every day during which the default continues.

(5) For the purposes of this Ordinance a company which carries
on the business of insurance in common with any other business or
businesses shall be deemed to be an insurance company.

(6) This section shall not apply to any insurance company to
which the provisions of the Life Insurance Companies Ordinance, or
the Fire and Marine Insurance Companies Deposit Ordinance, apply, if
the company complies with those provisions.

131. (1) Every company shall at each annual general meeting
appoint an auditor or auditors to hold office until the next annual
general meeting.

(2) If an appointment of auditors is not made at an annual general
meeting, the court may, on the application of any member of the
company, appoint an auditor of the company for the current year.

(3) The Clerk of Councils shall publish annually by notification in
the Gazette a list in two parts containing the





names of all persons who are authorized by the Governor
in Council to perform the duties required by this Ordin-
ance to be performed by an auditor, and shall from time
to time similarly publish the names of persons added to
or removed from any part of the last published annual list
by order of the Governor in Council. The last published,
annual list as so amended shall be deemed the current
authorized list. The Governor in Council shall not order
the insertion of the name of any person in any part of any
such list unless he deems him in all respects fit and suitable
to be authorized. The Governor in Council may in his
absolute discretion by order remove the name of any
authorized auditor who has ceased to practice in the Colony;
he may also on any ground which he may deem sufficient,
remove the name of any person he may consider unfit or
unsuitable to continue to be authorized; but in such last
mentioned case notice shall be given, if practicable, to the
person whose name it is proposed to remove and he shall
be entitled to be heard by the Governor in Council either
in person or by counsel, before such removal is made. The
first part of the current authorized list shall contain the
names of persons authorized to audit accounts kept in
English; and the second part shall contain the names of
persons authorized to audit accounts kept in Chinese.
Where the accounts of a company are kept in English, no
person shall be appointed auditor unless his name appears
in the first part of the current authorized list, and where
the accounts of a company are kept in Chinese, no person
shall be appointed auditor unless his name appears in the
second part of the current authorized list. Every company
which keeps its accounts partly in English and partly in
Chinese shall have its accounts audited as to that part which
is kept in English by a person whose name appears in the
first part of the current authorized list and as to that part
which is kept in Chinese by a person whose name appears
in the second part of the current authorized list. Nothing
herein shall be deemed to prevent the Governor in Council
authorizing the inclusion of a name in both parts of the
current authorized list; and nothing herein shall be deemed
to require a second auditor for the daily surnmary in the
English language referred to in the proviso in subsection
(1) of section 121. In this subsection person shall include
a firm.





(4) A person, other than a retiring auditor, shall not be capable of
being appointed auditor at an annual general meeting unless notice of
an intention to nominate that person to the office of auditor has been
given by a member to the company not less than fourteen days before
the annual general meeting, and the company shall send a copy of any
such notice to the retiring auditor, and shall give notice thereof to the
members, either by advertisement or in any other mode allowed by the
articles, not less than seven days before the annual general meeting :
Provided that if, after notice of the intention to nominate an auditor has
been so given, an annual general meeting is called for a date fourteen
days or less after the notice has been given, the notice, though not
given within the time required by this subsection, shall be deemed to
have been properly given for the purposes thereof, anj the notice to be
sent or given by the company may; instead of being sent or given
within the time required by this subsection, be sent or given at the same
time as the notice of the annual general meeting.

(5) Subject as hereinafter provided, the first auditors of the
company may be appointed by the directors at any time before the first
annual general meeting, and auditors so appointed shall hold office
until that meeting : Provided that-

(a)the company may at a general meeting of which notice has
been served on the auditors in the same manner as on
members of the company remove any such auditors aiid
appoint in their place any other persons being persons who
have been nominated for appointment by any member of the
company aiid of whose nomination notice has been given to
the members of the company not less than seven days before
the date of the meeting; and

(b)if the directors fail to exercise their powers under this
subsection, the company, in general meeting may appoint
the first auditors, and thereupon the said powers of the
directors shall cease.

(6) The directors may fill any casual vacancy in the office of
auditor, but while any such vacancy continues the surviving or
continuing auditor or auditors, if any, may act.





(7) The remuneration of the auditors of a company shall be fixed
by the company in general meeting, except that the remuneration of an
auditor appointed before the first annual general meeting, or of an
auditor appointed to fill a casual vacancy, may be fixed by the
directors, and that the remuneration of an auditor appointed by the
court



may be fixed by the court.

132. (1) None of the following persons shall be qualified for
appointment as auditor of a company

(a) a director or officer of the company;

(b) except where the company is a private company,


a person who is a partner of or in the employ-
ment of an officer of the company;

(c) a body corporate.

(2) Nothing in this section shall disqualify a body

corporate from acting as auditor of a company if acting

tinder an appointment made before the day on which this

Ordinance comes into operation, but subject as aforesaid

any body corporate which acts as auditor of a company

shall be liable to a fine of two thousand dollars.

133. (1) The auditors shall make a report to the mem-

bers on the accounts examined by them, and on every

balance sheet laid before the company, in general meeting

during their tenure of office, and the report shall state-

(a) whether or not they have obtained all the informa-

tion and explanations they have required; and

(b) whether, in their opinion, the balance sheet referred

to in the report is properly drawn up so as to

exhibit a true and correct view of the state of the

company's affairs according to the best of their

information and the explanations given to them,

and as shown by the books of the company.

(2) Every auditor of a company shall have a right of

access at all times to the books and accounts and vouchers

of the company, and shall be entitled to require from the







directors and officers of the company such information and

explanation as may be necessary for the performance of the

duties of the auditors. Provided that, in the case of a

banking company which has branch banks beyond the limits

of the Colony, it shall be sufficient if the auditor is allowed





access to such copies and extracts from such books, and accounts of
any such branch as have been transmitted to the head office of the
company in the Colony.

(3) The auditors of a company shall be entitled to attend any
general meeting of the company at which any accounts which have
been examined or reported on by them are to be laid before the
company and to make any statement or explanation they desire with
respect to the accounts.

Inspection.

134. (1) The court may appoint one or more competent inspectors
to investigate the affairs of a company and to report thereon in such
manner as the court may direct-

(a)in the case of a banking company having a share capital, on
the application of members holding not less than one-third
of the shares issued;

(b)in the case of any other company having a share capital,
on the application of members holding not less than one-
tenth of the shares issued;

(c)in the case of a company not having a share capital, on the
application of not less than one-fifth in number of the
persons on the company's register of members.

(2) The application shall be supported by such evidence as the
court may require for the purpose of showing that the applicants have
good reason for, and are not actuated by malicious motives in,
requiring the investigation, and the court may, before appointing an
inspector, require the applicants to give security, to an amount not
exceeding one thousand dollars, for payment of the costs of the
inquiry.

(3) It shall be the duty of all officers and agents of the company to
produce to the inspectors all books and documents in their custody or
power.

(4) An inspector may examine on oath the officers and agents of
the company in relation to its business and may administer an oath
accordingly.

(5) If any officer or agent of the company refuses to produce to
the inspectors any book or document which





it is his duty under this section so to produce~, Or refuses to answer
any question which is put to him by the inspectors, with respect to the
affairs of the company, the inspectors may certify the refusal under
their hand to the court, and the court may thereupon inquire into, the
case, and, after hearing any witnesses who may be produced against or
on behalf of the alleged offender and after hearing any statement
which may be offered in defence, punish the offender in like
manner as if he had been guilty of contempt of the court.

(6) On the conclusion of the investigation the inspectors
shall report their opinion to the court which shall direct that a copy of
the report be forwarded to the registered office of the company. A
further copy shall, at the request of the applicants for the
investigation, be delivered to them. The report shall be written or
printed, as the court may direct.

135. (1) If from any report made under the last foregoing section it
appears to the court that any person has been guilty of any offence in
relation to the company for which he is criminally liable, the court may
direct that the matter shall be referred to the Attorney General.

(2) If where any matter is referred to the Attorney General under
this section he considers that the case is one in which a prosecution
ought to be instituted and, further, that it is desirable in the
public interest that the proceedings in the prosecution should be
conducted by him, he shall institute proceedings accordingly, and it
shall be the duty of all officers and agents of the company, past and
present (other than the defendant in the proceedings), to give to him all
assistance in connexion with the prosecution which they are
reasonably able to give.

For the purposes of this subsection, the expression agents in
relation to a company shall be deemed to include the bankers and
solicitors of the company and any persons employed by the company
as auditors, whether those persons are or are not officers of the
company.

(3) The expenses of and incidental to an investigation under the
last preceding section (in this subsection referred to as the expenses)
shall be defrayed as follows-





(a)where as a result of the investigation a prosecution is
instituted by the Attorney General, the expenses shall be
defrayed by the revenues of the Colony;

(b)in any other case the expenses shall be defrayed by the
company unless the court thinks proper to direct, as the
court is hereby authorized to do, that they shall either be
paid by the applicants or in part by the company and in part
by the applicants

Provided that-

(a)if the company fails to pay the whole or any part of the sum
which it is liable to pay under this subsection, the applicants
shall make good the deficiency up to the amount by which
the security given by them under the last preceding section
exceeds the amount, if any, which they have under this
subsection been directed by the court to pay; and

(b)any balance of the expenses not defrayed either by the
company or the applicants shall be defrayed by Ahe
revenues of the Colony.

136. (1) A company may by special resolution appoint inspectors to
investigate its affairs.

(2) Inspectors so appointed shall have the same powers and duties
as inspectors appointed by the court, except that, instead of reporting
to the court, they shall report in such manner and to such persons as
the company in general meeting may direct.

(3) If any officer or agent of the company refuses to produce to
the inspectors tiny book or document which it is his duty under this
section so to produce, or refuses to answer any question which is put
to him by the inspectors with respect to the affairs of the company, he
shall be liable to be proceeded against in the same manner as if the
inspectors had been inspectors appointed by the court.

137. A copy of the report of any inspectors appointed tinder this
Ordinance, authenticated by the seal of the company whose affairs
they have investigated, shall be admissible in any legal proceeding as
evidence of the opinion of the inspectors in relation to any matter
contained in the report.





Directors and Managers.

138. (1) Every company registered after the commencement of this
Ordinance shall have at least two directors.

(2) This section shall not apply to a private company.

139. (1) A person shall not be capable of being, appointed director
of a company by the articles, and shall not be named as a director or
proposed director of a company in a prospectus issued by or on behalf
of the company, or as proposed director of an intended company in a
prospectus issued in relation to that intended company, or in a
statement in lieu of prospectus delivered to the Registrar by or on
behalf of a company, unless, before the registration of the articles or
the publication of the prospectus, or the delivery of the statement in
lieu of prospectus, as the case may be, he has by himself or by his
agent authorized in writing

(a)signed and delivered to the Registrar for registration a
consent in writing to act as such director; and

(b) either-

(i) signed the memorandum for a number of shares not
less than his qualification, if any; or

(ii) taken from the company and paid or agreed to pay for
his qualification share, if any; or

(iii) signed and delivered to the Registrar for registration
an undertaking in writing to take from the company and pay
for his qualification shares, if any ; or

(iv) made and delivered to the Registrar for registration a
statutory declaration to the effect that a number of shares,
not less than his qualification, if any, are registered in his
name.

(2) Where a person has signed and delivered as aforesaid an
undertaking to take and pay for his qualification shares, he shall, as
regards those shares, be in the same position as if he had signed the
memorandum for that number of shares.

(3) On the application for registration of the memorandum and
articles of a company the applicant shall deliver to the Registrar a list
of the persons who have consented





to be directors of the company, and, if this list contains the
name of any person who has not so consented, the applicant
shall be liable to a fine of five hundred dollars.

(4) This section shall not apply to-

(a) a company not having a share capital; or

(b) a private company; or

(c)a company which was a private company before
becoming a public company; or

(d)a prospectus issued by or on behalf of a company after
the expiration of one year from the date on which the
company was entitled to commence business.

140. (1) Without prejudice to the restrictions imposed by the
last foregoing section, it shall be the duty of every director who
is by the articles of the company recluired to hold a specified
share qualification, and who is not already qualified, to obtain his
qualification within two months after his appointment, or such
shorter time as may be fixed by the articles.

(2) For the purpose of any provision in the articles requiring a
director or manager to hold a specified share qualification, the
bearer of a share warrant shall not be deemed to be the holder
of the shares specified lin the warrant.

(3) The office of director of a company shall be vacated if
the director does not within two months from the date of his
appointment, or within such shorter time as may be fixed by the
articles, obtain his qualification, or if after the expiration of the
said period or shorter time, he ceases at any time to hold his
qualification.

(4) A person vacating office under this section shall be
incapable of being re-appointed director of the company until he
has obtained his qualification.

(5) If after the expiration of the said period or shorter time
any unqualified person acts as a director of the company, he
shall be liable to a fine of fifty dollars for every day between the
expiration of the said period or shorter time or the day on which
he ceased to be qualified, as the case may be, and the last day
on which it is proved that he acted as a director.





141. (1) If any person being an undischarged bankrupt acts as
director of, or directly or indirectly takes part in or is concerned in the
management of, any company except with the leave of the court by
which he was adjudged bankrupt, he shall be guilty of a misdemeanor
triable summarily and liable on conviction on indictment to
imprisonment for two vears, or on summary conviction to imprisonment
for six months and to a fine of five thousand dollars

Provided that a person shall not be guilty of an offence under this
section by reason that be, being an undischarged bankrupt, has acted
as director of, or taken part or been concerned in the management of, a
company, if at the commencement of this Ordinance tie was acting as
director of, or taking part or being concerned in the management of,
that company and has continuously so acted, taken part, or been
concerned since that date and the bankruptcy was prior to that date.

(2) The leave of the court for the purpose of this section shall not
be given unless notice of intention to apply therefor has been served
on the Official Receiver and it shall be the duty of the Official Receiver,
if he is of opinion that it is contrary to the public interest that any such
application should be granted, to attend on the hearing of and oppose
the granting of the application.

(3) In this section the expression company includes an
unregistered company and a company incorporated outside the
Colony which has an established place of business within the Colony,
and the expression Official Receiver means the Official Receiver in
Bankruptcy.

142. The acts of a director or manager shall be valid
notwithstanding any defect that may afterwards be discovered in his
appointment or qualification.

143. (1) Every company shall keep at its registered office a register
of its directors or managers containing with respect to each of them the
following particulars, that is to say

(a)in the case of an individual, his present christian name arid
surname, any former christian name or surname, his usual
residential address, his nationality, aiid, if that nationality is
not the nationality





of origin, his nationality of origin, and his business
occupation, if any, or, if he has no business occupation
but holds any other directorship or directorships,
particulars of that directorship or of some one of those
directorships; and

(b)in the case of a corporation, its corporate name and
registered or principal office.

(2) The company shall, within the periods respectively
mentioned in this subsection, send to the Registrar of Conipanies
a return in the prescribed form containing the particulars
specified in the said register and a notification in the prescribed
form of any change among its directors or in any of the
particulars contained in the register. The period within which the
said return is to be sent shall be a period of fourteen days from
the appointment of the first directors of the company, and the
period which the said notification of a change is to be sent shall
be fourteen days from the happening thereof.

(3) The register to be kept under this section shall during
business hours (subject to such reasonable restrictions as the
company may by its articles or in general meeting impose, so
that not less than two hours in each day be allowed for
inspection) be open to the inspection of my member of the
company without charge and of any other person on payment of
one dollar, or such less sum as the company may prescribe, for
each inspection.

(4) If any inspection required under this section is refused
or if default is made in complying with subsection (1) or (2), the
company and every officer of the company who is in default
shall be liable to a default fine.

(5) In the case of any such refusal, the court may by order
compel an immediate inspection of the register.

(6) For the purposes of this section, a person in accordance
with whose directions or instructions the directors of a company
are accustomed to act shall be deemed to be a director and
officer of the company.

144. (1) In a limited company the liability of the directors or
managers, or of tfie managing director, may, if so provided by
the memorandum, be unlimited.





(2) In a limited company in which the liability of a director or
manager is unlimited, the directors or managers of the company, if any,
and the member who proposes a person for election or appointment to
the office of director or manager, shall add to that proposal a statement
that the liability of the person holding that office will be unlimited, and
the promoters, directors, managers, and secretary, if any, of the
company, or one of them, shall, before the person accepts the office or
acts therein, give him notice in writing that his liability will be unlimited.

(3) If any director, manager, or proposer makes default
in adding such a statement, or if any promoter, director,
manager, or secretary makes default in giving such a notice,
he shall be liable to a fine of two thousand dollars, and shall
also be liable for any damage which the person so elected
or appointed may sustain from the default, but the liability
of the person elected or appointed shall not be affected by
the default. [145

145. (1) A limited company, if so authorized by its articles, may, by
special resolution, alter its memorandum so as to render unlimited the
liability of its directors, or managers, or of any managing director.

(2) Upon the passing of any such special resolution the
provisions thereof shall be as valid as if they had been
originally contained in the memorandum. [148

146. (1) Subject as hereinafter provided, the directors of a company
shall, on a demand in that behalf made to them in writing by members
of the company entitled to not less than one-fourth of the aggregate
number of votes to which all the members of the company are together
entitled, furnish to all the members of the company within a period of
one month from the receipt of the demand a statement, certified as
correct, or with such qualifications as may be necessary, by the
auditors of the company, showing as respects each oi the last three
preceding years in respect of which the accounts of the company have
been made up the aggregate amount received in that year by way of
remuneration or other emoluments by persons being directors of the
company, whether as such directors or otherwise in connexion





with the management of the affairs of the company, and there shall, in
respect of any such director who is-

(a)a director of any other company which is in relation to the
first-mentioned company a subsidiary company; or

(b)by virtue of the nomination, whether direct or indirect, of
the company a director of any other company;

be included in the said aggregate amount any remuneration or other
emoluments received by him for his own use whether as a director of,
or otherwise in connexion with the management of the affairs of, that
other company:

Provided that-

(a)a demand for a statement under this section shall be of no
effect if the company within one month after the date on
which the demand is made resolve that the statement shall
not be furnished; and

(b)it shall be sufficient to state the total aggregate of all sums
paid to or other emoluments received by all the directors in
each year without specifying the amount received by any
individual.

(2) In computing for the purpose of this section the amount of any
remuneration or emoluments received by any director, the amount
actually received by him shall, if the company has paid on his befialf
any sum by way of income tax (including super-tax and stir-tax) or any
tax imposed by the Inland Revenue Ordinance in respect of the
remuneration or emoluments, be increased by the amount of the sum so
paid.

(3) If any director fails to comply with the requirements of this
section, he shall be liable to a fine of two thousand dollars.

(4) In this section the expression emoluments includes
fees, percentages and other payments made or consideration
given, directly or indirectly, to a director as such, and the
money value of any allowances or perquisites belonging to
his office. [147

147. (1) Subject to the provisions of this section, it shall be the duty
of a director of a company who is in any way, whether directly or
indirectly, interested in a contract or





proposee contract with the company to declare the nature of
his interest at a meeting of the directors of the company.

(2) In the case of a proposed contract the declaration required by
this section to be made by a director shall be made at the meeting of
the directors at which the question of entering into the contract is first
taken into consideration, or, if the director was not at the date of that
meeting interested in the proposed contract, at the next meeting of the
directors held after he became so interested, and, in a case where the
director becomes interested in a contract after it is made, the said
declaration shall be made at the first meeting of the directors held after
the director becomes so interested.

(3) For the purposes of this section, a general notice
given to the directors of a company by a director to the effect that he
is a member of a specified company or firm and is to be regarded as
interested in any contract which may, after the date of the notice, be
made with that company or firm shall be deemed to be a sufficient
declaration of interest in relation to any contract so made.

(4) Any director who fails to comply with the provisions of this
section shall be liable to a fine of two thousand dollars.

(5) Nothing in this section shall be taken to prejudice
the operation of any rule of law restricting directors of a
company from having any interest in contracts with the
company. [148

148. (1) It is hereby declared that it is not lawful in connexion with
the transfer of the whole or any part of the undertaking or property of a
company for any payment to be made to any director of the company
by way of compensation for loss of office, or as consideration for or in
connexion with his retirement from office, unless particulars with
respect to the proposed payment, including the amount thereof, have
been disclosed to the members of the company and the proposal
approved by the company.

(2) Where a payment which is hereby declared to be illegal is made
to a director of the company, the amount received shall be deemed to
have been received by him in trust for the company.





(3) Where a payment is to be made as aforesaid to a director of a
company in connexion with the transfer to any persons, as a result of
an offer made to the general body of shareholders, of all or any of the
shares in the company, it shall be the duty of that director to take all
reasonable steps to secure that particulars with respect to the
proposed payment, including the amount thereof, shall be included in
or sent with any notice of the offer made for their shares which is given
to any shareholders.

(4) If any such director fails to take reasonable steps as aforesaid,
or if any person who has been properly required by any such director
to include the said particulars in or send them with any such notice
fails so to do, he shall be liable to a fine of one thousand dollars, and
if the requirements of the last foregoing subsection are not complied
with in relation to any such payment as is mentioned in the said
subsection, any sum received by the director on account to the
payment shall be deemed to have been received by him in trust for any
persons who have sold their shares as a result of the offer made.

(5) If in connexion with any such transfer as aforesaid the price to
be paid to a director of the company whose office is to be abolished or
who is to retire from office for any shares in the company held by him
is in excess of the price which could at the time have been obtained by
other holders of the like shares, or any valuable consideration is given
to any, such director, the excess of the money value of the
consideration, as the case may be, shall, for the purposes of this
section, be deemed to have been a payment made to him by way of
compensation for loss of office or as consideration for or in connexion
with his retirement from office.

(6) Nothing in this section shall be taken to prejudice the
operation of any rule of law requiring disclosure to be made with
respect to any such payments as are mentioned in this section or with
respect to any other like payments made or to be made to the directors
of a company. [149

149. If in the case of any company provision is made by the
articles or by any agreement entered into between any person and the
company for empowering a director or manager of the company to
assign his office as such to





another person, any assignment of office made in pursuance
of the said provision shall, notwithstanding anything to the
contrary contained in the said provision, be of no effect unless
and until it is approved by a special resolution of the com-
pany. [150

Avoidance of Provisions in Articles or Contracts

relleving Officers from Liability.


150. Subject as hereinafter provided, any provision, whether
contained in the articles of a company or in any contract with a
company or otherwise, for exempting any director, manager or officer
of the company, or any person (whether an officer of the company or
not) employed by the company as auditor from, or indemnifying him
against, any liability which by virtue of any rule of law would
otherwise attach to him in respect of any negligence, default, breach of
duty or breach of trust of which lie may be guilty in relation to the
company shall be void : Provided that-

(a)in relation to any such provision which is in force at the date
of the commencement of this Ordinance, this section shall
have effect only on the expiration of a period of six months
from that date; and

(b)nothing in this section shall operate to deprive any person
of any exemption or right to be indemnified in respect of
anything done or omitted to bc done by him while any
such provision was in force; and

(c) notwithstanding anything in this section, a company
may, in pursuance of any such provision as afore-
said, indemnify any such director, manager, officer
or auditor against any liability incurred by him in
defending any proceedings, whether civil or
criminal, in which judgment is given in his favour
or in which he is acquitted or in connexion with any
application under section 343 in which relief is
granted to him by the court. [151

Arrangements and Reconstructions.

151. (1) Where a compromise or arrangement is proposed between
a company and its creditors or any class of them, or between the
company and its members or any class of them, the court may, on the
application in a summary





way of the company or of any creditor or member of the company, or, in
the case of a company being wound up, of the liquidator, order a
meeting of the creditors or class of creditors, or of the members of the
company or class of members, as the case may be, to be summoned in
such manner as the court directs.

(2) If a majority in number representing three-fourths in value of the
creditors or class of creditors, or members or class of members, as the
case may be, present and voting either in person or by proxy at the
meeting, agree to any compromise or arrangement, the compromise or
arrangement shall, if sanctioned by the court, be binding on all the
creditors or the class of creditors, or on the members or class of
members, as the case may be, and also on the company or, in the case
of a company in the course of being wound up, on the liquidator and
contributories of the company.

(3) An order made under subsection (2) Shall have no effect until
an office copy of the order has been delivered to the Registrar for
registration, and a copy of every such order shall be annexed to every
copy of the memorandum of the company issued after the order has
been made, or, in the case of a company not having a mernorandum, of
every copy so issued of the instrument constituting or defining the
constitution of the company.

(4) If a company makes default in complying with subsection (3),
the company and every officer of the company who is in default shall
be liable to a fine of twenty-five dollars for each copy in respect of
which default is made.

(5) In this section the expression company means any
company liable to be wound up under this Ordinance, and
the expression arrangement includes a re-organization of the
share capital of the company by the consolidation of shares
of different classes or by the division of shares into shares of
different classes or by both those methods. [152

152. (1) Where an application is made to the court under the last
foregoing section for the sanctioning of a compromise or arrangement
proposed between a company and any such persons as are mentioned
in that section, and it is shown to the court that the compromise or
arrangement





has been proposed for the purposes of or in connexion with a scheme
for the reconstruction of any company or companies or the
amalgamation of any two or more companies, and that under the
scheme the whole or any part of the undertaking or the property of any
company concerned in the scheme (in this section referred to as a
transferee company) is to be transferred to another company (in this
section referred to as the transferee company), the court may, either by
the order sanctioning the compromise or arrangement or by any
subsequent order, make provision for all or any ot the following
matters-

(a)the transfer to the transferee company of the whole or any
part of the undertaking and of the property or liabilities of
any transferor company;

(b)the allotting or appropriation by the transferee company of
any shares, debentures, policies, or other like interests in that
company which under the compromise or arrangement are to
be allotted or appropriated by that company to or for any
person ;

(c)the continuation by or against the transferee company of
any legal proceedings pending by or against any transferor
company;

(d)the dissolution, without winding up, of any transferor
company;

(e)the provision to be made for any persons, who within such
time and in such manner as ihe court may direct, dissent from
the compromise or arrangement;

(f) such incidental, consequential and supplemental matters as
are necessary to secure that the reconstruction or
amalgamation shall be fully and effectively carried out.

(2) Where an order under this section provides for the transfer of
property or liabilities, that property shall, by virtue of the order, be
transferred to and vest in, and those liabilities shall, by virtue of the
order, be transferred to and become the liabilities of, the transferee
company, and in the case of any property, if the order so directs, freed
from any charge which is by virtue of the compromise or arrangement
to cease to have effect.





(3) Where an order is made under this section, every
company in relation to which the order is made shall cause an
office copy thereof to be delivered to the Registrar for
registration within seven days after the making of the order, and
if default is made in complying with this subsection, the company
and every officer of the company who is in default shall be liable
to a default fine.

(4) In this section the expression property includes property,
rights and powers of every description, and the expression
liabilities includes duties.

(5) Notwithstanding the provisions of subsection (5) of
the last foregoing section, the expression company in this
section does not include any company other than a company
within the meaning of this Ordinance. [153

153. (1) Where a scheme or contract involving the transfer of
shares or any class of shares in a company (in this section
referred to as the transferor company) to another company,
whether a company within the meaning of this Ordinance or not
(in this section referred to as the transferee company) has within
four months after the making of the offer in that behalf by the
transferee company been approved by the holders of not less
than nine-tenths in value of the shares affected, the transferee
company may, at any time within two months after the expiration
of the said four months, give notice in the prescribed manner to
any dissenting shareholder that it desires to acquire his shares,
and where such a notice is given the transferee company shall,
unless on an application made by the dissenting shareholder
within one month from the date on which the notice was given
the court thinks fit to order otherwise, be entitled and bound to
acquire those shares on the terms on which under the scheme or
contract the shares of the approving shareholders are to be
transferred to the transferee company.

(2) Where a notice has been given by the transferee
company under this section and the court has not, on an
application made by the dissenting shareholder,

ordered to

the contrary, the transferee company shall, on the expiration
of one month from the date on which the notice has been





given, or, if an application to the court by the dissenting shareholder
is then pending, after that application has been disposed of, transmit a
copy of the notice to the transferor company and pay or transfer to the
transferor company the amount or other consideration representing the
price payable by the transferee company for the shares which by virtue
of this section that company is entitled to acquire, and the transferor
company shall thereupon register the transferee company as the
holder of those shares.

(3) Any sums received by the transferor company under this
section shall be paid into a separate bank account, and any such sums
and any other consideration so received shall be held by that company
on trust for the several persons entitled to the shares in respect of
which the said sums or ether consideration were respectively received.

(4) In this section the expression dissenting shareholder includes a
shareholder who has not assented to the scheme or contract and any
shareholder who has failed or refused to transfer his shares to the
transferee company in

accordance with the scheme or contract. [154

PART V.

WINDING UP.

(i) PRELIMNARY.

Modes of Winding Up.

154.(1) The winding up of a company may be either(a) by the
court; or

(b) voluntary; or
(c) subject to the supervision of the court.

(2) The provisions of this Ordinance with respect to winding up
apply, unless the contrary appears, to the winding up of a company in
any of those modes. [155

Contributories.

155. (1) In the event of a company being wound up,
every present and past member shall be liable to contribute


to the assets of the company to an amount sufficient for pay-

ment of its debts and liabilities, and the costs, charges, and





expenses of the winding up, and for the adjustment of the rights of the
contributories among themselves, subject to the provisions of
subsection (2) and the following qualifications-

(a)a past member shall not be liable to contribute if he has
ceased to be a member for one year or upwards before the
commencement of the winding up;

(b)a past member shall not be liable to contribute in respect of
any debt or liability of the company contracted after he
ceased to be a member ;

(c) a past member shall not be liable to contribute unless it
appears to the court that the existing members are unable to
satisfy the contribution required to be made by them in
pursuance of this Ordinance;

d)in the case of a company limited by shares no contribution
shall be required from any member exceeding the arnount, if
any, unpaid on the shares in respect of which he is liable as a
present or past member;

(e)in the case of a company limited by guarantee, no
contribution shall, subject to the provisions of subsection (3)
be required from any member exceeding the amount
undertaken to be contributed by him to the assets of the
company in the event of its being wound up;

(f) nothing in this Ordinance shall invalidate any provision
contained in any policy of insurance or other contract
whereby the liability of individual members on the policy or
contract is restricted, or whereby the funds of the company
are alone made liable in respect of the policy or contract;

(g)a sum due to any member of a company, in his character of a
member, by way of dividends, profits or otherwise, shall not
be deemed to be a debt of the company, payable to that
member in a case of competition between himself and any
other creditor not a member of the company, but any such
sum may be taken into account for the purpose of the final
adjustment of the rights of the contributories among
themselves.

(2) In the winding up of a limited company, any director or
manager, whether past or present, whose liability





is, under the provisions of this Ordinance, unlimited, shall, in addition
to his liability (if any) to contribute as an ordinary member, be liable to
make a further contribution as if lie were at the commencement of the
winding up a member of an unlimited company: Provided that-

(a)a past director or manager shall not be liable to make Such
further contribution if he has ceased to hold office for a year
or upwards before the commencement of the winding up;

(b)a past director or manager shall not be liable to make such
further contribution in respect of any debt or liability of the
company contracted after he ceased to hold office;

(c) subject to the articles of the company, a director or manager
shall not be liable to make such further contribution unless
the court deems it necessary to require that contribution in
order to satisfy the debts and liabilities of the company, and
the costs, charges, and expenses of the winding up.

(3) In the winding up of a company limited by guarantee which has
a share capital, every member of the company shall be liable, in addition
to the amount undertaken to be contributed by him to the assets of the
company in the event of its being wound up, to contribute to the extent
of any sums unpaid on any shares held by him. [156

156. The term contributory means every person liable to
contribute to the assets of a company in the event of its being wound
up, and for the purposes of all proceedings for determining, and all
proceedings prior to the final detemination of, the persons who are
to be deemed contributories, includes any person alleged to be a
contributory. [157

157. The liability of a contributory shall create a debt of
the nature of a specialty accruing due from him at the time
when his liability commenced, but payable at the times when
calls are made for enforcing the liability. [158

158. (1) If a contributory dies either be fore or after he has been
placed on the list of contributories, his personal representatives and
his heirs or other inheritors in countries where property does not pass
to personal representatives)





shall be liable in due course of administration to contribute to the
assets of the company in discharge of his liability and shall be
contributories accordingly.

(2) Where the personal representatives are placed on the list of
contributories, such heirs or inheritors need not be added, but they
may be added as and when the court thinks fit.

(3) If the personal representatives make default in pay-
ing any money ordered to be paid by them, proceedings
may be taken for administering the estate of the deceased
Contributory, and for compelling payment thereout of the
money due. [159

159. If a contributory becomes bankrupt, either before or after he
has been placed on the list of contributories-

(a) his trustee in bankruptcy shall represent him for all the
purposes of the winding up, and shall be a contributory
accordingly, and may be called on to admit to proof against
the estate of the bankrupt, or otherwise to allow to be paid
out of his assets in due course of law, any money due from
the bankrupt in respect of his liability to contribute to the
assets of the company; and

(b) there may be proved against the estate of the
bankrupt the estimated value of his liability to future
calls as well as calls already made. [160

160. (1) The husband of a female contributory married before the 1st
day of January, 1883, shall during the continuance of the marriage, be
liable, as respects any liability attaching to any shares acquired by her
before that date, to contribute to the assets of the company the same
sum as she would have been liable to contribute if she had not married,
and he shall be a contributory accordingly.

(2) Subject as aforesaid, nothing in this Ordinance shall
affect the provisions of the Married Women's Property
Ordinance. [161

(ii) WINDING UP BY THE COURT.

Jurisdiction.

161. The court shall have jurisdiction to wind up any

company registered in the Colony. [162



Cases in which Company may be wound up by
Court.

162. A company may be wound up by the court if-

(a)the company has by special resolution resolved that the
company be wound up by the court;

(b)default is made in delivering the statutory report to the
Registrar or in holding the statutory meeting;

(c)the company does not commence its business within a year
from its incorporation, or suspends its business for a whole
year;

(d)the number of members is reduced, in the case of a private
company, below two, or, in the case of any other company,
below seven;

(e) the company is unable to pay its debts;

(f) the court is of opinion that it is just and equitable
that the company should be wound up. [163

163. A company shall be deemed to be unable able to pay its debts

(a)if a creditor, by assignment or otherwise, to whom the
company is indebted in a sum exceeding five hundred dollars
then due, has served on the company, by leaving it at the
registered office of the company, a demand under his hand
requiring the company to pay the sum so due, and the
company has for three weeks thereafter neglected to pay the
sum, or to secure or compound for it to the reasonable
satisfaction of the creditor; or

(b)if execution or other process issued on a judgment, decree or
order of any court in favour of a creditor of the company is
returned unsatisfied in whole or in part; or

(c)if it is proved to the satisfaction of the court that the
company is unable to pay its debts, and, in determining
whether a company is unable to pay its debts, the court shall
take into account the contingent and prospective liabilities of
the company.

[164

Petition for Winding Up and Effects thereof.

164. (1) An application to the court for the winding up of a
company shall be by petition, presented subject to





the provisions of this section either by the company, or by any creditor
or creditors (including any contingent or prospective creditor or
creditors), contributory or contributories, or by all or any of those
parties, together or separately:

Provided that-

(a)a contributory shall not be entitled to present a winding-up
petition unless-

(i) either the number of members is reduced, in the case of
a private company, below two, or, in the case of any other
company, below seven ; or

(ii) the shares in respect of which he is a contributory, or
some of them, either were originally allotted to him or have
been held by him, and registered in his name, for at least six
months during the eighteen months before the
commencement of the winding up, or have devolved on him
through the death of a former holder; and

(b)a winding-up petition shall not, if the ground of the petition
is default in delivering the statutory report to the Registrar or
in holding the statutory meeting, be presented by any
person except a shareholder, nor before the expiration of
fourteen days after the last day on which the meeting ought
to have been held; and

(c)the court shall not give a hearing to a winding-up petition
presented by contingent or prospective creditor until such
security for costs has been given as the court thinks
reasonable and until a prima facie case for winding up has
been established to the satisfaction of the court.

(2) Where a company is being wound up voluntarily or subject to
supervision, a winding-up petition may be presented by the Official
Receiver attached to the court as well as by any other person
authorized in that behalf under the other provisions of this section, but
the court shall not make a winding-up order on the petition unless it is
satisfied that the voluntary winding up or winding up subject to
supervision cannot be continued with due regard to the interests of
the creditors or contributories.

(3) Where tinder the provisions of this Part any person as being
the husband of a female contributory is himself a contributory, and a
share has during the whole or any




part of the six months mentioned in proviso (a) (ii) to sub-
section (i) been held by or registered in the name of the
wife, or by or in the name of a trustee for the wife or for
the husband, the share shall, for the purposes of this
section, be deemed to have been held by and registered in
the name of the husband.
[165

165. (1) On hearing a winding-up petition the court may
dismiss it, or adjourn the hearing conditionally or un-

conditionally, or make any interim order, or any other order that
it thinks fit, but the court shall not refuse to make a winding-up
order on the ground only that the assets of the company have
been mortgaged to an amount equal to or in excess of those
assets, or that the company has no assets.

(2) Where the petition is presented on the ground of default
in delivering the statutory report to the Registrar or in holding the
statutory meeting, the court may-

(a)instead of making a winding-up order, direct that the
statutory report shall be delivered or that a meeting
shall be held; and

(b) order the costs to be paid by any persons who, in
the opinion of the court, are responsible for the
default. [166

166. At any time after the presentation of a winding-up
petition, and before a winding-up order has been made, the
company, or any creditor or contributory, may

(a) where any action or proceeding against the company is
ending in any court, apply to the court in which

the action or proceeding is pending for a stay of
proceedings therein ; and

(b)where any other action or proceeding is pending
against the company, apply to the court having to wind
up the company to restrain further proceedings in the
action or proceeding;

and the court to which application is so made may, as the
case may be, stay or restrain the proceedings accordingly
on such terms as it thinks fit.
[167

167. In a winding up by the court, any disposition of the
property of the company, including things in action, and any
transfer of shares, or alteration in the status of the





members of the company, made after the commencement of
the winding up, shall, unless the court otherwise orders, be
void.
[168

168. Where any company is being wound up by the
court, any attachment, sequestration, 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. [169

Commencentent of Winding Up.

169. (1) Where before the presentation of a petition for the
winding up of a company by the court a resolution has been
passed by the company for voluntary winding up, the winding up
of the company shall be deemed to have commenced at the time
of the passing of the resolution, and unless the court, on proof of
fraud or mistake, thinks fit otherwise to direct, all proceedings
taken in the voluntary winding up shall be deemed to have been
validly taken.

(2) In any other case, the winding up of a company by the
court shall be deemed to commence at the time of the
presentation of the petition for the winding up. [170

Consequences of Winding-up Order.

170. On the making of a winding-up order, a copy of the
order must forthwith be forwarded by the company,
or otherwise as may be prescribed, to the Registrar, who shall
make a minute thereof in his books relating to the company.
[171

171. When a winding-up order has been made, or a
provisional liquidator has been appointed, no action or pro-
ceeding shall be proceeded with or commenced against the
company except by, leave of the court, and subject to such
terms as the court may impose. [172

172. An order for winding up a company shall operate in
favour of all the creditors aiid of all the contributories of the
company as if made on the Joint petition of a creditor

and of a contributory. [173





Official Receiver in Winding Up.

173. For the purposes of this Ordinance so far as it relates to the
winding up of companies by the court the term Official Receiver means
the Official Receiver in Bankruptcy.

[174

174. If in the case of the winding up of any company by
the court it appears to the court desirable, with a view to
securing the more convenient and economical conduct of
the winding up, that some officer, other than the Official
Receiver in Bankruptcv, should be the Official Receiver for
the purposes of that winding up, the court may appoint that
other officer to act as Official Receiver in that winding up,
and the person so appointed shall be deemed to be the
Official Receiver in that winding up for all the purposes
of this Ordinance. [175

175. (1) Where the court has rnade a winding-up order or appointed
a provisional liquidator, there shall, unless the court thinks fit to order
otherwise and so orders, be made out and submitted to the Official
Receiver a statement as to the affairs of the company in the prescribed
form, verified by affidavit, and showing the particulars of its assets,
debts, and liabilities, the names, residences, and occupations of its
creditors, the securities field by them respectively, the dates when the
securities were respectively given, and such further or other
information as may be prescribed or as the Official Receiver may
require.

(2) The statement shall be submitted and verified by one or more
of the persons who are at the relevant date the directors and by the
person who is at that date the secretary or other chief officer of the
company, or by such of the persons hereinafter in this subsection
mentioned as the Official Receiver, subject to the direction of the
court, may require to submit and verify the statement, that is to say,
persons

(a)who are or have been directors or officers of the company;

(b)who have taken part in the formation of the company at any
time within one year before the relevant date ;





(c)who are in the employment of the company, or have been in
the employment of the company within the said year, and are
in the opinion of the Official Receiver capable of giving the
information required;

(d)who are or have been within the said year officers of or in
the employment of a company, which is, or within the said
year was, an officer of the company to which the statement
relates.

(3) The statement shall be submitted within twentyeight days
from the relevant date, or within such extended time as the Official
Receiver or the court may for special reasons appoint.

(4) Any person making or concurring in making the statement and
affidavit required by this section shall be allowed, and shall be paid by
the Official Receiver or provisional liquidator, as the case may be, out
of the assets of the company, such costs and expenses incurred in. and
about the preparation and making of the statement and affidavit as the
Official Receiver may consider reasonable, subject to an appeal to the
court.

(5) If any person, without reasonable excuse, makes default in
complying with the requirements of this section, he shall be liable to a
fine, of one hundred dollars for every day during which the default
continues.

(6) Any person stating himself in writing to be a creditor or
contributory of the company shall bc entitled by himself or by his
agent at all reasonable times, on payment of the prescribed fee, to
inspect the statement submitted in pursuance of this section, and to a
copy thereof or extract therefrom.

(7) Any person untruthfully so stating himself to be a creditor or
contributory shall be guilty of a contempt of court and shall, on the
application of the liquidator or of the Official Receiver, be punishable
accordingly.

(8) In this section the expression the relevant date means in a case
where a provisional liquidator is appointed, the date of his
appointment, and, in a case where no such appointment is made, the
date of the winding-up order. [176





176. (1) In a case where a winding-up order is made, the
Official Receiver shall, as soon as practicable after receipt of
the statement to be submitted under the last foregoing section,
or, in a case where the court orders that no statement shall be
submitted, as soon as practicable after the date of the order,
submit a preliminary report to the court-

(a)as to the amount of capital issued, subscribed, and paid
up, and the estimated amount of assets and liabilities;
and

(b)if the company has failed, as to the causes of the
failure; and

(c)whether in his opinion further inquiry is desirable as to
any matter relating to the promotion, formation or
failure of the company, or the conduct of the business
thereof.

(2) The Official Receiver may also, if he thinks fit, make a
further report, or further reports, stating the manner in which the
company was formed aiid whether in his opinion any fraud has
been committed by any person in its promotion or formation, or
by any director or other officer of the company in relation to the
company since the formation thereof, and any other matters
which in his opinion it is desirable to bring to the notice of the
court.

(3) If the Official Receiver states in any such further
report as aforesaid that in his opinion a fraud has been com-
mitted as aforesaid, the court shall have the further powers
provided in sections 207 and 208. [177

Liquidators.

177. For the purpose of conducting the proceedings in
winding up a company and performing such duties in
reference thereto as the court may impose, the court may
appoint a liquidator or liquidators. [178

178. (1) Subject to the provisions of this section, the court
may appoint a liquidator provisionally at any time after the
presentation of a winding-up petition.

(2) The appointment of a provisional liquidator may be made
at any time before the making of a winding-up order, and either
the Official Receiver or any other fit person may be appointed.





(3) Where a liquidator is provisionally appointed by
the court, the court may limit and restrict his powers by
the order appointing him. [179

179. The following provisions witli respect to liquidators shall
have effect on a winding-up order being made

(a)the Official Receiver shall by virtue of his office become the
provisional liquidator and shall continue to act as such until
he or another person becomes liquidator and is capable of act-
ing as such ;

(b)the Official Receiver shall summon separate meetings of the
creditors and contributories of the company for the purpose
of determining whether or not an application is to be made to
the court for appointing a liquidator in the place of the
Official Receiver;

(c)the court may make any appointment and order required to
give effect to any such determination, and, if there is a
difference between the deverminations of the meetings of the
creditors and contributories in respect of the matter
aforesaid, the court shall decide the difference aiid make such
order thereon as the court may think fit;

(d)in any case where a liquidator is not appointed by the court,
the Official Receiver shall be the liquidator of the company;

(e)the Official Receiver shall by virtue of his office be the
liquidator during any vacancy;

(f) a liquidator shall be described, where a person
other than the Official Receiver is liquidator, by
the style of the liquidator, and, where the Official
Receiver is liquidator, by the style of the Official
Receiver and liquidator, of the particular company
in respect of which he is appointed, and not by
his individual name. [180

180. Where in the winding up of a company by the court a person
other than the Official Receiver is appointed liquidator, that person

(a)shall not be capable of acting as liquidator until fie has
notified his appointment to the Registrar and given security
in the prescribed manner to the satisfaction of the Official
Receiver;





(b) shall give the Official Receiver such information
and such access to and facilities for inspecting the
books and documents of the company, and gen-
erally such aid as may be requisite for enabling
that officer to perform his dUties tinder this
Ordinance. [181

181. (1) A liquidator appointed by the court may resign or, on
cause shown, be removed by the court.

(2) Where a person other than the Official Receiver is
appointed liquidator, he shall receive such salary or remuneration
by way of percentage or otherwise as the court may direct, and,
if more such persons than one are appointed liquidators, their
remuneration shall be distributed aniong them in such proportions
as the court directs.

(3) A vacancy in the office of a liquidator appointed by the
court shall be filled by the court.

(4) If more than one liquidator is appointed by the court,
the court shall declare whether any act by this Ordinance
required or authorized to be done by the liquidator is to be done
by all or any one or more of the persons appointed.

(5) Subject to the provisions of section 263, the acts of a
liquidator shall be valid notwithstanding any defects



that may afterwards be discovered in his appointment or
qualification. [182

182. Where a winding-up order has been made or
where a provisional liquidator has been appointed, the
liquidator, or the provisional liquidator, as the case may
be, shall take into his custody, or under his control, all
the property and things in action to which the company
is or appears to be entitled. [183

183. Where a company is being wound up by the court, the
court may on the application of the liquidator by order direct that
all or any part of the property of whatsoever description
belonging to the company or held by trustees on its behalf shall
vest in the liquidator by his official name, and thereupon the
property to which the order





relates shall vest accordingly, and the liquidator may, after
giving such indemnity, if any, as the court may direct,
bring or defend in his official name any action or other
legal proceeding which relates to that property or which
it is necessary to bring or defend for the purpose of
effectually winding up the company and recovering its
property. [184

184. (1) The liquidator in a winding up by the court shall have
power with the sanction either of the court or of the committee
of inspection-

(a)to bring or defend any action or other legal proceeding
in the name and on behalf of the company;

(b)to carry on the business of the company, so far as may
be necessary for the beneficial winding up thereof ;

(c)to appoint a solicitor to assist him in the performance of
his duties ;

(d) to pay any classes of creditors in full;

(e)to make any compromise or arrangement with creditors
or persons claiming to be creditors, or having or alleging
themselves to have any claim, present or future, certain
or contingent, ascertained or sounding only in damages
against the company, or whereby the company
may be rendered liable;

(f) to compromise all calls and
liabilities to calls, debts, and liabilities capable of
resulting in debts, and all claims, present or future,
certain or contingent, ascertained or sounding only in
damages, subsisting or supposed, to subsist between the
company and a contributory, or alleged contributory, or
other debtor or person apprehending liability to the
company, and all questions in any way relating to or
affecting the assets or the winding up of the company,
on such terms as may be agreed, and take any security
for the discharge of any such call, debt, liability or claim,
and give a complete discharge in respect thereof.

(2) The liquidator in a winding up by the court shall have
power-

(a)to sell the real and personal property and things 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;

(b)to do all acts and to execute, in the name and on behalf of the
company, all deeds, receipts, and other documents, and for
that purpose to use, when necessary, the company's seal;

(c)to prove, rank, and claim in the bankruptcy, insolvency, or
sequestration of any contributory, for any balance against his
estate, and to receive dividends in the bankruptcy,
insolvency, or sequestration in respect of that balance, as a
separate debt due from the bankrupt or insolvent, and rateably
with the other separate creditors ;

(d)to draw, accept, make, and endorse any bill of exchange or
promissory note in the name and on behalf of the company,
with the same effect with respect to the liability of the
company as if the bill or note had been drawn, accepted,
made, or endorsed by or on behalf of the company in the
course of its business;

(e)to raise on the security of the assets of the company any
money requisite;

(f) to take out in his official name letters of administration to any
deceased contributory, and to do in his official name any
other act necessary for obtaining payment of any money
due from a contributory or his estate which cannot be
conveniently done in the name of the company, and in all
such cases the money due shall, for the purpose of enabling
the liquidator to take out the letters of administration or
recover the money, be deemed to be due to the liquidator
himself;

(g)to appoint an agent to do any business which the liquidator is
unable to do himself;

(h)to do all such other things as may be necessary for winding
up the affairs of the company and distributing its assets.

(3) The exercise by the liquidator in a winding up by the court of
the powers conferred by this section shall be subject to the control of
the court, and any creditor or contributory may apply to the court with
respect to any exercise

or proposed exercise of any of those powers. [185





185. (1) Subject to the provisions of this Ordinance, the
liquidator of a company which is being wound up by the court
shall, in the administration of the assets of the company and in
the distribution thereof among its creditors, have regard to any
directions that may be given by resolution of the creditors or
contributories at any general meeting, or by the committee of
inspection, and any directions given by the creditors or
contributories at any general meeting shall in case of conflict be
deemed to override any directions given by the committee of
inspection.

(2) The liquidator may summon general meetings of the
creditors or contributories for the purpose of ascertaining their
wishes, and it shall be his duty to summon meetings at such
times as the creditors or contributories, by resolution, either at
the meeting appointing the liquidator or otherwise, may direct,
or whenever requested in writing to do so by one-tenth in value
of the creditors or contributories as the case may be.

(3) The liquidator may apply to the court in manner
prescribed for directions in relation to any particular matter
arising under the winding up.

(4) Subject to the provisions of this Ordinance, the liquidator
shall use his own discretion in the management of the estate and
its distribution among the creditors.

(5) If any person is aggrieved by any act or decision
of the liquidator, that person may apply to the court, and
the court may confirm, reverse, or modify the act or decision
complained of, and make such order in the premises as it
thinks just. [186

186. Every liquidator of a company which is being
wound up by the court shall keep, in manner prescribed,
proper books in which he shall cause to be made entries
or minutes of proceedings at meetings, and of such other
matters as may be prescribed, and any creditor or contribu-
tory may, subject to the control of the court, personally or
by his agent inspect any such books. [187

187. (1) Every liquidator other than the Official Receiver of a
company which is being wound up by the court shall, in such
manner and at such times as the Official





Receiver directs, pay the money received by him to the Companies
Liquidation Account at the bank where such account is kept, and the
Accountant General shall furnish him witli a certificate of receipt of the
money so paid, and when the Official Receiver is the liquidator of such
company he shall pay all monies received by him in such capacity into
the Companies Liquidation Account: Provided that,

if the committee of inspection satisfy the Official Receiver that for the
purpose of carrying on the business of the company or of obtaining
advances, or for any other reason, it is for the advantage of the
creditors or contributories that the liquidator should have an account
with any other bank, the Official Receiver shall, on the application of
the committee of inspection, authorize the liquidator to make his
payments into and out of such other bank as the committee may select,
and thereupon those payments shall be made in the prescribed manner.

(2) If any such liquidator at any time retains for more than ten days
a sum exceeding five hundred dollars, or such other amount as the
court in any particular case may authorize him to retain, then, unless he
explains the retention to the satisfaction of the court, he shall pay
interest on the amount so retained in excess at the rate of twenty per
cent per annum, and shall be liable to disallowance of all or such part
of his remuneration as the court may think just, and to be removed from
his office by the court, and shall be liable to pay any expenses
occasioned by reason of his default.

(3) A liquidator of a company which is being wound
up by the court shall not pay any sums received by him
as liquidator into his private banking account. [188

188. (1) Every liquidator (other than the Official Receiver) of a
company which is being wound up by the court shall, at such times as
may be prescribed but not less than twice in each year during his
tenure of office, send to the Official Receiver, an account of his
receipts and payments as liquidator and where the Official Receiver is
liquidator he shall cause such account to be prepared.

(2) The account shall be in a prescribed form, shall be made in
duplicate, and shall be verified by a statutory declaration in the
prescribed form.





(3) The Official Receiver shall cause the accounir to be audited
and for the purpose of the audit the liquidator shall furnish the Official
Receiver with such vouchers and information as the Official Receiver
may require, and the Official Receiver may at any time require the
production of and inspect any books or accounts kept by the
liquidator.

(4) When the account has been audited, one copy thereof shall be
filed and kept by the Official Receiver, and the other copy shall be
delivered to the court for filing, and each copy shall be open to the
inspection of any creditor, or of any person interested.

(5) The Official Receiver shall cause the account when
audited or a summary thereof to be printed, ted, and shall
send a printed copy of the account or summary by post to
every creditor and contributory. [189

189. (1) The Official Receiver shall take cognizance of the conduct
of liquidators of companies which are being wound up by the court,
and, if a liquidator does not faithfully perform his duties aiid duly
observe all the requirements imposed on him by statute, rules, or
otherwise with respect to the performance of his duties, or if any
complaint is made to the Official Receiver by any creditor or
contributory in regard thereto, the Official Receiver shall inquire into
the matter, and take such action thereon as he may think expedient.

(2) The Official Receiver may at any time require any liquidator of a
company which is being wound up by the court to answer any inquiry
in relation to any winding up in which he is engaged, and may, if he
think fit, apply to the court to examine him or any other person on oath
concerning the winding up.

(3) The Official Receiver may also direct a local
investigation to be made of the books and vouchers of the
liquidator. [190

190. (1) When the liquidator of a company which is
being wound up by the court has realised all the property
of the company,, or so much thereof as can, in his opinion,
be realised without needlessly protracting the liquidation, and





has distributed a final dividend, if any, to the creditors, and adjusted
the rights of the contributories among themselves, and made a final
return, if any, to the contributories, or has resigned, or has been
removed from his office, the court shall, on his application, cause a
report on his accounts to be prepared, and, on his complying with all
the requirements of the court, shall take into consideration the report,
and any objection which may be urged by any creditor or contributory,
or person interested against the release of the liquidator, and shall
either grant or withhold the release accordingly.

(2) Where the release of a liquidator is withheld, the court may, on
the application of any creditor or contributory, or person interested,
make such order as it thinks just, charging the liquidator with the
consequences of any act or default which he may have done or made
contrary to his duty.

(3) An order of the court releasing the liquidator shall discharge
him from all liability in respect of any act done or default made by him
in the administration of the affairs of the company, or otherwise in
relation to his conduct as liquidator, but any such order may be
revoked on proof that it was obtained by fraud or by suppression or
concealment of any material fact.

(4) Where the liquidator has not previously resigned
or been removed, his release shall operate as a removal of
him from his office. [191

Committees of Inspection.

191. (1) When a winding-up order has been made by the court, it
shall be the business of the separate meetings of creditors and
contributories summoned for the purpose of determining whether or not
an application should be made to the court for appointing a liquidator in
place of the Official Receiver, to determine further whether or not an
application is to be made to the court for the appointment of a
committee of inspection to act with the liquidator and who are to be
members of the committee if appointed.

(2) The court may make any appointment and order required to
give effect to any such determination, and if there





is a difference between the determinations of the meetings
of the creditors and contributories in respect of the matters
aforesaid the court shall decide the difference and make such
order thereon as the court may think fit.
[192

192. (1) A committee of inspection appointed in pursuance of
this Ordinance shall consist of creditors and contributories of the
company or persons holding general powers of attorney from
creditors or contributories in such proportions as may be agreed
on by the meetings of creditors and contributories, or as, in case
of difference, may be determined by the court.

(2) The committee shall meet at such times as they from
time to time appoint, and, failing such appointment, at least once
a month, and the liquidator or any member of the committee may
also call a meeting of the committee as and when he thinks
necessary.

(3) The committee may act by a majority of their members
present at a meeting, but shall not act unless a majority of the
committee are present.

(4) A member of the committee may resign by notice in
writing signed by him and delivered to the liquidator.

(5) If a member of the committee becomes bankrupt, or
compounds or arranges with his creditors, or is absent from five
consecutive meetings of the committee without the leave of
those members who together with himself represent the
creditors or contributories, as the case may be, his office shall
thereupon become vacant.

(6) A member of the committee may be removed by an
ordinary resolution at a meeting of creditors, if he represents
creditors, or of contributories, if he represents contributories, of
which seven days' notice has been given, stating the object of
the meeting.

(7) On a vacancy occurring in the committee the liquidator
shall forthwith summon a meeting of creditors or of
contributories, as the case may may require, to fill the vacancy,
and the meeting May, by resolution, re-appoint the same or
appoint another creditor or contributory to fill the vacancy.





(8) The continuing members of the committee, if not
less than two, may act notwithstanding any vacancy in the
committee. [193

193. Where in the case of a winding up there is no committee of
inspection, the court may, on the application of the liquidator, do any
act or thing or give any direction or permission which is by this
Ordinance authorized or required to be done or given by the committee.
[194

General Powers of Court in case of Winding Up by Court.

194. (1) The court may at any time after an order for winding up, on
the application either of the liquidator, or the Official Receiver, or any
creditor or contributory, and on proof to the satisfaction of the court
that all proceedings in relation to the winding up ought to be stayed,
make an order staying the proceedings, either altogether or for a limited
time, on such terms and conditions as the court thinks fit.

(2) On any application under this section the court may,
before making an order, require the Official Receiver to
furnish to the court a report with respect to any facts or
matters which are in his opinion relevant to the applica-
tion.

195. (1) As soon as may be after making a winding-up order, the
court shall settle a list of contributories, with power to rectify the
register of members in all cases where rectification is required in
pursuance of this Ordinance, and shall cause the assets of the
company to be collected, and applied in discharge of its liabilities:
Provided that, where it appears to the court that it will not be necessary
to make calls on or adjust the rights of contributories, the court may
dispense with the settlement of a list of contributories.

(2) In settling the list of contributories, the court shall distinguish
between persons who are contributories in their own right and persons
who are contributories as being

representatives of or liable for the debts of others. [196





196. The court may, at any time after making a winding-
up order, require any contributory for the time being on
the list of contributories, and any trustee, receiver, banker,
agent or officer of the company to pay, deliver, convey,
surrender, or transfer forthwith, or within such time as the
court directs, to the liquidator any money, property, or
books and papers in his hands to which the company is
prima facie entitled. [197

197. (1) The court may, at any time after making a winding-up
order, make an order on any contributory for the time being on the list
of contributories to pay, in manner directed by the order, any money
due from him or from the estate of the person whom he represents to
the company, exclusive of any money payable by him or the estate by
virtue of any call in pursuance of this Ordinance.

(2) The court in making such an order may-

(a)in the case of an unlimited company, allow to the
contributory by way of set-off any money due to him or to
the estate which he represents from the company on any
independent dealing or contract with the company, but not
any money due to him as a member of the company in
respect of any dividend or profit; and

(b)in the case of a limited company, make to any director or
manager whose liability is unlimited or to his estate the like
allowance.

(3) In the case of any company, whether limited or
unlimited, when all the creditors are paid in full, any money
due on any account whatever to a contributory from the
company may be allowed to him by way of set-off against
any subsequent call. [198

198. (1) The court may, at any time after making a winding-up
order, and either before or after it has ascertained the sufficiency of the
assets of the company, make calls on all or any of the contributories
for the time being settled on the list of the contributories to the extent
of their liability, for payment of any money which the court considers
necessary to satisfy the debts and liabilities of the company, and the
costs, charges, and expenses of winding up, and for the adjustment of the rights
of the contributories among themselves, and make an order for payment of any calls so made.

39 of 1932. 29 of 1933. 24 of 1935. 15 of 1936. 1 of 1949. 9 of 1950. 22 of 1950. 24 of 1950. Short title. Interpretation. 19 & 20 Geo. 5, c. 23, s. 380. 1 of 1949, s. 22. (1 of 1865.) (58 of 1911.) Application. 1 of 1949, s. 2. Mode of forming incorporated company. [s. 4 cont.] 19 & 20 Geo. 5, c. 23, s. 1. Requirements with respect to memorandum. 19 & 20 Geo. 5, c. 23, s. 2. 1 of 1949, s. 3. Stamp and signature of memorature of memorandum. Ibid. s.. 3. Restriction on alteration of memorandum. Ibid. s. 4. Mode in which and extent to which objects of company may be altered. 19 & 20 Geo. 5, c. 23, s. 5. [s. 8 cont.] Articles prescribing regulations for companies. 19 & 20 Geo. 5, c. 23, s. 6. Regulations required in case of unlimited company or company limited by guarantee. 19 & 20 Geo. 5, c. 23, s. 7. Adoption and application of Table A. 19 & 20 Geo. 5, c. 23, s. 8. [s. 11 cont.] Printing, stamp, and signature of articles. 19 & 20 Geo. 5, c. 23, s. 9. Alteration of articles by special resolution. 19 & 20 Geo. 5, c. 23, s. 10. Statutory forms of memorandum and articles, 19 & 20 Geo 5, c. 23, s. 11. First Schedule. registration of memorandum and articles. ibid. s. 12. Effect of registration. 19 & 20 Geo. 5, c. 23, s. 13. Power of company to hold lands. 19 & 20 Geo. 5, c. 23, s. 14. Second Schedule. Conclusiveness of certificate of incorporation. 19 & 20 Geo. 5, c. 23, s. 15. Registration of unlimited company as limited. 19 & 20 Geo. 5, c. 23, s. 16. Restriction on registration of companies by certain names. 19 & 20 Geo. 5, c. 23, s. 17. 1 of 1949, s. 4. 15 of 1936, s. 2. Power to dispense with 'Limited' in name of charitable and other companies. 19 & 20 Geo. 5, c. 23, s. 18. [s. 21 cont.] Change of name. 19 & 20 Geo. 5, c. 23, s. 19. 1 of 1949, s. 5. Effect of memorandum and articles. 19 & 20 Geo. 5, c. 23, s. 20. Provision as to memorandum and articles of companies limited by guarantee. 19 & 20 Geo. 5, c. 23, s. 21. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent. ibid. s. 22. Copies of memorandum and aricles to be given to members. 19 & 20 Geo. 5, c. 23, s. 23. Issued copies f memorandum to embody alterations. 19 & 20 Geo. 5, c. 23, s. 24. 22 of 1950, Schedule. Definition of member. 19 & 20 Geo. 5, c. 23, s. 25. Meaning of private company. 19 & 20 Geo. 5, c. 23, s. 26. Circumstances in which company ceases to be, or to enjoy privileges of, a private company. 19 & 20 Geo. 5, c. 23, s. 27. Third Schedule. Prohibition of carrying on business with fewer than seven or, in the case of a private company, two members. 19 & 20 Geo. 5, c. 23, s. 28. Form of contracts. 19 & 20 Geo. 5, c. 23, s. 29. Bills of exchange and promissory notes. 19 & 20 Geo. 5, c. 23, s. 30. Execution of deeds abroad. 19 & 20 Geo. 5, c. 23, s. 31. 1 of 1949, s. 6. Power for company to have official seal for use abroad. 19 & 20 Geo. 5, c. 23, s. 32. 1 of 1949, s. 7. Authentication of documents. 19 & 20 Geo. 5, c. 23, s. 33. Dating and registration of prospectus. 19 & 20 Geo. 5, c. 23, s. 34. Specific requirements as to particulars in prospectus. 19 & 20 Geo. 5, c. 23, s. 35. Fourth Schedule. Fourth Schedule. [s. 38 cont.] Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus. 19 & 20 Geo. 5, c. 23, s. 36. Liability for statement in prospectus. 19 & 20 Geo. 5, c. 23, s. 37. [s. 40 cont.] Document containing offer of shares or debentures for sale to be deemed prospectus. 19 & 20 Geo. 5, c. 23, s. 38. Prohibition of allotment unless minimum subscription received. [s. 42 cont.] 19 & 20 Geo. 5, c. 23, s. 39. Fourth Schedule. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar. 19 & 20 Geo. 5, c. 23, s. 40. Fifth Schedule. 22 of 1950, Schedule. Effect of irregular allotment. 19 & 20 Geo. 5, c. 23, s. 41. Return as to allotments. 19 & 20 Geo. 5, c. 23, s. 42. [s. 45 cont.] (Cap. 117.) Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c. 19 & 20 Geo. 5, c. 23, s. 43. [s. 46 cont.] 22 of 1950, Schedule. Statement in balance sheet as to commissions and discounts. 19 & 20 Geo. 5, c. 23, s. 44. Prohibition of provision of financial assistance by company for purchase of its own shares. 19 & 20 Geo. 5, c. 23, s. 45. 22 of 1950, Schedule. Power to issue redeemable preference shares. 19 & 20 Geo. 5, c. 23, s. 46. [s. 49 cont.] 22 of 1950, Schedule. Power to issue shares at a discount. 19 & 20 Geo. 5, c. 23, s. 47. Power of company to arrange for different amounts being paid on shares. 19 & 20 Geo. 5, c. 23, s. 48. Reserve liability of limited company. 19 & 20 Geo. 5, c. 23, s. 49. Power of company limited by shares to alter its share capital. 19 & 20 Geo. 5, c. 23, s. 50. Notice to Registrar of consolidation of share capital, conversion of shares into stock, &c. 19 & 20 Geo. 5, c. 23, s. 51. Notice of increase of share capital. 19 & 20 Geo. 5, c. 23, s. 52. Power of unlimited company to provide for reserve share capital on re-registration. 19 & 20 Geo. 5, c. 23, s. 53. Power of company to pay interest out of capital in certain cases. 19 & 20 Geo. 5, c. 23, s. 54. 22 of 1950, Schedule. Special resolution for reduction of share capital. 19 & 20 Geo. 5, c. 23, s. 55. Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors. 19 & 20 Geo. 5, c. 23, s. 56. [s. 59 cont.] Order confirming reduction and powers of court on making such order. 19 & 20 Geo. 5, c. 23, s. 57. Registration of order and minute of reduction. 19 & 20 Geo. 5, c. 23, s. 58. [s. 61 cont.] Liability of members in respect of reduced shares. 19 & 20 Geo. 5, c. 23, s. 59. Penalty on concealment of name of creditor. 19 & 20 Geo. 5, c. 23, s. 60. Rights of holders of special classes of shares. 19 & 20 Geo. 5, c. 23, s. 61. [s. 64 cont.] Nature of shares. 19 & 20 Geo. 5, c. 23, s. 62. Transfer not to be registered except on production instrument of transfer. 19 & 20 Geo. 5, c. 23, s. 63. Transfer by personal representative. 19 & 20 Geo. 5, c. 23, s. 64. Registration of transfer at request of transferor. 19 & 20 Geo. 5, c. 23, s. 65. Notice of refusal to register transfer. 19 & 20 Geo. 5, c. 23, s. 66. Duties of company with respect to issue of certificates. 19 & 20 Geo. 5, c. 23, s. 67. Certificate to be evidence title. Ibid. s. 68. [s. 71 cont.] Evidence of grant of probate. Ibid. s. 69. Issue and effect of share warrants to bearer. 19 & 20 Geo. 5, c. 23, s. 70. Penalty for Personation of shareholder. 19 & 20 Geo. 5, c. 23, s. 71. Right of debenture holders and shareholders to inspect register of debenture holders and to have copies of trust deed. 19 & 20 Geo. 5, c. 23, s. 73. 22 of 1950, Schedule. Perpetual debentures. 19 & 20 Geo. 5, c. 23, s. 74. Power to re-issue redeemed debentures in certain cases. 19 & 20 Geo. 5, c. 23, s. 75. (58 of 1911.) Specific performance of contracts to subscribe for debentures. Ibid. s. 76. Payment of certain debts out of assets subject to floating charge in priority to claims under the charge. 19 & 20 Geo. 5, c. 23, s. 78. Registration of charges created by companies registered in the Colony. 19 & 20 Geo. 5, c. 23, s. 79. 1 of 1949, s. 8. 1 of 1949, s. 8. [s. 80 cont.] Duty of company to register charges created by company. 19 & 20 Geo. 5, c. 23, s. 80. Duty of company to register charges existing on property acquired. 19 & 20 Geo. 5, c. 23, s. 81. 1 of 1949, s. 9. Register of charges to be kept by Registrar. 19 & 20 Geo. 5, c. 23, s. 82. [s. 83 cont.] Endorsement of certificate of registration on debentures. 19 & 20 Geo. 5, c. 23, s. 83. 22 of 1950, Schedule. Entry of satisfaction. 19 & 20 Geo. 5, c. 23, s. 84. Rectification of register of charges. 19 & 20 Geo. 5, c. 23, s. 85. Registration of enforcement of security. 19 & 20 Geo. 5, c. 23, s. 86. Copies of instruments creating charges to be kept by company. 19 & 20 Geo. 5, c. 23, s. 87. Company's register of charges. 19 & 20 Geo. 5, c. 23, s. 88. 22 of 1950, Schedule. Right to inspect copies of instruments creating mortgages and charges and company's register of charges. 19 & 20 Geo. 5, c. 23, s. 89. 22 of 1950, Schedule. Application of Part III to company incorporated outside the Colony. 19 & 20 Geo. 5, c. 23, s. 90. Registered office of company. 19 & 20 Geo. 5, c. 23, s. 92. 1 of 1949, s. 10. Publication of name by company. 19 & 20 Geo. 5, c. 23, s. 93. [s. 93 cont.] 24 of 1935, s. 2. 1 of 1949, s. 11. 22 of 1950, Schedule. 22 of 1950, Schedule. Restrictions on commencement of business. 19 & 20 Geo. 5, c. 23, s. 94. [s. 94 cont.] 29 of 1933, s. 2. Register of members. 19 & 20 Geo. 5, c. 23, s. 95. [s. 95 cont.] Index of members of company. 19 & 20 Geo. 5, c. 23, s. 96. Provisions as to entries in register in relation to share warrants. 19 & 20 Geo. 5, c. 23, s. 97. Inspection of register of members. 19 & 20 Geo. 5, c. 23, s. 98. [s. 98 cont.] 22 of 1950, Schedule. Power to close register. 19 & 20 Geo. 5, c. 23, s. 99. Power of court to rectify register. 19 & 20 Geo. 5, c. 23, s. 100. Trusts not to be entered on register. Ibid. s. 101. Register to be evidence. Ibid. s. 102. Power for company to keep local or branch register. 19 & 20 Geo. 5, c. 23, s. 103. 1 of 1949, s. 12. 1 of 1949, s. 12. [s. 103 cont.] Regulations as to branch register. 19 & 20 Geo. 5, c. 23, s. 104. Exemption from certain duties in case of shares registered in local or branch registers. Ibid. s. 105. (Cap. 111.) Provisions as to branch registers of companies kept in the Colony. 19 & 20 Geo. 5, c. 23, s. 107. Annual return to be made by company having a share capital. 19 & 20 Geo. 5, c. 23, s. 108. [s. 107 cont.] Sixth Schedule. Annual return to be made by company not having share capital. 19 & 20 Geo. 5, c. 23, s. 109. General provisions as to annual returns. 19 & 20 Geo. 5, c. 23, s. 110. Certificates to be sent by private company with annual return. 19 & 20 Geo. 5, c. 23, s. 111. Annual general meeting. 19 & 20 Geo. 5, c. 23, s. 112. [s. 111 cont.] Statutory meeting and statutory report. 19 & 20 Geo. 5, c. 23, s. 113. Convening of extraordinary general meeting on requisition. 19 & 20 Geo. 5, c. 23, s. 114. [s. 113 cont.] Provisions as to meetings and votes. 19 & 20 Geo. 5, c. 23, s. 115. Representation of companies at meetings of other companies and of creditors. 19 & 20 Geo. 5, c. 23, s. 116. [s. 115 cont.] Provisions as to extraordinary and special resolutions. 19 & 20 geo. 5, c. 23, s. 117. Registration and copies of certain resolutions and agreements. 19 & 20 Geo. 5, c. 23, s. 118. [s. 117 cont.] 22 of 1950, Schedule. Resolutions passed at adjourned meetings. 19 & 20 Geo. 5, c. 23, s. 119. Minutes of proceedings of meetings and directors. 19 & 20 Geo. 5, c. 23, s. 120. Inspection of minute books. 19 & 20 Geo. 5, c. 23, s. 121. 22 of 1950, Schedule. Keeping of books of account. [cf. 19 & 20 Geo. 5, c. 23, s. 122.] [s. 121 cont.] Profit and loss account and balance sheet. 19 & 20 Geo. 5, c. 23, s. 123. [s. 122 cont.] Contents of balance sheet. 19 & 20 Geo. 5, c. 23, s. 124. Assests consisting of shares in subsidiary companies to be set out separately in balance sheet. 19 & 20 Geo 5, c. 23, s. 125. Balance sheet to include particulars as to subsidiary companies. 19 & 20 Geo. 5, c. 23, s. 126. [s. 125 cont.] Meaning of subsidiary company. 19 & 20 Geo. 5, c. 23, s. 127. Accounts to contain particulars as to loans to, and remuneration of, directors, &c. 19 & 20 Geo 5, c. 23, s. 128. [s. 127 cont.] Signing of balance sheet. 19 & 20 Geo. 5, c. 23, s. 129. 22 of 1950, Schedule. Right to receive copies of balance sheets and auditors' report. 19 & 20 Geo. 5, c. 23, s. 130. Banking and certain other companies to publish periodical statement. 19 & 20 Geo. 5, c. 23, s. 131. Seventh Schedule. 22 of 1950, Schedule. (Cap. 36). (Cap. 34). Appointment and remuneration of auditors. 19 & 20 Geo. 5, c. 23, s. 132. 1 of 1949, s. 13. [s. 131 cont.] Disqualification for appointment as auditor. 19 & 20 Geo. 5, c. 23, s. 133. 22 of 1950, Schedule. Auditor's report and auditors' right of access to books and right to attend general meetings. 19 & 20 Geo. 5, c. 23, s. 134. 1 of 1949, s. 14. [s. 133 cont.] 1 of 1949, s. 14. Investigation of affairs of company by inspectors. 19 & 20 Geo. 5, c. 23, s. 135. 29 of 1933, s. 3. Proceedings on report by inspectors. 19 & 20 Geo. 5, c. 23, s. 136. [s. 135 cont.] Power of company to appoint inspectors. 19 & 20 Geo. 5, c. 23, s. 137. Report of inspectors to be evidence. 19 & 20 Geo. 5, c. 23, s. 138. Number of directors. 19 & 20 Geo. 5, c. 23, s. 139. Restrictions on appointment or advertisement of director. 19 & 20 Geo. 5, c. 23, s. 140. [s. 139 cont.] Qualification of director or manager. 19 & 20 Geo. 5, c. 23, s. 141. Provisions as to undercharged bankrupts acting as directors. 19 & 20 Geo. 5, c. 23, s. 142. 22 of 1950, s. 3. Validity of acts of directors. Ibid. s. 143. Register of directors. 19 & 20 Geo. 5, c. 23, s. 144. [s. 143 cont] Limited company may have directors with unlimited liability. 19 & 20 Geo. 5, c. 23, s. 146. 22 of 1950. Schedule. Special resolution of limited company making liability of directors unlimited. 19 & 20 Geo. 5, c. 23, s. 147. Statement as to remuneration of directors to be furnished to shareholders. 19 & 20 Geo. 5, c. 23, s. 148. [s. 146 cont.] 9 of 1950, Schedule. (Cap. 112). 22 of 1950, Schedule. Disclosure by directors of interest in contracts. 19 & 20 Geo. 5, c. 23, s. 149. 22 of 1950, Schedule. Provisions as to payments received by directors for loss of office or on retirement. 19 & 20 Geo. 5, c. 23, s. 150. [s. 148 cont.] 22 of 1950, Schedule. Provisions as to assignment of office by director's 19 & 20 geo. 5, c. 23, s. 151. Provisions as to liability of officers and auditors. 19 & 20 geo. 5, c. 23, s. 152. Power to compromise with creditors and members. 19 & 20 Geo. 5, c. 23, s. 153. [s. 151 cont.] 22 of 1950, Schedule. Provisions for facilitating reconstruction and amalgamation of companies. 19 & 20 Geo. 5, c. 23, s. 154. [s. 152 cont.] Power to acquire shares of shareholders dissenting from scheme or contract approved by majority. 19 & 20 Geo. 5, c. 23, s. 155. Modes of winding up. 19 & 20 Geo. 5, c. 23, s. 156. Liability as contributories of present and past members. 19 & 20 Geo. 5, c. 23, s. 157. [s. 155 cont.] Definition of contributory. 19 & 20 Geo. 5, c. 23, s. 158. Nature of liability of contributory. 19 & 20 Geo. 5, c. 23, s. 159. Contributories in case of death of member. 19 & 20 Geo. 5, c. 23, s. 160. [s. 158 cont.] Contributories in case of bankruptcy of member. 19 & 20 Geo. 5, c. 23, s. 161. Provision as to married women. 19 & 20 Geo. 5, c. 23, s. 162. (Cap. 183.) Jurisdiction to wind up companies registered in the Colony. 19 & 20 Geo. 5, c. 23, s. 163. Circumstances in which company may be wound up by court 19 & 20 Geo. 5, c. 23, s. 168. Definition of inability to pay debts. 19 & 20 Geo. 5, c. 23, s. 169. Provisions as to applications for winding up. 19 & 20 Geo. 5, c. 23, s. 170. [s. 164 cont.] Powers of court on hearing petition. 19 & 20 Geo. 5, c. 23, s. 171. Power to stay or restrain proceedings against company. 19 & 20 Geo. 5, c. 23, s. 172. Avoidance of dispositions of property, &c. after commencement of winding up. [s. 167 cont.] 19 & 20 Geo. 5, c. 23, s. 173. Avoidance of attachments, &c. 19 & 20 Geo. 5, c. 23, s. 174. Commencement of winding up by the court. 19 & 20 Geo. 5, c. 23, s. 175. Copy of order to be forwarded to Registrar. 19 & 20 Geo. 5, c. 23, s. 176. actions stayed on winding-up order. 19 & 20 Geo. 5, c. 23, s. 177. effect of winding-up order. 19 & 20 Geo. 5, c. 23, s. 178. Official Receiver in Bankruptcy to be official receiver for winding-up purposes. 19 & 20 Geo. 5, c. 23 s. 179. 1 of 1949, s. 15. Appointment of Official Receiver by court in certain case. 19 & 20 Geo. 5, c. 23, s. 180. Statement of company 20 Geo. 5, c. 23, s. 382. (58 of 1911.) (1 of 1865.) Saving of pending proceedings for winding up. 19 & 20 Geo. 5, c. 23, 383. Saving. (Cap. 36.) (Cap. 35.) (Cap. 34.) 1st Schedule, Table A. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 29 of 1933, s. 9. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table D. --cont. 1st Schedule. Table E. --cont. 3rd Schedule. 3rd Schedule.--cont. 3rd Schedule.--cont. 4th Schedule.--cont. 4th Schedule.--cont. 4th Schedule.--cont. 5th Schedule.--cont. 5th Schedule.--cont. 6th Schedule.--cont. 6th Schedule.--cont. 6th Schedule.--cont. 6th Schedule.--cont. 7th Schedule.--cont. 9th Schedule. 9th Schedule.--cont.

(2) In making a call the court may take into considera-
tion the probability that some of the contributories may
partly or wholly fail to pay the call. [199

199. (1) The court may order any contributory, purchaser or other
person from whom money is due to the company to pay the amount
due into such bank as the court may direct to the account of the
liquidator instead of to the liquidator, and any such order may be
enforced in the same manner as if it had directed payment to the
liquidator.

(2) All moneys and securities paid or delivered into such bank in
the event of a winding up by the court shall be subject in all respects
to the orders of the court. [200

200. (1) An order made by the court on a contributory shall, subject
to any right of appeal, be conclusive evidence that the money, if any,
thereby appearing to be due or ordered to be paid is due.

(2) All other pertinent matters stated in the order shall
be taken to be truly stated as against all persons and in
all proceedings. [201

201. (1) Where in proceedings the Official Receiver becomes the
liquidator of a company, whether provisionally or otherwise, he may, if
satisfied that the nature of the estate or business of the company, or
the interests of the creditors or contributories generally, require the
appointment of a special manager of the estate or business of the
company other than himself, apply to the court, and the court may on
such application, appoint a special manager of the said estate or
business to act during such time as the court may direct, with such
powers, including any of the powers o f a receiver or manager, as may
be entrusted to him by the court.

(2) The special manager shall give such security and account in
such manner as the court may direct.

(3) The special manager shall receive such remunera-

tion as may be fixed by the court. [202





202. Tile court may fix a time or times, within which
creditors are to prove their debts or claims, or to be excluded
from the benefit of any distribution made before those debts
are proved. [203

203. The court shall adjust the rights of the contribu-
tories among themselves, and distribute any surplus among
the persons entitled thereto. [204

204. The court may, at any time after making a winding up order,
make such order for inspection of the books and papers of the
company by creditors and contributories as the court thinks just, and
any books and papers in the possession of the company may be
inspected by creditors or contributories accordingly, but not further or
otherwise. [205

205. The court may, in the event of the assets being
insufficient to satisfy the liabilities, make an order as to the
payment out of the assets of the costs, charges, and expenses
incurred in the winding up in such order of priority as the
court thinks just. [206

206. (1) The court may, at any time after the appointment of a
provisional liquidator or the making of a winding up order, summon
before it any officer of the company or person known or suspected to
have in his possession any property of the company or supposed to
be indebted to the company, or any person whom the court deems
capable of giving information concerning the promotion, formation,
trade, dealings, affairs, or property of the company.

(2) The court may examine him on oath concerning the matters
aforesaid, either by word of mouth or on written interrogatories, and
mav reduce his answers to writing and require him to sign them.

(3) The court may require him to produce any books papers in his
custody or power relating to the company, but, where he claims any
lien on books or papers produced by him, the production shall be
without prejudice to that lien, and the court shall have jurisdiction in
the winding up to determine all questions relating to that lien.

(4) If any person so summoned, after being tendered a reasonable
sum for his expenses, refuses to come before





the court at the time appointed, not having a lawful impediment (made
known to the court at the time of its sitting, and allowed by it), the
court may cause him to be apprehended and brought before the court
for examination. [207

207. (1) Where an order has been made for winding up a company
by the court, and the Official Receiver has made a further report under
this Ordinance stating that in his opinion a fraud has been committed
by any person in the promotion or formation of the company, or by any
director or other officer of the company in relation to the company
since its formation, the court may, after consideration of the report,
direct that that person, director or officer shall attend before the court
on a day appointed by the court for that purpose, and be publicly
examined as to the promotion or formation or the conduct of the
business of the company, or as to his conduct and dealings as director
or officer thereof.

(2) The Official Receiver shall take part in the examination, and for
that purpose may, if specially authorized by the court in that behalf,
employ a solicitor with or without counsel.

(3) The liquidator, where the Official Receiver is not the liquidator,
and any creditor or contributory, may also take part in the examination
either personally or by solicitor or counsel.

(4) The court may put such questions to the person examined as
the court thinks fit.

(5) The person examined shall be examined on oath, and shall
answer all such questions as the court may put or allow to be put to
him.

(6) A person ordered to be examined under this section shall at his
own cost, before his examination, be furnished with a copy of the
Official Receiver's report, and may at his own cost employ a solicitor
with or without counsel, who shall be at liberty to put to him such
questions as the court may deem just for the purpose of enabling him
to explain or qualify any answers given by him : Provided that, if any
such person applies to the court to be exculpated from any charges
niade or suggested against him, it shall be the





duty of the Official Receiver to appear on the hearing of the application
and call the attention of the court to any matters which appear to the
Official Receiver to be relevant, and if the court, after hearing any
evidence given or witnesses called by the Official Receiver, grants the
application, the court may allow the applicant such costs as in its
discretion it may think fit.

(7) Notes of the examination shall be taken down in writing, and
shall be read over to or by, and signed by, the person examined, and
may thereafter be used in evidence against him, and shall be open to
the inspection of any creditor or contributory at all reasonable times.

(8) The court may, if it thinks fit, adjourn the examina-
tion from time to time. [208

208. (1) Where an order has been made forwinding up a company by
the court, and the Official Receiver has made a further report under this
Ordinance stating that, in his opinion, a fraud has been committed by a
person in the promotion or formation of the company, or by any
director or other officer of the company in relation to the company
since its formation, the court may, on the application of the Official
Receiver, order that that person, director or officer shall not, without
the leave of the court, be a director of or in any way, whether directly or
indirectly, be concerned in or take part in the management of a
company for such period, not exceeding five years, from the date of the
report as may be specified in the order.

(2) The Official Receiver shall, where he intends to make an
application under the last foregoing subsection, give not less than ten
days' notice of his intention to the person charged with the fraud, and
on the hearing of the application that person may appear and himself
give evidence or call witnesses.

(3) It shall be the duty qf the Official Receiver to appear on the
hearing of an application by him for an order under this section and on
an application for leave under this section and to call the attention of
the court to any matters which appear to him to be relevant, aiid on any
such application the Official Receiver may himself give evidence or call
witnesses.





(4) If any person acts in contravention of an order made under this
section, he shall, in respect of each offence be guilty of a misdemeanor
triable summarily and liable on conviction on indictment to
imprisonment for two years, or on summary conviction to a fine of five
thousand dollars and imprisonment for six months.

(5) The provisions of this section shall have effect not-
withstanding that the person concerned may be criminally
liable in respect of the matters on the ground of which the
order is to be made. [209

209. The court, at any time either before or after making
a winding-up order, on proof of probable cause for believing
that a contributory is about to quit the Colony, or otherwise
to abscond, or to remove or conceal any of his property for
the purpose of evading payment of calls, or of avoiding
examination respecting the affairs of the company, may
cause the contributory to be arrested, and his books and
papers and moveable personal property to be seized, and him
and them to be safely kept until such time as the court may
order. [210

210. Any powers by this Ordinance conferred on the
court shall be in addition to and not in restriction of any
existing powers of instituting proceedings against any con-
tributory or debtor of the company, or the estate of any
contributo.ry or debtor, for the recovery of any call or other
sums. [211

211. Provision may be made by general rules for enabling or
requiring all or any of the powers and duties conferred and imposed on
the court by this Ordinance in respect of the following matters-

(a) the holding and conducting of meetings to ascertain the
wishes of creditors and contributories;

(b)the settling of lists of contributories and the rectifying of the
register of members where required, and the collecting and
applying of the assets.

(c)the paying, delivery, conveyance, surrender or transfer of
money, property, books or papers to the liquidator;

(d) the making of calls;





(e)the fixing of a time within which debts and claims must be
proved;

to be exercised or performed by the liquidator as an officer of the court
and subject to the control of the court: Provided that the liquidator
shall not, without the special leave of the court rectify the register of
members, and shall not make any call without either the special leave of
the court or the sanction of the committee of inspection. [212

212. (1) When the affairs of a company have been completely
wound up, the court shall make an order that the company be dissolved
from the date of the order, and the company shall be dissolved
accordingly.

(2) The order shall within fourteen days from the date thereof be
reported by the liquidator to ihe Registrar of Companies who shall
make in his books a minute of the dissolution of the company.

(3) If the liquidator makes default in complying with the
requirements of this section, he shall be liable to a fine of fifty dollars
for every day during which he is in default.

[213

(iii) VOLUNTARY WINDING UP.

Resolutions for, and cominencement of Voluntary
Winding Up.

213. (1) A company may be wound up voluntarily

(a)when the period, if any, for the direction of.the company by
the articles expires, or the event, if any, occurs, on the
occurrence of which the articles provide that the company is
to be dissolved, and the company in general meeting has
passed a resolution requiring the company to be wound up
voluntarily;

(b)if the company resolves by special resolution that the
company be wound up voluntarily;

(c)if the company resolves by extraordinary resolution to the
effect that it cannot by reason of its liabilities continue its
business, and that it is advisable to wind up.





(2) In this Ordinance the expression a resolution for
voluntary winding up means a resolution passed under any
of the provisions of subsection (1). [214

214. (1) When a company has passed a resolution for
voluntary winding up, it shall, within seven days after the passing
of the resolution,, give notice of the resolution by advertisement
in the Gazette.

(2) If default is made in complying with this section,
the company and every officer of the company who is in
default shall be liable to a default fine, and for the pur-
poses of this subsection the liquidator of the company shall
be deemed to be an officer of the company. [215

215. A voluntary winding up shall be deemed to com-
mence at the time of the passing of the resolution for
voluntary winding up. [216

Consequences of Voluntary Winding Up.

218. In case of a voluntary winding up, the company
shall, from the commencement of the winding up, cease to
carry on its business, except so far as may be required for
the beneficial winding up thereof:Provided that the cor-
porate state and corporate powers of the company shall,
notwithstanding anything to the contrary in its articles,
continue until it is dissolved. [217

217. Any transfer of shares, not being a transfer made to or
with the sanction of the liquidator, and any alteration in the status
of the members of the company, made after the commencement
of a voluntary winding up, shall be void.

[218

Declaration of Solvency.

218. (1) Where it is proposed to wind up a company voluntarily,
the directors of the company or, in the case of a company
having more than two directors, the majority of the directors
may, at a meeting of the directors held before the date on which
the notices of the meeting at which the resolution for the winding
up of the company is to be proposed are sent out, make a
statutory declaration to the





effect that they have made a full inquiry into the affairs of the
company, and that, having so done, they have formed the opinion
that the company will be able to pay its debts in full within a
period, not exceeding twelve months, from the commencement
of the winding up.

(2) A declaration made as aforesaid shall have no effect for
the purposes of this Ordinance unless it is delivered to the
Registrar for registration before the date mentioned in
subsection (i).

(3) A winding up in the case of which a declaration
has been made and delivered in accordance with this section
is in this Ordinance referred to as a members' voluntary
winding up' - and a winding up in the case of which a declara-
tion has not been made and delivered as aforesaid is in this
Ordinance referred to as a creditors' voluntary winding up.

[219

Provisions applicable to a Members Voluntary

Winding Up.

219. The provisions contained in the five sections of this
Ordinance next following shall apply in relation to a
members' voluntary winding up. [220

220. (1) The company in general meeting shall appoint one or
more liquidators for the purpose of winding tip the affairs and
distributing the assets of the company, and may fix the
remuneration to be paid to him or them.

(2) On the appointment of a liquidator all the powers
of the directors shall cease, except so far as the company
in general meeting, or the liquidator, sanctions the con-
tinuance thereof. [221

221. (1) If a vacancy occurs by death, resignation, or
otherwise in the office oi liquidator appointed by the company,
the company in general meeting may, subject to any
arrangement with its creditors, fill the vacancy.

(2) For that purpose a general meeting may be convened by
an contributory or, if there were more liquidators

than one, by the continuing liquidators.

(3) The meeting shall be held in manner provided by this
Ordinance or by the articles, or in such manner as may, on
application by any contributory or by the continuing

liquidators, be determined by the court. [222





222. (1) Where a company is proposed to be, or is in course of being,
wound up altogether voluntarily, and the whole or part of its business
or property is proposed to be transferred or sold to another company,
whether a company within the meaning of this Ordinance or not (in this
section called the transferee company) the liquidator of the
first-mentioned company (in this section called the transferor company)
may, with the sanction of a special resolution of that company,
conferring either a general authority on the liquidator or an authority in
respect of any particular arrangement, receive in compensation or part
compensation for the transfer or sale, shares, policies, or other like
interests in the transferee company, for distribution among the
members of the transferor company, or may enter into any other
arrangement whereby the members of the transferor company may, in
lieu of receiving cash, shares, policies, or other like interests, or in
addition thereto, participate in the profits of or receive any other benefit
from the transferee company.

(2) Any sale or arrangement in pursuance of this section shall be
binding on the members of the transferor company.

(3) If any members of the transferor, company who did not vote in
favour of the special resolution expresses his dissent therefrom in
writing addressed to the liquidator, and left at the registered office of
the company within seven days after the passing of the resolution, he
may require the liquidator either to abstain from carrying the resolution
into effect, or to purchase his interest at a price to be determined by
agreement or by arbitration in manner provided by this section.

(4) If the liquidator elects to purchase the member's interest, the
purchase money must be paid before the company is dissolved, and be
raised by the liquidator in such manner as may be determined by
special resolution.

(i) special resolution shall not be invalid for the purposes of
this section by reason that it is passed before or concurrently with a
resolution for voluntary winding up) or for appointing liquidators, but,
if an order is made within a Year for winding up the company by or
subject to the supervision of the court, the special resolution shall not
be valid unless sanctioned by the court.





(6) For the purposes of an arbitration under this
section, the provisions of the Companies Clauses Consolida-
tion Act, 1845, with respect to the settlement of disputes by
arbitration, shall be incorporated with this Ordinance, and
in the construction of those provisions this Ordinance shall
be deemed to be the special Act, and the company shall
mean the transferor company, and any appointment 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, or, if there is more
than one liquidator, then of any two or more of the liquida-
tors, and all powers given by the said Act to the Board of
Trade shall be exercised by the Governor. [223

223. (1) In the event of the winding up continuing for more than one
year, the liquidator shall summon a general meeting of the company at
the end of the first year from the commencement of the winding up, and
of each succeeding year, or as soon thereafter as may be convenient,
and shall lay before the meeting an account of his acts and dealings
and of the conduct of the winding up during the preceding year.

(2) If the liquidator fails to comply with this section, he shall be
liable to a fine of five hundred dollars. [224

224. (1) As soon as the affairs of the company are fully wound up,
the liquidator shall make up an account of the winding up, showing
how the winding up has been conducted and the property of the
company has been disposed of, and thereupon shall call a general
meeting of the company for the purpose of laying before it the account,
and giving any explanation thereof.

(2) The meeting shall be called by advertisellient in the Gazette,
specifying the time, place, and object thereof, and published one
month at least before the meeting.

(3) Within three weeks after the meeting, the liquidator shall send
to the Registrar a copy of the account, and shall make a return to him of
the holding of the meeting and of its date, and if the copy is not sent or
the return is not made in accordance witli this subsection the
liquidator shall be liable to a fine of fifty dollars for every day during





which the default continues: Provided that, if a quorum is not
present at the meeting, the liquidator shall, in lieu of the return
hereinbefore mentioned, make a return that the meeting was
duly summoned and that no quorum was present thereat, and
upon such a return being made the provisions of the subsection
as to the making of the return shall be deemed to have been
complied with.

(4) The Registrar on receiving the account and either of the
returns hereinbefore mentioned shall forthwith register them, and
on the expiration of three months from the registration of the
return the company shall be deemed to be dissolved: Provided
that the court may, on the application of the liquidator or of any
other person who appears to the court to be interested, make an
order deferring the date at which the dissolution of the company
is to take effect for such time as the court thinks fit.

It shall be the duty of the person on whose applica-
tion an order of the court tinder this section is made within
seven days after the making of the order, to deliver to the
Registrar an office copy of the order for registration, and
if that person fails so to do he shall be liable to a fine of
fifty dollars for every day during which the default con-
tinties. [225

Provisions applicable to a Creditors' Voluntary
Winding Up.

225. The provisions contained in the eight sections next
following shall apply in relation to a creditors' voluntary
winding up. [226

226. (1) The company shall cause a meeting of the creditors
of the company to be summoned for the day, or the day next
following the day, on which there is to be held the meeting at
which the resolution for voluntary winding up is to be proposed,
and shall cause the notices of the said meeting of creditors to be
sent by post to the creditors simultaneously with the sending of
the notices of the said meeting of the company.

(2) The company shall cause notice of the meeting of the
creditors to be advertised once in the Gazette and once





at least in two local newspapers circulating in the district where the
registered office or principal place of business of the company is
situate:

(3) The directors of the company shall-

(a)cause a full statement of the position of the company's
affairs together with a list of the creditors of the company
and the estimated amount of their claims to be laid before the
meeting of creditors to be held as aforesaid; and

(b)appoint one of their number to preside at the said meeting.

(4) It shall be the duty, of the director appointed to preside at the
meeting of creditors to attend the meeting and preside thereat.

(5) If the meeting of the company at which the resolution for
voluntary winding up is to be proposed is adjourned and the resolution
is passed at an adjourned meeting, any resolution passed at the
meeting of the creditors held in pursuance of subsection (i) shall have
effect as if it had been passed immediately after the passing of the
resolution for winding up the company.

(6) If default is made-

(a)by the company in complying with subsections (1) and (2) ;

(b)by the directors of the company in complying subsection (3)
;

(e)by any director of the company in complying with
subsection (4),

the company, directors or director, as the case may be, shall be liable to
a fine of two thousand dollars, and, in the case of default by the
company, every officer of the company who is in default shall be liable
to the like penalty. [227

227. The creditors and the company at their respective meetings
mentioned in the last foregoing section of this Ordinance may
nominate a person to be liquidator for the purpose of winding up the
affairs and distributing the assets of the cornpany, and if the creditors
and the company nominate different persons, the person nominated
by the creditors shall be liquidator, and if no person is nominated by
the creditors the person, if any, nominated by the com-





pany shall be liquidator : Provided that in the case of
different person being nominated any director, member,
or creditor of the company may, within seven days after
the date on which the nomination was made by the
creditors, apply to the court for an order either directing
that the person nominated as liquidator by the company
shall be liquidator instead of or jointly with the person
nominated by the creditors, or appointing some other
person to be liquidator instead of the person appointed by
the creditors.
[228

228. (1) The creditors at the meeting to be held in pursuance
of section 226 or at any subsequent meeting, may, if they think
fit, appoint a committee of inspection consisting of not more than
five persons, and if such a committee is appointed the company
may, either at the meeting at which the resolution for voluntary
winding up is passed or at any time subsequently in general
meeting, appoint such number of persons as they think fit to act
as members of the committee not exceeding five in number :
Provided that the creditors may, if they think fit, resolve that all
or any of the persons so appointed by the company ought not to
be members of the committee of inspection, and, if the creditors
so resolve, the persons mentioned in the resolution shall not,
unless the court otherwise directs, be qualified to act as
members of the committee, and on any application to the court
under this provision the court may, if it thinks fit, appoint other
persons to act as such members in place of the persons
mentioned in the resolution.

(2) Subject to the provisions of this section and to general
rules, the provisions of section 192 (except subsection (i) ) shall
apply with respect to a committee of inspection appointed under
this section as they apply with respect to a committee of
inspection appointed in a winding up by the court. [229

229. (1) The committee of inspection, or If there is no such
committee, the creditors, may fix the remuneration to be paid to
the liquidator or liquidators.

(2) On the appointment of a liquidator, all the powers of the
directors shall cease, except so far as the committee





of inspection, or if there is no such committee, the creditors,
sanction the continuance thereof.
[230

230. If a vacancy occurs, by death, resignation or other-
wise, in the office of a liquidator, other than a liquidator
appointed by, or by the direction of, the court, the creditors
may, fill the vacancy. [231

231. The provisions of section 222 shall apply in the
case of a creditors' voluntary winding up as in the case
of a members' voluntary winding up, with the modification
that the powers of the liquidator under the said section
shall not be exercised except with the sanction either of the
court or of the committee of inspection. [232

232. (1) In the event of the winding tip continuing for more
than one year, the liquidator shall summon a general meeting of
the company and a meeting of creditors at the end of the first
year from the commencement of the winding tip, and of each
succeeding year, or as soon thereafter as may be convenient,
and shall lay before the meetings an account of his acts and
dealings and of the conduct of the winding up during the
preceding year.

(2) If the liquidator fails to comply with this section, he shall
be liable to a fine of five hundred dollars. [233

233. (1) As soon as the affairs of the company are fully
wound up, the liquidator shall make up an account of the winding
up, showing how the winding up has been conducted and the
property of the company has been disposed of, and thereupon
shall call a general meeting of the company and a meeting of
the creditors, for the purpose of laying the account before the
meetings, and giving any explanation thereof.

(2) Each such meeting shall be called by advertisement in the
Gazette, specifying the time, place, and object thereof, and
published one month at least before the meeting.

(3) Within three weeks after the date of the meetings, or, if
the meetings are not held on the same date, after the date of the
later meeting, the liquidator shall send to





the Registrar a copy of the account, and shall make a return to
him of the holding of the meetings and of their dates, and if the
copy is not sent or the return is not made in accordance with
this subsection the liquidator shall be liable to a fine of fifty
dollars for every day during which the default continues :
Provided that, if a quorum is not present at either such meeting,
the liquidator shall, in lieu of the return hereinbefore mentioned,
make a return that the meeting was duly summoned and that no
quorum was present thereat, and upon such a return being made
the provisions of this subsection as to the making of the return
shall, in respect of that meeting, be deemed to have been
complied with.

(4) The Registrar on receiving the account and in respect
of each such meeting either of the returns hereinbefore
mentioned shall forthwith register them, and on the expiration of
three months from the registration thereof the company shall be
deemed to be dissolved : Provided that the court may, on the
application of the liquidator or of any other person who appears
to the court to be interested, make an order deferring the date at
which the dissolution of the company is to take effect for such
time as the court thinks fit.

(5) It shall be the duty of the person on whose
application an order of the court under this section is made,
within seven days after the making of the order, to deliver
to the Registrar an office copy of the orders for registra-
tion, and if that person fails so to do he shall be liable
to a fine of fifty dollars for every day during which the
default continues. [234

Provisions applicable to every Voluntary
Winding Up.

234. The provisions contained in the eight sections of
this Ordinance next following shall apply to every volun-
tary winding up whether a members' or a creditors'
winding up. [235

235. Subject to the provisions of this Ordinance as to
preferential payments, the property of a company shall, on its
winding up, be applied in satisfaction of its liabilities





Pari Passit, and, subject to such application, shall, unless
the articles otherwise provide, be distributed among the
members according to their rights and interests in the com-
pany. [236

236. (1) The liquidator may

(a)in the case of a members' voluntary winding up, with the
sanction of an extraordinary resolution of the company,
and, in the case of a creditors' voluntary winding up,
with the sanction of either the court or the committee of
inspection, exercise any of the powers given by
paragraphs (d), (e) and of subsection (i) of section 184
to a liquidator in a winding up by the court;

(b)without sanction, exercise any of the other powers by
this Ordinance given to the liquidator in a winding up by
the court;

(c)exercise the power of the court under this Ordinance of
settling a list of contributories, and the list of
contributories shall be prima facie evidence of the
liability of the persons named therein to be
contributories;

(d) exercise the power of the court of making calls;

(e)summon general meetings of the company for the
purpose of obtaining the sanction of the company by
special or extraordinary resolution or for any other
purpose lie may think fit.

(2) The liquidator shall pay the debts of the company and
shall adjust the rights of the contributories among themselves.

(3) When several liquidators are appointed, any power
given by this Ordinance may be exercised by such one or
more of them as may be determined at the time of their
appointment, or, in default of such determination, by any
number not less than two. [237

237. (1) If from, any cause whatever there is no liquidator
acting, the court may appoint a liquidator.

(2) The court may, on cause shown, remove a liquida-

tor and appoint another liquidator. [238





238. (1) The liquidator shall, within five weeks after his
appointment, deliver to the Registrar for registration a notice of
his appointment in the form prescribed.

(2) If the liquidator fails to comply with the requiremerits of
this section he shall be liable to a fine of fifty dollars for every
day during which the default continues. [239

239. (1) Any arrangement entered into between a com-
pany about to be, or in the course of being, wound up
and its creditors shall, subject to the right of appeal under
this section, be binding on the company if sanctioned by
an extraordinary resolution, and on the creditors if acceded
to by three-fourths in number and value of the creditors.

(2) Any creditor or contributory rnay, within three
weeks from the completion of the arrangement, appeal to
the court against it, and the court may thereupon, as it
thinks just, amend, vary, or confirm the arrangement. [240

240. (1) The liquidator or any contributory or creditor may
apply to the court to determine any question arising in the
winding up of a company, or to exercise, as respects the
enforcing of calls, or any other matter, all or any of the powers
which the court might exercise if the, company were being
wound up by the court.

(2) The court, if satisfied that the determination of the
question or the required exercise of power will be just and
beneficial, may accede wholly or partially to the applica-
tion on such terms and conditions as it thinks fit, or may
make such other order on the application as it thinks
just. [241

241. All costs, charges, and expenses properly incurred
in, the winding up, including the remuneration of the
liquidator, shall be payable out of the assets of the com-
pany in priority to alfother claims. [242

242. The winding up of a company shall not bar the right of
any creditor or contributory to have it wound up by the court, but
in the case of an application by a contributory, the court must be
satisfied that the rights of the contributories will be prejudiced by
a voluntary winding

up. [243





(iV) WINDING UP SUBJECT TO SUPERVISION OF COURT.

243. When a company has passed a resolution for voluntary
winding up, the court may make an order that the voluntary
winding up shall continue but subject to such supervision of the
court, and with such liberty for creditors, contributories, or others
to apply to the court, and generally on such terms and conditions,
as the court thinks just. [244

244. A petition for the continuance of a voluntary
winding up subject to the supervision of the court shall,
for the purpose of giving jurisdiction to the court over
actions, be deemed to be a petition for winding up by the
court. [245

245. A winding up subject to the supervision of the
court shall, for the purposes of sections 167 and 168, be
deemed to be a winding up by the court. [246

246. (1) Where an order is made for a winding up subject to
supervision, the court may by that or any subsequent order
appoint an additional liquidator.

(2) A liquidator appointed by the court under this section shall
have the same powers, be subject to the same obligations, and in
all respects stand in the same position as if he had been duly
appointed in accordance witli the provisions of this Ordinance
with respect to the appointirient of liquidators in a voluntary
winding up.

(3) The court may remove any liquidator so appointed
by the court or any liquidator continued under the super-
vision order and fill any vacancy occasioned by the removal,
or by death or resignation. [247

247. (1) Where an order is made for a winding up subject to
supervision, the liquidator may, subject to any restrictions
imposed by the court, exercise all his powers, without the
sanction or intervention of the court, in the same manner as if
the company were being wound up altogether voluntarily:
Provided that the powers specified in paragraphs (d), (e) and (f)
of subsection (i) of section 184 shall not be exercised by the
liquidator except with the sanction of the court or, in a case
where before the





order the winding up was a creditors' voluntary winding up, with the
sanction of either the court or the committee of inspection.

(2) A winding up subject to the supervision of the
court is not a winding up by the court for the purpose
of the provisions of this Ordinance which are set out in
the Eighth Schedule, but, subject as aforesaid, an order
for a winding up subject to supervision shall for all pur-
poses be deemed to be an order for winding up by the
court: Provided that where the order for winding up
subject to supervision was made in relation to a creditor's
voluntary winding up in which a committee of inspection
had been appointed, the order shall be deemed to be an
order for winding up by the court for the purpose of section
192 (except subsection (i) thereof), except in so far as the
operation of that section is excluded in a voluntary wind-
ing up by general rules. [248

(V) PROVISIONS APPLICABLE TO EVERY MODE OF

WINDING UP.

Proof and RavAing of Claims.

248. In every winding up (subject in the case of
insolvent companies to the application in accordance with
the provisions of this Ordinance of the law of bankruptcy)
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 admis-
sible to proof against the company, a just estimate being
made, so far as possible, of the value of 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. [249

249. In the winding up of an insolvent company registered in the
Colony the same rules shall prevail and be observed with regard to the
respective rights of secured and unsecured creditors and to debts
provable and to the valuation of annuities and future and contingent
liabilities as are in force for the time being under the law of bankruptcy



in the Colony with respect to the estates of persons adjudged
bankrupt, and all persons who in any such case





would be entitled to prove for and receive dividends out
of the assets of the company may come in under the
winding up, and make such claims against the company
as they respectively are entitled to by virtue of this
section. [250

250. (1) In a winding up there shall be paid in priority to all other
debts

(a)all debts due from the company to the Grown at the relevant
date, and having become due and payable within twelve
months next before that date ;

(b)all wages and salary (including coinniission provided that
the amount thereof is fixed or ascertainable at the relevant
date) of any clerk or servant in respect of services rendered
to the company during four months before the relevant date,
not exceeding three hundred dollars;

(c)all wages of any labourer or workman not exceeding one
hundred dollars, whether payable for time or for piece work,
in respect of services rendered to the company during four
months before the relevant date.

(2) Where any payment on account of wages or salary has been
made to any clerk, servant, workman or labourer in the employment of a
company out of money advanced by some person for that purpose,
that person shall in a winding up have a right of priority in respect of
the money so advanced and paid up to the amount by which the sum
in respect of which that clerk, servant, workman or labourer would have
been entitled to priority in the winding up has been diminished by
reason of the payment having been made.

(3) The foregoing debts shall-

(a)rank equally among themselves and be paid in full, unless
the assets are insufficient to meet them, in which case they
shall abate in equal proportions; and

(b) in the case of a company registered in the Colony, so far as
the assets of the company available for payment of general
creditors are insufficient to meet them, have priority over the
claims of holders





of debentures under any floating charge created by the
company, and be paid accordingly out of any property
comprised in or subject to that charge.

(4) Subject to the retention of such sums as may be necessary for
the costs and expenses of the winding up, the foregoing debts shall be
discharged forthwith so far as the assets are sufficient to meet them.

(5) In the event of a landlord or other person distraining or having
distrained on any goods or effects of the company within three
months next before the date of a winding-up order, the debts to which
priority is given by this section shall be a first charge on the goods or
effects so distrained on, or the proceeds of the sale thereof: Provided
that, in respect of any money paid under any such charge, the landlord
or other person shall have the same rights of priority as the person to
whom the payment is made.

(6) In this section the expression 'the relevant date' means-

(a)in the case of a company ordered to be wound up
compulsorily which had not previously commenced to be
wound up voluntarily, the date of the winding-up order; and

(b) in any other case, the date of the commencement
of the winding up. [251

Effect of Winding Up on antecedent and other

Transactions.

251. (1) Any conveyance, mortgage, delivery of goods, payment,
execution, or other act relating to property which would, if made or
done by or against an individual, be deemed in his bankruptcy a
fraudulent preference, shall, if made or done by or against a company,
be deemed, in the event of its being wound up, a fraudulent preference
of its creditors, and be invalid accordingly.



(2) For the purposes of this section, the commencement of the
winding up shall be deemed to correspond witli the presentation of the
bankruptcy petition in the case of an individual.





(3) Any conveyance or assignment by a company of
all its property to trustees for the benefit of all its creditors
shall be void to all intents. [252

252. Where a company is being wound up, a floating charge on
the undertaking or property of the company created within six months
of the commencement of the winding up shall, unless it is proved that
the company immediately after the creation of the charge was solvent,
be invalid, except to the amount of any cash paid to the company at the
time of or subsequently to the creation of, and in consideration for, the
charge, together with interest on that amount at the rate of five per cent
per annum. [253

253. (1) Where any part of the property of a company which is
being wound up consists of land of any tenure burdened with onerous
covenants, of shares or stock in companies, of unprofitable contracts,
or of any other property that is unsaleable, or not readily saleable, by
reason of its binding the possessor thereof to the performance of any
onerous act, or to the payment of any sum of money, the liquidator of
the company, notwithstanding that he has endeavoured to sell or has
taken possession of the property, or exercised any act of ownership in
relation thereto, may, with the leave of the court and subject to the
provisions of this section, by writing signed by him, at any time within
twelve months after the commencement of the winding up or such
extended period as may be allowed by the court, disclaim the property :
Provided that, where any such property has not come to the
knowledge of the liquidator within one month after the commencement
of the winding up, the power under this section of disclaiming the
property may be exercised at any time within twelve months after he
has become aware thereof or such extended period as may be allowed
by the court.

(2) The disclaimer shall operate to determine, as from the date of
disclaimer, the rights, interest, and liabilities of the company, and the
property of the company, in or in respect of the property disclaimed,
but shall not, except so far as is necessary for the purpose of releasing
the company and the property of the company from liability, affect the
rights or liabilities of any other person.





(3) The court, before or on granting leave to disclaim, may require
such notices to be given to persons interested, and impose such terms
as a condition of granting leave, and make such other order in the
matter as the court thinks just.

(4) The liquidator shall not be entitled to disclaim any property
under this section in any case where an application in writing has been
made to him by any persons interested in the property requiring him to
decide whether he will or will not disclaim, and the liquidator has not,
within a period of twenty-eight days after the receipt or the application
or such further period as may be allowed by the court, given notice to
the applicant that he intends to apply to the court for leave to disclaim,
and, in the case of a contract, if the liquidator, after such an application
as aforesaid, does not within the said period or further period disclaim
the contract, the company shall be deemed to have adopted it.

(5) The court may, on the application of any person who is, as
against the liquidator, entitled to the benefit or subject to the burden of
a contract made with the company, make an order rescinding the
contract on such terms as to payment by or to either party of damages
for the non-performance of the contract, or otherwise as the court
thinks just, and any damages payable under the order to any such
person may be proved by him as a debt in the winding up.

(6) The court may, on an application by any person who either
claims any interest in any disclaimed property or is under any liability
not discharged by this Ordinance in respect of any disclaimed property
and on hearing any such persons as it thinks fit, make an order for the
vesting of the property in or the delivery of the property to any
persons entitled thereto, or to whom it may seem just that the property
should be delivered by way of compensation for such liability as
aforesaid, or a trustee for him, and on such terms as the court thinks
just, and on any such vesting order being made, the property
comprised therein shall vest accordingly in the person therein named in
that behalf without any conveyance or assignment for the purpose:
Provided that, where the property disclaimed is of





a leasehold nature, the court shall not make a vesting order
in favour of any person claiming under the company, whether as
under-lessee or as mortgagee by demise, including a chargee by
way of legal mortgage, except upon the terms of making that
person-

(a)subject to the same liabilities and obligations as those to
which the company was subject under the lease in
respect of the property at the commencement of the
winding up; or

(b)if the court thinks fit, subject only to the same liabilities
and obligations as if the lease had been assigned to that
person at that date,

and in either event (if the case so requires) as if the lease had
comprised only the property comprised, in the vesting order,
and any mortgagee or under-lessee declining to accept a vesting
order upon such terms shall be excluded from all interest in and
security upon the property, and, if there is no person claiming
under the company who is willing to accept an order upon such
terms, the court shall have power to vest the estate and interest
of the company in the property in any person liable either
personally or in a representative character, and either alone or
jointly with the company to perform the lessee's covenants in the
lease, freed and discharged from all estates, incumbrances and
interests created therein by the company.

(7) Any person injured by the operation of a disclaimer
under this section shall be deemed to be a creditor of the
company to the amount of the injury, and may accordingly prove
the amount as a debt in the winding up, [254

254. (1) Where a creditor has issued execution against the
goods or lands of a company or has attached any debt due to the
company, and the company is subsequently wound up, he shall
not be entitled to retain the benefit of the execution or
attachment against the liquidator in the winding up of the
company unless he has completed the execution or attachment
before the commencement of the winding up: Provided that

(a)where any creditor has had notice of a meeting having
been called at which a resolution for voluntary winding
up is to be proposed, the date on which the creditor so
had notice shall for the





purposes of the foregoing provision be substituted for the
date of the commencement of the winding up; and

(b)a person who purchases in good faith under a sale by the
bailiff any goods of a company on which an execution has
been levied shall in all cases acquire a good title to them
against the liquidator.

(2) For the purposes of this section, an execution against goods
shall be taken to be completed by seizure and sale, and an attachment
of a debt shall be deemed to be completed by receipt of the debt, and
an execution against land shall be deemed to be completed by
registration of the prohibitory order in the Land Office, and in the case
of an equitable interest, by the appointment of a receiver.

(3) In this section the expression 'goods' includes all
chattels personal, and the expression 'bailiff' includes any
officer charged with the execution of a writ or other
process. [255

255. (1) Where any goods of a company are taken in execution, and,
before the sale thereof or the completion of the execution by the receipt
or recovery of the full amount of the levy, notice is served on the baififf
that a provisional liquidator has been appointed or that a winding-up
order has been made or that a resolution for voluntary winding up has
been passed, the bailiff, shall, on being so required, deliver the goods
and any money seized or received in part satisfaction of the execution
to the liquidator, but the costs of the execution shall be a first charge
on the goods or money so delivered, and the liquidator may sell the
goods, or a sufficient part thereof, for the purpose of satisfying that
charge.

(2) Where under an execution in respect of a judgment for a sum
exceeding two hundred dollars the goods of a company are sold or
money is paid in order to avoid sale, the bailiff shall deduct the costs
of the execution from the proceeds of the sale or the money paid and
retain the balance for fourteen days, and if within that time notice is
served on him of a petition for the winding up of the company having
been presented or of a meeting having been called at which there is to
be proposed a resolution for the voluntary winding





up of the company and an order is made or a resolution is passed, as
the case may be, for the winding up of the company, the bailiff shall
pay the balance to the liquidator, who shall be entitled to retain it as
against the execution creditor.

(3) In this section the expression 'goods' includes all
chattels personal, and the expression 'bailiff' Includes any
officer charged witli the execution of a writ, or other
process. [256

Offences antecedeat to or in course of Winding up.

256. (1) If any person, being a past or present director, manager or
other officer of a company which at the time of the commission of the
alleged offence is being wound up, whether by or under the
supervision of the court or voluntarily, or is subsequently ordered to
be wound up by the court or subsequently passes a resolution for
voluntary winding up-

(a)does not to the best of his knowledge and belief fully and
truly discover to the liquidator all the property, real and
personal, of the company, and how and to whom and for
what consideration and when the company disposed of any
part thereof, except such part as has been disposed of in the
ordinary way of the business of the company; or

(b)does not deliver up to the liquidator, or as he directs, all such
part of the real and personal property of the company as is in
his custody or tinder his control, and which he is required by
law to deliver up; or

(c)does not deliver up to the liquidator, or as he directs, all
books and papers in his custody or under his control
belonging to the company and which he is required by law to
deliver up; or

(d)within twelve months next before the commencement of the
winding up or at any time thereafter conceals any part of the
property of the company to the value of one hundred dollars
or upwards, or conceals any debt due to or from the
company; or

(e)within twelve months next before the commencement of the
winding up or at any time thereafter fraudulently removes
any part of the property of





the company to the value of one hundred dollars or
upwards; or

(f) makes any material omission in any statement relating to the
affairs of the company; or

(g)knowing or believing that a false debt has been proved by
any person under the winding up, fails for the period of a
month to inform the liquidator thereof; or

(h)after the commencement of the winding up prevents the
production of any book or paper affecting or relating to the
property or affairs of the company; or

(i)within twelve months next before the commencement of the
winding up or at any time thereafter, conceals, destroys,
mutilates, or falsifies, or is privy to the concealment,
destruction, mutilation, or falsification of, any book or paper
affecting or relating to the property or affairs of the company;

or

(j) within twelve months next before the commencement of the
winding up or at any time thereafter makes or is privy to the
making of any false entry in any book or paper affecting or
relating to the property or affairs of the company; or

(k)within twelve months next before the commencement of the
winding up or at any time thereafter fraudulently parts with,
alters, or makes any omission in, or is privy to the fraudulent
parting with, altering, or making any omission in, any
document affecting or relating to the property or affairs of
the company; or

(l)after the commencement of the winding up or at any meeting
of the creditors of the company within twelve months next
before the commencement of the winding up attempts to
account for any part of the property of the company by
fictitious losses or expenses; or

(m)has within twelve months next before the commencement of
the winding up or at any time thereafter, by any false
representation or other fraud, obtained any property for or
on behalf of the company on credit which the company does
not subsequently pay for; or





(n) within twelve months next before the commence-
ment of the winding up or at any time thereafter,
under the false pretence that the company is
carrying on its business, obtains on credit, for or
on behalf of the company, any property which the
company does not subsequently pay for; or

(o)within twelve months next before the commencement of the
winding up or at any time thereafter pawns, pledges, or
disposes of any property of the company which has been
obtained on credit and has not been paid for, unless such
pawning, pledging, or disposing is in the ordinary way of
the business of the company; or

(p)is guilty of any false representation or other fraud for the
purpose of obtaining the consent of the creditors of the
company or any of them to an agreement with reference to
the affairs of the company or to the winding up,

he shall, in the case of the offences mentioned respectively in
paragraphs (m), (n) and (o), be guilty of a misdemeanor and liable on
conviction on indictment to imprisonment for five years, or on
summary conviction to imprisonment for twelve months, and in the
case of any other offence shall be guilty of a misdemeanor triable
summarily and liable to imprisonment for two years: Provided that it
shall be a good defence to a charge under any of paragraphs (a), (b),
(c), (d), (f), (n) and (o), if the accused proves that he had no intent to
defraud, and to a charge under any of paragraphs (h), (t) and (j), if he
proves that he had no intent to conceal the state of affairs of the
company or to defeat the law.

(2) Where any person pawns, pledges or disposes of any property
in circumstances which amount to a misdemeanor under paragraph (o)
of subsection (i), any person who takes in pawn or pledge or otherwise
receives the property knowing it to be pawned, pledged, or disposed of
in such circumstances as aforesaid shall be guilty of a misdemeanor,
and on conviction thereof liable to be punished in the same way as if
he had received the property knowing it to have been obtained in
circumstances amounting to a misdemeanor.





(3) For the purposes of this section, the expression
'director' shall include any person in accordance with
whose directions orinstructions the directors of a company
have been accustomed to act. [257

257. If any director, manager or Other officer, or con-
tributory of any company being wound up destroys,
mutilates, alters, or falsifies any books, papers, or securities,
or makes or is privy to the making of any false or fraudulent
entry in any register, book of account, or document belong-
ing to the company with intent to defraud or deceive any
person, he shall be guilty of a misdemeanor triable
summarily, and be liable to imprisonment for two years,
with or without hard labour. [258

258. If any person, being at the time of the commission of
the alleged offence a director, manager or other officer of a
company which is subsequently ordered to be wound up by the
court or subsequently passes a resolution for voluntary winding
up-

(a)has by false pretences or by means of any other fraud
induced any person to give credit to the company;

(b)with intent to defraud creditors of the company, has
made or caused to be made any gift or transfer of or
charge on, or has caused or connived at the levying of
any execution against, the property of the company.

(c) with intent to defraud creditors of the company, has
concealed or removed any part of the property of
the company since, or within two months before,
the date of any unsatisfied judgment or order for
payment of money obtained against the company;
he shall be guilty of a misdemeanor triable summarily and
shall be liable to imprisonment for two years. [259

259. (1) If where a company is wound up it is shown that
proper books of account were not kept by the company
throughout the period of two years immediately preceding the
commencement of the winding up, every director, manager or
other officer of the company who was knowingly a party to or
connived at the default of the company shall,





unless he shows that he acted honestly or that in the circumstances in
which the business of the company was carried on the default was
excusable, be guilty of a misdemeanor triable summarily and liable to
imprisonment for one year.

(2) For the purposes of this section, proper books of
account shall be deemed not to have been kept in the case
of any company if there have not been kept such books or
accounts as are necessary, to exhibit and explain the transac-
tions and financial position of the trade or business of the
company, including books containing entries from day to
day in sufficient detail of all cash received and cash paid,
and, where the trade or business has involved dealings in
goods, statements of the annual stocktakings and (except
in the case of goods sold by way of ordinary retail trade)
of all goods sold and purchased, showing the goods and
the buyers and sellers thereof in sufficient detail to enable
those goods and those buyers and sellers to be
identified. [260

260. (1) If in the course of the winding up of a company it appears
that any business of the company has been carried on with intent to
defraud creditors of the company or creditors of any other person or
for any fraudulent purpose, the court, on the application of the Official
Receiver, or the liquidator or any creditor or contributory of the
company, may, if it thinks proper so to do, declare that any of the
directors, whether past or present, of the company who were
knowingly parties to the carrying on of the business in manner
aforesaid shall be personally responsible, without any limitation of
liability, for all or any of the debts or other liabilities of the company as
the court may direct.

(2) Where the court makes any such declaration, it may give such
further directions as it thinks proper for the purpose of giving effect to
that decladtion, and in particular may make provision for making the
liability of any such director under the declaration a charge on any
debt or obligation due from the company to him, or on any mortgage or
charge or any interest in any mortgage or charge on any assets of the
company held by or vested in him, or any company or person on his
behalf, or any person claiming





as assignee from or through the director, company or person, and may
from time to time make such further order as may be necessary for the
purpose of enforcing any charge imposed under this subsection.

(2) For the purpose of this subsection, the expression 'assignee'
includes any person to whom or in whose favour, by the directions of
the director, the debt, obligation, mortgage or charge was created,
issued or transferred or the interest created, but does not include an
assignee for valuable consideration (not including consideration by
way of marriage) given in good faith and without notice of any of the
matters on the ground of which the declaration is made.

(3) Where any business of a company is carried on with such
intent or for such purpose as is mentioned in subsection (i), every
director of the company who was knowingly a party to the carrying on
of the business in manner aforesaid, shall be guilty of a misdemeanor
triable summarily and liable to imprisonment for one year.

(4) The court may, in the case of any person in respect of whom a
declaration has been made under subsection (i), or who has been
convicted of an offence under subsection (3), order that that person
shall not, without the leave of the court, be a director of or in any way,
whether directly or indirectly, be concerned in or take part in the
management of a company for such period, not exceeding five years,
from the date of the declaration or of the conviction, as the case may
be, as may be specified in the order, and if any person acts in
contravention of an order made under this subsection he shall be guilty
of a misdemeanor triable summarily and shall, in respect of each
offence, be liable on conviction on indictment to imprisonment for two
years: or on summary conviction to a fine of five thousand dollars and
imprisonment for six months. In this subsection the expression the
court in relation to the making of an order, means 'the court' by which
the declaration was made or the court before which the person was
convicted, as the case may be, and in relation to the granting of leave
means any court having jurisdiction to wind up the company.

(5) For the purposes of this section, the expression
'director' shall include any person in accordance with whose





directions or instructions the directors of a company have been
accustomed to act.

(6) The provisions of this section shall have effect
notwithstanding that the person concerned may be criminally liable in
respect of the matters on the ground of which the declaration is to be
made, and where the declaration under subsection (i) is made in the
case of a winding up the declaration shall be deemed to be a final
judgment within the meaning of paragraph (g) of subsection (i) of
section 3 of the Bankruptcy Ordinance.

(7) It shall be the duty of the Official Receiver or of
the liquidator to appear on the hearing of an application for
leave under subsection (4), and on the hearing of an applica-
tion under that subsection or under subsection (i) the
Official Receiver or the liquidator, as the case may be,
may himself give evidence or call witnesses. [261

261. (1) If in the course of winding up a company it

appears that any
person who has taken part in the formation or promotion of the
company, or any past or present director, manager, or liquidator, or any
officer of the comany, has



misapplied or retained or become liable or accountable for any money or
property 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
the Official Receiver, or of the liquidator, or of any creditor or
contributory, examine into the conduct of the promoter, director,
manager, liquidator, or officer, and compel him to repay or restore the
money or property or any part thereof respectively with interest at such
rate as the court thinks just, or to contribute such sum to the assets of
the company by way of compensation in respect of the misapplication,
retainer, misfeasance, or breach of trust as the court thinks just.

(2) The provisions of this section shall have effect
notwithstanding that the offence is one for which the offender may be
criminally liable.

(3) Where in the case of a winding tip an order for payment of
money is made under this section, the order shall be deemed to be a
final judgment within the meaning of paragraph (g) of subsection (i) of
section 3 of the Bank-

ruptcy Ordinance. [262





262. (1) If it appears to the court in the course of a winding up by, or
subject to the supervision of, the court that any past or present
director, manager or other officer, or any member, of the company has
been guilty of any offence in relation to the company for which he is
criminally liable, the court may, either on the application of any person
interested in the winding up or of its own motion, direct the liquidator
either himself to prosecute the offender or to refer the matter to the
Attorney General.

(2) If it appears to the liquidator in the course of a voluntary
winding up that any past or present director, manager or other officer,
or any member, of the company has been guilty of any offence in
relation to the company for which he is criminally liable, he shall
forthwith report the matter, to the Attorney General, and shall furnish
to him such information and give to him such access to and facilities
for inspecting and taking copies of any documents, being information
or documents in the possession or under the control of the liquidator
and relating to the matter in question, as he may require.

(3) Where any report is made under the last foregoing subsection
to the Attorney General, he may, if lie thinks fit, refer the matter to the
Official Receiver for further inquiry, and he shall thereupon investigate
the matter and may if he think it expedient, apply to the court for an
order conferring on him or any person designated by him for the
purpose with respect to the company concerned all such powers of
investigating the affairs of the company as are provided by this
Ordinance in the case of a winding up by the court.

(4) If on any report to the Attorney General under subsection (2) it
appears to him that the case is not one in which proceedings ought to
be taken by him, he shall inform the liquidator accordingly; and
thereupon, subject to the previous sanction of the court, the liquidator
may himself take proceedings against the offender.

(5) If it appears to the court in the course of a voluntary winding
up that any past or present director, manager or other officer, or any
member, of the company has been guilty as aforesaid, and that no
report with respect to the





matter has been made by the liquidator to the Attorney General under
subsection (2), the court may, on the application of any person
interested in the winding up or of its own motion, direct the liquidator
to make such a report, and on a report being made accordingly the
provisions of this section shall have effect as though the report had
been made in pursuance of the provisions of subsection (2).

(6) If, where any matter is reported or referred to the Attorney
General under this section, he considers that the case is one in which a
prosecution ought to he instituted and, further, that it is desirable in
the public interest that the proceedings in the prosecution should
be conducted by him, he shall institute proceedings accordingly, and it
shall be the duty of the liquidator and of every officer and agent of the
company past and present (other than the defendant in the
proceedings) to give him all assistance in connexion with the
prosecution which he is reasonably able to give. For the purposes of
this subsectien, the expression 'agent' in relation to a company shall
be deemed to include any banker or solicitor of the company and any
person employed by the company as auditor, whether that person is or
is not an officer of the company

(7) If any person fails or neglects to give assistance
in manner required by subsection (6), the court may, on
the application of the Attorney General, direct that person
to comply with the requirements of the said subsection, and
where any such application is made with respect to a
liquidator the court may, unless it appears that the failure
or neglect to comply was due to the liquidator not having
in his hands sufficient assets of the company to enable him
so to do, direct that the costs of the application shall be
borne by the liquidator personally.

(8) The court may direct that the whole or part of any costs and
expenses properly incurred by the liquidator in proceedings duly
brought by him under this section shall be defrayed as expenses
incurred by the liquidator under this Ordinance in relation to the
winding up of companies. Subject to any direction under this
subsection and to any mortgages or charges on the assets of the
company and any debts to which priority is given by section 250 all such
costs and expenses as aforesaid shall be payable out of those assets in
priority to all other liabilities payable thereout. [263





Supplementary Provisions as to Winding Up.

263. (1) A body corporate shall not be qualified for appointment as
liquidator of a company, whether in a winding up by or tinder the
supervision of the court or in a voluntary winding up, and any
appointment made in contravention of this provision shall be void.

(2) Nothing in this section shall disqualify a body
corporate from acting as liquidator of a company if acting
under an appointment made before the commencement of
this Ordinance, but subject as aforesaid any body corporate
which acts as liquidator of a company shall be liable to a
fine of two thousand dollars. [264

264. (1) If any liquidator, who has made any default
in filing, delivering or making any return, account or other
document, or in giving any notice which he is by law
required to file, deliver, make or give, fails to make good
the default within fourteen days after the service on him
of a notice requiring him to do so, the court may, on an
application made to the court by any contributory or creditor
of the company or by the Registrar of Companies, make an
order directing the liquidator to make good the default
within such time as may be specified in the order.

(2) Any such order may provide that all costs of and incidental to
the application shall be borne by the liquidator.

(3) Nothing in this section shall be taken to prejudice the
operation of any enactment imposing penalties on a liquidator in
respect of any such default as aforesaid. [265

265. (1) Where a company is being wound up, whether by or under
the supervision of the court or voluntarily, every invoice, order for
goods or business letter issued by or on behalf of the company or a
liquidator of the company, or

ù receiver or manager of the property of the company, being

ù document on or in which the name of the company appears, shall
contain a statement that the company is being wound up.

(2) If default is made in complying with this section, the company
and every director, manager, secretary or other officer of the company,
and every liquidator of the company





and every receiver or manager, who knowingly and wilfully
authorizes or permits the default, shall be liable to a fine
of five hundred dollars. [266

266. In the case of a winding up by the court of a company
registered in the Colony, or of a creditors' voluntary winding up of
such a company-

(a)every assurance relating solely to freehold or leasehold
property, or to any mortgage, charge or other incumbrance
on, or any estate, right or interest in, any real or personal
property, which forms part of the assets of the company and
which, after the execution of the assurance, either at law or in
equity, is or remains part of the assets of the company; and

(b)every power of attorney, proxy paper, writ, order, certificate,
affidavit, bond or other instrument or writing relating solely
to the property of any company which is being so wound
up, or to any proceeding under any such winding up,

shall be exempt from duties chargeable under the enactments relating
to stamp duties.

In this section the expression 'assurance' includes
deed, conveyance, assignment and surrender. [267

267. Where a company is being wound up, all books
and papers of the company and of the liquidators shall, as
between the contributories of the company, be prima facie
evidence of the truth of all matters purporting to be therein
recorded. [268

268. (1) When a company has been wound up and is about to be
dissolved, the books and papers of the company and of the liquidators
may be disposed of as follows, that is to say

(a)in the case of a winding up by, or subject to the supervision
of, the court in such way as the court directs;

(b)in the case of a members' voluntary winding up, in such way
as the company by extraordinary resolution directs, and, in
the case of a creditors' voluntary winding up, in such way as
the committee of inspection or, if there is no such committee,
as the creditors of the company, may direct.





(2) After five years from the dissolution of the company no
responsibility shall rest on the company, the liquidators, or any
person to whom the custody of the books and papers has been
committed, by reason of any book or paper not being
forthcoming to any person claiming to be interested therein.

(3) Provision may be made by general rules for enabling the
Official Receiver to prevent, for such period (not exceeding
five years from the dissolution of the company) as he thinks
proper, the destruction of the books and papers of a company
which has been wound up, and for enabling any creditor or
contributory of the company to make representations to him, and
to appeal to the court from any direction which may be given by
him in the matter.

(4) If any person acts in contravention of any general
rules made for the purposes of this section or of any direction
of the Official Receiver thereunder, he shall be liable to a
fine of two thousand dollars. [269

269. (1) If where a company is being wound up the winding
up is not concluded within one year after its commencement, the
liquidator shall, at such intervals as may be prescribed, until the
winding up is concluded, send to the Registrar a statement in the
prescribed form and containing the prescribed particulars with
respect to the proceedings in and position of the liquidation.

(2) Any person stating himself in writing to be a creditor or
contributory of the company shall be entitled, by himself or by
his agent, at all reasonable times, on paymerit of the prescribed
fee, to inspect the statement, and to receive a copy thereof or
extract therefrom.

(3) If a liquidator fails to comply with this section, he shall
be liable to a fine of five hundred dollars for each day during
which the default continues, and any person untruthfully stating
himself as aforesaid to be a creditor or contributory shall be
guilty of a contempt of court, and shall, on the application of the
liquidator or of the Official Receiver,

be punishable accordingly. [270





270. (1) If, where a company is being wound up it appears either
from any statement sent to the Registrar under the last foregoing
section or otherwise that a liquidator has in his hands or under his
control any money representing unclaimed or undistributed assets of
the company which have remained unclaimed or undistributed for six
months after the date of their receipt, the liquidator shall forthwith pay
the said money to the companies liquidation account, and shall be
entitled to the prescribed certificate of receipt for the money so paid,
and that certificate shall be an effectual discharge to him in respect
thereof.

(2) For the purpose of ascertaining and getting in any money
payable into the bank in pursuance of this section, the like powers may
be exercised, and by the like authority, as are exerciseable tinder
section 130 of the Bankruptcy Ordinance, for the purpose of
ascertaining and getting in the sums, funds, and dividends referred to
in that section.

(3) Any person claiming to be entitled to any money paid into the
bank in pursuance of this section may apply to the Official Receiver for
payment thereof, and the Official Receiver may, on a certificate by the
liquidator that the person claiming is entitled, make an order for the
payment to that person of the sum due.

(4) Any person dissatisfied with the decision of the
Official Receiver in respect of a claim made in pursuance
of this section may appeal to the court. [271

271. Where after the commencement of this Ordinance
a resolution is passed at an adjourned meeting of any
creditors or contributories of a company, the resolution shall,
for all purposes, be treated as having been passed on the
date on which it was in fact passed, and shall not be deemed
to have been passed on any earlier date. [272

Supplementary Powers of Court.

272. (1) The court may, as to all matters relating to the winding up of
a company, have regard to the wishes of the creditors or contributories
of the company, as proved to it by any sufficient evidence, and may, if
it thinks fit, for the purpose of ascertaining those wishes, direct
meetings of the creditors or contributories to be called, held, and
conducted





in such manner as the court directs, and may appoint a person to act
as chairman of any such meeting and to report the result thereof to the
court.

(2) In the case of creditors, regard shall be had to the value of each
creditor's debt.

(3) In the case of contributories, regard shall be had
to the number of votes conferred on each contributory by
this Ordinance or the articles. [273

273. In all proceedings under this Part, all courts,
judges, and persons judicially acting, andall officers, judicial
or ministerial, of any court, or employed in enforcing the
process of any court, shall take judicial notice of the
signature of any officer of the Supreme Court, and also of
the official seal or stamp of the several offices of the Supreme
Court, appended to or impressed on any document made,
issued, or signed under the provisions of this Part, or any
official copy thereof. [274

274. (1) Any affidavit required to be sworn under the provisions or
for the purposes of this Part may be sworn in the Colony, or elsewhere
within the dominions of His Majesty, before any court, judge, or
person lawfully authorized to take and receive affidavits or before any
of His Majesty's consuls or vice-consuls in any place outside His
Majesty's dominions.

(2) All courts, judges, justices, commissioners, and persons acting
judicially shall take judicial notice of the seal or stamp or signature, as
the case may be, of any such court, judge, person, consul, or vice-
consul attached, appended, or subscribed to any such affidavit, or to
any other document to be used for the purposes of this Part.

[276

Provisions as to Dissolution.

275. (1) Where a company has been dissolved, the court may at any
time within two years of the date of the dissolution, on an application
being made for the purpose by the liquidator of the company or by any
other person who appears to the court to be interested, make an order,
upon





such terms as the court thinks fit, declaring the dissolution to have
been void, and thereupon such proceedings may be taken as might
have been taken if the company had not been dissolved.

(2) It shall be the duty of ihe person on whose applica-
tion the order was made, within seven days after the making
of the order, or such further time as the court may allow,
to deliver to the Registrar for registration an office copy ot
the order, and if that person fails so to do he shall be liable
to a fine of fifty dollars for every day during which the
default continues. [276

276. (1) Where the Registrar has reasonable cause to believe that a
company is not carrying on business or in operation, he may send to
the company by post a letter inquiring whether the company is
carrying on business or in operation.

(2) If the Registrar does not within one month of sending the letter
receive any answer thereto, he shall within fourteen days after the
expiration of the month send to the company by post a registered letter
referring to the first letter, and stating that no answer thereto has been
received, and that if an answer is not received to the second letter
within one month from the date thereof, a notice will be published in
the Gazette with a view to striking the name of the company off the
register.

(3) If the Registrar either receives an answer to the effect that the
company is not carrying on business or in operation, or does not
within one month after sending the second letter receive any answer,
he may publish in the Gazette and send to the company by post, a
notice that at the expiration of three months from the date of that notice
the name of the company mentioned therein will, unless cause is
shown to the contrary, be struck off the register and the company will
be dissolved.

(4) If, in any case where a company is being wound up, the
Registrar has reasonable cause to believe either that no liquidator is
acting, or that the affairs of the company are fully wound up, and the
returns required to be made by the liquidator have not been made for a
period of six con-





secutive months, the Registrar shall publish in the Gazette and
send to the company or the liquidator, if any, a like notice as is
provided in the last preceding subsection.

(5) At the expiration of the time mentioned in the notice the
Registrar may, unless cause to thi, contrary is previously shown by
the company, strike its name off the register, aiid shall publish notice
thereof in the Gazette and on the publication in the Gazette of this
notice the company shall be dissolved : Provided that-

(a)the liability, if any, of every director, managing officer, and
member of the company shall continue and may be enforced
as if the company had not been dissolved; and

(b)nothing in this subsection shall affect the power of the
court to wind up a company the name of which has been
struck off the register.

(6) If a company or any member or creditor thereof feels aggrieved
by the company having been struck off the register, the court on an
application made by the company or member or creditor before the
expiration of twenty years from the publication in the Gazette of the
notice aforesaid may, if satisfied that the company was at the time of
the striking off carrying on business or in operation, or otherwise that
it is just that the company be restored to the register, order the name of
the company to be restored to the register, and upon an office copy of
the order being delivered to the Registrar for registration the company
shall be deemed to have continued in existence as if its name had not
been struck off; and the court may by the order give such directions
and make such provisions as seem just for placing the company and
all other persons in the same position as nearly as may be as if the
name of the company had not been struck off.

(7) A notice to be sent under this section to a liquidator may be
addressed to the liquidator at his last known place (if business, and a
letter or notice to be sent under this section to a company may be
addressed to the company at its registered office, or, if no office has
been registered, to the care of some director or officer of the company
or, if there is no director or officer of the company, whose name and
address are known to the Registrar, may be sent to each





of the persons who subscribed the memorandum, addressed to
him at the address mentioned in the memorandum.

(8) If because of the absence of an address of, a
liquidator or the absence of an address of any subscriber to
the memorandum, or for any other reason, the Regisfrar
considers that a notice to be sent under this section is unlikely
to come to the knowledge of the addressee, it shall be
sufficient compliance with the requirements of this section
if in lieu of the sending of such a notice the Registrar shall
cause to be inserted in the Gazette in each such case an
advertisement to the like effect as such notice. [277

277. Where a company is dissolved, all property and rights
whatsoever vested in or held on trust for the company
immediately before its dissolution (Including leasehold property
but not including property held by the company on trust for any
other person) shall, subject and without prejudice to any order
which may at any time be made by, the court under the two last
foregoing sections, be deemed to be bona vacantia and shall
accordingly belong to the Crown, and shall vest and may be
dealt with in the same manner as other bona vacantia accruing
to the Crown. [278

Central Accounts.

278. (1) An account, to be called the companies liquidation
account, shall be kept by the Official Receiver at such bank as
the Governor may from time to time direct, and all moneys
received by the Official Receiver in respect of proceedings
under this Ordinance in connexion with the winding up of
companies shall be paid to that account.

(2) All payments out of money standing to the credit of
the Official Receiver in the companies liquidation account
shall be made in the prescribed manner. [279

279. (1) Whenever the cash balance standing to the credit of
the companies liquidation account is in excess of the amount
which in the opinion of the Official Receiver is required for the
time being to answer demands in respect of companies' estates,
he shall notify the excess to the Accountant General, and shall
pay over the whole or any part of that excess, as the
Accountant General may require,





to the Accountant General, to such account as the Accountant General
may direct, and the Accountant General may invest the sums paid
over, or any part thereof, in Government securities, to be placed to the
credit of the said account.

(2) When any part of the money so invested is, in the opinion of
the Official Receiver, required to answer any demands in respect of
companies' estates, he shall notify to the Accountant General the
amount so required, and the Accountant General shall thereupon repay
to the Official Receiver such sum as may be required to the credit of the
companies liquidation account, and for that purpose may direct the
sale of such part of the said securities as may be necessary.

(3) The dividends on investments under this section shall be paid
into the companies liquidation account. [280

280. (1) An account shall be kept by the Official Receiver of the
receipts and payments in the winding up of each company, and, when
the cash balance standing to the credit of the account of any company
is in excess of the amount which, in the opinion of the committee of
inspection, is required for the time being to answer demands in respect
of that company's estate, the Official Receiver shall, on the request of
the committee, invest the amount not so required in Government
securities, to be placed to the credit of the said account for the benefit
of the company.

(2) When any part of the money so invested is, in the opinion of
he committee of inspection, required to answer any demands in respect
of the estate of the company, the Official Receiver shall, on the request
of the committee raise such sum as may be required by the sale of such
part of the said securities as may be necessary.

(3) The dividends on investments under this section
shall be paid to the credit of the company. [281

Rules and Fees.

281. (1) The Chief justice may, with the concurrence of the
Legislative Council make general rules for carrying into effect the
objects of this Ordinance so far as relates to the winding up of
companies, and also rules for the purposes of this Ordinance generally,
including rules as to costs.





(2) All rules made under this section shall be judicially noticed,
and shall have effect as if enacted by this Ordinance.

(3) There shall be paid in respect of proceedings under this
Ordinance, where no fee is otherwise fixed, such fees as the Chief
Justice may, vith the sanction of the Legislative Council direct, and lie
may direct by whom and in what manner the same are to be collected
and accounted for. [282

PART VI.

RECEIVERS AND MANAGERS.

282. (1) A body corporate shall not be qualified for appointment as
receiver of the property of a company.

(2) Any body corporate which acts as receiver as aforesaid shall
be liable to a fine of two thousand dollars. [283

283. Where an application is made to the court to appoint a
receiver on belhalf of the debenture holders or other creditors of a
company which is being wound up by the court, the Official Receiver
may be so appointed. [284

284. (1) Where a receiver or manager of the property, of a company
has been appointed, every invoice, order for goods or business letter
issued by or on behalf of the company or the receiver or manager or
the liquidator of the company, being a document on or in which the
name of the company appears, shall contain a statement that a receiver
or manager has been appointed.

(2) If default is made in complying with the require-
ments of this section, the company and everv director,
manager, secretary or other officer of the company, and
every liquidator of the company, and every receiver or
manager who knowingly and wilfully authorizes or permilts
the default, shall be liable to a fine of five hundred
dollars. [285

285. The court may, on an application made to the court by the
liquidator of a company, by order fix the amount to be paid by way of
remuneration to any person who, under the powers contained in any
instrument, has been appointed as receiver or manager of the property
of the company,





and may from time to time, on an application made either
by the liquidator or by the receiver or manager, vary or
amend any order so made.
[286

288. (1) Every receiver or manager of the property of a
company who has been appointed under the powers contained in
any instrument shall, within one month, or, such longer period as
the Registrar may allow, after the expiration of the period of six
months from the date of his appointment and of every
subsequent period of six months and within one month after he
ceases to act as receiver or manager, deliver to the Registrar for
registration an abstract in the prescribed form showing his
receipts and his payments during that period of six months, or,
where he ceases to act as aforesaid, during the period from the
end of the period to which ihe last preceding abstract related up
yo the date of his so ceasing, and the aggregate amount of his
receipts and of his payments during all preceding periods since
his appointment.

(2) Any receiver or manager who makes default in
complying with the provisions of this section shall be liable
to a fine of fifty dollars for every day during which the
default continues. [287

287. If-

(a)any receiver of the property of a company, who has
made default in filing, delivering or making any return,
account or other document or in giving any notice,
which a receiver is by law required to file, deliver,
make or give, fails to make good the default within
fourteen days after the service on him of a notice
requiring him to do so; or

(b)any receiver or manager of the property of a company
who has been appointed under the powers contained in
any instrument, has, after being required at any time
by the liquidator of the company so to do, failed to
render proper accounts of his receipts and payments
and to pay over to the liquidator the amount properly
payable to him;

the court may, on an application made for the purpose, make an
order directing the receiver or manager, as the case may be, to
make good the default within such time as may be specified in
the order.





(2) In the case of any such default as is mentioned in paragraph
(a) of the last preceding subsection an application for the purposes of
this section may be made by any member or creditor of the company or
by the Registrar and the order may provide that all costs of and
incidental to the application shall be borne by the receiver, and in the
case of any such default as is mentioned in paragraph (b) of, that
subsection the application shall be made by the liquidator.

(3) Nothing in this section shall be taken to prejudice
the operation of any enactments imposing penalties on re-
ceivers in respect of such default as is mentioned in
paragraph (a) of subsection (1). [288

PART VII.

GENERAL PROVISIONS AS TO REGISTRATION.

288. (1) For the purposes of the registration of coinpanics tinder
this Ordinance, there shall be an office or Gffices at such place or
places as the Governor directs.

(2) The Governor may appoint such registrars, deputy and
assistant registrars, clerks, and servants as he may think necessary for
the purposes of this Ordinance, and may make regulations with respect
to their duties, and may remove any persons so appointed.

(3) The salaries of the persons appointed tinder this section shall
be fixed by the Governor and shall he paid out of the revenues of the
Colony.

(4) The Governor may direct a seal or seals to be prepared for the
authentication of documents required for or connected with the
registration of companies.

(5) Whenever any act is by this Ordinance directed to be done to
or by the Registrar of Companies, it shall, until the Governor otherwise
directs, be done to or by the existing Registrar of Companies or in his
absence to or by such

person as the Governor may for the time being authorize: Provided that,
in the event of the Governor altering the constitution of the existing
registry office, any such act shall be done to or by such officer as the
Governor may

appoint. [289





289. (1) There shall be paid to the Registrar in respect of the several
matters mentioned in the table set out in the Ninth Schedule the
several fees therein specified.

(2) All fees paid to the Registrar in pursuance of this
Ordinance shall be paid into the Treasury. [290

290. (1) Any person may inspect the documents kept by the
Registrar on payment of such fees as may be appointed by the
Governor 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 document or any part of any other
document, to be certified by the Registrar, on payment for the
certificate, certified copy or extract, of such fees as the Governor may
appoint, not exceeding five dollars for a certificate of incorporation and
not exceeding fifty cents for each folio of a certified copy or extract.

(2) No process for compelling the production of any document
kept by the Registrar shall issue from any court except with the leave
of that court, and any such process if issued shall bear thereon a
statement that it is issued with the leave of the court.

(3) A copy of or extract from any document kept and
registered at the office for the registration of companies,
certified to be a true copy under the hand of the Registrar
(whose official position it shall not be necessary to prove),
shall in all legal proceedings be admissible in evidence as
of equal validity with the original document. [291

291. (1) If a company, having made default in complying with any
provision of this Ordinance which requires it to file with, deliver or
send to the Registrar any return, account or other document, or to give
notice to him of any matter, fails to make good the default within
fourteen days after the service of a notice on the company requiring it
to do so, the court may, on an application made to the court by any
member or creditor of the company or by the Registrar make an order
directing the company and any officer thereof to make good the default
within such time as may be specified in the order.





(2) Any such order may provide that all costs of and incidental to
the application shall be borne by the company or by any officers of the
company responsible for the default.

(3) Nothing in this section shall be taken to prejudice
the operation of any enactment imposing penalties on a
company or its officers in respect of any such default as
aforesaid. [292

PART VIII.

APPLICATION OF ORDINANCE TO COMPANIES FORMED OR
REGISTERED UNDER FORMER ORDINANCES.

292. In the application of this Ordinance to existing companies, it
shall apply in the same manner-

(a)in the case of a limited company, other than a company limited
by guarantee, as if the company had been formed and
registered under this Ordinance as a company limited by
shares;

(b)in the case cLf a company limited by guarantee, as if the
company had been formed and registered under this
Ordinance as a company limited by guarantee; and

(e)in the case of a company other than a limited company, as if
the company had been formed and registered under this
Ordinance as an unlimited company :

Provided that reference, express or implied, to the date
of registration shall be construed as a reference to the date
at which the company was registered under the Companies
Ordinance, 1865, or the Companies Ordinance, 1911, as the
case may be. [293

293. This Ordinance shall apply to every company
registered but not formed under the Companies Ordinance,
1865, or the Companies Ordinance, 1911, in the same manner
as it is in Part IX of this Ordinance declared to apply to
companies registered but not formed under this Ordinance:
Provided that reference, express or implied, to the date of
registration shall be construed as a reference to the date at
which the company was registered under the Companies
Ordinance, 1865, or the Companies Ordinance, 1911, as the

case may be. [294





294. This Ordinance shall apply to every unlimited com-
pany registered as a limited company in pursuance of sec
tion 58 of the Conipanies Ordinance, 1911, in the same
manner as it applies to an unlimited company registered in
pursuance of this Ordinance as a limited company : Provided
that reference, express or implied, to the date of registratior
shall be construed as a reference to the date at which the
company was registered as a limited company under the said
section of the Companies Ordinance, 1911. [29

PART IX.

COMPANIES NOT FORMED UNDER THIS ORDINANCE
AUTHORIAiD
TO REGISTER UNDER THIS ORDINANCE.

295. (1) With the exceptions and subject to the provisions contained
in this section, any company formed whether before or after the
commencement of this Ordinance, in pursuance of any Ordinance other
than this Ordinance, or, of letters patent, or being otherwise duly
constituted according to law, and consisting of seven or more
members, may, it any time register under this Ordinance as an unlimited
company, or as a company limited by shares, or as a comapny limited
by guarantee; and the registration shall not be invalid by reason that it
has taken place with a view to the


company being wound up : Provided that-

(a)a company registered under the Companies Ordinance, 1865,
or the Companies Ordinance, 1911 , shall not register in
pursuance of this section;

(b)a company having the liability of its members limited by
Ordinance, Act of Parliament or letters patent, and not being a
joint stock company as hereinafter defined, shall not register
in pursuance of this section;

(c)a company having the liability of its members limited by
Ordinance, Act of Parliament or letters patent shall not
register in pursuance of this section as an unlimited company
or as a company limited by guarantee;

(d)a company that is not a joint stock company as hereinafter
defined shall not register in pursuance of this section as a
company limited by shares;





(e)a company, shall not register in pursuance of this section
without the assent of a majority of such of its members as are
present in person or by proxy (in cases where proxies are
allowed by the regulations of the company) at a general
meeting sumnioned for the purpose;

(f) where a company not having the liability of its members
limited by Ordinance, Act of Parliament or letters patent is
about to register as a limited company, the majority required
to assent as aforesaid shall consist of not less than three-
fourths of the members present in person or by proxy it the
meeting;

(g)where a company is about to register as a company limited by
guarantee, the assent to its being so registered shall be
accompanied by a resolution declaring that each member
undertakes to contribute to the assets of the company, in the
event of its being wound up while he is a member, or within
one year after he ceases to be a member, for payment of the
debts and liabilities of the company contracted before he
ceased to be a member, and of the costs and expenses of
winding up, aiid for the adjustment of the rights of the
contributories among themselves, such amount as may be
required, not exceeding a specified amount.

(2) In computing any majority under this section when
a poll is demanded regard share had to the number of
votes to which each member is entitled according to the
regulations of the company. [296

296. For the purposes of this Part, as far as relates to registration of
companies as companies limited by shares, a Joint stock company
means a company having a permanent paid-up or nominal share capital
of fixed amount divided into shares, also of fixed amount, or held
and transferable as stock, or divided and held partly in one way and
partly in the other, and formed on the principle of having for its
members the holders of those shares or that stock, and no other
persons, and such a company when registered with limited liability
under this Ordinance shall be deemed to be

a company limited by shares. [297





297. Before the registration in pursuance of this Part of a joint stock
company, there shall be delivered to the Registrar the following
documents

(a)a list showing the names, addresses, and occupations of all
persons who on a day named in the list, not being more than
six clear days before the day ot registration, were members of
the company, with the addition of the shares or stock held by
them respectively, distinguishing, in cases where the shares
are numbered, each share by its number;

(b)a copy of any Ordinance, Act of Parliament, royal charter,
letters patent, deed of settlement, contract of copartnery, cost
book regulations, or other instrument constituting or
regulating the company; and

(c)if the company is intended to be registered as a limited
company, a statement specifying the following particulars

(i) the nominal share capital of the company and the
number of shares into which it is divided, or the amount of
stock of which it consists;

(ii) the number of shares taken and the amount paid on
each share;

(iii) the name of the company, with the addition of the
word limited as the last word thereof; and

(iv) in the case of a company intended to be registered
as a company limited by guarantee, the resolution declaring
the amount of the guarantee.

[298

298. Before the registration in pursuance of this Part of any
company not being a joint stock company, there shall be delivered to
the Registrar

(a)a list showing the names, addresses, and occupations of the
directors or other managers (if any) of the company; and

(b)a copy of any Ordinance, Act of Parliament, letters patent,
deed of settlement, contract of copartnery, cost book
regulations, or other instrument constituting or regulating the
company; and

(c)in the case of a company intended to be registered as a
company limited by guarantee, a copy of the resolution
declaring the amount of the guarantee.

[299





299. The lists of members and directors and any other
particulars relating to the company required to be delivered
to the Registrar shall be verified by a statutory declaration
of any two or more directors or other principal officers of the
company. [309

300. The Registrar may require such evidence as he thinks
necessary for the purpose of satisfying himself whether any company
proposing to be registered is or is not a joint stock company as
hereinbefore defined. [391

301. No fees shall be charged in respect of the registra-
tion in pursuance of this Part of a company if it is not
registered as a limited company, or if before its registration
as a limited company the liability of the shareholders was
limited by some other Ordinance or Act of Parliament or
by letters patent. [302

302. When a company registers in pursuance of this
Part of this Ordinance with limited liability, the word
'limited' shall form, and be registered as, part of its narne
and any Chinese equivalent of its name which the company
may use shall contain the Chinese characters
[303

303. On compliance with the requirements of this Part
with respect to registration, and on payment of such fees, if
any, as are payable under the Ninth Schedule the Registrar
shall certify under his hand that the company applying for
registration is incorporated as a company under this
Ordinance, and in the case of a limited company that it is
limited, and thereupon the company shall be so incor-
porated. [304

304. All property, real and personal (including things in
action), belonging to or vested in a company at the date of
its registration in pursuance of this Part shall on registration
pass to and vest in the company as incorporated under this
Ordinance for all the estate and interest of the company
therein. [305

305. Registration of a company in pursuance of this Part shall not
affect the rights or liabilities of the company





in respect of any debt or obligation incurred, or any contract
entered into, by, to, with, or an behalf of, the company
before registration. [306

306. All actions and other legal proceedings which at the time of
the registration of a company in pursuance of this Part are pending by
or against the company, or the public officer or any member thereof,
may be continued in the same manner as if the registration had not
taken place : Provided that execution shall not issue, against the
effects of any individual member of the company on any judgment,
decree, or order obtained in any such action or proceeding, but, in the
event of the property and effects of the company being insufficient to
satisfy the judgment, decree, or order, an order maybe obtained for
winding up the company. [307

307. (1) When a company is registered in pursuance of this Part the
following provisions of this section shall have effect.

(2) All provisions contained in any Ordinance, Act or other
instrument constituting or regulating the company, including, in the
case of a company registered as a company limited by guarantee the
resolution declaring the amount of the guarantee, shall be deemed to
be conditions and regulations of the company, in the sarve manner and
with the same incidents as if so much thereof as would, if the company
had been formed under this Ordinance, have been required to be
inserted in the memorandum, were contained in a registered
memorandurn, and the residue thereof were contained in registered
articles.

(3) All the provisions of this Ordinance shall apply to the
company, and the members, contributories, and creditors thereof, in
the same manner in all respects as if it had been formed under this
Ordinance, subject is follows-

(a)Table A shall not apply unless adopted by special resolution
;

(b)the provisions of this Ordinance relating to the numbering of
shares shall not apply to any joint stock company whose
shares are not numbered;

(c)subject to the provisions of this section the company shall
not have power to alter any provision contained in any
Ordinance or Act of Parliament relating to the company;





(d)subject to the provisions of this section the company shall
not have power, without the sanction of the Governor, to
alter any provision contained in any letters patent relating to
the company ;

(e)the company shall not have power to alter any provision
contained in a royal charter or letters patent with respect to
the objects of the company;

in the event of the company being wound up, every
person shall be a contributory, in respect of the
debts and liabilities of the company contracted before
registration, who is liable to pay or contribute to the
payment of any debt or liability of the company
contracted before registration, or to pay or contribute
to the payment of any sum for the adjustment of
the rights of the members among themselves in
respect of any such debt or liability, or to pay or
contribute to the payment of the costs and expenses
of winding up the company so far as relates to
such debts or liabilities as aforesaid;

(g)in the event of the company being wound up, every
contributory shall be liable to contribute to the assets of the
company, in the course of the winding up, all sums due from
him in respect of any such liability as aforesaid, and, in the
event of the death, bankruptcy, or insolvency, of any
contributory, or marriage of any female contributory, the
provisions of this Ordinance with respect to the personal
representatives, to the trustees of bankrupt or insolvent
contributories, and to the liabilities of husbands and wives
respectively, shall apply.

(4) The provisions of his Ordinance with respect to-

(a) the registration of an unlimited company as limited;

(b)the powers of an unlimited company on registration as a
limited company, to increase the nominal amount of its share
capital and to provide that a portion of its share capital shall
not be capable of being called up except in the event of
winding up;

(c)the power of a limited company to determine that a portion of
its share capital shall not be capable of being called up
except in the event of winding up)





shall apply notwithstanding any provisions contained in any
Ordinance, Act of Parliament, royal charter, or other instru-
constituting or regulating the company.

(5) Nothing in this section shall authorize the company to alter
any such provisions contained in any instrument constituting or
regulating the company, as would, if the company had originally been
formed under this Ordinance, have been required to be contained in
the memorandum and are not authorized to be altered by this
Ordinance.

(6) Nothing in this Ordinance shall derogate from any power of
altering its constitution or regulations which may, by virtue of any
Ordinance, Act of Parliament or other instrument constituting or
regulating the company, be vested in the company.

(7) In this section the expression 'instrument' includes
deed of settlement, contract of copartnery, cost book
regulations and letters patent. [308

308. (1) Subject to the provisions of this section, a company
registered in pursuance of this Part may by special resolution alter the
form of its constitution by substituting a memorandum and articles for
a deed of settlement.

(2) The provisions of this Ordinance with respect to confirmation
by the court and registration of an alteration of the objects of a
company shall so far as applicable apply to an alteration under this
section with the following modifications-

(a)there shall be substituted for the printed copy of the altered
memorandum required to be delivered to the Registrar a
printed copy of the substituted memorandum and articles;
and

(b)on the registration of the alteration being certified by the
Registrar the substituted memorandum and articles shall
apply to the company in the same manner as if it were a
company registered under this Ordinance with that
memorandum and those articles, and the company's deed of
settlement shall cease to apply to the company.

(3) An alteration under this section may be made either with or
without any alteration of the objects of the company under this
Ordinance.





(4) In this section the expression 'deed of settlement'
includes any contract of copartnery or other instrument
constituting or regulating the company, not being an
Ordinance, Act of Parliament, a royal charter, or letters
patent. [309

309. The provisions of this Ordinance with respect to
staying and restraining actions and proceedings against
a company at any time after the presentation of a petition
for winding up and before the making of a winding-up
order shall, in the case of a company registered in pur-
suance of this Part where the application to stay or restrain
is by a creditor, extend to actions and proceedings against
any contributory of the company. [310

310. Where an order has been made for winding up
a company registered in pursuance of this Part no action
or proceeding shall be commenced or proceeded with
against the company or any contributory of the company
in respect of any debt of the company, except by leave of
the court, and subject to such terms as the court may
impose. [311

PART X.

WINDING UP OF UNREGISTERED COMPANIES.

311. For the purposes of this Part the expression
unregistered company shall include any partnership, whether
limited or not, any association and any company with the
following exceptions-

(a)a company registered tinder the Companies Ordinance,
1865, or tinder the Companies Ordinance, 1911, or under
this Ordinance;

(b)a partnership, association or company which consists
of less than eight members and is not a foreign
partnership, association or company;

(c) a partnership registered in the Colony under the
Chinese Partnerships Ordinance, or under the
Limited Partnerships Ordinance. [312

312. (1) Subject to the provisions of this Part any unregistered
company may be wound up under this Ordinance, and all the
provisions of this Ordinance with





respect to winding up shall apply to an unregistered company, with the
following exceptions and additions-

(a)no unregistered company shall be wound up under this
Ordinance voluntarily or subject to supervision;

(b)the circumstances in which an unregistered company may be
wound up are as follows-

(i) if the company is dissolved, or has ceased to carry on
business, or is carrying on business only for the purpose of
winding tip its affairs;

(ii) if the company is unable to pay its debts;

(iii) if the court is of opinion that it is just and

equitable that the company should be wound up;
(c) an unregistered company shall, for the purposes
of this Ordinance, be deemed to be unable to pay
its debts-

(i) if a creditor by assignment or otherwise, to whom the
company is indebted in a sum exceeding five hundred dollars
then due, has served on the company, by leaving at its
principal place of business, or by delivering to the secretary
or some director, manager, or principal officer of the
company, or by otherwise serving in such manner as the
court may approve or direct, a demand under his hand
requiring the company to pay the sum so due, and the com-
pany has for three weeks after the service of the demand
neglected to pay the sum, or to secure or compound for it to
the satisfaction of the creditor;

(ii) if any action or other proceeding has been instituted
against any member for any debt or demand due, or claimed
to be due, from the company, or from him in his character of
member, and notice in writing of the institution of the action
or proceeding having been served on the company by
leaving the same at its principal place of business, or by
delivering it to the secretary, or some director, manager, or
principal officer of the company, or by otherwise serving the
same in such manner as the court may approve or direct, the
company has not within ten days after service of the notice
paid, secured, or compounded for the debt or demand, or
procured the action or pro-





ceeding to be stayed, or indemnified the defendant to his
reasonable satisfaction against the action or proceeding, and
against all costs, damages, and expenses to be incurred by
him by reason of the same;

(iii) if execution or other process issued on a judgment,
decree, or order obtained in any court in favour of a creditor,
against the company, or any member thereof as such, or any
person authorized to be sued as nominal defendant on behalf
of the company, is returned unsatisfied;

(iv) if it is otherwise proved to the satisfaction of the court
that the company is unable to pay its debts.

(2) Where a company incorporated outside the Colony which has
been carrying on business in the Colony cc ases to carry on business
in the Colony, it may be wound up as an unregistered company

under this Part notwithstanding
that it has been dissolved or otherwise ceased to exist as a company
under or by virtue of the laws of the country under which it was
incorporated.

(3) Nothing in this Part shall affect the operation of
any enactment which provides for any partnership, associa-
tion, or company, being wound up, or being wound up
as a company or as an unregistered company, under and
enactment repealed by this Ordinance, except that refer-
ences in any such first-mentioned enactment to any such
repealed enactment shall be read as references to the cor-
responding provision (if any) of this Ordinance. [313

313. (1) In the event of an unregistered company being wound up,
every person shall be deemed to be a contributory who is liable to pay
or contribute to the payment of any debt or liability of the company, or
to pay or contribute to the payment of any sum for the adjustment of
the rights of the members among themselves, or to pay or contribute to
the payment of the costs and expenses of winding up the company,
and every contributory shall be liable to contribute to the assets of the
company all sums due from him in respect of any such liability as
aforesaid.

(2) In the event of the death, bankruptcy, or insolvency of any
contributory, or marriage of any female con-





tributory, the provisions of this Ordinance with respect
to the personal representatives, to the trustees of bankrupt
or insolvent contributories, and to the liabilities of bus-
bands and wives respectively, shall apply. [314

314. The provisions of this Ordinance with respect to
staying aiid restraining actions and proceedings against a
company at any time after the presentation of a petition
for winding up and before the making of a winding-up
order shall, in the case of an unregistered company, where
the application to stay or restrain is by a creditor, extend
to actions and proceedings against any contributory of the
company, [315

315. Where an order has been made for winding up



an unregistered company, no action or proceeding shall be proceeded with
or commenced against any contributory of the company in respect of
any debt of the company,

except by leave of the court, and subject to such terms
as the court may impose. [316

316. The provisions of this Part with respect to un-
registered companies shall be in addition to and not in
restriction of any provisions hereinbefore in this Ordinance
contained with respect to winding up companies by the
court, and the court or liquidator may exercise any powers
or do any act in the case of unregistered companies which
might be exercised or done by it or him in winding up
companies formed and registered under this Ordinance:
Provided that an unregistered company shall not, except
in the event of its being wound up, be deemed to be a
company under this Ordinance, and then only to the extent
provided by this Part. [317

PART XI.

COMPANIES INCORPORATED OUTSIDE THE COLONY
CARRYING ON BUSINESS WITHIN THE COLONY.

317. This Part shall apply to all companies incorporated outside the
Colony which, after the commencement of this Ordinance, establish a
place of business within the Colony, and to all companies incorporated
outside the Colony which have, before the commencement of this
Ordinance, established a place, of business within the Colony and
continue to have





an established place of business within the Colony at the
commencement of this Ordinance.
[318

318. Companies incorporated outside the Colony which, after
the commencement of this Ordinance, establish a place of
business within the Colony, shall, within one month from the
establishment of the place of business, deliver to the Registrar
for registration-

(a)a certified copy of the charter, statutes or
memorandum and articles of the company, or other
instrument constituting or defining the constitution of
the company, and, if the instrument is not written in the
English language, a certified translation thereof;

(b)a list of the directors of the company containing such
particulars with respect to the directors as are by this
Ordinance required to be contained with respect to
directors in the register of the directors of a company;

(c) the names and addresses of some one or more
persons resident in the Colony authorized to accept
on behalf of the company service of process and
and any notices required to be served on the com-
pany [319

319. A company incorporated outside the Colony which shall
have filed with the Registrar the documents specified in section
318, shall have the same power to acquire hold, and dispose of
immovable property in the Colony as if it were a company
incorporated under this Ordinance. [320

320. If in the case of any company to which this Part applies
any alteration is made in-

(a)the charter, statutes, or memorandum and articles of the
company or any such instrument as aforesaid; or

(b)the directors of the company or the particulars
contained in the list of the directors; or

(c)the names or addresses of the persons authorized to
accept service on behalf of the company;

the company shall, within the prescribed time, deliver to the
Registrar for registration a return containing the pres-

cribed particulars of the alteration. [321





321. (1) Every company to which this Part applies shall in
every calendar year make out a balance sheet in such form, and
containing such particulars and including such documents, as
under the provisions of this Ordinance it would, if it had been a
company within the meaning of this Ordinance, have been
required to make out and lay before the company in general
meeting, and deliver a copy of that balance sheet to the
Registrar for registration.

(2) If any such balance sheet is not written in the
English language, there shall be annexed to it a certified
translation thereof. [322

322. Every company to which this Part applies shall-

(a)in every prospectus inviting subscriptions for its shares
or debentures in the Colony state the country in which
the company is incorporated; and.

(b) conspicuously exhibit on every place where it
carries on business in the Colony the name of the
company and the country in which the company
is incorporated; and

(c)cause the name of the company and of the country in
which the company is incorporated to be stated in
legible characters in all bill-heads and letter paper, and
in all notices, advertisements, and other official
publications of the company; and

(d)if the liability of the members of the company is limited,
cause notice of that fact to be stated in legible
characters in every such prospectus as aforesaid and in
all bill-heads, letter paper, notices, advertisements and
other official publications of the company in the Colony
and to be affixed on every place where it carries on its
business. [323

323. Any process or notice required to be served on a
company to which this Part applies shall be sufficiently served
if addressed to any person whose name has been delivered to
the Registrar under this Part and left at or sent by post to the
address which has been so delivered:

Provided that-

(a)where any such company makes default in delivering to
the Registrar the name and address of a person
resident in the Colony who is authorized





to accept on behalf of the company service of process
or notices; or

(b)if at any time all the persons whose names and
addresses have been so delivered are dead or have
ceased so to reside, or refuse to accept service on
behalf of the company, or for try reason cannot be
served,

a document may be served on the company by leaving it
at or sending it by post to any place of business estab-
lished by the company in the Colony. [324

324. (1) Any document, which any company to which

this Part applies is required to deliver to the Registrar
shall be delivered to the Registrar at the registration office.

(2) If any company, to which this Part applies ceases

to have a place of business in the Colony, it shall forth-
with give notice of the fact to the Registrar and as from
the date on which notice is so given the obligation of the
company to deliver any, document to the Registrar shall
cease. [325

325. If any company to which this Part applies fails

to comply with any of the foregoing provisions of this
Part the company, and every officer or agent of the com-
pany, shall be liable to a fine of two thousand dollars,
or, in the case of a continuing offence, fifty dollars for
every day during which the default continues. [326

326. For the purposes of this Part

'certified' means certified in the prescribed manner to be a true
copy or a correct translation;

'director' in relation to a company includes any person in
accordance with whose directions or instructions the
directors of the company are accustomed to act ;

'place of business' includes a share transfer or share
registration office ;

'prospectus' has the same meaning as when used in relation to
a company incorporated under this Ordin-

ance. [327





PART XII.

RESTRICTIONS ON SALE OF SHARES AND
OFFERS OF SHARES FOR SALE.

327. (1) It shall not be lawful for any person-

(a)to issue, circulate or distribute in the Colony any prospectus
offering for subscription shares in or debentures of a
company incorporated or to be incorporated outside the
Colony, whether the company has or has not established, or
when formed will or will not establish, a place of business in
the Colony, unless-

(i) before the issue, circulation or distribution of the
prospectus in the Colony a copy thereof, certified by the
chairman and two other directors of the company as having
been approved by resolution of the managing body, has
been delivered foiregistration to the Registrar;

(ii) the prospectus states on the face of it that the copy
has been so delivered;

(iii) the prospectus is dated;

(iv) the prospectus otherwise complies with this Part; or

(b)to issue to any person in the Colony a form of application for
shares in or debentures of such a company or intended
company as aforesaid, unless the form is issued with a
prospectus which complies with this Part : Provided that this
provision shall not apply if it is shown that the form of
application was issued in connexion with a bona fide
invitation to a person to enter into an underwriting
agreement with respect to the shares or debentures.

(2) This section shall not apply to the issue to existing members
or debenture holders of a company of a prospectus or form of
application relating to shares in or debentures of the company, whether
an applicant for shares or debentures will or will not have the right to
renounce in favour of other persons, but, subject as aforesaid, this
section shall apply to a prospectus or form of application whether
issued on or with reference to the formation of a company or
subsequently.





(3) Where any document by which any shares in or
debentures of a company incorporated outside the Colony are
offered for sale to the public would, if the company concerned
had been a company within the meaning of this Ordinance, have
been deemed by virtue of section 41 to be a prospectus issued by
the company, that document shall be deemed to be, for the
purposes of this section, a prospectus issued by the company.

(4) An offer of shares or debentures for subscription or sale
to any person whose ordinary business or part of whose
ordinary business it is to buy or sell shares or debentures,
whether as principal or agent shall not be deemed an offer to the
public for the purposes of this section.

(5) Section 40 shall extend to every prospectus to which this
section applies.

(6) Any person who is knowingly responsible for the issue,
circulation or distribution of any prospectus, or for the issue of a
form of application for shares or debentures, in contravention of
the provisions of this section shall be liable to a fine of five
thousand dollars.

(7) In this and the next following section the expres-
sions 'prospectus, shares and debentures' have the same
meanings as when used in relation to a company incor-
porated under this Ordinance. [328

328. (1) In order to comply with this Part of this Ordinance
a prospectus in addition to complying with the provisions of sub-
paragrapbs (ii) and (iii) of paragraph (a) of subsection (i) of the
last foregoing section must-

(a)contain particulars with respect to the following matters

(i) the objects of the company;

(ii) the instrument constituting or defining the
constitution of the company;

(iii) the enactments, or provisions having the force of
an enactment, by or under which the incorporation of
the company was effected;

(iv) an address in the Colony where the said
instrument, enactments or provisions, or copies thereof,
and if the same are in a foreign language





a translation thereof certified in the prescribed manner, can
be inspected;

(v) the date on which and the country in which the
company was incorporated;

(vi) whether the company has established a place of
business in the Colony, and, if so, the address of its
principal office in the Colony :

Provided that the provisions of sub-paragraphs (i), (ii), (iii) and (iv)
shall not apply in the case of a prospectus issued more than two years
after the date at which the company is entitled to commence business.

(b)subject to the provisions of this section, state the matters
specified in Part I of the Fourth Schedule (other than those
specified in paragraph I of the said Part I) and set out the
reports specified in Part II of that Schedule subject always
to the provisions contained in Part III of the said Schedule

Provided that-

(a)where any prospectus is published as a newspaper
advertisement, it shall be a sufficient compliance with the
requirement that the prospectus must specify the objects of
the company if the advertisement specifies the primary object
with which the company was formed; and

(b)in paragraph 3 of Part I of the said Fourth. Schedule a
reference to the constitution of the company shall be
substituted for the reference to the articles; and

(c)paragraph I of Part III of that. Schedule shall have effect as
if the reference to the memorandum were omitted therefrom.

(2) Any condition requiring or binding any applicant for shares or
debentures to waive compliance with any requirement of this section,
or purporting to affect him with notice of any contract, document, or
matter not specifically referred to in the prospectus, shall be void.

(3) In the event of non-compliance with or contravention of any
of the requirements of this section, a director or other person
responsible for the prospectus shall not incur any liability by reason of
the non-compliance or contravention, if-





(a)as regards any matter not disclosed, he proves that he was
not cognizant thereof; or

(b)he proves that the non-compliance or contravention arose
from an honest mistake of fact on his part; or

(c)the non-compliance or contravention was in respect of
matters which, in the opinion of the court dealing with the
case, were immaterial or were otherwise such as ought, in the
opinion of that court, having regard to all the circumstances
of the case, reasonably to be excused :

Provided that, in the event of failure to include in a prospectus a
statement with respect to the matters contained in paragraph 15 of Part I
of the Fourth Schedule, no director or other person shall incur any
liability in respect of the failure unless it be proved that he bad
knowledge of the matters not disclosed.

(4) Nothing in this section shall limit or diminish any liability
which any person may incur under the general law or this Ordinance
apart from this section. [329

329. (1) It shall not be lawful for any person to go from house to
house offering shares for subscription or purchase to the public or any
member of the public. In this subsection the expression 'house' shall
not include an office used for business purposes.

(2) Subject as hereinafter provided in this subsection, it shall not
be lawful to make an offer in writing to any member of the public (not
being a person whose ordinary business or part of whose ordinary
business it is to buy or sell shares, whether as principal or agent) of
any shares for purchase, unless the offer is accompanied by a
statement in writing (which must be signed by the person making the
offer and dated) containing such particulars as are required by this
section to be included therein and otherwise complying with the
requirements of this section, or, in the case of shares in a company
incorporated outside the Colony, either by such a statement as
aforesaid, or by such a prospectus as complies with this Part : Provided
that the provisions of this subsection shall not apply





(a)where the shares to which the offer relates are shares which
are quoted on, or in respect of which permission to deal has
been granted by, any recognized stock exchange in the
Colony and the offer so states and specifies the stock
exchange; or

(b)where the shares to which the offer relates are shares which
a company has allotted or agreed to allot with a view to their
being offered for sale to the public ; or

(c)where the offer was made only to persons with whom the
person making the offer has been in the habit of doing
regular business in the purchase or sale of shares.

(3) The written statement aforesaid shall not contain any matter
other than the particulars required by this section to be included
therein, and shall not be in characters less large or less legible than
any characters used in the offer or in any document sent therewith.

(4) The said statement shall contain particulars with respect to
the following matters-

(a) whether the person making the offer is acting as principal or
agent, and if as agent the name of his principal and an
address in the Colony where that principal can be served
with process;

(b)the date on which and the country in which the company
was incorporated and the address of its registered or
principal office in the Colony;

(c)the authorized share capital of the company and the amount
thereof which has been issued, the classes into which it is
divided and the rights of each class of shareholders in
respect of capital, dividends and voting;

(d)the dividends, if any, paid by the company on each class of
shares during each of the three financial years immediately
preceding the offer, and if no dividend has been paid in
respect of shares of any particular class during any of those
years, a statement to that effect;

(e)the total amount of any debentures issued by the company
and outstanding at the date of the state





ment, together with the rate of interest payable thereon ;

(f) the names and addresses of the directors of the company;

(g)whether or not the shares offered are fully paid up, and, if
not, to what extent they are paid up;

(h)whether or not the shares are quoted on, or permission to
deal therein has been granted by, any recognized stock
exchange in the Colony or elsewhere, and, if so, which, and,
if not, a statement that they are not so quoted or that no
such permission has been granted;

(i) where the offer relates to units, particulars of the names and
addresses of the persons in whom the shares represented by
the units are vested, the date of and the parties to any
document defining the terms on which those shares are
held, and an address in the Colony where that document or a
copy thereof can be inspected.

In this subsection the expression 'company' means the company
by which the shares to which the statement relates were or are to be
issued.

(5) If any person acts, or incites, or causes or procures any person
to act, in contravention of this section, he shall be liable to a fine of
two thousand dollars and imprisonment for six months, and in the case
of a second or subsequent offence to a fine of five thousand dollars
and imprisonment for twelve months.

(6) Where a person convicted of an offence under this section is a
company (whether a company within the meaning of this Ordinance or
not), every director and every officer concerned in the management of
the company shall be guilty of the like offence unless he proves that
the act constituting the offence took place without his knowledge or
consent.

(7) In this section, unless the context otherwise requires, the
expression 'shares' means the shares of a company, whether a
company within the meaning of this Ordinance or not, and includes
debentures and units, and the expression unit means any, right or
interest (by whatever name called) in a share, and for the purposes of
this section a person shall not in relation to a company be regarded as
not being a





member of the public by reason only that he is a holder of shares in the
company or a purchaser of goods from the company.

(8) Where any person is convicted of having made an
offer in contravention of the provisions of this section, the
court before which he is convicted may order that any con-
tract made as a result of the offer shall be void, and, where
it makes any such order, may give such consequential
directions as it thinks proper for the repayment of any
money or the retransfer of any shares. Where the court
makes an order under this subsection (whether with or with-
out consequential directions) an appeal against the order
and the consequential directions, if any, shall lie to the Full
Court. [330

PART XIII.

MISCELLANEOUS.

Prohibillon ol Partnerships with more than Twenty
Members.

330. No company, association, or partnership consisting of more
than twenty persons shall be formed for the purpose of carrying on
any business (other than the business of banking) 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 a company under this Ordinance, or is formed in
pursuance of some other Ordinance, Act of Parliament, or of letters
patent. [331

Provisions relating to Banks.

331. Similarly, no company, association, or partnership
consisting of rnore than twenty persons shall be formed for
the purpose of carrying on the business of banking, unless
it is registered as a company under this Ordinance, or is
formed in pursuance of some other Ordinance, Act of Par-
liament, or of letters patent. [332

332. (1) A bank of issue registered under this Ordinance as a
limited company shall not be entitled to limited liability in respect of its
notes, and the members thereof shall be liable in respect of its notes in
the same manner as if it had been registered as unlimited. Provided
that,





if, in the event of the company being wound up, the general
assets are insufficient to satisfy the claims of both the
noteholders and the general creditors, then the members, after
satisfying the remaining demands of the note-holders shall be
liable to contribute towards payment of the debts of the general
creditors a sum equal to the amount received by the note-holders
out of the general assets.

(2) For the purposes of this section, the expression

the general assets means the funds available for payment
Of the general creditor as well as the note-holder.

(3) Any bank of issue registered under this Ordinance
as a limited company may state on its notes that the
limited liability does not extend to its notes, and that the
members of the company are liable in respect of its notes
in the same manner as if it had been registered as an un-
limited company. [333

333. (1) Where a company carrying on the business of
bankers has duly forwarded to the Registrar the annual return
required by section 107 and has added thereto a statement of the
names of the several places where it carries on business, the
company shall be deemed to be a 'bank' and 'bankers' within
the meaning of the Evidence OrdinAnce.

(2) The fact of the said annual return and statement having
been duly forwarded may be proved in any legal proceedings by
the certificate of the Registrar. [334

.,l;liscella,ibeous
Offences.

334. If any person in any return, report, certificate,
balance sheet, or other document, required by or for the
purposes of any of the pro ' visions of this Ordinance specified
in the Tenth Schedule, wilfully makes a statement false in
any material particular, knowing it to be false, lie shall be
guilty of a misdemeanor, and shall be liable on summary
conviction to a fine of two thousand dollars and imprison-
ment for six months : Provided that nothing in this section
shall affect the provisions of,the Perjury Ordinance. [335





335. If any person or persons trade or carry on business
under any name or title of which 'Limited', or any con-
traction or imitation of that word, is the last word, or under
any name or title of which the Chinese characters
form part, that person or those persons shall, unless
duly incorporated with limited liability, be liable to a fine
of one hundred dollars for every day upon which that name
or title has been used. [336

General Provisions as to Offences.

336. (1) Where by any enactment in this Ordinance it is provided
that a company and every officer of the company who is in default
shall be liable to a default fine, the company and every such officer
shall, for every day during which the default, refusal or contravention
continues, be liable to a fine of such amount as is specified in the said
enactment, or, if the amount of the fine is not so specified, to a fine of
one hundred dollars.

(2) For the purpose of any enactment in this Ordinance
which provides that an officer of a company who is in default
shall be liable to a fine or penalty, the expression 'officer
who is in default' means any director, manager, secretary
or other officer of the company, who knowingly and wilfully
authorizes or permits the default, refusal or contravention
mentioned in the enactment. [337

337. The court or magistrate imposing any fine under
this Ordinance may direct that the whole or any part thereof
shall be applied in or towards payment of the costs of the
proceedings, or in or towards rewarding the person on whose
information or at whose suit the fine is recovered, and subject
to ariv such direction all fines under this Ordinance shall,
notwithstanding anything in any other Ordinance, be paid
into the Treasury. [339

338. (1) If any company fails to pay the whole or any part of any
fine or penalty imposed by a court or magistrate under this Ordinance
within one month of the day on which the said fine or penalty was
imposed, the Registrar shall publish in the Gazette and send to the
company by post a notice that at the expiration of two months from the
date





of such notice the name of the company mentioned therein will, unless
the said fine or penalty be sooner paid, be struck off the register and
the company will be dissolved.

(2) At the expiration of the time mentioned in the notice the
Registrar may, unless cause to the contrary is previously shown by the
company, strike its name off the register, and shall publish notice
thereof in the Gazette, and on such publication the company shall be
dissolved: Provided that the liability (if any) of every director,
managing officer, and member of the company shall continue and may
be enforced as if the company had not been dissolved.

(3) If a company or any member or creditor thereof feels aggrieved
by the company having been struck off the register, the court on the
application of the company or member or creditor may, if satisfied that
it is just that the company be restored to the register, order the name of
the company to be restored to the register, and thereupon the company
shall be deemed to have continued in existence as if its name had not
been struck off; and the court may by the order give such directions
and make such provisions as seem just for placing the company and all
other persons in the same position as nearly as may be as if the name
of the company had not been struck off.

(4) A letter or notice under this section may be addressed to the
company at its registered office, or, if no office has been registered, to
the care of some director or officer of the company, or, if there is no
director or officer of the company whose name and address are known
to the Registrar of Companies, may be sent to each of the persons who
subscribed the memorandum, addressed to him at the address
mentioned in the memorandum. Provided that nothing in this section
shall affect any other legal method of enforcing fines or penalties
imposed by a magistrate. [340

339. Nothing in this Ordinance relating to the institution
of criminal proceedings by the Attorney General shall be
taken to preclude any person from instituting or carrying
on any such proceedings. [341

340; Where proceedings are instituted under this Ordinance
against any person by the Attorney General nothing in this Ordinance
shall be taken to require any





person who has acted as solicitor for the defendant to disclose
any privileged communication made to him in that
capacity. [342

Service of Documents and Legal Proceedings.

341. A document may be served on a company by
leaving it at or sending it by post to the registered office
of the company. [343

342. Where a limited company is plaintiff in any action
or other legal proceeding, any judge having jurisdiction in
the matter may, if it appears by credible testimony that there
is reason to believe that the company will be unable to pay
the costs of the defendant if successful in his defence, require
sufficient security to be given for those costs, and may stay
all proceedings until the security is given. 1344

343. (1) If in any proceeding for negligence, default, breach of duty,
or breach of trust against a person to whom this section applies it
appears to the court hearing the case that that person is or may be
liable in respect of the negligence, default, breach of duty or breach of
trust, but that he has acted honestly and reasonably, and that, having
regard to all the circumstances of the case, including those connected
with his appointment, he ought fairly to be excused for the negligence,
default, breach of duty or breach of trust, that court may relieve him,
either wholly or partly, from his liability on such terms as the court may
think fit.

(2) Where any person to whom this section applies has reason to
apprehend that any claim will or might be made against him in respect
of any negligence, default, breach of duty or breach of trust, he may
apply to the court for relief, and the court on any such application shall
have the same power to relieve him as under this section it would have
had if it had been a court before which proceedings against that person
for negligence, default, breach of duty or breach of trust had been
brought.

(3) Where any case to which subsection (i) applies is being tried
by a judge with a jury, the judge, after hearing the evidence, may, if he
is satisfied that the defendant ought in pursuance of that subsection
to be relieved either in whole





or in part from the liability sought to be enforced against him, withdraw
the case in whole or in part from the jury and forthwith direct judgment
to be entered for the defendant on such terms as to costs or otherwise
as the judge may think proper.

(4) The persons to whom this section applies are the following

(a) directors of a company;

(b) managers of a company;

(c) officers of a company;

(d) persons employed by a company as auditors,
whether they are or are not officers of the com-
pany. [345

344. Orders made by the court under this Ordinance may be
enforced and shall be subject to appeal in the same manner as orders
made in an action pending therein. [346

General Provisions as to alteration of Tables,
Forms and Fees.

345. (1) The Governor in Council may alter Table A, the form in the
Seventh Schedule and the table of fees in the Ninth Schedule, so that
such alteration does not increase the amount of fees payable to the
Registrar under the said Ninth Schedule, and may alter or add to
Tables B, C, D and E in the First Schedule, and the forms in the Second
and Sixth Schedules.

(2) Any such table or form, when altered, shall be published in
the Gazette, and thenceforth shall have the same force as if it were
included in one of the Schedules, but no alteration made in Table A
shall affect any company registered before the alteration, or repeal, as
respects that company, any portion of that table.

(3) Every order in council made under this section shall be laid on
the table of the Legislative Council at the first meeting thereof held
after the publication of such order in council in the Gazette, and if a
resolution be passed at the first meeting of the Legislative Council held
after such order in council shall have been laid on the table of the said
Council





resolving that any such order in council shall be rescinded
or amended in any manner whatsoever, the said order in
council shall, without prejudice to anything done thereunder,
be deemed to be rescinded, or amended, as the case may be,
as from the date of publication in the Gazette of the passing
of such resolution. [347

PART XIV.

SAVINGS.

346. (1) Without prejudice to the provisions of section of the
Interpretation Ordinance

(a)nothing in this repeal shall affect any order in council, order,
rule, regulation, scale of fees, appointment, conveyance,
mortgage, deed or agreement made, resolution passed,
direction given, proceeding taken, instrument issued or thing
done under any former enactment relating to companies, but
any such order in council, order, rule, regulation, scale of
fees, appointment, conveyance, mortgage, deed, agreement,
resolution, direction, proceeding, instrument or thing shall, if
in force at the commencement of this Ordinance, continue in
force, and so far as it could have been made, passed, given,
taken, issued or done under this Ordinance shall have effect
as if made, passed, given, taken, issued or done tinder this
Ordinance;

(b)any person appointed to any office under or by virtue of any
former enactment relating to companies shall be deemed to
have been appointed to that office under or by virtue of this
Ordinance;

(c)any register kept under any former enactment relating to
companies shall be deemed part of the register to be kept
under the corresponding provisions of this Ordinance;

(d)all funds and accounts constituted under this Ordinance
shall be deemed to be in continuation of the corresponding
funds and accounts constituted under the former enactments
relating to companies.

(2) In this section the expression 'former enactment' relating to
companies means the Companies Ordinance,
and any enactment repealed thereby. [353





347. Nothing in this Ordinance shall affect-

(a)the incorporation of any company registered under the
Companies Ordinance, 1911 ;

(b)Table A in the First Schedule annexed to the Companies
Ordinance, 1865, or any part thereof, either as originally
contained in that schedule or as altered in pursuance of that
Ordinance, so far as the same applies to any company
existing at the commencement of this Ordinance;

(c)Table A in the First Schedule to the Companies Ordinance,
1911, or any part thereof, either as originally contained in that
schedule or as altered in pursuance of section 119 of that
Ordinance, so far as the same applies to any company
existing at the commencement of this Ordinance. [354

348. The provisions of this Ordinance with respect to

winding up shall not apply to any company of which the
winding up has commenced before the commencement of this
Ordinance, but every such company shall be wound up in
the same manner and with the same incidents as if this
Ordinance had not passed, and, for the purposes of the
winding up, the Ordinance or Ordinances under which the
winding up comnienced shall be deemed to remain in full
force. [355

349. Nothing in this Ordinance shall affect the provisions

of the Life Insurance Companies Ordinance, the Fire
Insurance Companies Ordinance, or the Fire and Marine

Insurance Conipanies Deposit Ordinance. [356

FIRST SCHEDULE.

TABLE A. [ss. 11, 114,
307, 345.]
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED

BY SHARES.

Preliminary.

1. In these regulations

'Ordinance' means the Companies Ordinance (Chapter 32 of the Revised
Edition).

When any provision of the Ordinance is referred to, the reference is to that
provision as modified by any statute for the time being in force.





Companies. [CAP. 32

Unless the context otherwise requires, expressions defined in the Ordinance or
any statutory modification thereof in force at the


date at which these regulations become binding on the company,
shall have the meanings so defined.

Shares.

2. Subject to the provisions, if any, in that behalf of the Memorandum of
association, and without prejudice to any special rights previously conferred
on the holders of existing shares, any share may be issued with such preferred,
deferred, or other special rights, or such restrictions, whether in regard to
dividend, voting, return of share capital, or otherwise, as the company may
from time to time by special resolution determine, and any preference share
may, with the sanction of a special resolution, be issued on the terms that it is,
or at the option of the company is liable, to be redeemed.

3. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied with the consent in
writing of the holders of three-fourths of the issued shares of that class, or
with the sanction of an extraordinary resolution passed at a separate general
meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of these regulations relating to general ineetings
shall mutatis mutandis apply, but so that the necessary quorum shall be two
persons at least holding or representing by proxy one-third of the issued
shares of the class and that any holder of shares of the class present in person
or by proxy may demand a poll.

4. Every person whose name is entered as a member in the register of
members shall, without payment, be entitled to a certificate under the seal of
the company specifying the share or- shares held by him and the amount paid
up thereon, provided that in respect of a share or shares held jointly by several
persons the company shall not be bound to issue more than one certificate, and
delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all.

5. If a share certificate is defaced, lost, or destroyed, it may be renewed
on payment of such fee, if any, not exceeding one dollar, and on such terms, if
any, as to evidence and indemnity, as the directors think fit.

6. No part of the funds of the company shall directly or indirectly be
employed in the purchase of, or in loans upon the security of, the company's
shares, but nothing in this regulation shall prohibit transactions mentioned in
the proviso to subsection (1) of section 48 of the Ordinance.

Lien.

7. The company shall have a lien on every share (not being a fully paid
share) for all moneys (whether presently payable or not) called or payable at a
fixed time in respect of that share, and the company shall also have a lien on all
shares (other than fully paid shares) standing registered in the name of a single
person for all moneys presently payable by him or his estate to the
company; but the directors may at any time declare any share to be wholly or
in part exempt from the provisions of this regulation. The company's lien, if
any, on a share shall extend to all dividends payable thereon.

8. The company may sell, in such manner as the directors think fit, any
shares on which the company has a lien, but no sale shall be made unless some
sum in respect of which the lien exists






is presently payable, nor until the expiration of fourteen days after a notice in
writing, stating and demanding, payment of such part of the amount in respect
of which the lien exists as is presently payable, has been given to the registered
holder for the time being of the share, or the person entitled thereto by reason
of his death or bankruptcy.

9. For giving effect to any such sale the directors may authorize some
person to transfer the shares sold to the purchaser thereof. The purchaser shall
be registered as the holder of the shares comprised in any such transfer and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

10. The proceeds of the sale shall be received by the company and
applied in payment of such part of the amount in respect of which the lien
exists as is presently payable, and the residue shall (subject to a like lien for
sums not presently payable as existed upon the shares prior to the sale) be
paid to the person entitled to the shares at the date of the sale.

Calls on Shares.

11. The directors may from time to time make calls upon the members in
respect of any moneys unpaid on their shares provided that no call shall
exceed one-fourth of the nominal amount of the share, or be payable at less
than one month from the last call; and each member shall (subject to receiving
at least fourteen days' notice specifying the time or times of payment) pay to
the company at the time or times so specified the amount called on his shares.

12. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.

13. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest upon the sum at the rate of five dollars per cent per annum from
the day appointed for the payment thereof to the time of the actual payment,
but the directors shall be at liberty to waive payment of that interest wholly or
in part.

14. The provisions of these regulations as to the liability of joint holders
and as to payment of interest shall apply in the case of non-payment of any
sum which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the amount of the share, or by way of premium, as if
the same had become payable by virtue of a call duly made and notified.

15. The directors may make arrangements on the issue of shares for a
difference between the holders in the amount of calls to be paid and in the
times of payment.

16. The directors may, if they think fit, receive from any member willing
to advance the same all or any part of the moneys uncalled and unpaid upon
any shares held by him; and upon all or any of the moneys so advanced may
(until the same would, but for such advance, become presently payable) pay
interest at such rate (not exceeding, without the sanction of the company in
general meeting, six per cent) as may be agreed upon between the member
paying the sum in advance and the directors.

Transfer and Transmission of Shares.

17. The instrument of transfer of any share shall be executed by or on
behalf of the transferor and transferee, and the transferor shall be deemed to
remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.





18. Shares shall be transferred in the following form, or in any usual or
common form which the directors shall approve

I, A.B., of , in consideration of the sum
of $ paid to me by C.D. of

(hereinafter called the said transferee) do hereby transfer
to the said transferee the share [or shares] numbered
in the undertaking called the

Company, Limited, to hold unto the said transferee, subject
to the several conditions on which I hold the same: and I,
the said transferee, do hereby agree to take the said share
[or shares] subject to the conditions aforesaid. As witness
our hands the day of

Witness to the signatures of, &c.

19. The directors may decline to register any transfer of shares, not being
fully paid shares, to a person of whom they do not approve, and may also
decline to register any transfer of shares on which the company has a lien. The
directors may also suspend the registration of transfers during the fourteen
days immediately preceding the ordinary general meeting in each year. The
directors may decline to recognize any instrument of transfer unless

(a)a fee not exceeding two dollars is paid to the company in respect
thereof, and

(b)the instrument of transfer is accompanied by the certificate of the
shares to which it relates, and such other evidence as the directors
may reasonably require to show the right of the transferor to make
the transfer.

If the directors refuse to register a transfer of any shares, they shall within two
months after the date on which the transfer was lodged with the company send
to the transferee notice of the refusal.

20. The legal personal representatives of a deceased sole holder of a share
shall be the only persons recognized by the company as having any title to the
share. In the case of a share registered in the names of two or more holders,
the survivors or survivor, or the legal personal representatives of the deceased
survivor, shall be the only persons recognized by the company as having any
title to the share.

21. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member shall, upon such evidence being produced as may
from time to time be properly required by the directors, have the right, either
to be registered as a member in respect of the share or, instead of being
registered himself, to make such transfer of tEe share as the deceased or
bankrupt person could have made; but the directors shall, in either case, have
the same right to decline or suspend registration as they would have had in the
case of a transfer of the share by the deceased or bankrupt person before the
death or bankruptcy.

22. A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a member in respect of
the share, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the company.

Forfeiture of Shares.

23. If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the directors may, at any time thereafter






during such time as any part of such call or instalment remains unpaid, serve a
notice on him requiring payment of so much of the call or instalment as is
unpaid, together with any interest which may have accrued.





24. The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event of non-
payment at or before the time appointed the shares in respect of which the call
was made will be liable to be forfeited.

25. If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given may at any time
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the directors to that effect.

26, A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the directors think fit, and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the directors think
fit.

27. A person whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares, but shall, notwithstanding; remain liable to
pay to the company all moneys which, at the date of forfeiture, were presently
payable by him to the company in respect of the shares, but his liability shall
cease if and when the company receive payment in full of the nominal amount
of the shares.

28. A statutory declaration in writing that the declarant is a director of the
company, and that a share in the company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts therein stated
as against all persons claiming to be entitled to the share. The company may
receive the consideration, if any, given for the share on any sale or disposition
thereof and may execute a transfer of the share in favour of the person to
whom the share is sold or disposed of, and he shall thereupon be registered as
the holder of the share, and shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.

29. The provisions of these regulations as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the amount of the
share, or by way of premium, as if the same had been payable by virtue of a
call duly made and notified.

Conversion of Shares into Stock.

30. The company may by ordinary resolution convert any paidup shares
into stock, and reconvert any stock into paid-up shares of any denomination.

31. The holders of stock may transfer the same, or any part thereof, in
the same manner, and subject to the same regulations, as, and subject to which,
the shares from which the stock arose might previously to conversion have
been transferred, or as near thereto as circumstances admit; but the directors
may from time to time fix the minimum amount of stock transferable, and
restrict or forbid the transfer of fractions of that minimum, but the minimum
shall not exceed the nominal amount of the shares from which the stock arose.

32. The holders of stock shall, according to the amount of the stock held
by them, have the same rights, privileges, and advantages as regards dividends,
voting at meetings of the company, and other matters as if they held the shares
from which the stock arose, but no such privilege or advantage (except
participation in the dividends





and profits of the company) shall be conferred by any such aliquot part of
stock as would not, if existing in shares, have conferred that privilege or
advantage.

33. Such of the regulations of the company as are applicable to paid-up
shares shall apply to stock, and the words 'share' and 'shareholder' therein
shall include 'stock' and 'stockholder.'

Alteration of Capital.

34. The company may from time to time by ordinary resolution increase
the share capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe.

35. Subject to any direction to the contrary that may be given by the
company in general meeting, all new shares shall, before issue, be offered to
such persons as at the date of the offer are entitled to receive notices from the
company of general meetings in proportion, as nearly as the circumstances
admit, to the amount of the existing shares to which they are entitled. The
offer shall be made by notice specifying the number of shares offered, and
limiting a time within which the offer, if not accepted, will be deemed to be
declined, and after the expiration of that time, or on the receipt of an intimation
from the person to whom the offer is made that he declines to accept the
shares offered, the directors may dispose of those shares in such manner as
they think most beneficial to the company. The directors may likewise so
dispose of any new shares which (by reason of the ratio which the new shares
bear to shares held by persons entitled to an offer of new shares) cannot, in the
opinion of the directors, be conveniently offered under this article.

36. The new shares shall be subject to the same provisions with reference
to the payment of calls, lien, transfer, transmission, forfeiture, and otherwise
as the shares in the original share capital.

37. The company may by ordinary resolution-

(a)consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;

(b)sub-divide its existing shares of any of them into shares of smaller
amount than is fixed by the memorandum of association subject,
nevertheless, to the provisions of paragraph (d) of subsection (1) of
section 53 of the Ordinance;

(c)cancel any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person.

38. The company may by special resolution reduce its share capital and
any capital redemption reserve fund in any manner and with, and subject to,
any incident authorized, and consent required, by law.

General Meetings.

39. A general meeting shall be held once in every calendar year at such
time (not being more than fifteen months after the holding of the last preceding
general meeting) and place as may be prescribed by the company in general
meeting, or, in default, at such time in the third month following that in which
the anniversary of the company's incorporation occurs, and at such place, as
the directors shall appoint. In default of a general meeting being so held, a
general meeting shall be held in the month next following, and may be convened
by any two members in the same manner as nearly as possible as that in which
meetings are to be convened by the directors.

40. The above-mentioned general meetings shall be called ordinary general
meetings; all other general meetings shall be called extraordinary general
meetings.











41. The directors may, whenever they think fit, convene an extraordinary
general meeting, and extraordinary general meetings shall also be convened on
such requisition, or, in default may be convened by such requisitionists, as
provided by section 113 of the Ordinance. If at any time there are not within
the Colony sufficient directors capable of acting to form a quorum, any
director or any two members of the company may convene an extraordinary
general meeting in the same manner as nearly as possible as that in which
meetings may be convened by the directors.

Notice of General Meetings.

42. Subject to the provisions of subsection (2) of section 116 of the
Ordinance relating to special resolutions, seven days' notice at the least
(exclusive of the day on which the notice is served or deemed to be served, but
inclusive of the day for which notice is given) specifying the place, the day,
and the hour of meeting and, in case of special business, the general nature of
that business shall be given in manner hereinafter mentioned, or in such other
manner, if any, as may be prescribed by the company in general meeting, to
such persons as are, under the regulations of the company, entitled to receive
such notices from the company; but, with the consent of all the members
entitled to receive notice of some particular meeting, that meeting may be
convened by such shorter notice and in such manner as those members may
think fit.

43. The accidental omission to give notice of a meeting to, or the non-
receipt of notice of a meeting by, any member shall not invalidate the
proceedings at any meeting.

Proceedings at General Meetings.

44. All business shall be deemed special that is transacted at an
extraordinary meeting, and all that is transacted at an ordinary meeting, with
the exception of sanctioning a dividend, the consideration of the accounts,
balance sheets, and the ordinary report of the directors and auditors, the
election of directors and other officer in the place of those retiring by rotation,
and the fixing of the remuneration of the auditors.

45. No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds to
business; save as herein otherwise provided, three members personally
present shall be a quorum.

46. If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened upon the requisition of
members, shall be dissolved; in any other case it shall stand adjourned to the
same day in the next week, at the same time and place, and, if at the adjourned
meeting a quorum is not present within half an hour from the time appointed
for the meeting, the members present shall be a quorum.

47. The chairman, if any, of the board of directors shall preside as
chairman at every general meeting of the company.

48. 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 or is
unwilling to act as chairman, the members present shall choose. some one of
their number to be chairman.

49. The chairman may, with the consent of any meeting at which a
quorum is present (and shall if so directed by the meeting), adjourn the
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. When a meeting is adjourned for ten days or more,
notice of the adjourned meeting shall be given as in the case of an original
meeting. Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.

50. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded by at least three
members present in person or by proxy entitled to vote or by one member or
two members so present and entitled, if that member or those two members
together hold not less than fifteen per cent of the paid up capital of the
company, and, unless a poll is so demanded, a declaration by the chairman that
a resolution has, on a show of hands, been carried, or carried unanimously, or
by a particular majority, or lost, and an entry to that effect in the book of the
proceedings of the company, shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or
against, that resolution.

51. If a poll is duly demanded it shall be taken in such manner as the
chairman directs, and the result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded.

52. In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a second or casting vote.

63. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs.

Votes of Members.

54. On a show of hands every member present in person shall have one
vote. On a poll every member shall have one vote for each share of which he is
the holder.

55. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders; and for this purpose seniority shall be determined
by the order in which the names stand in the register of members.

56. A member of unsound mind, or in respect of whom an order has been
made by any court having jurisdiction in lunacy, may vote, whether on a show
of hands or on a poll, by his committee, curator bonis, or other person in the
nature of a committee or curator bonis appointed by that court, and any such
committee, curator bonis, or other person may, on a poll, vote by proxy.

57. No member shall be entitled to vote at any general meeting unless all
calls or other sums presently payable by him in respect of shares in the
company have been paid.

58. On a poll votes may be given either personally or by proxy.

59. The instrument appointing a proxy shall be in writing under the hand
of the appointor or of his attorney duly authorized in writing, or, if the
appointor is a corporation, either under seal, or under the hand of an officer or
attorney duly authorized. A proxy need not be a member of the company.

60. The instrument appointing a proxy and the power of attorney or
other authority, if any, under which it is signed or a notarially certified copy
of that power or authority shall be deposited at the registered office of the
company not less than forty-eight





hours before the time for holding the meeting or adjourned meeting, at which
the person named in the instrument proposes to vote, and in default the
instrument of proxy shall not be treated as valid.

61. An instrument appointing a proxy may be in the following form, or
any other form which the directors shall approve:

Company Limited,
of
being a member
of the Company, Limited,
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.'

Signed this day of

62. The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demandng a poll.

Corporations acting by Representatives at Meetings.

63. Any corporation which is a member of the company may by
resolution of its directors or other governing body authorize such person as it
thinks fit to act as its representative at any meeting of the company or of any
class of members of the company, and the person so authorized shall be
entitled to exercise the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an individual member of
the company.

Directors.

64. The number of the directors and the names of the first directors shall
be determined in writing by a majority of the subscribers of the memorandum
of association.

65. The remuneration of the directors shall from time to time be
determined by the company in general meeting.

66. The qualification of a director shall be the holding of at least one share
in the company.

Powers and Duties of Directors.

67. 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 Ordinance, or
by these articles, required to be exercised by the company in general meeting,
subject, nevertheless, to any regulation of these articles, to the provisions of
the 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
that regulation had not been made.

68. The directors may from time to time appoint one or more of their
body to the office of managing director or managerfor such term and at such
remuneration (whether by way of salary, or commission, or participation in
profits, or partly in one way and partly in another) as they may think fit, and
a director so appointed shall not, while holding that office, be subject to
retirement by rotation, or taken into account in determining the rotation of






retirenient of directors; but his appointment shall be subject to determination
ipso facto if he ceases from any cause to be a director, or if the company in
general meeting resolve that his tenure of the office of managing director or
manager be determined.





69. The amount for the time being remaining undischarged of moneys
borrowed or raised by the directors for ihe purposes of the company
(otherwise than by the issue of share capital) shall not at any time exceed the
issued share capital of the company without the sanction of the company in
general meeting.

70. The directors shall cause minutes to be made in books provided for
the purpose

(a) of all appointments of officers made by the directors;

(b)of the names of the directors present at each meeting of the directors
and of any committee of the directors;

(c)of all resolutions and proceedings at all meetings of the company;
and of the directors, and of committees of directors;

and every director present at any meeting of directors or committee of
directors shall sign his name in a book to be kept for that purpose.

The Seal.

71. The seal of the company shall not be affixed to any instrument except
by the authority of a resolution of the board of directors, and in the presence
of a director and of the secretary or such other person as the directors may
appoint for the purpose; and that director and the secretary or other person as
aforesaid shall sign every instrument to which the seal of the company is so
affixed in their presence.

Disqualification of Directors.

72. The office of director shall be vacated, if the director-

(a) ceases to he a director by virtue of section 140 of the Ordinance; or

(b)without the consent of the company in general meeting holds any
other office of profit under the company except that of managing
director or manager; or

(e) becomes bankrupt; or

(d) becomes prohibited from being a director by reason of any

order made under section 208 or 260 of the Ordinance; or

(e) is found lunatic or becomes of unsound mind; or

(f) resigns his office by notice in writing to the company; or

(g)is directly or indirectly interested in any contract with the company
or participates in the profits of any contract with the company:

Provided, however, that a director shall not vacate his office by reason of
his being a member of any corporation which has entered into contracts with or
done any work for the company if he shall have declared the nature of his
interest in manner required by section 147 of the Ordinance, but the director
shall not vote in respect of any such contract or work or any matter arising
thereout, and if he does so vote his vote shall not be counted.

Rotation of Directors.

73. At the first ordinary general meeting of the company the whole of the
directors shall retire from office, and at the ordinary general meeting in every
subsequent year one-third of the directors for the time being, or, if their
number is not three or a multiple of three, then the number nearest one-third,






shall retire from office.

74. The directors to retire re in every year shall be those who have been
longest in office since their last election but as between persons who became
directors on the same day those to retire shall (unless they otherwise agree
among themselves) be determined by lot.

75. A retiring director shall be eligible for re-election.





76. The company at the general meeting at which a director
retires in manner aforesaid may fill up the vacated office by electing
a person thereto and in default the retiring director shall be deemed
to have been re-elected unless at such meeting it is resolved not to
fill up such vacated office.
77. The company may from time to time in general meeting
increase or reduce the number of directors, and may also determine
in what rotation the increased or reduced number is to go out of
office.
78. Any casual vacancy occurring in the board of directors, may
be filled up by the directors, but the person so chosen shall be subject
to retirement at the same time as if he had become a director on the
day on which the director in whose place he is appointed was last
elected a director.
79. The directors shall have power at any time, and from time
to time, to appoint a person as an additional director who shall retire
from office at the next following ordinary general meeting, but shall
be eligible for election by the company at that meeting as an
additional director.
80. The company may by extraordinary resolution remove any
director before the expiration of his period of office, and may by an
ordinary resolution appoint another person in his stead. The person
so appointed shall be subject to retirement at the same time as if
he had become a director on the day on which the director in whose
place he is appointed was last elected a director.

Proceedings of Directors.
81. The directors may meet together for the despatch of
business, adjourn, and otherwise regulate their meetings, as they
think fit. 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, and the
secretary on the requisition of a director shall, at any time summon
a meeting of the directors.
82. The quorum necessary for the transaction of the business
of the directors may be fixed by the directors, and unless so fixed
shall when the number of directors exceeds three be three, and when
the number of directors does not exceed three, be two.
83. The continuing directors may act notwithstanding any
vacancy in their body, but, if and so long as their number is reduced
below the number fixed by or pursuant to the regulations of the
company as the necessary quorum of directors, the continuing
directors may act for the purpose of increasing the number of
directors to that number, or of summoning a general meeting of the
company, but for no other purpose.
84. 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
within five minutes after the time appointed for holding the same,
the directors present may choose one of their number to be chairman
of the meeting.
85. 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 it by the directors.
86. A committee may elect a chairman of its meetings; if no
such chairman is elected, or if at any meeting the chairman is not
present within five minutes after the time appointed for holding the





same, the members present may choose one of their number to be chairman of
the meeting.

87. A committee may meet and adjourn as it thinks 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.

88. All acts done by any meeting of the directors or of a committee of
directors 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 director or person acting as aforesaid, or that they or any of them
were disqualified, be as valid as if every such person had been duly appointed
and was qualified to be a director.

Dividends and Reserve.

89. The company in general meeting may declare dividends, but no
dividend shall exceed the amount recommended by the directors.

90. The directors may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the profits of the
company.

91. No dividend shall be paid otherwise than out of profits.

92. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividends, all dividends shall be declared and paid according to the
amounts paid on the shares, but if and so long as nothing is paid up on any of
the shares in the company dividends may be declared and paid according to the
amounts of the shares. No amount paid on a share in advance of calls shall,
while carrying interest, be treated for the purposes of this article as paid on
the share.

93. The directors may, before recommending any dividend, set aside out
of the profits of the company such sums as they think proper as a reserve or
reserves which shall, at the discretion of the directors, be applicable for
meeting contingencies, or for equalizing dividends, or for any other purpose to
which the profits of the company may be properly applied, and pending such
application may, at the like discretion, either be employed in the business of
the company or be invested in such investments (other than shares of the
company) as the directors may from time to time think fit.

94. If several persons are registered as joint holders of any share, any one
of them may give effectual receipts for any dividend or other moneys payable
on ot in respect of the share.

95. Any dividend may be paid by cheque or warrant sent through the
post to the registered address of the member or person entitled thereto or in
the case of joint holders to any one of such joint holders at his registered
address or to such person and such address as the member or person entitled
or such joint holders as the case may be may direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent or
to the order of such other person as the member or person entitled or such
joint holders as the case may be may direct.

96. No dividend shall bear interest against the company.

97. The directors shall cause proper books of account to be kept with
respect to

all sums of money received and expended by the company and the
matters in respect of which the receipt and expenditure takes place;

all sales and purchases of goods by the company; and the






assets and liabilities of the company.





98. The books of account shall be kept at the registered office of the
company, or at such other place or places as the directors think fit, and shall
always be open to the inspection of the directors.

99. The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations
the accounts and books of the company or any of them shall be open to the
inspection of members not being directors, and no member (not being a
director) shall have any right of inspecting any account or book or document of
the company except as conferred by statute or authorized by the directors or
by the company in general meeting

100. The directors shall from time to time in accordance with section 122
of the Ordinance, cause to be prepared and to be laid before the company in
general meeting such profit and loss accounts, balance sheets and reports as are
referred to in that section.

101. A copy of every balance sheet (including every document required by
law to be annexed thereto) which is to be laid before the company in general
meeting together with a copy of the auditors' report shall not less than seven
days before the date of the meeting be sent to all persons entitled to receive
notices of general meetings of the company.

Audit.

102. Auditors shall be appointed and their duties regulated in accordance
with sections 131, 132 and 133 of the Ordinance.

Notices.

103. A notice may be given by the company to any member either
personally or by sending it by post to him to his registered address, or (if he
has no registered Address within the Colony) to the address, if any, within the
Colony supplied by him to the company for the giving of notices to him.

Where a notice is sent by post, service of the notice shall be deemed to be
effected by properly addressing, prepaying, and posting a letter containing the
notice, and to have been effected in the case of a notice of a meeting at the
expiration of 24 hours after the letter containing the same is posted, and in any
other case at the time at which the letter would be delivered in the ordinary
course of post.

104. If a member has no registered address within the Colony and has not
supplied to the company an address within the Colony for the giving of
notices to him, a notice addressed to him and advertised in the Gazette, shall be
deemed to be duly given to him at noon on the day on which the advertisement
appears.

105. A notice may be given by the company to the joint holders of a share
by giving the notice to the joint holder named first in the register of members
in respect of the share.

106. A notice may be given by the company to the persons entitled to a
share in consequence of the death or bankruptcy of a member by sending it
through the post in a prepaid letter addressed to them by name, or by the title
of representatives of the deceased, or trustee of the bankrupt, or by any like
description, at the address, if any, within the Colony supplied for the purpose
by the persons claiming to be so entitled, or (until such an address has been so
supplied) by giving the notice in any manner in which the same might have
been given if the death or bankruptcy had not occurred.

107. Notice of every general meeting shall be given in some manner
hereinbefore authorized to (a) every member except those members who
(having no registered address within the Colony) have not supplied to the
company an address within the Colony for the giving of notices to them, and






also to (b) every person entitled to a




share in consequence of the death or bankruptcy of a member, who, but for his
death or bankruptcy, would be entitled to receive notice of the meeting. No
other persons shall be entitled to receive notices of general meetings.

TABLE B. [ss. 14 and

345.]

FORM OF MEMORANDUM or ASSOCIATION
OF A
COMPANY LIMITED BY SHARES.

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

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

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 conipany may from to time 'Vetermine, and the
doing all such other things as are 'incidental or conducive to the
attainment of the above object.'

4th. The liability of the members is limited.

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

WE, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursuance of this
mernorandum of association, and we respectively agree to take the
number of shares in the capital of the company set

opposite our respective names.
Number of
shares taken
Names, Addresses, and Descriptions by each
of Subscribers.
Subscriber.
'1. John Jones of merchant 200
'2. John Smith of 25
'3. Thomas Green of 30
'4. John Thompson of 40
'5. Caleb White of 15
'6. Andrew Brown of 5
'7. Caesar White of 10

Total shares taken 325'

Dated the day of 19

Witness to the above signatures,

A.B., No. 13, Chater Road, Victoria,

Hong Kong.

TABLE C. [ss. 14 and
345.]
FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION
OF A
COMPANY LIMITED BY GUARANTEE, AND NOT

HAVING A SHARE
CAPITAL.







Memorandum of Association.

1st. The name of the company is 'The Kent School Association, Limited.'





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

3rd. The objects for which the company is established are the carrying on
a school for boys in the Colony and the doing all such other things as are
incidental or conducive to the attainment of the above object.

4th. The liability of the members is limited.

5th. Every member of the company undertakes to contribute to the assets
of the company in the event of its being wound up while he is a member, or
within one year afterwards, for payment of the debts and liabilities of the
company contracted before he ceases to be a member, and the costs charges
and expenses of winding up, and for the adjustment of the rights of the
contributories among themselves, such amount as may be required not
exceeding one hundred dollars.

WE, the several persons whose names and addresses are subscribed,

are desirous of being formed into a company, in pursuance of this
memorandum of association.

Names, Addresses, and Descriptions of Subscribers.

'1. John Jones of schoolmaster.

'2. John Smith of

'3. Thomas Green of

'4. John Thompson of
'5. Caleb White of

'6. Andrew Brown of

'7. Caesar White of

Dated the day of 19

Witness to the above signatures,

A.B., No. 13, Chater Road, Victoria,
Hong Kong.

ARTICLES OF ASSOCIATION TO ACCOMPANY
PRECEDING
MEMORANDUM OF ASSOCIATION.

Preliminary.

1. In these regulations-

The Ordinance means the Companies Ordinance, (Chapter 32 of the
Revised Edition).

When any provision of the Ordinance is referred to the reference is to
such provision as modified by any Ordinance for the time being in
force.

Unless the context otherwise requires, expressions defined in the
Ordinance or any statutory modification thereof in force at the date
at which these regulations become binding on the company, shall
have the meanings so defined.

Members.



2. The number of members with which the company proposes to be
registered is 500, but the directors may from time to time register an increase
of members.

3. The subscribers to the memorandum of association and such other
persons as the directors shall admit to membership shall be members of the
company.





General Meetings.

4. The first general meeting shall be held at such time, not being less than
one month nor more than three months after the incorporation of the
company, and at such place, as the directors may determine.

5. A general meeting shall be held once in every calendar year at such time
(not being more than fifteen months after the holding of the last preceding
general meeting) and place as may be prescribed by the company in general
meeting, or, in default, at such time in the third month following that in which
the anniversary of the company's incorporation occurs, and at such place as
the directors shall appoint. In default of a general meeting being so held, a
general meeting shall be held in the month next following, and may be convened
by any two members in the same manner as nearly as possible as that in
which meetings are to he convened by the directors.

6. The above-mentioned general meetings shall be called ordinary general
meetings; all other general meetings shall be called extraordinary general
meetings.

7. The directors may, whenever they think fit, convene an extraordinary
general meeting and extraordinary general meetings shall also be convened on
such requisition, or, in default, may be convened by such requisitionists, as
provided by section 113 of the Ordinance. If at any time there are not within
the Colony sufficient directors capable of acting to form a quorum, any
director or any two members of the company may convene an extraordinary
general meeting in the same manner as nearly as possible as that in which
meetings may be convened by the directors.

Notice of General Meetings.

8. Subject to the provisions of section 116 (2) of the Ordinance relating to
special resolutions, seven days' notice at the least (exclusive of the day on
which the notice is served or deemed to be served, but inclusive of the day for
which notice is given) specifying the place, the day, and the hour of meeting
and, in case of special business, the general nature of that business shall be
given in manner hereinafter mentioned, or in such other manner, if any, as may
be prescribed by the conipany in general meeting, to such persons as are, under
the regulations of the company, entitled to receive such notices from the
company; but, with the consent of all the members entitled to receive notice of
some particular meeting, that meeting may be convened by such shorter notice
and in such manner as those members may think fit.

9. The accidental omission to give notice of a meeting to or the non-
receipt of notice of a meeting by, any member shall not invalidate the
proceedings at any meeting.

Proceedings at General Meetings.

10. All business shall be deemed special that is transacted at an
extraordinary meeting, and all that is transacted at an ordinary meeting, with
the exception of the consideration of the accounts, balance sheets, and the
ordinary report of the directors and auditors, the election of directors and other
officers in the place of those retiring by rotation, and the fixing of the
remuneration of the auditors.

11. No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds to
business; save as herein otherwise provided, three members personally
present shall be a quorum.





12. If within half an hour from the time appointed for the
meeting a quorum is not present, the meeting, if convened upon the
requisition of members, shall be dissolved; in any other case it
shall stand adjourned to the same day in the next week, at the same
time and place, and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meet-
ing the members present shall be a quorum.

13. The chairman, if any, of the board of directors shall preside as
chairman at every general meeting of the company.

14. 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 or is
unwilling to act as chairman, the members present shall choose some one of
their number to be chairman.

15. The chairman may, with the consent of any meeting at which a
quorum is present (and shall if so directed by the meeting), adjourn the
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. When a meeting is
adjourned for ten days or more, notice of the adjourned meeting shall be given
as in the case of an original meeting. Save as aforesaid it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.

16. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded by at least two
members present in person or by proxy entitled to vote and, unless a poll is so
demanded, a declaration by the chairman that a resolution has, on a show of
hands, been carried, or carried unanimously, or by a particular majority, or lost,
and an entry to that effect in the book of the proceedings of the company, shall
be conclusive evidence of the fact, without proof of the number or proportion
of the votes recorded in favour of, or against, that resolution.

17. If a poll is duly demanded it shall be taken in such manner as the
chairman directs, and the result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded.

18. In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman of the meeting, at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a second or casting vote.

19. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs.

Votes of Members.

20. Every member shall have one vote.

21. A member of unsound mind, or in respect of whom an order has been
made by any court having jurisdiction in lunacy, may vote, whether on a show
of hands or on a poll, by his committee, curator bonis, or other person in the
nature of a committee or curator bonis appointed by that court, and any such
committee, curator bonis, or other person may, on a poll, vote by proxy.

22. No member shall be entitled to vote at any general meeting unless all
moneys presently payable by him to the company have been paid.

23. On a poll votes may be given either personally or by proxy.





24. The instrument appointing a proxy shall be in writing under the hand
of the appointer or of his attorney duly authorized in writing, or, if the
appointor is a corporation, either under the seal or under the hand of an officer
or attorney so authorized. A proxy need not be a member of the company.

25. The instrument appointing a proxy and the power of at torney or
other authority, if any, under which it is signed or a notarially certified copy
of that power or authority shall be deposited at the registered office of the
company not less than forty-eight hours before the time for holding the
meeting or adjourned meeting at which the person named in the instrument
proposes to vote, and in default the instrument of proxy shall not be treated as
valid.

26. An instrument appointing a proxy may be in the following form, or
any other form which the directors shall approve

Company, Limited.

of
being a member of the Company,
Limited, 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.'

Signed this day of

27. The instrument appointing a proxy shall be deemed to confer
authority to deniand or join in demanding a poll.

Corporations acting by Representatives at Meetings.

28. Any corporation which is a member of the company may by
resolution of its directors or other governing body authorize such person as it
thinks fit to act as its representative at any meeting of the company and the
person so authorized shall be entitled to exercise the same powers on behalf of
the corporation which he represents as that corporation could exercise if it
were an individual member of the company.

Directors.

29. The number of directors and the names of the first directors shall be
determined in writing by a majority of the subscribers to the memorandum.

30. The remuneration of the directors shall from time to time be
determined by the company in general meeting.

Powers and Duties of Directors.

31. 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 powets of the company as are not by the Ordinance, or
by these articles, required to be exercised by the company in general meeting,
subject nevertheless to any regulation of these articles, to the provisions of the
Ordinance, aiid 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 that
regulation had not been made.





32. The directors shall cause minutes to be made in books provided for
the purpose

(a) of all appointments of officers made by the directors;

(b)of the names of the directors present at each meeting of the directors
and of any committee of the directors;

(e)of all resolutions and proceedings at all meetings of the company,
and of the directors, and of committees of directors;

and every director present at any meeting of directors or committee of
directors shall sign his name in a book to be kept for that purpose.

The Seal.

33. The seal of the company shall not be affixed to any instrument except
by the authority of a resolution of the board of directors, and in the presence
of a director and of the secretary or such other person as the directors may
appoint for the purpose; and that director and the secretary or other person as
aforesaid shall sign every instrument to which the seal of the company is so
affixed in their presence.

Disqualifications of Directors.

34. The office of director shall be vacated, if the director-

(a)without the consent of the company in general meeting holds any
other office of profit under the company; or

(b) becomes bankrupt; or

(c)becomes prohibited from being a director by reason of any order
made under section 208 or 260 of the Ordinance;

(d) is found lunatic or becomes of unsound mind; or

(e) resigns his office by notice in writing to the company;

(f)is directly or indirectly interested in any contract with the company
and fails to declare the nature of his interest in manner required by
section 147 of the Ordinance,

A director shall not vote in respect of any contract in which he is
interested or any matter arising thereout, and if he does so vote his vote shall
not be counted.

Rotation of Directors.

35. At the first ordinary general meeting of the company the whole of
the directors shall retire from office, and at the ordinary general meeting in
every subsequent year one-third of the directors for the time being, or, if their
number is not three or a multiple of three, then the number nearest one-third,
shall retire from office.

36. The directors to retire in every year shall be those who have been
longest in office since their last election but as between persons who became
directors on the same day those to retire shall (unless they otherwise agree
among themselves) be determined by lot.

37. A retiring director shall be eligible for re-election.

38. The company at the general meeting at which a director retires in
manner aforesaid may fill up the vacated office by electing a person thereto
and in default the retiring director shall be deemed to have been re-elected






unless at such meeting it is resolved not to fill up such vacated office.

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





40. Any casual vacancy occurring in the board of directors may be filled up
by the directors but the person so chosen shall be subject to retirement at the
same time as if he had become a director on the day on which the director in
whose place he is appointed was last elected a director.

41. The directors shall have power at any time, and from time to time, to
appoint a person as an additional director who shall retire from office at the
next following ordinary general meeting, but shall be eligible for election by the
company at that meeting as an additional director.

42. The company may by extraordinary resolution remove any director
before the expiration of his period of office, and may by an ordinary resolution
appoint another person in his stead. The person so appointed shall be subject
to retirement at the same time as if he had become a director on the day on
which the director in whose place he is appointed was last elected a director.

Proceedings of Directors.

43. The directors, may meet together for the despatch of business,
adjourn, and otherwise regulate their meetings, as they think fit. 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, and the secretary on the requisition of a director shall, at any time
summon a meeting of the directors.

44. The quorum necessary for the transaction of the business of the
directors may be fixed by the directors, and unless so fixed shall, when the
number of directors exceed three, be three and shall, when the number of
directors does not exceed three, be two.

45. The continuing directors may act notwithstanding any vacancy in
their body, but, if and so long as their number is reduced below the number
fixed by or pursuant to the regulations of the company as the necessary
quorum of directors, the continuing directors may act for the purpose of
increasing the number of directors to that number, or of summoning a general
meeting of the company, but for no other purpose.

46. 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 within five minutes after the time
appointed for holding the same, the directors present may choose one of their
number to be chairman of the meeting.

47. 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.

48. A committee may elect a chairman of its meetings; if no such chairman
is elected, or if at any meeting the chairman is not present within five minutes
after the time appointed for holding the same, the members present may
choose one of their number to be chairman of the meeting.

49. A committee may meet and adjourn as it thinks 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.





50. All acts done by any meeting of the directors or of a committee of
directors, 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 appointed and
was qualified to be a director.

Accounts.

51. The directors shall cause proper books of account to be kept with
respect to

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

all sales and purchases of goods by the company; and the assets
and liabilities of the company.

52. The books of account shall be kept at the registered office of the
company, or at such other place or places as the directors think fit, and shall
always be open to the inspection of the directors.

53. The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations
the accounts and books of the company or any of them shall be open to the
inspection of members not being directors, and no member (not being a
director) shall have any right of inspecting any account or book or document of
the company except as conferred by statute or authorized by the directors or
by the company in general meeting.

54. The directors shall from time to time in accordance with section 122
of the Ordinance, cause to be prepared and to be laid before the company in
general meeting such profit and loss accounts balance sheets and reports as are
referred to in that section.

55. A copy of every balance sheet (including every document required by
law to be annexed thereto) which is to be laid before the company in general
meeting together with a copy of the auditor's report shall not less than seven
days before the date of the meeting be sent to all persons entitled to receive
notices of general meetings of the company.

Audit.

56. Auditors shall be appointed and their duties regulated in accordance
with sections 131, 132 and 133 of the Ordinance.

Notices.

57. A notice may be given by the company to any meniber either
personally or by sending it by post to him to his registered address, or (if he
has no registered address within the Colony) to the address, if any, within the
Colony supplied by him to the company for the giving of notices to him.

Where a notice is sent by post, service of the notice shall be deemed to be
effected by properly addressing, prepaying, and posting a letter containing the
notice, and to have bpen effected at the expiration of 24 hours after the letter
containing the same was posted.

58. If a member has no registered address within the Colony and has not
supplied to the company an address within the Colony for, the giving of
notices to him, a notice addressed to him and advertised in the Gazette, shall
be deemed to be duly given to him on the day on which the advertisement
appears.





59. Notice of every general meeting shall be given in some manner
hereinbefore authorized to every member except those members who having
no registered address within the Colony) have not supplied to the company an
address within the Colony for the giving of notices to them. No other persons
shall be entitled to receive notices of general meetings.

Names, Addresses and Descriptions of Subscribers.

'1. John Jones of schoolmaster.
'2. John Smith of
'3. Thomas Green of
'4. John Thompson of
'5. Caleb White of
'6. Andrew Brown of
'7. Coesar White of
Dated the day of 19.

Witness to the above signatures.
A.B., No. 13, Chater Road, Hong Kong.

TABLE D. [ss. 14 and
345.]

MEMORANDUM AND ARTICLES OF ASSOCIATION OF A

COMPANY LIMITED BY GUARANTEE, AND

HAVING A SHAPE CAPITAL.

Memorandum of Association.

1st. The name of the company is 'The Highland Hotel Conipany,
Limited'.

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

3rd. The objects for which the company is established are 'the facilitating
of travel in the Colony by providing hotels and 'conveyances by sea and by
land for the accommodation of 'travellers, and the doing all such other things
as are incidental or 'conducive to the attainment of the above object.'

4th. The liability of the members is limited.

5th. Every member of the company undertakes to contribute to the
assets of the company in the event of its being wound up while he is a
member, or within one year afterwards, for payment of the debts and liabilities
of the company, contracted before 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 two hundred dollars.

6th. The share capital of the company shall consist of five hundred
thousand dollars, divided into five thousand shares of one hundred dollars
each.

WE, 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 we respectively agree to take the
number of shares in the capital of the company set opposite our
respective names.





Number of
Names, Addresses, and Descriptions Shares taken
of Subscribers. by each
Subscriber.

'1. John Jones of merchant 200

'2. John Smith of 25
'3. Thomas Green of 30
'4. John Thompson of 40
'5. Caleb White of 15
'6. Andrew Brown of 5
'7. Caesar White of 10

Total shares taken 325

Dated the day of 19

Witness to the above signatures,

A.B., No. 13, Chater Road, Hong Kong.

ARTICLES OF ASSOCIATION TO ACCOMPANY
PRECEDING
MEMORANDUM or ASSOCIATION.

1. The Articles of Table A set out in the First Schedule to the Companies
Ordinance, Cap. 32 of the Revised Edition, shall be the articles of association of
the company and apply to the company.

Names, Addresses, and Descriptions of Subscribers.

'1. John Jones of merchant.
'2. John Smith of
'3. Thomas Green of
'4. John Thompson of
'5. Caleb White of
'6. Andrew Brown of
'7. Caesar White of
Dated the day of 19

Witness to the above signatures,

A.B., No. 13, Chater Road, Hong Kong.

TABLE E. [ss. 14 and

345.]

MEMORANDUM AND ARTICLES or ASSOCIATION OF
AN
UNLIMITED COMPANY HAVING A SHARE CAPITAL.

Memorandum of Association.

1st. The name of the company is 'The Patent Stereotype Company.'

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

3rd. The objects for which the company is established are 'the working of a
patent method of founding and casting stereotype 'plates, of which method John
Smith of Hong Kong, is the sole 'patentee, and the doing of all such things as are
'incidental or 'conducive to the attainment of the above objects.'

WE, the several persons whose names are subscribed, are desirous of being formed






into a company, in pursuance of this memorandum of association, and we
respectively agree to take the number of shares in the capital of the
company set opposite our respective names.





Number of
Names, Addresses and Descriptions Sharestaken
of Subscribers. by each
Subscriber.

'1. John Jones of merchant 3

'2. John Smith of 2
'3. Thomas Green of 1
'4. John Thompson of 2
'5. Caleb White of 2
'6. Andrew Brown of 1
'7. Abel Brown of 1

Total shares saken 12'

Dated the day of 19

Witness to the above signatures,

A.B., No. 13, Chater Road, Hong Kong.

ARTICLES OF ASSOCIATION TO
ACCOMPANY THE
PRECEDING MEMORANDUM OF
ASSOCIATION.

1. The share capital of the company is two thousand dollars divided into
twenty shares of one hundred dollars each.

2. The company may by special resolution-

(a)increase the share capital by such sum to be divided into shares of
such amount as the resolution may prescribe;

(b)consolidate its shares into shares of a larger amount than its existing
shares;

(c)sub-divide its shares into shares of a smaller amount than its existing
shares;

(d)cancel any shares which at the date of the passing of the resolution
have not been taken or agreed to be taken by any person;

(e) reduce its share capital in any way.

3. The Articles of Table A set out in the First Schedule to the Companies
Ordinance, Cap. 32 of the Revised Edition (other than Articles 30, 31, 32, 33,
34, 37, and 38) shall be deemed to he incorporated with these articles and shall
apply to the company.

Names, Addresses and Descriptions of Subscribers.

1. John Jones of merchant.

2. John Smith of
3. Thomas Green of
4. John Thompson of
5. Caleb White of
6. Andrew Brown of
7. Abel Brown of

Dated the day of 19

Witness to the above signatures,







A.B., No. 13, Chater Road, Hong Kong.

SECOND SCHEDULE,

FORM OF LICENCE TO HOLD LANDS. [ss. 17 and

The Governor hereby licenses the 345.]

to hold the lands hereunder described (insert description of lands)
[or to hold lands not exceeding in the whole acres].

The conditions of this licence are (insert conditions, if any).





THIRD SCHEDULE.

[s.30.]

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE
DELIVERED To REGISTRAR BY A PRIVATE COMPANY
ON BECOMING A PUBLIC COMPANY.

COMPANIES ORDINANCE.
(Chapter 32 of the Revised Edition)

Statement in lieu of Prospectus
delivered for registration by
[Insert the name of the Company.]

Pursuant to section 30 of the Companies Ordinance. Delivered

for registration by
The nominal share capital of the Com- $
pany.
Divided into - - - - - - - - - Shares of $ each.
'
Amount (if any) of above capital which shares of $ each.
consists of redeemable preference
shares.
The date on or before which these
shares are, or are liable, to be
redeemed.
Names, descriptions and addresses of
directors or proposed directors.
Amount of shares issued - - - - - Shares
Amount of commissions paid in con-
nexion therewith.
Amount of discount, if any, allowed on
the issue of any shares, or so much
thereof as has not been written off at
the date of the statement.
Unless more than one year has elapsed
since the date on which the Company
was entitled to commence business-

Amount of preliminary expenses. $
Amount paid to any promotor - - Name of promoter.

Amount $

Consideration for the payment - - Consideration-

If the share capital of the Company is
divided into different classes of shares,
the right of voting at meetings of the
Company conferred by, and the rights
in respect of capital and dividends
attached to, the several classes of
shares respectively.

Number and amount of shares and 1. Shares of $
debentures issued within the two fully paid.
years preceding the date of this state- 2. shares upon
ment as fully or partly paid up other- which $
wise than for cash or agreed to be so per share credi-
issued at the date of this statement. ted as paid.
Consideration for the issue of those 3. debenture $

shares or debentures. 4. Consideration-











Names and addresses of Vendors of
Property (1) purchased or acquired
by the Company within the two years
preceding the date of this statement
or (2) agreed or proposed to be pur-
eased or acquired by the Company.
Amount (in cash, shares or debentures)
paid or payable to each separate
vendor.
Amount paid or payable in cash, shares Total purchase price
or debentures for any such property, $

specifying the arnount paid or payable Cash - - - - $
for goodwill. Shares - - - $

Debentures $
Goodwill $

Dates of, and parties to, every material
contract (other than contracts entered into
in the ordinary course of business or entered
into more than two years before the delivery
of this statement).

Time and place at which the contracts of
copies thereof may be inspected.

Names and addresses of the auditors of

the Company.

Full particulars of the nature and extent of the
interest of every director in any property
purchased or acquired by the Company
within the two years preceding the date of
this statement or proposed to be purchased
or acquired by the Company or, where the
interest of such a director consists in being a
partner in a firm, the nature and extent of
the interest of the firm, with a statement of
all sums paid or agreed to be paid to him or
to the firm in cash or shares, or otherwise,
by any person either to induce him to
become or to qualify him as a director, or
otherwise for services rendered or to be
rendered to the Company by him or by the
firm.

Rates of the dividends (if any) paid by the
Company in respect of each class of shares
in the Company in each of the three
financial years immediately preceding the
date of this statement or since the
incorporation of the Company whichever
period is the shorter.

Particulars of the cases in which no dividends
have been paid in respect of any class of
shares in any of these years.

If any of the unissued shares or debentures are
to be applied in the purchase of any business
the amount, as certified by the persons by
whom the accounts of the business have been





audited, of the net profits of the business in
respect of each of the three financial years
immediately preceding the date of this
statement, provided that in the case of a
business which has been carried on for less
than three years and the accounts of which
have only been made up in respect of two
years or one year the above requirement
shall have effect as if references to two
years or one year, as the case may be, were
substituted for references to three years,
and in any such case the statement shall say
how long the business to be acquired has
been carried on.

(Signatures of the persons above-named as
directors or proposed directors or of their
agents authorized in writing.)

Date

NOTE-In this Form the expression 'vendor' includes a vendor as defined
in Part III of the Fourth Schedule to this Ordinance, and the expression
'financial year' has the meaning assigned to it in that Part of the said Schedule.

FOURTH SCHEDULE.

PART I. [ss. 38 and
328.]

MATTERS REQUIRED TO BE STATED IN
PROSPECTUS.

1. Except where the prospectus is published as a newspaper
advertisement, the contents of the memorandum, with the names, descriptions,
and addresses of the signatories, and the number of shares subscribed for by
them respectively.

2. The number of founders or management or deferred shares, if any, and
the nature and extent of the interest of the holders in the property and profits
of the company.

3. The number of shares, if any, fixed by the articles as the qualification
of a director, and any provision in the articles as to the remuneration of the
directors.

4. The names, descriptions, and addresses of the directors or proposed
directors.





5. Where shares are offered to the public for subscription particulars as
to-

(a)the minimum amount which, in the opinion of the directors, must be
raised by the issue of those shares in order to provide the sums, or,
if any part thereof is to be defrayed in any other manner, the balance
of the sums required to be provided in respect of each of the
following matters-

(i) the purchase price of any property purchased or to be
purchased which is to be defrayed in whole or in part out of the
proceeds of the issue;

(ii) any preliminary expenses payable by the company, and any
commission so payable to any person in consideration of his agreeing
to subscribe for, or of his procuring or agreeing to procure
subscriptions for, any shares in the company;

(iii) the repayment of any moneys borrowed by the company in
respect of any of the foregoing matters;

(iv) working capital; and

(b)the amounts to be provided in respect of the matters aforesaid
otherwise than out of the proceeds of the issue and the sources out
of which those amounts are to be provided.

6. The amount payable on application and allotment on each share, and,
in the case of a second or subsequent offer of shares, the amount offered for
subscription on each previous allotment made within the two preceding years,
the amount actually allotted, and the amount, if any, paid on the shares so
allotted.

7. The number and amount of shares and debentures which within the
two preceding years have been issued, or agreed to be issued, as fully or partly
paid up otherwise than in cash, and in the latter case the extent to which they
are so paid up, and in either case the consideration for which, those shares or
debentures have been issued or are proposed or intended to be issued.

8. The names and addresses of the vendors of any property purchased or
acquired by the company, or proposed so to be purchased or acquired, which
is to be paid for wholly or partly out of the proceeds ot the issue offered for
subscription by the prospectus, or the purchase or acquisition of which has
not been completed at the date of issue of the prospectus, and the amount
payable in cash, shares, or debentures, to the vendor, and where there is more
than one separate vendor, or the company is a subpurchaser, the amount so
payable to each vendor.

9, The amount, if any, paid or payable as purchase money In cash,
shares, or debentures, for any such property as aforesaid, specifying the
amount, if any, payable for goodwill.

10. The amount, if any, paid within the two preceding years, or payable,
as commission (but not including commission to sub-underwriters) for
subscribing or agreeing to subscribe, or procuring or agreeing to procure
subscriptions, for any shares in, or debentures of, the company, or the rate of
any such commission.

11. The amount or estimated amount of preliminary expenses.

12. The amount paid within the two preceding years or intended to he
paid to any promoter, and the consideration for any such

payment.







13. The dates of and parties to every material contract, not being a
contract entered into in the ordinary course of the business carried on or
intended to be carried on by the company or a contract entered into more than
two years before the date of issue of the prospectus, and a reasonable time and
place at which any such material contract or a copy thereof may be inspected.





14. The names and addresses of the auditors, if any, of the company.

15. Full particulars of the nature and extent of the interest, if any, of
every director in the promotion of, or in the property proposed to be acquired
by, the company, or, where the interest of such a director consists in being a
partner in a firm, the nature and extent of the interest of the firm, with a
statement of all sums paid or agreed to be paid to him or to the firm in cash or
shares or otherwise by any person either to induce him to become, or to
qualify him as a director, or, otherwise for services rendered by him or by the
firm in connexion with the promotion or formation of the company.

16. If the prospectus invites the public to subscribe for shares in the
company and the share capital of the company is divided into different classes
of shares, the right of voting at meetings of the company conferred by, and the
rights in respect of capital and dividends attached to, the several classes of
shares respectively.

17. In the case of a company which has been carrying on business, or of a
business which has been carried on for less than three years, the length of time
during which the business of the company or the business to be acquired, as
the case may be, has been carried on.

PART II.

REPORTS TO BE SET OUT IN PROSPECTUS.

1. A report by the auditors of the company with respect to the profits of
the company in respect of each of the three financial years immediately
preceding the issue of the prospectus, and vith respect to the rates of the
dividends, if any, paid by the company in respect of each class of shares in the
company in respect of each of the said three years, giving particulars of each
such class of shares on which such dividends have been paid and particulars of
the cases in which no dividends have been paid in respect of any class of shares
in respect of any of those years, and, if no accounts have been made up in
respect of any part of the period of three years ending on a date three months
before the issue of the prospectus, containing a statement of that fact.

2. If the proceeds, or any part of the proceeds, of the issue of the shares
or debentures are or is to be applied directly or indirectly in the purchase of
any business, a report made by accountants who shall be named in the
prospectus upon the profits of the business in respect of each of the three
financial years immediately preceding the issue of the prospectus.



PART III.

PROVISIONS APPLYING TO PARTS I AND II OF SCHEDULE.

1. The provisions of this Selnedule with respect to the memorandum and
the qualification, remuneration and interest of directors, the names,
descriptions and addresses of directors or proposed directors, and the amount
or estimated amount of the preliminary expenses, shall not apply in the case of
a prospectus issued more than two years after the date at which the company
is entitled to commence business.

2. Every person shall for the purposes of this Schedule be deemed to be a
vendor who has entered into any contract, absolute or conditional, for the sale
or purchase, or for any option of purchase, of any property to be acquired by
the company, in any case where-





(a)the purchase money is not fully paid at the date of the issue of the
prospectus,

(b)the purchase money is to be paid or satisfied wholly or in part out
of the proceeds of the issue offered for subscription by the
prospectus;

(e)the contract depends for its validity or fulfilment on the result of
that issue.

3. Where any property to be acquired by the company is to be taken on
lease, this Schedule shall have effect as if the expression 'vendor' included the
lessor, and the expression 'purchase money' included the consideration for the
lease, and the expression 'sub-purchaser' included a sub-lessee.

4. For the purposes of paragraph 8 of Part I of this Schedule where the
vendors or any of them are a firm, the members of the firm shall not be treated
as separate vendors.

5. If in the case of a company which has been carrying on business, or of
a business which has been carried on for less than three years, the accounts of
the company or business have only been made up in respect of two years or
one year, Part II of this Schedule shall have effect as if references to two years
or one year, as the case may be, were substituted for references to three years.

6. The expression 'financial year' in Part II of this Schedule means the
year in respect of which the accounts of the company or of the business, as
the case may be, are made up, and where by reason of any alteration of the
date on which the financial year of the company or business terminates the
accounts of the company or business have been made up for a period greater
or less than a year, that greater or less period shall for the purpose of the said
Part of this Schedule be deemed to be a financial year.

FIFTH SCHEDULE. [s. 43.]

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO
BE
DELIVERED TO REGISTRAR BY A COMPANY WHICH
DOES NOT ISSUE A PROSPECTUS OR WHICH DOES NOT
GO To ALLOTMENT ON A PROSPECTUS ISSUED.

COMPANIES ORDINANCE.
(Chapter 32 of the Revised Edition)

Statement in lieu of Prospectus
delivered for registration by
[Insert the name of the company.]

Pursuant to section 43 of the Companies Ordinance.

Delivered for registration by
The nominal share, capital of the $

Company.

Divided into - - - - - - - - - Shares of $ each.





Amount (if any) of above capital which Shares of $ each.
consists of redeemable preference
shares.
The date on or before which these
shares are, or are liable, to be re-
deemed.
Names, descriptions and addresses of
directors or proposed directors.
If the share capital of the Company is
divided into different classes of
shares, the right of voting at meet-
ings of the Company conferred by,
and the rights in respect of capital
and dividends attached to, the several
classes of shares respectively.

Number and amount of shares and 1. shares of $
debentures agreed to be issued as fully paid
fully or partly paid up otherwise than 2. shares upon
in cash. which $
The consideration for the intended issue per share credited
of those shares and debentures. as paid.
3. debenture $
Names and addresses of vendors of 4, Consideration---
property purchased or acquired, or
proposed to be purchased or acquired
by the Company.
Amount (in cash, shares, or debentures)
payable to each separate vendor.

Amount (if any) paid or payable (in Total purchase price
cash or shares or debentures) for any $
such property, specifying amount (if Cash - - - - $

any) paid or payable for goodwill. Shares - - - $

Debentures $
Goodwill $
Amount (if any) paid or payable as Amount paid.
commission for subscribing or agree- payable.
ing to subscribe or procuring or
agreeing to procure subscriptions for
any shares or debentures in the Com-
pany; or
Rate of the commission - - - - - Rate per cent.
The number of shares, if any, which
persons have agreed for a commis-
sion to subscribe absolutely.
Estimated amount of preliminary ex- $
penses.
Amount paid or intended to be paid to Name of promoter.
any promoter. Amount $
Consideration for the payment. Consideration---
Dates of, and parties to, every material
contract (other than contracts entered
into in the ordinary course of the
business intended to be carried on by
the Company or entered into more
than two years before the delivery of
this statement).
Time and place at which the contracts
or copies thereof may be inspected.
Names and addresses of the auditors
of the Company (if any).





Full particulars of the nature and extent of the
interest of every director in the promotion
of or in the property proposed to be
acquired by the Company, or, where the
interest of such a director consists in being
a partner in a firm, the nature and extent of
the interest of the firm, with a statement of
all sums paid or agreed to be paid to him or
to the firm in cash or shares, or otherwise,
by any person either to induce him to
become, or to qualify him as, a director, or
otherwise for services rendered by him or
by the firm in connexion with the
promotion or formation of the Company.

If it is proposed to acquire any business, the
amount, as certified by the persons by
whom the accounts of the business have
been audited, of the net profits of the
business in respect of each of the three
financial years immediately preceding the
date of this statement provided that in the
case of a business which has been carried
on for less ihan three years and the
accounts of which have only been made up
in respect of two years or one year the
above requirement shall have effect as if
references to two years or one year, as the
case may be, were substituted for
references to three years, and in any such
case the statement shall say how long the
business to be acquired has been carried on.

(Signatures of the persons above-named as
directors or proposed directors, or of their
agents authorized in writing.)

Date

NOTE-In this Schedule the expression 'vendor' includes a vendor as
defined in Part III of the Fourth Schedule to this Ordinance and the
expression 'financial year' has the meaning assigned to it in that Part of the
said Schedule.

SIXTH SCHEDULE. [ss. 107 and
345.]

FORm OF ANNUAL RETURN OF A COMPANY
HAVING
A SHARE CAPITAL.

Annual Return of the Company, Limited

made up to the day of 19

(being the date of the first or only ordinary general meeting in
19 ).





The address of the registered office of the Company is as follows

Summary of Share Capital and Shares.

shares of

Nominal Share Capital $ $ each.

divided into* shares of
$ each.

Total number of shares taken up* to the
day of 19 being the date of
the return (which number must agree with the
total shown in the list as held by existing
members).

Number of shares issued subject to payment wholly in cash.

Number of shares issued as fully paid up otherwise than in cash.

Number of shares issued as partly paid up to the
extent of per share otherwise than in
cash.

Number of shares (if any) issued at
a discount.

Total amount of discount on the issue of shares $ which has not
been written off at the date of

this Return.

There has been called up on $
each of shares.
There has been called up on $
each of shares.
There has been called up on $
each of shares,
Total amount of calls received, including payments $
on application and allotment.
Total amount (if any) agreed to be considered as $
paid on shares which have been
issued as fully paid up otherwise than in cash.
Total amount (if any) agreed to be considered as $
paid on shares which have been
issued as partly paid up to the extent of
per share otherwise than in cash.
Total amount of calls unpaid - - - - - - - - $
Total amount of the sums (if any) paid by way $
of commission in respect of any shares or
debentures or allowed by way of discount in
respect of any debentures since the date of the
last Return.

* Where there are shares of different kinds or amounts (e.g., Preference and Ordinary or
$100 and $10) state the number and nominal values separately. If the shares are of difTerent
kinds, state thein separately. Where various amounts have been called, or there are shares of
different kinds, state them separately.

Include what has been received on forfeited as well as on existing shares.





Total number of shares forfeited
Total amount paid (if any) on shares forfeited $
Total amount of shares for which share warrants $
to bearer are outstanding.
Total amount of share warrants to bearer issued Issued $
and surrendered respectively since the date of Surrendered
the last Return. $
Number of shares comprised in each share warrant
to bearer.
Total amount of the indebtedness of the Company $
in respect of all mortgages and charges of the
kind which are required to be registered with
the Registrar of Companies under the Companies
Ordinance (Cap. 32 of the Revised Edition).

Copy of last audited Balance Sheet of the Company.

NOTE-Except where the Company is a 'Private Company' within the
meaning of section 29 of the Conpanies Ordinance, this Return must include a
written copy, certified by a Director or by the Manager or Secretary of the
Company to be a true copy, of the last balance sheet which have been audited
by the Company's auditors (including every document required by law to be
annexed thereto) together with a copy of the report of the auditors thereon
(certified as aforesaid), and if any such balance sheet is in a foreign language
there must also be annexed to it a translation thereof in English certified in the
prescribed manner to be a correct translation. If the said last balance sheet did
not comply with the requirements of the law as in force at the date of the audit
with respect to the form of balance sheets there must be made such additions
to and corrections in the said copy as would have been required to he made in
the said balance sheet in order to make it comply with the said requirements,
and the fact that the said copy has been so amended must he stated thereon.

Private Company.

Certificates to be given by a Private Company.

A. 'I certify that the Company has not since the date of the '1last Annual
Return issued any invitation to the public to subscribe 'for any shares or
debentures of the Company.'

(Signature)

(State whether Director or Secretary.)

B. Should the number of members of the Company exceed fifty the
following certificate is also required

'I certify that the excess of members of the Company above 'fifty consists
wholly of persons who are in the employment 'of the Company and/or
of persons who, having been 'formerly in the employment of the
Company were while 'in such employment, and have continued after
the 'determination of such employment to be, members of the
'Company.'

(Signature)

(State whether Director or Secretary.)

1 In the case of the first Annual Return strike out the vords 'last Annual Return' and substitute
therefor the words 'Incorporation of the Company.'





NOTE - Banking companies must add a list of all their places of business.

The Return must be signed at the end by a Director or by the Manager or
Secretary of the Company.

Delivered for filing by

Particulars of the *Directors of the Company, Limited, at
the date of the Annual Return.


'Director' includes any person who occupies the position of a Director by whatever name
called and any person in accordance with whose directions or instructions the Directors of a
Company are accustomed to act.

In the case of a Corporation its corporate name and reotered or principal office should be
shown.

In the case of an individual who has no business occupation but holds any other
directorship or directorships Particulars of that directorship or of some one of those directorships
must he entered.





List of Persons holding Shares in the Company,
Limited, on the day of 19 and of Persons who have held

Shares therein at any time since the date of the last Return, or (in the case of the first Return) of the incorporation of the
Company, showing their Names and Addresses, and an Account of the Shares so held.

N.B.-If the names in this list are not arranged in alphabetical order, an index sufficient to enable the name of any person in the
list to he
readily found must be annexed to this list.

(Signature)
(State whether Director or Manager or Secretary)

The aggregate Number of Shares held, and not the Distinctive Numbers, must be stated, and the column must he added up throughout so
as to make one total to agree with that
stated in the Summary to have been taken up.

When the Shares are of classes these columns may be subdivided so that the number of each class held, or transferred, may be
shown separately. Where any Shares have been
converted into Stock the amount of Stock held by each member must be shown.

* The date of Registration of each Transfer should be given as well as the Number of Shares transferred on each date. The
Particulars should be placed opposite the name of the
Transferor, and not opposite that of the Transferee, but the name of the Transferee may be inserted in the 'Remarks' column
immediately oppocite the particulars of each Transfer.





7th Schedule. SEVENTH SCHEDULE. [s. 130.]

FORM OF STATEMENT to be published by BANKING
and INSURANCE COMPANIES and DEPOSIT,
PROVIDENT, or BENEFIT SOCIETIES.

*The share capital of the company is

divided into shares of each.

The number of shares issued is
Calls to the amount of dollars per share have been
made, under which the sum of dollars has been
received.

Theliabilities of the company on the first day of January (or July) were,

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 wereGovernment
securities [stating them] Bills of exchange and
promissory notes, $ Cash at the bankers, $
Other securities, $

If the company has no share capital the portion of the statement relating to capital and
shares must be omitted.

EIGHTH SCHEDULE. [s. 247.]

PROVISIONS WHICH DO NOT APPLY IN THE CASE OF A

WINDING UP SUBJECT TO SUPERVISION OF THE COURT.
Section

175. Statement of Companies affairs to be submitted to Official
Receiver.
176. Report by Official Receiver.
177. Power of Court to appoint Liquidator.
178 Appointment and powers of provisional Liquidator.
Appointment, style, &c., of Liquidators in winding up.
180. Provisions where person other than Official Receiver is appointed
Liquidator.

181 except

ss. (5). General provisions as to Liquidators.
185. Exercise and control of Liquidators' powers.
186. Books to be kept by Liquidator.,
187. Payments of Liquidator into bank or Treasury.
188. Audit of Liquidators' accounts.
189. Control of Official Receiver over Liquidators.
190. Release of Liquidators.
191. Meeting of creditors and contributories to determine whether
committee of inspection shall be appointed.
192. Constitution and proceedings of committee of inspection.
193. Powers of the Court where no committee of inspection.
201. Appointment of special manager.
207. Power to order public examination of promoters, directors, &c.
208. Power to restrain fraudulent persons from managing companies.
211. Delegation to Liquidator of certain powers of court.






283. Power to appoint Official Receiver as receiver for debenture
holders or creditors.





NINTH SCHEDULE. [sa. 289, 803,
345.]

TABLE OF FEES TO BE PAID TO THE
REGISTRAR OF COMPANIES.
I. - BY A COMPANY HAVING A SHARE CAPITAL.
...................................$
For registration of a company whose nominal share capital
does not exceed $10,000 ...........50.00
For registration of a company whose nominal share capital
exceeds $10,000, the following fees, regulated according
to the amount of nominal share capital (that is to say);
$ c.

For the first $10,000 of nominal capital 50.00
For every $5,000 of nominal share capital,

or part of $5,000, up to $25,000 10.00
For every $10,000 of nominal share

capital, or part of $10,000, after the

first $25,000, up to $500,000 3.00
For every $10,000 of nominal share
capital, or part of $10,000, after the
first $500,000 ..........1.00

For registration of any increase of share capital made after
the first registration of the company, the same fees
per $10,000, or part of a $10,000, as would have been
payable if the increased share capital had formed part
of the original share capital at the time of registration:
Provided that no company shall be liable to pay in respect
of nominal share capital, on registration or afterwards,
any greater amount of fees than 500 dollars taking into
account in the case of fees payable on an increase of
share capital after registration the fees paid on
registration:
For registration of any existing company, except such
companies as are by this Ordinance exempted from
payment of fees in respect of registration under this
Ordinance, the same fee as is charged for registering
a new company
For registering any document by this Ordinance required
or authorized to be registered or required to be
delivered sent or forwarded to the Registrar other than
the memorandum or the abstract required to be delivered
to the Registrar by a receiver or manager or the state-
ment required to be sent to the Registrar by the
liquidator in a winding up .........3.00
For making a record of any fact by this Ordinance required
or authorized to be recorded by the Registrar 5.00

II.-BY A COMPANY NOT HAVING A SHARE CAPITAL.

For registration of a company whose number of members
as stated in the articles does not exceed 25 50.00
For registration of a company whose number of members as
stated in the articles exceeds 25, but does not exceed

100 ...................... ....100.00

For registration of a company whose number of members
as stated in the articles exceeds 100 but is not stated
to be unlimited, a fee of $100 with an additional $5






for every additional 50 members or less after the
first 100
a company in
For registration of which the number
members is stated in the articles to be unlimited 300.00





CAP. 32]
Companies.


For registration of any increase on the number of members $ c.

made after the registration of the company in respect

of every 50 members, or less than 50 members, of that
increase ...........................5.00
Provided that no company shall be liable to pay on the
whole a greater fee than $300 in respect of its number
of members, taking into account the fee paid on the
first registration of the company.
For registration of any existing company, except such
companies as are by this Ordinance exempted from
payment of fees in respect of registration under this
Ordinance, the same fee as is charged for registering
a new company.
For registering any document by this Ordinance required
or authorized to be registered or required to be deliver-
ed, sent or forwarded to the Registrar, other than the
memorandum or the abstract required to be delivered to
the Registrar by a receiver or manager or the statement
required to be sent to the Registrar by the liquidator
in a winding up ....................3.00
For making a record of any fact by this Ordinance required
or authorized to be recorded by the Registrar 5.00
III.-BY A COMPANY TO WHICH PART XI OF THIS
ORDINANCE APPLIES.
For registering any document required to be delivered to
the registrar under Part XI of this Ordinance 5.00

TENTH SCHEDULE. [s. 334.]

PROVISIONS REFERRED TO IN SECTION 334
OF TRE ORDINANCE.

Section Provisions relating to-
18. Conclusiveness of certificate of incorporation;
38. Specific requirements as to particulars in prospectus;
43. Prohibition of allotment in certain cases unless statement
in lieu of prospectus delivered to Registrar;
45. Return as to allotments;
80. Registration of charges created by company registered in
the Colony;
81 (1). Duty of company to register charges created by company;
82. Duty of company to register charges existing on property
acquired;
91. Application of Part III to companies incorporated outside
the Colony;
94. Restrictions on commencement of business;
107 (3) (n) The particulars as to directors and indebtedness of the
(o). company;
112. Statutory meeting and statutory report;
133 (1) (2). Auditors' report and right to information and explanations;
139. Restrictions on appointment or advertisement of director;
238. Notice by liquidator of his appointment;
286. Delivery to Registrar of accounts of receivers and managers;
318. Documents, &c., to be delivered to Registrar by companies
carrying on business in the Colony;
320. Return to be delivered to Registrar where documents, &c.,
altered;
business in the
.21. Balance sheet of company carrying on
Colony;
322. Obligation to state name of company, &c.
39 of 1932. 29 of 1933. 24 of 1935. 15 of 1936. 1 of 1949. 9 of 1950. 22 of 1950. 24 of 1950. Short title. Interpretation. 19 & 20 Geo. 5, c. 23, s. 380. 1 of 1949, s. 22. (1 of 1865.) (58 of 1911.) Application. 1 of 1949, s. 2. Mode of forming incorporated company. [s. 4 cont.] 19 & 20 Geo. 5, c. 23, s. 1. Requirements with respect to memorandum. 19 & 20 Geo. 5, c. 23, s. 2. 1 of 1949, s. 3. Stamp and signature of memorature of memorandum. Ibid. s.. 3. Restriction on alteration of memorandum. Ibid. s. 4. Mode in which and extent to which objects of company may be altered. 19 & 20 Geo. 5, c. 23, s. 5. [s. 8 cont.] Articles prescribing regulations for companies. 19 & 20 Geo. 5, c. 23, s. 6. Regulations required in case of unlimited company or company limited by guarantee. 19 & 20 Geo. 5, c. 23, s. 7. Adoption and application of Table A. 19 & 20 Geo. 5, c. 23, s. 8. [s. 11 cont.] Printing, stamp, and signature of articles. 19 & 20 Geo. 5, c. 23, s. 9. Alteration of articles by special resolution. 19 & 20 Geo. 5, c. 23, s. 10. Statutory forms of memorandum and articles, 19 & 20 Geo 5, c. 23, s. 11. First Schedule. registration of memorandum and articles. ibid. s. 12. Effect of registration. 19 & 20 Geo. 5, c. 23, s. 13. Power of company to hold lands. 19 & 20 Geo. 5, c. 23, s. 14. Second Schedule. Conclusiveness of certificate of incorporation. 19 & 20 Geo. 5, c. 23, s. 15. Registration of unlimited company as limited. 19 & 20 Geo. 5, c. 23, s. 16. Restriction on registration of companies by certain names. 19 & 20 Geo. 5, c. 23, s. 17. 1 of 1949, s. 4. 15 of 1936, s. 2. Power to dispense with 'Limited' in name of charitable and other companies. 19 & 20 Geo. 5, c. 23, s. 18. [s. 21 cont.] Change of name. 19 & 20 Geo. 5, c. 23, s. 19. 1 of 1949, s. 5. Effect of memorandum and articles. 19 & 20 Geo. 5, c. 23, s. 20. Provision as to memorandum and articles of companies limited by guarantee. 19 & 20 Geo. 5, c. 23, s. 21. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent. ibid. s. 22. Copies of memorandum and aricles to be given to members. 19 & 20 Geo. 5, c. 23, s. 23. Issued copies f memorandum to embody alterations. 19 & 20 Geo. 5, c. 23, s. 24. 22 of 1950, Schedule. Definition of member. 19 & 20 Geo. 5, c. 23, s. 25. Meaning of private company. 19 & 20 Geo. 5, c. 23, s. 26. Circumstances in which company ceases to be, or to enjoy privileges of, a private company. 19 & 20 Geo. 5, c. 23, s. 27. Third Schedule. Prohibition of carrying on business with fewer than seven or, in the case of a private company, two members. 19 & 20 Geo. 5, c. 23, s. 28. Form of contracts. 19 & 20 Geo. 5, c. 23, s. 29. Bills of exchange and promissory notes. 19 & 20 Geo. 5, c. 23, s. 30. Execution of deeds abroad. 19 & 20 Geo. 5, c. 23, s. 31. 1 of 1949, s. 6. Power for company to have official seal for use abroad. 19 & 20 Geo. 5, c. 23, s. 32. 1 of 1949, s. 7. Authentication of documents. 19 & 20 Geo. 5, c. 23, s. 33. Dating and registration of prospectus. 19 & 20 Geo. 5, c. 23, s. 34. Specific requirements as to particulars in prospectus. 19 & 20 Geo. 5, c. 23, s. 35. Fourth Schedule. Fourth Schedule. [s. 38 cont.] Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus. 19 & 20 Geo. 5, c. 23, s. 36. Liability for statement in prospectus. 19 & 20 Geo. 5, c. 23, s. 37. [s. 40 cont.] Document containing offer of shares or debentures for sale to be deemed prospectus. 19 & 20 Geo. 5, c. 23, s. 38. Prohibition of allotment unless minimum subscription received. [s. 42 cont.] 19 & 20 Geo. 5, c. 23, s. 39. Fourth Schedule. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar. 19 & 20 Geo. 5, c. 23, s. 40. Fifth Schedule. 22 of 1950, Schedule. Effect of irregular allotment. 19 & 20 Geo. 5, c. 23, s. 41. Return as to allotments. 19 & 20 Geo. 5, c. 23, s. 42. [s. 45 cont.] (Cap. 117.) Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c. 19 & 20 Geo. 5, c. 23, s. 43. [s. 46 cont.] 22 of 1950, Schedule. Statement in balance sheet as to commissions and discounts. 19 & 20 Geo. 5, c. 23, s. 44. Prohibition of provision of financial assistance by company for purchase of its own shares. 19 & 20 Geo. 5, c. 23, s. 45. 22 of 1950, Schedule. Power to issue redeemable preference shares. 19 & 20 Geo. 5, c. 23, s. 46. [s. 49 cont.] 22 of 1950, Schedule. Power to issue shares at a discount. 19 & 20 Geo. 5, c. 23, s. 47. Power of company to arrange for different amounts being paid on shares. 19 & 20 Geo. 5, c. 23, s. 48. Reserve liability of limited company. 19 & 20 Geo. 5, c. 23, s. 49. Power of company limited by shares to alter its share capital. 19 & 20 Geo. 5, c. 23, s. 50. Notice to Registrar of consolidation of share capital, conversion of shares into stock, &c. 19 & 20 Geo. 5, c. 23, s. 51. Notice of increase of share capital. 19 & 20 Geo. 5, c. 23, s. 52. Power of unlimited company to provide for reserve share capital on re-registration. 19 & 20 Geo. 5, c. 23, s. 53. Power of company to pay interest out of capital in certain cases. 19 & 20 Geo. 5, c. 23, s. 54. 22 of 1950, Schedule. Special resolution for reduction of share capital. 19 & 20 Geo. 5, c. 23, s. 55. Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors. 19 & 20 Geo. 5, c. 23, s. 56. [s. 59 cont.] Order confirming reduction and powers of court on making such order. 19 & 20 Geo. 5, c. 23, s. 57. Registration of order and minute of reduction. 19 & 20 Geo. 5, c. 23, s. 58. [s. 61 cont.] Liability of members in respect of reduced shares. 19 & 20 Geo. 5, c. 23, s. 59. Penalty on concealment of name of creditor. 19 & 20 Geo. 5, c. 23, s. 60. Rights of holders of special classes of shares. 19 & 20 Geo. 5, c. 23, s. 61. [s. 64 cont.] Nature of shares. 19 & 20 Geo. 5, c. 23, s. 62. Transfer not to be registered except on production instrument of transfer. 19 & 20 Geo. 5, c. 23, s. 63. Transfer by personal representative. 19 & 20 Geo. 5, c. 23, s. 64. Registration of transfer at request of transferor. 19 & 20 Geo. 5, c. 23, s. 65. Notice of refusal to register transfer. 19 & 20 Geo. 5, c. 23, s. 66. Duties of company with respect to issue of certificates. 19 & 20 Geo. 5, c. 23, s. 67. Certificate to be evidence title. Ibid. s. 68. [s. 71 cont.] Evidence of grant of probate. Ibid. s. 69. Issue and effect of share warrants to bearer. 19 & 20 Geo. 5, c. 23, s. 70. Penalty for Personation of shareholder. 19 & 20 Geo. 5, c. 23, s. 71. Right of debenture holders and shareholders to inspect register of debenture holders and to have copies of trust deed. 19 & 20 Geo. 5, c. 23, s. 73. 22 of 1950, Schedule. Perpetual debentures. 19 & 20 Geo. 5, c. 23, s. 74. Power to re-issue redeemed debentures in certain cases. 19 & 20 Geo. 5, c. 23, s. 75. (58 of 1911.) Specific performance of contracts to subscribe for debentures. Ibid. s. 76. Payment of certain debts out of assets subject to floating charge in priority to claims under the charge. 19 & 20 Geo. 5, c. 23, s. 78. Registration of charges created by companies registered in the Colony. 19 & 20 Geo. 5, c. 23, s. 79. 1 of 1949, s. 8. 1 of 1949, s. 8. [s. 80 cont.] Duty of company to register charges created by company. 19 & 20 Geo. 5, c. 23, s. 80. Duty of company to register charges existing on property acquired. 19 & 20 Geo. 5, c. 23, s. 81. 1 of 1949, s. 9. Register of charges to be kept by Registrar. 19 & 20 Geo. 5, c. 23, s. 82. [s. 83 cont.] Endorsement of certificate of registration on debentures. 19 & 20 Geo. 5, c. 23, s. 83. 22 of 1950, Schedule. Entry of satisfaction. 19 & 20 Geo. 5, c. 23, s. 84. Rectification of register of charges. 19 & 20 Geo. 5, c. 23, s. 85. Registration of enforcement of security. 19 & 20 Geo. 5, c. 23, s. 86. Copies of instruments creating charges to be kept by company. 19 & 20 Geo. 5, c. 23, s. 87. Company's register of charges. 19 & 20 Geo. 5, c. 23, s. 88. 22 of 1950, Schedule. Right to inspect copies of instruments creating mortgages and charges and company's register of charges. 19 & 20 Geo. 5, c. 23, s. 89. 22 of 1950, Schedule. Application of Part III to company incorporated outside the Colony. 19 & 20 Geo. 5, c. 23, s. 90. Registered office of company. 19 & 20 Geo. 5, c. 23, s. 92. 1 of 1949, s. 10. Publication of name by company. 19 & 20 Geo. 5, c. 23, s. 93. [s. 93 cont.] 24 of 1935, s. 2. 1 of 1949, s. 11. 22 of 1950, Schedule. 22 of 1950, Schedule. Restrictions on commencement of business. 19 & 20 Geo. 5, c. 23, s. 94. [s. 94 cont.] 29 of 1933, s. 2. Register of members. 19 & 20 Geo. 5, c. 23, s. 95. [s. 95 cont.] Index of members of company. 19 & 20 Geo. 5, c. 23, s. 96. Provisions as to entries in register in relation to share warrants. 19 & 20 Geo. 5, c. 23, s. 97. Inspection of register of members. 19 & 20 Geo. 5, c. 23, s. 98. [s. 98 cont.] 22 of 1950, Schedule. Power to close register. 19 & 20 Geo. 5, c. 23, s. 99. Power of court to rectify register. 19 & 20 Geo. 5, c. 23, s. 100. Trusts not to be entered on register. Ibid. s. 101. Register to be evidence. Ibid. s. 102. Power for company to keep local or branch register. 19 & 20 Geo. 5, c. 23, s. 103. 1 of 1949, s. 12. 1 of 1949, s. 12. [s. 103 cont.] Regulations as to branch register. 19 & 20 Geo. 5, c. 23, s. 104. Exemption from certain duties in case of shares registered in local or branch registers. Ibid. s. 105. (Cap. 111.) Provisions as to branch registers of companies kept in the Colony. 19 & 20 Geo. 5, c. 23, s. 107. Annual return to be made by company having a share capital. 19 & 20 Geo. 5, c. 23, s. 108. [s. 107 cont.] Sixth Schedule. Annual return to be made by company not having share capital. 19 & 20 Geo. 5, c. 23, s. 109. General provisions as to annual returns. 19 & 20 Geo. 5, c. 23, s. 110. Certificates to be sent by private company with annual return. 19 & 20 Geo. 5, c. 23, s. 111. Annual general meeting. 19 & 20 Geo. 5, c. 23, s. 112. [s. 111 cont.] Statutory meeting and statutory report. 19 & 20 Geo. 5, c. 23, s. 113. Convening of extraordinary general meeting on requisition. 19 & 20 Geo. 5, c. 23, s. 114. [s. 113 cont.] Provisions as to meetings and votes. 19 & 20 Geo. 5, c. 23, s. 115. Representation of companies at meetings of other companies and of creditors. 19 & 20 Geo. 5, c. 23, s. 116. [s. 115 cont.] Provisions as to extraordinary and special resolutions. 19 & 20 geo. 5, c. 23, s. 117. Registration and copies of certain resolutions and agreements. 19 & 20 Geo. 5, c. 23, s. 118. [s. 117 cont.] 22 of 1950, Schedule. Resolutions passed at adjourned meetings. 19 & 20 Geo. 5, c. 23, s. 119. Minutes of proceedings of meetings and directors. 19 & 20 Geo. 5, c. 23, s. 120. Inspection of minute books. 19 & 20 Geo. 5, c. 23, s. 121. 22 of 1950, Schedule. Keeping of books of account. [cf. 19 & 20 Geo. 5, c. 23, s. 122.] [s. 121 cont.] Profit and loss account and balance sheet. 19 & 20 Geo. 5, c. 23, s. 123. [s. 122 cont.] Contents of balance sheet. 19 & 20 Geo. 5, c. 23, s. 124. Assests consisting of shares in subsidiary companies to be set out separately in balance sheet. 19 & 20 Geo 5, c. 23, s. 125. Balance sheet to include particulars as to subsidiary companies. 19 & 20 Geo. 5, c. 23, s. 126. [s. 125 cont.] Meaning of subsidiary company. 19 & 20 Geo. 5, c. 23, s. 127. Accounts to contain particulars as to loans to, and remuneration of, directors, &c. 19 & 20 Geo 5, c. 23, s. 128. [s. 127 cont.] Signing of balance sheet. 19 & 20 Geo. 5, c. 23, s. 129. 22 of 1950, Schedule. Right to receive copies of balance sheets and auditors' report. 19 & 20 Geo. 5, c. 23, s. 130. Banking and certain other companies to publish periodical statement. 19 & 20 Geo. 5, c. 23, s. 131. Seventh Schedule. 22 of 1950, Schedule. (Cap. 36). (Cap. 34). Appointment and remuneration of auditors. 19 & 20 Geo. 5, c. 23, s. 132. 1 of 1949, s. 13. [s. 131 cont.] Disqualification for appointment as auditor. 19 & 20 Geo. 5, c. 23, s. 133. 22 of 1950, Schedule. Auditor's report and auditors' right of access to books and right to attend general meetings. 19 & 20 Geo. 5, c. 23, s. 134. 1 of 1949, s. 14. [s. 133 cont.] 1 of 1949, s. 14. Investigation of affairs of company by inspectors. 19 & 20 Geo. 5, c. 23, s. 135. 29 of 1933, s. 3. Proceedings on report by inspectors. 19 & 20 Geo. 5, c. 23, s. 136. [s. 135 cont.] Power of company to appoint inspectors. 19 & 20 Geo. 5, c. 23, s. 137. Report of inspectors to be evidence. 19 & 20 Geo. 5, c. 23, s. 138. Number of directors. 19 & 20 Geo. 5, c. 23, s. 139. Restrictions on appointment or advertisement of director. 19 & 20 Geo. 5, c. 23, s. 140. [s. 139 cont.] Qualification of director or manager. 19 & 20 Geo. 5, c. 23, s. 141. Provisions as to undercharged bankrupts acting as directors. 19 & 20 Geo. 5, c. 23, s. 142. 22 of 1950, s. 3. Validity of acts of directors. Ibid. s. 143. Register of directors. 19 & 20 Geo. 5, c. 23, s. 144. [s. 143 cont] Limited company may have directors with unlimited liability. 19 & 20 Geo. 5, c. 23, s. 146. 22 of 1950. Schedule. Special resolution of limited company making liability of directors unlimited. 19 & 20 Geo. 5, c. 23, s. 147. Statement as to remuneration of directors to be furnished to shareholders. 19 & 20 Geo. 5, c. 23, s. 148. [s. 146 cont.] 9 of 1950, Schedule. (Cap. 112). 22 of 1950, Schedule. Disclosure by directors of interest in contracts. 19 & 20 Geo. 5, c. 23, s. 149. 22 of 1950, Schedule. Provisions as to payments received by directors for loss of office or on retirement. 19 & 20 Geo. 5, c. 23, s. 150. [s. 148 cont.] 22 of 1950, Schedule. Provisions as to assignment of office by director's 19 & 20 geo. 5, c. 23, s. 151. Provisions as to liability of officers and auditors. 19 & 20 geo. 5, c. 23, s. 152. Power to compromise with creditors and members. 19 & 20 Geo. 5, c. 23, s. 153. [s. 151 cont.] 22 of 1950, Schedule. Provisions for facilitating reconstruction and amalgamation of companies. 19 & 20 Geo. 5, c. 23, s. 154. [s. 152 cont.] Power to acquire shares of shareholders dissenting from scheme or contract approved by majority. 19 & 20 Geo. 5, c. 23, s. 155. Modes of winding up. 19 & 20 Geo. 5, c. 23, s. 156. Liability as contributories of present and past members. 19 & 20 Geo. 5, c. 23, s. 157. [s. 155 cont.] Definition of contributory. 19 & 20 Geo. 5, c. 23, s. 158. Nature of liability of contributory. 19 & 20 Geo. 5, c. 23, s. 159. Contributories in case of death of member. 19 & 20 Geo. 5, c. 23, s. 160. [s. 158 cont.] Contributories in case of bankruptcy of member. 19 & 20 Geo. 5, c. 23, s. 161. Provision as to married women. 19 & 20 Geo. 5, c. 23, s. 162. (Cap. 183.) Jurisdiction to wind up companies registered in the Colony. 19 & 20 Geo. 5, c. 23, s. 163. Circumstances in which company may be wound up by court 19 & 20 Geo. 5, c. 23, s. 168. Definition of inability to pay debts. 19 & 20 Geo. 5, c. 23, s. 169. Provisions as to applications for winding up. 19 & 20 Geo. 5, c. 23, s. 170. [s. 164 cont.] Powers of court on hearing petition. 19 & 20 Geo. 5, c. 23, s. 171. Power to stay or restrain proceedings against company. 19 & 20 Geo. 5, c. 23, s. 172. Avoidance of dispositions of property, &c. after commencement of winding up. [s. 167 cont.] 19 & 20 Geo. 5, c. 23, s. 173. Avoidance of attachments, &c. 19 & 20 Geo. 5, c. 23, s. 174. Commencement of winding up by the court. 19 & 20 Geo. 5, c. 23, s. 175. Copy of order to be forwarded to Registrar. 19 & 20 Geo. 5, c. 23, s. 176. actions stayed on winding-up order. 19 & 20 Geo. 5, c. 23, s. 177. effect of winding-up order. 19 & 20 Geo. 5, c. 23, s. 178. Official Receiver in Bankruptcy to be official receiver for winding-up purposes. 19 & 20 Geo. 5, c. 23 s. 179. 1 of 1949, s. 15. Appointment of Official Receiver by court in certain case. 19 & 20 Geo. 5, c. 23, s. 180. Statement of company’s affairs to be submitted to Official Receiver. 19 & 20 Geo. 5, c. 23, s. 181. [s. 175 cont.] Report by Official Receiver. 19 & 20 Geo. 5, c. 23, s. 182. Power of court to appoint liquidators. 19 & 20 Geo. 5, c. 23, s. 183. Appointment and powers of liquidator. 19 & 20 Geo. 5, provisional c. 23, s. 184. [s. 178 cont.] Appointment, style &c, of liquidators. 19 & 20 Geo. 5, c. 23, s. 185. Provisions where person other than Official Receive is appointed liquidator. 19 & 20 Geo. 5, c. 23, s. 186. General provisions as to liquidators. 19 & 20 Geo. 5, c. 23, s. 188. Custody of company's property. 19 & 20 Geo. 5, c. 23, s. 189. Vesting of property of company in liquidator. 19 & 20 Geo. 5, c. 23, s. 190. [s. 183 cont.] Powers of liquidator. 19 & 20 Geo. 5, c. 23, s. 191. Exercise and control of liquidator's powers. 19 & 20 Geo. 5, c. 23, s. 192. Books to be kept by liquidator. 19 & 20 Geo. 5, c. 23, 193. Payments of liquidator into bank or Treasury. 19 & 20 Geo. 5, c. 23, s. 194. Audit of liquidator's accounts. 19 & 20 Geo. 5, c. 23, s. 195. [s. 188 cont.] Control of Official Receiver over liquidators. 19 & 20 Geo. 5, c. 23, s. 196. Release of liquidators. 19 & 20 Geo. 5, c. 23, s. 197. Meetings of creditors and contributories to determine whether committee of inspection shall be appointed. 19 & 20 Geo. 5, c. 23, s. 198. [s. 191 cont.] Constitution and proceedings of committee of inspection. 19 & 20 Geo. 5, c. 23, s. 199. Powers of court where no committee of inspection. 19 & 20 Geo. 5, c. 23, s. 200. Power to stay winding up. 19 & 20 Geo. 5, c. 23, s. 202. Settlement of list of contributories and application of assests. 19 & 20 Geo. 5, c. 23, s. 203. Delivery of property to liquidator. 19 & 20 Geo. 5, c. 23, s. 204. Payment of debts due by contributory to company and extent to which set-off allowed. 19 & 20 Geo. 5, c. 23, s. 205. Power of court to make calls. 19 & 20 Geo. 5, c. 23, s. 206. Payment into bank of moneys due to company. 19 & 20 Geo. 5, c. 23, s. 207. Order on contributory conclusive evidence. 19 & 20 Geo. 5, c. 23, s. 208. Appointment of special manager. 19 & 20 Geo. 5, c. 23, s. 209. Power to exclude creditors not proving in time. Ibid. s. 210. Adjustment of rights of contributories. Ibid. s. 211. Inspection of books by creditors and contributories. 19 & 20 Geo. 5, c. 23, s. 212. Power to order costs of winding up to be paid out of assets. ibid. s. 213. Power to summon persons suspected of having property of company. 19 & 20 Geo. 5, c. 23, s. 214. Power to order public examination of promoters, directors, &c. 19 & 20 Geo. 5, c. 23, s. 216. [s. 207 cont.] Power to restrain fraudulent persons from managing companies. 19 & 20 Geo. 5, c. 23, s. 217. 22 of 1950, s. 3. Power to arrest absconding contributory. 19 & 20 Geo. 5, c. 23, s. 218. Powers of court cumulative. 19 & 20 Geo. 5, c. 23, s. 219. Delegation to liquidator of certain powers of court. 19 & 20 Geo. 5, c. 23, s. 220. [s. 211 cont.] Dissolution of company. 19 & 20 Geo. 5, c. 23, s. 221. Circumstances in which company may be wound up voluntarily. 19 & 20 Geo. 5, c. 23, s. 225. Notice of resolution to wind up voluntarily. 19 & 20 Geo. 5, c. 23, s. 226. 1 of 1949, s. 16. Commencement of voluntary winding up. Ibid. s. 227. Effect of voluntary winding up on business and status of company. 19 & 20 Geo. 5, c. 23, s. 228. Avoidance of transfers, &c., after commencement of voluntary winding up. 19 & 20 Geo. 5, c. 23, s. 229. Statutory declaration of solvency in case of proposal to wind up voluntarily. 19 & 20 Geo. 5, c. 23, s. 230. [s. 218 cont.] Provisions applicable to members' winding up. Ibid. s. 231. Power of company to appoint and fix remuneration of liquidators. 19 & 20 Geo. 5, c. 23, s. 232. Power to fill vacancy in office of liquidators. 19 & 20 Geo. 5, c. 23, s. 233. Power of liquidator to accept shares, &c. as consideration for sale of property of company. 19 & 20 Geo. 5, c. 23, s. 234. [s. 222 cont.] (8 & 9 Vict. C. 16.) Duty of liquidator to call general meeting at end of each year. 19 & 20 Geo. 5, c. 23, s. 235. 22 of 1950, Schedule. Final meeting and dissolution. 19 & 20 Geo. 5, c. 23, s. 236. Provisions applicable to creditors' winding up. Ibid. s. 237. Meeting of creditors. 19 & 20 Geo. 5, c .23, s. 238. [s. 226 cont.] 22 of 1950, Schedule. Appointment of liquidator. 19 & 20 Geo. 5, c. 23, s. 239. Appointment of committee of inspection. 19 & 20 Geo. 5, c. 23, s. 240. Fixing of liquidators' remuneration and cesser of directors' powers. 19 & 20 Geo. 5, c. 23, s. 241. [s. 229 cont.] Power to fill vacancy in office of liquidator. Ibid. s. 242. Application of s. 222 to a creditors' voluntary winding up. 19 & 20 Geo. 5, c. 23, s. 243. Duty of liquidator to call meetings of company and of creditors at end of each year. 19 & 20 Geo. 5, c. 23, s. 244. 22 of 1950, Schedule. Final meeting and dissolution. 19 & 20 Geo. 5, c. 23, s. 245. Provisions applicable to every voluntary winding up. Ibid. s. 246. Distribution of property of company. 19 & 20 Geo. 5, c. 23, s. 247. [s. 235 cont.] Powers and duties of liquidator in voluntary winding up. 19 & 20 Geo. 5, c. 23, s. 248. Court may appoint and remove liquidator in voluntary winding up. Ibid. s. 249. Notice by liquidatory of his appointment. 19 & 20 Geo. 5, c. 23, s. 250. Arrangement when binding on creditors. 19 & 20 Geo. 5, c. 23, s. 251. Power to apply to court to have questions determined or powers exercised. 19 & 20 Geo. 5, c. 23, s. 252. Costs of voluntary winding up. ibid. s. 254. Saving for rights of creditors and contributories. ibid. s. 255. Power to order winding up subject to supervision. 19 & 20 Geo. 5, c. 23, s. 256. Effect of petition for winding up subject to supervision. 19 & 20 Geo. 5, c. 23, s. 257. Application of ss. 167 and 168 to winding up subject to supervision. Ibid. s. 258. Power of court to appoint or remove liquidators. 19 & 20 Geo. 5, c. 23, s. 259. Effect of supervision order. 19 & 20 Geo. 5, c. 23, s. 260. Eighth Schedule. Debts of all descriptions to be proved. 19 & 20 Geo. 5, c. 23, s. 261. Application of bankruptcy rules in winding up of insolvent companies. 19 & 20 Geo. 5, c. 23, s. 262. [s. 249 cont.] Preferential payments. [cf. 19 & 20 Geo 5, c. 23, s. 264.] 29 of 1933, s. 5. 1 of 1949, s. 17. Fraudulent preference. 19 & 20 Geo. 5, c. 23, s. 265. [s. 251 cont.] Effect of floating charge. 19 & 20 Geo. 5, c. 23, . 266. Disclaimer of onerous property in case of company wound up. 19 & 20 Geo. 5, c. 23, s. 267. [s. 253 cont.] Restriction of rights of creditor as to execution or attachment in case of company being wound up. 19 & 20 geo. 5, c. 23, s. 268. Duties of bailiff as to goods taken in execution 19 & 20 Geo. 5, c. 23, s. 269. [s. 255 cont.] Offences by officers of companies in liquidation. 19 & 20 Geo. 5, c. 23, s. 271. [s. 256 cont.] 22 of 1950, s. 3. Penalty for falsification of books. 19 & 20 Geo. 5, c. 23, s. 272. 22 of 1950, s. 3. Frauds by officers of companies which have gone into liquidation. 19 & 20 Geo. 5, c. 23, s. 273. 22 of 1950, s. 3. Liability where proper accounts not kept. 19 & 20 Geo. 5, c. 23, s. 274. [s. 259 cont.] 22 of 1950, s. 3. Responsibility of directors for fraudulent trading. 19 & 20 Geo. 5, c. 23, s. 275. 22 of 1950, s. 3. 22 of 1950, s. 3. [s. 260 cont.] (Cap. 6.) Power of court to assess damages against delinquent directors, &c. 19 & 20 Geo. 5, s. 23, s. 276. Prosecution of delinquent officers and members of company. 19 & 20 Geo. 5, c. 23, s. 277. [s. 262 cont.] 29 of 1933, s. 6. Disqualification for appointment as liquidator. 19 & 20 Geo. 5, c. 23, s. 278. 22 of 1950, Schedule. Enforcement of duty of liquidator to make returns, &c. 19 & 20 Geo. 5, c. 23, s. 279. Notification that a company is in liquidation. 19 & 20 Geo. 5, c. 23, s. 280. [s. 265 cont.] 22 of 1950, Schedule. Exemption of certain documents from stamp duty on winding up of companies. 19 & 20 Geo. 5, c. 23, s. 281. Books of company to be evidence. 19 & 20 Geo. 5, c. 23, s. 282. Disposal of books and papers of company. 19 & 20 Geo. 5, c. 23, s. 283. 22 of 1950, Schedule, Information as to pending liquidations. 19 & 20 Geo. 5, c. 23, s. 284. Unclaimed assets to be paid to companies liquidation account. 19 & 20 Geo. 5, c. 23, s. 285. (Cap. 6.) Resolutions passed at adjourned meetings of creditors and contributories. 19 & 20 Geo. 5, c. 23, s. 287. Meetings to ascertain wishes of creditors or contributories. 19 & 20 Geo. 5, c. 23, s. 288. Judicial notice of signature of officers. 19 & 20 Geo. 5, c. 23, s. 289. Affidavits, &c. in Colony and dominions. 19 & 20 Geo. 5, c. 23, s. 293. 1 of 1949, s. 18. Power of court to declare dissolution of company void. 19 & 20 Geo. 5, c. 23, s. 294. [s. 275 cont.] Registrar may strike defunct company off register. 19 & 20 Geo. 5, c. 23, s. 295. 1 of 1949, s. 19. 1 of 1949, s. 19. 1 of 1949, s. 19. 1 of 1949, s. 19. [s. 276 cont.] 24 of 1950, Schedule. Property of dissolved company to be bona vacantia. 19 & 20 Geo. 5, c. 23, s. 296. Companies liquidation account 19 & 20 Geo. 5, c. 23, s. 300. 1 of 1949, s. 20. 24 of 1950, Schedule. Investment of surplus funds on general account. 19 & 20 Geo. 5, c. 23, s. 301. Separate accounts of particular estates. 19 & 20 Geo. 5, c. 23, s. 302. General rules and fees. 19 & 20 Geo. 5, c. 23, s. 305. [s. 281 cont.] Disqualification for appointment as receiver. 19 & 20 Geo. 5, c. 23, s. 306. 22 of 1950, Schedule. Power to appoint Official Receiver as receiver for debenture holders or creditors. ibid s. 307. Notification that receiver or manager appointed. 19 & 20 Geo. 5, c. 23, s. 308. 22 of 1950, Schedule. Power of court to fix remuneration on application of liquidator. 19 & 20 Geo. 5, c. 23, s. 309. Delivery to Registrar of accounts of receivers and managers. 19 & 20 Geo. 5, c. 23, s. 310. Enforcement of duty of receiver to make returns, &c. 19 & 20 Geo. 5, c. 23, s. 311. [s. 287 cont.] Registration offices and appointment of officers for purposes of this Ordinance. 19 & 20 Geo. 5, c. 23, s. 312. Fees. 19 & 20 Geo. 5, c. 23, s. 313. Ninth Schedule. Inspection, production and evidence of documents kept by Registrar. 19 & 20 Geo. 5, c. 23, s. 314. Enforcement of duty of company to make returns to Registrar. 19 & 20 Geo. 5, c. 23, s. 315. [s. 291 cont.] Application of Ordinance to companies formed under former Companies Ordinance. 19 & 20 Geo. 5, c. 23, s. 316. (1 of 1865). (58 of 1911.) Application of Ordinance to companies registered under former Companies Ordinances. 19 & 20 Geo. 5, c. 23, s. 317. Application of Ordinance to companies re-registered under former Companies Ordinance. 19 & 20 Geo. 5, c. 23, s. 318. ( 58 of 1911.) Companies capable of being registered. 19 & 20 Geo. 5, c. 23, s. 321. [s. 295 cont.] Definition of joint stock company. 19 & 20 Geo. 5, c. 23, s. 322. Requirements for registration by joint stock companies. 19 & 20 Geo. 5, c. 23, s. 323. Requirements for registration by other than joint stock companies. 19 & 20 Geo. 5, c. 23, s. 324. Authentication of statements of existing companies. 19 & 20 Geo. 5, c. 23, s. 325. Registrar may require evidence as to nature of company. Ibid. s. 326. Exemption of certain companies from payment of fees. 19 & 20 Geo. 5, c. 23, s. 327. Addition of 'limited' to name. 19 & 20 Geo. 5, c. 23, s. 328. Certificate of registration of existing companies. 19 & 20 Geo. 5, c. 23, s. 329. Ninth Schedule. Vesting of property on registration. 19 & 20 Geo. 5, c. 23, s. 330. Saving for existing liabilities. 19 & 20 Geo. 5, c. 23, s. 331. Continuation of existing actions. 19 & 20 Geo. 5, c. 23, s. 332. Effect of registration under Ordinance. 19 & 20 Geo. 5, c. 23, s. 333. [s. 307 cont.] Power to substitute memorandum and articles for deed of settlement. 19 & 20 Geo. 5, c. 23. S. 334. [s. 308 cont.] Power of court to stay or restrain proceedings. 19 & 20 Geo. 5, c. 23, s. 335. Actions stayed on winding-up order. 19 & 20 Geo. 5, c. 23, s. 336. Meaning of unregistered company. 19 & 20 Geo. 5, c. 23, . 337. (1 of 1865.) (58 of 1911.) (Cap. 31.) (Cap. 37.) Winding up of unregistered companies. 19 & 20 Geo. 5, c. 23, s. 338. [s. 312 cont.] Contributories in winding up of unregistered company. 19 & 20 Geo. 5, c. 23, s. 339. Power of court to stay or restrain proceeding. 19 & 20 Geo. 5, c. 23, s. 340. Actions stayed on winding-up order. 19 & 20 Geo. 5, c. 23, s. 341. Provisions of Part X cumulative. 19 & 20 Geo. 5, c. 23, s. 342. Companies to which Part XI applies. 19 & 20 Geo. 5, c. 23, s. 343. [s. 317 cont.] Documents &c. to be delivered to Registrar by companies carrying on business in the Colony. [cf. 19 & 20 Geo. 5, c. 23, s. 344.] 29 of 1933, s. 7. Power of companies incorporated outside the Colony to hold immovable property. [cf. 11 & 12 Geo. 6, c. 38, s. 408.] 1 of 1949, s. 21. Return to be delivered to Registrar where documents, &c. altered 19 & 20 Geo. 5, c. 23, s. 346. Balance sheet of company carrying on business in the Colony. 19 & 20 Geo. 5, c. 23, s. 347. Obligation to state name of company, whether limited and country where incorporated. 19 & 20 Geo. 5, c. 23, s. 348. Service on company to which Part XI applies. 19 & 20 Geo. 5, c. 23, s. 349. [s. 323 cont.] Office where documents to be filed. 19 & 20 Geo. 5, c. 23, s. 350. Penalties. 19 & 20 Geo. 5, c. 23, s. 351. 22 of 1950, Schedule. Interpretation of Part XI. 19 & 20 Geo. 5, c. 23, s. 352. Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale. 19 & 20 Geo. 5, c. 23, s. 354. [s. 327 cont.] Requirements as to prospectus. 19 & 20 Geo. 5, c. 23, s. 355. [s. 328 cont.] Restrictions on offering of shares for subscription or sale. 19 & 20 Geo. 5, c. 23, s. 356. [s. 329 cont.] Prohibition of partnerships with more than twenty members. 19 & 20 Geo. 5, c. 23, s. 357. Prohibition of banking partnerships with more than twenty members. 19 & 20 Geo. 5, c. 23, s. 358. Liability of bank of issue unlimited in respect of notes. 19 & 20 Geo. 5, c. 23, s. 360. [s. 332 cont.] Privileges of banks making annual return. 19 & 20 Geo. 5, c. 23, s. 361. (Cap. 8.) Penalty for false statement. 19 & 20 Geo. 5, c. 23, s. 362. Tenth Schedule. 22 of 1950, schedule. (Cap. 214.) Penalty for improper use of word 'Limited.' 19 & 20 Geo. 5, c. 23, s. 364. 22 of 1950. Schedule. Provision with respect to default fines and meaning of 'officer in default' 19 & 20 Geo. 5, c. 23, s. 365. 22 of 1950, Schedule. Application of fines. 19 & 20 Geo. 5, c. 23, s. 367. penalty for failure to pay fine. [s. 338 cont.] Saving as to private prosecutors. 19 & 20 Geo. 5, c. 23, s. 368. Saving for privileged communications. 19 & 20 Geo. 5, c. 23, s. 369. Service of documents on company. Ibid. s. 370. Costs in actions by certain limited companies. 19 & 20 Geo. 5, c. 23, s. 371. Power of court to grant relief in certain cases. 19 & 20 Geo. 5, c. 23, s. 372. [s. 343 cont.] Power to enforce orders. 19 & 20 Geo. 5. C. 23, s. 373. Power to alter tables and forms. 19 & 20 Geo. 5, c. 23, s. 379. Savings. (Cap. 1) ( 58 of 1911.) Savings. 19 & 20 Geo. 5, c. 23, s. 382. (58 of 1911.) (1 of 1865.) Saving of pending proceedings for winding up. 19 & 20 Geo. 5, c. 23, 383. Saving. (Cap. 36.) (Cap. 35.) (Cap. 34.) 1st Schedule, Table A. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 29 of 1933, s. 9. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table A. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table C. --cont. 1st Schedule. Table D. --cont. 1st Schedule. Table E. --cont. 3rd Schedule. 3rd Schedule.--cont. 3rd Schedule.--cont. 4th Schedule.--cont. 4th Schedule.--cont. 4th Schedule.--cont. 5th Schedule.--cont. 5th Schedule.--cont. 6th Schedule.--cont. 6th Schedule.--cont. 6th Schedule.--cont. 6th Schedule.--cont. 7th Schedule.--cont. 9th Schedule. 9th Schedule.--cont.