COMPANIES ORDINANCE, 1866

COMPANIES ORDINANCE, 1866

Registration of Companies.

No. 3 of 1866.

An Ordinance to enable Companies existing at the Time of the
Commencement of 'The Companies Ordinance 1865,' or
thereafter formed under any other Ordinance or Letters
Patent, to register under the said Ordinance.

[6 h March, 1866.]

WliEREAS it is expedient to extend the provisions of ' The Com-

panies Ordinance 1865 :' Be it enacted by Isis Excellency the
Governor of Honakona, with the advice of the Legislative Council
tpereof, as follows:-

1. '.Chic Ordinance may be cited for all purposes as 'The Companies shoe
t;tit,,.
Ordinance, 1866.'

2. The follorviu~ reaulations shall be observed with respect to the
registration of companies, ill pursuance of this Ordinance; ( that is to

(1. ) No company formed for the purpose of carrying on the
business of bankinb shall register in pursuance of this
Ordinance.
(:.~. ) No company having the liability of its members limited by
Ordinance or letters patent, and not being a joint-stock
company as hereinafter defined, shall register in pursuance
of this Ordinance.
( 3. ) No company having the liability of its members, limited
by Ordinance or by letters patent, .shall register in
pursuance of this Ordinance as an unlimited company;
or as a company limited by- guarantee:
ORDINANCE No. 3 oF. 1866.

Registration of Companies.

No company that is not a- joint-stock company as herein-
after defined, shall in pursuance of this Ordinance
register as a company limited by shares.

No company shall register in pursuance of this Ordinance
unless an assent to its so registering is given by a
majority of such of its members as may be present,
personally or by proxy, in cases where proxies are
allowed by the regulations of the company at some
general meeting summoned for the purpose.

(6.) Where a company not having the liability of its members
limited by Ordinance 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, personally or by proxy, at such
last mentioned general meeting.

(7.) 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 the same being wound up,
during the time that he is a member, or within one
year afterwards, for payment of the debts and liabilities
of the company contracted before the time at which he
ceased to be a member, and of the costs, charges, and
expenses of winding up the company and for the adjust-
ment of the rights of the contributories amongst them-
selves, such amount as may be required not exceeding a
specified amount.

In computing any majority under this section when a poll is demanded
regard shall be had to the number of votes to which each member is
entitled, according to the regulations of the company of which he is a
member.

Companies 3. With the above exceptions, and subject to the foregoing
capable of
being regulations, every company existing at the time of the commencement
registered. of ''rhe Companies Ordinance 1865,' consisting of seven or
more members,
and any company thereafter formed in pursuance of any Ordinance other
than ' The, Companies Ordinance 1gG5,' or of letters patent or being
ORDINANCE No. 8 of 1866.

I?egish,atiola of Companies.

otherwise duly constituted by law, and consisting of seven or more
members, may at any time hereafter register itself under 'The Com-
panies Ordinance 1865,' as an unlimited company, or a company limited
by shares, or a company limited by guarantee; and no such registration
shall be invalid by reason that it has taken place with a view to the
-company being wound up.

4. For the purposes of this Ordinance so far as the same relates to
Delnition of
joint-stock
the description of companies empowered to register as companies limited
o.ompauy.
lay shares, a joint-stock company shall be deemed to be a company baving
a permanent paid-up or nominal 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 shares in such capital,
or the holders of such stock, and no other persons; and such company
when registered with limited liability under 'The Companies Ordinance
1865,' shall be deemed to be a company limited by shares.

6. Previously to the registration in pursuance of this Ordinance of
any joint-stock company there shall be delivered to the Registrar of
,Companies the following documents (that is to say),-

(1.) A list chewing the names, addresses, and occupations of
all persons who on a day named in such list; and not
being more than six clear days before the day of
registration, were members of such company, with the
addition of the shares, held by such persons respectively,
distinguishing, in cases where such shares are numbered,
each share by its number

( 2. ) A copy of any Ordinance, royal charter, letters patent,
deed of settlement, contract of copartnery, or other
instrument constituting or regulating the company

( 3. ) If any such joint-stock company is intended to be registered
as a limited company, the above list and copy shall be
accompanied by a statement specifying the following
particulars ; that is to say,-

.
The nominal capital of the company and the number
of shares into which it is divided
The number of shares taken and the amount paid on
each share :.

Requisitions
for rer,is

-

tration by
companies
in pursuance
n£ this
Ordinance.
ZtCq LL i91 t1en8
for the
registration
of companies
not being
joint-stock
companies.

Power for
company
to register
amount of

stock instead

of shares.

Authentica.
tion of
statements of
companies.

Registrar
may require
evidence as
to nature of
company.

El aemption
of pertain
companies
from payment
of fees. -

ORDINANCE No. 3 of 1866.

Registration of Companies:

The name of the company, with the addition of the-
word 'Limited' as the last word thereof

With the addition, in the- case ofd company intended
to be registered as a company limited by guarantee, of the
resolution declaring the amount of the guarantee.

6. Previously to the registration in pursuance of this Ordinance of
any company not being a ,joint-stock company there shall be delivered
to the Registrar a list showing the names, addresses, and occupations of

the directors or other managers (if any) of the company, also a copy
ofany Ordinance, letters patent, deed of settlement, contract, of
copartnery
or other instrument constituting or regulating the company, with the
addition, in the case of a company intended to be registered as a company,
limited by guarantee, of the resolution declaring the amount of guarantee.

7. Where a joint-stock company authorized to register in pursuance
of this Ordinance has had the whole or any portion of its capital
converted
into stock, such company shall, as to the capital so converted, instead of
delivering to the Registrar a statement of shares, deliver to the
Registrar ra.
statement of the amount of stock belonging to the company and the names.
of the persons who were holders of such stock, on some day to be named
in the statement, not more than six clear days before the day of registra-
tion.

$. The lists of members and directors and any other particulars
relating to the company hereby required to be delivered to the hegistrar-
shall be verified by a declaration of the directors of the company
deliver-
ing the same, or any two of them, or of any two other principal officers
of the company, made in pursuance of the Act, ii and G Will. 4 c. 6t
(Imperial).

g. The liegistrar may require such evidence as he thinks necessary
for the purpose o£ satisfying himself whether an existing company is or,
not a joint-stock company as hereinbefore defined.

10. 1\o fees shall be charged in respect of the registration in
pursuance of this Ordinance of any company in cases where such company
is not registered us a limited company, or where previously to its being
registered as a limited company, the liability of the shareholders was-
limited by some other Ordinance or by letters patent.
ORDINANCE 1\0. 3 of lsss.

Registration of Companies.

11. The fees to be charged for the registration of any company in
fReaistrAtion;
pursuance of this Ordinance except such companies as are by the last

preceding section exempted from payment of fees in respect of such regis-
tration, shall be the same as are payable for registering a new company
under the tables B and C respectively in the first schedule to 'The
'Companies Ordinance 1865. '

12. Any company authorized by this Ordinance to register with
limited liability shall, for the purpose of obtaining registration with
limited liability, change its name, by adding thereto the word 'Limited.'

13. Upon compliance with the requisitions in this Ordinance con-
tained with respect to registration and on payment of such fees, if any,
as are payable under section 11, the Registrar shall certify under his
hand that the company so applying for registration is incorporated as a
company under 'The Companies Ordinance 1865,' and in the case of a
limited company, that it is limited, and thereupon such company shall be
incorporated, and shall have perpetual succession and a common seal,
with power to hold lands.

14. A certificate of incorporation given at any time to any company
registered in pursuance of this Ordinance shall ,be conclusive evidence
that all the requisitions herein contained in respect of registration in
pursuance of this Ordinance have been complied with, and that the, con-
.parry is authorized to be registered under 'The Companies Ordinance
1865,' as a limited or unlimited company, as the case may be, and the
date of incorporation mentioned in such certificate shall be deemed to be
the date at which the company is incorporated under 'The Companies
Ordinance 1865.'

15. All such property, real and personal, including all interests
and rights in, to, and out of property, real and personal, and including
obligations and things in action, as may belong to or be vested in the
company at the date of its registration in pursuance of this Ordinance,
shall on registration pass to -and vest in the company as incorporated
under 'The Companies Ordinance 1865' for all the estate and interest
,of the company therein. _

r

16. The registration in pursuance of this Ordinance of any com-
pany shall not affect or prejudice the liability of such company to have
-enforced against it, or its. right to enforce, any debt or obligation
incurred,

Power to -
company to
change name,

Certificate of
registration
of companies-

Certificate io=
he evide~pe _

ot 1115bi V1_
~to

Transfer of:
property of,
company.

Registration
in pursuance
of this
Ordinance -

not to affect
OizDINANCE No. 3 of 1866.

Registration of Companies.

biigtttdoris or any, contract entered into, by, to, with, or on behalf of
such company
incurred
previously to previously to such registration.
registration.

Continuation
of existing
actions an,l
,:alts

Effect of
registration
iii ~ursuanc:a
of t is
l) n li a ante.

17. All such actions, suits, and other legal proceedings as may at
the time of the registration of any company registered in pursuance of'
this Ordinance have been commenced by or against such company, or
the public officer or any member thereof, may be continued in the same
manner as if such registration had not taken place; nevertheless, execu-
tion shall not issue against the effects of any individual member of such
company upon any judgment, decree, or order obtained in any action,
snit or proceedin0 so commenced as aforesaid ; but in the event of the
property and effects of the company being insufficient to satisfy such
judgment, decree or order, an order may be obtained for winding up the

company.

1$. When a company is registered in pursuance of this Ordinance,
all provisions contained in any Ordinance, deed of settlement, contract
of copartnery, letters patent, or other instrument constituting or regu-
lating 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 same manner and with the same incidents as if they
were contained in a registered memorandum of association and articles
of association; and all the provisions of 'The Companies Ordinance
1865' shall apply to such company and the members, contributories
and creditors thereof, in the same manner in all respects as if it had
been
formed thereunder, subject to the provisions following; that is to say :=-

(1.) That table A, in the first schedule to 'The Companies.
Ordinance 1865 ' shall not, unless adopted by special
resolution, apply to any company registered in pursu-
ance of this Ordinance

(Z.) That the provisions of 'The Companies Ordinance 1865'-
relating to the numbering of shares shall not apply to
any joint-stock company whose shares are, not num-
bered .

(3.) That no company shall have power to alter any provision
contained in any Ordinance relating to the company
ORDINANCE No. 3 of 1.866:

Registration of Companies..

(4.) That no company shall have power without the sanction:
of His Excellency the Governor to alter any provision
contained in any letters patent relating to the company

(5.) That in the event of the company being Nvound up, every
person shall be a contributory, in respect of the debts
and liabilities of the company contracted prior to regis-
tration, who is liable, at Law or in Equity, to pay or
contribute to the payment of any debt or liability of
the company contracted prior to registration, or to pay,
or contribute to the payment of any sum for the adjust-
ment of the rights of the members amongst themselves
in respect of any such debt or liability ; or to pay or
contribute to the payment of the costs, charges and
expenses of winding up the company, so far as relates
to such debts or liabilities as aforesaid ; and every such
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 such contributory as last aforesaid,
or marriage of any such contributory being a female,
the provisions of ' The Companies Ordinance 1865 '
with respect to the representatives, heirs, and devisees
of deceased contributories, and with reference to the
assignees of bankrupt or insolvent contributories and to
the husbands of married contributories, shall apply

That nothing herein contained shall authorize any com-
pany to alter any such provisions contained in any deed
of settlement, contract of copartnery, letters patent, .or
other instrument cunstitutino; or regulating the company-,
as would, if such company had originally been formed
under 'The Companies Ordinance 1865' have been

' contained in the memorandum of association, and are.
riot authorized to be altered by ' The Companies Ordi-
nance 1865. '

But nathing, herein. contained shall- derogate from any power of altering
its constitution or regulations which may be vested in any company:
No. 3 of 1866.

Registration of Companies.

registering in pursuance of this Ordinance by virtue of any Ordinance,
deed of settlement, contract of copartnery, letters patent, or other in-
strument constituting or regulating the company.

19. The Court may, at any time after the presentation of a petition
for winding up a company registered in pursuance of this Ordinance
and before making an order for winding up the company, upt5n the
application by motion of any creditor of the company, restrain further
proceedings in any action, suit, or legal proceedings against any con-
tributory of the company, as well as against the company as herein-
before provided, upon such terms as the Court thinks fit.

:Order for 20. Where an order has been made for winding up a company
winding up
company. registered in pursuance of this Ordinance in addition to the
provisions
hereinbefore contained, it is hereby further provided that no suit,
action,
or other legal proceeding shall be commenced or proceeded with against
any contributory of the company in respect of any debt of the company,
except with the leave of the Court and subject to such terms as the
Court may impose.


881

Title.
[See Ordinances No. 1 of 1865, No. 2 of 1866, No. 1 of 1877, No. 14 of 1881, No. 3 of 1883, No. 30 of 1886.]
Preamble.
Short title.
Regulations as to registration of companies in pursuance of this Ordinance.
882
Companies capable of being registered.
883
Definition of joint-stock company.
Requisitions for registration by companies in pursuance of this Ordinance.
884
Requisitions for the registration of companies not being joint-stock campanies.
Power for company to register amount of stock instead of shares.
Authentication of statements of companies.
Registrar may require evidence as to nature of company.
Exemption of certain companies from payment of fees.
885
Registration fees.
Power to company to change name.
Certificate of registration of companies.
Certificate to be evidence of compliance with Ordinance.
Transfer of property of company.
Registration in pursuance of this Ordinance not to affect.
886
obligations incurred previously to registration.
Continuation of existing actions and suits.
Effect of registration in prusuance of this Ordinance.
887
888
Power of Court ot restrain further proceedings.
Order for winding up company.

881

Title.
[See Ordinances No. 1 of 1865, No. 2 of 1866, No. 1 of 1877, No. 14 of 1881, No. 3 of 1883, No. 30 of 1886.]
Preamble.
Short title.
Regulations as to registration of companies in pursuance of this Ordinance.
882
Companies capable of being registered.
883
Definition of joint-stock company.
Requisitions for registration by companies in pursuance of this Ordinance.
884
Requisitions for the registration of companies not being joint-stock campanies.
Power for company to register amount of stock instead of shares.
Authentication of statements of companies.
Registrar may require evidence as to nature of company.
Exemption of certain companies from payment of fees.
885
Registration fees.
Power to company to change name.
Certificate of registration of companies.
Certificate to be evidence of compliance with Ordinance.
Transfer of property of company.
Registration in pursuance of this Ordinance not to affect.
886
obligations incurred previously to registration.
Continuation of existing actions and suits.
Effect of registration in prusuance of this Ordinance.
887
888
Power of Court ot restrain further proceedings.
Order for winding up company.

https://oelawhk.lib.hku.hk/items/show/218

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No. 3 of 1866

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