HONGKONG AND SHANGHAE BANK ORDINANCE
Title
HONGKONG AND SHANGHAE BANK ORDINANCE
Description
Hongkong and Shanghae Bank
No. 5 of 1866.
An Ordinance for the Incorporation of the Hongkong and
Shanghae Banking Company.
[14th August, 1866.]
WHEREAS the several persons hereinafter named and others have
agreed to form a joint stock company under the name or style
of 'The Hongkong and Shanghae Banking Corporation,' for the purpose
of carrying on the business of banking and of conducting all : business
,usually transacted by : bankers: . And whereas for the-, purpose of
establishing and carrying on the said undertaking they have agreed that 'ORDINANCE 1\ o. 5 of 186.
llbngkong and Shanylaae Bank. ,
a capital of five millions of dollars divided into forty thousand shares
of
one hundred -and, -twenty-five dollars each shall be raised in the first
instance with power to increase such capital to the extent and in manner
hereinaftet mentioned: Arid whereas the said several persons have for
some time been carrying on the business of bankers as an unregistered
and un-incorporated company,:,-_And whereas for the betteraccom. 'ping
and carrying into effect the objects and purposes of the said company
,they have applied to His Excellency the Governor of Hongkong to grant
to them and all other, the subscribers of such capital au Ordinance of.
Incorporation, which His, said Excellency the Governor has consented and
:agreed to. do, under and subject to the conditions, restrictions, and
provisions hereinafter contained : 13e it therefore enacted by His said
Excellency the Governor of Hongkong, with the advice of the Legislative
Council thereof, as follows:
-
:,fihorr title. 1. This Ordinance may be cited for all purposes as 'The
Elongkong
and Shanghae Bank Ordinance.'
Inturprets-
&ion of torms.
a r~9,r1 t (if
irtcorruotntion.
2. In' the interpretation of this Ordinance, the expression 'The
Governor' shall mean His Excellency the Governor of the Colony of
Hongkong, or the Officer for the tune being Administering the Government
of the said Colony ; and the expression ''fhe Company' shall mean
'The Hongkong and Slzant;ii,ve Ilmking Corporation ;' and the expression
'the Colony' shall mean the Colony of I-longhong and its dependencies.
3, The Honorable John Dent, tire honorable Thomas Sutherland,
Albert Farley Heard, Esquire, George Francis Maclean, Esquire, Douglas
Lapraik, Esquire, Woldemar Nissen, Esquire, Arthur Sassoon, Esquire,
George John Ilelland, Esquire, I'alanjec Framjee, Esquire, Henry William
Wood, Esquire, and Caleb i angier Smith, Esquire, together with such
and so many other persons and bodies politic and corporate as now are,
or shall hereafter become; proprietors of any share or shares of or in the
capital, for the time being, of the company hereby established, shall be
one body politic and corporate, in name and in deed, by the nartre'of
'The Honnkona rind Shan~;hae Banking Corporation,' and by that name
shall and may sue and be sued, in all Courts, whether of Law or of Equity,
'and shall have perpetual succession with a common s^al, wh_ch may be
by them varie 1 and changed at their pleasure.,
UR,DINA\CE No. 5: o-P 18661
,Honykong and ,Shanghae Banh.
4. The company, is and shall be established for the purpose .of
carrying on under the management of a court of directory the
business of banking for the term of twenty-one years,` comrren-
-cing from the day of the date of this Ordinance, in the Colony
[Provided always that nothing herein contained shall restrict the said
company, with
the c' nt of the commissioners for the time being for executing the
office of Lord
High Treasurer in England, from establishing any banks or branch banks at
London or
at any port, town, city or place in India, Penang and Singapore, or in
the dominions
of the Emperor of China, or of the Tycoon of Japan, in or at which any
British Consulate
or Vice-Consulate is or n nay be hereafter established, and also without
such consent as
aforesaid from establishing at London or any such port, town, city or
place as aforesaid,
agencies for exchange, deposit and remittance. Repealed by Ordinance No.
29 of 1889
and new proviso added.`]
5. The capital of the company shall consist of five millions of dollars
divided into forty thousand shares of one hundred and twenty-five dollars
each, and such further capital not exceeding two millions five hundred
thousand dollars, as the directors for the time bein n shall deem
necessary
for the purposes of the said undertaking: And for the creation of which
they shall have previously obtained the consent of the Governor, such
consent being signified in writing under the band of the Governor; but
such further capital shall be divided into shares of one hundred and
twenty-five dollars each and be paid up in full as hereinafter mentioned.
And until such further capital be raised as aforesaid. the aforesaid sulxl
of five millions of dollars shall be taken to be the filed capital of the
company-And whenever and so often as any further capital shall have
been raised then a notification or 'proclamation to that effect under the
hand of the Governor shall be published in the Hongkong Government
Gazette, and the said sum of five millions of dollars together with such
further capital, shall thenceforth be taken to be the fixed capital of the
company, but with power, nevertheless, to further increase such capital
as hereinafter mentioned.
6. It shall not be lawful for the company to commence or carry on
.the said business of banking, until it shall be made to appear to the
satis-
fdetion of the Governor that the whole of the aforesaid capital of five
millions of dollars has been subscribed for by deed, under hand and seal;
-and that one-half (at the least) of such sum of five millions of dollars
has
,,been actually paid up, such satisfaction to be evidenced by a
notification
Power to the
company to
carry on
banlang
business for
twenty-one
years.
[*-Extended
to to further
tcrna of 21
years by 0'r-
d-inanee No.
15 of 1887.]-
f *Prodamatton
of 25th January,
1890:
.See Gazette ttf
same date.]
Capital and
increase of
capital.
PTOllibitioll of
commence-
ment of com-
pany until
capital sub-
scribed and .
Lalf paid lip.
Deed of aettle-
ment to be
aimed within
twelve
months, and
filed with
IlegWrar of
t:`ampeniog,
ORDINANCE No. 5 0r 1866.
Hongkong and SlaangTiae Back.
Provision for
repeal of
Ordinance
and rescission
of incorpora-
tion of cam-
hany.
or proclamation under the hand of the Governor, to be published in the
said Hongkong Government Gazette.
7. Unless it shall be made to appear to the satisfaction of the Governor
(to be evidenced as aforesaid), that the whole of the said capital of five
millions of dollars has been subscribed, under hand and seal, before the
expiration of a period of two years, to commence and be computed from
the date of this Ordinance, and unless the whole of the said capital of
five
millions of dollars shall be actually paid up within the period of three
years to be reckoned from the date of the notification or proclamation to
be published as aforesaid of the payment of one half of the said capital
of
five millions of dollars (but so that such payment in full be not in any
ease delayed beyond the period of four years, to be reckoned from the
date of this Ordinance), it shall be lamFul for the Governor with the
advice
of the Legislative Council of the Colony, at any time thereafter, by an
Ordinance to be passed for that purpose to repeal this Ordinance and
declare that the incorporation hereby granted to the company shall cease
and determine and become absolutely void.
Provision as 8. Until, as hereinbefore provided for, the Governor shall so
publish
to further
capital in the Hongkong Government Gazette a notification or proclamation
under
his hand, that one half of such further capital has been paid up, the com-
pany shall not be entitled, by advertisement or otherwise, to hold out to
the public that the amount of its capital leas been increased.
1>aymentof 9. The remainder of the instalments on the shares constituting
such
remainder of
instalments. further capital shall be whopy paid up , within two years, to
be reckoned
from. the date of such notification or procla.rnation (so to be published
as-
aforesaid) of the payment of one half' of such further capital, and that
the
same stall be made to appear to the satisfaction of the Governor to be
evidenced as aforesaid.
10. Within twelve calendar months from the date of this Ordinance
the persons who shall have subscribed for at least one half of the said
capital of five trillions of dollars, shall, to the satisfaction of the
Governor,
to be evidenced as aforesaid, enter into and execute a deed of settlement
(and so as each such person so executing shall hold at least five shares
in
the said capital), which deed of settlement shall be filed with the
Registrar
of Companies within twelve calendar months from the date thereof, whereby
provision shall be made for carrying on the business of the company by
ORDINANCE No. 5 of 1866.
Hongkong and ,fkanglaae Bank.
v court of directors to be elected by the shareholders of the compar-ly,
as
by the said deed shall be provided, and, until such election, by a court
of
directors to be named in the said deed, and whereby provision shall also
be made for the payment, by the shareholders, of all monies to become
clue in respect of the instalments on the shares taken by them, and also
of
such further or other sums as are hereinafter provided, and in which said
deed of settlement shall be contained (in addition to all such further
provisions as shall be by the Governor considered necessary and usual in
like cases for the management of the affairs of the company) provisions
for effectuating the following objects, that is to say:-
?n
For holding general meetings of the company once at
least in every year at au appointed time and place.
Second. For holding extraordinary general meetings of the com-
pany upon the requisition of nine or l.nore shareholders,
holding in the whole at least two thousand shares in the
company.
T7aird. For the management of the affairs of the company and
the election and qualification of the directors.
b'ourt7a: For the retirement of at least one-fourth o£ the directors
of the company yearly.
Fifth. For preventing the company from purchasing any shares;
or making advances of money, or securities for money, to
any person, on the security of a share or shares in the com-
pany.
Sixth. For the publication, as shall be directed in the said deed,
of the assets and liabilities of tile company, and of the
amounts of promissory notes in circulation, and of the coin
held in the establishments of the said company in the
Colony or elsewhere.
~.Cenewlz. For the verification of such statements, and for tile
furnishing of such further information as the said Governor
of Ilongkong may require, respecting the state and prow
ceedings of the banking establishments of the company in the
Colony or elsewhere.
Eighth. For the yearly audit of the accounts of the company.by
two or more auditors, not being directors at the time.
O1DINA.YCE No: 5- of 1866:
H'ongkong and Shanghae Bank.
Rules and
regulations of
the company,
what are to
be.
Issue of notes
nnrl bills, provi-
sions its to.
Liability of
shareholder' to
W unlimited In
respect of note
issue.
Ninth. T or the yearly communication of the auditors' report,.
and of a balance sheet, and profit and loss accounts to every
shareholder.
Tenth. For the appointment of.-managers, or agents, or other
officers, to perform the duties of managers or agents.
11. The provisions of this Ordinance, and the provisions to be con-
stained in the said deed of settlement, or in any supplemental deed to be
made in pursuance thereof, or to be contained in any bye-laws to be
made in pursuance of such deeds, or any of them, shall be taken to be the
existing rules and regulations of the company, except so far as the same
may be repugnant to the lasvs of the Colony, or of any ports, towns,
cities or places where the company may carry on business, or to the pro-
visions of this Ordinance. Provided nevertheless that no bye-law or
supplemental deed that may be made, shall have any force or effect until
the same shall have been approved o£ by the Governor and a certificate
of such approval shall have been given under the hand of the Governor.
12. It shall be lawful for the company to make, issue and circulate notes
or bills
payable to bearer on demand in coin lawfully current in the Colony and to
re-issue the
same: Provided that no such notes shall be issued for any other soma than
the sum of
five dollars, or some multiple of such gum, or other equivalent amount,
unless the
issuing of notes of other an7ounts shall be sanctioned by the Governor:
Provided also
that nothing herein contained shall exempt the company from the operation
of any
existing or future laws of the Colony or of any port, city, town, or
place beyond the
limits of the Colony where they may with such consent as aforesaid
establish bank or
branch banks, restricting or regulating the issue of such notes, by banks
established
therein. And provided also that the shareholders'of the company shall be
subject to
unlimited liability in respect of all or any such issues or issue of
notes, and, if neces.
nary, the assets of the company shall be marshalled for the benefit of
the general
creditors of the company and the shareholders shall be liable for the
whole amount of
such issue, in addition to the sum for which they are liable under the
other and general
provisions of this Ordinance. , Repealed by Ordinance No. 21 of 188?. and
new section
substituted. j
Limitation or 13. The total amount of the bills and notes of the company
payable to bearer
issue of notes
sndprovisionfor on demand actually in circulation shall not at any time
exceed the amount of the
keeping of
inen~`' against capital of the company actually paid up, and there shall
always be kept by the principal
establishment in the Colony, an amount of coin and bullion equal to
one-third at least
of the notes and bills of the company for the time being in circulation.
[Rcp.,aled by
Ordinance No. 21 'of 1882 and new section substituted.]
QADINAN-CE No, 5 of 1566:
Hongkong.andShung7aaw Bank.
14. The total amount of the debts and liabilities of the comaz?y of Limit
ofani
aebWana:
what nature or kind soever shall not at any time exceed the aggregate.'.,
liabilitiear.
amount of the then existing bond fida assets and property of the company;.
and the sum fur which its shareholders are liable under the provisions
herein contained.
15. If at any time there shall be a suspension of payment of any of,
the notes or bills o£ the company, it shall not be lawful for the said
company
from and after the commencement, and during the continuance, of such:
suspension of payment, to make any fresh issue of notes or bills.
16. The company shall not discount, or in any manner advance
money upon bills of exchanne, promissory notes or other negotiable
paper, in or upon which the name of any director, or officer, of the
company, shall appear as drawer, or acceptor, either on his individual or
separate account, or jointly with any partner or partners, or otherwise
than as a director or officer of tile company, to an amount exceeding one
third of tile amount. of the surn for the time being under discount, or..
advanced by the company, nor shall any director be allowed to obtain
credit on his own personal guarantee.
17. It shall be lawful for the company notwithstanding the Statutes
of iVlortmain or any other statutes or laws to the contrary, to purchhse,
hold, take, and enjoy to them and their successors, such houses, offices,
buildings, lands and hereditaments, as shall or may be thought necessary
or proper for the purpose of manaainn, conducting, and carrying on the
affairs, concerns, and buaine:~s of the company, but not for the purpose
of
speculation, or any other purpose than as aforesaid, and so as no such,
houses, offices, buildings or land shall be more than the yearly value o£
thirty thousand dollars at the time of acquiring the salve, or of such
,further yearly value as shall be sanctioned by the Governor and to sell,
convey, and dispose of the said property or any portion or part thereof,
when not wanted for the purposes of the said business.
18. All and every person and persons, and bodies, politic and
corporate who are.or shall be otherwise competent, shall be and are hereby
authorized and empowered to grant, sell alien and convey in mortmain .
unto, and to the, use, of,- the company and their successors, any such
houses, offices,-.lands, and other .hereditaments whatsoever as aforesaid,
accordingly.
In event of
suspension
payment, no--
fresh issue to
take plane.
Limit of ac~
commodatioti
to directors.
Power-64
lie.:
Comgq,nR;tOr=3
hold, la_*d8 ,~4
and' building:
subject to
certain
restrictions.
Power to=
other,partiec.
to convey,
lands in
mortmain`to.
company:
purchase and
re-59,10 o$
laude of
company to
be given.
-Prohibition
against
purchase o£
other lands
and against
trading, but
with power to
accept land
and personal
property as
security for
movies owiu;;.
Power to
company to
loll and
convert land
or property
taken as
security.
ORDINANCE No: 5 0r1866.
H'ongkong and Shanylaae Bank.
19. It shall not be lawful for the company to make any purchase of
messu%es, lands or hereditaments in the Colony or elsewhere, beyond the
annual value of thirty thousand dollars at the tune of acquiring the same,
or of such further annual value as shall be sanctioned by the Governor
and when and as any such purchase shall be made by the company-, the
directors of the company shall, in all cases, within three calendar months
from the making and completing of any such purchase report the same in
writinb to the Governor, stating the amount of the purchase money paid
for the same and giving a description of the lands and Lereditaments so
purchased, and such other particulars relating thereto as may from time
to time be required by the Governor ; and in case any hcreditameuts so
purchased be re-sold by the company, they shall within fourteen days
after every such sale, give notice in writing to the Colonial Secretary of
the Colony of such re-sale, and of the price obtained for the same.
20. Except for the purposes aforesaid it shall not >7e lawful for the
company to invest, lay out, employ, advance, or embark any part of their
capital or funds in the purchase of any lands, houses, or other real
property, nor in any trading or mercantile speculation or business what-
soever (not usually considered as falling within the ordinary and
legitimate
purposes and operations of a banking establishment), but it shall never-
theless be lawful for the company to tape and accept any lands, houses,
ar other real or personal property in satisfaction, liquidation or
payment of
am, debt absolutely and bond ,fide previously due and owing to the com-
ha,ny, and also to take any mortgage or other lien or charge on real or
personal property as a security for any monies actually and bond fide pre-
viously due to th a company, or for which any person or persons may have
rendered himself or themselves liable to the company, and to hold such
lands, houses, and other real and personal property respectively, for such
reasonable time as shall be necessary for sellinzn and disposing of and
con-
vertin~ the same into money.
21. It shall be lawful for the company to sell, dispose of, and
convert into money, any foods, wares, or merchandize, which shall or
may be taken by them in satisfaction, liquidation or payment of any debt
And also to sell and convey any lands, houses, and other real property
whatsoever, foods, wares, or merchandize, which they shall or may have;
acquired in manner aforesaid.
ORDINANCE: No: 5 op` 186G.
Hongkong and Skarsgkae Bank.
22, It shall be lawful for the company from time to time to extend
or increase their capital for the time being by the creation and sale o£
new
shares, in the manner to be specified and set forth in the deed of settle-
ment, to be prepared and executed as, hereinbefore directed, so as the
same
be made with the consent of a beneral meeting of the shareholders of the
company to be specially called for that purpose, and with the consent
previously obtained of the Governor and under such conditions and
provisions as he shall think fit, such consent bciab evidenced as herein=
before provided for with respect to other requirements of a like nature,
and so as the total amount of the capital of the company shall not exceed
the sum often millions of dollars and until it shall be certified by= the
Governor in like manner as aforesaid that one-half of such new capital
',has been so paid up, the company shall not be entitled, by advertisement
or otherwise, to state or hold out to the public that the amount of the
capital has been increased.
23. The remainder of the instalments on the shares constitutin;
such increased capital shall be wholly paid up within two 3=ears from the
date of the certificate, to be granted as aforesaid, of one-half thereof
having been paid up, and the same shall be made to appear to the satis-
faction of the Governor, to be certified as aforesaid.
24. The directors of the company shall, if; and whenever, they shall
be required so to do, by the Governor, produce and submit to him, or to
such persons or officers as he may appoint for that purpose, for his or
their inspection and examination, the several accounts. and statements
which by the said deed shall be directed to be made and furnished.
25. If the company shall become insolvent, every proprietor for the
'time bciab o£ shares in the capital thereof shall, in addition to his
liability
for the amount of the issue of notes under the provisions of the twelfth
c~11use of this Ordinance, be liable to contribute to the payment of the
debts, enbagements, and liabilities of the company not only such parts
of the shares'held by him or her respectively, in the capital of the
company,
as shall not have been theretofore called for and paid up, but also such
further sums of money not exceeding the amount of the shares so held
by him or her, as. shall be requisite and necessary to satisfy and
discharge
the-debts, enaabernents, and liabilities of the company:
Power to
increase
capital
farther under
certain
conditions.
Increased
capital to be
fully paid up,
when.
Directors to
produce
accounts and
statemen is
when called
on to do so.
Liability of
shareholders.
4RDIN&N49
l~fai ~~o~ ~~i
-kdszgbngi and ghanyhae Bank.
°rrovwaw:w, ~~ ,~w 28. In, the said deeds so to be executed as aforesaid;
and in every
deed and
na transfer of any share or shares in the company, due provision shall
uccord-
''rinde°` ingly be made for the payment by the shareholders of such
amounts as
aforesaid.
'Provisions for
repeal of this
Ordinance on
erxain events,
27, In the event of the insolvency of the company, or of any
suspension in the payments of the company, for the space of sixty days
in succession, or for any number of days, at intervals which shall amount
altogether to sixty days within any one year, or if the company shall not
have well and truly maintained, abided by, performed and observed, all
and every the rules, orders, provisions, and directions herein contained
and set forth, or to be contained and set forth in the said deed, so to be
executed as aforesaid; then, and in any of such cases, it shall and may
be lawful for the Governor with the advice of the Legislative Council of
the Colony by an Ordinance to be passed for that purpose to repeal this
Ordinance and declare that the incorporation hereby granted to the
company shall cease and determine and become absolutely void.
company may 2$, Subject as hereinafter mentioned the company may be wound
up
be wound up. by the Supreme Court of Hongkong in its Equitable
jurisdiction and all
the provisions of 11 The Companies Ordinance 1865' with respect to the
winding up of companies registered thereunder shall apply to this
company as if expressly re-enacted in this Ordinance save and except in
such respects as the same may be altered or modified as hereinafter
mentioned or provided for
debts.
1. The circumstances under which the company may be wound
up are as follows; that is to say :-
A. In the event of the company being dissolved,
or ceasinn to carry on business, or carrying on business
only for the purpose of winding up its affairs.
B. Whenever the company is unable to pay it,
s,
Whenever the Court is of opinion~:that it is just
and equitable that the company should be wound up.
2. The company shall be deemed unable to pay its debts
y A. Whenever a creditor to whom the company is
indebted; at Law or in Equity, by assignment or`otherwise,
rORn)IiVANNCE No: 5 CF 1866.
jlongkong and Shangkae Bank.
in a sum exceeding three hundred dollars then due ha
~s
served upon the company, by leaving the same atk.tht
principal place of business of the company, or by deliver-
ing to the manager or some director or principal officer
of the company, or by otherwise serving the same in
such manner as the Court may approve or direct, a
dernand under his hand requiring the company to pay
the sum so due, and the company has for the space of
three weeks succeeding the service of such demand
neglected to pay such sum or to secure or compound for
the same to the satisfaction of the creditor.
B. Whenever execution or other process issued on
a judgment, decree, or order obtained in any Court in
favour of any creditor, at Law or in Lquify, in any
proceeding instituted by such creditor against the com-
pany, is returned unsatisfied in whole or in part.
G'. Whenever it is proved to the satisfaction of the
Court that the company is unable to pay its debts.
29. On the determination of the term of twenty-one years front the
.late of this Ordinance the powers and privileges hereinbefore conferred
-on the company shall cease, unless the Governor with the advice of the
Legislative Council of the Colony declare to the contrary and by an
Ordinance to that effect authorize the company to continue incorporated
ruder the aforesaid provisions for a further term of ten years, or for
such
period and tinder such provisions and conditions as may be contained in
the said Ordinance.
:-3.0. The incorporation of the company by this Ordinance shall not
affect or prejudice the liability of the company to have enforced against
i t or its yembers, or its right to enforce, any debt or obligation
incurred
or any%
~contract. entered into, by, to, with, or an behalf of the company
previously_ta,,,qp6 incorporation, but the company may sue and be sued
in respect of ill or any such debt or debts, obligation or obligations,
contract or contracts, by or under its corporate name aid in precisely
the same manner as if the debt, obligation, or contract had'been incurred,
made, or entered- into after the incorporation of-the company by this
Ordinance:
Tncorpolra.-
tion to cease
after 21 yeav4
unless exten-
ded by Ordi-
nance.
[See Ord. To.
TS of IRS7.]
Obligations
and contract.,;
existing or
incurred
previously
to inoo,pora-
tfon.
No. 5 of 1866.
Hongkong and Shanghae Bank.
Proclamation,15th December, 1864, under section 6
That it had been made to appear to the satisfaction of the Governor
that the
WhO.o£ the capital of five millions of dollars mentioned in the said
section had been
subscribed for by deed under band and seal, and that more than one half
of such sum
of five millions of dollars had been actually paid up.
S
Government NotiflraLzo?z of the 13th August, 1867, under section 10
Notifying that it had been proved to the satisfaction of the Governor that
persons mho have subscribed for at least one half of the capital of the
bank, have
executed the deed of settlement required by the said Ordinance.
Proclamation of the 12t1z Julg, 1884, under section 5
That the further capital of two millions and five hundred thousand
dollars had
been raised and that the sum of five millions of dollars together with
the said further
sum of two millions and five hundred thousand dollars making in all a
total of seven
millions and five hundred thousand dollars should henceforth be taken to
be the fixed
capital of the said bank, but with power nevertheless to the bank to
further increase
the capital hereafter as provided in the said Ordinance,
889
Title.
[See Ords. Nos. 21 of 1886, 15 of 1887 and 29 of 1889.]
Preamble.
890
Shorrt tilte.
Interpretation of terms.
Grant of incorporation.
891
Power to the company to carry on banking business for twenty-one years.
[* Extended to a further term of 21 years by Ordinance No. 15 of 1887.]
[* Proclamation of 25th January, 1890: See Gazette of same date.]
Capital and increase of capital.
Prohibition of commencement of company until capital subscribed and half paid up.
892
Provison for repela of Ordinance and rescission of incorporation of company.
Provision as to further capital.
Payment of remainder of instalmetns.
Deed of settlement to be signed within twelve months, and filed with Registrar of Companies.
893
894
Rules and regulations of the company, what are to be.
Issue of notes and bills, provisions as to.
Liability of shareholders to be unlimited in respect of note issue.
Limitation of issue of notes and provision for keeping of reserve against them.
895
Limit of total debts and liabilities.
In event of suspension of payment, no fresh issue to take place.
Limit of accommodation to directors.
Power to the company to hold lands and buildings subject to certain restictions.
Power to other parties to convey lands in mortmain to company.
896
Notice of purchase and re-sale of lands of company to be given.
Prohibition against purchase of other lands and against trading, but with power accept land and personal property as security for monies owing.
Power to company to sell and convert land or property taken as security.
897
Power to increase capital further under certain conditions.
Increased capital to eb fully paid up, when.
Directors to produce accounts and statments when called on to do so.
Liability of shareholders.
898
Provisions to be included in deed and transfers.
Provisions for repeal of this Ordinance on certain events.
Company may be wound up.
899
Incorporation to cease after 21 years unless extended by Ordinance.
[See Ord. No. 15 of 1887.]
Obligations and contracts existing or incurred previously to incorporation.
900
No. 5 of 1866.
An Ordinance for the Incorporation of the Hongkong and
Shanghae Banking Company.
[14th August, 1866.]
WHEREAS the several persons hereinafter named and others have
agreed to form a joint stock company under the name or style
of 'The Hongkong and Shanghae Banking Corporation,' for the purpose
of carrying on the business of banking and of conducting all : business
,usually transacted by : bankers: . And whereas for the-, purpose of
establishing and carrying on the said undertaking they have agreed that 'ORDINANCE 1\ o. 5 of 186.
llbngkong and Shanylaae Bank. ,
a capital of five millions of dollars divided into forty thousand shares
of
one hundred -and, -twenty-five dollars each shall be raised in the first
instance with power to increase such capital to the extent and in manner
hereinaftet mentioned: Arid whereas the said several persons have for
some time been carrying on the business of bankers as an unregistered
and un-incorporated company,:,-_And whereas for the betteraccom. 'ping
and carrying into effect the objects and purposes of the said company
,they have applied to His Excellency the Governor of Hongkong to grant
to them and all other, the subscribers of such capital au Ordinance of.
Incorporation, which His, said Excellency the Governor has consented and
:agreed to. do, under and subject to the conditions, restrictions, and
provisions hereinafter contained : 13e it therefore enacted by His said
Excellency the Governor of Hongkong, with the advice of the Legislative
Council thereof, as follows:
-
:,fihorr title. 1. This Ordinance may be cited for all purposes as 'The
Elongkong
and Shanghae Bank Ordinance.'
Inturprets-
&ion of torms.
a r~9,r1 t (if
irtcorruotntion.
2. In' the interpretation of this Ordinance, the expression 'The
Governor' shall mean His Excellency the Governor of the Colony of
Hongkong, or the Officer for the tune being Administering the Government
of the said Colony ; and the expression ''fhe Company' shall mean
'The Hongkong and Slzant;ii,ve Ilmking Corporation ;' and the expression
'the Colony' shall mean the Colony of I-longhong and its dependencies.
3, The Honorable John Dent, tire honorable Thomas Sutherland,
Albert Farley Heard, Esquire, George Francis Maclean, Esquire, Douglas
Lapraik, Esquire, Woldemar Nissen, Esquire, Arthur Sassoon, Esquire,
George John Ilelland, Esquire, I'alanjec Framjee, Esquire, Henry William
Wood, Esquire, and Caleb i angier Smith, Esquire, together with such
and so many other persons and bodies politic and corporate as now are,
or shall hereafter become; proprietors of any share or shares of or in the
capital, for the time being, of the company hereby established, shall be
one body politic and corporate, in name and in deed, by the nartre'of
'The Honnkona rind Shan~;hae Banking Corporation,' and by that name
shall and may sue and be sued, in all Courts, whether of Law or of Equity,
'and shall have perpetual succession with a common s^al, wh_ch may be
by them varie 1 and changed at their pleasure.,
UR,DINA\CE No. 5: o-P 18661
,Honykong and ,Shanghae Banh.
4. The company, is and shall be established for the purpose .of
carrying on under the management of a court of directory the
business of banking for the term of twenty-one years,` comrren-
-cing from the day of the date of this Ordinance, in the Colony
[Provided always that nothing herein contained shall restrict the said
company, with
the c' nt of the commissioners for the time being for executing the
office of Lord
High Treasurer in England, from establishing any banks or branch banks at
London or
at any port, town, city or place in India, Penang and Singapore, or in
the dominions
of the Emperor of China, or of the Tycoon of Japan, in or at which any
British Consulate
or Vice-Consulate is or n nay be hereafter established, and also without
such consent as
aforesaid from establishing at London or any such port, town, city or
place as aforesaid,
agencies for exchange, deposit and remittance. Repealed by Ordinance No.
29 of 1889
and new proviso added.`]
5. The capital of the company shall consist of five millions of dollars
divided into forty thousand shares of one hundred and twenty-five dollars
each, and such further capital not exceeding two millions five hundred
thousand dollars, as the directors for the time bein n shall deem
necessary
for the purposes of the said undertaking: And for the creation of which
they shall have previously obtained the consent of the Governor, such
consent being signified in writing under the band of the Governor; but
such further capital shall be divided into shares of one hundred and
twenty-five dollars each and be paid up in full as hereinafter mentioned.
And until such further capital be raised as aforesaid. the aforesaid sulxl
of five millions of dollars shall be taken to be the filed capital of the
company-And whenever and so often as any further capital shall have
been raised then a notification or 'proclamation to that effect under the
hand of the Governor shall be published in the Hongkong Government
Gazette, and the said sum of five millions of dollars together with such
further capital, shall thenceforth be taken to be the fixed capital of the
company, but with power, nevertheless, to further increase such capital
as hereinafter mentioned.
6. It shall not be lawful for the company to commence or carry on
.the said business of banking, until it shall be made to appear to the
satis-
fdetion of the Governor that the whole of the aforesaid capital of five
millions of dollars has been subscribed for by deed, under hand and seal;
-and that one-half (at the least) of such sum of five millions of dollars
has
,,been actually paid up, such satisfaction to be evidenced by a
notification
Power to the
company to
carry on
banlang
business for
twenty-one
years.
[*-Extended
to to further
tcrna of 21
years by 0'r-
d-inanee No.
15 of 1887.]-
f *Prodamatton
of 25th January,
1890:
.See Gazette ttf
same date.]
Capital and
increase of
capital.
PTOllibitioll of
commence-
ment of com-
pany until
capital sub-
scribed and .
Lalf paid lip.
Deed of aettle-
ment to be
aimed within
twelve
months, and
filed with
IlegWrar of
t:`ampeniog,
ORDINANCE No. 5 0r 1866.
Hongkong and SlaangTiae Back.
Provision for
repeal of
Ordinance
and rescission
of incorpora-
tion of cam-
hany.
or proclamation under the hand of the Governor, to be published in the
said Hongkong Government Gazette.
7. Unless it shall be made to appear to the satisfaction of the Governor
(to be evidenced as aforesaid), that the whole of the said capital of five
millions of dollars has been subscribed, under hand and seal, before the
expiration of a period of two years, to commence and be computed from
the date of this Ordinance, and unless the whole of the said capital of
five
millions of dollars shall be actually paid up within the period of three
years to be reckoned from the date of the notification or proclamation to
be published as aforesaid of the payment of one half of the said capital
of
five millions of dollars (but so that such payment in full be not in any
ease delayed beyond the period of four years, to be reckoned from the
date of this Ordinance), it shall be lamFul for the Governor with the
advice
of the Legislative Council of the Colony, at any time thereafter, by an
Ordinance to be passed for that purpose to repeal this Ordinance and
declare that the incorporation hereby granted to the company shall cease
and determine and become absolutely void.
Provision as 8. Until, as hereinbefore provided for, the Governor shall so
publish
to further
capital in the Hongkong Government Gazette a notification or proclamation
under
his hand, that one half of such further capital has been paid up, the com-
pany shall not be entitled, by advertisement or otherwise, to hold out to
the public that the amount of its capital leas been increased.
1>aymentof 9. The remainder of the instalments on the shares constituting
such
remainder of
instalments. further capital shall be whopy paid up , within two years, to
be reckoned
from. the date of such notification or procla.rnation (so to be published
as-
aforesaid) of the payment of one half' of such further capital, and that
the
same stall be made to appear to the satisfaction of the Governor to be
evidenced as aforesaid.
10. Within twelve calendar months from the date of this Ordinance
the persons who shall have subscribed for at least one half of the said
capital of five trillions of dollars, shall, to the satisfaction of the
Governor,
to be evidenced as aforesaid, enter into and execute a deed of settlement
(and so as each such person so executing shall hold at least five shares
in
the said capital), which deed of settlement shall be filed with the
Registrar
of Companies within twelve calendar months from the date thereof, whereby
provision shall be made for carrying on the business of the company by
ORDINANCE No. 5 of 1866.
Hongkong and ,fkanglaae Bank.
v court of directors to be elected by the shareholders of the compar-ly,
as
by the said deed shall be provided, and, until such election, by a court
of
directors to be named in the said deed, and whereby provision shall also
be made for the payment, by the shareholders, of all monies to become
clue in respect of the instalments on the shares taken by them, and also
of
such further or other sums as are hereinafter provided, and in which said
deed of settlement shall be contained (in addition to all such further
provisions as shall be by the Governor considered necessary and usual in
like cases for the management of the affairs of the company) provisions
for effectuating the following objects, that is to say:-
?n
For holding general meetings of the company once at
least in every year at au appointed time and place.
Second. For holding extraordinary general meetings of the com-
pany upon the requisition of nine or l.nore shareholders,
holding in the whole at least two thousand shares in the
company.
T7aird. For the management of the affairs of the company and
the election and qualification of the directors.
b'ourt7a: For the retirement of at least one-fourth o£ the directors
of the company yearly.
Fifth. For preventing the company from purchasing any shares;
or making advances of money, or securities for money, to
any person, on the security of a share or shares in the com-
pany.
Sixth. For the publication, as shall be directed in the said deed,
of the assets and liabilities of tile company, and of the
amounts of promissory notes in circulation, and of the coin
held in the establishments of the said company in the
Colony or elsewhere.
~.Cenewlz. For the verification of such statements, and for tile
furnishing of such further information as the said Governor
of Ilongkong may require, respecting the state and prow
ceedings of the banking establishments of the company in the
Colony or elsewhere.
Eighth. For the yearly audit of the accounts of the company.by
two or more auditors, not being directors at the time.
O1DINA.YCE No: 5- of 1866:
H'ongkong and Shanghae Bank.
Rules and
regulations of
the company,
what are to
be.
Issue of notes
nnrl bills, provi-
sions its to.
Liability of
shareholder' to
W unlimited In
respect of note
issue.
Ninth. T or the yearly communication of the auditors' report,.
and of a balance sheet, and profit and loss accounts to every
shareholder.
Tenth. For the appointment of.-managers, or agents, or other
officers, to perform the duties of managers or agents.
11. The provisions of this Ordinance, and the provisions to be con-
stained in the said deed of settlement, or in any supplemental deed to be
made in pursuance thereof, or to be contained in any bye-laws to be
made in pursuance of such deeds, or any of them, shall be taken to be the
existing rules and regulations of the company, except so far as the same
may be repugnant to the lasvs of the Colony, or of any ports, towns,
cities or places where the company may carry on business, or to the pro-
visions of this Ordinance. Provided nevertheless that no bye-law or
supplemental deed that may be made, shall have any force or effect until
the same shall have been approved o£ by the Governor and a certificate
of such approval shall have been given under the hand of the Governor.
12. It shall be lawful for the company to make, issue and circulate notes
or bills
payable to bearer on demand in coin lawfully current in the Colony and to
re-issue the
same: Provided that no such notes shall be issued for any other soma than
the sum of
five dollars, or some multiple of such gum, or other equivalent amount,
unless the
issuing of notes of other an7ounts shall be sanctioned by the Governor:
Provided also
that nothing herein contained shall exempt the company from the operation
of any
existing or future laws of the Colony or of any port, city, town, or
place beyond the
limits of the Colony where they may with such consent as aforesaid
establish bank or
branch banks, restricting or regulating the issue of such notes, by banks
established
therein. And provided also that the shareholders'of the company shall be
subject to
unlimited liability in respect of all or any such issues or issue of
notes, and, if neces.
nary, the assets of the company shall be marshalled for the benefit of
the general
creditors of the company and the shareholders shall be liable for the
whole amount of
such issue, in addition to the sum for which they are liable under the
other and general
provisions of this Ordinance. , Repealed by Ordinance No. 21 of 188?. and
new section
substituted. j
Limitation or 13. The total amount of the bills and notes of the company
payable to bearer
issue of notes
sndprovisionfor on demand actually in circulation shall not at any time
exceed the amount of the
keeping of
inen~`' against capital of the company actually paid up, and there shall
always be kept by the principal
establishment in the Colony, an amount of coin and bullion equal to
one-third at least
of the notes and bills of the company for the time being in circulation.
[Rcp.,aled by
Ordinance No. 21 'of 1882 and new section substituted.]
QADINAN-CE No, 5 of 1566:
Hongkong.andShung7aaw Bank.
14. The total amount of the debts and liabilities of the comaz?y of Limit
ofani
aebWana:
what nature or kind soever shall not at any time exceed the aggregate.'.,
liabilitiear.
amount of the then existing bond fida assets and property of the company;.
and the sum fur which its shareholders are liable under the provisions
herein contained.
15. If at any time there shall be a suspension of payment of any of,
the notes or bills o£ the company, it shall not be lawful for the said
company
from and after the commencement, and during the continuance, of such:
suspension of payment, to make any fresh issue of notes or bills.
16. The company shall not discount, or in any manner advance
money upon bills of exchanne, promissory notes or other negotiable
paper, in or upon which the name of any director, or officer, of the
company, shall appear as drawer, or acceptor, either on his individual or
separate account, or jointly with any partner or partners, or otherwise
than as a director or officer of tile company, to an amount exceeding one
third of tile amount. of the surn for the time being under discount, or..
advanced by the company, nor shall any director be allowed to obtain
credit on his own personal guarantee.
17. It shall be lawful for the company notwithstanding the Statutes
of iVlortmain or any other statutes or laws to the contrary, to purchhse,
hold, take, and enjoy to them and their successors, such houses, offices,
buildings, lands and hereditaments, as shall or may be thought necessary
or proper for the purpose of manaainn, conducting, and carrying on the
affairs, concerns, and buaine:~s of the company, but not for the purpose
of
speculation, or any other purpose than as aforesaid, and so as no such,
houses, offices, buildings or land shall be more than the yearly value o£
thirty thousand dollars at the time of acquiring the salve, or of such
,further yearly value as shall be sanctioned by the Governor and to sell,
convey, and dispose of the said property or any portion or part thereof,
when not wanted for the purposes of the said business.
18. All and every person and persons, and bodies, politic and
corporate who are.or shall be otherwise competent, shall be and are hereby
authorized and empowered to grant, sell alien and convey in mortmain .
unto, and to the, use, of,- the company and their successors, any such
houses, offices,-.lands, and other .hereditaments whatsoever as aforesaid,
accordingly.
In event of
suspension
payment, no--
fresh issue to
take plane.
Limit of ac~
commodatioti
to directors.
Power-64
lie.:
Comgq,nR;tOr=3
hold, la_*d8 ,~4
and' building:
subject to
certain
restrictions.
Power to=
other,partiec.
to convey,
lands in
mortmain`to.
company:
purchase and
re-59,10 o$
laude of
company to
be given.
-Prohibition
against
purchase o£
other lands
and against
trading, but
with power to
accept land
and personal
property as
security for
movies owiu;;.
Power to
company to
loll and
convert land
or property
taken as
security.
ORDINANCE No: 5 0r1866.
H'ongkong and Shanylaae Bank.
19. It shall not be lawful for the company to make any purchase of
messu%es, lands or hereditaments in the Colony or elsewhere, beyond the
annual value of thirty thousand dollars at the tune of acquiring the same,
or of such further annual value as shall be sanctioned by the Governor
and when and as any such purchase shall be made by the company-, the
directors of the company shall, in all cases, within three calendar months
from the making and completing of any such purchase report the same in
writinb to the Governor, stating the amount of the purchase money paid
for the same and giving a description of the lands and Lereditaments so
purchased, and such other particulars relating thereto as may from time
to time be required by the Governor ; and in case any hcreditameuts so
purchased be re-sold by the company, they shall within fourteen days
after every such sale, give notice in writing to the Colonial Secretary of
the Colony of such re-sale, and of the price obtained for the same.
20. Except for the purposes aforesaid it shall not >7e lawful for the
company to invest, lay out, employ, advance, or embark any part of their
capital or funds in the purchase of any lands, houses, or other real
property, nor in any trading or mercantile speculation or business what-
soever (not usually considered as falling within the ordinary and
legitimate
purposes and operations of a banking establishment), but it shall never-
theless be lawful for the company to tape and accept any lands, houses,
ar other real or personal property in satisfaction, liquidation or
payment of
am, debt absolutely and bond ,fide previously due and owing to the com-
ha,ny, and also to take any mortgage or other lien or charge on real or
personal property as a security for any monies actually and bond fide pre-
viously due to th a company, or for which any person or persons may have
rendered himself or themselves liable to the company, and to hold such
lands, houses, and other real and personal property respectively, for such
reasonable time as shall be necessary for sellinzn and disposing of and
con-
vertin~ the same into money.
21. It shall be lawful for the company to sell, dispose of, and
convert into money, any foods, wares, or merchandize, which shall or
may be taken by them in satisfaction, liquidation or payment of any debt
And also to sell and convey any lands, houses, and other real property
whatsoever, foods, wares, or merchandize, which they shall or may have;
acquired in manner aforesaid.
ORDINANCE: No: 5 op` 186G.
Hongkong and Skarsgkae Bank.
22, It shall be lawful for the company from time to time to extend
or increase their capital for the time being by the creation and sale o£
new
shares, in the manner to be specified and set forth in the deed of settle-
ment, to be prepared and executed as, hereinbefore directed, so as the
same
be made with the consent of a beneral meeting of the shareholders of the
company to be specially called for that purpose, and with the consent
previously obtained of the Governor and under such conditions and
provisions as he shall think fit, such consent bciab evidenced as herein=
before provided for with respect to other requirements of a like nature,
and so as the total amount of the capital of the company shall not exceed
the sum often millions of dollars and until it shall be certified by= the
Governor in like manner as aforesaid that one-half of such new capital
',has been so paid up, the company shall not be entitled, by advertisement
or otherwise, to state or hold out to the public that the amount of the
capital has been increased.
23. The remainder of the instalments on the shares constitutin;
such increased capital shall be wholly paid up within two 3=ears from the
date of the certificate, to be granted as aforesaid, of one-half thereof
having been paid up, and the same shall be made to appear to the satis-
faction of the Governor, to be certified as aforesaid.
24. The directors of the company shall, if; and whenever, they shall
be required so to do, by the Governor, produce and submit to him, or to
such persons or officers as he may appoint for that purpose, for his or
their inspection and examination, the several accounts. and statements
which by the said deed shall be directed to be made and furnished.
25. If the company shall become insolvent, every proprietor for the
'time bciab o£ shares in the capital thereof shall, in addition to his
liability
for the amount of the issue of notes under the provisions of the twelfth
c~11use of this Ordinance, be liable to contribute to the payment of the
debts, enbagements, and liabilities of the company not only such parts
of the shares'held by him or her respectively, in the capital of the
company,
as shall not have been theretofore called for and paid up, but also such
further sums of money not exceeding the amount of the shares so held
by him or her, as. shall be requisite and necessary to satisfy and
discharge
the-debts, enaabernents, and liabilities of the company:
Power to
increase
capital
farther under
certain
conditions.
Increased
capital to be
fully paid up,
when.
Directors to
produce
accounts and
statemen is
when called
on to do so.
Liability of
shareholders.
4RDIN&N49
l~fai ~~o~ ~~i
-kdszgbngi and ghanyhae Bank.
°rrovwaw:w, ~~ ,~w 28. In, the said deeds so to be executed as aforesaid;
and in every
deed and
na transfer of any share or shares in the company, due provision shall
uccord-
''rinde°` ingly be made for the payment by the shareholders of such
amounts as
aforesaid.
'Provisions for
repeal of this
Ordinance on
erxain events,
27, In the event of the insolvency of the company, or of any
suspension in the payments of the company, for the space of sixty days
in succession, or for any number of days, at intervals which shall amount
altogether to sixty days within any one year, or if the company shall not
have well and truly maintained, abided by, performed and observed, all
and every the rules, orders, provisions, and directions herein contained
and set forth, or to be contained and set forth in the said deed, so to be
executed as aforesaid; then, and in any of such cases, it shall and may
be lawful for the Governor with the advice of the Legislative Council of
the Colony by an Ordinance to be passed for that purpose to repeal this
Ordinance and declare that the incorporation hereby granted to the
company shall cease and determine and become absolutely void.
company may 2$, Subject as hereinafter mentioned the company may be wound
up
be wound up. by the Supreme Court of Hongkong in its Equitable
jurisdiction and all
the provisions of 11 The Companies Ordinance 1865' with respect to the
winding up of companies registered thereunder shall apply to this
company as if expressly re-enacted in this Ordinance save and except in
such respects as the same may be altered or modified as hereinafter
mentioned or provided for
debts.
1. The circumstances under which the company may be wound
up are as follows; that is to say :-
A. In the event of the company being dissolved,
or ceasinn to carry on business, or carrying on business
only for the purpose of winding up its affairs.
B. Whenever the company is unable to pay it,
s,
Whenever the Court is of opinion~:that it is just
and equitable that the company should be wound up.
2. The company shall be deemed unable to pay its debts
y A. Whenever a creditor to whom the company is
indebted; at Law or in Equity, by assignment or`otherwise,
rORn)IiVANNCE No: 5 CF 1866.
jlongkong and Shangkae Bank.
in a sum exceeding three hundred dollars then due ha
~s
served upon the company, by leaving the same atk.tht
principal place of business of the company, or by deliver-
ing to the manager or some director or principal officer
of the company, or by otherwise serving the same in
such manner as the Court may approve or direct, a
dernand under his hand requiring the company to pay
the sum so due, and the company has for the space of
three weeks succeeding the service of such demand
neglected to pay such sum or to secure or compound for
the same to the satisfaction of the creditor.
B. Whenever execution or other process issued on
a judgment, decree, or order obtained in any Court in
favour of any creditor, at Law or in Lquify, in any
proceeding instituted by such creditor against the com-
pany, is returned unsatisfied in whole or in part.
G'. Whenever it is proved to the satisfaction of the
Court that the company is unable to pay its debts.
29. On the determination of the term of twenty-one years front the
.late of this Ordinance the powers and privileges hereinbefore conferred
-on the company shall cease, unless the Governor with the advice of the
Legislative Council of the Colony declare to the contrary and by an
Ordinance to that effect authorize the company to continue incorporated
ruder the aforesaid provisions for a further term of ten years, or for
such
period and tinder such provisions and conditions as may be contained in
the said Ordinance.
:-3.0. The incorporation of the company by this Ordinance shall not
affect or prejudice the liability of the company to have enforced against
i t or its yembers, or its right to enforce, any debt or obligation
incurred
or any%
~contract. entered into, by, to, with, or an behalf of the company
previously_ta,,,qp6 incorporation, but the company may sue and be sued
in respect of ill or any such debt or debts, obligation or obligations,
contract or contracts, by or under its corporate name aid in precisely
the same manner as if the debt, obligation, or contract had'been incurred,
made, or entered- into after the incorporation of-the company by this
Ordinance:
Tncorpolra.-
tion to cease
after 21 yeav4
unless exten-
ded by Ordi-
nance.
[See Ord. To.
TS of IRS7.]
Obligations
and contract.,;
existing or
incurred
previously
to inoo,pora-
tfon.
No. 5 of 1866.
Hongkong and Shanghae Bank.
Proclamation,15th December, 1864, under section 6
That it had been made to appear to the satisfaction of the Governor
that the
WhO.o£ the capital of five millions of dollars mentioned in the said
section had been
subscribed for by deed under band and seal, and that more than one half
of such sum
of five millions of dollars had been actually paid up.
S
Government NotiflraLzo?z of the 13th August, 1867, under section 10
Notifying that it had been proved to the satisfaction of the Governor that
persons mho have subscribed for at least one half of the capital of the
bank, have
executed the deed of settlement required by the said Ordinance.
Proclamation of the 12t1z Julg, 1884, under section 5
That the further capital of two millions and five hundred thousand
dollars had
been raised and that the sum of five millions of dollars together with
the said further
sum of two millions and five hundred thousand dollars making in all a
total of seven
millions and five hundred thousand dollars should henceforth be taken to
be the fixed
capital of the said bank, but with power nevertheless to the bank to
further increase
the capital hereafter as provided in the said Ordinance,
889
Title.
[See Ords. Nos. 21 of 1886, 15 of 1887 and 29 of 1889.]
Preamble.
890
Shorrt tilte.
Interpretation of terms.
Grant of incorporation.
891
Power to the company to carry on banking business for twenty-one years.
[* Extended to a further term of 21 years by Ordinance No. 15 of 1887.]
[* Proclamation of 25th January, 1890: See Gazette of same date.]
Capital and increase of capital.
Prohibition of commencement of company until capital subscribed and half paid up.
892
Provison for repela of Ordinance and rescission of incorporation of company.
Provision as to further capital.
Payment of remainder of instalmetns.
Deed of settlement to be signed within twelve months, and filed with Registrar of Companies.
893
894
Rules and regulations of the company, what are to be.
Issue of notes and bills, provisions as to.
Liability of shareholders to be unlimited in respect of note issue.
Limitation of issue of notes and provision for keeping of reserve against them.
895
Limit of total debts and liabilities.
In event of suspension of payment, no fresh issue to take place.
Limit of accommodation to directors.
Power to the company to hold lands and buildings subject to certain restictions.
Power to other parties to convey lands in mortmain to company.
896
Notice of purchase and re-sale of lands of company to be given.
Prohibition against purchase of other lands and against trading, but with power accept land and personal property as security for monies owing.
Power to company to sell and convert land or property taken as security.
897
Power to increase capital further under certain conditions.
Increased capital to eb fully paid up, when.
Directors to produce accounts and statments when called on to do so.
Liability of shareholders.
898
Provisions to be included in deed and transfers.
Provisions for repeal of this Ordinance on certain events.
Company may be wound up.
899
Incorporation to cease after 21 years unless extended by Ordinance.
[See Ord. No. 15 of 1887.]
Obligations and contracts existing or incurred previously to incorporation.
900
Abstract
889
Title.
[See Ords. Nos. 21 of 1886, 15 of 1887 and 29 of 1889.]
Preamble.
890
Shorrt tilte.
Interpretation of terms.
Grant of incorporation.
891
Power to the company to carry on banking business for twenty-one years.
[* Extended to a further term of 21 years by Ordinance No. 15 of 1887.]
[* Proclamation of 25th January, 1890: See Gazette of same date.]
Capital and increase of capital.
Prohibition of commencement of company until capital subscribed and half paid up.
892
Provison for repela of Ordinance and rescission of incorporation of company.
Provision as to further capital.
Payment of remainder of instalmetns.
Deed of settlement to be signed within twelve months, and filed with Registrar of Companies.
893
894
Rules and regulations of the company, what are to be.
Issue of notes and bills, provisions as to.
Liability of shareholders to be unlimited in respect of note issue.
Limitation of issue of notes and provision for keeping of reserve against them.
895
Limit of total debts and liabilities.
In event of suspension of payment, no fresh issue to take place.
Limit of accommodation to directors.
Power to the company to hold lands and buildings subject to certain restictions.
Power to other parties to convey lands in mortmain to company.
896
Notice of purchase and re-sale of lands of company to be given.
Prohibition against purchase of other lands and against trading, but with power accept land and personal property as security for monies owing.
Power to company to sell and convert land or property taken as security.
897
Power to increase capital further under certain conditions.
Increased capital to eb fully paid up, when.
Directors to produce accounts and statments when called on to do so.
Liability of shareholders.
898
Provisions to be included in deed and transfers.
Provisions for repeal of this Ordinance on certain events.
Company may be wound up.
899
Incorporation to cease after 21 years unless extended by Ordinance.
[See Ord. No. 15 of 1887.]
Obligations and contracts existing or incurred previously to incorporation.
900
Title.
[See Ords. Nos. 21 of 1886, 15 of 1887 and 29 of 1889.]
Preamble.
890
Shorrt tilte.
Interpretation of terms.
Grant of incorporation.
891
Power to the company to carry on banking business for twenty-one years.
[* Extended to a further term of 21 years by Ordinance No. 15 of 1887.]
[* Proclamation of 25th January, 1890: See Gazette of same date.]
Capital and increase of capital.
Prohibition of commencement of company until capital subscribed and half paid up.
892
Provison for repela of Ordinance and rescission of incorporation of company.
Provision as to further capital.
Payment of remainder of instalmetns.
Deed of settlement to be signed within twelve months, and filed with Registrar of Companies.
893
894
Rules and regulations of the company, what are to be.
Issue of notes and bills, provisions as to.
Liability of shareholders to be unlimited in respect of note issue.
Limitation of issue of notes and provision for keeping of reserve against them.
895
Limit of total debts and liabilities.
In event of suspension of payment, no fresh issue to take place.
Limit of accommodation to directors.
Power to the company to hold lands and buildings subject to certain restictions.
Power to other parties to convey lands in mortmain to company.
896
Notice of purchase and re-sale of lands of company to be given.
Prohibition against purchase of other lands and against trading, but with power accept land and personal property as security for monies owing.
Power to company to sell and convert land or property taken as security.
897
Power to increase capital further under certain conditions.
Increased capital to eb fully paid up, when.
Directors to produce accounts and statments when called on to do so.
Liability of shareholders.
898
Provisions to be included in deed and transfers.
Provisions for repeal of this Ordinance on certain events.
Company may be wound up.
899
Incorporation to cease after 21 years unless extended by Ordinance.
[See Ord. No. 15 of 1887.]
Obligations and contracts existing or incurred previously to incorporation.
900
Identifier
https://oelawhk.lib.hku.hk/items/show/220
Edition
1890
Volume
v2
Cap / Ordinance No.
No. 5 of 1866
Number of Pages
12
Files
Collection
Historical Laws of Hong Kong Online
Citation
“HONGKONG AND SHANGHAE BANK ORDINANCE,” Historical Laws of Hong Kong Online, accessed March 15, 2025, https://oelawhk.lib.hku.hk/items/show/220.
