COMPANIES (RECONSTRUCTION OF RECORDS) ORDINANCE

COMPANIES (RECONSTRUCTION OF RECORDS) ORDINANCE

LAWS OF HONG KONG

COMPANIES (RECONSTRUCTION OF RECORDS)

ORDINANCE

CHAPTER 249





CHAPTER 249.

COMPANIES (RECONSTRUCTION OF RECORDS)
ORDINANCE.

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

1...........Short title ................... ... ... ... ... ... ... ... ... ... . 3

2. Construction............................. ... ... ... ... ... ... ... 3

PART I.

3.................Application of Part I ...... ... ... ... ... ... ... ... ... ... 3

4...............................Certain particulars to be furnished to the Registrar ... ... ... ... 3

5........................Replacement of Registrar's records ... ... ... ... ... ... ... 5

6. Registrar to receive copies of documents filed before 25th December,
1941 ..................................... ... ... ... ... ... ... 5

7.....................Authentication of documents filed ... ... ... ... ... ... ... ... 5

8...................Seal of company lost, etc . ... ... ... ... ... ... ... ... ... 5

9.................Provision where copy of memorandum of association unobtainable 6

10................Articles of association ..... ... ... ... ... ... ... ... ... ... 8

11. Procedure where articles of association and all copies thereof have
been lost ................................. ... ... ... ... ... ... 8

12..............Register of members ........... ... ... ... ... ... ... ... ... ... 8
13..............General meetings .............. ... ... ... ... ... ... ... ... 10

14..............................Issue of new share certificate where original is lost ... ... ... ... 11

15.......................Lost documents subsequently found ... ... ... ... ... ... ... 13

16..............................Profit and loss accounts during occupation period ... ... ... ... 13

17.....................................Exemption in respect of annual returns during occupation period ... 14

18.................................Annual returns where register of members incomplete ... ... ... 15

19. Private companies to provide certificate under section 110 of the
principal Ordinance .1 ...................... ... ... ... ... ... 15
20................Obligation of liquidators ... ... ... ... ... ... ... ... ... ... is

21..............Provisions as to time ......... ... ... ... ... ... ... ... ... ... 15
22..............................Application to court by liquidator for directions ... ... ... ... is

PART II.

23................Application of Part II ..... ... ... ... ... ... ... ... ... 16

24. Foreign companies to register particulars ... ... ... ... ... ... ... 16

25. Foreign companies to supply particulars of charges ... ... ... ... ... 16





Section. Page.
PART III.
26. Appeals . ... ... .. ... ... ... ... ... ... 16
27. Provisions in regard to statutory declarations ... ... ... ... 16
28. Liability to default fine for failure to comply with this Ordinance ... 17
29. Enforcement of duty of company to make return ... ... ... ... ... 17
30. Power of Governor to repeal any section ... ... ... ... ... ... 17

Schedule. Forms ... ... ... ... ... ... ... ... ... ... ... ... ... ... 17





CHAPTER 249.

COMPANIES (RECONSTRUCTION OF RECORDS).

To relieve companies (other than China companies) against their
inability or failure since the 8th day of December, 1941, to
comply with the Companies Ordinance, to provide for the
making of necessary returns by such companies, to provide
a means whereby companies can remedy the loss of registers,
records and documents and for other connected matters.

[5th September, 1947.]

1. This Ordinance may be cited as the Companies (Recon-
struction of Records) Ordinance.

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

PART I.

3. (1) This Part shall apply to every company incorporated
prior to the 25th day of December, 1941, under the principal
Ordinance or under any former enactment relating to companies
repealed by the principal Ordinance or by the Companies Ordin-
ance 1911, and which was not on such date registered with the
Registrar of Companies at Shanghai.

(2) The provisions of sections 12 to 22 (both inclusive), but
save and except section 15, shall also apply to any company which,
having been registered with the Registrar of Companies at
Shanghai, is registered or registers with the Registrar under the
Emergency Registration of China Companies Ordinance or any
enactment amending or repealing the same.

4. (1) Every company to which this Part applies shall with-
in three months from the commencement of this Ordinance or such
extended period as the Registrar may, in the case of any particular
company or as regards the furnishing by any company of any
particular or document, allow, furnish the Registrar with the
following particulars and documents-

(a) name of the company;

(b)whether the company is registered as a public or private
company;

(c) names of persons acting as directors of the company;

(d) name of person acting as secretary of the company;





(e)a declaration that the company has resumed its business or
other activities as the case may be;

notice of the situation of its present registered office in the
same manner as upon first incorporation as provided in
section 92 of the principal Ordinance;

(g) copies of memorandum and articles of association:

(h)a statement in writing as to whether or not the company is in
possession of or able to obtain its register of members or any
copy thereof and in the event of the company not being in
possession of or able to obtain such register or any copy
thereof, a further statement as to whether or not the company
intends to apply for leave to reconstruct its register of
members in accordance with section 12;

(i) copies of-

(i) special resolutions,

(ii) extraordinary resolutions;

(iii) resolutions which have been agreed to by all the
members of the 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;

(iv) 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;

particulars of all existing charges required to be registered
under section 80 of the principal Ordinance and which were
not so registered on the 8th day of December, 1941.

(2) Nothing in this section shall impose any liability on any
company to furnish any particulars or documents already filed with the
Registrar since the 15th day of August, 1945, or which such company
shall satisfy the Registrar, by any evidence which he shall deem
sufficient, cannot reasonably be expected to furnish prior to the
expiration of the said period of three months or such extended period as
the Registrar may, in any particular case, allow.

(3) Notwithstanding the provisions of the principal Ordinance
and save in so far as the contrary hereinafter appears, no company
which has complied with this section shall be liable to a fine, and
no director, manager or officer of such a company shall be liable
to any fine or imprisonment in respect of any omission to file or
supply during the period from the 8th day of December, 1941, to





the commencement of this Ordinance, any document or particular
required by the principal Ordinance to be filed or supplied.

5. (1) Where any document filed with the Registrar under
any former enactment has been lost. destroyed or damaged in
consequence of the invasion and occupation of the Colony by the
enemy, the Registrar may give notice to the company to file, within
a reasonable time to be specified in such notice, a duly authen-
ticated copy, of such document, and the company, if able so to
do, shall comply with such notice. No fee shall be payable on
filing any such copy.

(2) If default is made in complying with the provisions of
any such notice by a company able to comply therewith, the
company and every director, manager or officer thereof shall be
liable to a fine of ten dollars for every day during which the
default continues.

6. It shall be lawful for the Registrar, whether or not he has
given notice under section 5 to receive and cause to be filed a duly
authenticated copy of any document. the original or a copy of
which had already, prior to the 25th day of December. 1941, been
filed with him and for the purposes of compliance with the require-
ments of the principal Ordinance such copy so filed shall be
deemed for all purposes to be the equivalent of the document so
originally filed.

7. (1) Any memorandum of association filed pursuant to
the provisions of the foregoing sections shall be verified by
statutory declaration of a director or the secretary of the company
or other person who satisfies the Registrar that he makes such
declaration from his own personal knowledge, as a true copy of
such memorandum as existing at the date of such verification, and
such declaration shall be filed with the copy so verified.

(2) Any copy of any other document filed pursuant to the
provisions of the foregoing sections shall be certified by a director
or the secretary of the company or other person, having personal
knowledge of the facts, as a true copy of such document as
existing at the date of such certification..

8. Where it is shown to the satisfaction of the Registrar that
the common seal of a company has been lost, damaged or destroyed
or is otherwise not available, the Registrar may authorize the com-
pany to use, in place of its common seal, a stamp with the name
of the company inscribed thereon in legible English characters, for
such period as may be specified in such authorization, and may,
from time to time, extend such period as he thinks fit. Such stamp
may, thereupon, be used for all purposes for which, and in the
same manner as, the common seal of the company could be used
pursuant to the principal Ordinance and the articles of association
of the company.





9. (1) If a company has lost or is unable to secure a verified
copy of its memorandum of association and shall have satisfied
the Registrar by statutory declaration as to such loss or other
circumstances rendering it impossible to file a verified copy thereof,
it shall be competent for the company to act in manner following-

(a)a new memorandum shall be prepared incorporating as
far as is known or can be recollected or ascertained the
same provisions as were contained in the original memo-
randum of association and such memorandum shall be
approved by a special resolution of the company as being
in accordance with the provisions of subsection (4) and
as being suitable for adoption as the memorandum of
association of the company in place of such original;

(b)a copy of the proposed new memorandum shall be sent
with every notice convening the meeting at which such
special resolution is intended to be proposed;

(c)a copy of such proposed new memorandum of association
shall, as from the date of sending out the notices conven-
ing the meeting at which such special resolution is
intended to be proposed, be available at the registered
office of the company for inspection by any member or
creditor of the company during usual business hours and
a copy thereof shall not later than the day on which
such notices are sent out, be filed with the Registrar
together with a statutory declaration by a director or
secretary of the company that after diligent investigation
and inquiry, such director or secretary is satisfied that
such new proposed memorandum has been drawn up
strictly in accordance with the provisions of subsection (4);

(d)the company shall cause an advertisement to be inserted
three times in such newspaper or newspapers as the
Registrar shall prescribe (which three insertions may be
in one or more newspapers circulating either within or
outside the Colony) stating that the company has lost its
memorandum or as the case may be and that it is
proposed to adopt a new memorandum and stating the
place where such proposed new memorandum may be
inspected. The advertisement shall further state that
objections to such proposed new memorandum the nature
of which objections to be stated briefly in writing should
be filed with the Registrar with an address for service
within the Colony of such person objecting within the
period (to be fixed by the Registrar) mentioned in such
advertisement;

(e)the manner of advertising and the requirements to be
therein set out mentioned in paragraph (d) shall be
prescribed by the Registrar who shall have the power
to vary or extend the provisions of paragraph (d) as he
shall think fit having regard to the circumstances;





(f) if, within the time limited, no objections are filed the Registrar
shall register such new memorandum as the memorandum of
association of the company but with power for him, if he
thinks fit, to refer the matter, by way of summary application,
to a judge in chambers;

(g)if any objections are filed the company shall, unless the
Registrar shall direct that all the objections filed are without
substance, apply by petition to the court to approve the said
new proposed memorandum and shall join all persons filing
objections as parties to such proceedings.

(2) The court upon any such application may give such directions
and may make such order and on such terms and conditions as it shall,
in the circumstances, think fit, and any memorandum approved by the
court, with or without modifications pursuant to this subsection, shall
be forthwith registered by the Registrar.

(3) Any memorandum of association registered by the Registrar
pursuant to the provisions of this section shall have effect as the
memorandum of association of the company, in place of the
memorandum of the company as originally registered with such
amendments thereof as have, from time to time, been lawfully made, but
without prejudice to the rights of any person or member to proceed by
action for damages in respect of any loss or damage suffered by him by
reason of any variance between the memorandum of the company as
existing prior to the registration of the new memorandum and the new
memorandum provided such person or member shall satisfy the court
that he had no knowledge of the proposal to adopt a new memorandum,
and that any proceedings in respect of such loss shall be commenced
within two years of the registration of the new memorandum of
association.

(4) In any case coming within the provisions of this section regard
shall always be had to the form and content of the former memorandum
of association of the company in so far as the same are known or can be
ascertained. Accordingly no matter or provisions shall be included in
the proposed memorandum which are known not to have been included
in the original memorandum and such proposed new memorandum shall,
as far as possible, contain a full and exact reproduction of all those
matters and provisions contained in the original memorandum of
association.

(5) In any case in which the Registrar or the court is satisfied that
insufficient data is available as to the matters contained in the original
memorandum so as to render it inexpedient, having regard to the
circumstances, to allow the adoption of a new memorandum it shall be
competent for the Registrar or the court to refuse to register or approve
such new memorandum of association.





10. A company, which satisfies the Registrar that by reason
of having fully adopted Table A in the First Schedule to the
principal Ordinance it never had any articles of association what-
soever, shall be exempt from the obligation to file a copy of its
articles of association.

11. (1) A company shall be exempt from the obligation
imposed upon it by section 4 to supply the Registrar with a copy
of its articles of association if it satisfies the Registrar by statutory
declaration that such articles of association and all copies thereof
have been lost.

(2) Any company exempt by virtue of subsection (1) shall,
within six months from the commencement ofthis Ordinance or
such extended period as the Registrar may allow, adopt new
articles of association in place of the articles which have been
lost. (Amended, 29 of 1948, s. 2)

(3) Nothing herein contained shall be deemed to authorize
any alteration of articles of association not authorized by section
13 of the principal Ordinance and section 117 of the principal
Ordinance shall apply to any special resolution by which any such
alternation is effected.

12. (1) If a company is not in possession of or is unable to
obtain its register of members or a copy thereof, it shall, within
three months from the commencement of this Ordinance or such
extended period as the Registrar may allow, apply to the Registrar
for leave to reconstruct its register of memebers. Any such
application shall be supported by a statutory declaration of a
director or secretary, which statutory declaration shall contain so
far as may be possible particulars of - (Amended, 29 of 1948, s. 3)

(a) the persons who were the registered shareholders of the
company at the date of its last annual return;

(b) persons who in the opinion of the company have since
become entitled to be registered as shareholders; and

(c) the evidence upon which the company has relied in giving
such particulars.

(2) Upon any such application the Registrar shall forthwith
direct the company to insert and the company shall insert in such
newspapers (whether circulating in the Colony or not) as he shall
specify an advertisement in three successive calendar weeks
stating-

(a) that application has been made under this section;

(b) that the statutory declaration in support and the exhibits
thereto can be inspected, on payment of such fees as may
be prescribed, in the office of the Registrar of Companies;
and





(c)calling upon all persons who claim to be entitled to be
registered as shareholders of the company to notify the
company of their full names and addresses, their claim and the
evidence upon which it is based within three months from the
expiration of the calendar week in which the first
advertisement in a newspaper circulating in the Colony
appears.

(3) At any time after the expiration of the last mentioned period of
three months the Registrar shall, on being satisfied that the company
has complied with any direction given by him under subsection (2),
grant the company leave to reconstruct its register.

(4) Where a company has been granted leave under this section to
reconstruct its register such register shall be reconstructed in such
manner as may be prescribed by regulation and in default of regulation
it shall be competent for the Registrar to give directions as to
reconstruction.

(5) Any company to which this section applies and which
has obtained leave to reconstruct its register shall not be deemed
to be in default, in compliance with section 95 of the principal
Ordinance, so long as it complies with any regulations as to
reconstruction made under this Ordinance or with any direction
given by the Registrar under subsection (4):

Provided always that if at any time after the expiration of six months
from the date when leave was granted the Registrar is of opinion that
the reconstructed register is so defective or is likely to be so inaccurate
as to make it undesirable that the company should carry on business, he
may, by notice under his hand, revoke the grant of such leave.

(6) Any such revocation shall have the same effect as an order by
the court to wind up the company:

Provided always that upon appeal to a judge in chambers such
revocation may be varied by the grant of leave to the company to
continue to reconstruct its register of members for such extended period
and upon such terms as to the court may deem fit.

(7)(a) Any company which has obtained leave to reconstruct its
register may apply to the court by petition for leave to
substitute its reconstructed register for its original register.

(b) Upon any such application the court may-

(i) settle any dispute as to the ownership of shares in the
company which in the opinion of the court may conveniently
be determined in such proceedings;





(ii) make an order substituting the reconstructed
register for the original register; and
(iii) if it considers that the register is so defective or
is or is likely to be so inaccurate as to make it desirable
that the company should cease to carry on business, make
an order for the winding up of such company.

(c)Where there are no conflicting claims outstanding an
order substituting the reconstructed register for the
original register may be made by the Registrar.

(d)Any register substituted under sub-paragraph (ii) of
paragraph (b) or under paragraph (c) or which is being
reconstructed by leave of the court shall be prima facie
evidence of all matters directed or authorized by the
principal Ordinance to be inserted in the register and any
substituted register shall be sufficient authority to the
company to issue new share certificates to any person
registered therein as a shareholder at the date of the
order of substitution in respect of the shares of which he
is then shown to be the registered holder and to cancel
any previously issued share certificates relating to such
shares.

13. (1) A company shall not be deemed to have been or to
be in default for not having held a general meeting in any of the
years 1941, 1942, 1943, 1944, 1945 and 1946, if it either has held
a general meeting in the year 1946 or shall hold such meeting in
the case of a company having its register of members before the
31st day of December, 1947, and in the case of a company which
has obtained leave to reconstruct its register before the 30th day
of June, 1948:

Provided that. upon satisfactory evidence being produced to
the Registrar as to the impossibility or impracticability of holding
such meetings before the 31st day of December, 1947, and the
30th day of June, 1948, respectively, he may specify such other
dates on or before which such meetings shall be held. (Added,
29 of 1948, s. 4)

(2) Until the 1st day of July, 1948. if there are no directors,
a general meeting may be validly convened if convened by the
de facto directors of a company for all or any of the purposes
hereinafter specified.

(3) The purposes aforesaid are the election of auditors to
hold office until the next annual general meeting, the validation,
ratification and confirmation of the acts of de facto directors and
the taking of all steps necessary for the purpose of rectifying
omissions and irregularities arising during the period of the
occupation of the Colony by the enemy, for complying with the
law (including this Ordinance) for regularizing the position of the





company and for complying with the requirements of the memorandum
and articles of association.

(4) A general meeting convened by de facto directors for any of the
aforementioned purposes at any time between the 15th day of August,
1945, and the commencement of this Ordinance shall have the same
validity as if convened by the lawfully appointed directors of the
company.

(5) In this section, the expression de facto directors of a company
means the persons who were last validly appointed directors of the
company, and the survivors or last survivor of them, notwithstanding
that by reason of the occupation of the Colony by the enemy, such
persons may not have complied with any provision of the law or of the
articles of association of the company relating to the retirement or
rotation of directors or may otherwise by reason of such occupation
have ceased, in law, to be directors of the company.

14. (1) Any person who is the registered proprietor of any
shares in any company to Which this Part applies or claims to
have become entitled to be registered in the register of members
as the proprietor thereof and Who is not in possession of the share
certificate relating thereto may apply in writing to the secretary
of the company for the issue of a new share certificate under the
provisions of this section. (Amended, 29 of 1948, s. 5)

(2) Such application shall be made in the prescribed form and shall
be accompanied by a statutory declaration which. in the case of the
application being made by a person other than the registered proprietor,
shall verify the claim and shall in all cases state

(a)when the share certificate as last in the applicant's possession
and how he lost possession thereof;


(b) whether the applicant has executed any transfer in respect



thereof, whether in blank or otherwise; and

(C)that no other person is entitled to be registered as the
proprietor of the said shares.

(3) If the company has not received notice of any conflicting
claim, it shall, after compliance with the provisions of subsections
(4) and (5), advertise in the Gazette in three successive months in
the prescribed form its intention to issue a new certificate in respect
of all or any of the shares to which the application relates.


(4) If such application is made by the registered proprietor or the
registered proprietor joins in the application the company may insert the
first advertisement under subsection (3) as soon as the secretary of the
Hong Kong Stock Exchange Limited has



certified to the company in writing at the foot of a copy of the








proposed advertisement that a copy thereof has been exhibited



by him in accordance with the provisions of subsection (6).





(5) If such application is made otherwise than as aforesaid the
company may insert such advertisement only if no objection is received
from the registered proprietor within ninety days after a copy of such
proposed, notification has been served upon him by the company by
sending the same by registered post to his last registered address.

(6) The Hong Kong Stock Exchange Limited shall set aside a
conspicuous place in the Stock Exchange for the posting and exhibition
of copies of proposed advertisements under subsection (5) and shall,
at the request of the secretary of any company to which this Part
applies, exhibit in such place any copy of a proposed advertisement
required by subsection (3) supplied to the said Stock Exchange by
such secretary.

(7) Upon the expiration of three months from the first insertion in
the Gazette of the prescribed advertisement, if the company has not
received notice of any claim conflicting with the application for a new
share cerificate, it may issue a new share certificate to the applicant
notwillistanding the non-production of the certificate granted to the
person appearing in the register as the registered proprietor and shall
in such event cancel such last mentioned certificate.

(8) The issue of a new share certificate and the cancellation of the
previous certificate provided for by subsection (7) shall be notified in
the Gazette in the prescribed form and a copy thereof shall be sent by
the company to the said Stock Exchange.

(9) Where a share certificate has been cancelled in accordance with
the provisions of subsection (7) the following provisions shall apply

(a)rectification of the register still be made in favour of a person
claiming under such share certificate as against the person to
whom a new share certificate has been granted but shall not
be made as against a bona fide purchaser for value
without notice from the person to whom such new share
certificite has been granted or against any person claiming
under such bona fide purchaser;

(b)in the event of an order for rectification being made under
paragraph (a) the company Aall not be or be made liable in
any way whatsoever for having issued and acted on the new
certificate;

(c)in any case in which, but for the provisions of this section, a
person claiming under a share certificate which has been
cancelled by the company under the provisions of this
section, would have been entitled to have his name placed on
the register of members as proprietor of the shares to which
such certificate relates the company shall not be or be made
liable to such person for such cancel





lation or for having issued a new certificate or because
the person to whom such cancelled certificate was issued'
was registered in the register of members as the proprietor

of the shares in respect of which such certificate was
granted but the person to whom a new certificate was
granted shall in such event be liable in damages to the
person claiming under the cancelled share certificate for
the value of the shares as at the time of their transfer

to a bona fide purchaser for value without notice.

(10) All expense relating to the issue of a new certificate and

the cancellation of acertificate under this section shall be
borne by the ait shall be lawful for the company
notwithstandingc mandatory provisions of this section to refuse
to comply therewith until provision for the payment of such
expenses has been made to its satisfaction.



15. Where any memorandum register or other return or document
(other than a share certificate) of or relating to any company has been lost
or mislaid and another has been substituted pursuant to the provisions of
this Ordinance and such memorandum register or other return or document
is subsequently found, the company shall forthwith report such finding to
the Registrar and cause a copy thereof verified or certified as required by
this Ordinance to be filed within twenty-eight days for the purposes of
record. In the case of such document being the memorandum or articles of
association the company shall within three months of such document
having been found by special resolution resolve either to retain the
substituted document or to adopt the document which has been found but
save as aforesaid the finding or filing of such document shall not affect the
validity of any substitution authorized by this Ordinance.

16. (1) If the directors of a company have laid or shall lay before the
company in general meeting the accounts and balance sheets required
by section 122 of the principal Ordinance at the first general meeting of
the company held since the 15th day of August, 1945, then so far as
concerns any account that should have been laid before the company in
general meeting in the years subsequent to 1940 preceding the holding
of such general meeting, no default shall be deemed to have occurred
by reason of such accounts not having been laid before the company at
the times prescribed by section 122 of the principal Ordinance.


(2) Notwithstanding the provisions of section 122 of the principal
Ordinance or of the articles of association or regulations affecting any
company the accounts referred to in subsection (1) may, with the
approval of the company in general meeting, which may be given at the
general meeting before which such accounts are laid, be either one
account for the whole period since the last account prior to the 25th day
of December, 1941, or if no such





account has been rendered then since the incorporation of the
company, or may be accounts made up for periods which together
correspond to such aforementioned period and balance sheets may
be made up accordingly.

(3) The approval of the company in general meeting shall
be deemed to have been given if accounts, which could have been
laid before the company in general meeting under the provisions
of this section had it then been in force, have been passed by the
company in general meeting.

(4) Nothing in this section shall be construed so as to deprive
any creditor or shareholder or any other person of any rights to
which he would have been entitled had this section not been
enacted, not being merely a right to accounts and balance sheets
in accordance with section 122 of the principal Ordinance or in
accordance with the articles of association or regulations affecting
the company. and if it be necessary in order to give effect to such
rights that the accounts or balance sheets of the company for the
period affected or for any part thereof be made up in some other
way other than that approved by the company under this section,
then nothing in this section shall authorize a refusal to make out
and furnish such accounts and balance sheets.

(5) If it is made to appear to a judge in chambers that in
order that it may be determined whether a creditor or shareholder
or other person has any such right as is mentioned in subsection
(4) it is necessary that accounts and balance sheets be prepared in
the manner directed by section 122 of the principal Ordinance
or in the manner directed by the articles of association and if in
all the circumstances of the case (including acquiescence on the
part of the applicant, lapse of time and the possibility of furnishing
the accounts) it appears to him that it is just and equitable so to
do he may, notwithstanding any approval given by the company
in general meeting under subsection (2), order that accounts and
balance sheets be prepared accordingly.

(6) Any application under subsection (5) shall be made by
summons supported by affidavit and shall be served on the com-
pany and such other parties as the judge may direct.

17. (1) Every company other than a company which has
been granted leave to reconstruct its register shall make a return
in the form of an annual return as on the day of the first ordinary
general meeting of the company held after the 1st day of
September, 1945, and shall forward the same to the Registrar on
or before the 31st day of December, 1947, or on or before such
later date as the Registrar may in the case of any particular com-
pany specify:

Provided that, upon satisfactory evidence being produced to
him as to the impossibility or impracticability of making such





return, the Registrar may in place thereof accept such other return in
form of an annual return as he may approve. (Added, 29 of
1948, s. 6)

(2) A company which complies with the provisions of section 16
or which files a return in accordance with section 18 shall not be deemed
to have been in default for failing to have filed an annual return in
respect of any of the calendar years 1942, 1943, 1944, 1945, 1946
or 1947.

18. (1) Where a company has been granted leave to reconstruct its
register it shall file a return in the form of an annual return in respect of
the period from the 1st day of December, 1941, to three months after
such reconstructed register has been substituted for its original register
or to the 30th day of June, 1948, whichever shall be the later date.

(2) Any such company shall in place of an annual return in the
years 1947 and 1948 file such particulars and documents as in the
opinion of the Registrar it reasonably can.

19. Any return required by the provisions of this Ordinance to be
filed in the form of an annual return shall be, in the case of a private
company, accompanied by the certificates required by section 110 of
the principal Ordinance.

20. (1) Every liquidator appointed in respect of a liquidation
pending on the 25th day of December. 1941. shall, before the 31st day of
August, 1949. file with the Registrar a statutory declaration giving all
relevant particulars in respect of such liquidation as he is able to furnish
and setting out what records and account books (if any) relating to the
company are in his possession or can be made available to him. (See
G.N.A. 110/49)

(2) Any liquidator who is in 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.

21. In respect of any liquidation which was pending on the 25th
day of December, 1941, the period from the 25th day of December,
1941, to the expiration of three months from the commencement of
this Ordinance shall not be reckoned in calculating any period of time
for the purposes of the principal Ordinance and of anything prescribed
thereunder. This provision shall not, however, affect the validity of any
act or notice bona fide done or given in any such liquidation after
the 25th day of December, 1941, and before the commencement of this
Ordinance.

22. A liquidator appointed in respect of any liquidation pending on
the 25th day of December, 1941, or any person interested in such
liquidation may apply to the court by summons returnable





before a judge in chambers for directions as to the continuation of such
liquidation and upon such application the court may make such order
and give such directions as it deems fit, including the extension of any
time limited by or prescribed under the principal Ordinance as extended
by section 21 of this Ordinance. The court may, on any such application
order that any steps taken, returns made, accounts taken, or acts of
whatsoever nature done in the liquidation shall be taken, made or done
de novo.

PART II.

23. This Part shall apply to every company which, prior to the 25th
day of December, 1941, had complied with section 333 of the principal
Ordinance.

24. Every company to which this Part applies and which, after the
25th day of December, 1941, shall have continued to maintain a place of
business within the Colony or which on or about such date shall have
discontinued such business and subsequently re-established the same,
shall, within three months of the commencement of this Ordinance, or
within three months of the re-establishment of its business whichever
shall be the later period. comply with Part XI of the principal Ordinance
notwithstanding that the documents required to be registered by such
Part thereof have already been delivered to the Registrar. This
requirement shall not apply to any company which, since the 1st day of
September, 1945, and prior to the commencement of this Ordinance, shall
have already delivered to the Registrar the documents and particulars
required by section 333 of the principal Ordinance.

(Amended, 29 of 1948, s. 7)

25. It shall be the duty of every company to which this Part applies,
within three months from the commencement of this Ordinance or such
extended period as the Registrar may, in any particular case, allow to
send to the Registrar particulars of all existing charges required to be
registered under section 91 of the principal Ordinance and which were
not so registered on the 8th day of December, 1941.

PART III.

26. Any decision of the Registrar pursuant to the provisions of this
Ordinance shall be subject to appeal by way of summary application to
a judge in chambers and any decision of a judge or of the court other
than a decision by way of appeal from the Registrar shall be subject to
appeal to the Full Court.

27. All matters required by this Ordinance and the principal
Ordinance to be dealt with by statutory declaration may, if thought
desirable, be included in the same statutory declaration.





28. (1) If a company fails to comply with the provisions of this
Ordinance the company and every officer of the company who is in
default shall be liable to a default fine.

(2) No company or officer thereof shall be liable for any default fine
under this section if it is proved to the satisfaction of the court or
magistrate that the company has not carried on business since the 1st
day of September, 1945, and has no place of business within the
Colony.

29. Without prejudice to any provision imposing penalties-

(a)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;

(b)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.

30. Notwithstanding any of the provisions hereinbefore contained,
the Governor may, whenever it may seem to him expedient to do so, by
proclamation declare that any of the preceding section or sections shall
cease to have effect from a specified date and such cessation shall have
the same effect as if the section or sections to which it relates had been
repealed.

(Added, 29 of 1948, s. 9)

SCHEDULE.

FORM 1. [s.14(2).]

COMPANIES (RECONSTRUCTION F RECORDS) ORDINANCE.
Chapter 249).

APPLICATION FOR THE ISSUE OF A NEW SHARE CERTIFICATE.

To the Secretary of the .................................. Company, Ltd.

This application is made by ................................................
of .................

who claims *as the registered proprietor of ..................

*as transferee from the registered proprietor
*Ordinary *Preference Shares in the Company. *Deferred

Delete whichever is not applicable.





The distinguishing numbers of the shares are ..............................

Separate certificates numbered and

respectively were issued in respect of Nos . ............... to

....................... and Nos . to

DATED this ...day of ,19

..................
.....................................

(Signature of Applicant)

If numbers are unknown, state 'unknown'.

(Amended, 29 of 1948, s. 10)

FORM 2. [s. 14(3).]

COMPANIES (RECONSTRUCTION OF RECORDS) ORDINANCE.



(Chapter 249).

NOTICE OF INTENTION TO ISSUE NEW SHARE CERTIFICATE

............*First
............*Second Notice.
............*Third
The .................................... Company, Ltd.
............*Ordinary
............*Preference Shares.
............*Deferred

NOTICE is hereby given that application has been received from

................ of
new certificates *Ordinary *Preference Shares in the above-
mentioned Company *Deferred

Distinguishing Nos . .....

Certificate Nos . .....and

AND TAKE NOTICE that in default oaf claims by other persons to be
registered as proprietors of the said shares being received by the Secretary of the
above-mentioned Company within three months from the first publication of this
notice in the Gazette the Company
may issue *a new certificate in respect of the said shares
*new certificates

DATED this..................... day of
............................... ,19




....................

Secretary,

The .................Company, Ltd.

* Delete whichever is not applicable.
+ If numbers are unknown, state 'unknown'.





I hereby certify that a copy of the above advertisement has been exhibited
by me in the Stock Exchange.

..........
Secretary,

Hong Kong Stock Exchange Limited.
(Amended, 29 of 1948, s. 10)

FORM 3. [s. 14(8).]

COMPANIES (RECONSTRUCTION OF RECORDS) ORDINANCE.

(Chapter 249).

NOTICE OF CANCELLATION OF PREVIOUS SHARE CERTIFICATE AND



ISSUE OF NEW CERTIFICATE.

The ......................... Company, Ltd.
............*Ordinary
............*Preference Shares.
............*Deferred

To all whom it may concern:

NOTICE is hereby given that pursuant to the provisions of section 14 of
the above-mentioned Ordinance, the Company has

Certificate numbered
cancelled the Certificates numbered and

distinguishing numbers issued to *Ordinary

............................in respect of ................. *Preference Shares
............................*Deferred

in the above-mentioned Company

Certificate No . .......... having been

Certificates Nos . and

cancelled * a new Certificate numbered
*new Certificates numbered and

distinguishing numbers ........................... has been issued
..............................have
to

A copy of this notice has been sent to the Hong Kong Stock Exchange
Limited.

DATED this ...day of .................................... ,19

.......................................................

Secretary,

The ............. Company, Ltd.

* Delete whichever is not applicable.
+ If numbers are unknown, state
'unknown'.







(Amended, 29 of 1948, s. 10)
Originally 40 of 1947. (Cap. 249, 1950.) 29 of 1948. Short title. Construction. (Cap. 32.) Application of Part I. (58 of 1911.) (Cap. 261.) Certain particulars to be furnished to the Registrar. Replacement of Registrar's records. Registrar to receive copies of documents filed before 25th December, 1941. Authentication of documents filed. Seal of company lost, etc. Provision where copy of memorandum of association unobtainable. Articles of association. Procedure where articles of association and all copies thereof have been lost. Register of members. General meetings. Issue of new share certificate where original is lost. Schedule, Form 1. Schedule, Form 2. Schedule, Form 3. Lost documents subsequently found. Profit and oss accounts during occupation period. Exemption in respect of annual returns during occupation period. Annual returns where register of members incomplete. Private companies to provide certificate under section 110 of the principal Ordinance. Obligation of liquidators. Provisions as to time. Application to court by liquidator for directions. Application of Part II. Foreign companies to register particulars. Foreign companies to particulars of charges. Appeals. Provisions in regard to statutory declarations. Liability to default fine for failure to comply with this Ordinance. Enforcement of duty of company to make return. Power of Governor to repeal any section.

Originally 40 of 1947. (Cap. 249, 1950.) 29 of 1948. Short title. Construction. (Cap. 32.) Application of Part I. (58 of 1911.) (Cap. 261.) Certain particulars to be furnished to the Registrar. Replacement of Registrar's records. Registrar to receive copies of documents filed before 25th December, 1941. Authentication of documents filed. Seal of company lost, etc. Provision where copy of memorandum of association unobtainable. Articles of association. Procedure where articles of association and all copies thereof have been lost. Register of members. General meetings. Issue of new share certificate where original is lost. Schedule, Form 1. Schedule, Form 2. Schedule, Form 3. Lost documents subsequently found. Profit and oss accounts during occupation period. Exemption in respect of annual returns during occupation period. Annual returns where register of members incomplete. Private companies to provide certificate under section 110 of the principal Ordinance. Obligation of liquidators. Provisions as to time. Application to court by liquidator for directions. Application of Part II. Foreign companies to register particulars. Foreign companies to particulars of charges. Appeals. Provisions in regard to statutory declarations. Liability to default fine for failure to comply with this Ordinance. Enforcement of duty of company to make return. Power of Governor to repeal any section.

https://oelawhk.lib.hku.hk/items/show/2983

1964

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