COMPANIES ORDINANCE, 1877

COMPANIES ORDINANCE, 1877

ORDINANCE No. 1~ o-F 1877.

Companies.

No. 1 .of 1877.

An Ordinance to amend 'The Companies Ordinance, 1865,' Title.

and to repeal Ordinance To. 4 of 18 7 6.

. [21st June, 18 7 7.

1dEREAS it is expedient to extend to all companies limited by W Preamble.
[See Orda-
.shares and registered in the Colony the power of sub-dividing' nancas No.
.z
their shares, and to amend ' The Companies Ordinance, 1865; ' Be it ~
38f1 se,~2
enacted by the Governor of Honakonw, with the advice of the Legislative
1881,4A. s of
Council thereof, as follows :- rss38Np. 3a
of r sga. ~

1. Ordinance No. 4 of 1876 is hereby repealed.

144

2. This Ordinance may be cited as 'The 'Companies Ordinance
1$77.'

. 3. 'The Companies Ordinance, 1865,' is hereinafter referred for as
'The Principal Ordinance;' and the principal Ordinance and this
Ordinance are hereinafter distinguished as and may be cited as 'The
Companies Ordinances, 1$65 and 18 r' i ;' and this Ordinance shall, 'so
far
as is consistent with the tenor thereof, be construed as one with the
principal Ordinance ; and the expression ''this Ordinance' in the
principal
Ordinance, and any expression referring to the principal Ordinance, which
occurs in, any Ordinance, or other document, shall be construed to mean
the principal Ordinance as amended by this Ordinance.

Unlimited liability of directors.

4. Where after the commencement of this Ordinance a company company
is formed as a limited company under the principal Ordinance, the may ha~e
~ directors with
liability of the directors or managers of such company, or the managing
'limited
y ~ liability.
director, may, if so provided by the memorandum of association, be [see.
4.]

unlimited.. The ,following modifications shall be made in the
thirty-seventh
section of the principal Ordinance, with respect to the contributions to
be
required`in the event of the winding-up of a limited company under the
principal Ordinance, from .y director or manager whose liability is, in
pursuance of this Ordinance, unlimited:

( 1. ) Subject to the provisions hereinafter contained, any such
director or manager, whether past or present, shitll, , in

Ordinance
No. 4 of 1876
repealed.

Short title.

Ordinance to
be construed
as one with
No. 1 of 1.865:,
[so & si Vic.
c. 131-x. 2.]

Liability of
director; past

and ,present,.
where,
liability is
unlimited;
ORDINANCE No. .l oF 1377.

Companies.

addition to his liability (if any ) to contribute as an
ordinary member, be liable to contribute as if he were
at the date of the commencement of such winding-up a
member of an unlimited company:

(2. ) No contribution required from.any past director or manager
who has ceased to hold ,such office for a period of one
year or upwards prior to the commencement of the
winding-up shall exceed the amount (if any) which he
is liable to contribute as an. ordinary member of the

company:

'
(3. ) No contribution required from any past director or manager
in respect of any debt or liability of the company
contracted after the time at which he ceased to hold
such office shall exceed the amount (if any) which. be
is liable to contribute as an ordinary member of the
company:
.

(4.) Subject to the provisions contained in the regulations of

y
' the company, no contribution required from any director
or manager shall exceed the amount (if any) which he
' is liable to contribute as an ordinary member unless the
court deems it necessary to require such contribution in
order to satisfy the debts and liabilities of the company,
and the costs, charges, and expenses of the winding-up.
Director with 6. In the event of the winding-up of any limited company, the
liability may court, if it think fit, may make to any director or manager
of such
hone set-off as
under s. ss of company, vvchose liability is unlimited, the same allowance
by way of
No. 1 of 1865
.[sec. s.l set-off. as under the ninety-eighth section of the principal
Ordinance
it may make to a contributory where the company is not limited.
Notice to be 7. In any limited company in which, in pursuance of this
Ordinance,
given t0
director on the liability? of a director or manager is unlimited, the
directors or
his election
that his managers of the company ( if any), and the member who proposes
any=
liability will
be unlimited. person for election or appointment to such office; shall add
to such
[sec. 7'a proposal a statement that the liability of the person holding
such office
will be unlimited, and the promoters, directors; managers, and secretary
(if any) of such company, or oue of them, shall,, before such person
r accepts such. once or acts therein, give him notice in writing that his
liability will be unlimited. , '
ORDINANCE No. I OF 1877.

Companies.

If any director, manager, or proposer make default in adding such
statement, or if any promoter, director, manager, or secretary, make
default in giving such notice, he shall be liable to a penalty not
exceeding
five hundred dollars, and shall also be liable, for any damage which the
person so elected or appointed may sustain from such default, but the
liability of the person elected or appointed shall not be affected by such
default.

$. Any limited company under the principal Ordinance, whether
formed before or after the commencement of this Ordinance, may, by a
special resolution, if authorized so to do by its regulations, as
originally
framed-or as altered by special rcSolutlon,^ from time to time modify
the conditions contained in its memorandum of association so far as to
render unlimited the liability of its directors or managers, or of the
managing director; and such special resolution shall be of the same
validity as if it had been originally contained in the mcmorandum, of
association, and a copy thereof shall be embodied in or annexed to every
copy of the memorandum of association Which is issued after the passing
of the resolution, and any default in this respect shall be deemed to be
a default in complying ivit, the provisions of the fifty-third section of
the principal Ordinance, and shall be punished accordingly.

Reduction of capital and shares.

9. Any company limited by shares may, by special resolution, so
far modify-the conditions contained in its memorandum of association,
if authorized so to do by its regulations as originally framed---or as
altered by special resolution, as to reduce' its capital; but no such
resolution for reducing the capital of any company shall come into`
operation until an order of the Court is registered by the Registrar of
Companies, as is hereinafter mentioned.

10. ` The company shall, after the date of the passing of any special
resol ution for reducing its capital, add to its name, until such date as
the Court ixlay-,.fix, the words 'and reduced,' as the last words in its
name, and those, words s4all, until such date, be deemed to be part of
the name of the company .within the meaning of the principal Ordinance.

11. A, company which has passed a special resolution for reducing
company, to
its capital; may apply to the Court by petition for an order confirming
app for an

144

Existing
limited com-
pany may, bar
special reso-
lution, make
liability of
directors
nnli rnited.
[SEC. S.]

Power to
company to
reduce
capital.
[sec. 9.1

Company to
add 1° and
reduced' to
its name for
a limited
period.
[sec. 10.1
.446

°order con,

firming
reduction.
,sec. 11.E

ORDINANCE No. 1 o>r 18 '17..

Companies.

the reduction, and on the hearing of the petition-the Court, if satisfied
that with respect to every creditor of the company who, under the
provisions of this Ordinance, is entitled to object to the reduction,
either
his consent to the reduction has been obtained, or his debt or 'claim has
been discharged or has determined, or has been secured as hereinafter
provided, may make an order confirming the reduction on such terms
and subject to such conditions as it deems fit.

Creditors 12. Where a company proposes to reduce its capital, eves°y
creditor
~mac object
to reduction, of the company who--at the date fixed by the Court--is
entitled to ally

~~ f
b gng debt or claim which, if that date were the commencement of the
winding-
be st~i~d by up of the company, would be admissible in .proof ~ against
the company
the Court. shall be entitled to object to the proposed reduction, and to
be entered
in the list, of creditors who are so entitled to object.

The Court shall settle a list of such creditors, and for that purpose
shat ascertain---as far as possible, without requiring an application from
any creditor--the names of such creditors and the nature and amount-
of their debts or claims, and may publish notices firming a certain day or
days wwithin which creditors of the company who are not entered on the
list ,are to claim to be so entered or to be eluded from the right of
objecting-to the proposed reduction.

Gourt.may . °' 1,3. Where a creditor whose name is entered on the list of
creditors, _

dispens6 with ;
con~ent of and whose debt or, claim is not discharged or determined, does
not
preditor on'
security consent to the proposed reduction, the Court may (if it think
fit) dispense.being-given . - _
sax his debt, with. such consent on the company securing the payment
ofathe debt or

l~e` ~~'~ claim of such creditor by setting .apart and appropriating in
such manner'

y as the Court may direct, a sum of such amount as is hereinafter
mentioned ; that is to say,-- .

( l . ) If the full amount of the debt or claim of the creditor is
admitted by the company, or, though not admitted, is
such as the company are willing to set apart and appro-,
priate, then the full amount of the debt or claim shall..
be set apart and appropriate

If the full amount of the debt or claim off' the creditor is
not admitted by the compaDy, and is not such as the
company are willing to set apart arid appropriate, or if
the amount is contingent or not ascertained, then the
Court may, if it think fit, inquire into' and:.' adjudicate,-
ORDINANCE No. 1 of 1877.

1447

Companies.

upon the validity of such debt or claim; and the amount
for which the company may be liable in respect thereof,
in the same manner as if the company were being wound
up by the Court, and the amount fixed by the Court on
such inquiry and adjudication shall be set apart and

.
appropriated.
14. The Registrar of Companies, upon the production to him of an
order of the Court confirming the reduction of the capital of a company,
and the delivery to him of a copy of the order and of a minute (approved
by the Court), showing with respect to the capittal of the company, as
altered by the order, the amount of such capital, the number of shares
in which it is to be divided, and the amount of each share, shall register
the order and minute, and on the registration the special resolution
confirmed by the order so registered shall take effect.
Notice of such registration shall be published in such manng as
the Court may direct.
The Registrar shall certify under his hand the registration of the
order and, minute, and his certificate shall be conclusive evidence that
all the requisitions of this Ordinance with respect to the reduction of
capital have been complied with,' and that the capital of the company is
such as is stated in the minute.

16. The minute--when registered-shall be deemed to be substituted Minute
to
form part of
for the corresponding part of the memorandum of association of the '
memoranaurn
of association.
company, and shall be of the same validity, and subject to the same [sec.
zs.]
alterations-as if it had been originally contained in the memorandum of
association and, subject--as in this Ordinance mentioned, no member of
the company, whether past or present, shall be liable in respect of any
share to any call or contribution exceeding in amount the difference
.'(if any) between the amount which has been paid on such share and the
amount of the share as fixed by the minute.

1~. If any creditor who is entitled in respect of any debt or claim
to object` to the reduction of the capital of a company under this Ordi-
nance is, in consequence of his ibnorance of the proceedings taken with
q --_.,a .:view to such reduction, or of their nature and effect with
respect to his
claim.,. not entered ~on the list of creditors, and after such reduction
the
company is unable, within the meaning of the seventy-eighth section of
the principal Ordinance, to pay to the creditor the amount of such debt
org claim,; =every person who was a member of the company at the date of

Order and
minute to ie
registered.
[sec. 10.E

saving of
rights of
creditors who
are ignorant
of proceed-.
ings.
[sec. I7.J

`,
ORDINANCE 110. 1. op 187?.

Companies.

Penalty on

concealment
of nanie of . ,
t),reditor,

sares may
be divided
into sarefi
mlzex
&-mount.
~sec> 2x.]

the registration of the order and minute relating to the reduction of the
capital of the company, shall be liable to contribute for the payment of
such debt or claim an amount not exceeding the amount which he would
have. been liable to contribute if the; company had commenced to be
wound-up on the day prior to such. registration, and on the company
being wound-up, the Court; on the application of such creditor, and on
proof that he eras ignorant of the proceedings taken with a view to the
reduction, or of their nature and effect with respect to his claim, may,
if it think, fit, settle a list of, such contributorics accordingly, and
hake
and enforce calls and orders on the contributories settled on such list in
the same manner in all respects as if they were ordinary contributories
in a winding-up; but the provisions of this section shall not affect the
r inhts of the contributories of the company among themselves.

Copy of 17. A minute-when registered---shad be embodied in every copy
cehistexEa

Minute. of the memorandum of association issued ' after its registration;
and if
any company makes default in complyin0 with the provisions of this.
section--it shall incur ;v penalty not exceeding five dollars for each
copy
in respect of which such default is made, and every director and manager
of the company who shall knowingly and wilfully authorize or permit
such default shall incur the like penalty.

18. If any director, manager, or officer of the company wilfully

conceals the name of any creditor of the company who is entitled to
object to the proposed reduction or wilfully misrepresents the nature or
a.cnount of the debt or claim of :any creditor of the company, or if any
director or manager of the company ;rids or abets in or is privy to any
such concealment or misrepresentation as aforesaid, every such director,
manager, or officer shall be guilty of a misdemeanour.

Power to '~9. The powers of making rules concerning, w111Chllg-Up conferred
make rules
extended to by the one hundred and fifty-eighth section of the principal
Ordinance,

making aides shall extend to mahinrr rules concerning matters under this
Ordinance,
concerning ~
rnattez'S'n and until such rules are made-the practice of the Court in
matters of'
this ora1-
'1an°w the same nature, shall, so far as the same is applicable, be
followed.
[sec. zo.]
Subdivision of 81iccres.

20. Any company limited by shares may---by special resolution-.
so far modify the conditions contained in its memorandum of association,.
if authorized so to do by its regulations as originally framed or as
altered
by special resolution, as by subdivision of its existing shares or any of-
ORDINANCE No. 1 of 1,97i .

Compaqaies.

them, to divide its capital, or any part thereof, into .shares of smaller
amount than is fixed by its memorandum of association

Provided, [that the amount in which each share is so reduced shall, in
no case, be less than one fouqth part of the amount of the original,
share,
and, Repealed by Ordinance No. 3 of 1883] that in the subdivision of
the existing shares the proportion between the amount which is paid and
the amount (if any) which is unpaid on each share of reduced amount
shall be the same as it was in the case of of the existing share or shares
from which the share of reduced amount is derived.

21. The statement of the number and amount of the shares into
which the capital of the company'' is divided---contained in every copy of
the memorandum of association issued after the passing of any such
special resolution, shall be in accordance with such resolution ; and any
company which makes default in complying with the provisions of this
section shall incur a penalty not exceeding five dollars for each copy in
respect of wbich such default is made ; and every director -and manager
.of the company who knowingly or wilfully authorizes or permits such
.default shall incur the like penalty.

Associations not for profit.

22. Where any association is about to be formed under the principal
Ordinance as a limited company, if it proves to the Governor that it is
formed for the purpose of promoting commerce, art, science, religion,
.charity, or any other useful object, and that it is the intention of such
association to apply the profits, if any, or other income of the
association,
in promoting its objects, and to prohibit the payment of any dividend to
the members of the association, the Governor may--by licence, under
his hand, direct such association to be registered with limited liability
without the addition 'of the word limited to its name, and such
association
nay be registered accordingly, and upon registration shall enj oy all the
privileges and be subject to the obligations by this Ordinance imposed
on limited companies, with the exceptions that none of the provisions of
this Ordinance that require a limited company to use the word limited as
any part o? its name, or to publish its name or to send a list of its
members, directors, or managers to the Registrar, shall apply to an
:association so registered.

1449

Special reso-
lution to be
embodied in
memorandum
of association.
[see.. 22.]

Special pro-
visions as to
associations
formed for
purposes not.
of gain.
[see. 23.I
.C ' ORDINANCE No. 1, 4F 1877.

Companies.

The licence by the Governor may be granted upon such conditions
and, subject to such regulations as the Governor thinks fit to impose, and
such conditions and regulations shall be binding ors the association, and
may, at the option of the Governor, be inserted in the memorandum and
articles ©f association, or in both or one of such documents.

Calls qTon shares--Payment.

Company 23. Nothing contained in the priacipai. Ordinance shall be deemed
gay nave
some shares to prevent ,any company under that Ordinance, if authorized by
its regu-
zl~ taza,
And others lations as originally framed--or as altered bY special
resolution from

r,
xot. F$ec. 24:a doing any one or more of the following things ; namely,--

Manner xn: -

v~hicli mares
are to -be
issued and,
held.-[sec.25.'

.T rf~,ns~er; may
registered
request of
`transferor.

(L) ) Making arrangements on the issue of shares for a difference
between the holders of such shares in the amount of
calls to be paid, and in the time of payment of such
calls.

Accepting from any member of the company who assents
thereto the whole or a part of the amount remaining
unpaid on any share or, shares held by him, -either in
discharge of the amount 'of a call payable in respect of
any other share or shares held by him---or without any,
call having been made.

(3.) Paying dividend in proportion to the amount paid up on
each share in cases where a larger amount is paid up on
some shares than on others.

2$. Every share in any company shall be deemed and taken to have
been issued and to be held subject to the payment of the whole amount
thexeof in cash, unless the same shall .have been otherwise determined by
.a .contract duly made in writina, , and filed with theReistzar of
Companies
at or before the issue of such shares.

Transfer of shares.

25, A company shall-on the application of the ~ transferor of any
share or interest in the company-enter in its' register of members the
name of the transferee of such share or interest, in the same nan.yer and
subject to the same conditions as if the application for such entry were
made by the transferee.
ORDINANCE No. 1 of 187 7 .

Companies.

Share warrants to bearer.

26. In the case of a company limited by shares-the company, if
authorized so to do by its regulations as originally framed-or as altered
by special resolution, and subject to the provisions of such regulations,
may, with respect to any share which is fully paid up, or with respect
to stock issue under their common seal a warrant stating that the bearer
of the warrant is entitled to the share or shares or stock. therein
specified,
and may provide, by coupons or otherwise, for the payment of the future
dividends on the share or shares or stock included in such warrant,

hereinafter referred to as a share warrant.

Warrant of
limited shares
fully paid up-
may be issued
in name of
bearer.
[sec. 27.]

27. A share warrant shall entitle the bearer of such warrant to the
Effeet of
share ware ant..
shares or stock specified in it, and such shares or stock may be trans-
[see. 28.J
ferred by the delivery of the share warrant.

2$. The bearer of a share warrant shall, subject to the regulations
of the company, be entitled, on surrendering such warrant for
cancellation,
to have his name entered as a member in the register of members, and
the company shall be responsible for any loss-incurred by any person by
reason of the company entering in its register of members the name of
any bearer of a share warrant in respect of the shares or stock specified
therein without the share warrant being surrendered and cancelled.

29. The bearer of a share warrant may, if the regulations of the
company so provide, be deemed to be a member of the company within
the meaning of the principal Ordinance, either to the full extent or for
such purposes as may be prescribed by the regulations

Provided that the bearer of a share warrant shall not be qualified in
respect of the shares or stock specified in such warrant for being a
director
or manager of the company in cases where such a qualification is
prescribed .
by the regulations of the company.

.30. On the issue of a share warrant in respect of any share or stock
Entries 'in

registex where-
--the company shall strike out of its register of members the name of the
share W,irrarit
' '
member then entered therein as holding such share or stock as if he had
issued. isee, slj
ceased to be a .member, and shall enter in the register the following par-
ticulars :-

Re-registra-
tion of bearer
of a share
warrant in the
register.' - ..--
(BCC. 29.]

;e '

Regulation of
the company
may make the
bearer of a
share warrant,
a member.
[sec. 30:]

I.) The fact of the issue of the warrant.
w:a ORDINANCE No. 1 of 1877.

Companies.

(2.) A statement- of the shares or stock incl tided in the warrant,
distinguishing each sbare by its number.

(3.) The date of the issue of the warrant.

And until the warrant is surrendered-the above particulars shall be
deemed to be the particulars which are required by the twenty-fourth
section of the principal. Ordinance to be entered in the register of
members

--a company; and on the s' r nder ofa warrant the date of such surrender
f u re
shall be entered as if it were the date at which a person ceased to be a

member.

°szttculan to 31. After the issue by the company of a, share war rant--the
annual
beg-contained
..an~u,~ summary required by the twenty-fifth section of the principal
Ordinance
ge'
geC -U~'rj'' shall contain the following pgp articulars;---.the total
amount of shares or
~,.a-- k. stock for which share warrants are outstanding at the (late of
the surn-

ni,ary, and the total amount of share warrants which have been issued and
surrendered respectively since the last summary was made, and thenumber
of shares or amount of stock comprised in elach warrant.

~~: There shah be charged on every share warrant a stamp duty of
an amount equal to three times the amount of the ad valorem stamp duty
which would be chargeable on a deed transferring the share or shares or
stock specified in the warrant, if the consideration for the transfer-
were
the nominal value of such share or shares or stock.

33. Whosoever forges or alters, or offers, utters, disposes of, car
puts off, knowing, the same to be forged or altered, any share warrant or
coupon, or any document purporting to be,a sure warrant or, coupon,
issued in; pursuance of this Ordinance, or demands or endeavours to obtain
'or receive any share or interest of or in and company under the principal
Ordinance, or to receive any dividend or money payable in respect thereof,
by virtue of .any such forged or altered share war rent, coupon, or dacu-
ment, purporting as aforesaid, knowing the same, to be forged ot~ altered,
with intent in any of the cases aforesaid to defraud shall_ be guilty of
felony, and being convicted thereof shall be liable, at the discretion
of.the
Court, to be kept in penal servitude for life or for any term yot-1s'khan
three years, or 'to be imprisoned for any term not eYCeedingtwo dears,
with or witlmot hard labour, and witil or without solitary confinchent.
1453

ORDIKANCr .No. 1 of 187;.

Companies.

3$. Whosoever falsely and deceitfully personates any owner of any
share or interest of or in any company, or of any share warrant or coupon
issued in pursuance of this Ordinance, and thereby obtains or endeavours
to obtain any such share or interest, or share warrant or coupon; or
receives or endeavours to, receive airy money due to any such owner, as,
if such offender were the true and lawful owner, shall be guilty of
felony,
and being convicted thereof shall be liable, at the discretion of the
Court;
to be kept in penal servitude for life or for any term not less than three
years, or to be .imprisoned for any term not exceeding two years, ,with or
without hard labour, and with or without solitary confinement.

35. Whosoever, without lawful authority or excuse the proof whereof
shall be on the party accused, engraves or makes upon any plate, wood,
stone, or other material-any share ~ warrant or coupon purporting to be
a share warrant or coupon issued or, made by any particular company
under and in pursuance of this Ordinance, or to be a blank share warrant
or coupon issued or made as aforesaid, or to be a part of such a share
warrant or coupon, or uses any such plate, wood, stone, or other material
for the making or -printing any such share warrant ocoupon, or any
such blank share warrant or coupon, or any part :thereof respectively, or
knowingly has in his custody or possession any such plate, wood, stone,
or other material, shall be guilty of felony, and being convicted thereof
shall be liable, at the discretion of the Court, to be kept in penal
servitude
for any term not exceeding fourteen years and not less than three years,
or to be imprisoned for any term not exceeding two years, with or
without hard labour, and with or without solitary confinement.

Contracts.

Penalties oii
persons
falsely
personating,
owner of
shares.

Penalties Olt
persons
engraving
plates, &c.
[seo. s6.]

36; Oontracts on behalf of, any company under the principal Contra~u

how made:'
~Ordnar~ce: inay hereafter be made as follows; (that is to say), -- [see.
s7.l

1. ) Any contract which-if made ,between private persons=-
would be by law required to be in writing, and under
seal; relay be made on behalf of the company in, writing
under the common seal of the company, and such contract
may be in the same manner varied or discharged ;
ORDINANCE No. I op 1877.

Companies.

(2. ) Any contract which--if made between private persons---
would be by law required-to be in writing, and sinned
by the parties to be charged therewith, may be made on
behalf of the company in writing signed by any person
acting under the express or implied authority of the
company, and such contract may in the same manner be
.varied or discharged:
-

( 3. ) ` Any contract which. --if made between private persons--
wbuld by law be valid although made lay parol only,
and not reduced into writing, may be made by parol
j on behalf of the company by any person acting under
the express.,or implied authority of the company, and
such contract may-in the same way--be varied or
discharged

'° And all contracts made according to the provisions herein contained
k shall be effectual in lacy, and shall be 'binding upon the company and
their
successors :and all other parties thereto, their yeirs, executors, or,
administrators, as the case may be.
.
~~os~Gtu~, 37; Every prospectus of a company, and every notice inviting
~eeify dittos . persons :to subscribe for shares.in any joint stock
company, shall specify
.of any parties the dates and the names of the par
names ties to any contract entered into by the
to any
.contractmaae company, or the promoters, directors, or trustees thereof,
before the issue
P to
isrior sue Of such of such prospectus or notice, whether subject to
adoption by the directors
kospeatug. , or the corn an or otherwise - and an or notice not specifying
~~:: ~s:7 p Y> Y prospectus the same shall be deemed fraudulent on the part
of the promoters,
directors and officers of, the .otnpany knowingly issuing the same, as
y . regards any person taking shares in the company on the faith of such
prospectus, unless he shall h11tve had, notice of such contract.

Jeetii~qs.
f

-Company to
$$. Every company formed under the principal Ordinance after the
hold meeting
Within four coiximencement of this Ordinance, shall hold a .general
meeting within.
r noziths after A -
registration- _ four months after its meinorandum of associatio is r
eni.stered ; and if
;sec: 39.E

such meeting is not held--the company shall be liable to a penalty not
exceeding twenty-five dollars a day for every day after the expiration of
such four months until the meeting is held; and every director or manager
ORDINANCE No. 1 of 1877.

Companies.

-of the company, anti every subscriber of the memorandum of association,
who knowingly authorizes or permits such default,. shall be liable to the
same penalty.

flinding-Zip.

39. Whenever any compromise or arrangement is proposed between
a company, which is in course of being wound-up, and its creditors or
any class of its creditors, the Court upon the application~in a ,summary
way of any creditor, or of the liquidator, may, in addition to its other
powers, order that a meeting of such, creditors or class of creditors
be summoned in such , manner as the Court directs, anal if at such
meeting a majority in, number, present in person or by proxy, and
representing three-fourths in value of such creditors or class of
creditors,
-agree to any compromise or arrangement, such compromise or arrange-
ment, if sanctioned by an order of the Court, shall be binding on all such
-creditors or class of creditors, and on the liquidator and
contributories of
the company.

40. No contributory of a company under the principal Ordinance
:shall be capable of presenting a petition for winding-Up such company
unless the members of the company are reduced in number to less that
seven, or unless the shares in respect of which be is a contributory, or
some of them; either were originally allotted to him--or have been held
by him, and registered in his name, for a period of at least six months
-during the , eighteen months previously _ to the commencement of the
winding-up, or have devolved upon him through the death of a .former
holder

Provided that where a share has, during the whole or any part of
the six months--been held by or registered. in the name of the wife of a
-contributory either before or after her marriage, or by or in the name of
any, trustee or trustees for such wife-or for the contributory, such share
shall=for. the purposes of this section, be deemed to have been held by
and registered in the name of the contributory.

41. Nothing. in this Ordinance contained shall empower any company
to alter any, provision contained in any Ordinance p relating to the
,company ; or, without the sanction of the Governor, to alter
any'provision
-contained in any Letters Patent relating to the company.

To facilitate
compromises
in windiiig-
llp.
[33 & 34 Vie.
c. 104.]

Contributory
when :not
qualified to . .
present
Winding-up
etition.
(p30i& 31 vie:
c. 131 s. 40.]

Not to
empower
companies to
alter provi
sions of any
Ordinance or
Letters
Patent.
[sx. 47.]
1443
Title.
Preamble.
[See Ordinances No. 1 of 1865, Nos. 2 & 3 of 1866, No. 14 of 1881, No. 3 of 1883, No. 30 of 1886.]
Ordinance No. 4 of 1876 repealed.
Short title.
Ordinance to be construed as one with No. 1 of 1865.
[30 & 31 Vic. c. 131 s. 2.]
Company may have directors with unlimited liability.
[Sec. 4.]
Liability of director, past and present, where liability is unlimited.
[Sec. 5.]
1444
Director with unlimited liability may have set-off as under s. 98 of No. 1 of 1865
[sec. 6.]
notice to be given to director on his election that his liability will be unlimited.
[sec. 7.]
1145
Existing limited company may, by special resolution, make liability of directors unlimited.
[sec. 8.]
Power to company to reduce capital.
[sec. 9.]
Company to add 'and reduced' to its name for a limited period.
[sec. 10.]
Company to apply to the Court for an
1446
order confirming reduction.
[sec. 11.]
Creditors may object to reduction, and list of objecting creditors to be settled by the Court.
[sec. 13.]
Court may dispense with consent of creditor on security being given for his debt.
[sec. 14.]
1447
Order and minute to be registered.
[sec. 15.]
Minute to form part of memorandum.
[sec. 16.]
Saving of rights of creditors who are ignorant of proceedings.
[sec. 17.]
1448
Copy of registered minute.
[sec. 18.]
Penalty on concealment of name of creditor.
[sec. 19.]
power to make rules extended to making rules concerning matters in this Ordinance.
[sec. 20.]
Shares may be divided into shares of smaller amount.
[sec. 21.]
1449
Special resolution to be embodied in memorandum.
[sec. 22.]
Special provisions as to associations formed for purposes not of gain.
[sec. 23.]
1450
Company may have some shares fully paid, and others not.
[sec. 24.]
Manner in which shares are to be issued and held.
[sec. 25.]
Transfer may be registered at request of transferor.
[sec. 26.]
1451
Warrant of limited shares fully paid up may be issued in name of bearer.
[sec. 27.]
Effect of share warrant.
[sec. 28.]
Re-registration of bearer of a share warrant in the register.
[sec. 29.]
Regulation of the company may make the bearer of a share warrant a member.
[sec. 30.]
Entries in register where share warrant issued.
[sec. 31.]
1452
Particulars to be contained in annual summary.
[sec. 32.]
Stamps on share warrants.
[sec. 33.]
Penalties on persons committing forgery.
[sec. 34.]
1453
Penalties on persons falsely personating owner of shares.
[sec. 35.]
Penalties on persons engraving plates, &c.
[sec. 36.]
Contracts how made.
[sec. 37.]
1454
Prospectus, & c.; to specify dates and names of any parties to any contract made prior to issue of such prospectus.
[sec. 38.]
Company to hold meeting within four months after registration.
[sec. 39.]
1455
To facilitate compromises in winding-up.
[33 & 34 Vic. c. 104.]
Contributory when not qualified to present winding-up petition.
[30 & 31 Vic. c. 131 s. 40.]
Not to empower companies to alter provisions of any Ordinance or Letters Patent.
[sec. 47.]

1443
Title.
Preamble.
[See Ordinances No. 1 of 1865, Nos. 2 & 3 of 1866, No. 14 of 1881, No. 3 of 1883, No. 30 of 1886.]
Ordinance No. 4 of 1876 repealed.
Short title.
Ordinance to be construed as one with No. 1 of 1865.
[30 & 31 Vic. c. 131 s. 2.]
Company may have directors with unlimited liability.
[Sec. 4.]
Liability of director, past and present, where liability is unlimited.
[Sec. 5.]
1444
Director with unlimited liability may have set-off as under s. 98 of No. 1 of 1865
[sec. 6.]
notice to be given to director on his election that his liability will be unlimited.
[sec. 7.]
1145
Existing limited company may, by special resolution, make liability of directors unlimited.
[sec. 8.]
Power to company to reduce capital.
[sec. 9.]
Company to add 'and reduced' to its name for a limited period.
[sec. 10.]
Company to apply to the Court for an
1446
order confirming reduction.
[sec. 11.]
Creditors may object to reduction, and list of objecting creditors to be settled by the Court.
[sec. 13.]
Court may dispense with consent of creditor on security being given for his debt.
[sec. 14.]
1447
Order and minute to be registered.
[sec. 15.]
Minute to form part of memorandum.
[sec. 16.]
Saving of rights of creditors who are ignorant of proceedings.
[sec. 17.]
1448
Copy of registered minute.
[sec. 18.]
Penalty on concealment of name of creditor.
[sec. 19.]
power to make rules extended to making rules concerning matters in this Ordinance.
[sec. 20.]
Shares may be divided into shares of smaller amount.
[sec. 21.]
1449
Special resolution to be embodied in memorandum.
[sec. 22.]
Special provisions as to associations formed for purposes not of gain.
[sec. 23.]
1450
Company may have some shares fully paid, and others not.
[sec. 24.]
Manner in which shares are to be issued and held.
[sec. 25.]
Transfer may be registered at request of transferor.
[sec. 26.]
1451
Warrant of limited shares fully paid up may be issued in name of bearer.
[sec. 27.]
Effect of share warrant.
[sec. 28.]
Re-registration of bearer of a share warrant in the register.
[sec. 29.]
Regulation of the company may make the bearer of a share warrant a member.
[sec. 30.]
Entries in register where share warrant issued.
[sec. 31.]
1452
Particulars to be contained in annual summary.
[sec. 32.]
Stamps on share warrants.
[sec. 33.]
Penalties on persons committing forgery.
[sec. 34.]
1453
Penalties on persons falsely personating owner of shares.
[sec. 35.]
Penalties on persons engraving plates, &c.
[sec. 36.]
Contracts how made.
[sec. 37.]
1454
Prospectus, & c.; to specify dates and names of any parties to any contract made prior to issue of such prospectus.
[sec. 38.]
Company to hold meeting within four months after registration.
[sec. 39.]
1455
To facilitate compromises in winding-up.
[33 & 34 Vic. c. 104.]
Contributory when not qualified to present winding-up petition.
[30 & 31 Vic. c. 131 s. 40.]
Not to empower companies to alter provisions of any Ordinance or Letters Patent.
[sec. 47.]

https://oelawhk.lib.hku.hk/items/show/364

1890

v3

No. 1 of 1877

13