COMPANIES ORDINANCE, 1865

COMPANIES ORDINANCE, 1865

ORDINANCE No. 1 OF 1865.

Companies Ordinance, 1865.

AN ORDINANCE for the Incorporation, Regulation, and Wind-
ing-up of Trading Companies and other Associations.
[1st May, 1865.]
BE it enacted by the Governor of Hongkong, with the advice of the
Legislative Council thereof, as follows:-
Preliiminary Provisions.
1. This Ordinance may be cited as the Companies Ordinance,1865.
2. In this Ordinance-
'The Court' means the Supreme court:
'The Registrar of Companies' or ' the Registrar' means the officer
appointed for the registration of companies under this Ordinance.
3. For the purposes of this Ordinance. a company that carries on the
business of insurance in common with any other business or businesses
shall be deemed to be an insurance company.
4. No company, association, or partnership consistinh of mlor than
twenty persons shall be formed after the commencement of this Ordi-
nance for the purpose of carrying on any business that has for its object
the acquisition of gain by the company, association, or partnership, or by
the individual members thereof, unless it is registered as a company
under this Ordinance, or is formed in pursurance of some other Ordi-
nance, or of a charter of incorporation, or of letters patent: Provided
always that nothing in this Ordinanee shall apply to or affect any com-
pany, association, or partnership formed for the pupose of carrying on
the business of banking.
5. This Ordinance is divided into Parts as follows:-
Part 1.- Constitution and Incorporation.
Part 2.- Distribution of Capital and Liability of Members.
Part 3.- Management and Aministration.
Part 4.- Winding-up.
Part 5.- Registration Office.
Part 6.- Miscellaneous Prvisions.
PART 1.
CONSTITUTION AND INCORPORATION.
Memorandum of Association.
6. Any seven or mlre persons associated for any lawful purpose,
exept that of carrying on the business of banking, may, by subscribing
their names to a memorandum of association and otherwise complying
with the requisitions of this Ordinance in respect of registration, form
an incorporated company, with or without limited liability.
7. The liability of the members of a company formed under this Or-
dinance may, according to the memorandum of association, be limited
either to the amount, if any, unpaid on the shares respectively undertake by
the memorandum of association to contribute to the assets ot the com-
pany in the event of its being wound uo.
8. Where a company is formed on the principle of having the
liability of its members limited to the amount unpaid on their shares,
hereinafter referred to as a company limited by shares the memorandum
of association shall contain the following things; that is to say,
(1.) the name of the proposed company, with the addition of the
ward ' Limited ' as the last word in such name;
(2.) the place within this Colony in which the registered office of the
company is proposed to be situate;
(3.) the objects for which the proposed company is to be established;
(4.) a declaration that the liability of the members is limited; and
(5.) the amount of capital with which the company proposes to be
registered divided into shares of a certain fixed amount:
subject to the following regulations:-
(1.) that no subsciber of the memorandum of association shall
(2.) that each subscriber of the memorandum of association shall
write opposite to his name the number of shares which he takes.
9. Where a company is formed on the principle of having the liability
of its members limited to such amount as the members respectively
undertake to contribute to the assets of the company in the event of the
same being wound up, hereinafter referred to as a company limited by
guarantee, the memorandum of association shall contain the following
things; that is to say,-
(1.) the name of the proposed company, with the addition of the
word ' Limited' as the last word in such name ;
(2.) the place within this Colony in which the registered office of the
company is poposed to be situate;
(3.) the objects for which the proposed company is to be established;
and
(4.) a declaration that each member undertakes to contribute to the
assets of the company, in the event of the same being wound up
during the time that he is amember or within one year afterwards,
for payment of the debts and liabilities of the company contracted
before the time at which he causes to be a member, and of the costs,
charges, and expenses of winding up the company, and for the
adjustment of the rights of the contributories amongst themselves,
such amount as may be required, not exceeding a specified amount.
10. Where a company is formed of the principle of having no limit
placed on the liability of its members, hereinafter referred to as an
unlimited company, the memorandum of association shall contain the
following things; that is to say,-
(1.) the name of the proposed company;
(2.) the place within this Colony in which the registered office of the
company is proposed to be situate; and
(3.) the objects for which the proposed company is to be established. 11.-(1.) The memorandum of association shall be signed by each
subscriber in the presence of, and be attrested by, on witness at the
least.
(2.) It shall, when registered, bind the company and the members
thereof to the same extent as if each member had subscribed his name
and addixed his seal thereto. and there were inthe memorandum con-
tained, on the part of himself, his heirs, executors, and administrators,
a covenant to observe all the conditions of such memorandum, subject
to the provisions of this Ordinance.
12. Any company limited by shares may so far modify the conditions
contained in its memorandum of association, if authorized to do so by
its regulations as originally framed or as altered by special resolution
in manner hereinbefore mentioned, as to increase its capital by the issue
of new shares of such amount as it thinks expedoemt, or to consolidate
and divide its capital into shares of larger amount than its existing
shares, or to convert its paid-up shares into stock, but, sve as aforesaid
and save as is hereinafter provided. no alteration shall be made by any
company in the conditions contained in its memorandum of association.
13. Any company under this Ordinance may, by special resolution and
with the approval of the Governor, change its name, and upon such change
being made the Registrar of Companies shall enter the new name on the
register in the place of the former name, and shall issue a certificate of
incorporation altered to meet the cirumstances of the case; but no
such alteration of name shall affect any rights or obligations of the
company or render defective any legal proceedings instituted or to be
instituted by or against the company, and any legal proceedings may be
continued or commenced against the company by its new name that
might have been continued or commenced against the company by its
former name.
14.-(1.) Subject to the provisons of this and the next two succeed-
ing sections, a company under this Ordinance may, by special resolution.
alter the provisions of its memorandum of association or deed of settle-
ment with respect to the objects of the company. or so far as may be
required for any of the purposes hereinafter specified, or alter the form
of its constitution by substituting a memorandum and articles of assoi-
ation for a deed of settlement, either with or without any such alteration
as aforesaid with respect to the objects of the company, buat in no case
shall any such alteration take effect until confirmed on petition by the
Court.
(2.) Before confirming any such alteration the Court must be satisfied
(a.) that sufficient notice has been given to every holder of deben-
tures or debenture stock of the company and any persons or class
of persons whose interests will, in the opinion of the Court,be
affected by the proposed alterations; and
(b.) that, with respect to every creditor who, in the opinion of the
Court, is entitled to object, and who sighifies his objection in
manner directed by the Court, either his consent to the alteration
has been obtained or his debt or claim has been discharged, or
has determined, or has been secured to the satisfaction of the
Court:
Provided that the Court may, in the case of any person or class of
persons, for special reasons dispense with the notice required by this
section.
(3.) An order confirming any such alteration may be made on such
terms and subject to such conditions as to the Court may seem fit, and
the Court may make such orders as to costs as it may deem proper.
(4.) The Court shall, in exercising its discretion under this section,
have rgard to the fights and interests of the members of the company
or of any class of those members, as well as to the rights and interests
of the creditors, and may, if it thinks fit, adjourn the proceedings in
order that an arrangement may be made to the satisfaction of the Court
for the purchase of the interests of the dissentient members of the company
Court may give such directions and make such orders as it may think
expedient for the purpose of facilitating any such arrangement or carry-
ing the same into effect: Provided always that it shall not be lawful to
expend any part of the capital of the company in any such purchase.
(5.) The Court may confirm, either wholly or in part, any such
alteration as aforesaid with respect to the objects of the company if it
appears that the alteration is required in order to enable the company-
(a.) to carry on its business more enonomically or more efficiently;
or
(b.) to attain its main purpose by new or inproved means; or
circumstances, may conveniently or advantageously be combined
with the business of the company; or
(e.) to restrict or abandon any of the objects specified in the memo-
randum of association or deed of settlement.
15.-(1.) Where a company has altered the provision of its memo-
randum of association or deed of settlement with respect to the objects
of the company, or has altered the form of its constitution by substitu-
ting a memorandum and articles of association for a deed of settlement,
and such alteration has been confirmed by the Court, an office copy of
the order confirming such alteration, together with a printed copy of

the memorandum of association or deed of settlement so altered, or
together with a printed copau of the substituted memorandum and articles
of association, as the case may be, shall be delivered by the company to the
Registrar of Companies within fifteen days from the date of the order, and
the Registrar shall register the same, and shall certify under his hand the
registration thereof, and his certificate shall be conclusive evidence that
all the requisitions of this Ordinance with respect to such alteration and
the confirmation thereof have been complied with, and themceforth (but
subject to the provisions of this Ordinance) the memorandum or deed
of settlement of the company, or, as the case may be, such substituted
memorandum and articles of association shall apply to the company in
the same manner as if the company were a company registered under
this Ordinance with such memorandum and articles of association, and
the company's deed of settlement shall cease to apply to the company.
(2.) If a company makes default in delivering to the Registrar any
document required by this section to be delivered to him, it shall be liable
to a penalty not exceeding fifty dollars for every day during which it is
in default.
16. In the last two preceding sections the expression ' deed of
settlement' includes any contract of co-partnery or other instrument
constituting or regulating the company and not being an Ordinance, a
Royal Charter, or letters patent.
Articles of Association.
17.-(1.) The memorandum of association may, in the case of a com-
pany limited by shares, and shall. in the case of a company limited by
guarantee or unlimited. be accompanied. when registered. by articles of
association signed by the subscribers to the memorandum of association
and prescribing such regulations for the company as the subscribers to
the memorandum of association deem expedient.
(2.) The articles shall be expressed in separate paragraphs, nuumbered
arithmetically,.
(3.) They may adopt all or any of the provisions contained in the
Table marked A in Firsst Schedule to this Ordinance.
(4.) They shall, in the case of a company, whether limited by guaran-
tee or unlimited, that has a capital divided into shares, state the amount
of capital with which the company proposes to be registered; and in
the case of a company, whether limited by guarantee or unlimited, that
has not a capital divided into shares, state the number of members with
which the company proposes to be registered, for the purpose of enabling
the Registrar of Companies to determine the fees payable on registration.
(5.) In the case of a company limited by guarantee or unlimited and

having a capital divided into shares, each subscriber shall take one share
at the least, and shall write opposite to his name in the memorandum of
association the number of shares which he takes.
18. In the case of a company limited by shares, if the memorandum
of association is not accompanied by articles of asociation, or in so far
as the articles do not exclude or modify the regulations contained in the
Table marked A in the First Schedule to this Ordinance, the last-
mentioned regulations shall, so far as the same are applicable, be deemed
to be the regulations of the company in the same manner and to the
same extent as if they had been inserted in articles of association and
the articles had been duly registered.
19.-(1.) The articles of association shall be printed, and shall be
signed by each subscriber in the presence of, and be attested by. one
witness at teh least.
(2.) They shall, when registered, bind the company and the members
thereof to the same extent as if each member had subscribed his name
and affixed his seal thereto, and there were in the articles, subject to
the provisions of this Ordinance.
(3.) All moneys payable by any member to the company in pursuance
of the conditions and regulations of the company, or any of such con-
ditions contained in the memorandum of association, any company
formed under this Ordinance may, in general meeting, from time to
time, by special resolution. alter all or any of the regulations of the con-
pany contained in the articles of association or in the Table is applicable
to the company, or make new regulations to the exclusion of or in addi-
tion to all or any of the regulations of the company.
20.-(1.) Subject to the provisions of this Ordinance and to the con-
ditions contained in the memorandum of association, any company
formed under this Ordinance may, in general meeting, from time to
time, by special resolution. alter all or any of the regulations of the com-
pany contained in the articles of association or in the Table marked A
in the First Schedule to this Ordinance, where such Table is applicable
to the company, or make new regulations to the exclusion of or in addi-
tion to all or any of the regulations of the company.
(2.) Any regulations so made by special resolution shall be deemed
to be regulations of the company of the same validity as if they had
been originally contained in the articles of association, and shall be
subject in like manner to be altered or modified by any subsequent
special resolution.
General Provisions.
21.-(1.) The memorandum of association and the articles of associa-
tion, if any, shall be delivered to the Registrar of Companies who shall
retain and register the same. (2.) There shall be paid to the Registrar by a company having a
capital divided into shares, in respect of the several matters mentioned
in the Table marked B in the First Schedule to this Ordinance, the
several fees therein specified, or such other fees as the Governor may
from time to time direct. and by a company not having a capital divided
into shares. in respect of the several matters mentioned in the Table
marked C in the First Schedule to this Ordinance, the several fees there-
in specified. or such other fees as the Governor may from time to time
direct.
(3.) All fees paid to the Registrar in pursuance of this Ordinance
shall be paid over to the Colonial Treasurer, and be carried by him to
the account of the funds of this Colony.
22.-(1.) On the registration of the memorandum of association, and
of the articles of association in cases where articles of association are
required by this Ordinance or by the desire of the parties to be regis-
tered, the Registrar of Companies shall certify under his hand that the
company is incorporated, and in the case of a limited company that the
coompany is limited.
(2.) Thereupon the subscribers to the memorandum of association.
together with such other persons as may from time to time become
members of the company, shall be a body corporate by the name con-
tained in the memorandum of association, capable forthwith of exercis-
ing all the functions of an incorporated company and havung perpetual
succession and acommon seal, with power to hold lands, but with such
liability on the part of the members to contribute to the assets of the com-
pany in the event pf the same being wounup as is heereinafter men-
tioned.
(3.) A certificate of the incorporation of any cimpany given by the
Registrar shall be conclusive evidence that all the requisitions of this
Ordinance in respect of registration have been conplied with.
23.-(1.) A copy of the memorandum of association, having annexed
thereto the articles of association, if any, shall be forwarded to every
member, at his request, on payment of the sum of one dollar or such
less sum as may be prescribed by the company, for each copy.
(2.) If any company makes default in forwarding a copy of the
memorandom of association and articles of association, if any, to a mem-
ber in pursuance of this section, the cokmpany so making default shall for
each offence be liable to a penalty not exceeding twenty-five dollars; and
every director and manager of the company who knowingly and wil-
fully anthorizes or permits such default shall be liable to the like penalty.
24.-(1.) No company shall be registered under a name identical
with that by shich a subsisting company is already rgistered, or so
nearly resembling the same as to be calculated to deceive, except in a
case where such subsisting company is in the course of being dissolved
and testifies its consent in such manners as the Registrar of Comanies
may require.
(2.) If any company, through inadvertence or otherwise, is, without
such conent as aforesaid, registerd by a name identical with that by
whichh a subsistin company is registered, or so nearly reesembling the
same as to be calculated to deceive, such first-mentioned company may,
with the sanction of the Registrar, change its name, and, on such
change being made, the Registrar shall enter the new name on the
registerin the place of the former name, and shall issue a certificate of
incorporation altered to meet the circumstances of the case.
(3.) No such alternation of name shall affect any right or obligations
of the company, or render defective any legal proceeding institued or
to be instituted by or against the company, and any legal proceekings
may be continued or commenced against the company by its new name
that might have been continued or commenced against it by its former
name.
Associations not for Profit.
25.-(1.) where any association is about to be formed under this
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 the as-
sociation to apply the profits, if any, or other incomer 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 the association to be registered with limited liability with-
out the addition of the word ' Limited' to its name, and the association
may be registered accordingly, and on registration shall enjoy all the
privileges and be subject to all the obligations by this Ordinance imposed
on limited companies, with the exceptions that none of the provisions
of this Ordinance which require a limited company to use the word
' Limited' as any part of its name, or to publish its name, or to send a
list of its members, directors , or managers to the Registrar of Compa-
nies shall applu to an association so registered.
(2.) The licence of the Governor may be granted on such conditions
and subject to such rgulationg as the Governor may think fit to impose,
and such cunditions and rgulations shall be binding on the association.
and may, at the option of the Gobernor, be inserted in the memorandum
and articles of association or in one of those documents. PART 2.
DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS.
Distribution of Capital.
26. The shares or other interest of any member in a company under
this Ordinance shall be personal estate, capable of bing transferred in
manner provided by the rgulations of the company, and shall not be
of the nature of real estate, and each share shall, in the case of a com-
pany having a capital divided into shares, be distinguished by its appro-
priste number.
27.-(1.) The subsribers to the memorandum of association to any
company under this Ordinance shall be deemed to have agreed to be-
come members of the company whose memorandum they have subscrub-
ed, and on the registration of the company shall be entereed as members
on the register of members hereinafter mentioned.
(2.) Every other person who agreees to become a member of a com-
pany under this Ordinance, and whose name is entered on the register
of members, shall be deem to be amember of the company.
28. Any transfer of the shre or other interes of a deceased mem-
ber of acompany under this Ordinance, made by his personal repre-
sintative, shall, notwithstandin such personal representative may not
himself be a member, be of the same validity as if he had been a mem-
ber at the time of the execution to the instrument of transfer.
29.-(1.) Every company under this Ordinance shall cause to be kept
in one or more books a register of its members, and there shall be en-
tered therein the following particulars; that is to say,-
(a.) the names and addresses, and the occupations, if any, of the
members of the company, with the addition, in the case of a
company having a capital divded into shares, o fa statement of
the shares held by each member, distinguishing each share by
its number, and of the amount paid or agreed to be considered
as paid on the shares of each member;
(b.) the date at which the name of any person was ectereed in the
register as a member; and
(c.) the date at which the name of any person ceased to be a member.
(2.) Any conpany acting in contravention of this section shall be liable
to a penalty not exceeding one hundred dollars for every day during which
its default in conplying with the provisions of this section continues; and
every director or manager of the company who knowingly and wilfully
authorizes or permits such contravention shll be lible to the like
penalty.
30.-(1.) Every company under this Ordinance having a capital



divded into shares shall once at least in every year make a list of all
persons who, on the fourteenth day succeeding the day on which the
ordinary general meeting, or, if there is more than one ordinary meet-
ing in each year, the first of such ordinary general meetings, is held,
are members of the company.
(2.) The list shall state the names, addresses, and occupations of all
the members therein mentioned, and the number of shares held by each
of them, and shall contain a summary specifying the following par-
ticulars; that is to say,-
(a.) the amout kof the capital of the company and the number
of shares into which it is divided;
(b.) the number of shares taken from the commencement of the
company up to the date of the summary;
(c.) the amout of calls made on each share;
(d.) the total amount of calls received;
(e.) the total amount of calls unpaid;
(f.) the total amount ot shares forfeited; and
(g.) the names, addresses, and occupations of the persons who
have ceased to be members since the last list was made and
the number of shares held by each of them.
(3.) The above list and summary shall be contained in a separate
part of the register, and shall be completed within seven days after
such fourteenth day as is mentioned in this section, and a copy shall
forthwith be forwarded to theRegistrar of Companies.
31. If any company under this Ordinance having a capital divid-
ed into shares makes default in complying with the provisions of this
Ordinance with respect to forwarding such list of members or summary
as is hereinbefore mentioned to the Registrar of Companiees, such com-
pany shall be liable to penalty not exceeding one hundred dollars for
every day during which such defauly cotinues; and every director and
manager of the company who knowing ly and wilfully authorizes or per-
mits such defauly shall be liable to the like penalty.
32. Every company under this Ordinance having a capital divided
into shares which has consolidated and divided its capital into shares of
larger amount than its existing shares, or converted any portion of its
capital into stock, shall give notice to the Reegistrar of Companies of
such consolidation, division, or conversion, specifying the shares so
consolidated, divided, or coverted.
33. Where any company under this Ordinance having a capital
divided into shares has converted any potion of its capital into stock,
and given notice of such coversion to the Registrar of Companies, all
the provisions of this Ordinance which are applicable to shares only shall
cease as to so much of the capital as is converted into stock; and the
register of members hereby required to be kept by the company, and the
list of members to be forwarded to the Registrar, shall show the amount
of stock held by each member ijn the list instead of the amount of shares
and the particulars relating to shares herein before required.
34. Any company limited by shares may, by special resolution, so far
modify the conditions contained in its memorandum of asssociation, if
authorized to do so by its rgulations as originally framed or as altered
by special reesolution, as, by subdivision of its existing shares or any of
them, to divide its capital, or any part thereof, into shares of smaller
amount which is paid and the amount, if any, which is unpaid on each
share of reduced amout shall be the same as it was in the case of the
existing share or shares from which the share of reduced amount is
derived.
35.-(1.) The statement of the number and amount of the shares into
which the capial of the company is divided contained in every copy of
the memorandom of association issued after the passing of any such
special resolution shall be in accordance with such resolution.
(2.) Any company which makes default in complying with the provi-
sions of this section shall be liable to a penalty not exceeding five dollars
for each copu in repect of which such default is made; and every director
and manager of the company who knowingly or wilfully authorizes or
permits such dfault shall be liable to the like penalty.
36. No notice of any trust, expressed, implied, or constructive, shall
be entered on the register, or be receivable by the Registrar of Companies,
in the case of companies under this Ordinance.
37. 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 manner and subjest
to the same conditions as if the application for such entry were made by
the transferee.
38. A certificate under the common seal of the company, specifying
any share or shares or stock held by any member of a company, shall be
prima facie evidence of the title of the member to the share or shares or
stock therein specified.
39.-(1.) The registor of members, commencing from the date of the
registration of the company, shall be kept at the rgistered office of the
company herinafter mentioned, and, except when closed as hereinafter
mentioned, it shall during business hours (subject to such reasonable

restrictions as the company in general meeting may inpose, so that not
less than two hours in each day be appointed for inspection) be open to
the inspection of any member gratis, and to the inspection of any other
person on the payment of one dollar, or such less sum as the company
may prescribe, for each inspection.
(2.) Ebery such member or other person may require a copy of such
register, or of any part thereof, or of such list or summary of members
as is hereinbefore mentioned, on payment of twenty-five cents for every
hundred words required to be copied.
(3.) If such inspection or copy is refused, the company shall be liable for
each refusal to a penalty not exceeding fifty dollars, and to a further
penalty no exceeding fifty dollars for every day during which such refusal
continues; and every director and manager of the company who know-
ingly anthorizes or permits such refusal shall be liable to the like
penalty; and in adition to the above penalty, as respects companies
registered as aforesaid, the Chief Justice sitting in Chambers may by
order compel an immediate inspection to the register.
40. Any company under this Ordinance may, on giving notice by
advertisement in The Gazette, close the register of members for any
time or times not exceeding in the whole thirty days in each year.
41.-(1.) Where a company has a capital divided in to shares, whether
such shares may or may not have been converted into stockm, notice of
any increase in such capital beyond the registered capital, and where a
company has not a capital divided into shares, notice of any increase in the
number of members veyond the registered number, shall be given to the
Registrar of Companies, in the case of an increase of capital, within
fifteen days from the date of the passing of the resolution by which such
increase has been authorized, and in the case of an increase of members
within fifteen days from the time at which such increase of members has
been resolved on or has taken place, and th Registrar shall forthwith
record the amount of such increase of capial or members.
(2.) If such notice is not given within the period aforesaid the com-
pany in default shall be liable to a penalty not exceeding fifty dollars for
every day during which such neglect to give notice continves; and
every director and manager of the company who knowing ly and wilful-
ly authorizes or permits such default shall be liable to the like penalty.
42.-(1.) If the name of any person is, with out sufficient cause,
entered in or omitted from the register of members of any company
under this Ordinance, or if defaullt is made or unnecessary delay takes
place in entering on the register the fact of any person having ceased to
be a member of the company, the person or member aggrieved, or any
member of the company, or the company itself, may, by motion in the Court, or by application to the Chief Justice sitting in Chambers, or in
such other manner as the Cout may direct, apply for an order of the
Court that the register may be rectified; and the Court may either
refuse such application, with or without costs, to be paid by the appli-
cant, or it may, if satisfied of the justice of the case, make an order for
the rectification of the register, and may direct the company to pay all
the costs of such motion or application, and any damages which the
party aggrieved may have sustained.
(2.) In any proceeding under this section the Court may decide any
question relating to the title of any person who is a party to such pro-
ceeding to have his name entered in or omitted from the register, whether
such question arises between two or more members or alleged members or
between any members or alleged members and the company, and gener-
ally the Court may in any such proceeding decide any question necessary
or expedient to be decided for the rectification of the register: Provided
that the Court may direct an issue to be tried, in which any question of
law may be raised.
43. Where any order has been made rectifying the register in the
case of a company hereby required to send a list of its members to the
Registrar of Companies, the Court shall, by its order, direct that due
notice of such rectification be given to the Registrar.
44. The register of members shall be prima facie evidence of any
matters by this Ordinance directed or authorized to be inserted therein.
Share Warrants to Bearer.
45. In the case of a company limited by shares, the company, if
authorized to do so 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 shares which are fully paid up or with respect
to stock, issue under its common seal a warrant stating that the bearer
of the warrant is entitled to the shares or stock therein specified, and
may provided, by coupons or otherwise, for the payment of the future
dividends on the shares or stock included in such warrant, hereinafter
referred to as a share warrant.
46. A share warrant shall entitle the bearer of such warrant to the
shares or stock specified in it, and such shares or stock may be trans-
ferred by the delivery of the share warrant.
47.-(1.) The bearer of a share warrant shall, subject to the regulations
of the company, be entitled, on surrendering such warrant for cancella-
tion, to have hia name entered as a member in the register of members.
(2.) The company shall be responsible for any loss incurred by any
person by person of the company entering inits 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.
48. The bearer of a share warrant may, if the regulations of the
company so provide, be deemed to be a member o fthe company within
the meaning of this 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.
49.-(1.) On the issue of a share warrant in respect of any shares or
stock, the company shall strike out of its register of members the name
lf the member then entered therein as holding such shares or stock as
if he had ceased to be a member, and shall enter in the register the
following particulars:-
(a.) the fact of the issue of the warrant;
(b.) a statement of the shares or stock included in the warrant,
distinguishing each share by its number; and
(e) the date of teh issue of the warrant.
(2) Until the warrant is surrendered, the above particulars shall be
seemed to the particulars which are required by section 29 to be entered
in the register of members of a company; and on the surrender of a
warrant the date of su8ch surrender shll be entered as is it were the
date at whhich a person ceased to be a member.
50. After the issur by the company of a share warrant, the annual
summary required by section 30 shall contain the following particulars:-
(1) the total amount of shares or stock for which share warrants are
outstanding at the date ot the summary;
(2) the total amount of shares warrants which have been issued and
surrendered respectively since the last summary was made; and
(3) the number of shares or amount of stock comprised in each war-
rant.
51. There shall be charged on every sharer warrant a stamp duty of
an amount equal to three times the amount of the asd calorem stamp
duty which would be chargeable on a deed transferring the shares or
stock specified in the warrant, if the consideration for the transfer were
the nominal value of such shares or stock.
52. Every person who, with intent ot defraud,-
(1) forges or alters, or offers, utters , disposes of , or puts off, knowiing
the same to be forged or altered, any share warrant or coupon, or any document purporting to be a share warrant or coupon, issued
in pursnance of this Ordinance; or
(2.) demands or endeavours to obtain or receive any share or interest
of or in any company under this Ordinance, or to receive any di-
vidend or money payable in respect thereof, by virtue of any such
forged or altered share warrant, coupon, or document, purporting
as aforesaid, knowing the same to be forged or altered,
shall be guilyty of felony, and, being convicted thereof, shall be liable,
at the discretion of the Court, to imprisonment with hard labour for
life or for any term not less than three years, or to imprisonment for
any term not exceeding two years, with or without hard labour and
with or without solitary confinement.
53. Every person who 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 Ordinanc , and thereby obtains
or endeavours to obtain any such share or interest or share warrant or
coupon, or receives or endeavours to receive any money due to any such
owner, as if such offenderswere the true and lawful owner, shall be guilty
of felony, and, being convicted thereof, shall be liable, at the discretion
of the Court, to imprisonment with hard labour for life or for any term
nat less than three years, or to imprisonment for any term not exceeding
two years, with or without hard labour and with or without solitary
confinement.
54. Every person who, without lawful authority or excuse, (the proof
whereof shall lie on him ),
(1) engraves or makes unpon 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
(2) uses any such plate, wood, stone , or other material for the make-
ing or printing any such share warrant or coupon, or any such
blank share warrant or coupon, or any part thereof respectively;
or
(3) 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 imprisonment with hard labour for any
term not exceeding fouteen years and not less than three years, or to
imprisonment for any term not exceeding two years, with or without
hard labour and with or without solitary confinement.



Calls upon Shares.
55, Nothing in this Ordinance shall be deemed to prevent any com-
pany under this Ordinance, if authorized to do so by its regulations as
originally framed or as altered by special resolution, from doing any
one or more of the following things; namely,-
(1) 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;
(2) accepting from any member of athe company who assets thereto
the whole or a part ot 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; and
(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.
56. Subject to the provisions of the next succeeding section, 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 thereof in
cash, unless the same has been otherwis determined by a contract duly
made in writing, and filed with the Regitrar of Companies at or
before the issue of the share.
57.-(1) Whenever any shares in the capital of any company under
this Ordinance, credited as fully or partly paid up, are issued for a con-
sideration other than cash, and at or before the issue of such shares no
contract or no sufficient contract is filed with the Registrar of Companies
in compliance with the last preceding section, the company, or any person
interested in such shares or any of them, may applu to the Court for
relief, and the Court, if satisified that the omission to file a contract or
sufficient contract wa s accidental or due to inadvertenee, or that for any
reason it is just and equitable to grant relief, may make an order for any
filing with the Registrar of a sufficient contract in writing, and directing
that, on such shares, operate as if it had been duly filed with the
Registrar before the issueof such shares.
(2) Any such application may be made in the manner in which an
application to rectify the register of members may be made under section
42, and either before or after an order has made or an effective
resolution has been passed for the winding-up of the company, and either
before or after the commencement of any proceedings for enforcing the
liability on such shares consequent on the omission aforesaid, and any
such application shall, if not made by the company, be served on the
company.
(3) Any such order may be made on such terms and conditions as the
Court may think fit, and the Court may make such order as to costs as
it may deem proper, and may direct that an office copy of the order shall
be filed with the Registrar, and the order shall in all respects have full
effect.
(4) Where the Court in any such case is satisfied that the filing of
the requisite contract would cause delay or inconvenience or is imprac-
ticable, it may, in lien thereof, direct the filing of a memorandum in
writing, and in a form approved by the Court, specifying the considera-
tion for which the shares were issued, and may direct that, on such
memorandum being filed within a specified period, it shall , in relation to
such shares, operate as if it were a sufficient contract in writing within
the meaning of the last preceding section, and had been duly filed with
the Register is otherwise satisfied that the contract was duly stamped.
(5) The jurisdiction given to the Court by this section is not by
implication to curtail or derogate from its jurisdiction to grant relief in
any such case under section 42 or otherwise.
Liability of Members.
58. In the event of a company formed under this Ordinance being
wound up, every present and past member of the company shall be
liable to contribute to the assets of the company to an amout sufficient
for payment of the debts and liabilities of the company and the costs,
charges, and expenses of the winding-up, and for the payment of such
sums as may be required fot the adjustment o fthe rights of the contrib-
utories amongst themselves, with the qualifications following; that is
to say,-
(1) no past member shall be liable to contribute to the assets of the
company if he has ceased to be a member for a period of one year
or upwards prior to the commencement of the winding-up;
(2) no past member shall be liable to contribute in respect of any
debt or liability of the company contracted after the time at which
be ceased to be a member;
(3) no past member shall be liable to contribute to the assets of the
company unless it appears to the Court that the existing members
are unable to satisfy the contributions required to be made by
them in pursuance of this Ordinance;
(4) in the case of a company limited by shares , no contribution shall


be required from any member exceeding the amount, if any , un-
paid on the shares in respect of which he is liable as a present or
past member;
(5) in the case of a company limited by guarantee, no contribution
shall be required from any member exceeding the amount of the
undertaking entered into on his behalf by the memorandum of
association;
(6.) nothing in this Ordinance shall invalidate any provision con-
tained in any policy of insurance or other contract whereby the
liability of individual members on any such policy or contract is
restricted, or whereby the funds of the company are alone made
liable in respect of such policy or contract; and
(7) no sum due to any member of the company, in his character of
a member, by way of dividends, profits, or otherwise, shall be
deemed to be a debt of the company payable to such member in a
case of competition between himself and any other creditor not
being a member of the company; but any such sum mau be taken
into account for the purpose of the final adjustment of the rights
of the contributories amongst themselves.
Reduction of Capital.
59. Any company limited by shares may, by special resolution, so
far modify the conditions contained in its memorandum of association,
if authorized to do so by its regulations as originally framed or as alter-
ed 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.
60. The company shall, after the date of the passing of any special
resolution for reducing its capital, add to its name, until such date as
the Court may fix, the words 'and reduced,' as the last words in its
name, and those words shall, until such date, be deemed to be part of
the name to the company within the meaning of this Ordinance ; Pro-
vided that where such reduction of capital does not involve either the
diminution of any liability in respect of unpaid capital or the payment
to any shareholder of any paid up capital, it shall not be necessary before
the presentation of the petition for confirming the reduction to add, and
the Court may, if it thinks it expedient to do so. dispense altogether
with the addition of, the words ' and reducecd.'
61. A company which has passed a special resolution for reducin
its capital may apply to the Court by petition for an order confirming
the reduction, and , on the hearing of the petition , the Court, if satisfied
the name of the company within the meaning of this Ordinance: Pro-
vided that where such reduction of capti that with respect to every creditor of the company who, under the pro-
visions 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 herein after
provided, may make an order confirming the reduction on such terms
and subject to such conditions as it thinks fit.
62.-(1) Where a company proposes to reduce its capital, every
creditor of the company who, at the date fixed by the Court, is entitled
to any debt or claim which, if that date were the commencement of the
winding-up of the company, would be admissible in proof agaist the
company shall be entitled to object to the proposed reduction, and to be
entered in thelist of creditors who are so entitled to object: Provided
that where such reduction of capital does not involve either the diminu-
tion of any liability in respect of unpaid capital or the payment to any
shareholder of any paid up capital, the creditors of the company shall
not, unless the Court orherwise directs, be entitled to object or required
to consent to the reduction.
(2) The Court shall settle a list of such creditors, and for that pur-
pose shall ascertain as far as possible, without requiring an application
from any creditor, the names of such creditors and the mature and
amount of their debts or claims , and may publish notices fixing a certain
day or days within which creditors, of the company sho are not entered
on the list are to claim to be so entered or to be excluded from the right
of objecting to the proposed reduction.
63. Where a credior whose name is entered on the list of creditors ,
and whose debt or claim is not discharged or determined, does not con-
sent to the proposed reduction, the Court may, if it thinks fit ,disperse
with such consent on the company securing the payment of the debt
or claim of such creditor by setting apart and appropriating in such man-
ner as the Court may direct a sum of such amount as is hereinafter
mentioned; that is to say,-
(1) 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
is willing to set apart and appropriate, then the full amount of the
debt or claim shall be set apart and appropriated ; and
(2) if the full amount of the debt or claim of the creditor is not
admitted by the company, and is not such as the company is will-
ing to set apart and appropriate, or if the amount is contingent or
not ascertained, then the Court may, if it thinks fit, inquire into
and adjudicate on the validity of such debt or claim, and the
amount for which the company may be liable in reslpect thereof ,
in the some manner as if the company were being wound up by the Cout ; and the amount fixed by the Court on such inquiry and
adjudication shall be set apart and appropriated.
64.-(1) The Registrar of Companies, on the probuction to him of
an order of the Court confirming the reduction of the capital of a com-
pany, and the delivery to him of a copy of the order and of a minute
(approved by the Court ), showing with respect to the capital of the
company, as altered by the order, the amount of such capital , the number
of shares in which it is to be divided, the amount of each share, and
the amount, if any , at the date of the registration of the minute proposed
to be deemed to have been paid up un each share, shall register the
order so registered shall take effect.
(2) Notice of such registration shall be published in such manner as
the Court may direct.
(3) 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.
65.The minute, when registered, shall be deemed to be substited for
the corresponding part of the memorandum of association of the com-
pany, and shall be of the same validity and subject to the same 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.
66. If any creditor who if entitled in respect of any debt or claim to
object to the reduction of the capital of a company under this Ordiance
is , in consequence of his ignorance of the proceedings taken with 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 , withinn the meaning of section 128 , to pay to the creditor the
amount of such debt or claim, every person who was a member of the
company at the date of 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 dau prior to such registration ;
and on the company being wound up, the Court, on the appplication of
such creditor and on proof that he was 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 thinks fit, settle a list of such contributories ac-
cordingly, and make 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 rights of the contributories of the company anong
themselves.
67.-(1) A minute , when registered, shall be embodied in every copy
of the memorandum of association issued after its registration.
(2) If any company makes default shall in complying with the provisions
of this section, it shall be liable to a 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 knowingly and wilfully
authorizes or permits such default shall be liable to the like penalty.
68. If any director, manager, or officer of the company wilfully con-
ceals the name of any creditor of the company who is entitle to object
to the proposed reduction; or wilfully misrepresents the nature or
amount of the debt or claim of any creditor of the company ; or if
any director or manager of the company aids or abets in privy
to any such concealment or misrepresentation as aforesaid, every such
director, manager, or officer shall be guilty of a misdemeanor.
69.-The word 'capital' as used in the proceedings provisions
of this Ordinance relating to the reduction of capital includes paid-up
capital.
(2) The power to reduce capital conferred by the said provisions
includes a power to cancel any lost capital unrepresented
by available assets, or to pay off any capital which may be in excess of
the wants of the company.
(3) Paid-up capital may be reduced either with or without extin-
guishing or reducing the liability, is any, remaining on the shares of the
company, and to the extent to which such liability is not extinguished
or reduced, it shall be deemed to be preserved, notwithstanding any-
thing contained in the said provisions.
70. In any case in which the Court thinks fit to do so, it may require
a company which proposes to reduce its capital to publish, in such
manner as the Court thinks fit, the reasons for the reduction of its
capital as the Court may fit, the reasons for the reduction of its
capital or such other information in regard to the reduction of its
information to the public in relation to the reduction of its capital by
the company, and , if the Court thinks fit, the causes which led to such
reduction.
71.-(1) Any company limited by shares may so far modify the
conditions contained in its memorandum of association, if authorized to
do so by its regulations as originally framed or as altered by special
resolution, as to any reduce its capital by cancelling any shall which, at
the date of the passing of such resolution, have not been taken or agreed
to be taken by any person.
(2) The preceding provisions of this Ordinance relating to the re-
duction of capital shall not apply to any reduction of capital made in
pursuance of this section.
Unlimited Company becoming Limited.
72.-(1) Subject as is hereinafter provided, any company registered
under this Ordinance as an unlimited company may register under
this Ordinance as a limited company, or any company already regis-
tered as a limited company re-register under the provisions herein-
after contained.
(2) The registration of an unlimited company as a limited company
shall not affect or prejudice any debts, liabilities, obligations, or con-
tracts incurred or entered into by, to, with, or on behalf of such com-
pany prior to such registration as a limited company, and for
ovligations, and contracts may be enforced in manner provided by law
in the case of a company registering in pursuance of this Ordinance or
otherwise.
73.-(1) An unlimited company may, by the resolution passed by the
members when assenting to registion as a limited company, and for
the purpose of such registration or otherwise, increase the norminal
amount of its capital by increasing the nominal amount of each of its
shares: Provided that no part of such increased capital shall be capable
of being called up, except in the event of and for the purposes of the
company being wound up.
(2) In any case where no such increase of nominal capital is resolved
upon, an unlimited company may, by such resolution as aforesaid, pro-
vide that a portion of its uncalled capital shall not be capable of being
called up except in the event of and fot the purposes of the company
being wound up.
74. A limited company may by a special resolution declare that any
portion of its cpital which has not been already called up shall not be
capable of being called up except in the event of and for the purposes of
the company being wound up, and thereupon such portion of capital
shall not be capital of being called up, except in the event of and for
the purposes of the company being wound up.
75. On the registration in pursuance of section 72 of a company which has been already registered, the Registrar of Companies shall make
provision for closing the former registration of the company, and may
dispense with the delivery to him of copies of any documents with copies
of which he was furnished on the occasion of the registration of the
company; but, save as aforesaid, the registration of such a company
shall take place in the same manner and have the same effect as if it
were the first registration of that company under this Ordinance.
76. A company authorized to registor under the proceeding provisions
may register thereunder, and avail itself of the privileges conferred by
the said provisions, notwithstanding any provisions contained in any
Ordinance, deed of settlement, or contract of co-partnery constituting
or regulating the company.
Accumulated Profits.
77.-(1) when a company has accumulated a sum of undivided
profits, which, with the vonsent of the shareholders, may be distributed
among the shareholders in the form of a dividend of bonus, it shall be
lawful for the company, by special resolution, to return the same, or any
part thererof, to the sharerholders in reduction of the paid-up capital of
the company , the unpaid capital being thereby increased by a similar
amount.
(2) The powers vested in the directorsof making calls upon the
shareholders in respect of moneys unpaid upon their shares shall extend
to the amount of the unpaid capitall as angumented by such reduction.
(3) No such special resolution shalll take effect until a memorandum.
showing the particulars required by this Ordinance in the case of a
reduction of capital by order of the Court, has been produced to and
registered by the Registrar of Companies.
78.-(1) On any reduction of paid-up capial made in pursuance of
the last proceeding section, it shall be lawful for any shareholder, or for
any one or more of sveral joint shareholders, within one month after
the passing of the special resolution foor such reduction, to require the
company to retain, and the company shall retain accordingly, the whole
of the moneys actully paid upon the shares held by such person, either
alone or jointly with any other person or persons, and which, in conse-
quence of such reduction, would otherwise he retuined to him or them,
and thereupon the shares in respect of which the said moneys are so
retained shall, in regard to the payment of dividends thereon, be deemed
to be paid up to the same extent only as the shares on which ayment
as aforesaid has been accepted by the shareholders in reduction of their
paid-up capital.
(2) The companyy shall invest and keep invested the monys so retained
in such securities as may be authorized by the Court, and on the moneys
so invested, or on so much thereof as from timt to time exceeds the
amount of calls subsequently made upon the shares in respect of which
such moneys have been retaied, the company shall pay such interest as
may be receiveed by it from timt to time on such securities.
(3) The amount so retained and invested shall be held to represent
the future calls which may be made to replace the capital so reduce on
those shares, whether theh amount obtained onsale of the whofe of =such
proportion tehreo fas represents the amount of any call when made pro-
duces moure ofr less than the amount of such call.
79. From and after such reduction of capital teh comapany shall specify
in the annal lists of members , to be made by it in pursuance of section
30 , the amounts whichh any of the ksharehloders of the company have
required the comapny to retain, and the company has retained accored-
ingly , in pursuance of the last preceding section , and the comapny shall
alsoo specify in the statements of account laid before any general meeting
of the company the amount of teh undivided profits of the company
which has been returned to the shareholders in reduction of the paid-up
capial of teh comany under section77.
Unlimied Liability of Directors .
80. Where after the 21st day of June, 1877, a companyy is formed
as a limited company under this Ordinance , the liavility of the directors
or managers of such company, or the managing director, may if so
orvided by the memorandum of association, be unlimied.
81. The following modificaations shall be made in section 58 with
respect to teh contributions to be required in the event o fthe winding -
up oof a limied company under this Ordinance from any director or
manager whose liability is, in pursuance of this Ordinance, unlimited;
that is to say ,-
(1) subject to the provisions hereinafter contained, any such director
or manager, whether past or present, shall, in 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 commencemnt of
the winding-up, amember of an unlimited company;
(2) no contribution required from any past director or manager
who has cese to hold such office for a period of one year or
upwaeds 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 he is liable to cotribute as an ordinary
member of the company; and
(4) subject to the provisions contained in the regulations of the
company, no contribution required from any director or man-
ager shall exceed the amout, if any, which he is liable to con-
tribute as an ordinary member, unless the Cout deems it necessary
to require such contribution in order to satisfy the debts and l
liabilies of the company and the costs, charges, and expenses
of the winding-up.
82. In the event of the winding-up of any limited company, the
Court may, if it thinks fit , make to any director or manager of such
company whose liability is unlimited the same allowance by way of set-
off as under section 149 it may make to a contributory where the com-
pany is not limited.
83.-(1) In any limited company in which, in pursuance of this Or-
dinance, the liability of a director of manager is unlimited, the directors
or managers of the company, if any , and the member who proposes any
person for election or appointment to such office, shall add to such pro-
posal a statement that the person holding such office will
be unlimited, and teh promoters, directors, managers , and secretary, if
any, of such company, or one of them, shall, before such person accepts
such office or acts therein, give him notice in writing that his liability
will be unlimited.
(2) If any director, manager, or proposer makes default in adding
such statement, or if any promoter, director, manager, or secretary makes
default in giving such notice, he shall be liable to a penalty not exceed-
ing five haundred dollars, and shall also be liable to a penalty not exceed-
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.
84.-(1) Any limited company under this Ordinance, whether formed
before or after the 21st day of June, 1877, may , by a special resolution,
if authorized to do so by its regulations as originally framed or as alter-
ed by special resolution, from time to time modify the conditions con-
tained in its memorandum of association so far as to render unliimited
the liability of its directors or managers or of the managing director.
(2) Such special resolution shall be of the same validity as if it had
been originally contained in the memorandum of association, and a copy
thereof shall be embodied in or annexed to every copy of the memoran-
dum 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 com-
plying with the provisions of section 94 and shall be punished accord-
ingly.
PART 3.
MANAGEMENT AND ADMINISTRATION.
Office and Name.
85.-(1) Every company under this Ordinance shall have a registered
office to which all communications and notices may be addressed.
(2) If any company under this Ordinance carries on business without
having such an office, it shall be liable to a penalty and exceeding fifty
dollars for every day during which business is so carried on.
86.Notice of the situation of such registered office, and of any change
therein, shall be given to the Registrar of Companies and recorded by
him; and until such notice is given the company shall not be deemed to
have complied with teh provisions of this Ordinance with respect to
having a registered office.
87. Every limited company under this Ordinance, whether limited by
shars or by guarantee, -
(1) shall paint or affiw, and shall keep painted or affixed, its name
on the outside of everu office or place in which the business of
the company is carried on, in a conspicuous position, in letters
easily legible;
(2) shall have its name mentioned in legible characters on its seal;
and
(3) shall have its name mentioned in legible characters in all
notices, adverisements, and other official publications of the com-
pany, and in all bills of exchange, promissory notes, invoices ,
receipts, and letters of credit of the company.
88.-(1) If any limited company under this Ordinance does not
paint or affix, and keep painted or affixed, its name in manner directed
by this Ordinance, it shall be liable to a penalty not exceeding fifty
dollars for not so painting or affixing its name, and for every day during
which such name is not so kept painted or affixed; and every director
and managerof the xompany who knowingl and wilfully authorizes or
permits such default shall be liable to the like penalty.
(2) If any director, manager ,or officer of any such company, or any
person on its behalf, uses or authorizes the use of any seal purporting
to be a seal of the company whereon its name is not so regraved as aforesaid, or issues or authorizes the issue of any notice, advertise-
ment, or other official publication of such company, or signs or author-
izes to be signed on behalf of such company any bill of exchange, pro-
missory note, indorsement, cheque, or order for money or goods, or issues
or authorizes to be issued any bill of parcels, invoice, receipt, or letter
of credit of the company, wherein its name is not mentioned in manner
aforesaid, he shall be liable to a penalty of two hundred dollars, and
shall further be personally liable to the holder of any such bill of ex-
change, promissory note, cheque, or order for money or goods for the
amount thereof, unless the same is duly paid by the company.
Meetings and Proceedings.
89. A general meeting of every company under this Ordinance shall
be held once at least in every year.
90.-(1) Every company formed under this Ordinance after the
21st day of June,1877, shall hold a general meeting within four months
after its memorandum of association has been registered.
(2) If such meeting is not held the company shall be liable to a
penalty not exceeding twenty-five dollars for every subscriber of the memo-
randum of association, who knowing ly authorizes or permits such default
shall be liable to the like penalty.
91.-(1) In default of any regulations as to voting, every member
shall have one vote.
(2) In default of any regulations as to summoning general meetings ,
a meeting shall be held to duly summoned of which seven days' notice
in writing has been served on every member in the manner in which
notices are required to be served by teh Table marked A in the First
Schedule to this Ordinance.
(3) In default of any regulations as to the persons to summon meet-
ing, five members shall be competent to summon the same.
(4) In default of any regulations as to who is to be chairman to such
meeting, it shall be competent for any person elected by the members
present to preside.
92.-(1) a resolution passed by a company under this Ordinance
shall be deemed to be special whenever a resolution has been passed by
a majority of not less than three-fourths of such members of the com-
pany for the time being entitled, according to the regulations of the
company , to vote as may be present, in person or by proxy (in cases
where by the regulations of the company proxies are allowed), at any
general meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed
by a majority of such members for the time being entitled, according to
the regulations of the company, to vote as may be present, in person or
by proxy, at a subsequent general meeting, of which notice has been
duly given, and held at an interval of not less than fourteen days, and
not more than one month, fro, the date of the meeting at which such
resolution was first passed.
(2) at any meeting mentioned in this section, unless a poll is demand-
ed by at least five members, a declaration of the chairman that the reso-
lution has been carried shall be deemed conclusive evidence of the fact,
without proof of the number or proportion of the votes recorded in
favour of or against the same.
(3) Notice of any meeting shall, for the purposes of this section, be
deemed to be duly given, and the meeting to be duly held , whenever
such notice is given and meeting held in manner prescrbed by the
regulations of the company.
(4) In computing the majority under this section, when a poll is
demanded, reference shall ve had to the number of votes to which each
member is entitled by the regulations of the company.
93.-(1) A copy of any special resolution that is passed by any com-
pany under this Ordinance shall be printed and forwarded to the Registrar
of Conpanies and be recordedd by him.
(2) If such copy is not so forwarded within fifteen days from the date
of the confirmation of the resolution, the company shall be liable to a
penalty not exceeding twejnty-five dollars for every day after the expira-
tion of such fifteen days during which such copy is omitted to be for-
warded;l and every director and manager of the company who knowing ly
and wilfully authorizes or permits such default shall be liable to the
like penalty.
94.-(1) Where articles of association have been registered, a copy
of every special resolution for the time being in force shall be annexed
to or embodied in every copy of the articles of association that may be
issued after the passing of such resolution.
(2) Whereno articles of association have been registered, a copy
of every special resolution shall be forwarded in print to any member request-
ing the same on payment of one dollar or such less sum as the company
may direct.
(3) If any company makes default in complying with the provisions
of this section, it shall be liable to a penalty not exceeding twenty-five
dollars for each copy in respect of which such default is made; and every
director and manager of the company who knowingly and wilfully
authorizes or permits such default shall be liable to the like penalty.
95.-(1) Every company under this Ordinance shall cause minutes
of all resolutions and proceedings of general meetings of the company,
and of the directors or managers of the company in cases where there
are directors or managers, to be duly entered in books to be from time
to time provided for the purpose.
(2.) Any such minute as aforesaid, if purporting to be signed by the
chairman of the meeting at which such resolutions were passed or pro-
ceedings had, or by the chairman of the next succeeding meeting, shall
be received as evidence in all legal proceedings.
(3) Until the contrary is proved, every general meeting of the con-
pany or meeting of directors or managers in respect of the proceedings
of which minutes have been so made shall be deemed to have been duly
held and convened, and all resolutions passed thereat or proceedings had
to have been duly passed and had.
96. All appointments of directors, managers , or liquidators shall be
deemed to be valid, and all acts done by such directors, managers, or
liquidators shall be valid, notwithstanding any defect that may after-
wards be discovered in their appointments or qualifications.
Contracts, etc.
97.-(1) Countracts on behalf of any company under this Ordinance
may be made as follows; that is to say,-
(a) any contract which, if made between private persons,would
be by law required to be in writing and under seal, may be made
on behalf of the company in writing under the common seal of
the company, and such contract may in the same manner be
varied or dischargedl;
(b) any contract which, if made between private persons, would be
by law required to be in writing and signed 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; and
(c) any contract which, if made between private persons, would be
by law valid although made by parol only and not reduced into
writing , may be made by parol on behalf of the company by any
person acting under the express or implied authority of the com-
pany , and such contract may in the same manner be varied or
dicharged.
(2) All contracts made according to the provisions herein contained
shall be effectual in law, and shall be binding on the company and its
successors and all other parties thereto, their heirs , executors , or admin-
istrators, as the case may be . 98. A bill of exchange or promissory note shall be deemed to have
been accepted, madem or indorsed on behalf of any company under this
Ordinance if accepted, made , or indorsed in the name of the company
by any person acting under the authority of the company, or if accepted,
made, or indorsed by, or on behalf, or on account of the company by any
person acting under the authority of the company.
99. If any company under this Ordinance carries on business when
the number of its members is less than seven for a period of sic months
after the number has been so reduced, every person who is a member
of the company during the time that it so carries on business after such
period of six months, and is cognizant of the fact that it is so carrying
on business with fewerthan seven members, shall be severally liable for
the payment of the whole debts of the company contracted during such
time, and may be sued for teh same, without the joinder in the action
or suit of any other member.
100. Any company under this Ordinance may, by instrument in writ-
ing underr its common seal, empower any person, either generally or in
respect of any specified matters , as its attorney , to execute deeds on its
behalf in any place not situate in this Colony ; ajnd every deeds signed
by such attorney, on behalf of the company and under his seal, shall be
binding on the company and have the same effect as if it were under the
commonseal of the company.
Prospectus.
101.Every prospectus of a company, and every notice inviting persons
to subscribe for shares in any joint stock company, shall specify the d ates
and the names of the parties to any contract entered into by teh company,
or the promoters, directors , or trustees thereof, before the issue of such
prospectus or notice, whether subject to adoption by teh directors or the
company or otherwise; and any prospectus or notice not specifying the
same shall be deemed fraudulent on the faith of such prospectus,
unless he has had notice of such contract,
Register of Mortgages, etc.
102. -(1) Every limited company under this Ordinance shall keep
a register of all mortgages and charges specifically affecting property of
the company, and shall enter in such regiter in respect of each mortgage
or charge a short description of the property mortgaged or charged , the
amount of charge created, and the names of the mortgages or persons
entitled to such charge.
(2) If any property of the company is mortgaged or charged without
such entry as aforesaid being made, every director, manager, or other
officer of the company who knowingly and wilfully authorizes or permits
the omission of such entry shall be liable to a penalty not exceeding
two hundred dollars.
(3) The register of mortgages required by this section shall be open
to inspection by any creditor or member of the company at all reason-
able times ; and if such inspection is refused, any officer of the company
refusing the same , and every director and manager of the company
authorizing or knowingly and wilfully permitting such refusal, shall be
liable to a penalty not exceeding fifty dollars, and to a futher penalty
not exceeding twenty-five dollars for every day during which such re-
fusal continues.
(4) In addition to the penalty, the Chief Justice sitting in Chambers
may by order compel an immediate inspection of the register.
103.-(1) Cvery insurance company and deposit , provident , or be-
nefit society under this Ordinance hsll, before it commences business
and also on the first Monday in February and the first Mondday in August
in every year during which it carries on business, make a statement in
the Form marked D in teh First schedule to this Ordinance , or as near
thereto as circumstances will admit.
(2) A copy of such statement shall be put up in a conspicuous place
in the registered office of the company and in every branch office or
place where the business of teh company is carried on.
(3) If default is made in compliance with the provisions of this
section, the company shall be liable to a penalty not exceeding fifty
dollars for every day during which such sefault continurs; and wilfully
authorizes or permits such default shall be liable to the like pernalty .
(4) Every member and every creditor of any company mentioned in
this section shall be entitled to a copy of the above-mentioned statement
on payment of a sum not exceeding fiftu cents.
104.-(1) Every company under this Ordinance not having a
capital divided into shares shall deep at its registered office a register
containing the names and address and occupations of its direstors or
managers , and shall send to the Registrar of Companies a copy of such
register, and shall from time to time notify to the Registrar any change
that takes place in such directors or managers .
(2) If any such company makes default in complying with this sec-
tion, it shall be liable to a pernalty not exceeding fifty dollars for every
day during which such default continues ,and every director and manager
of the company who knouingly and wilfully authorizes or permits such
default shall be liable to the like penalty.
Investigation of Affairs.
105.The Governor may appoint one or more competent inspectors to
examine into the affairs of any company under this Ordinance,and to
report thereon ,in such manner as the Governor may direct, on the ap-
plications following; that is to say ,-
(1) in the case of a company having a capital divided into shares,
on the application of members holding not less than one-fifthe part
of the whole shares of the company for the time being issued; and
(2) in the case of a company not having a capital divided into
shares, onthe application of members being in number not less
than one-fifth of the whole number of persons for the time being
entered on the register of the company as members .
106. The application shall be supported by such evidence as the
Governor may require for the purpose of showing that the applicants
have good reason for requiring such investigation to be made , and that
they are not actuated by malicions motives in instituting the same ; and
the Govenot may also require the applicants to give security for pay-
ment of the costs of the inquiry before appointing any inspector or in-
spectors.
107.-(1) It shall be the duty of all officers and agents of the com-
pany to produce for the examination of the inspectors all books and
documents in their enstody or power.
(2) Any inspector may examine upon oath the officers and agents of
the company in relation to its business , and may administer such oath
accordingly.
(3) If any officer or agent refuses to produce any book or document
hereby directed to be produred , or to answer any question relating to
the affairs of the company, he shall be liable to a penalty not exceeding
fifty dollars in respect of each offence .
108.-(1) On the conclusion of the examination the inspectors shall
report their opinion to the Governor .
(2) The report shall be written or printed, as the Governor may
direct.
(3) A copy of the report shall be forwarded by the Colonial Secre-
tary to the registered office of the company, and a further copy shall, at
the request of the members on whose application the examination was
made, be delivered to them or to any one or more of them.
(4) All expenses of and incidental to any such examination as afore-
said shall be defrayed by teh members on whose application the inspec-
tor were appointed,unless the Governor directs the same to be paid out
of the assets of the company, which he is hereby authorized to do. 109.-(1) Any conpany under this Ordinance may, by special reso-
lution, appoint inspectors for the purpose of examining into the affair
of the company .
(2) The inspector so appointed shall have the same powers and per-
form the same duties as inspectors appointed by the Governor , with this
exception, that, instead of making theit report to the Governor, they
shall make the same in such manner and to such perosns as the com-
in general meeting may direct; and the officers and agents of the com-
pany shall be liable to the same penalties, in case of any refusal to
produre any book or document hereby required to be produred to such
inspectors or to answer any question, as they would have been liable to
if such inspectors had been appointed by the Governor.
110. A copy of the report of any inspectors appointed under this
Oridinance , authenticated by the seal of the company into whose affairs
they have made inspection, shall be admissible in any legal proceeding
as evidence of the opinion of the inspectors in relation to any matter
contained in such report .
service and Authentivation of Documents.
111. Any summons, notice, order , or other document required to be
served on the company may be served by leaving the same , or send-
ing it through the post in a prepaid letter addressed to the company, at
its registered office.
112.-(1) Any document to be served by post on the conpany shall
be posted in such time as to admit of its being delivered in the due
course of delivery within the period, if any , prescribed for the service
thereof.
(2) In proving service of any such document it shall be sufficient to
prove that the document was properly directed, and that it was put as
a prepaid letter into the Post Office in such due time as aforesaid .
113. Any summons , notice , order, or proceeding requiring authenti-
cation by the conpany may be signed by any director , secretary , or
other authorized officer of the co,pany , and need not be under the com-
mon seal of the company , and the same may be in writintg or in print or
partly in writing and partly in print.
Legal Proceedings.
114. All offences under this Ordinance which are made punishable
by any penalty shall be prosecuted summarily by and shall be sued for
and recovered under any Ordinance for the time being in force relat-
ing to the jurisdiction of Magistrates and the practice and procedure
before them in relation to offences punishable on summary conviction.
115.-(1.) The Magistrate imposing any penalty under this Ordinance
may direct the whole or any part thereof to be applied in or towards
payment of the costs of the proceedings, or in or towards the rewarding
the person of on whose information or at whose suit such penalty has been
recovered.
(2) Subject too such direction, all penalties shall be paid over to the
Colonial Treasurer and shall bbe carred by him to the account of the
funds of this Colony.
116.Where a limited company is plainfiff in any action, suit , or other
legal proceeding , the Chief Justice may , if it appeara by any credible
testimony that there is reason to believe that, if the defendant is success-
ful in his defence, the assets of the company will be insufficient to pay
his costs , require sufficient security to be given for such costs , and may
stay all proceedings until such security is given.
117. In any action or suit brough t by the company against any
member to recover any call or other moneys due from such member in
his character of member, it shall not be neccessary to set forth the special
matter, but it shall be sufficient to the company in respect of a call
made or other moneys due , whereby an action or suit has accrued to the
company.
118. The forms set forth in the Second Schedule to this Ordinance ,
or forms as near thereto as circumstances admit, shall be used inall
matters to which such forms refer.
119.-(1) The Governor may from time to time make such altera-
tions in the tables and forms contained in the First Schedule to this
Ordinance and in the forms contained in the Second Schedule to this
Ordinance, or make such additions to the last-mentioned forms , as he
may deem requisite.
(2) Any such table or form, when altered, shall be published in The
Gazette, and , on such publication being made, such table or form shall
have the same force as if it were included in one of the Schedules to
this Ordinance, but no alteration made by the Governor in the Table
marked A in the First Schedule to this Ordinance shall affect any com-
pany registered prior to the date of such alteration , or repeal, as respects
such company , any portion of such Table.
Arbitrations.
120.-(1) Any company under this Ordinance may from time to
time, by writing under its common seal, agree to refer and may refer to
arbitration, in accordance with the provisions of the Railway companies
Arbitration Act, 1859, of the Imperial Parliament, any existing or future difference, question, or other matter whatsoever in dispute between itself
and any other company or person.
(2) The companies parties to the arbitration may delegate to teh
person or persons to whom the reference is made power to settle any
terms or to determint any matter capable of being lawfully settled or
determined by the copanies themselves or by the directors or other
managing body of the companies.
(3) For the purposes of the application of the said Act to this Ordi-
nance, the words ' the Board of Trade ' therein occurring shall be read
as meaning the Governor and the words 'any of Her Majesty's Superior
Courts of Record at Westminster or, as the case may be , at Dublin '
shall be read as meaning the Supreme Court.
121. All the provisions of the Railway Companies Arbitration Act,
1859 , shall be deemed to apply to arbitrations between companies and
persons in pursuance of this Ordinance ; and in the construction of
those provisions the words ' the companies' shall be deemed to include
companies authorized by this Ordinance to refer disputes to arbitration.
PART 4
WINDING-UP
Preliminary.
122.-(1) The term 'contributory' shall mean every person liable
to contribute to the assets of a company under this Ordinance , in the
event of the same being wound up.
(2) It shall also, in all proceedings for dtermining the persons who
are toe be feemed contributories, and in all proceedings prior to the final
determination of such persons , include any person alleged to be a con-
tributory.
123.-(1) the liabiltiy of any person to contribute to the assets to a
company under this Ordinance , in the event of the same being wound
up, shall be deemed to created a debt of the nature of a specialty debt
accruing due from such person at the time when his liability commenced ,
but payable at the time or respective times when calls are made as here-
inafter mentioned for enforcing such liability.
(2) It shall be lawful , in the case of the bankruptcy of any contribu-
tory , to prove against his estate the estimate value of his liability to
future calls , as well as calls already made.
124. If any contributory dies either before or after he has been
placed on the list of contributories hereinafter mentioned, his personal
representatives , heirs , and devisees shall be liable , in a due course of
administration, to contribute to the assets of the company in discharge
of the liability of such deceased contributory, and such personal repre-
sentativves, heirs, and devisees shall be deemed to be contributories ac-
cordingly.
125. If any contributory becomes bankrupt, either before or after he
bas been placed on the list of contributories, his trustee in bankruptcy
shall be deemed to represent such bankrupt for all the purposes of the
winding-up, and shall be deemed to be a contributory accordingly ,and
may be called upon to admit to paid out of his assets, in due course of
law, any moneys due from such bankrupt in respect of his liability to
contribute to the assets of the company being wound up.
126. If any female contributory marries, either before or after she
has been placed on the list of contributories ,her husband shall , during
the continuance of the marriage , be liable to contribute to the assets of
the company the same sum as she would have been liable to contribute
if she had not married, and he shall be deemed to be a contributory
accordingly
Winding-up by the Court.
127. A company under this Ordinance may be wound up by the
Court exercising juisdiction in equity under the following circum-
stance; htat is to say, -
(1) wheneverthe company has passed a special resolution requirinh
the company to be wound up by the Court; or
(2) whenever the company does not commence its business within a
year from its incorporation or suspends its business for the space
of a whole year; or
(3) whenever the members are reduced in number to less than seven ;
or
(4 ) whenever the company is unable to pay its debt; or
(5) whenever the Court is of opinion that it is just and equitable
that the company should be wound up.
128.A company under this Ordinance shall be deemed to be unable
to paay its debts-
(1) whenever a creditor , by assignment or otherwise , to whom teh
company is indebted , at law or in equity ,in a sum exceeding two
hundred dollars then due , has served on the company, by leaving
the same at its registered office , a demand under his hand requir-
ing 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 compound for the same
to the reasonable satisfaction of the creditor ; or
(2) whenever execution or other process issued on a judgment , de-
cree, or order in equity, in any court in favour of any creditor , at
law or in equity, in any proceeding institued by such creditor
against the company, is returned unsatisfied in whole or in part;
or
(3) whenever it is proved to the satisfaction of the Court that the
company is unable to pay its debts .
129.-(1) Any application to the Court for the winding-up of a
company urder this Ordinance shall be by petition ; it may be present-
ed by the company, or by any one or more creditor or creditors, contri-
butory or contributories , of the company, or by all or any ot the above
parties, together or separately.
(2) But no contributory of a company under this Ordinance shall be
capable of presenting a petition for winding up such company unless-
(a) the members of the company are reduced in number to less
than seven ; or
(b) the shares in respect of which he is a contributory, or some of
them, either were originally allotted to him , or have been held
by him, and registered in his name, for a period of at least six
months during the eighteen months previously to the commence-
ment 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 con-
tributory, either before or after her marriage, or by or in the name of any
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.
130. Every order which may be made on any petition for winding
up a company shall operate in favour of all the creditors and of all the
contributories of the company in the same manner as if it had been
made on the joint petition of a creditor and a contributory.
131. The Chief Justice may do in Chambers any act which the Court
is hereby authorized to do.
132. A winding-up of a company by the Court shall be deemed to
commence at the time of the presentation of the petition for the wind-
ing-up.
133.-(1) The Court may , at an time after the presentation of a
petition for winding up a company under this Ordinance and before
making an order for winding up the company, on the application of
the company or of any creditor or contributory of the company, restrain
further proceedings in any action, suit, or proceeding against the com-
pany, on such terms as the Court thinks fit,
(2) The Court may also, at any time after the presentation of such
petition and before the first appointment of liquidators, appoint provi-
sionally an official liquidator of the estate and effects of the company .
134. On hearing the petition Court may dismiss it with or with-
out costs, or adjourn the hearing conditionally or unconditionally, or
make any interim order or any other order that it thinks just.
135. When an order has been made for winding up a company under
this Ordinance, no action, suit , or other proceeding shall be proceeded
with or commenced against the company, except with the leave of the
Court and subject such terms as the Court may impose.
136. When an order has been made for winding up a company under
this Ordinance, a copy of such order shall forthwith be forwareded by
the company to the Registrar of Companies, who shall make a minute
thereof in his books relating to the company.
137. The Court may, at any time after an order has been made for
winding up a company, on the application by motion of any creditor
or contributory of the company, and on proof to the satisfaction of the
Court that all proceedings in relation to such winding-up ought to be
stayed, make an order staying the same, either altogether or for a limited
time, on such terms and subject to such conditions as the Court thinks fit.
138. When an order has been made for winding up a company limit-
ed by guarantee and having a called up shall be deemed to be assets
of the company, and to be debt of the nature of a specialty debt due
to the company from each member to the extent of any sums that may
be unpaid on any shares held by him, and payable at such time as
may be appointed by the Court.
139.-(1.) The Court may, as to all matters relating to the winding-
up, have regard to the wishes of the creditors or contributories, as
proved to it by any sufficient evidence.
(2) The Court may, if it thinks it expedient, direct meetions of the
creditors or contributories to be summoned, held ,and conducted in such
manner as the Court may direct for the purpose of ascertaining their
wishes, and may appoint a person to act as chairman of any such
meeting and to report the result of such meeting to the Court
(3) In the case of creditors , regard is to be had to the valve of the
debts due to each creditor , and in the case of contributories to the num-

ber of votes conferred on each contributory by the regulations of the
company.
Offical Liquidators.
140.-(1) For the purpose fo conducting the proceedings in wind-
ing up a company, and assisting the Court therein, there may be ap-
pointed a person or persons to be called an official liquidator or official
liquidators ; and the Court may appoint such person or persons, either
provisionally or otherwise as it thinks fit , to the office of official liqui-
dator or official liquidators .
(2) In all cases if more persons than one are appointed to the office
of offical liquidator, the Court shall declare whether any act hereby
required or authorized to be done by the offical liquidator is to be done
by all or any one or more of such persons.
(3) the court may also determine whether any and what secuity is
to be given by any official liquidator on his appointment.
(4) if no offical liquidator is appointed, or during any vacancy in
such appointmen, all the property of the company shall be deemed to
be in the custody of the court.
141-(1) any official liquidator may resign or be removed by the
Court on due cause shown.
(2.)Any vacancy in the office of an offical liquidator appointed by
the Court shall be filled by the Court.
(3.)There shall be paid to the offical liquidator such salary or re-
muneration, by way of percentage or otherwise, as the Court may direct;
and if more liduidator than one are appointed such remuneration shall
be distributed amonngst them in such proportions as the Court may direct.
142.-(1.)The offical liquitator or offical liquidators shall be de-
scribed by the style of the offical liquidator or liquidators of the
particular company in respect of which he is or they are appointed, and
not by his or their individual name or names.
(2.)He or they shall take into his or their custody, or under his or
their control,all the property, effects, and things in action to which the
company is or appears to be entitled, and shall perform such duties in
reference to the winding-up of the company as may be imposed by the
Court.
143. The offical liquidator shall have power, with the sanction of
the Court, to do the following things:-
(1.) to bring or defend any action,suit; or other legal proceeding in
the name and on the business of the company;
(2.) to carry in the business of the company, so far may be neces-
sary for the benifical winding-up of th same; (3.)to sell the real and personal property, effects, and things in as-
tion of the company by public auction or private contract, with
power to transfer the whole thereof to any person or company or
to sell the same in parcals;
(4.)to do all acts and to execute, in the name and on behalf of the
company, all deeds, receipts, and other documents, and for that
purpose to use, when necessary, the company's seal;
(5.)to prove , rank, claim, and draw a divided, in the matter of the
bankruptey of any contributory, for any balance aganist the estate
of such constributory,and to take and recieve dividents in respect
of such balance, in the matter of bankreupty, as a seperate debt due
from such bankrupt , and rateably with the other seperate credit-
ors;
(6.)to draw, accept, make, indrose any bill of exchange or pro-
missory note in the name and on behalf of the company;and the
drawing, accepting, making, or indrosing of every such bill of
exchange or promissory note as aforresaid on behalf of the comp-
any as if such bill or note had been drawn, accepted, made,
indrosed by or on behalf of the company in the course of car-
rying on the business thereof;
(7.)to raise from time to time,on the security of the assets of the
company, any requiste sum of sums of money ;
(8.) to take out, if necessay, in his offical name, letters of admins-
tration to any deceased contribatory, and to do in his offical name
any other act that may be necessary for obtaining payment of any
moneys due from a contributory or from his estate, and which act
cannot be conviently done in the name of the company ; and in
all cases where he takes out letters of adminstration, or otherwise
uses his offical name for obtaining payment of any moneys due
from a contributory, such letters or recover such moneys, be deemed to
be due to the offical liquidator himself;and
(9.) to do and excute all such other things as may be necessary for
winding up the affairs of the company and distributing its assets.
144.The Court may provide, by any order, that the offical liquitator
may exercise any of the above powers without the sanction or interven-
tion of the Court; and, where an offical liqidator is provisionally
appointed,may limit and restrict his powers by the order appointing him.
145. The offical liqidator may, with the sanction of the Court,
appont a solicitor to assit hinm in the performance of his duties. 146. As soon as may be after making an order for winding up a
company, the Court shall settle a list of contributories , with power to
rectify the register of members in all cases where such retification is
required in purance of this Ordinance, and shall cause the assets of the
company to be collected and applied in discharged of its liabilities.
147.-(1.)In settling the list of contributories the Court shall dis-
tinguish between persons who are constributories in their own rights and
persons who are contributories as being representatives of or being liable
to the debts of others.
(2.) It shall not be necessary, where the personal representative of
any deceased contributory is placed on th elist, to add the heirs or devisees
of such contributory, but nevertheless such heirs or devisses may be
added as and when the Court think fit.
148. The Court may, at any time after making an order for winding
up a company , require any contributory for the time being settled on the
list of contributories, trustee, reciever, banker, or agent, or officer of the
company to pay, deliver, convey,surrender, or transfer forthwith, or
within such time as the Court directs , or into the bands of the offical which
happens or happen to be in his hands for the time being and to which the
company is prima facie entitled.
149.-(1.) The Court may, at any time after making an order for
winding up a company, make an order on any contributory for the time
being settled on the list of contibutories directing payment to be made,
in manner in the said order mentioned , of any contributory for the time
from the estate of the the person whom he represents to the company , ex-
clusive of any moneys which he or estate of the person whom he
represents amy be liable to contribute by virtue of any call made or to be
made by the COurt in purance of this Part.
(2.) The COurt may, in making such order, when the company is not
limited , allow to such contributory by way of the set-off any moneys due to
him or the estate which he represents from the company on any inde-
pendent dealing or contract with the company, but not any moneys due
to him as a member of the company in respect of any individend or profit:
Provided that when all the creditors of tany company, whether limited
or unlimited,are paid in full, any moneys due on any account whatever
to any contributory from the company may be allowed to him by way of
set-off aganist any subsequence call or calls.
150.-(1.)The Court may . at any time after making an order for
winding up a company and either before or after it has asserted the insufficiency of the assets of the company, make calls on and order pay-
ment thereof by all or any of the contributories for the time being settled
on the list of contributories, to the extent of their liability , for payment
of all or any sums it considers necessary to satisfy the debits and liabli-
ties of the company, and the costs ,charges, and expenses of winding
it up, and for the adjustment of the rights of the contributories among
themselves.
(2.)The Court may, in making a call, take into consideration the
probability that some of the contributories on whom the same is made
may partly or wholly fail to pay their respective portions of the same.
151. The Court may order any contributory, purchaser, or other person
from whom money is due to the company to pay the same into some
banking estabishment in this Colony to be named by the Court or to the
account of the official liquidator instead of to the offical liquidator,
and such order may be enforced in the same manner as if it had directed
payment to the official liquidator.
152. All moneys , bills , notes , and other securities paid and delivered
into such bank so to be named as aforesaid in the event of a company
bing wound up by teh Court shall be subject to wuch order and regula-
tion for the keeping of the account of such moneys and other effects, and
for the payment and delivery in, or investment and payment and delivery
out, of the same as the Court may direct.
153. If any person who is made a contributory as personal repre-
sentative of a deceased contributory mades default in paying any sum
ordered to be paid by him, proceedings may be taken for administering
the personal and real estates of such deceased contributory, or either of
such estates, and of compelling payment thereout of the moneys due.
154.-(1) Any order made by the Court in pursuance of this Ordi-
nance on any contributory shall bbe conclusive evidernce that the moneys.
if any, htereby appearing to be due or ordered to be paid are due.
(2) All other pertinent matters stated in such order are to be taken
to be traly stated as against all persons and in all proceedings whatso-
ever, with the excetion of proceedings taken against the real estate of
any deceased contuibutory , in which case such order shall only be prima
facie evidence for the purpose of charging his real estate, unless his heirs
or devisees were on the list of contributories at the time of the order
being made.
155. The Court may fix a certain day or certain days on or within
which creditors of the company are to prrove their debts or claims or to
be excluded from the benefit of any distribution made before such debts
are proved. 156.The Court shall adjust the rights of hte contributories among
themselves, and distribute any surplus that may remain among the par-
ties entitled thereto.
157. The Court may , in the event of the assets bing insufficient to
satisfy the liabilities, make an order as to the payment out of the estate
of the company of the costs, charges, and expenses incurred in winding
up any company, in such order of priority as the Court thinks just.
158.-(1) When the affairs of the company have been completely
wound up , the Court shall make an order that the company be dissolved
from the date of such order, and the company shall be dissolved accord-
ingly.
(2) Any order so mader shall be reported by the official liquidator
to the Registrar of Companies, who shall make a minute accordingly in
his books of the dissolution of the company.
(3) If the official liquidator makes defauly in reporting to the Re-
gistrar, in case of a company being wound up by the Court , the order
that the company be dissolved, he shall be liable to a penalty not exceed-
ing fifty dollars for every day during which he is so in dauly.
159. Any petition for winding upa company by the Court under this
Ordinance shall constitute a lis pendens within the terms of the Land
Registration Ordinance, 1844, provided that the memorial is signed by
the petioners and contains their names and additions , the name of the
coompany whose estate is intended to be affected thereby, the day when
the said petition was filed, and the sum of money , if any , in ocntroversy,
and so that the said memorial is verified in other respects as is provided
by the said Ordianance in the case of judgments.
Extraordinary Powers of the Court.
160.(1) the court may, afteris has mader an order for winding up
the company, summon before it any officer of the company or person
known or suspected to have in his possession any of the estate or effects
of the company or supposed to be indebted to the company, or any per-
son who the court may deem capable of giving information concern-
ing the trade, dealings, estate, or effects of the company.
(2) the court may require any such officer or person to produce any
books, papers, deeds, writings, or other documents in his custody or
power relating to the company; but where such officer or person claims
any lien on books , papers , deeds , writings , or documents produced by
him, such production shall be without prejudice to such lien, and the
court shall have jurisdiction in the winding-up to determine all ques-
tions relating to such lien.
(3)if any person so summoned , after being tendered a resonable
sum for his expenses, refuses to come before the court at the time ap-
pointed, having no lawful impediment ( made known to the court at the
time of its sitting and allowed by it) , the court for examination.
161.the court may examin upon oath, either by word of mouth or
on written interrogatories, any person appearing or brought before it in
manner aforesaid concerning the affairs , dealings , estate, or effects of
the company, and may reduce into writing the answers of every such
person, and requier him to subscribe the same .
162. the court may , at any time before or after it has made an
order for winding up a company , on proof being given that there is
probable cause for believing that any contributory to the company is
about to quit the colony or otherwise abscond, or to remove or conceal
any of his goods or chattels , for the purpose of evading payment of calls
or of avoiding examination in respect of the affairs of the company,
cause such contributory to be arrested , and his books, papers, moneys,
securities for money, goods , and chattels to be seized, and him and them
to be safely kept until such time as the court may order.
163. any powers by this ordinance confered on the court shall be
deemed to be in addition to and not in restriction of any other powers
subsisting , either at law or in equity , of instituting procedings against
any contributory or the estate of any contributory , or against any debtor
of the company, for the recovery of any call or other sums due from such
contributory or debtor or his estate, and such proceedings may be in sti-
tuted accordingly.
Enforcement of Orders.
164. all orders made by the court under this ordinance may be
enforced in the same manner in which orders of the court in its equity
jurisdiction made in any suit pending therein may be enforced .
165. no affidavit, declaration, or affirmation shall be use in any mat-
ter or proceeding under this ordinance unless the same has been sworn
or made in manner following ; that is to say,-
(1) in this colony, before the court , or before any officer appointed
by the court for that purpose ,or before a Magistrate;
(2) in an colony , island , plantation, or place in Her Majesty's do-
minions , before any court , judge ,or person lawfully authorized to
take and receive affidavits, declarations, ro affirmations; and ,
(30in any foreign parts out of Her Majesty's dominions , before a
judge or magistrate, his signature being authenticated by the official
seal of the court to which he is attached, or by a public notary , or
before a Britisg Minister, Consul, or vice-consul.
Volutary Winding -up.
166.-(1) a company under htis ordinance may be wound up
woluntarily-
(a) whenever the period , if any , fixed for theduration fo the com-
pany by the articles of association expires , or whenever the event ,
if any , occurs , on the occurrence of which it is provided by the
articles of association thath the company is to be dissolved , and the
company in general meeting has passed a resolution requiring
the company teo be wound up voluntarily; or
(b) whether the company has passed a special resolution requiring
teh company to be wound up voluntarily; or
(c) whenever the company has passsed an extraordinary resolution
to the effect that it has been proved to its satisfaction that the
company cannot by reason of its liabilities continue its business,
and that it is advisable to wind up the same.
(2) for the purposes of this ordinance any resolution shall be deemed
to be extraordinary which is passed in such manner as would , if it had
been confirmed by a subsquent meeting , have constituted a special reso-
lution , as hereinbefore defined.
167. a voluntary winding-up shll be deemed to commence at teh
time of the passing of the resolution authorizing such winding-up.
168. whenever a company is wound up voluntarily the company shall,
from the date of the commencement of the winding-up , cese to carry
on its business, except in so far as may be required for the beneficial
winding-up thereof , and all transfers of shares , except transfers made to
or with the sanction of the liquidators , or alternation in the status of the
members of the company taking place after the commenncement of the
winding-up, shall be void , but its corporate state and all its corporate
powers shall, notwithstanding it is otherwise provided by its regulations
continue until the affairs of the company are wound up .
169. notice of any special resolution or extraordinary resolution passed
for winding up a company voluntarily shall be given by advertisement
in The Gazette.
170. the following consequenes shall esure on the voluntary winding-
up of a company:-
(1) the property of the company shall be applied in satisfaction of its
liabilities pari passa, and , subject thereto , shall , unless it is other-
wise provided by the regulations of the company, be distributed
amongst the members according to their rights and interest in the
company ;
(2) liquidators shall be appointed for the purpose of winding up the affair of the company and distributing its property;
(3) the company in general meeting shall appoint such persons or
person as it thinds fit to be liquidators or a liquidator , and may fix
the remuneration to be paid to them or him;
(4) if on person only is appointed , all the provisions herein contained
in reference to severral liquidators shall apply to him;
(5) on the appointment of the liquidators all the power of the directors
shall cease, except in so far as the company in genereal meeting or
the liquidators may sanction teh continuance of such powers;
(6) when several liquidators are appointed, every power hereby given
may be exercised by such one or more of them as may be deter-
mined at the time of their appointment, or , in default of such deter-
mination, by any number not less than two;
(7) the liquidators may , without the sanction of the court, exercise
all the powers by this ordinance given to the official liquidator;
(8) the liquidators may exercise the powers hereinbefore given to
the court of settling hte list of contributories of the liability ofo
the persons named therein to contributories;
(9) the liquidaors may , at any time after the passing of the resolu-
tion for winding up the company and before they have ascertained
the insufficiency of the assets of the company, call on all or any of
the contributories for the time being sttled on teh list of contri-
butories to the extent of their liability to pay all of any sums they
may deem necessary to satisfy the debts and liabilities of the com-
pany and the costs,charges , and expenses of winding it up , and
for the adjustment of the rights of the contributories among
themselves , and the liquidators may , in making a call, take into
consideration the probability that some of the contributories on
whom the same is made may partly or wholly fail to pay their
respective portions of the same ; and
(10) the liquidators shall pay the debts of the company , and adjust
the rights of the contributories among themselves.
171. where a company limited by guarantee and having a capital
divided into shares is being wound up voluntarily , any share capital
that may not have been called up shall be deemed to be assets of the
company and to be a specialty debt due from each member to the com-
pany to the extent of any sums that may be unpaid on any shares
held by him, and payable at such time as may be appointed by the
liquidators.
172.-(1) a company about to be wound up voluntarily , or in the
course of being wound up voluntarily , may , by an extraordinary resolu- iton, delegate to its creditors, or to an committee of its creditors , the
power of appointing liquidators or any of them and of supplying any
vacancies among liquidators , or may , by a like resolution, enter into any
arrangerment with respect to the powers to be exercised by the liquida-
tors and the manner in which they are to be exercised.
(2) any act done by the creditors in pursuance of such delegated
power shall have the same effect as if it had been done by the company.
173. any arrangement entered into between a company about to be
wound up voluntarily, or in the course of being wound up woluntarily,
and its creditors shall be binding on the company if sanctioned by an
extraordinary resolution, and on the creditors if acceded to by three-
fourths in number and valve of the creditors, subject to such right of
appeal as is hereinafter mentioned.
174.any creditor or contributory of a company that has in manner
aforesaid entered into any arrangerment with its creditors may, within
three weeks from the date of the completion of such arrangement , ap-
peal to the court against such arrangement , and the court may there-
upon , as it thinds just, amend m vary m or confirm the same .
175.-(1) where a company is being wound up voluntarily, the
liquidators or any contributory of the company may apply to the court
to determine any question arising in the matter of the winding-up, or
to exercise , as respects the enforcing of calls or any other matter, all or
any of the powers which the court might exercise if the company were
being wound up by the court .
(2) the court in the case aforesaid , if satisfied that the determination
of such question, ro the required exercise of power, will be just and
beneficial,, may accede, wholly or partially , to such application , on such
terms and subject to such conditions as the court thiks fit, or it may
make such other order or decree on such application as the court thinks
just.
176-(1) where a company is being wound up voluntarily , the
liquidators may from time to time , during the continuance of the
winding-up, summon general meetings of the company for the purpose
of obtaining the sanction of the company by special resolution or ex-
traordinary resolution, or for any other purpose they think fit .
(2) in the event of the winding -up contining for more than one year,
the liquidators shall summon a general meeting of the company at the
end of the first year and of each succeeding year from the commence-
ment of the winding-up , ro as soon thereafter as may be convenient, and
shall lay before such meeting an account showing their acts and dealings
and the manner in which the winding-up has been conducted during the
preceding year.
177.(1) if any vacancy occurs in the office of liquidators appointed
by the company,by death , resignation, or otherwise , the company in
general meeting may , subject to any arrangement which it may have
entered into with its creditors , fill up such vacancy .
(2) a general meeting for the purpose of filling up such vacancy may
be convened by the continuing liquidators , if any , or by any contributory
of the company, and shall be deemed to have been duly held if held in
manner prescribed by the regulations of the company , or in such other
manner as may , on application by teh continuing liquidator , if any , or by
any contributory of the company, be determined by the court.
178.(1) if from any cause whatever there is no liquidator acting
in the cases of a voluntary winding-up , hte court may , on the applicatin
of a contributory, appoint a liquidator or liquidators .
(2) the court may also, on due cause shown , remove an liquidator,
and appoint anotherr liquidator to act in the matter of a voluntary wind-
ing-up.
179-(1) as soon as the affairs of the company are fully wound
up , the liquidators shall make an account showing the manner in which
the winding-up has been conducted, and the property of the company
disposed of.
(2) thereupon they shall call a general meeting of the company for
the purpose of having the account laid before it and hearing any ex-
planation that may be given by the liquidators.
(3) the meeting shall called by advertisement specifying the time,
place, and object of the meeting; and the advertisement shall be pub-
lished one mouth at least previously to the meeting in The Gazette.
180.-(1) the liquidators shall make a return to the Registrar of
Companies of such meeting having been held, and of the date at which
the same was held, and , on hte expiration of three months from the date
of the registration of such return, the company shall be deemed to be
dissolved.
(2) if the liquidators make default in making such return to the
Registrar, they shall be liable to a penalty not exceeding fifty dollars for
every day during which such default continues.
181. all costs, charges, and expenses properly incurred in the vol-
untary winding-up of a company, including the remmeration of the
liquidators , shall be payable out of the assets of the company in prioriyty
to all other claims.
182. the voluntary winding-up of a company shall not be a bar to
the right of any creditor of the company to have the same wound up
by the court ,if the court is of opinion that the rights of such creditor will be prejudiced by a voluntary winding-up.
183. where a company is in course of being wound up voluntarily,
and proceedings are taken for the purpose of having the same wound
up by the court , the court may ,if it thinks fit , notwithstanding that it
makes an order directing the company to be wound up by the court ,
provide in such order or in any other order for the adoption of all or
any of the proceedings taken in the course of the voluntary winding-up.
Winding-up subject to the Supervision of the Court.
184. when a resolution has been passed by a company to wind up
voluntarily , the court may make an order directing that the voluntary
winding-up shall continue , but subject to such supervision of the court,
and with such liberty for creditors, contributories , or others to apply to
the court , and generally on such terms and subject to such conditions
as the court thinks just.
185. a petition praying wholly or in part that a voluntary winding-
up shall continue , but subject to the supervision of the court (and
which winding-up is hereinafter referred to as a winding-up subject to
the supervision of the court ) shall, for the purpose of giving jurisdic-
tion to the court over actions and suits , be deemed to be a petition for
winding up the company by the court.
186-(1) the court may , in determining whether a company is to
be wuond up altogether by the court or subject to the supervision of the
court , in the appointment of a liquidatior or liquidators, and in all other
matters relating to the winding-up subject to supervision , have regard
to the wishes of the creditors or contributories as proved to it by any
sufficient evidence.
(2) the court may direct meetings of the creditors of contributories
to be summoned , held , and regulated in such manner as the court directs
for the purpose fo ascertaining their wishes , and may appoint a person
to act as chairman of any such meeting and to report the result of such
meeting to the court.
(3) in the case of creditors , regard is to be had to the value of the
debts due to each creditor, and in the case of contributories to the
company .
187.-(1) where an order is made for a winding-up subject to the
supervision of the court , the court may , in such order or in any subse-
quent order, appoint any additional liquidator or liquidators.
(2) any liquidators so appointed by the court shall have the same
powers, be subject to the same obligations , and in all respects stand in
the same position as if they had had been appointed by the company. (3) the court may from time to time remove any liquidators so
appointed by the court, and fill up any vacancy occasioned by such re-
moval or by death or resignation.
188.-(1) where an order is made for a winding-up subject to the
supervision of the court, the liquidators appointed to conduct such
winding-up may , subject to any restrictions imposed by the court , exer-
cise all their powerw , without the sanction or intervention of the court ,
in the same manner as if the company were being wound up altogether
voluntarily.
(2) save as aforesaid, any order made for winding-up subject to
the supervision of the court shall for all purposes, in cluding the stay-
ing of actions , suits , and other proceedings, be deemed to be an order
of the court for wimding up the company by the court , and shall con-
fer full authority on the court to make calls or to enforce calls made
by the liquidators , and to exercise all other powers which it might have
exercised, if an order had been made for winding up the company alto-
gether by the court.
(3) in the construction of the provisions whereby the court is em-
powered to direct any act or thing to be done to or in favour of the
official liquidators , the expression ' official liquidators' shall be deemed
to mean the liquidators conducting the winding-up subject to the super-
vision of the court .
189. where an order has been made for the winding-up of a company
subject to the supervision of the court , and such order is afterwardds
superseded by an order directing the coumpany to be wound up compul-
sorily, the court may, in such last-mentioned order or in any subsequent
order, appoint the uoluntary liquidators or any of them, either provision-
ally or permanently and either with or without the addition of any other
persons , to be official liquidators .
Supplemental provisions.
190. where a company is being wound up by the cort or subject
to the supervision of the court , all dispositions of the property, effects,
and things in action of the company, and every transfer fo shares, or
alteration in the status of the members fo the company, made between
the commencement of the winding-up and the order for winding up
shall, unless the court otherwise orders , be void.
191. where a company is being wound up. all boods accounts , and
documents of the company and of the liquidators shall, as between the
contributories of the company, be prima farie evidence of the truth fo
all matters puporting to be therein recorded.
192.-(1) where any compromise or arrangement is proposed be-

tween a company which is in the course of being wound up, either
voluntarily or by or under the sutervision of the court, under this
ordinance, and the creditors of such company or any class of suvh cre-
ditors , it shall be lawful for the court , in addition to any other of its
powers, on the appllication in a summary way of any creditor or of the
liquidators , to order that a meeting of such creditors or class of creditors
shall be summoned in such manner as the court directs.
(2) if a majority in number representing three-fourths in value of
suvh freditors or class of creditors , present either in person or by proxy
at such meeting , agree to any compromise or arrangement , such com-
promise or arrangement shall, if sanctioned by an order of the court,
be binding on all such creditors or class of creditors , as the case may be ,
and also on the liquidators and contributories of the company .
193.-(1) in the winding-up of any cimpany under this ordinance
whose assets may prove insufficient for the payment of its debts and lia-
bilities and the costs of winding up , the same rules shall prevail and
be observed as to the respective rights of secured and unsecured credit-
ors , as to debts and liabilities provable, and as to the valuation of an-
nuities and future and contin gent liabilities respectively as may be in
force for the timme being under the law of bankruptcy with respect to the
estates of persons adjudged bankrupt.
(2) persons who in any such case would be entitled to prove for
and receive dividends out of the assets of any such company may come
in under the winding-up of the company , and make such claim against
the same as they may be entitled to undre any proceedings in bankruptey.
194.-(1) in the distribution of the assets of any company being
wound up under this ordinance there shall be paid in priority to other
debts-
(a) all wages or salary of any clerk or servant in respect of service
rendered to the company during four mouths before the com-
mencement of the winding-up , not exceeding two hundred and
forty dollars; and
(b) all wages of any labourer or workman in respect of service
rendered to the company during two months before the com-
mencement of the winding-up.
(2) the debts mentioned in this section shall rank equally among
themselves, and shall ve paid in full, unless the assets of the company
are in sufficient to meet them , in which case they shall abate in equal
proportions between themselves.
(3) subject to hte retention of such sums as may be necessary for
the costs of administration of otherwise , the liquidator or liquidators or
official liquidator shall discharge the said debts forthwith , so far as the assets of the ocmpany are and will sufficient to meet them, as and
when such assets come into the hands of the liquidatior or liquidators
or official liquidator.
195.-(1) where a company has been wound up under this ordi-
nance and is about to be dissolved , the vooks , accounts , and documents
of the company and of the liquidators may be disposed of in the follow-
ing way; that is to say,-
(a) where the company has been wound up by or subject to the
supervision of the court , in such way as the court directs ; and
(b) where the company has been wound up voluntarily , in such
way as the company by an extraordinary resolution directs.
(2) but after the lapse of five years from the date of such dissolu-
tion , no responsibility shall rest on the company , or the liquidators, or
any one to whom the custody of such books, accounts,and documents
has been commited , by reason that the same or any of them cannot be
made forthcoming to any partly or parties claiming to be interested
therein.
196. where an order has been made for winding up a company by
the court or subject to the supervision of the court, the court may
make such order for the inspection by the creditors and contributories
of the company of its books and papers as the court thinks just, and any
boods and papers in the possession of the company may be inspected by
crediots or contributories in conformity with the order of the court ,
but not further or otherwise.
197. any person to whom any thing in action belonging to the com-
pany is assigned, in pursuance fo this ordinance, may bring or defend
any action or suit relating to such thing in action in his own name.
198. in the event of any company being wound up under this ordi-
nance , all debts payable on a contingent , ascertained or sound-
ing only in damages, shall be admissible to proof against the company,
a just estimate being made, so far as is possible, of the value of all such
debts or claims as may be subject to any contingency, or sound only in
damages, or for some other reason do not bear a certain value.
199. the liquidators may -
(1) with the sanction of the court where the company is being wound
up by the court or subject to the supervision of the court; and
(2) with the sanction of an extraordinary resolution of the company
where the company is being wound up altogether voluntarily,
pay any classes of crediors in full, or make such compromise or other
arrangement as the liquidators may deem expedient with creditors or
persons claiming to be creditors, or persons having or alleging them-
selves to have any claim, present or future, certain or contingent, ascer-
tained or sounding only in damages, against the company, or whereby
the company may be rendered liable.
200. the liquidators may,-
(1) with the sauction of the court, where the company is being wound
up by the court or subject to the supervision of the court; and
(2) with the sauction of an extraordinary resolution of the company,
where the company is being wound up altogether voluntarily,
compromise all calls and liabilities to calls, all debts and liabilities cap-
able of resulting in debts, and all claims , whether present or future,
certain or contingent, ascertained or sounding only in damages, subsist-
ing or supposed to subsist between the company and any contributory
or alleged contingent, or other debtor or person apprehending liability
to the company, and all questions in any way relating to or affecting
the assets of the company or the winding-up of the company, on the
reciept of such sums, payable at such times, and generally on such terms
as may be agreed upon, with power for the liquidators to take any
security for the discharge of such debts or liabilities, anc to give com-
plete discharges in respect of all or any such calls, debts, or liabilities.
210.-(1) where any company is proposed to be or is in the course
of being wound up altogether voluntarily, and the whole or a portion of
its business or property is proposed to be transferred or sold to another
company, the liquidators of the first-mentioned company may, with the
sanction of a special resolution of the company by whom they were
appointed, conferring either a general authority on the liquidators or an
authority in respect of any particular arrangement, receive in compensa-
tion or part compensation for such transfer or sale, shares, policies, or
other like interests in such other company , for the purpose of distribu-
tion among the members of the company being wound up, or may en-
ter into any other arrangement whereby the members of the company
being wound up may in lien of receiving cash, shares, polices, or other
like interest, or in addition thereto, participate in the profits of or receive
any other benefit from the purchasing company.
(2) any sale made or arrangement entered into by the liquidators in
pursuance of this section shal be binding on the members of the com-
pany being wound up; subject to this proviso that if any member
of the company being wound up who has not voted in favour of the
special resolution passed by the company of which he is a member at
either of the meetings held for passing the same expresses his dissent
from any such special resolution , in writing addressed to the liquidators
or one of them, and left at the registered office of the company not

later than seven days after the date of the meeting at which such special
resolution was passed, such dissentient member may require the liquida-
tors to do one of the following things as the liquidators may prefer; that
is to say,-
(a) either to abstain from carrying such resolution into effect; or
(b) to purchase the interest held by such dissentient member at a
price to be determined in manner hereinafter mentioned, such
purchase money to be paid before the company is dissolved, and
to be raised by the liquidators in such manner as may be deter-
mined by special resolution.
(3) no specical resolution shall be deemed invalid for the purposes of
this secion by reason that it is passed antecedently to or concurrently
with any resolution for winding up the company or for appointing
liquidators; but if an order is made within a year for winding up the
company by or subject to the supervision of the court, suhc resolution
shall not bof any validity rnless it is sanctioned by the court .
202.-(1) the price to be paid for the purchase of the interest of
any dissentient member may be determined by agreement, but if the
parties dispute about the same , such dispute shall be dettled by arbitra-
tion, and for the purposes fo wuch arbitration the provisions of the
companies clauses consolidation act,1845. of the Imperial Parliament
with respect to the settlement of disputes by arbitration shall be in-
corporated with this ordinance.
(2) in the contruction of such provisions this ordinance shall be
deemed to be the special Act, and ' the company' shall mean the com-
pany that is being wound up , and the words ' the Board of Trade' shall
be read as meaning the Governor , and any appointment by the said
incorporated provisions directed to be made under the hand of the
secretary , or any two of hte directors , may be made under hte hand
of the liquidator, if only one , or any two or more of the liquidators , if
more than one .
203. where a company is being wound up by the court or subject
to the supervision of the court , any attachment , distress,or execution
put in force against the estate or effects of the company after the
commencement of the winding-up shall be void to all intents .
204. -(1) any such coveyance , mortgage , delivery of goods , pay-
ment , execution , or other act relating to property as would , if made or
done by or against an individual , be deemed in the event of his bank-
ruptey to have been made or done by way of undue or fraudulent
preference of his creditors , shall,if made or done by or against any
company,be deemed,in the event of such company being wound up
under this ordinance , to have been made or done by way of undue or

fraudulent preference of the creditors of such company , and shall be
invalid accordingly.
(2) for the purposes of this section the presentation of a petition for
winding up a company shall, in the case of a company being wound up
by the court or subject to the supervision of the court , and a resolution
for winding up the company shall , in the case of a voluntary winding up ,
be deemed to correspond with the act of bankruptey in the case of an
individual.
(3) any conveyance or assignment made by any company formed
under this ordinance of all its estate and effects to trustees for the benefit
of all its creditors shall be void to all intents.
205. where, in the course of the winding-up any company under
tis ordinance , it appears that any past or present director , manager,
official or other liquidator , or officer of such company has misapplied or
retained in his own hands , or become liable or accountable for , any
moneys of the company , or been guilty of any misfeasance or breach of
trust in relation to the company , the court may on the application of
any liquidator or of any creditor or contributory of the company, not-
wihtstanding that the offence is one for which the offender is criminally
responsible , examine into the conduct of such director , manager , or
other officer, and compel him to repay any moneys so misapplied or
retained or fro which he has become liable or accountable, together with
interest after such rate as ht ecourt thinds just , or to contribute such
sum of money to hte assets of the company by way of compensation in
respect of such misapplication , retainer, misfeasance , or breach of trust
as the court thinks just.
206. if any director , officer, or contributory of any company ordered
to be wound up under this ordinance destroys , mutilates , alters, or
falsifies any books ,papers , writings , or securities ,or makes or is privy
to the making of any false or fraudulent entry in any register, book of
account , or other document belonging to the company, with intent to
defraud or deceive any person, every person so offending shall be deemmed
to be guilty of a misdemeanor , and , being convicted thereof , shall be
liable to imprisonment , with or without hard labour, for any term not
exceeding two years.
207.-(1) where an order is made for winding up a company by the
court or subject to the supervision of the court , if it appears in the
course of such winding-up that any past ro present director, manager,
officer, or member of the company has been guilty of any offence in
relation to the company for which he is criminally responsible , the court
may , on the application of any person interested in the winding-up or
of its own motion , direct the official liquidator or the liquidators , as th e




case may be , to institute and conduct a prosecution or prosecutions for
such offence, and may order the costs and expenses to be paid out of the
assets of the company.
(2) where a company is being wound up altogether voluntarily, if it
appears to the liquidators conducting the winding-up that any past or
present director , manager , officer, or member of the company has been
guily of any offence in relation to the company for which he is criminally
responsible , it shall be lawful for the liquidators , with the previous sanc-
tion of the court , to prosecute such offender , and all expenses properly
incurred by them in such prosecution shall be payable out of the assets
of the company in priority to all other liabilities .
208. if any person , on any examination upon oath or declaration or
in any affidavit, deposition , or declaration in or about the winding-up of
any company under this ordinance, or otherwise in or about any matter
arising under this ordiance, wilfully and corruptly gives false evidence,
he shall, on conviction, be liable to the penalties of wilful perjury.
Rules of Procedure.
209. the rules contained in the Third Schedule to this ordinance
shall be the rules under and for the purposes of this Ordinance : provided,
however, that such rules may be altered, added to , or annulled in manner
mentioned in the next succeeding section .
210. the Chief Justice may , as often as circumstances require, make
such rules concerning the moder of proceeding to be had for winding up
a company in the court and for any other matters under this ordinance
as may from time to time seem necessary, and when the same have been
revised and approved by the Legislative Council , such rules shall apply
to all such proceedings.
Defunct Companies .
211.(1) where the Regitrar fo companies has reasonable causes to
believe that a company registered under this ordinance is not carrying
on business or in operation, he shall send to the company a letter inquir-
ing whether the company is carrying on business or in operation.
(2) if the Registrar does not , within fourteen days after the ex-
piration of the month, send to the company a second letter referring to
the first letter, and stating that no answer thereto has been received by
the Registrar, and that , if an answer is not received to the second letter
within one month from the date thereof , a notice will be published in
The Gazette with a view to strikinfg the name of the company off the
register.
(3) If the registrar either receives an answer from the company to




the effect that it is not carrying on business or in operation , or does not ,
within one month after sending the second letter, receive any answer
thereto , the registrar may publish in The Gazette and send to the com-
pany a notice that , at the expiration of three months from the date of
that notice, the name of the company mentioned therein will , unless
cause is shown to the contrary , be struck off the register and the com-
pany will be dissolved .
(4) at the expiration of the time mentioned in the notice, the Regis-
trar may , unless cause to the contrary is previously shown by the com-
pany, strike the name of the company off the register, and shall publish
notice thereof in The Gazette, and on such publication the company
whose name is so struck off shall be dissolved : provided that the liabil-
ity , if any , of every director , managing officer, and member of the
compay shall continue and may be enforced as if the company had
not been dissolved.
(5) if any company or member thereof feels aggrieved by the name
of such company having been struck off the register in pursuance fo this
section, the company or member may apply to the court , and the court ,
if it is satisfied that the company was, at the time of the striking-off,
carrying on business or in operation, and that it is just to do so, may order
the name of the company to be restored to the register , and thereupon
the company shall be deemed to have continued in existence as if the
name thereof had never been struck off; and the court may , by the order ,
give such directions and make such provisions as seem just for placing
the company and all other persons in the sam eposition, as nearly as may
be , as if the name fo the company had never been struck off.
(6) A letter or notice authorized or required for the pruposes of this
section to be sent to a company may either be sent by post or be delivered
by hand addressed to the company at its registered office, or , if no office
has been registered , addressed to the care of some director or officer of
the company, ro , if there is no director or officer of the company whose
name and address are known to the regitrar , the letter or notice (in
identical form ) may be sen tor delivered to each of the persons who
subscribed the memorandum of association , addressed to him at the ad-
dress mentioned in that memorandum.
(7) in the execution of his duties under this section the registrar
shall xonform to any regulations which may be from time to time made
by the Governor-in-Council.
PART 5
REGISTRATION OFFICE
212. the registration of companies under this ordinance shall be
conducted as follows; that is to say,-
1. the Governor may from time to time appoint a Registrar of
companies and such other officers and servants as he may think
necessary for the registration of companies under this ordinance,
and may award them such remuneration as he may direct;
2, the Governor may make such regulations as he thinks fit with
respect to the duties to be performed by any such registrar,
officers , and servants as aforesaid ;
3, the Governor may direct a seal to be prepared for authentication
of any documents required for or connected with the registration
of companies ;
4, any person may inspect the documents kept by the registrar,
and there shall be paid for such inspection such fees as may be
appointed by the Governor , not exceeding one dollar for each
inspection; and
5, any person may require a certificate of the incorporation of any
company, or a copy or extract of any other document or any part
of any other document , to be certified by the registrar ; and there
shall be paid for such certificate of incorporation, certified copy ,
or extract such fees as the Governor may appoint , not exceeding
five dollars for the certificate of incorporation and not exceeding
fifty cents for each folio of such copy or extract.
PART 6
MISCELLANEOUS PROVISIONS
213. any certificate of the incorporation of any company given by
the Registrar of Companies shall be received in evidence as if it were
the original certificate; and any copy of or extract from any of the
documents or part of the documents kept and registered at the office for
the registrartion of companies within the Colony , if duly certified to be a
true copy under the hand of the Registrar of Companies ( whom it shall
not be necessary to prove to be such registrar ) shall, in all legal pro-
ceedings , civil or criminal, and in all cases whatsoever , be received in
evidence as of equal validity with the original document .
214. nothing in this ordinance shall empower any company to alter
any provision contained in any ordinance relating to the company , or ,
without the sanction of the Governor , to alter any provision contained
in any Letters Patent relating to the company .
215. after the commencement of this ordinance all laws in force in
this Colony inconsistent with the provisions of this ordinance are here-
by repealed.


SCHEDULES
THE FIRST SCHEDULE
TABLE A
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES
Shares.
1. if several persons are registered as joint holders of any share, any one
of such persons may give effectual receipts for any dividend payable in respect
of such share.
2. every member shall , on payment of on dollar or such less sum as the
company in general meeting may prescribe be entitled to a certificate , under
the common seal of the company, specifying the share ro shares held by him
and the amount paid up thereon.
3. if such certificate is worn out or lost , it may be renewed on payment of one
dollar or such less sum as the company in general meeting may prescribe.
Calls on Shares,
4. the directors may from time to time make such calls upuu the members in
respect of all moneys unpaid on their shares as they think fit , provided that
twenty-one days' notice at least is given of each call , and each member shall
be liable to pay the amount of calls so made to the persons and at the times
and places appointed by the directors.
5. A call shall be deemed to have been made at the time when the resolu-
tion of the directors authorizing such call was passed .
6. if the call payment thereof, the holder for the time being of such
share shall be liable to pay interest for the same at the rate of twelve dollars
per cent, per annum from the day appointed for the payment thereof to the
time of the actual payment .
7. the directors may , if they think fit , receive from any member willing
to advance the same all or any part of the moneys due upon the shares held by
him beyond the sums actually called for ; and upon the moneys so paid in
advance , or so much thereof as from time to time exceeds the amount of the
calls then made upon the shares in respect of which such advance has been
made, the company may pay inteest at such rate as the member paying such
sum in advance and the directors agree upon.
Transfers of Shares.
8. the instrument of transfer of any share in the company shall be excuted
both by the transferor and the transferee, and the transferor shall be deemed
to remain a holder of such share until the name of the transferee is entered
in the register book in respect thereof .
9. shares in the company shall be transfered in the following form:-




I, A.B, of in consideration of the sum of dollars paid to me
by C.D, of of hereby transfer to the said C.D the share [or
shares] numbered standing in my name in the books of the
Company , to hold unto the said C.D, his executors , adminstrators , and
assigns , subject to the several conditions on which I held the same at
the time of the execution hereof ; and I, the said C,D. do hereby agree
to take the said share [ or shares ] subject to the same conditions .
As witness our hands , this day of
10. the company may decline to register any transfer of shares made by a
member who is indebted to it .
11. the transfer books shall be closed during the fourteen days immedi-
ately preceding the ordinary general meeting in each year.
Transmission of Shares.

12. the executors or administrartors of a deceased member shall be the
only persons recognized by the company as having any title to his share.
13. any person becoming entitled to a share in consequence of the death
or bankruptcy of any member , or in consequence of the marriage of any
female member , may be registered as a member on such evidence being
produced as may from time to time be required by the company .
14. any person who has become entitled to a share in consequence of the
death or bankruptcy of any member, or in consequence of the marriage of
any female member , may , instead of being registered himself , elect to have
some person to be named by him registered as a transferee fo such share.
15. the person so becoming entitled shall testify such election b execut-
ing to his nominee an istrument of transfer fo such share.
16.the instrument of transfer shall be presented to the company , accom-
panied with such evidence as the directors may require to prove the title of
the transferor , and thereupon the company shall register the transferee as a
member.
Frofeiture of Shares.
17. if any member fails to pay any call on the day appointed for payment
thereof , the directors may , at any time thereafter , during such time as the call
remains unpaid , serve a notice on him , requiring him to pay such call, together
with interest and any expenses that may have accrued by reason of such non-
payment .
18. the notice shall name a futher day on or before which such call, and
all interest and expenses that have accrued by reason of such non-payment ,
are to be paid . it shall also name the place where payment is to be made
( the place at which calls of the company are usually made payable ). it
shall also state that ,in the event of non-payment at or before the time and at
the place appointed, the shares in respect of which such call was made will be

liable to be forfeited.
19.If the requsitions of any such notices as aforsaid are not complied
with any share in respect of which such notice has been given may at any
time thereafter before payment of all calls interest and expenses due in re-
spect thereof has been made,be forfeited by a resolution of the directors to
that effect.
20.any share so forfeited shall be deemed to be the property of the com-
pany,and may be disposed of in such manner as the company in general
meeting thinks fit.
21.any member whose shares have been forfeited shall notwithstanding be
liable to pay to the company all calls owing upon such shares at the time of
the forfeiture.
22.a statutory declaration in writing that the call in respect of a share was
made and notice thereof given,and that default in payment of the call was
made,and that hte forfeiture of the share was made by a resolution of the
directors to that effect,shall be sufficient evidence of the facts therein stated
as against all persons entitled to such share, and such declaration and the
receipt of the company for the price of such share shall constitute a good
title to such share, and a certificate of proprietorship shall be delivered to a
purchaser,and thereupon he shall be deemed the holder of such share dis-
charged from all calls due prior to such purchase,and he shall not be bound
to see to the application of the purchase money,nor shall his title to such
share be affected by any irregularity in the proceedings in reference to such
sale.
Conversion of shares into stock.
23. the directors may, with the sanction of the company previously given
in generall meeting,convert any paid-up shares into stock.
24.when any shares have been converted into stock, the several holders
of such stock may thenceforth transfer their respective interests therein,or
any part of such interests,in the same manner and subject to the same regu-
lations as and subject to which any shares in the capital of the company may
be transferred,or as near thereto as circumstances admit.
25.the several holders of stock shall be entitled to participate in the
dividends and profits of the company according to the amount of their respect-
ive interests in such stock; and such interests shall, in proportion to the
amount thereof,confer on the holders thereof respectively the same privileges
and advantages for the purpose of voting at meetings of the company,and
for other purposes, as would have been conferred by shares of equal amount
in the capital of the company; but so that none of such privileges or advan-
tages,except the participation in the dividends and profits of the company,
shall be conferred by any such aliquot part of consolidated stock as would
not , if existing in shares, have conferred such privileges or advantages.


Increase in Capital.
26. the directors may ,with the sanction of a special resolution of the com-
pany previously given in general meeting , increase its capital by the issue of
new shares , such aggregate increase to be of such amount, and to be divided
into shares of such respective amounts , as the company in general meeting
directs,or,if no direction is given , as the directors think expedient.
27.subject to any direction to the contrary that may be given by the meet-
ing that sauctions the increase of capital, all new shares shall be offered to
the members in proportion to the existing shares held by them,and such offer
shall be made by notice specifying the number of shares to which the member
is entitled, and limiting a time within which the offer, if not accepted, will
be deemed to be declined, and after the expiration of such time, or on the
recipt of an intimation from the member to whom such notice is given that
he declines to accept the shares offered, the directors may dispose of the same
in such manner as they think most beneficial to the company .
28. any capital raised by teh creation of new shares shall be considered as
part of the original capital, and shall be subject to the same provisions with
reference to the payment of calls and the forfeiture of sh ares on non-payment
of calls , or otherwise, as if it had been part of the original capital.
General Meetings
29. the first general meeting shall be held at such time,not being more
than six months after the registration of the company, and at such place as
the directors may determine .
30. subsequent general meetings shall be held at such time and place as
may be prescribed by the company in general meeting ; and if no other time
or place is prescribed, a general meeting shall be held on the first Monday in
February in every year, at such place as may be determined by the directors .
31.the above-mentionedd general meetings shall be called ordinary meet-
ings; all other general meetings shall be called extraordinary general meeting .
33. any requisition made by the members shall express the object of the
meeting propsed to be called , and shall be left at the registered office of the
company.
34.On the receipt of such requisition the directors shall forhtwith pro-
ceed to conveue an extraordinary general meeting. if they do not proceed to
conveue the same within twenty-one days from the date of the requisition ,
teh refquisitionsts, or any other members amounting to the required number,
may themselves conveue an extraordinary general meeting .
Proceedings at General Meetings .
35. seven day's notice at the least, specifying the place , the day, and the


hour of meeting,and , in case of special business, the general nature of such
business, shall be given to the members in manner hereinafter mentioned, or
in such other manner,if any , as may be prescribed by the company in general
meedting; but the non-receipt of such notice by any member shall not invali-
date the proceedings at any general meeting.
36. all business shall be deemed special that is transacted at and extraor-
dinary meeting, and all that is transacted at an ordinary meeting , with the
exception of sauctioning a dividend and the consideration of the accounts,
the balance sheets, and the ordinary report fo the directors.
37. no business shall be transacted at any general meeting, except the de-
claration of a dividend, unless a quorum of members is present at the time
when the meeting proceeds to business; and such quorum shall be ascertain-
ed as follows; that is to say , if the persons who have taken shares in the
company at the time of the meeting do not exceed ten in number,the quorum
shall be five ; if they exceed ten , there shall be added to the above quorum
one for eevery five additional members up to fifty , and one for every ten addi-
tional members after fifty , with this limitation, that no quorum shall in any
case exceed twenty.
38. if within one hour from the time appointed for the meeting a
quorum is not present , the meeting, if conveued on teh requisition of mem-
bers ,shall be dissolved ; in any other case it shall stand adjourned to the same
day in the next week, at the same time and place ; and if at such adjourned
meeting a quorum is not present , it shall be adjourned sine die.
39. the chairman , if any , of the board of directors shall preside as chair-
man at every general meeting of the company.
40. if there is no such chairman, or if at any meetin he is not present
within fifteen minutes after the time appointed for holding the meeting , the
members present shall choose some one of their number to be chairman .
41. the chairman may , with the consent of the meeting, adjourn any meet-
ing from time to time and from place to place, but no business shall be trans-
acted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.
42. at any general meeting , unless a poll is demanded by at least five mem-
bers , a declaration by the chairman that a resolution has been carried , and an
entry to that effect in the book of proceedings of the company, shall be sufficien t
evidence of the fact, without proof of the number or proportion of the votes
recorded in favour of or against such resolution.
43. if a poll is demanded by five or more members it shall be taken in such
manner as the chairman directs, and the result of such poll shall be deemed to
equality fo votes at any general meeting , the cahirman ashall be entitled to a
second or casting uote.


Votes of Members.
44. every member shall have one vote for every share up to ten. he shall
have an additional vote for every five shares veyond the first ten shares up to
one hundred, and an additional vote for every ten shares beyond the first hun-
dred shares.
15. if any member is a lunatic or idiot be may vote by his commitee or
other legal representative .
46.if more persons than one are jointly entitled to a share or shares , the
member whose name stands first in the register of members as one of the holders
of such share or shares , and no other , shall be entitled to vote in respect of the
same .
47.no member shall be entitled to vote at any general meetin unless all
calls due from him have been paid , and no member shall be entitled to vote in
respect of any share that he has acquired by transfer at any meeting held after
the expiration of three months from the registration of the company , unlesss he
has been possessed of the share in respect of which he claims to vote for at
least three months previously to the time of holding the meeting at which he
proposes to vote.
48.votes may be given either personally or by proxy.
49. the instrument appointing a proxy shall be in writing , under the hand
of the appointor,or, if such appointor is a corporation , under its common seal,
and shall be atteseed by one or more witness or witnesses, no person shall be
appointed a proxy who is not a member of the company.
50. the instrument appointing a proxy shall be deposited at the registered
office of the company not less than seventy-two hours before the time for
holding the meeting at which the person named in such instrument proposes
to vote, but no instrument appointing a proxy shall be valid after the expira-
tion of twelve months from the date of its execution.
51. any instrument appointing a proxy shall be in the following form:-
company, limited.
I. A.B, of being a member of the Company, Limited,
and entitled to vote [or votes] , hereby appoint C,D of ,
as my proxy ,to vote for me and on my behalf at the ordinary [ or extra-
ordinary , as the case may be] general meeting of the company, to be held
on the day fo , l , and at any adjournment thereof
[ or at any meeting of the company that may be held in the year l]
as witness my hand , this day of l
signed by the said in the presence of
Directors.
52. the number of the directors, and the names of the first directors, shall
be determined by the subscribers of the memorandum of association.
53. until directors are appointed the subscribers of teh memorandum of
association shall be deemed to be directors.
54. the future remmeration of the directors,and their remuneration for
services performed previously to the first general meeting , shall be determined
by the company in general meeting .
Poweres of Directors.
55. the business of the company shall be managed by the directors, who
may pay all expenses incurred in getting up and registering the company , and
may exercise all such powers of the company as are not, by the companies
ordinance , 1865,or by these regulations , required to be exercised by the
company in general meeting, subject, nevertheless, to these regulations, to
the provisions of the said ordinance , and to such regulations , being not
inconsistent with theaforesaid regulations or provisions, as may be prescribed
by the company in general meeting; but no regulation made by the company
in general meeting shall invalidate any prior act of the directiors which would
have been valid if such regulation had not been made.
56. the continuing directors may act notwithstanding any vacancy in their
body .
Disqualification of Directors.
57. the office of directors shall be vacated, -
(1) if he holds any other office or place of profit under the company ; or
(2) if he becomes bankrupt or insolvent ; or
(3) if he is concerned in , or participates in the profits of , any contract with
the company:
but the above rules shall be subject to the following exceptions ; that no
director shall vacate his office by reason of his being a member of any com-
pany which has entered into contracts with or done any work for the company
of which he is director ; nevertheless he shall not vote in respect of such
contract or work; and, if he does so vote, his vote shall not be counted.
Rotation of Directors .
58. at the first ordinary meeting after the registration of the company the
whole of the directors shall retire from office; and at the first ordinary meeting
in every eubsequent year one-third of the directors for the time being or , if
their number is not a multiple of three, then the number nearest to one-third,
shall retire from office.
59. the one-third or other nearest number to retire during the first and
second years ensuing the first ordinary meeting of the company shall, unless
the directors agree among the mselves, be determined by ballot .in every
subsequent year the one-third or other nearest number who have been longest
in office shall retire.
60. a retiring director shal be re-eligible .


61. the company at the general meeting at which any directors retire in
manner aforesaid shall fill the vacated offices by electing a like number fo
persous .
62. if at any meeting at which an election of directors ought to take place
the places of the vacating directors are not filled, the meeting shall stand
adjourned till the same day in the next week, at the same time and place ;
and if at such adjourned meeting the places of the vacating directors are not
filled , the vacating directors , or such of them as have not had their places
filled , shall continue in office until the ordinary meeting in the next year,
and so on from time to time until their places are filled.
63. the company may from time to time , in general meeting , increase or
reduce the number of directors , and may also determine in what rotation such
increased or reduced number is to go out of office .
64. any casual vacancy occurring in the board of directors may be filled
by the directors , byt any person so chossen shall retain his office so long
only as the vacating director would have retained the same if no vacancy had
occurred.
65. the company, in general meeting, may , by a special resolution, remove
any director before the expriration of his period of office , and may , by an
ordinary resolution , appoint another person in his stead . the person so ap-
pointed hsall hold office during such time only as the director in whose place
he is appointed would have held the same if he had not been removed.
Proceedings of Directors.
66. the directors may meet together for the despatch of business , adjourn,
and otherwise regulate their meetings as they think fit, and determine the
quorum necessary for the transaction of business . questions arising at any
meeting shall be decided by a majority of votes. in case of an equality of
votes, the chairman shall have a second or casting vote . a director may at
any time summon a meeting of the directors.
67. the directors may elect a chairman of hteir meetings and determine
the period for which he is to hold office,but if no such chairman is elected,
or if at any meeting the chairman is not present at the time appointed for
holding the same, the directors present shall choose some one of their number
to be chairman of such meeting.
68. the directors may delegate any of their powers to committees consist-
ing of such member or members of their body as they think fit. any com-
mittee so formed shall, in the execise of the powers so delegated, conform
to any regulations that may be imposed on them by the directors.
69. a committee may elect a chairman of theirr meetings . if no such chair-
man is elected, or if he is not present at the time appointed for holding the
same , the members present shall choose one of their number to be chairman
of such meeting.

70.a committee may meet and adjourn as they think proper. questions
arising at any meeting shall be determined by a majority of votes of the
members present. in case of an equality of votes the chairman shall
have a second or casting vote.
71. all acts done by any meeting of the directors or of a committee of
direcotrs, ro by any person acting as a director , shall , notwithstanding that it
is afterwards descovered that therr was some defect in the appointment of
any such diredtors or persons acting as aforesaid , or that they or any of the m
were disqualified, be as valid as if every such person had been duly appointed
and was qualified to be a director.
Dividends.
72. the directors may , witht the sanction of the company in genereal meet-
ing , declare a dividend to be paid to the members in proportion to their shares,
73. no dividend shall be payable except out of the profits arising from the
business of the company .
74. the directors may , before recommending any dividend , set aside out of
the profits of the company such sum as they think proper as a reserve fund
to meet contingencies, or for equalizing dividends , or for repairing or main-
taining the works connected with the business of the company or any part
thereof ; and the directors may invest the sum so set apart as a reserve fund
upon such securities as they may select.
75. teh directors may deduct from the dividends payable to any member
all such sums of money as may be due from him to the company on account
of calls ro otherwise .
76. notice of any dividend that may have been declared shall be given to
eacha member in manner hereinafter mentioned ; and all dividends unclaimed
for three years after having been declared may be forfeited by the directors
for the benefit of the company.
77. no dividend shall bear interest as against the company.
Accounts .
78.-(1) the directors shall cause true accounts to be kept-
9a) of the stock in trade of the company;
(b) of the sums of money received and expended by the company , and
the matters in respect of which such receipt and expenditure takes
place; and
(c) of the credits and liabilities of the company .
(2) the books of account shall be kept at the registered office of the com-
pany, and , subject to any reasonable restrictions as to the time and manner of
inspecting the same that may be imposed by the company in general meeting.
shall be open to the inspection of the members during the hours of business.



79. once at the least in every year the directors shall lay before the com-
pany in general meeting a statement of the income and expenditure for the
past year, made up to a date not more than three months before such meeting.
80. the statement so made shall show , arranged under the most convenient
heads , the amout of gross income , distinguishing the several sources from
which it has been derived, and the amount of gross expenditure, distinguish-
ing the expenditure fairly chargeable against the year's income shall be
brought into account , so that a just balance of profit and loss may be laid
before the meeting ; and in cases where ay item of expenditure which may
in fairness be distributed over several years has been incurred inn any one year,
the whole amount of such item shall be stated , with the addition of the
reasons why only a portion of such expenditure is charged against the income
of the year.
81. a balance sheet be made out in every year and laid before the
company in general meeting, and such balance sheet shall contain a summary
of the property and liabilities of the company arranged under the heads
appearing in the form annexed too these regulations, or as near thereto as
circumstances admit.
82. a copy of such balance sheet shall , seven days previously to such
meeting, be served on every member in the manner in which notices are
hereinafter directed to be served.
Audit.
83. once at the least in every year the accounts of the company shall be
examined, and the correctuess of the balance sheet ascertained, by one or
more auditor or auditors.
84. the first auditors shall be appointed by the directors. subsequent
auditors shall be appointed by the company in general meeting .
85. if one auditor only is appointed, all the provisions herein contained
relating to auditors shall apply to him.
86. the auditors may be members of the company ; but person is
eligible as an auditor who is interesed, otherwise than as a member , in any
transation of the company ; and no director or other officer of the company
is eligible during his continuance in office .
87. the election of auditors shall be made by the company at its or-
dinary meeting in each year.
88. the remuneration of the first auditors shall be fixed by the directors;
that of subsequent auditors shall be fixed by the company in general meeting,.
89. any auditor shall be re-eligible on his quitting office.

90.if any casual vacancy occurs in the office of any auditor appointed by
the company, the directors shall forthwith call an extraordinary general
meeting for the purpose of supplying the same .
91. if no election of auditors is made in manner aforesaid, the Governor
may,on the application of not less than five members of the company,
appoint an auditor for the current year, and fix the remuneration to be paid
to him by the company for his services .
92. every auditor shall be supplied with a copy of the balance sheet ,and
it shall be his duty to examine the same ,with the acccounts and vouchers
relating thereto .
93. every auditor shall have a list delivered to him of all books kept by
the company ,and shall at all reasonable times have access to the books and
accounts of the company. he may , at the expense of the company, employ
accountants or other persons to assist him in investigating such accounts , and
he may ,in relation to such accounts , examine the directors or any other officer
of the company .
94. the auditors shall make a report to the members upon the balance
sheet and account, and in every such report they shal state whether, in their
opinion , the balance sheet is a full and fair balance sheet, containing the
particulars required by these regulations, and properly drawn up so as dtoo
exhibit a true and correctt view of the state of the company's afairs, and , in
case they have called for explanations or information from the directors,
whether such explanatiions or information have or has been given by the dir-
ectors, and whether they or it have or has been satisfactory ; and such report
shall be read, together with the report of the directors, at the ordinary meeting.
Notices.

95. a notice may be served by the company on any member either
personally or by sending it through the post in a prepaid letter addressed to
such member at his registered place of abode.
96. all notices directed to be given to the members shall , with respect to
any share to which persons are jointly entitled , be given to whichever of such
persons is named first in the register of members ; and notice so given shall
be sufficient notice to all the holders of such share,
97. any notice , if served by post, shall be deemed to have been served at
the time when the letter containing the same would be delivered in the
ordinary course of the post ; and , in proving such service ,it shall be sufficient
to prove that the letter containing the notices was properly addressed and
put into the Post Office.

TABLE B .
TABLE OF TO BE THE REGISTRAR OF COMPANIES
BY A COMPANY HAVING A CAPITAL DIVIDED INTO SHARES.
1. For registration of a company whose nominal capital does
not exceed $10,000 50...
2. for registration of a company whose nominal capital exceeds
$10,000, the above fee of $50.00, with the following additional
fees, regulated according to the amount of nominal capital;

that is to say,-
(a) for every $5,000 of nominal capital, or part of $50,000, after
the first $10,000 up to $25,000 10.00
(b) for every $10,000 of nominal capital, or part of $10,000,
after the first $25,000 , up to $500,00 3.00
(c) for every $10,000 of nominal capital, or part of $10,000,
after the first $500,000 .50
3. for registration of any increase of capital made after the first
registration the company , the same fees per $10,000 , or part of
$10,000, as would have been payable if such of registration:
Provided that no company shall be liable to pay in respect of nom-
inal capital on registration , or afterwards, any greater amount of fees
than $300, taking into account , in th e case of fees payable on an in-
crease of capital after registration, the fees paid on registration.
4. for registering any document hereby required or authorized to
be registered , other than the Memorandum of association 3.00
5. for making a record of any fact hereby authorized or required to
be recorded by the registrar of companies 3.00
TABLE C.
TABLE OF FEES TO BE PAID TO THE REGISTRAR OF COMPANIES BY
A COMPANY NOT HAVINTG A CAPITAL DIVIDED INTO SHARES. $ C.
1.For registration of a company whose numberof members , as
stated in the articles of the association , does not exceed20 50.00
2. for registration of a company whose number of members , as
stated in the article s of association , exceeds 20, but does not exceed
100 100.00
3. for registration of a company whose number of members,as
stated in the articles of association, exceeds 100, but is not stated to
be unlimited , the above fee of $100, with an additional $10.00 for
every 50 members or less number than 50 members after the first 100.
4. for registration of a company in which the number of members
is stated in the articles of association to be unlimited 300.00
5. for registration of any increase on the number of members made
after the registration of the company, in respect of every 50 members,
or less than 50 members,of such increase 10.00
Provided that no company shall be liable to pay on the whole a
greater fee than $300 in respect of its number of members , taking
into account the fee paid on the first registration of the company.
6. for registering any document hereby required or authorized to be
registered, other than the Memorandum of Association 3.00
7. for making a record of any fact hereby authorized or required to
be recorded by the registrar of companies 3.00
FORM D.
FORM OF STATEMENTT REFERRED TO IN PART 3 OF THE ORDINANCE .
The capital of the company is , divided into shares of each .
the number of shares issued is
calls to the amount of dollars per share have been made, under which
the sum of dollars has been received.
the liabilities of the company on the first day of January [or July ] were ,-
debts owing to sundry persons by the company :
on judgment , $
on specialty,$
on bills or notes, $
on simple contracts, $
on estimated liabilities , $
the assets of the company on that day were,-
Government securities [stating them] ,$
bills of exchange and promissory notes, $
cash at the banker, $
other securities,$
THE SECOND SCHEDULE
FORMS
FORM A
MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES
1st . the name of the company is ' The Eastern Steam Packet Company,
Limited.'
2nd, the registered office of the company will be situate in Victoria.
3rd. the objects for which the company is established are the convey-
ance of passengers and goods in ships or boats between such places as the
company may from time to time determin , and the attachment of the above objects .
4th the liability of the members is limited .
5th the capital of the company is two hundred thousand dollars, divided
into one thousand shares of two hundred dollars each .

we , the several persons whose names and addresses are subscribed, are
desirens of being formed into a company, in pursuance of this Memorandum
of Association , and we respectively agreeto take the number of shares in the
capital of the company set opposite our respective names.
Form B
MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY
GUARANTEE AND NOT HAVING A CAPITAL DIVIDED INTO SHARES.
Memorandum of Association .
1st the name of the company is ' The Hongkond Mutual Marine Associ-
ation , Limited.'
2nd .the objects for which the company is established are the mutual
insurance of ships belonging to members of the company , and the doing all
such other things as are incidental or conducive to the attainment of the
above objects.
4th. every member of the company undertakes to contribute to the assets
of the company, in the event of the same being wound up during the time that
he is a memberor within one year afterwards , for payment of the debts and
liabilities of the company contracted before the time at which he ceases to be
a member and the costs , charges , and expenses of winding up the same , and
for the adjustment of the rights of the contributories among themselves,
such amount as may be required , not exceeding dollars. we, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursuance of this Memorandum
of Association.
names , Addresses, and Descriptions of Subscribers.
1.JOHN JONES of
2.JOGN SMITH of
3.THOMAS GREEN of
4.JOHN THOMPSON of
5. CALEB WHITE OF
6. ANDREW BROWN of
7. CESAR WHITE OF
Dated the day of
Witness to the above signatures, Nos. 2,5,and 7.
A. B., of Victoria.
witness to the above signatures, Nos,1,3,4,and6.
C,D, of Shanghai.
ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM
OF ASSOCIATION .
Number fo Members.
1. the company , for the purpose of registration, is declared to consist of
five hundred numbers.
2. the directors hereinafter mentioned may, whenever the business of the
company requires it, register an increase of members.
Definition of Member.
3. Every person shall be deemed to have agreee to become a member of the
company who insures any ship or share in a ship in pursuance of the regula-
tion hereinafter contained.
General meetings.
4. the first general meeting shall be held at such time , not being more
than three mouths after the incorporation of the company, and at such place,
as the directors may determine.
5. subsequent general meetings shall be held at such time and place as may
be prescribed by the company in general meeting; and if no other time ro
place is prescribed, a general meeting shall be held on the first Monday in
February in every year, at such place as may be determined by the directors.
6. the above-mentioned general meetings shall be called ordinary meetings.
all other general meetings shall be called extraordinary.
7. the directors may , whenever they think fit, and they shall, on a re-
quisition made in writing by any five or more members, covene an extraor-
dinary general meeting.



8. any requisition made by the members shall express the object of the
meeting proposed to be called,and shall be left at the registered office of the
company.
9. on the receipt of such requisition the directors shall forthwith pro-
ceed to convene a general meeting. if they do not proceed to convene the
same within twinty-one days from the date of the requisition, the requisition-
ists or any other five members may themselves convene a meeting.
Proceedings at General Meetings
10. seven day's notice at least , specifying the place , the day, and the hour
of meeting , and , in case of special business, the general nture of such business ,
shall be given to the members in manner hereinafter mentioned, or in such
other manner , if any , as may be prescribed by the company in general meet-
ing ; but the non-receipt of such notice by any member shall not invalidate
the proceedings at any general meeting.
11. all business shall be deemed special that is transacted at an extraor-
dinary meeting , and all that is transacted at an ordinary meeting , with the
exception of the consideration of the accounts , the balance sheets , and the
ordinary reports of the directors.
12. no business shall be transacted at any meeting , except the declaration
of a dividend, unless a quorum of members is present at the commencement of
such business ;and such quoram shall be ascertained as follows ;that is to
say , if the members of the company at the time of the meeting do not exceed
ten in number, the quorum shall be five ; if they exceed ten, there shall be
added to the above quorum one for every five additional members up to fifty,
and one for every ten additional members after fifty , with this limitation , that
no quorum shall in any case exceed thirty .
13. if within one hour from the time appointed for the meeting a quorum
of members is not present , the meeting , if convened on the requisition of the
members, shall be dissolved : in any other case it shall be adjourned to the
same day in the following week at the same time and place ; nd if at such
adjourned meeting a quorum of members is not present , it shall be adjouned
sine die.
14. the chairman, if any , of the directors shall preside as chairman at
every general meeting of the company.
15. the there is no such chairman, or if at any meeting he is not present at
the time of holding the same , the members present shall choose some one of
their number to be chairman of such meeting .
16. the chairman may , with the consent of the meeting , adjourn any meet-
ing from time to time and from place to place , but no business shall be trans-
acted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.
17. at any general meeting , unless a poll is demanded by at least five
members, a declaration by the chairman that a resolution has been carried,
and an entry to that effect in the book of proceedings of the company ,shall
be sfficient evidence of the fact, without proof of the number or proportion
of the votes recorded in favour of or against such resolution .
18. if a poll is demanded in manner aforesaid ,the same shall be taken in
such manner as the chairman directs, and the result of such poll shall be
deemed to be the resolution of the company in general meeting .
Votes of Members.
19.every member shall have one vote by his committee or
other legall representative .
21. no member shall be entitled to vote at any meeting unless all moneys
due from him to the company have been paid.
22. votes may be given either personally or by proxy. a prowy shall be
appointed in writing under the hand of the appointor , or , if such appointor is
a corporation , under its common seal.
23. no person shall be appointed a proxy who is not a member, and the
instrument appointing him shall be deposited at the registered office of the
company not less than forty-eight hours before the time of holding the meet-
ing at which he propose to vote.
24. any instrument appointing a proxy shall be in the following form:-
company , limited.
1,A.B.,of in being a member of the
Company, Limited,hereby appoint C.D,. of
as my proxy, to vote for me and on my behalf at the ordinary [or extra-
ordinary , as the case may be ] general meeting of the company to be held
on the day of l , and at any adjournment thereof
to be held on the day of l . [or , at nay meeting
of the company that may be held in the year l .].
as witness my hand, this day of l.
signed by the said in the presence of
Directors.
25. the number of the directors, and the names of the first directors,shall
be determined by the subscribers of the Memorandum of Association .
26. until directors are appointed , the subscribers of teh Menorandum fo
Association shall , for all the purposes of the Companies Ordinance , 1865,
be deemed to be directors.
Powers of Directors.
27. the business of theh company shall be managed by the directors, who
may exercise all such powers of the company as are not hereby required to


be exercised by the company in general meeting ; but no regulation made by
the company in general meeting shall invalidate any prior act of the directors
which would have been valid if such regulation had not been made.
Election of Drectors.
28.the directors shall be elected annually by the company in general
meeting.
Business of company .
[ here insert rules as to mode in which business of insurance is to be conducted.]
Accounts .
29. the accounts of the company shall be audited by a comittee of five
members, to be called the Audit Committee.
30. the first Audit Committee shall be nominated by the direectors out of
the body of members.
31. suubsequent audit committees shall be nominated by the members at
the orbinary general meeting in each year.
32. the audit commiteee shall be supplied with a copy of the balance
sheet , and it shall be their duty to examie the same , with the accounts and
vouchers relating thereto.
33. the audit committee shall have a list delivered to them of all books
kept by the company, and they shall at all reasonable times have access to the
books and accounts of the company . they may , at the expense of the
company, employ accountants or other persons to assist them in investigating
such accounts , and they may , in relation to such accounts , examine the direc-
tors or any other officer of the company .
34. the audit commitee shall make a report to the members upon
the balance sheet and accounts , and in every such report they shall state
whether, in their opinion , the balance sheet is a full and fair balance sheet ,
containing the particulars required by these regulations of the company, and
properly drawn up, so as to exhibit a true and correct view of the state of the
company's affairs , and, in case they have called for explanations or information
from the directors ,whether such explanations or information have or has been
given by the directors,and whether they or it have or has been satisfactory;
and such report shall be read , together with the report of the directors , at the
ordinary meeting .
notices.
35. a notice may be served by the company on any member either per-
sonally or by sending it through the post in a prepaid letter addressed to such
member at his registered place of abode.
36. any notice , if served by post , shall be deemed bo have been served at
the time when the letter containing the same would be delivered in the
ordinary course of the post , and , in proving such service , it shall be sufficient
to prove that the letter containinin the notice was properly addressed and put


into the Post Office .
Winding-up .
37. the company shall be wound up voluntarily whenever an extraordin-
ary resolution , as defined by the companies ordinance , 1865, os passed , re-
quiring the company to be wound up voluntarily.
Names , Addressed, and Descriptions of Subscribers.
1.JOHN JONES of
2. JOHN SMITH of
3.THOMAS GREEN of
4. JOHN THOMPSON of
5. CALEB WHITE OF
6. ANDREW BROWN OF
7. CESAR WHITE OF
Dated the day of
Witness to the above signatures, Nos. 2 and 7 ,
A,C, of victoria.
Witness of the above signatures , Nos. 1,3, 4 , 5 , and 6,
C.D, fo Shanghai Merchant .
Form C.
MEMORANDUM AND ARTICLES OF ASSOCIATION FO A COMPANY LIMITED
BY GUARANTEE AND HAVING A CAPITAL DIVIDED INTO SHARES .
Memorandum fo Association .
1st . the name of the company is ' The Victoria Hotel Company, Limited .'
2nd . the registered office of the company will be situate in victoria .
3rd. the objects for which the company is established are the providing
hotels and conveyances for the accommodation of visitors to Hongkong and
other persons desiring such accommodation , and the doing all such other
things as are incidental or conducive to the attainment of the above objects.
4th .every member of the company undertakes to contribute to the assets
of the company , in the event of the same being wound up during the time
that he is a member or within one year afterwards , for payment of the debts
and liabilities of the company contracted before the time at which he ceases
to be a member and the costs , charges , and expenses of winding up the same ,
and for the adjustment of the rights of the contributories among themselves,
such amount as may be required , not exceeding dollars.
we , the several persons whose names and addresses are subscribed , are
desirous of being formed into a company, in pursuance of this Memorandum
of Association .
Names , Adddresses, and Descriptions of Subscribers.
1. JOHN JONES OF , Merchant .
2. JOHN SMITH OF


3. THOMAS GREEN OF
4. JOHN THOMPSON OF
5. CALEB WHITE OF
6. ANDREW BROWN OF
7. CESAR WHITE OF
Dated the day of
Witness to the above signatures, Nos. 6 and 7,
A, B, fo Victoria.
Witness to the above signatures, Nos, 1, 2, 3 , 4 ,and 5,
C.D., of Shanghai, Merchant.
Articles of Association to accompany the preceding
Memorandum of Association.
1. the capital of the company shall consist of five hundred thousand
dollars , divided into five thousand sahres of one haundred dollars each .
2 the directoras may , with the suction of the company in general meet-
ing , reduce the amount of shares .
3. the directors may , with the sanction of the company in general meeting ,
cancel any shares belonging to the company .
4. all the articles of table A in the First Schedule to the Companies
Ordinance , 1865, shall be deemed to be incorporated with these articles,
and to apply to the company .
We, the several persons whose names and addresses are subscribed, agree
to take the number of shares in the capital of the company set opposite our
repective names.
Dated the day of l

witness to the above signatures , Nos, 1 and 7,
A.B., of Victorial .
witness to the above signatures, Nos. 2, 3, 4, 5,and 6,
C.D., of Shanghai, Merchant .
FORM D.
MEMORANDUM AND ARTICLES OF ASSCIATION OF AN UNLIMITED COMPANY,
HAVING A CAPITAL DIVIDED INTO SHARES.
Memorandum of Association .
1st . the name of the company ids ' the patent stereotype company.'
2nd . the objects for which the company is estabished are the working of
a patent method of founding and casting stereotype plates, of which metod
JOHN SMITH, of London ,is the sole patentee.
we , the several persons whose names are subscribed , are desirous of being
formed into a company, in pursuance of this Memorandum of Association.
Names , addresses, and descriptions of subscribers.
1.JOHN JONES OF , Merchant.
2. JOHN SMITH OF
3. THOMAS GREEN OF
4. JOHN THOMPSON OF
5. CALEB WHITE OF
6. ANDREW BROWN OF
7. AREL BROWN OF
Dated the day of
Witness to the above signatures , Nos. 3 and 7,
A.B, of Victoria.
witness to the above signatures, Nos. 1,2, 4, 5 ,and 6,
C.D., of Shanghai, Merchant.
Articles of Association to accompany the preceding Memorandum of
association.
Capital of the Company.
the capital of the company is two thousand dollars , divided into twenty
shares of one hundred dollars eachh.
Application of table A.
all the articles of Table A in the First schedule to the Companies Ordi-

nance, 1865, shall be deemed to be incorporated with these articles , and to
apply to the company .
we , the several persons whose names and addresses are subscribed , agree
to take the number of shares in the capital of the company set opposite our
respective names.
Dated the day of , l
witness to the above signatures, Nos. 1 and 2,
A.B., of Victoria, Broker .
witness to the above signatures , Nos. 3, 4, 5, 6, and 7,
C.D., of Shanghai, Banker.
FORM E.
SUMMARY OF CAPIIJTAL and SHARES of the COMPANY,
made up to the day of l
Nominal capital $ divided into shares of $ each .
Number fo shares taken up to the day of l.
There has been called up on each share $ .
total amount of calls received $.
total amount of calls unpaid $
LAST of Persons holding shares in the Company on the
day of l , and of persons who have held shares therein
at any time during the year immediately preceding the said day of
l , showing their names and addresses, and an account of
the shares so held .

THE THIRD SCHEDULE .
RULES OF PROCEDURE.
Petition to wind up Company .
1. in the construction of these rules -
' the judge' means any Judge of the Court to whom application is made
under the companies ordinance , 1865, or these rules , or any rules added
or altered under the provisions of the said ordinance or these rules :
' the registrar ' means the registrar fo the court .
2. every petition for the winding-up of any company by te court or
subject to the supervision of the court , and all notices , affidavits , and other

proceedings under such petition , shall be entitled in the matter fo the com-
panies ordinance , 1865, and of the company to which such petition relates,
describing the company by its most usual style or firm name .
3.-(1) every such petition shall be advertised seven slear days before
the hearing , once in The Gazette and once at least in one of the Hongkong
daily newspapers.
(2) the advertisement shall state the day on which the petition was
presented and the name and address of the petitioner or petitioners and of
his or their solicitor .
4.-(1) Every such petition shall , unless presented by the company, be
served at the registered office , if any , of the company , and , if there is no re-
gistered office , then at the principal or last-known principal place of business
of the company in the colony,if any such can be found , on any member,
officer , or servant of the company there, or , in case no such member,officer,

or servant can be found there, then by being left at such registered office or
principal place of business, or by being served on such member or members
of the company as the court may direct .
(2) every petition for the winding-up of a company subject to the super-
vision of the court shall also be served on the liquidator , if any , appointed
for the purpose fo winding up the affairs of the company.
5-(1) every petition for the winding-up fo any company by the court
or subject to the supervision of the court shall be verified by an affidavit
referring thereto .
(2) the affidavit shall be made by the petitioner, or by one of the peti-
tioners , if more than one , or , in case the petition is presented by the com-
pany, by same director , secretary ,or other principal officer thereof ; and shall
be sworn after and filed within four days after the petition is presented .
(3) the affidavit shall be sufficient prima facie evidence of the statements
in the petition .
6 every contributory or creditor of the company shall be entitled to be
furnished by the solicitor to the petitioner with a copy of the petition, within
twenty-four hours after requiring the same , on paying at the rate of ten cents
per folio of seventy-two words for such copy.
order to wind up company.
7. every order for the winding-up of a company by teh court or subject
to its supervision shall , within twelve days after the date thereof ,be adver-
tised by the petitioner once in The Gazette and shall be served on such
persons , if any , and in such manner as the court may direct .
8-(1) within ten days after the date of the order to wind up , a summons
may be taken out by the petitioner to proceed with the winding-up of the
company , and , in default thereof , such summons may be taken out by any
other person interested in the winding-up , and , in case the summons is taken
out by any other than the petitioner, the julge may , if he thinks fit ,
give the carriage and prosecution of the oreder to such person.
(2) the summons shall be served on all parties who have appeared on
the hearing of the petition .
(3) on the return of the summons , a time shall, if the judge thinks fit ,
be fixed for the appointment of an official liquidator , and for the proof of
debts, and for the list fo contributories to be brought in , and directions may
be given as to the advertisements to be issued for all or any of such purposes ,
and generally as to the proceedings and the parties to attend thereon.
(4) the proceedings under the order shall be continued by adjournment ,
and , when necessary , by further summons, and any such direction as aforesaid
may be given, added to, or varied at any subsequent time, as may be found
necessary .
Official liquidator.
9. the judge may appoint a person to the office of offical liquidator

without previous advertisement or notice to any party , or fix a time and place
for the appointment of an official liquidator , and appoint any person not so
nominated .
10. when a time and place are fixed for the appointment of an official
liquidator, such time and place shall be advertised in such manner as the
judge may direct , so that the first or only advertisment shall be published
within fourteen days and not less than seven days before the date so fixed.
11. every official liquidator shall give security by entering into a re-
cognizance with two or more sufficient sureties in such sum as the judge may
approve; and the judge may, if he think fit, accept the security of any
guarantee society established by charter or Act of Parliament in England or
local Ordinance in lien of the security of such sureties as aforesaid or of any
of them .
12.-(1) the official liquidator shall be appointed by order , and , unless
he has given security , a time shall be fixed by the order within which he is
to do so .
(2) the order shall fix the times or periods at which the official liquida-
tor is to leave his accounts of his receipts with the registrar , and shall
direct that all moneys to be received shall be paid into curt or into such
bank as the court may direct , immediately after the receipt thereof ,to the
account of the official liquidator of the company .
(3) if such moneys are to be paid into a bank , an account shall be opened
there accordingly , and an office copy of the order shall be lodged at such bank.
13. when an official liquiator has given security pursuant to the direct-
ions in the order appointing him , the same shall be certified by the registrar
as in the case of a receiver appointed in a suit subject to giving security .
14. the official liquidator shall , on each occasion of passing his accounts
and also when the judge so requires , satisfy the judge that his sureties
are living and resident in the colony and have not been adjudged bankrupt
or become insolvent , and , in default thereof , he may be required to enter into
fresh security within such time as may be directed .
15. every appointment of an official liquidator shall be advertised in such
manner as the judge may direct , immediately after he has been appointed
and has given security.
16. where it is desired to appoint provisionally an official liquidator , an
application for that purpose may , at any time after the presentation of the
petition for winding up the company , be made by summons , without advertis-
ment or notice to any person, unless the judge thinds fit , be appointed with-
out security .
17. in case of the death, removal ,or resignation of an official liquidator
another shall be appointed in his room , in the same manner as directed in the
case of a first appointment , and the proceedings for that purpose may be taken
by such party interesed as may be authorized by the judge to take the same .
18. the official liquidator shall , with all convenient speed after he is ap-
pointed, proceed to make up , continue , complete , and rectify the books of
account of the company, adn shell provide and keep such books of ac-
count as may be necessary , or as the judge may direct , for the purposes
aforesaid , and for showing the debts and credits of the company, including a
ledger which shall contain the separate accounts of the contribuories and in
which every contributory shall be debited from time to time with the amount
payable by him in respect of any call to be made as provided by the com-
panies ordinance , 1865, and these rules .
19-(1) the official liquidator shall be allowed in his accounts , or
otherwise paid , such salary or remmeration as the judge may from time to
time direct , including any necessary employment of assistants or clerks by the
official liquidator, to which regard shall be had , and such salary ro remu-
neration may be fixed eitehr at the time of his appointment or at any time
thereafter , as the judge may think fit .
(2) every allowance of such salary or remmeration, unless made at the
time of his appointment or on passing an account, shall be made on applica-
tion for that purpose by the official liquidator , and on notice to such persons ,
if any , and supported by such evidence , as the judge may require ; but ,
nevertheless, the judge may from time to time allow any sum which he may
think fit to the official liquidator on account of the salary or reemuneration
to be thereafter allowed.
20. the accounts of the officaial liquidator shall be left with the Regis-
trar at the times directed by the order appointing him , and at such other
times as may from time be required by the judge, and such accounts
shall , on notice to such parties , if any , as the judge may direct , be passed
and verified in the same manner as receivers' accounts .
proof of debts.
21.for the purpose of ascertaining the debts and claims due from the
company and of requiring the creditors to come in and prove their debts or
claims , an advertisement shall be issued at such time as the judge may
direct, and such advertisement shall fix a time for the creditors to send their
names and addresses , and the particulars of their debs or claims , and the
names and addresses of their solicitors , if any ,to the official liquidator, and
appoint a day for adjudicating thereon.
22. the creditors need not attend on the adjudication or prove their debts
or claims , unless they are required to do so by notice from the official li-
quidator ; but , on such notice being given, they are to come in and prove their
debts or claims within a time to be therein specified.
23. the official liquidator shall investigate the debts and claims sent in
to him , and ascertain , so far as he is able , which of such debts and claims

are justly due from the company , and he shall make out and leave with the
Registrar a list of all the debts and claims sent in to him, distinguishing
which of the debts and claims , or parts of debts and claims , so claimed are,
in his opinion, justly due and proper to be allowed without futher evidence ,
and which of them , in his opinion , ought to be proved by creditors , and
he shall make and file , prior to the time appointed for adjudication , an
affidavit setting forth which of the debts and claim his opinion are justly
due and proper to allowed without further evidence , and stating his belief
that such debts and claims are justly due and proper to be allowed, and the
reasons for such belief .
24. -(1) at the time appointed for adjudicating on the debts and claims ,
or at any adjournment thereof , the judge may eiter allow the debts and
claims on the affidavit of the offical liquidator , or may require the same , or
any of them , to be proved by the claimants , and adjourn the adjudication
thereon to a time to be then fixed .
(2) the official liquidator shall give notice to the creditors whose debts
or claims have been so allowed of such allowance .
25. the official liquidator shall give notice to the creditors whose debts
or claims have not been allowed upon his affidavit that they are required to
come in and prove the same by a day to be therein named , being not less than
four days after such notice , and to attend at a time to be therein named ,
being the time appointed by the advertisment tor by adjounment , as the
case may be , for adjudicating on such debts and claims .
26. the value of such debts and claims as are made admissible to proof by
section 198 of the companies ordinance , 1865, shall , so far as is possibel , be
estimated according to the value thereof at the date of the order to wind up
the company.
27.-(1) interest on such debts and claims as may be allowed shall be
computed , as to such of them as carry interest , after the rate they respectively
carry.
(2) any creditor whose debt or claim so allowed does not carry interest
shall be entitled to interest , at such rate percent. per annum as may from time
to time be allowed by the court or a judge ,from the date of the order to
wind up the company , out of any assets which may remain after satisfying
the costs of the winding-up, the debts proved in a suit .
29.-(1) the result of the adjudication on debts and claims shal be stated
in a certificate to be made by the registrar, adn certificates as to any of such
debts and claims may be made from time to time .
(2) all such certificates shall state whether the debts or claims are allowed


or disallowed, and whether allowed as against any particular assets or in any
other qualified or special manner.
List of Contributories .
30.-(1) the official liquidator shall , with all convenient speed after his
appointment or at such time as the judge may direct , make out and leave
with the Registrar a list of the contributories of the company .
(2) the list shall be verified by the affidavit of the official liquidator,
and shall, so far as is practicabel , state the respective addresses of , and the
number fo shares or extent of interest to be attributed to , each such contri-
butory ,and distinguish the several classes of contributories.
(3) the list may from time to time , by leave of the judge , be varied or
added to by the official liquidator .
31
-(1) on the list of contributories being left with the Registrar, the
official liquidator shall obtain an appointment for the judge to settle the
same, and shall give notice in writing of such appointment to every person
included in the list , and stating in what chareacter and for what numbefo
shares or interes such person is included in the list .
(2) in case any variation or addition to the list is at any time made by the
official liquidator , a similar notice in writing shall be given to every person
to whom such variation or addition applies .
(3) all such notices shall be served four clear days before the day ap-
pointed to settle the list or the variation or addition .
32. the result of the settlement of the list fo contributories shall be stated
in a certificate by the registrar ,and certificates may be made from time to
time for the purpose of stating the result fo such settlement down to any
particular time ro as to any particular person, or stating any variation of the
list.
sales of property .
33.-(1) any real or personal property belonging to the company may be
sold , with the approbation fo the judge, in the same manner as in case of
a sale under a decree ro order of the court in a suit , or , if the judge so directs,
by the official liquidator .
(2) on any such sale by the official liquidator , the conditions or contracts
of sale shall be settled and approved fo by teh judge , unless he otherwise
directs , and the judge may , if he thinks fit, direct such conditions and con-
tracts, and the abstract of the title to the property , to be submitted to counsel,
and may , on any sale by public auction , fix a reserved bidding .
(3) unless , on account of the small amount of the purchase moneys or other
cause , it is , having regard to the amount of the security given by the official
liquidator, thought proper that the puchase moneys shall be paid to him , all
conditions and contracts of sale shall provide that te purchase moneys shall
be paid by the respective purchase into court or into such bank as the court
may direct to the account of the official liquidator of the company.
calls.
34-(1) every application to the judge to make any call on the contri-
butories, or any of them , for any purpose authorized by the companies ordi-
nance , 1865, shall be made by summons , stating the proposed amount of such
call.
(2) the summons shall be served four clear days at the least before the
day appointed for making the call, on every contributory proposed to be
included in the call, or , if the judge so directs ,notice of such intended call
may be given by advertisement .
35. when any order for a call has been made , a copy thereof shall be
forthwith served on each of the contributories included in the call, together
with a notice from the offical liquidator specifying the amount or balance
due from such contributory ( having regard to the provisions of the said ordi-
nance ) in respect of the call , but the order need not be advertised unless for
any special reason the judge so directs.
36.-(1) at the time of making an order for a call, the further proceedings
relating thereof , and afterwards from time to time so long as may be
necessary.
(2) at the time appointed by any such adjournment , or on a summons to
enforce payment of the call, duly served , and on proof of the service of the
order and notice of the amout due and non-payment , an order may be made
for such of the contributories who have made default, or of such of them
against whom it may be thought proper ot make such order , to pay the sum
which by such former order and notice they were respectively required to pay,
or any less sum which may appear to be due from them respectively.
payment in of moneys and deposit of securities.
37. if the official liquidator does not pay all the moneys received by him
into court or such bank as aforesaid ,to the account of the official liquidator
of the company , within seven days next after the receipt thereof , unless the
judge has otherwise directed, the official liquidator shall be charged in his
account with five dollars for every five hundred jollars, and a proportionate
sum for any larger amount , which the same has been so retained , and the
judge may, for any such retention , disallow the salary or remuneration of
the official liquidator .
38. all bills , notes , and other securities payable to the company or to the
official liquidator thereof shall , as soon as they come to the hands of the
official liquidator , be deposited by him in court or such bank as the court
may direct for the purpose of being presented by the registrar or by the bank,
as the case may be ,for acceptance and payment or for payment only , as the
case may be .
39. all orders for payment of calls , balances , or other moneys due from any
contributory or other person shall direct the same to be paid into court or such
bank as the court may direct , to the account of the official liquidator of the
company , unless, on account off the smallness of the amount or other cause, it
is ,having regard to the amount of the security given by the official liquidator ,
thought proper to direct paymnt thereof to the official liquidator : Providde
that where any such order has been made directing payment of a specific sum
into court or some bank, in case it is thought proper for the purpose of
enabling the official liquidator to issue execution or take other proceedings
to enforce the payment thereof, or for any other reason , an other may , either
before service of such former order or after the time thereby fixed for pay-
ment , be made, without notice , for payment of the same sum to the offical
liquidator.
40. at the time of the service of any order for payment into court or such
bank as aforesaid , the official liquidator shall give to the party served a
notice , for the purpose of informing him how the payment is to be made ; and
before the time fixed for such payment the official liquidator shall furnish
the Registrar or the cashier of such bank as aforesaid with a certificate of pay-
ment to be signed by the Registrar or cashier and delivered to the party paying
in the mpney therein mentioned .
41. for the purpose fo enforcing any order for payment of money into
court or into a bank an affidavit of non-payment by the official liquidator
shall be sufficient evidence of the non-payment thereof .
42. all moneys ,bills , notes , and other securities paid and delivered into
court or into a bank shall be placed to the credit of the account of the official
liquidator of the company; and orders for any such payment and delivery
shall direct the same accordingly.
Delivery out of securities and payment out andd investment of moneys .
43. -(1) all bills , notes ,and other securities delivered into court or to
any such bank as aforesaid shall be delivered out on a request signed by the
official liquidator and countersigned by the Registrar .
(2) moneys placed to the account of the official liquidator shall be paid
on cheques or orders signed by the official liquidator and countersigned by
the registrar .
44.-(1) all or any part of the money for the time being standing to the
credit of the account of the official liquidator in court or any such bank
as aforesaid , and not immediately required for the purposes of the winding-up,
may be invested as the court may direct in the name of the official liquida-
(2) all such investments shall be made on a request signed by the official
liquidator and countersigned by the registrar , and such request shall be a
sufficient authority for debting the account with the purchase money , and
the securities , share-certificates , or other documents representing such invest-
ments shall be retained by or deposited with the registrar or such bank as
aforesaid in the name and on behalf of teh official liquidator .
(3) nosuch investment shal afterwards be sold or transferred or otherwise
dealt with except on a direction for that purpose signed by the official li-
quidator and countersigned by the registrar or under an order made by the
judge.
45. all dividends and interest to accrue due on any such investments shall
from time to time be received by the registrar or by such bank as aforesaid,
under a power of attorney to be executed by the official liquidator , and placed
to the credit of the account of the official liquidator .
Meetings of Creditors or Contributories.
46.when the Judge directs a meeting of the creditors or contributories of
the company to be summoned under section 139 or section 186 of the compa-
nies ordinance, 1865, the official liquidator shall give notice in writing,
seven clear days before the day appointed for such meeting, to every creditor
or contributory of the time and day appointed such meeting , and of the
matter on which the judge desires to ascertain the wishes of the creditors or
contributories ; or , if the judge so directs, such notice may be given by
advertisement, in which case the object of the meeting need not be stated,
and it shall not be necessary to insert such advertisment in The Gazette.
47. the votes of the creditors or contributories of the company at any
meeting summoned by the direction of the judge may be given either person-
ally or by proxy; but no creditor shall appoint a proxy who is not a creditor
of the company whose debt or claim has been allowed , and no contributory
shall appoint a proxy who is not a contributory of the company.
48. the direction of the judge for any meeting of creditors or contribu-
tories under section 139 or section 186 of the companies ordinance,1865,
and the appointment of a person to act as chairman of any such meeting ,
shall be testified by a memorandum signed by the Registrar.
Direction or Sanction of the Judge.
49. the sauction of the judge to the drawing, accepting , making , and
indorsing of any bill of exchange or promissory note by the official liquidator
shall be testified by a memorandum on such bill of exchange or promissory
note signed by the Registrar.
50-(1) every application for the sauction of the judge to a compromise
with any contributory or other person indebted to the company shall be
supported by the affidavit of the official liquidator that he has investigated
the affairs of such contributory or person, and stating his belief that the
proposed compromise will be beneficial to the company , and his reasons for
such belief.
(2) the sauction of the judge thereto shall be testified by a memorandum,
signed by the Registrar , on the agreement of compromise , unless any party
desires to appeal from the decision of the judge, in which case an order shall



be drawn up for that purpose.
51. the direction or sauntion of the judge for any other proceeding or act
to be taken or done by the official liquidator shall be obtained on summons,
and an order shall be drawn up thereon, unless the judge otherwise directs.
Applications under certain provisions of the companies ordinance , 1865.
52. every application under any of sections 174,175,and 178 of the
company ordinance, 1865, shall be made by petition or motion, or , if the
judge so directs , by summons at Chambers ; and every application under
section 207 of the said ordinance shall be made by petition .
Orders .
53. all orders made in Chambers shall be drawn up in Chambers , unless
specially directed to be drawn up by the Registrar , and shall be entered in the
same manner as others made in Chambers .
Advertisements .
54.-(1) when an advertisement is required for any purpose , except where
otherwise directed by these Rules , the advertisement shall be inserted once in
The Gazette, and in such cases as be may think fit, dispense with any
advertisement required by these Rules.
Admission of Documents.
55.-(1) any party to any proceeding in court or in Chambers relating
to the winding-up of a company may , by notice in writing , call on any other
party thereto competent to admit the same to admit any document, saving all
just exceptions.
(2) in case of refusal or neglect so to admit , the costs of proving such
document shall be paid by the party so refusing or neglecting , unless the judge
is of opinion that the refusal to admit was reasonable .
(3) no costs of proving any document shall be allowed unless such notice
has been given , except in cases where the omission to give such notice has
been, in the opinion of the Registrar on taxation , a saving of expense.
Affidavits.
56.-(1) where an order has been made for the winding-up of any com-
pany , any person intending to use any affidavit in any proceeding under such
order shall file the same with the Registrar and give notice thereof to the
official liquidator.
(2) the person, other than the official liquidator , filing the affidavit shall
not be required to take an office copy thereof , but an office copy thereof
shall be taken by teh official liquidator , and he shall produce the same at
the hearing of any application or proceeding on which it is intended to be
used , unless the judge otherwise directs.
Affidavits .
56.-(1) where an order has been made for the winding-up of any com-
pany , any person intending by the party so refusing or neglecting , unless
Certificate of Registrar.
57.the certificate of the Registrar shall be in such form as he may deem
necessary, and , when prepared and settled , shall be transcribed in such form
and within such time as the Registrar may require, and shall be signed by
the Registrar, either then or , if necessary , at an adjournment to be made for
that purpose .
58. any party may , before the proceedings before the Registrar are con-
cluded , take the opinion of the judge on any matter arising in the course of
the proceedings , without any fresh summons for that purpose .
59. every certificate with the accounts , if any ,to be filed therewith shall be
filed by the Registrar, and shall thenceforth be binding on all the parties to
the proceedings , unless discharged or varied on application by summons to be
made before the expiration of eight clear days after the filing of the certificate.
60.the judge may , if the special circumstances of the case require it , on
an application by motion or summons for the purpose, direct a certificate to
be discharged or varied at any time after the same has become binding on the
parties.
Register and file of proceedings .
61. Notes shall be kept of all proceedings in Chambers by the Judge's
clerk with proper dates , so that all the proceedings in each matter may appear
consecutively and in chronological order , with a short statement of the ques-
tions or points decided or ruled at every hearing , and no document or proceed-
ings is or are to be filed with Registrar , unless the Judge otherwise
directs.
62.-(1) all orders , exhibits , admissions , memorandums , and office copies
of affidavits, examinations , depositions, and certificates , and all other docu-
ments relating to the winding-up of any company , shall be filed by the official
liquidator, as far as may be , in one continuous file , and such file shall be kept
by him or otherwise , as the judge may from time to time direct .
(2) every contributory of the company, and every creditor thereof whose
debt or claim has been allowed , shall be entitled, at all reasonable times, to
inspect the file free of charge, and , at his own expense , to take copies or
extracts from any of the documents comprised therein , or to be furnished with
such copies or extracts at a rate not exceeding five cents per folio of seventy-
two words.
(3) the file shall be produred in court or before the judge , and otherwise
as occasion may require.
Provisional official liquidator .
63. all the above rules relating to an official liquidator shall, so far as
the same are applicable and subject to the directions of the Judge in each case ,
apply to a provisional official liquidator.
attendance and appearance of parties.
64. every person for the time being on the list of contributories of the
company left with the Registrar by the official liquidator, and every person
having a debt or claim against the company allowed by the judge, shall be at
liberty, at his own expense , to attend the proceedings before the judge, and
shall be entitled , on payment of the costs occasioned thereby, to have notice
of all such proceedings as he may , by written request , desire to have notice
of ; but if the judge is of opinion that the attendance of any such person on
any proceeding has occasioned any additional costs which ought not to be
borne by the funds of the company ,he may direct such costs, or a gross sum
in lien thereof , to be paid by such person; and such person shall not be
entitled to attend any further proceedings until he has paid the same .
65.-(1) the judge may from time to time appoint any one or more of the
contributories or creditors , as he thinks fit, to represent before him , at the
expense of the company , all or any of the contributories or creditors, on
any question as to a compromise with any of the contributes or creditors,
or in and about other proceedings before him relating to the winding-up
of the company , and may remove the person or persons so appointed.
(2) in case more persons than one are so appointed , they shall unite in
employing the same solicitor to represent them .
66. No contributory or creditor shall be entitled to attend any proceedings
at the Chambers of the judge unless and until he or his duly constituted
attorney has entered , in a book to be kept by the Registrar for that purpose ,
his name and address , and the name and address of his solicitor, if any , and , on
any change of his address or of the address of his solicitor , his new address
and the name and address of his new solicitor .
Service of summonses , notices , ets.
67.-(1) service on contributories and creditors shall be effected (except
when personal sevice is require ) by delivering the notice , or a copy of the
summons or order or other proceeding at or by sending the same through the
post in a pre-paid letter addressed to the solicitor of the party to be served ,
if any , or otherwise to the party himself at the address entered or last entered
pursuant to the last preceding Rule ; or, if no such entry has been made, then ,
if a contributory , at or to his last known address or place of abode ; and if a
creditor, at or to the address given by him, pursuant to Rule 21.
(2)the delivery and the time of the delivery of such notice , or copy , sum-
mous, order, or other proceeding may be proved by the affidavit of the party
delivering the same , and if such notice or copy , summons , order , or other pro-
ceeding is sent through the post as aforesaid , it shall be considered as served
at the time when the same ought to be delivered in the due course of deli-
very by the Post Office , and notwithstanding the same may be returned by
the Post Office.
68.no service under these Rules shall be deemed invalid by reason that



the Christian name or name other than the surname or any of the Christian
names or other names aforesaid of the person on whom service is sought to
be made has been omitted or designated by initial letters in the list of
contributories , or in the summons ,order , notice , or other document wherein
the name of such contributory or creditor is contained ,provided the judge is
satisfied that such service is in other respects sufficient.
Termination of Winding -up.
69.-(1) on the termination of the proceedings in chambers for the
winding-up of any company, a balance-sheet shall be brought in by the
official liquidator of his recipts and payments, and verified by his affidavit;
and the official liquidator shall pass his final account , and the balance , if
any , due thereon shall be certified .
(2) on payment of such balance in such manner as the court or judge
may direct, the recognizance entered into by the official liquidator and his
sureties may be vacuted .
70.-(1) when the offical liquidator has passed his final account , and
the balance, if any , cerified to be due thereon has been paid in such manner
as the court or judge may have directed , a certificate shall be made by the
Registrar that the affairs of the company be dissolved from the date of
such order.
71. when the proceedings for winding up any company have been com-
pleted, the file of proceedings and the book containing the official liquidator's
account shall be deposited with the Registrar .
Solicitor of offical liquidator.
72.the solicitor of the official liquidator shall conduct all such proceed-
ings as are ordinarily conducted by solicitors of the court or court or chambers
the official liquidator need not attend in person , except in cases where his
presence is necessary in addition to that of his solicitor or the judge directs
him to attend .
Petition to reduce Capital.
73. every petition for an order confirming a special resolution for reducing
the capital of a company , and all notices , affidavits , and other proceedings
under such petition , shall be entitled in the matter of the companies ordi-
nance,1865, and of the company in question .
74. no petition mentioned in thelast preceding Rule shall be placed in the
hearing list until after the expiration of eight clear days from the filing of
such certificate as is mentioned in Rule 85.
75.when any such petition has been presented, application, application may be made ex parte, by summons in chambers, to the judge for directions as to the
proceedings to be taken for settling the list of creditors entitled to object to
the proposed reduction, and the judge may thereupon fix the date with
reference to which the list of such creditors is to be made out , pursuant to
section 62 of the companies ordinance , 1865, and may , either at the same
time or afterward ,as he may think fit , give such directions as are mentioned
in Rules 76 and 77.
76. notice of the presentation of the petition shall be published at such
times and in such newspapers as the judge may direct, so that the first
insertion of such notice is made not less than one calendar month before the
day of the date fixed as mentioned in Rule 75.
77. the company shall , within such time as the judge may direct , file
with the Registraran affidavit made by some officer or officers of the company
competent to make the same, verifying a list containing the names and ad-
dresses of the creditors of the company at the date fixed as mentioned in
Rule 75 and the amouts due to them respectively.
78. the person making such affidavit shall state therein his belief that
the list is correct, and that there was not , at the date so fixed as aforesaid,
any debt or claim which, if that date were the commencement of the winding-
up of the company, would be admissible in proof against the company, except
the debts set forth in the list, and shall state his means of knowledge of the
matters deposed to in such affidavit.
79. copies of the list containing the names and addresses of the creditors
and the total amount due to them, but omitting the amounts due to them
respectively, or , as , the judge may think fit , complete copies of the list , shall
be kept at the registered office of the company and aat the office of its solici-
tors and agents , if any , in the Colony ; and any person desirous of inspecting
the same may, at any time during the ordinary hours of business, inspect and
take extracts from the same on payment of the sum of fifty cents.
80-(1) the company shall, with seven days after the filing of the
affidavit or such further time as the judge may allow, send to each creditor
whose name is entered in the list a notice stating the amount of the
proposed reduction of capital, the amount of the debt for which such creditor
is entered in the list , and the time ( such time to be fixed by the judge )
within which , if he claims to be a creditor for a larger amount , he must send
in his name and address, the particulars of his debt or claim, and the name
and address fo his solicitor , if any , to the solicitor of the company .
(2) such notice may be delivered by band or sent through the post in a
prepaid letter addressed to each creditors shall, after the filing of the affida-
vit mentioned in Rule 77, be published at such times and in such newspapers
as the judge may direct. (2) the notice shall state the amount of the proposed reduction of capital,
the place where the aforesaid list of creditors may be inspected , and the time
within which creditors of the company who are not entered on the list, and
are desirous of bing entered therein, must send in their names and ad-
dresses, the particulars of their debts or claims , and the names and addresses
of their solicitors , if any , to the solicitor of the company.
82. the company shall , within such time as the judge may direct , file
with the Registrar an affidavit made by the person to whom the particulars of
debts or claims are, by such notices as are mentioned in Rules 80 and 81 ,
required to be sent in stating the result of such notices repectively , and
verifying a list containing the names and addresses of the persons , if any ,
who have sent in the particulars of their debts or claims in pursuance of such
notices respectively and the amounts of such debts or claims , and some com-
petent officer or officers of the company shall join in such affidavit, and shall
in such list distinguis which , if any , of such debts and claims aare wholly, or
as to any and what part thereof , aadmitted by the company, and which , if any ,
of such debts and claims are wholly, of as to any and what part thereof,
disputed by the company.
83. if any debt or claim, the particulars of which areso sent in, is not
admitted by the company at its full amount, then and in every such case ,
unless the company is willing to set apart and appropriate in such manner as
the judge may direct the full amount of such debt or claim, the company shall,
if the judge thinks fit so to direct, send to the creditor a notice that he is
required to come in and prove such debt or claim , or such part thereof as is
not admitted by the company , by a day to be therein named , being not less
than four clear days afther such notice and being the time appointed by the
judge fr adjudicating on such debts and claims, and such notice shall be sent
in the manner mentioned in Rule 80.
84. such creditora as come in to prove their debts or claims in prusuance
of any such notice as is mentioned in the last preceding Rule shall be allowed
their costs of proof against the company, and be answerable for costs, in the
same manner as in the case of persons coming in to prove debts under a judg-
ment or decree in a suit .
85. the result of the settlement of the list of creditors shall be stated in a
certificate by the Registrar , and such certificate shalll state what debts or
claims , if any , have4 been disallowed , and shall distinguish the debts or claims
the full amount of which the company is willing to set apart and appropriate,
the debts or claims , if any , the amount of which has beeen fixed by inquiry
and adjudication in manner provided by section 63 of the companies ordi-
nance, 1865, and the debts or claims , if ay , the full amount of which is not
admitted by the company, nor such as the company is willing to set apart
and appropriate ,and the amount of which has not been fixed by inquiry and
adjudication as aforesaid , and shall show which of ht ecreditors have consent-
ed in writing to the proposed reduction, the total amount of the debts due to


them, the total amount of the debts or claims the payment of which has been
secured in manner provided by the said section 63, and the persons to or by
whom the same are due or claimed ; but it shall not be necessary to show in
such certificate the several amounts of the debts or claims of any persons
who have consented in writing to the proposed reduction or the payment of
whose debts or claims has been secured as aforesaid .
86. after the expiration of eight clear days from the filing of such last-
mentioned certificated , the petition may be placed in the hearing list , or a note
from the Registrar to the judge's clerk stating that the certificate has been
filed and become binding .
87. before the hearing of the petition , notices stating the day on which
the same is appointed to be heard shall be published at suhc times and in
such newspapers as the judge may direct.
88. any creditor settled on the said list whose debt or claim has not ,
before the hearing of the petition , been discharged or determined , or been
secured in manne provided by section 63 of the companies ordinance , 1865,
and who has not , before the hearing , signed a consent to the proposed reduc-
tion of capital , may , if he thinks fit , on giving two clear days' notice to the
solicitor of the company of his intention to do so , appear at the hearing of
the petition and oppose the applicatioln .
89. where a creditor who appears at the hearing under the last proceding
Rule is creditor the full amount of whose debt or claim has not been inquired
into and adjudicated on under section 63 of the companies ordinance , 1865,
the cost sof and occaioned by his appearance shall be dealt with as to the
court may seem just; but in all other cases a creditor appearing under the
last preceding Rule shall be entitled to the costs of such appearance , unless
the court is of opinion that , in the circumstances of the particular case , his
costs ought not be allowed.
90. when the petition comes on to be heard, the court may , if it thinks
fit, give such directions as may seem proper with reference to the securing in
manner mentioned in section 63 of the companies ordinance , 1865, the pay-
ment of the debts or claims of any creditors who do not consent to the pro-
posed reduction ; and the further hearing of the petition may , if the court
thinks fit , be adjourned for the purpose of allowing any steps to be taken with
reference to the securing in manner aforesaid the payment of such debts or
cllaims .
91. where the court makes an order confirming a reduction , such order
shall give directions in what manner , in what newspapers , and at what times
notice of the registration of the order and such minute as is mentioned in
section 64 of the companies ordinance , 1865, is to be publishedl; and shall
fix the date untii which the words and reduced are to be deemed part of the
name of the companu as mentioned in section 60 of the ordinance .


Forms .
92.the forms in use in England as prescribed by the General Orders of
November, 1862, and March , 1868, in relatiion to joint stock companies or any
subsequent orders or rules of court in England may , so far as the circumstances
of each case may require, be used for the purposes of the companies ordi-
nance , 1865, and of these Rules .
Fees .
93. solicitors shall be entitled to charge and be allowed the fees set forth
and referred to in the First Schedule to these Rules , unless the court or judge
otherwise specially directs .
94. hte fees of court set forth and referred to in the Second Schedule to
these Rules shall be paid in relation to proceedings in the court under the
companies ordinance , 1865, and shall be collected by means of stamps.
Taxation of Costs .
95. where an order is made in court or in chambers for payment of any
costs, the order shall direct the taxation thereof by the Registrar, except on
interlocutory applications in cause where the court deems it proper to direct
or award a gross sum in lien of taxed costs to be paid by any party to any
other party .
Powers of the court and judge .
96. the court and a judge sitting in chambers shall have power to enlarge
or abridge the time in these Rules prescribed for doing any act or taking any
proceeding, to adjourn or review any proceeding , and to give any direction as
to the course of proceeding , and in particular such power shall be had and
exercised when any creditor, contributory , or other person or to whom any
petition , summons , notice ,or other document is required to be served , sent ,
delivered , or given , or by whom any act is required to be done , is not resident
or has no known representative or attorney within the colony.
General provisions .
97. the general practice of the court , including the course of proceeding
and practice of the judges' chambers , shall , in cases not provided for by the
companies ordinance , 1865 ,or these Rules , and so far as the same are ap-
plicable , and not inconsistent with the said ordinances or these Rules, apply
to all proceedings for winding up a company .
98.-(1) notwithstanding anything in the code of civil procedure for the
time being in force ot hte contrary , the time for appealing to the full court
as thereby defined from any order or decision of any judge sitting alone ,
either in court or chambers , in the matter of the winding-up of a company
under the provisions of the companis ordinance , 1865, ro any ordinance
amending the same , and of these Rules shall , except by special leave of the
court or judge , be limited to twenty-one days , (2) such period shall be calculated, in the case of an appeal from an order
in chambers, from the time when such order or decision was pronouced or
when the appellant first had notice thereof, and in all other cases from the
time at which the judgment or order is signed, entered, or otherwis perfected
or, in the case of the refusal of an application, from the date of such refusal.
SCHEDULES.
THE FIRST SCHEDULES.
FEES AND CHANGES TO BE ALLOWED TO SOLICITORS.
$ c.
1. for preparing and drawing up every order made at chambers and attending
at the registrar's office to get the same entered 3.00
2. for engrossing every order, in addition to the above, per folio .10
3. for other duties performed, according to any scale of fees and charges or the
practice fo the supreme court for the time being in force.
THE SECOND SCHEDULE
COURT FEES.
In judge's chamers. $ c.
1. for every summons .75
2. for every order drawn up by the judge's clerk 1.50
3. for every advertisement 5.00
4. for every oath, affirmation, declaration, or attestation upon honour .50
by the registrar.
6.for every order made in court 5.00
7. do. do . in chambers 1.50
8. for every office copy of an order 1.50
9. upon the presentation of every petition 5.00
by the registrar as taxing master.
10. for every summons, but not more than one summons is to be issued on one
bill or set of bills, unless the registrar thinks it necessary to issue a fresh
summons .75
11. on signing every report and certificate 2.50
13. upon every additional $100 or fractional part thereof 2.50
14. for every oath, affirmation, declaration, or attestation upon honour .50
A.D. 1865. Ordinance No. 1 of 1865, with Ordinances No. 2 of 1866, No. 1 of 1877, No. 3 of 1883, No. 30 of 1886, No. 25 of 1890, and No. 38 of 1899 incorporated. See also Ordinances No. 1 of 1866 and No. 5 of 1891. Short title. Interpretation of terms. Definition of insurance company. 25 & 26 Vict. C. 89 s. 3. Prohibition of partnerships exceeding certain number. Ib. s. 4. Arrangement of the ordinance. Ib. s. 5. Mode of forming incorporated company. Ib. s. 6. Mode of limiting liability of members. Ib. s. 7. Memorandum of association of company limited by shares. 25 & 26 Vict. C. 89 s. 8. Memorandum of association of company limited by guarantee. Ib. s. 9. Memorandum of association of unlimited company. Ib. s. 10. Signature and effect of memorandum of association. 25 & 26 Vict. C. 89 s. 11. Restriction of power to alter memorandum of association. Ib. s. 12. Power for company to change name. Ib. s. 13. Power for company to alter objects or form of constitution, subject to confirmation by the Court. 53 & 54 Vict. c. 62, s. 1. Registration of order of confirmation, together with memorandum as altered or substituted memorandum and articles, and consequences thereof. 53 & 54 Vict. C. 62 s. 2. Definition of deed of settlement. Ib. Regulations to be prescribed by articles of association. 25 & 26 Vict. C. 89 s. 14. First Schedule: Table A. Application of Table A in First Schedule in certain cases. 25 & 26 Vict. C. 89 s. 15. Signature and effect of articles. Ib. s. 16. Power for company to alter articles of association by special resolution. Ib. s. 50. Registration of memorandum and articles, and fees therefor. 25 & 26 Vict. C. 89 s. 17. First Schedule: Table B. First Schedule: Table C. Effect of registration. Ib. s. 18. Copies of memorandum and articles to be furnished to members. Ib. s. 19. Prohibition of identity of names of companies. 25 & 26 Vict. C. 89 s. 20. Special provisions as to incorporation of associations formed for purposes not of gain. 30 & 31 Vict. C. 131 s. 23. Nature of interest of member in company. 25 & 26 Vict. C. 89 s. 22. Definition of member. Ib. s. 23. Transfer of interest of deceased member by personal representative. Ib. s. 24. Keeping of register of members. Ib. s. 25. Annual list of members and summary. 25 & 26 Vict. C. 89 s. 26. Penalty on company with shares not forwarding list of shares or summary. Ib. s. 27. Giving of notice of consolidation or of conversion of capital into stock. Ib. s. 28. Effect of conversion of shares into stock. Ib. s. 29. Power to divide shares into shares of smaller amount. 30 & 31 Vict. C. 131 s. 21. Special resolution to be embodied in memorandum of association. Ib. s. 22. Prohibition of entry of trust on register. 25 & 26 Vict. C. 89 s. 30. Register of transfer at request of transferor. 30 & 31 Vict. c. 131 s. 26. Certificate of shares or stock. 25 & 26 Vict. c. 89 s. 31. Inspection of register. Ib. s. 32. Power to close register. 25 & 26 Vict. C. 89. S. 33. Notice of increase of capital and of members to be given to Registrar. Ibs. S. 34. Power of the Court to rectify register. Ib. s. 35. Notice to Registrar of rectification of register. 25 & 26 Vict. C. 89 s. 36. Register to be evidence. Ib. s. 37. Power to issue share warrant to bearer. 30 & 31 Vict. C. 131 s. 27. Effect of share warrant. Ib. s. 28. Re-registration of bearer of share warrant in register. Ib. s. 29. Position of bearer of share warrant as regards membership of company, 30 & 31 Vict. C. 131 s. 30. Entry to be made in register on issue of share warrant. Ib. s. 31. Particulars to be contained in annual summary in respect of share warrants. Ib. s. 32. Stamp duty on share warrant. Ib. s. 33. Forgery of share warrant, etc. Ib. s. 34. Personation of owner of share, etc. 30 & 31 Vict. C. 131 s. 35. Engraving share warrant, etc., without authority. Ib. s. 36. Power of company to arrange for different amounts being paid on shares. 30 7 31 Vict. C. 131 s. 24. Manner in which shares are to be issued and held. Ib. s. 25. Power of the Court to grant relief for non-compliance with s. 56. 61 & 62 Vict. C. 26 ss. 1, 2. Liability of present and past members of company. 25 & 26 Vict. C. 89 s. 38. See also s. 81 post. Power to company to reduce capital. 30 & 31 Vict. C. 131 s. 9. See also s. 69 post. Addition to name of company of words ''and reduced.' Ib. s. 10; 40 7 41 Vict. C. 26 s. 4 in part. Application to the Court for the confirming order. 30 & 31 Vict. C. 131 s. 11. Objections by creditors, and settlement of list of objecting creditors. Ib. s. 13; 40 & 41 Vict. C. 26 s. 4 in part. Power to dispense with consent of creditor, on certain conditions. 30 & 31 Vict. C. 131 s. 14. Registration of order and minute of reduction. 30 7 31 Vict. C. 131 s. 15; 40 & 41 Vict. C. 26 s. 4 in part. Minute to form part of memorandum of association. 30 & 31 Vict. C. 131 s. 16. Saving of rights of creditors who are ignorant of proceedings. Ib. s. 17. Embodiment of minute in memorandum of association. 30 & 31 Vict. C. 131 s. 18. Punishment for concealment of name of creditor, etc. Ib. s. 19. Extension of power to reduce capital. 40 & 41 Vict. C. 26 s. 3. Publication of reasons for reduction. Ib. s. 4. Power to reduce capital by cancelling unissued shares. 40 & 41 Vict. C. 26 s. 5. Reserve liability of limited company. Ib. Application of provisions relating to registration to company re-registering. 42 & 43 Vict. C. 76 s. 9. Privileges of re-registration available notwithstanding constitution of company. Ib. s. 10. Power to return accumulated profits to shareholders in reduction of paid-up capital. 43 Vict. c. 19 ss. 3, 4. Power to shareholder to require company to retain moneys paid upon shares held by him. Ib. s. 5. Information to be given by company as to profits retained and profits returned. 43 Vict. C. 19 s. 6. Power for limited company to have directors with unlimited liability. 30 & 31 Vict. C. 131 s. 4. Liability of director, past and present, where liability is unlimited. Ib. s. 5. Right of set-off of director with unlimited liability. 30 & 31 Vict. C. 131 s. 6. Notice to be given to director on electron that his liability will be unlimited. Ib. s. 7. Power for existing company, by special resolution, to make liability of directors unlimited. Ib. s. 8. Registed office of company. 25 & 26 Vict. C. 89 s. 39. Notice of situation of registered office. Ib. s. 40. Publication of name by limited company. Ib. s. 41. Penalties for non-publication of name. Ib. s. 42. General meeting of company. 25 & 26 Vict. C. 89, s. 49. First general meeting of company. 30 & 31 Vict. C. 131 s. 39. Provisions as to votes and meetings. 25 & 26 Vict. C. 89 s. 52. Definition of special resolution. Ib. s. 51. Registration of special resolutions. 25 & 26 Vict. C. 89 s. 53. Copies of special resolutions. Ib. s. 54. Minutes of proceedings of meetings and of directors. 25 & 26 Vict. C. 89 s. 67. Validity of acts of directors, etc. Ib. Form of contracts. 30 & 31 Vict. C. 131 s. 37. Bills of exchange and promissory notes. 25 & 26 Vict. C. 89 s. 47. Prohibition again carrying on business with less than seven members. Ib. s. 48. Execution of deeds abroad. Ib. s. 55. Disclosure of contracts by prospectus. 30 & 31 Vict. C. 131 s. 38. Keeping of register of mortgages affecting property of company. 25 & 26 Vict. c. 89 s. 43. Statement to be periodically made and posted up by certain companies. 25 & 26 Vict. C. 89 s. 44. First Schedule : Form D. Keeping of register of directors. Ib. ss. 45, 46. Examination of affairs of company inspectors appointed by Governor. 25 & 26 Vict. C. 89 s. 56. Evidence in support of application for examination. Ib. s. 57. Inspection of books. Ib. s. 58. Mode of dealing with result of examination. Ib. s. 59. Examination of affairs of company by inspectors appointed by company. 25 & 26 Vict. C. 89 s. 60. Report of inspectors to be evidence. Ib. s. 61. Service of document on company. Ib. s. 62. Rules as to service by post. Ib. s. 63. Authentication of document by company. Ib. s. 64. Recovery of penalties. Ib. s. 65. See Ordinance No. 3 of 1890. Application of penalties. 25 & 26 Vict. C. 89 s. 66. Security for costs by plaintiff company. Ib. s. 69. Claim in action by company against member. Ib. s. 70. Use of forms. Second Schedule. Ib. s. 71. Power to alter tables and forms in Schedules. Ib. Arbitration between companies and others. Ib. s. 72. 22 & 23 Vict. c. 59. Application of provisions of Imperial Act. 25 & 26 Vict. C. 89 s. 73. Meaning of contributory. Ib. s. 74. Nature of liability of contributory Ib. s. 75. Contributories in case of death of mem- ber. 25 & 26 Vict. C. 89 s. 76. Contributories in case of bankruptcy of member. Ib. s. 77. Provision as to case of married woman. Ib. s. 78. Circumstances in which company may be wound up by the Court. Ib. s. 79. Cases in which company is deemed unable to pay its debts. Ib. s. 80. Mode of making application for winding-up. 25 & 26 Vict. C. 89 s. 82. 30 & 31 Vict. C. 131 s. 40. Effect of winding-up order. 25 & 26 Vict. C. 89 s. 82. Power of Chief Justice. Ib. s. 83. Commencement of winding-up by the Court. Ib. s. 84. Power to restrain proceedings. against company and to appoint provisional official liquidator. 25 & 26 Vict. C. 89 s. 85. Powers of the Court on hearing petition. Ib. s. 86. Stay of actions, etc., on winding-up order. Ib. s. 87. Copy of order to be forwarded to Registrar. Ib. s. 88. Power of the Court to stay proceedings for winding-up. Ib. s. 89. Effect of order on share capital of company limited guarantee. Ib. s. 90. The Court may have regard to wishes of creditors or contributories. Ib. s. 91. Appointment of official liquidator or official liquidators. 25 & 26 Vict. C. 89 s. 92. Resignation, removal, and remuneration of official liquidator. Ib. s. 93. Style and duties of official liquidator. Ib. s. 94. Powers of official liquidator. Ib. s. 95. Discretion of official liquidator. 25 & 26 Vict. C. 89 s. 96. Appointment of solicitor to official liquidator. Ib. s. 97. Settlement of list of contributories and application of assets. 25 & 26 Vict. C. 89 s. 98. Provision as to representative contributories. Ib. s. 99. Power to require delivery of property. Ib. s. 100. Power to order payment of debts by contributory. Ib. s. 101. Power to make calls on contribu- tories. 25 & 26 Vict. C. 89 s. 102. Power to order payment into bank. Ib. s. 103. Regulation of bank account. Ib. s. 104. Case of representative of deceased contributory not paying moneys ordered. Ib. s. 105. Conclusive effect of order on contributory. Ib. s. 106. Power to exclude creditors not proving in time. Ib. s. 107. Adjusting of rights of contributories, etc. 25 & 26 Vict. C. 89 s. 109. Power to order costs. Ib. s. 110. Order for dissolution of company. Ib. s.. 111-113. Petition for winding-up to be lis pendens. Ib. s. 114. No. 1 of 1844. Power to summon persons suspected of having property of company, etc. Ib. s. 115. Mode of examination of persons before the Court. 25 & 26 Vict. C. 89, s. 117. Arrest of absconding contributory. Ib. s. 118. Powers of the Court cumulative. Ib. s. 119. Power to enforce orders. Ib. s. 120. Manner of swearing affidavits, etc. Ib. s. 128. Circumstances in which company may be wound up voluntarily. 25 & 26 Vict. C. 89 s. 129. Commencement of voluntary winding-up. Ib. s. 130. Effect of voluntary winding-up on status of company. Ib. s. 131. Notice of resolution to wind up voluntarily. Ib. s. 132. Consequences of voluntary winding-up. Ib. s. 133. Effect of winding-up on share capital of company limited by guarantee. 25 & 26 Vict. C. 89 s. 134. Delegation of authority to appoint liquidators. 25 & 26 Vict. C. 89 s. 135. Arrangement when binding on company and creditors. Ib. s. 136. Right of creditor or contributory to appeal. Ib. s. 137. Power to apply to the Court. Ib. s. 138. Power of liquidators to call general meetings. Ib. s. 139. Power to fill up vacancy among liquidators. 25 & 26 Vict. C. 89 s. 140. Power of the Court to appoint or remove liquidators. Ib. s. 141. Making up of account by liquidators on conclusion of winding-up. Ib. s. 142. Duty of liquidators to report meeting to Registrar. Ib. s. 143. Costs of voluntary winding-up. Ib. s. 144. Saving of rights of creditors. Ib. s. 145. Power of the Court to adopt proceedings of voluntary winding-up. 25 & 26 Vict. C. 89 s. 146. Power of the Court to order winding-up subject to supervision. Ib. s. 147. Effect of petition for winding-up subject to supervision. Ib. s. 148. The Court may have regard to wishes of creditors and contributories. Ib. s. 149. Power for the Court to appoint or remove liquidators. Ib. s. 150. Effect of order of the Court for winding-up subject to supervision. 25 & 26 Vict. C. 89 s. 151. Appointment of voluntary liquidators to be official liquidators in winding-up by the Court. Ib. s. 152. Avoidance of dispositions of property, etc., after commencement of winding-up. Ib. s. 153. Use of books of company as evidence. Ib. s. 154. Power to compromise with creditors. 33 & 34 Vict. C. 104 s. 2. Rights of creditors, etc., where assets of company insufficient. 38 & 39 Vict. C. 77 s. 10. See Ordinance No. 7 of 1891. Preferential payments. 51 & 52 Vict. C. 62. S. 1. Disposal of books and papers of company. 25 & 26 Vict. C. 89 s. 155. Inspection of books and papers. Ib. s. 156. Power of assignee to sue. Ib. s. 157. General right of proof of debts. Ib. s. 158. Power for liquidators to compromise with creditors. Ib. s. 159. Power for liquidators to compromise with contributories and debtors. 25 & 26 Vict. C. 89 s. 160. Power for liquidators to accept shares, etc., as consideration for sale of property of company. Ib. s. 161. Mode of determining price of interest of dissentient member. 25 & 26 Vict. C. 89 s. 162. 8 & 9 Vict. C. 16. Avoidance of attachments, etc., against company being wound up. Ib. s. 163. Fraudulent preference. Ib. s. 164. Power of the Court to assess damages against delinquent directors and officers. 25 & 26 Vict. C. 89 s. 165. Punishment for falsification of books. Ib. s. 166. Prosecution of delinquent directors and officers. Ib. ss. 167, 168. Punishment of perjury. 25 & 26 Vict. C. 89 s. 169. Rules. Third Schedule. Making of rules of procedure in winding-up. Ib. s. 170. Procedure for striking name of defunct company off register. 43 Vict. C. 19 s. 7. and functions of Registration Office. 25 & 26 Vict. C. 89 s. 174. Use of certified copies as evidence. 40 & 41 Vict. C. 26 s. 6. Restriction on powers of alteration of company. 30 & 31 Vict. C. 131 s. 41. Repeal of inconsistent laws. Section 17. 25 & 26 Vict. C. 89, First Schedule: Table A. Receipts of joint holders. Share certificates. Renewal of certificate. Power to make calls. Call when made. Interest on unpaid call. Payment in advance. Execution of transfer. Form of transfer. Transfer by indebted member. Closing of register of transfers. Shares of deceased member. Registration of person entitled. Election to have nominee registered. Transfer to nominee. Registration of moninee. Notice to member in arrears with call. Form of notice. Forfeiture on non-compliance with notice. Forfeited share to belong to company. Calls on forfeited shares. Evidence of forfeiture. Power to convert shares into stock. Transfer of stock. Rights of stock-holders. Power to increase capital. New shares to be offered to existing members. New shares to rank as original capital. First general meeting. Subsequent general meetings. Ordinary and extraordinary meetings. Convening of extraordinary meeting. Form of requisition for extraordinary meeting. Procedure on receipt of requisition. Notice of meeting. Special business. Quorum. Provision in default of quorum. Ordinary chairman. Election of chairman. Adjournment of meeting. Resolution when carried. Poll and casting vote. Number of votes. Vote of lunatic member. Case of joint holders. Restrictions on right of voting. Mode of voting. Appointment of proxy. Deposit of instrument appointing proxy. Form of instrument. Number of directors. Provision till directors are appointed. Remuneration of directors. General powers of directors. Vacancies among directors. Vacating of office by director for certain causes. Retirement of directors. Order of retirement. Re-election. Filling of vacancies. Continuance of retiring directors. Increase or reduction of number. Casual vacancies. Power to remove directors. Meetings, quorum, etc., of directors. Chairman of meeting of directors. Committees of directors. Chairman of committee. Proceedings of committee. Validity of acts. Declaration of dividends. Dividends payable only out of profits. Power to constitute reserve fund. Deduction of debt from dividend. Notice of dividend. No interest on dividend. Accounts to be kept. Annual statement. Contents of statement. Annual balance sheet. Copies for members. Annual audit. Appointment of auditors. Single auditor. Persons ineligible as auditors. Election of auditors. Remuneration of auditors. Re-election. Casual vacancies. Appointment in certain case by Governor. Duties of auditors. Inspection of books, etc., by auditors. Report of auditors. Service of notices. Service on joint holders. Service by post. Section 21. Section 21. Section 103. Section 118. Section 209. Construction. Title of petition. General Orders, 1862, r. 1. Advertisement of petition. Ib. r. 2. Services of petition. Ib. r. 3. Affidavit verifying petition. General Orders, 1862, r. 4. Copies of petition to be supplied. Ib. r. 5. Advertisement and service of order. Ib. r. 6. Proceedings on order. Ib. r. 7. Appointment of official liquidator. General Orders, 1862, r. 8. Advertisement as to appointment. Ib. r. 9. Security of official liquidator. Ib. r. 10. Order of appointment. Ib. r. 11. Certificate of security given. Ib. r. 12. Requiring fresh security. Ib. r. 13. Advertisement of appointment made. Ib. r. 14. Provisional official liquidator. Ib. r. 15. Vacancy in office of official liquidator. General Orders, 1862, r. 16. Accounts. Ib. r. 17. Remuneration of official liquidator. Ib. r. 18. Passing accounts. Ib. r. 19. Advertisement for creditors. Ib. r. 20. Attendance of creditors. Ib. r. 21. Investigation of claims and making of list of debts. General orders, 1862, r. 22. Allowance of debts. Ib. r. 23. Proof of debts. Ib. r. 24. Date of valuation of debts. Ib. r. 25. Interest on debts. Ib. r. 26. Costs of proof. Ib. r. 27. Registrar's certificate of debts. Ib. r. 28. Making of list of contributories. General orders, 1862, r. 29. Notice of appointment to settle list. Ib. r. 30. Registrar's certificate. Ib. r. 31. Mode of making sales of property. Ib. r. 32. Summons for call. General orders, 1862. r. 33. Service of order. Ib. r. 34. Proceedings under order. Ib. r. 35. Default of payment into Court or bank. Ib. r. 36. Deposit of bills, etc., in Court or bank. Ib. r. 37. Payment of call, etc., into Court or bank. General Orders, 1862, r. 38. Notice as to payment into Court or bank. Ib. r. 39. Affidavit of non-payment. Ib. r. 40. Title of account of moneys paid in. Ib. r. 41. Requests and cheques. Ib. r. 42. Investment of moneys. Ib. r. 43. Receipt of dividends, General Orders, 1862, r. 44. Notice of meeting. Ib. r. 45. Votes at meeting. Ib. r. 46. Memorandum as to calling meeting, etc. Ib. r. 47. Bill of exchange or promissory note. Ib. r. 48. Compromise with contributory or debtor. Ib. r. 49. Other cases. General Orders, 1862, r. 50. Mode of making certain applications. Ib. r. 51. Drawing up and entering of orders. Ib. r. 52. Insertion of advertisements. Ib. r. 53. Notice to admit document. Ib. r. 54. Filing and office copies of affavits. Ib. r. 55. Form of certificate. R. S. C., O. 55 r. 67. Time for taking opinion of Judge. Ib. r. 69. Filing and effect of certificate. Ib. r. 70. Discharge, etc., of certificate. Ib. r. 71. Register of proceedings. General Orders, 1862, r. 57. File of proceedings. Ib. r. 58. Application of Rules to provisional official liquidator. Ib. r. 59. Attendance of parties. General Orders. 1862, r. 60. Appointment of representative party. Ib. s. 61. Particulars to be given before attendance. Ib. r. 62. Mode of effecting service of documents. Ib. r. 63. Service with name of person incomplete. General Orders, 1862, r. 64. Proceedings on termination of winding-up. Ib. r. 65. Dissolution of company. Ib. r. 66. Deposit of file of proceedings, etc. Ib. r. 67. Duties of solicitor. Ib. r. 73. Title of petition to reduce capital. General Order, 1868, r. 2. Certificate before petition placed in list. Ib. r. 3. Proceedings after presentation of petition. General Order, 1868, r. 4. Advertisement of petition. Ib. r. 5. Affidavit as to creditors. Ib. r. 6. Contents of affidavit. Ib. r. 7. Inspection of list of creditors. Ib. r. 8. Notice to creditors. Ib. r. 9. Advertisement as to list of creditors. General Order, 1868, r. 10. Affidavit as to claims received. Ib. r. 11. Proceedings where claim not admitted. Ib. r. 12. Costs of proof. Ib. r. 13. Registrar's certificate as to creditors. Ib. r. 14. Placing petition in list. General Order, 1868, r. 15. Advertisement of hearing. Ib. r. 16. Right to appear. Ib. r. 17. Costs of appearance. Ib. r. 18. Directions at hearing. Ib. r. 19. Order confirming reduction. Ib. r. 20. Use of forms. General Orders, 1862, r. 69. Solicitor's fees. Ib. r. 70. First Schedule. Court fees. Ib. r. 71. Second Schedule. Taxation of costs. Ib. r. 72. General powers of the Court and Judge. Ib. r. 73. New. General practice to apply. General Orders, 1862, r. 74. Time for appeal. R.S.C., O.58 rr. 9, 15. See Ordinance No. 3 of 1901. Rule 93. Rule 94.

A.D. 1865. Ordinance No. 1 of 1865, with Ordinances No. 2 of 1866, No. 1 of 1877, No. 3 of 1883, No. 30 of 1886, No. 25 of 1890, and No. 38 of 1899 incorporated. See also Ordinances No. 1 of 1866 and No. 5 of 1891. Short title. Interpretation of terms. Definition of insurance company. 25 & 26 Vict. C. 89 s. 3. Prohibition of partnerships exceeding certain number. Ib. s. 4. Arrangement of the ordinance. Ib. s. 5. Mode of forming incorporated company. Ib. s. 6. Mode of limiting liability of members. Ib. s. 7. Memorandum of association of company limited by shares. 25 & 26 Vict. C. 89 s. 8. Memorandum of association of company limited by guarantee. Ib. s. 9. Memorandum of association of unlimited company. Ib. s. 10. Signature and effect of memorandum of association. 25 & 26 Vict. C. 89 s. 11. Restriction of power to alter memorandum of association. Ib. s. 12. Power for company to change name. Ib. s. 13. Power for company to alter objects or form of constitution, subject to confirmation by the Court. 53 & 54 Vict. c. 62, s. 1. Registration of order of confirmation, together with memorandum as altered or substituted memorandum and articles, and consequences thereof. 53 & 54 Vict. C. 62 s. 2. Definition of deed of settlement. Ib. Regulations to be prescribed by articles of association. 25 & 26 Vict. C. 89 s. 14. First Schedule: Table A. Application of Table A in First Schedule in certain cases. 25 & 26 Vict. C. 89 s. 15. Signature and effect of articles. Ib. s. 16. Power for company to alter articles of association by special resolution. Ib. s. 50. Registration of memorandum and articles, and fees therefor. 25 & 26 Vict. C. 89 s. 17. First Schedule: Table B. First Schedule: Table C. Effect of registration. Ib. s. 18. Copies of memorandum and articles to be furnished to members. Ib. s. 19. Prohibition of identity of names of companies. 25 & 26 Vict. C. 89 s. 20. Special provisions as to incorporation of associations formed for purposes not of gain. 30 & 31 Vict. C. 131 s. 23. Nature of interest of member in company. 25 & 26 Vict. C. 89 s. 22. Definition of member. Ib. s. 23. Transfer of interest of deceased member by personal representative. Ib. s. 24. Keeping of register of members. Ib. s. 25. Annual list of members and summary. 25 & 26 Vict. C. 89 s. 26. Penalty on company with shares not forwarding list of shares or summary. Ib. s. 27. Giving of notice of consolidation or of conversion of capital into stock. Ib. s. 28. Effect of conversion of shares into stock. Ib. s. 29. Power to divide shares into shares of smaller amount. 30 & 31 Vict. C. 131 s. 21. Special resolution to be embodied in memorandum of association. Ib. s. 22. Prohibition of entry of trust on register. 25 & 26 Vict. C. 89 s. 30. Register of transfer at request of transferor. 30 & 31 Vict. c. 131 s. 26. Certificate of shares or stock. 25 & 26 Vict. c. 89 s. 31. Inspection of register. Ib. s. 32. Power to close register. 25 & 26 Vict. C. 89. S. 33. Notice of increase of capital and of members to be given to Registrar. Ibs. S. 34. Power of the Court to rectify register. Ib. s. 35. Notice to Registrar of rectification of register. 25 & 26 Vict. C. 89 s. 36. Register to be evidence. Ib. s. 37. Power to issue share warrant to bearer. 30 & 31 Vict. C. 131 s. 27. Effect of share warrant. Ib. s. 28. Re-registration of bearer of share warrant in register. Ib. s. 29. Position of bearer of share warrant as regards membership of company, 30 & 31 Vict. C. 131 s. 30. Entry to be made in register on issue of share warrant. Ib. s. 31. Particulars to be contained in annual summary in respect of share warrants. Ib. s. 32. Stamp duty on share warrant. Ib. s. 33. Forgery of share warrant, etc. Ib. s. 34. Personation of owner of share, etc. 30 & 31 Vict. C. 131 s. 35. Engraving share warrant, etc., without authority. Ib. s. 36. Power of company to arrange for different amounts being paid on shares. 30 7 31 Vict. C. 131 s. 24. Manner in which shares are to be issued and held. Ib. s. 25. Power of the Court to grant relief for non-compliance with s. 56. 61 & 62 Vict. C. 26 ss. 1, 2. Liability of present and past members of company. 25 & 26 Vict. C. 89 s. 38. See also s. 81 post. Power to company to reduce capital. 30 & 31 Vict. C. 131 s. 9. See also s. 69 post. Addition to name of company of words 'and reduced.' Ib. s. 10; 40 7 41 Vict. C. 26 s. 4 in part. Application to the Court for the confirming order. 30 & 31 Vict. C. 131 s. 11. Objections by creditors, and settlement of list of objecting creditors. Ib. s. 13; 40 & 41 Vict. C. 26 s. 4 in part. Power to dispense with consent of creditor, on certain conditions. 30 & 31 Vict. C. 131 s. 14. Registration of order and minute of reduction. 30 7 31 Vict. C. 131 s. 15; 40 & 41 Vict. C. 26 s. 4 in part. Minute to form part of memorandum of association. 30 & 31 Vict. C. 131 s. 16. Saving of rights of creditors who are ignorant of proceedings. Ib. s. 17. Embodiment of minute in memorandum of association. 30 & 31 Vict. C. 131 s. 18. Punishment for concealment of name of creditor, etc. Ib. s. 19. Extension of power to reduce capital. 40 & 41 Vict. C. 26 s. 3. Publication of reasons for reduction. Ib. s. 4. Power to reduce capital by cancelling unissued shares. 40 & 41 Vict. C. 26 s. 5. Reserve liability of limited company. Ib. Application of provisions relating to registration to company re-registering. 42 & 43 Vict. C. 76 s. 9. Privileges of re-registration available notwithstanding constitution of company. Ib. s. 10. Power to return accumulated profits to shareholders in reduction of paid-up capital. 43 Vict. c. 19 ss. 3, 4. Power to shareholder to require company to retain moneys paid upon shares held by him. Ib. s. 5. Information to be given by company as to profits retained and profits returned. 43 Vict. C. 19 s. 6. Power for limited company to have directors with unlimited liability. 30 & 31 Vict. C. 131 s. 4. Liability of director, past and present, where liability is unlimited. Ib. s. 5. Right of set-off of director with unlimited liability. 30 & 31 Vict. C. 131 s. 6. Notice to be given to director on electron that his liability will be unlimited. Ib. s. 7. Power for existing company, by special resolution, to make liability of directors unlimited. Ib. s. 8. Registed office of company. 25 & 26 Vict. C. 89 s. 39. Notice of situation of registered office. Ib. s. 40. Publication of name by limited company. Ib. s. 41. Penalties for non-publication of name. Ib. s. 42. General meeting of company. 25 & 26 Vict. C. 89, s. 49. First general meeting of company. 30 & 31 Vict. C. 131 s. 39. Provisions as to votes and meetings. 25 & 26 Vict. C. 89 s. 52. Definition of special resolution. Ib. s. 51. Registration of special resolutions. 25 & 26 Vict. C. 89 s. 53. Copies of special resolutions. Ib. s. 54. Minutes of proceedings of meetings and of directors. 25 & 26 Vict. C. 89 s. 67. Validity of acts of directors, etc. Ib. Form of contracts. 30 & 31 Vict. C. 131 s. 37. Bills of exchange and promissory notes. 25 & 26 Vict. C. 89 s. 47. Prohibition again carrying on business with less than seven members. Ib. s. 48. Execution of deeds abroad. Ib. s. 55. Disclosure of contracts by prospectus. 30 & 31 Vict. C. 131 s. 38. Keeping of register of mortgages affecting property of company. 25 & 26 Vict. c. 89 s. 43. Statement to be periodically made and posted up by certain companies. 25 & 26 Vict. C. 89 s. 44. First Schedule : Form D. Keeping of register of directors. Ib. ss. 45, 46. Examination of affairs of company inspectors appointed by Governor. 25 & 26 Vict. C. 89 s. 56. Evidence in support of application for examination. Ib. s. 57. Inspection of books. Ib. s. 58. Mode of dealing with result of examination. Ib. s. 59. Examination of affairs of company by inspectors appointed by company. 25 & 26 Vict. C. 89 s. 60. Report of inspectors to be evidence. Ib. s. 61. Service of document on company. Ib. s. 62. Rules as to service by post. Ib. s. 63. Authentication of document by company. Ib. s. 64. Recovery of penalties. Ib. s. 65. See Ordinance No. 3 of 1890. Application of penalties. 25 & 26 Vict. C. 89 s. 66. Security for costs by plaintiff company. Ib. s. 69. Claim in action by company against member. Ib. s. 70. Use of forms. Second Schedule. Ib. s. 71. Power to alter tables and forms in Schedules. Ib. Arbitration between companies and others. Ib. s. 72. 22 & 23 Vict. c. 59. Application of provisions of Imperial Act. 25 & 26 Vict. C. 89 s. 73. Meaning of contributory. Ib. s. 74. Nature of liability of contributory Ib. s. 75. Contributories in case of death of mem- ber. 25 & 26 Vict. C. 89 s. 76. Contributories in case of bankruptcy of member. Ib. s. 77. Provision as to case of married woman. Ib. s. 78. Circumstances in which company may be wound up by the Court. Ib. s. 79. Cases in which company is deemed unable to pay its debts. Ib. s. 80. Mode of making application for winding-up. 25 & 26 Vict. C. 89 s. 82. 30 & 31 Vict. C. 131 s. 40. Effect of winding-up order. 25 & 26 Vict. C. 89 s. 82. Power of Chief Justice. Ib. s. 83. Commencement of winding-up by the Court. Ib. s. 84. Power to restrain proceedings. against company and to appoint provisional official liquidator. 25 & 26 Vict. C. 89 s. 85. Powers of the Court on hearing petition. Ib. s. 86. Stay of actions, etc., on winding-up order. Ib. s. 87. Copy of order to be forwarded to Registrar. Ib. s. 88. Power of the Court to stay proceedings for winding-up. Ib. s. 89. Effect of order on share capital of company limited guarantee. Ib. s. 90. The Court may have regard to wishes of creditors or contributories. Ib. s. 91. Appointment of official liquidator or official liquidators. 25 & 26 Vict. C. 89 s. 92. Resignation, removal, and remuneration of official liquidator. Ib. s. 93. Style and duties of official liquidator. Ib. s. 94. Powers of official liquidator. Ib. s. 95. Discretion of official liquidator. 25 & 26 Vict. C. 89 s. 96. Appointment of solicitor to official liquidator. Ib. s. 97. Settlement of list of contributories and application of assets. 25 & 26 Vict. C. 89 s. 98. Provision as to representative contributories. Ib. s. 99. Power to require delivery of property. Ib. s. 100. Power to order payment of debts by contributory. Ib. s. 101. Power to make calls on contribu- tories. 25 & 26 Vict. C. 89 s. 102. Power to order payment into bank. Ib. s. 103. Regulation of bank account. Ib. s. 104. Case of representative of deceased contributory not paying moneys ordered. Ib. s. 105. Conclusive effect of order on contributory. Ib. s. 106. Power to exclude creditors not proving in time. Ib. s. 107. Adjusting of rights of contributories, etc. 25 & 26 Vict. C. 89 s. 109. Power to order costs. Ib. s. 110. Order for dissolution of company. Ib. s.. 111-113. Petition for winding-up to be lis pendens. Ib. s. 114. No. 1 of 1844. Power to summon persons suspected of having property of company, etc. Ib. s. 115. Mode of examination of persons before the Court. 25 & 26 Vict. C. 89, s. 117. Arrest of absconding contributory. Ib. s. 118. Powers of the Court cumulative. Ib. s. 119. Power to enforce orders. Ib. s. 120. Manner of swearing affidavits, etc. Ib. s. 128. Circumstances in which company may be wound up voluntarily. 25 & 26 Vict. C. 89 s. 129. Commencement of voluntary winding-up. Ib. s. 130. Effect of voluntary winding-up on status of company. Ib. s. 131. Notice of resolution to wind up voluntarily. Ib. s. 132. Consequences of voluntary winding-up. Ib. s. 133. Effect of winding-up on share capital of company limited by guarantee. 25 & 26 Vict. C. 89 s. 134. Delegation of authority to appoint liquidators. 25 & 26 Vict. C. 89 s. 135. Arrangement when binding on company and creditors. Ib. s. 136. Right of creditor or contributory to appeal. Ib. s. 137. Power to apply to the Court. Ib. s. 138. Power of liquidators to call general meetings. Ib. s. 139. Power to fill up vacancy among liquidators. 25 & 26 Vict. C. 89 s. 140. Power of the Court to appoint or remove liquidators. Ib. s. 141. Making up of account by liquidators on conclusion of winding-up. Ib. s. 142. Duty of liquidators to report meeting to Registrar. Ib. s. 143. Costs of voluntary winding-up. Ib. s. 144. Saving of rights of creditors. Ib. s. 145. Power of the Court to adopt proceedings of voluntary winding-up. 25 & 26 Vict. C. 89 s. 146. Power of the Court to order winding-up subject to supervision. Ib. s. 147. Effect of petition for winding-up subject to supervision. Ib. s. 148. The Court may have regard to wishes of creditors and contributories. Ib. s. 149. Power for the Court to appoint or remove liquidators. Ib. s. 150. Effect of order of the Court for winding-up subject to supervision. 25 & 26 Vict. C. 89 s. 151. Appointment of voluntary liquidators to be official liquidators in winding-up by the Court. Ib. s. 152. Avoidance of dispositions of property, etc., after commencement of winding-up. Ib. s. 153. Use of books of company as evidence. Ib. s. 154. Power to compromise with creditors. 33 & 34 Vict. C. 104 s. 2. Rights of creditors, etc., where assets of company insufficient. 38 & 39 Vict. C. 77 s. 10. See Ordinance No. 7 of 1891. Preferential payments. 51 & 52 Vict. C. 62. S. 1. Disposal of books and papers of company. 25 & 26 Vict. C. 89 s. 155. Inspection of books and papers. Ib. s. 156. Power of assignee to sue. Ib. s. 157. General right of proof of debts. Ib. s. 158. Power for liquidators to compromise with creditors. Ib. s. 159. Power for liquidators to compromise with contributories and debtors. 25 & 26 Vict. C. 89 s. 160. Power for liquidators to accept shares, etc., as consideration for sale of property of company. Ib. s. 161. Mode of determining price of interest of dissentient member. 25 & 26 Vict. C. 89 s. 162. 8 & 9 Vict. C. 16. Avoidance of attachments, etc., against company being wound up. Ib. s. 163. Fraudulent preference. Ib. s. 164. Power of the Court to assess damages against delinquent directors and officers. 25 & 26 Vict. C. 89 s. 165. Punishment for falsification of books. Ib. s. 166. Prosecution of delinquent directors and officers. Ib. ss. 167, 168. Punishment of perjury. 25 & 26 Vict. C. 89 s. 169. Rules. Third Schedule. Making of rules of procedure in winding-up. Ib. s. 170. Procedure for striking name of defunct company off register. 43 Vict. C. 19 s. 7. and functions of Registration Office. 25 & 26 Vict. C. 89 s. 174. Use of certified copies as evidence. 40 & 41 Vict. C. 26 s. 6. Restriction on powers of alteration of company. 30 & 31 Vict. C. 131 s. 41. Repeal of inconsistent laws. Section 17. 25 & 26 Vict. C. 89, First Schedule: Table A. Receipts of joint holders. Share certificates. Renewal of certificate. Power to make calls. Call when made. Interest on unpaid call. Payment in advance. Execution of transfer. Form of transfer. Transfer by indebted member. Closing of register of transfers. Shares of deceased member. Registration of person entitled. Election to have nominee registered. Transfer to nominee. Registration of moninee. Notice to member in arrears with call. Form of notice. Forfeiture on non-compliance with notice. Forfeited share to belong to company. Calls on forfeited shares. Evidence of forfeiture. Power to convert shares into stock. Transfer of stock. Rights of stock-holders. Power to increase capital. New shares to be offered to existing members. New shares to rank as original capital. First general meeting. Subsequent general meetings. Ordinary and extraordinary meetings. Convening of extraordinary meeting. Form of requisition for extraordinary meeting. Procedure on receipt of requisition. Notice of meeting. Special business. Quorum. Provision in default of quorum. Ordinary chairman. Election of chairman. Adjournment of meeting. Resolution when carried. Poll and casting vote. Number of votes. Vote of lunatic member. Case of joint holders. Restrictions on right of voting. Mode of voting. Appointment of proxy. Deposit of instrument appointing proxy. Form of instrument. Number of directors. Provision till directors are appointed. Remuneration of directors. General powers of directors. Vacancies among directors. Vacating of office by director for certain causes. Retirement of directors. Order of retirement. Re-election. Filling of vacancies. Continuance of retiring directors. Increase or reduction of number. Casual vacancies. Power to remove directors. Meetings, quorum, etc., of directors. Chairman of meeting of directors. Committees of directors. Chairman of committee. Proceedings of committee. Validity of acts. Declaration of dividends. Dividends payable only out of profits. Power to constitute reserve fund. Deduction of debt from dividend. Notice of dividend. No interest on dividend. Accounts to be kept. Annual statement. Contents of statement. Annual balance sheet. Copies for members. Annual audit. Appointment of auditors. Single auditor. Persons ineligible as auditors. Election of auditors. Remuneration of auditors. Re-election. Casual vacancies. Appointment in certain case by Governor. Duties of auditors. Inspection of books, etc., by auditors. Report of auditors. Service of notices. Service on joint holders. Service by post. Section 21. Section 21. Section 103. Section 118. Section 209. Construction. Title of petition. General Orders, 1862, r. 1. Advertisement of petition. Ib. r. 2. Services of petition. Ib. r. 3. Affidavit verifying petition. General Orders, 1862, r. 4. Copies of petition to be supplied. Ib. r. 5. Advertisement and service of order. Ib. r. 6. Proceedings on order. Ib. r. 7. Appointment of official liquidator. General Orders, 1862, r. 8. Advertisement as to appointment. Ib. r. 9. Security of official liquidator. Ib. r. 10. Order of appointment. Ib. r. 11. Certificate of security given. Ib. r. 12. Requiring fresh security. Ib. r. 13. Advertisement of appointment made. Ib. r. 14. Provisional official liquidator. Ib. r. 15. Vacancy in office of official liquidator. General Orders, 1862, r. 16. Accounts. Ib. r. 17. Remuneration of official liquidator. Ib. r. 18. Passing accounts. Ib. r. 19. Advertisement for creditors. Ib. r. 20. Attendance of creditors. Ib. r. 21. Investigation of claims and making of list of debts. General orders, 1862, r. 22. Allowance of debts. Ib. r. 23. Proof of debts. Ib. r. 24. Date of valuation of debts. Ib. r. 25. Interest on debts. Ib. r. 26. Costs of proof. Ib. r. 27. Registrar's certificate of debts. Ib. r. 28. Making of list of contributories. General orders, 1862, r. 29. Notice of appointment to settle list. Ib. r. 30. Registrar's certificate. Ib. r. 31. Mode of making sales of property. Ib. r. 32. Summons for call. General orders, 1862. r. 33. Service of order. Ib. r. 34. Proceedings under order. Ib. r. 35. Default of payment into Court or bank. Ib. r. 36. Deposit of bills, etc., in Court or bank. Ib. r. 37. Payment of call, etc., into Court or bank. General Orders, 1862, r. 38. Notice as to payment into Court or bank. Ib. r. 39. Affidavit of non-payment. Ib. r. 40. Title of account of moneys paid in. Ib. r. 41. Requests and cheques. Ib. r. 42. Investment of moneys. Ib. r. 43. Receipt of dividends, General Orders, 1862, r. 44. Notice of meeting. Ib. r. 45. Votes at meeting. Ib. r. 46. Memorandum as to calling meeting, etc. Ib. r. 47. Bill of exchange or promissory note. Ib. r. 48. Compromise with contributory or debtor. Ib. r. 49. Other cases. General Orders, 1862, r. 50. Mode of making certain applications. Ib. r. 51. Drawing up and entering of orders. Ib. r. 52. Insertion of advertisements. Ib. r. 53. Notice to admit document. Ib. r. 54. Filing and office copies of affavits. Ib. r. 55. Form of certificate. R. S. C., O. 55 r. 67. Time for taking opinion of Judge. Ib. r. 69. Filing and effect of certificate. Ib. r. 70. Discharge, etc., of certificate. Ib. r. 71. Register of proceedings. General Orders, 1862, r. 57. File of proceedings. Ib. r. 58. Application of Rules to provisional official liquidator. Ib. r. 59. Attendance of parties. General Orders. 1862, r. 60. Appointment of representative party. Ib. s. 61. Particulars to be given before attendance. Ib. r. 62. Mode of effecting service of documents. Ib. r. 63. Service with name of person incomplete. General Orders, 1862, r. 64. Proceedings on termination of winding-up. Ib. r. 65. Dissolution of company. Ib. r. 66. Deposit of file of proceedings, etc. Ib. r. 67. Duties of solicitor. Ib. r. 73. Title of petition to reduce capital. General Order, 1868, r. 2. Certificate before petition placed in list. Ib. r. 3. Proceedings after presentation of petition. General Order, 1868, r. 4. Advertisement of petition. Ib. r. 5. Affidavit as to creditors. Ib. r. 6. Contents of affidavit. Ib. r. 7. Inspection of list of creditors. Ib. r. 8. Notice to creditors. Ib. r. 9. Advertisement as to list of creditors. General Order, 1868, r. 10. Affidavit as to claims received. Ib. r. 11. Proceedings where claim not admitted. Ib. r. 12. Costs of proof. Ib. r. 13. Registrar's certificate as to creditors. Ib. r. 14. Placing petition in list. General Order, 1868, r. 15. Advertisement of hearing. Ib. r. 16. Right to appear. Ib. r. 17. Costs of appearance. Ib. r. 18. Directions at hearing. Ib. r. 19. Order confirming reduction. Ib. r. 20. Use of forms. General Orders, 1862, r. 69. Solicitor's fees. Ib. r. 70. First Schedule. Court fees. Ib. r. 71. Second Schedule. Taxation of costs. Ib. r. 72. General powers of the Court and Judge. Ib. r. 73. New. General practice to apply. General Orders, 1862, r. 74. Time for appeal. R.S.C., O.58 rr. 9, 15. See Ordinance No. 3 of 1901. Rule 93. Rule 94.

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