HONGKONG AND SHANGHAI BANKING CORPORATION ORDINANCE, 1866
Title
HONGKONG AND SHANGHAI BANKING CORPORATION ORDINANCE, 1866
Description
ORDINANCE No.2 OF 1866.
Hongkong and Sganghai Banking Corporation Ordinance, 1866.
AN ORDINANCE for the Incorporation of the Hongkong and
Shanghai Banking Corporation. [14th August, 1866.]
WHEREAS the several persons hereinafter named and others have
agreed to form a joint stock company, under the name of style
pose of carrying on the business of banking and of conducting all busi-
ness usually transacted by bankers; and whereas, for the purpose of
establishing and carrying on the said undertaking, they have agreed that
a capital of five millions of dollars, divided into forty thousand shares of
one hundred and twenty-five dollars, divided into forty thousand shares of
instance, with power to increase such capital to the extent and in man-
ner hereinafter mentioned; and whereas the said several persons have for
some time been carrying on the business of bankers as an un-registered
and un-incorporated company; and whereas, for the better accomplish-
ing and carrying into effect the objects and purposes of the said com-
pany, they ahve applied to the Governor of Hongkong to grant to them
and all other the subscribers of such capital an Ordinance of Incorpora-
tion, which the Governor has consented and agreed to do, under and
subject to the conditions, restrictions, and provisions hereinafter con-
tained:
BE it therefore enacted by the Governor of Hongkong, with the advice
of the Legislation Council therof, as follows:
1. This Ordinance may be cited as the Hongkong and Shanghai Bank-
ing Corporation Ordinance, 1866.
2. In this Ordinance-
'The Governor' means the Governor of the Colony of Hongkong
or the Officer for the time being Administering the Government of
the said Colony;
'The Company' means 'The Hongkong and Shanghai Banking
Corporation';
'The Colony' means the Colony of Hongkong and its dependen-
eies.
3. The Honourable John Dent, the Honourable Thomas Sutherland,
Albert Farley Heard, Esquire, george Francis Maclean, Esquire, Dou-
glas Lapraik, Esquire, Woldemar Nissen, Esquire, Arthur Sassoon,
Esquire, George John Helland, Esquire, Palanjee Framjee, Esquire,
henry William Wood, Esquire, and Caleb Tanier Smith, Esquire, to-
gether with such and so many other persons and bodies politic and
corporate as now are or may hereafter become proprietors of any share
or shares of or in th capial for the time being of the company hereby
established, shall be one body politic and corporate, in name and in deed,
by the name of 'The Hongkong and Shanghai Banking Corporation,'
and by that name and may sue and be sued, in all courts, whether of
law or of equirty, and shall have perpetual succession, with a common seal,
which may be by them varied and changed at their pleasure.
4. the Company is and shall be established for the purpose of carry-
ing on, under the mangement of a Court of Directors, the business of
banking for the term of twenty-one years, commencing from the date of
this Ordinance, in the Colony: Provided always that nothing herein
contained shall be deemed to restrict the Company, with the consent
of the Commissioners for the time being signified in writing under
the hands of the said Commissioners or any two of them), from estab-
lishing any branch banks or any agencies for exchange, deposit, and
remittance at any place out of the Colony in conformity with the law
of such place.
5.-(1) The capital of the Company shall consist of five millions of
dollars divided into forty thousand shares of one hundred and twenty-
five dollars each, and such further capital, not exceeding two millions
five hundred thousand dollars, as the directors for the time being may
deem neccessary for the purpose of the said undertaking and for the
creation of which they shall have previously obtained the consent of the
Governor, such consent being signified in writing under the hand of th Governor.
(2) Such further capital shall be divided into shares of one hundred
and twenty-fiven dollars each and be paid up in full as hereinafter
mentioned.
(3) Until such further capital is raised as aforesaid, the aforesaid
sum of five millions of dollars shall be taken to be the fixed capital of
the Company.
(4) Whenever and so often as any further capital is raised, then a
notification or proclamation to that effect under the hand of the Governor
shall be published in The Hongkong Government Gazette, and the said
sum of five millions of dollars, together with such further capital, shall
thenceforth be taken to be the fixed capital of the Company, but with
power, nevertheless, to further increase such capital as hereinafter men-
tioned.
6. It shall not be lawful for the Company to commence or carry on
the said business of banking until it is made to appear, to the satif-
faction of the Governor, that the whole of the aforesaid capital of five
millions of dollars has been subscribed for by deed, under hand and
seal, and that one-half (at the least) of such sum of five millions of
dollars has been actually paid up, such satisfaction to be evidenced by a
notification or proclamation under the hand of the Governor, to be
published in The Hongkong Government Gazette.
7. Unless it is made to appear, to the satisfaction of the Governor(to
be evidenced as aforesaid), that the whole of the said capital of five
millions of dollars has beensubscribed, under hand and seal, before the
expiration of the period of two years, to commence and be computed
from the date of this Ordinance, and unless the whole of the said
capital of five millions of dollars is actually paid up within the period
of three years, to be reckoned from the date of the notification or pro-
clamation to be published as aforesaid of the payment of one-half of the
said capital of five millions of dollars, (but so that such payment in full
is not in any case delayed beyond th period of four years, to be
recknoed from the date of this Ordinance), it shall be lawful for the
Governor, iwth the advice of the Legislative Council of the Colony, at
any time thereafter, by an Ordinance to be passed for that purpose, to
repeal this Ordinance and declare that the incorporation hereby granted
to the Company shall cease and determine and become absolutely void.
8. Until, as herinbefore provided for, the Governor so publishes in
The Hongkong Government Gazette a notification or proclamation under
his hand that one-half of such further capital has been paid up, the
Company shall not be entitled, by advertisement or otherwise, to hold
out to the public that the amount of its capital has been increased.
9. The remainder of the instalments on the shares constituting such
further capital shall be wholly paid up within two years, to be reckoned
from the date of such notification or proclamation (so to be published a
aforesaid) of the payment of one-half of such further cpaital, and the
same shall be made to appera to the satisfaction of the Governor, to be
evidenced as aforesaid.
10. Within twelve calendar months from the date of this Ordinance
the persons who have subscribed for at least one-half of the said capital
of five millions of dollars, shall, to the satisfaction of the Governor(to be
evidenced as aforesaid), enter into and execute a deed of settlement (and
so as each such person so executing shall hold at least five shares in the
said capital), which deed of settlement shall be filed with the Registrar
of Companies within twelve calendar months from the date thereof, where-
by provision shall be made for carrying on the business of the Company
by a Court of Directors to be elected by the shareholders of the Company,
as by the said deed may be provided, and, until such election, by a
Court of Directors to be named in the said deed, and whereby provision
shall also be made for the payment by the sahreholders of all moneys to
become due in respect of the instalments on the shares taken by them,
and also of such further or other sums as are hereinafter provided, and
in which said deed shall be contained (in addition to all such further
provisions as may by the Governor be considered necessary and usual in
like cases for the management of the affairs of th company) provi-
sions for effectuating the follwing objects; that is to say:-
First, For holding general meetings of the Comapny once at least in
every year at an appointed time and place;
Second, For holding extraordinary general meetings of the Company
on the requisition of nine or more shareholders, holding in the
whole at least two thousand shares in the Company;
Third, For the management of the affairs of the Company and the
election and qualification of the directors;
Fourth, For the retirement of at least one-fourth of th directors of
the Company yearly;
Fifth, For preventing the Company fro m purchasing any shares, or
makeing advances of money, or securities for money, to any person
on the security of a share or shares, in the Company;
Sixth, For the publication, as may be directed in the said deed, of
the assests and liabilities of the Company, of the amounts of pro-
missory notes in circulation, and of the coin held in the establish-
ments of the Company in the Colony or elsewhere;
Seventh, For the verification of such statments, and for the furnish-
ing of such further information as the Governor may require, re-
specting the state and proceedings of the banking establishments of
the Company in the Colony or elsewhere;
Eighth, For the yeraly audit of the accounts of the Company by two
or more auditors, not being directors at the time;
Ninth; For the yearly communication of the auditors' report, of a
balance sheet, and of profit and loss accounts to every shareholder;
and
Tenth, For the appointment of managers, or agents, or other officers
to perform the duties of managers or agents.
11. The provisions of this Ordinance, and the provisions to be con-
tained in the said deed of settlement or in any supplemental deed to be
made in pursuance thereof, or to be contained in any by-laws to be made
in pursuance of such deed, or any of them, shall be taken to be the
exitsting rules and regulations of the Company, except so far as the same
may be repugnant to the laws of the Colony or of any ports, towns,
cities, or places where the Company may carry on business, or to the provisions of this Ordinance: Provided, nevertheless, that no by-law or
supplemental deed that may be made shall have any force or effect until
the same has been approved of by the Governor and a certificate of such
approval has been given under the hand of the Governor.
12.-(1) It shall be lawful for the Company to make, issue and
circulate bills and notes of the Companya payable to bearer on demand at
the place of issue and in coin lawfully current at such place, and to
re-issue the same frome the place at which the same were originally
issue.
(2) Without prejudice to the conditional privilege now possessed by
the Company of issuing and re-issuing from the head office a limited
number of notes of smaller amount, subject to their unconditional with-
drawal from circulation should the Government of the Colony decide to
issue small notes of lower denomination than five dollars, no such bills
or notes shall hereafter be issued for any other sum than the sum of five
dollars or some multiple of such sum, or other equivalent amount.
(3) All such bills or notes issued in any colony or other place from
any establishment of the Company, not being the principal establishment
of the Company in such colony or place, shall be made payable not only
at the establishment from which the same were issued but also at the
pprincipal establishment of the Company in such colony or place.
(4) Nothing herein contained shall exempt the Company from the
operation of any exitsting or future laws restricting or regulating the
issue of notes in the Colony or in ay place outside the Colony where it
has established, or may hereafter, with such consent as aforesaid, estab-
lish, banks or branh banks.
(5) The shareholders of the Company shall be subject to unlimited
liability in respect of all or any such issue or issues of bills or notes, and
in case the general assest s of the Company are, in the event of the Com-
pany being wound up, insufficient to satisfy the claims of both the note-
holders and the general creditors, then the shareholders of the Company,
after satisfying the remaining demands of the note-holders, shall be liable
to contribue towards payment of the debts of the general creditors a
sum equal to the amount received by the note-holders out of the genreal
assets of the Company.
(6) For the purposes of this section the expression, 'the general assets
of the Company' means the funds available for payment of the genral
creditors as well as the note-holders.
13. The total amount of the bills and notes of the Company payable
to bearer on demand actually in circulation shall not at any time exceed
the amount of the capital of the Company actually paid up, and there
shall be kept by each establishment of the Company an amount of coin and bullion equal to one-third at least of such of the said bills and notes
as were issued from such establishemtn and are for the time being in
circulation.
14. The total amount of the debts and liabilities of the Company of
what nature or kind soever shall not at any time exceed the aggregate
amount of the then existing bona jide assets and property of the Com-
pany and the sume for which its shareholders are liable under the provi-
sions herein contained.
15. If at any time therer is a suspension of payment of any of the bills
or notes of the Company, it shall not be lawful for the Company, from
and after the commencement and during the continuance of such suspen-
sion of payment, to make any fresh issue of bills or notes.
16. The Company shall not discount, or in any manner advance money
upon, bills of exchange, promissory notes, or other negotiable paper in
or upon which the name of any director or officer of the Company ap-
perrs as drawer or acceptor, either on his individual or separate account,
or jointly with any partner or partners, or otherwise than as a director
or officer of the Company, to an amount exceeding one-third of the
amound of the sum for the time being under discount or advanced by
the Company, nor shall any director be allowed to obtain credit on his
own personal guarantee.
17. It shall be lawful for the Company, notwithstanding the Statues
of Mortmain or any other statues or laws to the contrary, to purchas,
hold, take, and enjoy, to it and its successors, such houses, offices, lands,
buildings, and hereditaments as may be thought necessary or proper
for the purpose of managing conducting, and carrying on the affairs,
concerns, and business of the Company, but not for the purpose of specu-
lation or any other purpose than as aforesaid, and so as no such houses,
offices, lands or buildings shall be more than the yearly value of thirty
thousand dollars at the time of acquiring the same or of such further
yearly value as may be sanctioned by the Govenor, and to sell, convey,
and dispose of the said property or any portion or part therof, when not
wanted for the purposes of the said business.
18. All and every person and persons and bodies politic and coporate
who ware otherwise competent shall be and are hereby authorized and
empowered to grant, sell, alien, and convey in mortmain unto and to the
use of the Company and its successors any such houses, offices, lands,
buildings, and other hereditaments whatsoever as aforesaid accordingly.
19.-(1) It shall not be lawful for the Company to make any
purchase of messuages, lands, or hereditamnets in the Colony or else-
where beyond the annual value of thirty thousand dollars at the time of acquiring the same, or of such further annual value as may be
sanctioned by the Governor.
(2) When and as any such purchase is made by the Company, the
directors of the Company shall in all cases, within three calendar
months from the making acompleting of such purchas, report the
same in writing to the Governor, stating the amount of the purchase
money paid for the same and giving a description of the messuages,
lands, or hereditaments so purchased, and such other particulars relat-
ing thereto as may from time to time be required by the Governor.
(3) In case any messuages, lands or hereditaments so purchased are
re-sold by the Company, the Compay shall, within fourteen days after
every such sale, give notice in writing to the Colonial Secretary of the
Colony of such re-sale and of the price obtained for the same.
20. Except for the purposes aforsaid, it shall not be lawful for the
Company to invest, lay out, employ, advance, or embark any aprt of
its capital or funds in the purchase of any lands, houses, or other real
property, or in any trading or mercantile speculation or business what=
soever(not usually considered as falling within the ordinary and legiti-
mate purposes and operations of a banking establishment), but it shall,
nevertheless, be lawful for the Company to take and accept any lands,
houses, or other real or personal property in satisfaction, liquidation, or
payment of any debt absolutely and bona jide previously due and owing
to the Company, and also to take any mortgage or other lien or charge
on real or personal property as a security for any moneys actually and
bona jide previously due to the Company or for which any person or
persons may have rendered himself or themselves liable to the Company,
and to hold such lands, house, and other real and personal property
respectively for such reasonable time as may be necessary for selling
and disposing of and converting the same into money.
21. It shall be lawful for the Company to sell, dispose of, and
convert into money any goods, wares, or merchandise which may be
taken by it in satisfaction, liquidation, or payment of any debt, and also
to sell and convey any lands, house, and other real property whatsoever,
goods, wares, or merchandise, which it may have acquired in manner
aforesaid.
22.-(1) It shall be lawful for the Company from time to time to
extend or increase its capital for the time being by th creation and
sale of new shares, in the manner to specified and set forth in the
deed of settlement to be prepared and executed as hereinbefore directed,
so as the same is made with the consent of a general meeting of the
shareholders of the Company to be specially called for that purpose, and
with the consent previously obtained of the Governor and under such
conditions and provisions as he may think fit, such consent being evi-
denced as hereinbefore provided for with respect to other requirements
of a like nature, and so as th toatl amount of the capital of the Com-
pany shall not exceed the sum of ten millions of dollars.
(2) Until its is certified by the Governor in like maner as aforesaid
that one-half of such new capital has been so paid up, the company
shall not be entitled, by advertisement or otherwise, to state or hold out
to the public that the amount of its capital has been increased.
23. The remainder of the instalments on the shares constituting such
increased capital shall be whooly paid up within two years from the date
of the certificate, to be granted as aforesaid, of one-half thereof having
been paid up, and the same shall be made to appear to the satisfaction
of the Governor, to be certified as aforesadi.
24. The directors of the Company shall, if and whenever they may
be required to do so by the Governor, produce and submit to him, or to
such persons or officers as he may appoint for the purpose, for his or
their inspection and examination, the several accounts and statements
which by the said deed may be directed to be made and furnished.
25. If the Company becomes insolvent, every proprietor for the time
being of shares in the capital thereof shall, in addition to his liability
for the amount of the issue of notes under the provisions of section 12,
be liable to contribute to the payment of the debts, engagements, and
liabilities of the Company not only such parts of the shares held by him
or her respectively in the capital of the Compay as have not been
theretofore called for and paid up, but also such further sums of money,
not exceeding the amount of the shares so held by him or her, as may
be requisite and necessary to satisfy and discharge the debts, engage-
ments, and liabilities of the Company.
26. In the said deed so to be executed as aforesaid, and in every
transfer of any share or shares in the company, due provision shall
accordingly be made for the payment by the shareholders of such
amounts as aforesaid.
27. In the event of the insolvency of th company, or of any suspen-
sion in the payments of the Company for the space of sixty days in
succession or for any number of days at intervals which amount alto-
gether to sixty days within any one year, or if the Company has not
well and truly maintained, abided by, performed, and observed all and
every the rules, orders, provisions and directions herein contained
and set forth or to be contained and set forth in the said deed so to be
executed as aforesaid, then and in any of such cases it shall and may
be lawful for the Governor, with the advice of the Legislative Council of the Colony, by an Ordinance to be passed for that purpose, to repeal
this Ordinance and declare that the incorporation hereby granted to the
Company shall cease and determine and become absolutely void.
28.-(1) Subject as hereinafter mentioned, the Company may be
wound up by the Supreme Court of Hongkong in its equitable juris-
diction, and all the provisions of the Companies Ordinance, 1865, with
respect to the winding-up of companies registered thereunder shall
apply to the Company as if expressly re-enacted in this Ordinance,
save and except in such respects as the same may be altered or modified
as hereinafter mentioned or provided for.
(2) The circumstances under which the Company may be wound up
are as follows; that is to say:-
(a) in the event of the Company being dissolved, or ceasing to
carry on business, or carrying on business only for the purpose
of winding up its affairs; or
(b) whenever the Company is unable to pay its debts; or
(c) whenever the Court is of opinion that it is just and equitable
that the Company should be wound up.
(3) the Company shall be deemed unable to pay its debts-
(a) whenever a creditor to whom the Company is indebted, at law
or in equity, by assignment or otherwise, in a sum exceeding
three hundred dollars then due, has served on the company, by
leaving the same at the principal place of business of the Com-
pany, or by delivering to the manager or some director or
principal officer of the Company, or by otherwise serving the
same in such manner as the Court may approve or direct, a
demand under his hand requiring the Company to pay the sume
so due, and the Company has, for the space of three weeks
succeeding the service of such demand, neglected to pay such
sum or to secure or compound for the same to the satisfaction
of the creditor; or
(b) whenever execution or other process issued on a judgment,
decree, or order obtained in any court in favour of any creditor,
at law or in equity, in any proceeding instituted by such credi-
tor against the Company, is returned unsatisfied in whole or in
part; or
(c) whenever it is proved, to the satisfaction of the Court, that the
Company is unable to pay its debts.
29. On the determination of the term of twenty-one years from the
date of this Ordinance, the powers and privileges hereinbefore conferred
on the Company shall cease, unless the Governor, with the advice of the
Legislative Council of the Colony, declares to the contrary and by an Ordinance to that effect authorizes the Company to continue incorpo-
rated under the aforesaid provisions for a further term of ten years or
for such period and under such provisions and conditons as may be
contained in the said Ordinance.
30. The incorporation of the Company by this Ordinance shall not
affect or prejudice the liability of the Company to have enforced against
it or its members, or its right to enforce, any debt or obligation incur-
red or any contract entered into by, to, with, or on behalf of the
Company previously to such incorporation, but the Company may sue
and be sued in respect of all or any such debt or debts, obligatin or
obligations, contract or contracts, by or under its corporate name and
in precisely the same manner as if the debt, obligation, or contract had
been incurred, made, or entered into after the incorporation of the
Company by this Ordinance.
A.D. 1866. Ordinance NO. 5 of 1866, with Ordinances No. 21 of 1882 and No. 29 of 1880 incorporated. Short title. Interpretation of terms. Grant of incorporation to certain persons as the Hongkong and Shanghai Banking Corporation. Period of incorporation. See Ordinance No. 5 of 1887. Capital of Company. Prohibition of commencement of business until capital has been subscribed and half paid up. Provision for repeal of the Ordinance and cessor of incorporation. Provision as to further capital. Payment of remainder of instalments on shares. Execution of deed of settlement, and filing thereof with Registrar of Companies. Rules and regulations of Company. Power for Company to make and issue bills and note payable to bearer on demand, and conditions of such issue. Limit of amount of issue of bills and notes. See Ordinance No. 5 of 1900. Limit of total debts and liabilities of Company. Suspension of right of note issue in event of suspension of payment by Company. Limit of accommodation to directors and officers of Company. Power to Company to hold lands and buildings, subject to certain restrictions. Power to other parties to convey lands in mortmain to Company. Notification of purchase and re-sale of lands of Company. Prohibition against purchase of other lands and against trading, but with power to accept land and personal property as security for moneys owing. Power to Company to sell and convert property taken as security. Power to further increase capital under certain conditions. Period within which increased capital to be fully paid up. Production by directors, when required, of accounts and statements. Libaility of shareholders for debts of Company in case of insolvency. Provisions to be included in dead and in transfer of shares. Provisions for repeal of the Ordinance on happening of certain events. Winding-up of Company. No. 1 of 1815. Cessor of incorporation after 21 years, unless extended by Ordinance. See Ordinance No. 5 of 1887. Saving as to obligations and contracts existing or incurred previously to incorporation.
Hongkong and Sganghai Banking Corporation Ordinance, 1866.
AN ORDINANCE for the Incorporation of the Hongkong and
Shanghai Banking Corporation. [14th August, 1866.]
WHEREAS the several persons hereinafter named and others have
agreed to form a joint stock company, under the name of style
pose of carrying on the business of banking and of conducting all busi-
ness usually transacted by bankers; and whereas, for the purpose of
establishing and carrying on the said undertaking, they have agreed that
a capital of five millions of dollars, divided into forty thousand shares of
one hundred and twenty-five dollars, divided into forty thousand shares of
instance, with power to increase such capital to the extent and in man-
ner hereinafter mentioned; and whereas the said several persons have for
some time been carrying on the business of bankers as an un-registered
and un-incorporated company; and whereas, for the better accomplish-
ing and carrying into effect the objects and purposes of the said com-
pany, they ahve applied to the Governor of Hongkong to grant to them
and all other the subscribers of such capital an Ordinance of Incorpora-
tion, which the Governor has consented and agreed to do, under and
subject to the conditions, restrictions, and provisions hereinafter con-
tained:
BE it therefore enacted by the Governor of Hongkong, with the advice
of the Legislation Council therof, as follows:
1. This Ordinance may be cited as the Hongkong and Shanghai Bank-
ing Corporation Ordinance, 1866.
2. In this Ordinance-
'The Governor' means the Governor of the Colony of Hongkong
or the Officer for the time being Administering the Government of
the said Colony;
'The Company' means 'The Hongkong and Shanghai Banking
Corporation';
'The Colony' means the Colony of Hongkong and its dependen-
eies.
3. The Honourable John Dent, the Honourable Thomas Sutherland,
Albert Farley Heard, Esquire, george Francis Maclean, Esquire, Dou-
glas Lapraik, Esquire, Woldemar Nissen, Esquire, Arthur Sassoon,
Esquire, George John Helland, Esquire, Palanjee Framjee, Esquire,
henry William Wood, Esquire, and Caleb Tanier Smith, Esquire, to-
gether with such and so many other persons and bodies politic and
corporate as now are or may hereafter become proprietors of any share
or shares of or in th capial for the time being of the company hereby
established, shall be one body politic and corporate, in name and in deed,
by the name of 'The Hongkong and Shanghai Banking Corporation,'
and by that name and may sue and be sued, in all courts, whether of
law or of equirty, and shall have perpetual succession, with a common seal,
which may be by them varied and changed at their pleasure.
4. the Company is and shall be established for the purpose of carry-
ing on, under the mangement of a Court of Directors, the business of
banking for the term of twenty-one years, commencing from the date of
this Ordinance, in the Colony: Provided always that nothing herein
contained shall be deemed to restrict the Company, with the consent
of the Commissioners for the time being signified in writing under
the hands of the said Commissioners or any two of them), from estab-
lishing any branch banks or any agencies for exchange, deposit, and
remittance at any place out of the Colony in conformity with the law
of such place.
5.-(1) The capital of the Company shall consist of five millions of
dollars divided into forty thousand shares of one hundred and twenty-
five dollars each, and such further capital, not exceeding two millions
five hundred thousand dollars, as the directors for the time being may
deem neccessary for the purpose of the said undertaking and for the
creation of which they shall have previously obtained the consent of the
Governor, such consent being signified in writing under the hand of th Governor.
(2) Such further capital shall be divided into shares of one hundred
and twenty-fiven dollars each and be paid up in full as hereinafter
mentioned.
(3) Until such further capital is raised as aforesaid, the aforesaid
sum of five millions of dollars shall be taken to be the fixed capital of
the Company.
(4) Whenever and so often as any further capital is raised, then a
notification or proclamation to that effect under the hand of the Governor
shall be published in The Hongkong Government Gazette, and the said
sum of five millions of dollars, together with such further capital, shall
thenceforth be taken to be the fixed capital of the Company, but with
power, nevertheless, to further increase such capital as hereinafter men-
tioned.
6. It shall not be lawful for the Company to commence or carry on
the said business of banking until it is made to appear, to the satif-
faction of the Governor, that the whole of the aforesaid capital of five
millions of dollars has been subscribed for by deed, under hand and
seal, and that one-half (at the least) of such sum of five millions of
dollars has been actually paid up, such satisfaction to be evidenced by a
notification or proclamation under the hand of the Governor, to be
published in The Hongkong Government Gazette.
7. Unless it is made to appear, to the satisfaction of the Governor(to
be evidenced as aforesaid), that the whole of the said capital of five
millions of dollars has beensubscribed, under hand and seal, before the
expiration of the period of two years, to commence and be computed
from the date of this Ordinance, and unless the whole of the said
capital of five millions of dollars is actually paid up within the period
of three years, to be reckoned from the date of the notification or pro-
clamation to be published as aforesaid of the payment of one-half of the
said capital of five millions of dollars, (but so that such payment in full
is not in any case delayed beyond th period of four years, to be
recknoed from the date of this Ordinance), it shall be lawful for the
Governor, iwth the advice of the Legislative Council of the Colony, at
any time thereafter, by an Ordinance to be passed for that purpose, to
repeal this Ordinance and declare that the incorporation hereby granted
to the Company shall cease and determine and become absolutely void.
8. Until, as herinbefore provided for, the Governor so publishes in
The Hongkong Government Gazette a notification or proclamation under
his hand that one-half of such further capital has been paid up, the
Company shall not be entitled, by advertisement or otherwise, to hold
out to the public that the amount of its capital has been increased.
9. The remainder of the instalments on the shares constituting such
further capital shall be wholly paid up within two years, to be reckoned
from the date of such notification or proclamation (so to be published a
aforesaid) of the payment of one-half of such further cpaital, and the
same shall be made to appera to the satisfaction of the Governor, to be
evidenced as aforesaid.
10. Within twelve calendar months from the date of this Ordinance
the persons who have subscribed for at least one-half of the said capital
of five millions of dollars, shall, to the satisfaction of the Governor(to be
evidenced as aforesaid), enter into and execute a deed of settlement (and
so as each such person so executing shall hold at least five shares in the
said capital), which deed of settlement shall be filed with the Registrar
of Companies within twelve calendar months from the date thereof, where-
by provision shall be made for carrying on the business of the Company
by a Court of Directors to be elected by the shareholders of the Company,
as by the said deed may be provided, and, until such election, by a
Court of Directors to be named in the said deed, and whereby provision
shall also be made for the payment by the sahreholders of all moneys to
become due in respect of the instalments on the shares taken by them,
and also of such further or other sums as are hereinafter provided, and
in which said deed shall be contained (in addition to all such further
provisions as may by the Governor be considered necessary and usual in
like cases for the management of the affairs of th company) provi-
sions for effectuating the follwing objects; that is to say:-
First, For holding general meetings of the Comapny once at least in
every year at an appointed time and place;
Second, For holding extraordinary general meetings of the Company
on the requisition of nine or more shareholders, holding in the
whole at least two thousand shares in the Company;
Third, For the management of the affairs of the Company and the
election and qualification of the directors;
Fourth, For the retirement of at least one-fourth of th directors of
the Company yearly;
Fifth, For preventing the Company fro m purchasing any shares, or
makeing advances of money, or securities for money, to any person
on the security of a share or shares, in the Company;
Sixth, For the publication, as may be directed in the said deed, of
the assests and liabilities of the Company, of the amounts of pro-
missory notes in circulation, and of the coin held in the establish-
ments of the Company in the Colony or elsewhere;
Seventh, For the verification of such statments, and for the furnish-
ing of such further information as the Governor may require, re-
specting the state and proceedings of the banking establishments of
the Company in the Colony or elsewhere;
Eighth, For the yeraly audit of the accounts of the Company by two
or more auditors, not being directors at the time;
Ninth; For the yearly communication of the auditors' report, of a
balance sheet, and of profit and loss accounts to every shareholder;
and
Tenth, For the appointment of managers, or agents, or other officers
to perform the duties of managers or agents.
11. The provisions of this Ordinance, and the provisions to be con-
tained in the said deed of settlement or in any supplemental deed to be
made in pursuance thereof, or to be contained in any by-laws to be made
in pursuance of such deed, or any of them, shall be taken to be the
exitsting rules and regulations of the Company, except so far as the same
may be repugnant to the laws of the Colony or of any ports, towns,
cities, or places where the Company may carry on business, or to the provisions of this Ordinance: Provided, nevertheless, that no by-law or
supplemental deed that may be made shall have any force or effect until
the same has been approved of by the Governor and a certificate of such
approval has been given under the hand of the Governor.
12.-(1) It shall be lawful for the Company to make, issue and
circulate bills and notes of the Companya payable to bearer on demand at
the place of issue and in coin lawfully current at such place, and to
re-issue the same frome the place at which the same were originally
issue.
(2) Without prejudice to the conditional privilege now possessed by
the Company of issuing and re-issuing from the head office a limited
number of notes of smaller amount, subject to their unconditional with-
drawal from circulation should the Government of the Colony decide to
issue small notes of lower denomination than five dollars, no such bills
or notes shall hereafter be issued for any other sum than the sum of five
dollars or some multiple of such sum, or other equivalent amount.
(3) All such bills or notes issued in any colony or other place from
any establishment of the Company, not being the principal establishment
of the Company in such colony or place, shall be made payable not only
at the establishment from which the same were issued but also at the
pprincipal establishment of the Company in such colony or place.
(4) Nothing herein contained shall exempt the Company from the
operation of any exitsting or future laws restricting or regulating the
issue of notes in the Colony or in ay place outside the Colony where it
has established, or may hereafter, with such consent as aforesaid, estab-
lish, banks or branh banks.
(5) The shareholders of the Company shall be subject to unlimited
liability in respect of all or any such issue or issues of bills or notes, and
in case the general assest s of the Company are, in the event of the Com-
pany being wound up, insufficient to satisfy the claims of both the note-
holders and the general creditors, then the shareholders of the Company,
after satisfying the remaining demands of the note-holders, shall be liable
to contribue towards payment of the debts of the general creditors a
sum equal to the amount received by the note-holders out of the genreal
assets of the Company.
(6) For the purposes of this section the expression, 'the general assets
of the Company' means the funds available for payment of the genral
creditors as well as the note-holders.
13. The total amount of the bills and notes of the Company payable
to bearer on demand actually in circulation shall not at any time exceed
the amount of the capital of the Company actually paid up, and there
shall be kept by each establishment of the Company an amount of coin and bullion equal to one-third at least of such of the said bills and notes
as were issued from such establishemtn and are for the time being in
circulation.
14. The total amount of the debts and liabilities of the Company of
what nature or kind soever shall not at any time exceed the aggregate
amount of the then existing bona jide assets and property of the Com-
pany and the sume for which its shareholders are liable under the provi-
sions herein contained.
15. If at any time therer is a suspension of payment of any of the bills
or notes of the Company, it shall not be lawful for the Company, from
and after the commencement and during the continuance of such suspen-
sion of payment, to make any fresh issue of bills or notes.
16. The Company shall not discount, or in any manner advance money
upon, bills of exchange, promissory notes, or other negotiable paper in
or upon which the name of any director or officer of the Company ap-
perrs as drawer or acceptor, either on his individual or separate account,
or jointly with any partner or partners, or otherwise than as a director
or officer of the Company, to an amount exceeding one-third of the
amound of the sum for the time being under discount or advanced by
the Company, nor shall any director be allowed to obtain credit on his
own personal guarantee.
17. It shall be lawful for the Company, notwithstanding the Statues
of Mortmain or any other statues or laws to the contrary, to purchas,
hold, take, and enjoy, to it and its successors, such houses, offices, lands,
buildings, and hereditaments as may be thought necessary or proper
for the purpose of managing conducting, and carrying on the affairs,
concerns, and business of the Company, but not for the purpose of specu-
lation or any other purpose than as aforesaid, and so as no such houses,
offices, lands or buildings shall be more than the yearly value of thirty
thousand dollars at the time of acquiring the same or of such further
yearly value as may be sanctioned by the Govenor, and to sell, convey,
and dispose of the said property or any portion or part therof, when not
wanted for the purposes of the said business.
18. All and every person and persons and bodies politic and coporate
who ware otherwise competent shall be and are hereby authorized and
empowered to grant, sell, alien, and convey in mortmain unto and to the
use of the Company and its successors any such houses, offices, lands,
buildings, and other hereditaments whatsoever as aforesaid accordingly.
19.-(1) It shall not be lawful for the Company to make any
purchase of messuages, lands, or hereditamnets in the Colony or else-
where beyond the annual value of thirty thousand dollars at the time of acquiring the same, or of such further annual value as may be
sanctioned by the Governor.
(2) When and as any such purchase is made by the Company, the
directors of the Company shall in all cases, within three calendar
months from the making acompleting of such purchas, report the
same in writing to the Governor, stating the amount of the purchase
money paid for the same and giving a description of the messuages,
lands, or hereditaments so purchased, and such other particulars relat-
ing thereto as may from time to time be required by the Governor.
(3) In case any messuages, lands or hereditaments so purchased are
re-sold by the Company, the Compay shall, within fourteen days after
every such sale, give notice in writing to the Colonial Secretary of the
Colony of such re-sale and of the price obtained for the same.
20. Except for the purposes aforsaid, it shall not be lawful for the
Company to invest, lay out, employ, advance, or embark any aprt of
its capital or funds in the purchase of any lands, houses, or other real
property, or in any trading or mercantile speculation or business what=
soever(not usually considered as falling within the ordinary and legiti-
mate purposes and operations of a banking establishment), but it shall,
nevertheless, be lawful for the Company to take and accept any lands,
houses, or other real or personal property in satisfaction, liquidation, or
payment of any debt absolutely and bona jide previously due and owing
to the Company, and also to take any mortgage or other lien or charge
on real or personal property as a security for any moneys actually and
bona jide previously due to the Company or for which any person or
persons may have rendered himself or themselves liable to the Company,
and to hold such lands, house, and other real and personal property
respectively for such reasonable time as may be necessary for selling
and disposing of and converting the same into money.
21. It shall be lawful for the Company to sell, dispose of, and
convert into money any goods, wares, or merchandise which may be
taken by it in satisfaction, liquidation, or payment of any debt, and also
to sell and convey any lands, house, and other real property whatsoever,
goods, wares, or merchandise, which it may have acquired in manner
aforesaid.
22.-(1) It shall be lawful for the Company from time to time to
extend or increase its capital for the time being by th creation and
sale of new shares, in the manner to specified and set forth in the
deed of settlement to be prepared and executed as hereinbefore directed,
so as the same is made with the consent of a general meeting of the
shareholders of the Company to be specially called for that purpose, and
with the consent previously obtained of the Governor and under such
conditions and provisions as he may think fit, such consent being evi-
denced as hereinbefore provided for with respect to other requirements
of a like nature, and so as th toatl amount of the capital of the Com-
pany shall not exceed the sum of ten millions of dollars.
(2) Until its is certified by the Governor in like maner as aforesaid
that one-half of such new capital has been so paid up, the company
shall not be entitled, by advertisement or otherwise, to state or hold out
to the public that the amount of its capital has been increased.
23. The remainder of the instalments on the shares constituting such
increased capital shall be whooly paid up within two years from the date
of the certificate, to be granted as aforesaid, of one-half thereof having
been paid up, and the same shall be made to appear to the satisfaction
of the Governor, to be certified as aforesadi.
24. The directors of the Company shall, if and whenever they may
be required to do so by the Governor, produce and submit to him, or to
such persons or officers as he may appoint for the purpose, for his or
their inspection and examination, the several accounts and statements
which by the said deed may be directed to be made and furnished.
25. If the Company becomes insolvent, every proprietor for the time
being of shares in the capital thereof shall, in addition to his liability
for the amount of the issue of notes under the provisions of section 12,
be liable to contribute to the payment of the debts, engagements, and
liabilities of the Company not only such parts of the shares held by him
or her respectively in the capital of the Compay as have not been
theretofore called for and paid up, but also such further sums of money,
not exceeding the amount of the shares so held by him or her, as may
be requisite and necessary to satisfy and discharge the debts, engage-
ments, and liabilities of the Company.
26. In the said deed so to be executed as aforesaid, and in every
transfer of any share or shares in the company, due provision shall
accordingly be made for the payment by the shareholders of such
amounts as aforesaid.
27. In the event of the insolvency of th company, or of any suspen-
sion in the payments of the Company for the space of sixty days in
succession or for any number of days at intervals which amount alto-
gether to sixty days within any one year, or if the Company has not
well and truly maintained, abided by, performed, and observed all and
every the rules, orders, provisions and directions herein contained
and set forth or to be contained and set forth in the said deed so to be
executed as aforesaid, then and in any of such cases it shall and may
be lawful for the Governor, with the advice of the Legislative Council of the Colony, by an Ordinance to be passed for that purpose, to repeal
this Ordinance and declare that the incorporation hereby granted to the
Company shall cease and determine and become absolutely void.
28.-(1) Subject as hereinafter mentioned, the Company may be
wound up by the Supreme Court of Hongkong in its equitable juris-
diction, and all the provisions of the Companies Ordinance, 1865, with
respect to the winding-up of companies registered thereunder shall
apply to the Company as if expressly re-enacted in this Ordinance,
save and except in such respects as the same may be altered or modified
as hereinafter mentioned or provided for.
(2) The circumstances under which the Company may be wound up
are as follows; that is to say:-
(a) in the event of the Company being dissolved, or ceasing to
carry on business, or carrying on business only for the purpose
of winding up its affairs; or
(b) whenever the Company is unable to pay its debts; or
(c) whenever the Court is of opinion that it is just and equitable
that the Company should be wound up.
(3) the Company shall be deemed unable to pay its debts-
(a) whenever a creditor to whom the Company is indebted, at law
or in equity, by assignment or otherwise, in a sum exceeding
three hundred dollars then due, has served on the company, by
leaving the same at the principal place of business of the Com-
pany, or by delivering to the manager or some director or
principal officer of the Company, or by otherwise serving the
same in such manner as the Court may approve or direct, a
demand under his hand requiring the Company to pay the sume
so due, and the Company has, for the space of three weeks
succeeding the service of such demand, neglected to pay such
sum or to secure or compound for the same to the satisfaction
of the creditor; or
(b) whenever execution or other process issued on a judgment,
decree, or order obtained in any court in favour of any creditor,
at law or in equity, in any proceeding instituted by such credi-
tor against the Company, is returned unsatisfied in whole or in
part; or
(c) whenever it is proved, to the satisfaction of the Court, that the
Company is unable to pay its debts.
29. On the determination of the term of twenty-one years from the
date of this Ordinance, the powers and privileges hereinbefore conferred
on the Company shall cease, unless the Governor, with the advice of the
Legislative Council of the Colony, declares to the contrary and by an Ordinance to that effect authorizes the Company to continue incorpo-
rated under the aforesaid provisions for a further term of ten years or
for such period and under such provisions and conditons as may be
contained in the said Ordinance.
30. The incorporation of the Company by this Ordinance shall not
affect or prejudice the liability of the Company to have enforced against
it or its members, or its right to enforce, any debt or obligation incur-
red or any contract entered into by, to, with, or on behalf of the
Company previously to such incorporation, but the Company may sue
and be sued in respect of all or any such debt or debts, obligatin or
obligations, contract or contracts, by or under its corporate name and
in precisely the same manner as if the debt, obligation, or contract had
been incurred, made, or entered into after the incorporation of the
Company by this Ordinance.
A.D. 1866. Ordinance NO. 5 of 1866, with Ordinances No. 21 of 1882 and No. 29 of 1880 incorporated. Short title. Interpretation of terms. Grant of incorporation to certain persons as the Hongkong and Shanghai Banking Corporation. Period of incorporation. See Ordinance No. 5 of 1887. Capital of Company. Prohibition of commencement of business until capital has been subscribed and half paid up. Provision for repeal of the Ordinance and cessor of incorporation. Provision as to further capital. Payment of remainder of instalments on shares. Execution of deed of settlement, and filing thereof with Registrar of Companies. Rules and regulations of Company. Power for Company to make and issue bills and note payable to bearer on demand, and conditions of such issue. Limit of amount of issue of bills and notes. See Ordinance No. 5 of 1900. Limit of total debts and liabilities of Company. Suspension of right of note issue in event of suspension of payment by Company. Limit of accommodation to directors and officers of Company. Power to Company to hold lands and buildings, subject to certain restrictions. Power to other parties to convey lands in mortmain to Company. Notification of purchase and re-sale of lands of Company. Prohibition against purchase of other lands and against trading, but with power to accept land and personal property as security for moneys owing. Power to Company to sell and convert property taken as security. Power to further increase capital under certain conditions. Period within which increased capital to be fully paid up. Production by directors, when required, of accounts and statements. Libaility of shareholders for debts of Company in case of insolvency. Provisions to be included in dead and in transfer of shares. Provisions for repeal of the Ordinance on happening of certain events. Winding-up of Company. No. 1 of 1815. Cessor of incorporation after 21 years, unless extended by Ordinance. See Ordinance No. 5 of 1887. Saving as to obligations and contracts existing or incurred previously to incorporation.
Abstract
A.D. 1866. Ordinance NO. 5 of 1866, with Ordinances No. 21 of 1882 and No. 29 of 1880 incorporated. Short title. Interpretation of terms. Grant of incorporation to certain persons as the Hongkong and Shanghai Banking Corporation. Period of incorporation. See Ordinance No. 5 of 1887. Capital of Company. Prohibition of commencement of business until capital has been subscribed and half paid up. Provision for repeal of the Ordinance and cessor of incorporation. Provision as to further capital. Payment of remainder of instalments on shares. Execution of deed of settlement, and filing thereof with Registrar of Companies. Rules and regulations of Company. Power for Company to make and issue bills and note payable to bearer on demand, and conditions of such issue. Limit of amount of issue of bills and notes. See Ordinance No. 5 of 1900. Limit of total debts and liabilities of Company. Suspension of right of note issue in event of suspension of payment by Company. Limit of accommodation to directors and officers of Company. Power to Company to hold lands and buildings, subject to certain restrictions. Power to other parties to convey lands in mortmain to Company. Notification of purchase and re-sale of lands of Company. Prohibition against purchase of other lands and against trading, but with power to accept land and personal property as security for moneys owing. Power to Company to sell and convert property taken as security. Power to further increase capital under certain conditions. Period within which increased capital to be fully paid up. Production by directors, when required, of accounts and statements. Libaility of shareholders for debts of Company in case of insolvency. Provisions to be included in dead and in transfer of shares. Provisions for repeal of the Ordinance on happening of certain events. Winding-up of Company. No. 1 of 1815. Cessor of incorporation after 21 years, unless extended by Ordinance. See Ordinance No. 5 of 1887. Saving as to obligations and contracts existing or incurred previously to incorporation.
Identifier
https://oelawhk.lib.hku.hk/items/show/570
Edition
1901
Volume
v1
Subsequent Cap No.
70
Cap / Ordinance No.
No. 2 of 1866
Number of Pages
10
Files
Collection
Historical Laws of Hong Kong Online
Citation
“HONGKONG AND SHANGHAI BANKING CORPORATION ORDINANCE, 1866,” Historical Laws of Hong Kong Online, accessed January 23, 2025, https://oelawhk.lib.hku.hk/items/show/570.
