CHINESE PARTNERSHIPS ORDINANCE, 1911

CHINESE PARTNERSHIPS ORDINANCE, 1911

No. 53 of 1911.
To provide for tlie, Registration of Chinese Partnerships, and to
cnable Partners fliereiv to register and thereby to limit
their liability. [1v force Ist January, 1912.]

1. The Chinese Partnerships Ordinance, 1911.

2-(1) In this Ordinance,

Firm -, firm name-, and - business have the same mwn-
ings as in the Partnership Ordinance, 1897
' Registered partner - inearis any partner, including a firm, a
fanilly Vong or a body corpoiate who or which is registered as such
under this Ordinance
Registrar of Companies - means the office and his assistants
appointed for the registration ol- companies under tlie Companies
Ordinance, 1911. :
11 Full name -, in the case of a person who carries on business in
more than one nartie, includes all the names, whether Vong names
or otherwise, in which such person carries on business, and in the
case of persons with Chinese names or of Chinese origin includes his

surname and pit tsz and the place of his birth and the
District in China to lie. belonors

Hung Ku shareholder - means a person who is registered as
such in a registered partnership and who holds a liun.g kA
or red share, and is a person who is entitled to no interest on capital,
but who shares with the partners the surplus profit after interest
on capital has been paid.
(2) This Ordinance shall apply only to such partnerships carrying
on business in the Colony as in the opinion of the Registrar of
Companies can properly be described as Chinese partnerships.

3. Chinese partnerships and partners therein may register in the,
manner and subject to the conditions by this Ordinance provided.

4.-(1) No partnership may register under this Ordinance unless
one at least of its partners registers as a partner therein.
(2) Firms or family Vongs may be registered as partners in a
registered partnership, provided that a firm or family Vovg so re-

As aineilded bv No. 16 of 1912.
As amended Qy No. 16 of 1912, No. 17 of 1912 and No. 43 of 1912
Supp. Sched.
As amended by No. 50 of 1911.'





gistered shall be. regarded, so far as the partnership in which it is
registered is concerned, as one person, and provided also that one
partner only in the firra or one member only of the Vong shall be
registered as a representative of the firm or Vong so registering as
aforesaid, and provided also that no person may be registered as a
representative of a firm or Vong unless the Registrar of Companies
is satisfied that he has the authority of the other members of his
firm or the adult members of his Vong to be registered as their
representative as the registered partnership, and unless one month
shall have elapsed since an announcement of his intention to apply
for re,listration as a representative of the firm or Vorig in question

shall have been published in the Gazette and in two Chitiesc daily
newspapers circulating in the Colony.

(3) The Registrar of Companies shall register the names of all
members of a family tong disclosed to him by such representative,
including infants of any age; and thereafter members so registered

shall have their liability limited in the same maimer as if they
were registered as partners tinder this Ordinance.

(4) Bodies corporate may be registered as partners in a registered
partnership.

5.-(1) The liability of each partner in a registered partnership,
which may sue and be sited in its registered name, shall be
unlimited in respect of assets in his possession connected with the
registered partnership.

(2) The liability of each unregistered partnere lit a. registered part-
nership shall be unlimited.

(3) The liability of each registered partner in a registered part-
nership beyond his liability under sub-section (1) shall be limited to
such proportion of the debts and obligations of the registered part-
nership as his interest in the registered partnership bears to the
total interest of all the partners therein, whether registered or
unregistered.

(4) Where a firm or family tong is registered as a partner in a
registered partnership, but is not itself registered as a registered
partnership the liability of each of its partners or nieinbers shall be
unlimited in respect of assets in his possession connected with the
registered partnership but his further liability shall be limited to

* As aniended by No. 16 of 1912.





such proportion of the debts and obligations of the registered
partnership as the interest of his firm or Vong in the registered '
partnership bears to the total interest of all the partners therein
whether registered or unregistered.
(.5) Where a firm or family Vong is registered as a partner mi a
registered partnership and is itself also registered as a registered
partnership the liability of each of its registered partners or members
shall be unlimited in respect of assets in his possession connected
with the registered partnership in which his firm or Vong is a re-
gistered partner, but his further liability shall be limited to such
proportion of what won * ld have been his total liability if his firm or
Von,g had not itself been a registered partnership as his interest in
his own firm or Vong bears to the total interest of all the partners
therein, whether registered or unregistered.

(6) Where a firm or family Vang is registered as a partner in a
registered partnership and is itself also registered as a registered
partnership the liability of each of its unregistered partners or
members shall be unlimited in respect of assets in his possession
connected with the registered partnership in which the firm or
Vong is a registered partner; but his further liability shall be
limited to such proportion of the debts and obligations of the
.registered partnership is the interest of his firm or Vong in the
registered partnership bears to the total interest of all the partners
therein whether registered or unregistered.

(7) No person registered only as a, hung ku shareholder shall be
under any further liability for the debts and obligations of the firm
iii which he is so registered than the liability imposed by sub-section
(1) - -

(8) The burden of proving that assets in his possession are uncon-

nected with the registered partnership shall be on the person who
seeks to have his liability hinited under this section.
(9) No inember of a firm or family Vong which is registered as a
partner other than the registered representative thereof shall take
part in the management of the business of the registered partner-
ship or shall have power to bind the registered partnership.
Provided that any member ol such a firm or Vong may by himself
or his agent at any time inspect the books of the firm and examine
itito the state and prospects of the partnership business.
If a member of such a firm or Vong other than the registered
representative thereof takes part in the management of the business





of the registered partnership he shall be personally liable to an
unlimited extent for all debts and obligations of the registered
partnership incurred while he so takes part in the management
thereof.

(10) A firm or family t'ong registered as a partner in a registered
partnership may be sued in its firm or Vong name in respect of
the debts and obligations of the registered partnership, and service

on its registered representative shall be deemed sufficient service on
the partners in the firm or the members of the tong

6.-M A registere ' d. partnership shall not be dissolved by the
death, or bankruptcy, or admission, or succession, or retirement of
a partner; and the lunacy of a partner shall not be a ground for
dissolution of the partnership by the Court unless the lunatic's
share cannot be otherwise ascertained and realised.

(2) In the event of the dissolution of a registered partnership its
affairs shall be wound up by the partners unless the Court otherwise
orders.

(3) Applications to the Court to wind up ayegistered. partnership
shall be by petition under the Companies Ordinance, 1911, and the
provisions of such Ordinance relating to the winding up of companies
by the Court and of the rules made thereunder (including provisions
as to fees) shall, subject to such modification (if any) as the
Governor-in-Council may by rules provide, apply to the winding up
by the Court of registered partnerships, with the substitution of
partners for directors.

(4) Subject to any express agreement between the partners,-

(a) any difference arising as to ordinary matters connected -with
the business of a registered partnership may be decided by a majority
of the partners;

(b) a partner shall not be entitled to dissolve a registered partner-
ship by notice.

7. Subject to the provisions of this Ordinance, the Partnership
Ordinance, 1897, and the rules of equity and of common law
applicable to partnerships, except in so far as they are inconsistent
with the express provisions of the last mentioned Ordinance, shall
apply to partnerships and partners registered under this Ordinance.

As amended by No. 16 of 1912 and No. 17 of 101~.




c
be effected by delivering to the Registrar of Companies a statement
signed by such of the partners and huny ku shareholders as desire to
be registered under this Ordinance containing the following parti-
culars :-
(a) the partnership Dame;
(b) the general nature of the business;
(c) the principal place of business;
(d) the full name and address of each of the partners and hung ku
shareholders who desires to be registered under this Ordinance;
(c) the term, if any, for which the partnership is entered into,
and the date of it., commencement:
(f) the total capital of the partnership and the amount of such

apt al which has been paid up;
(g) the sitin contributed by each partner who desires to be
.registered tinder this Ordinance, and whether paid in cash or hosy
otherwise;
(h)the proportion which the interest in the partnership of each
parther who desires to be registered iinder this Ordinance bears to
the interests of all the partners whether registered or unregistered,
in the partnership;
(i) the interest in the firm of any hung ku. shareholder who desires
to be registered as such tindet. this Ordinance.

9.-M If during the continuance of a registered partnership any
change is rnade or occurs, whether by reason of the death of a
registered or kniregistered partner or othenvisc howsoever, in-
(a) the firm nan-le,
(b) the general iiattire of the btisiness,
(c) the principal place of business,
(d) the registered partners or the nanic of any registered partner,
(e) the term or character of the partnership,
(f) the sum contributed by any registered partner,
(g) the proportion which the interest in the partnership of any
registered partner bears to the interests of all the partners, whether
registered or unregistered, in the partnership,
a staternent, chopped with the chop of the partnership and signed
by the manager or in his absence by one or more of the registered

* As amen(led by No. 21 ol 1912.





partners, specifying the nature of the change shall within 14..days
be delivered to the Registrar of Companies.
(2) If default is made in complying with the requirements of this
section such manager and all the registered partners who cannot
prove that they were ignorant of the change shall, on summary Coll-
viction, be liable to a fine not exceeding 10 dollars for each day
during which the default continues : Provided that no person shall
be liable to pay a fine exceeding a tota.1 sum of .500 dollars.

10. The statement of the amount contribided by a registered
partner, and a statement of any increase in that amowit, sent to
the Registrar for registration under this Ordinance, shall be charged
with an ad valorem stamp duty of 1 dollar for every -500 dollars or
portion of .500 dollars up to 10,000 dollars, and 1 dollar for every
1,000 dollars or portion of 1,000 dollars on the -next 15,000 dollars,
and 50 cents for every 1,000 dollars or portion of 1,000 dollars on
sums above 2.5,000 dollars, of the amomit so coritrilnited, or of the
increase of that amount, as the case inay be; and, in default of pay-
ment of sta.nip duty thereon as herein required, the duty with
interest thercon at the rate of 8 per cent. froni the date of delivery
of stich statement shall be a, debt to the Crown and shall be Fe-
covera.ble by the Treasurer from such registered partner in the same
manner as is provided for by the Crown Rernedles Ordinance, 187.5,
in respect of rent due to the Crown.

11. Every one who makes, slIgns, sends, or delivers for the pur-
pose of registration under this Ordinance any false or incomplete
statement known by him to be false or incomplete shall be guilty of

a misdem.eanor, and shall also be personally liable to an unlimited
extent for all debts and obliuations of the reoistered partnership in-

curred during his partnership therein.

12. On receiving any statement made in pursuance of this Ordi-
nance the Registrar of Companies shall cause the same to be filed,
and he shall send by registered post or deliver to the partnership
from which such statement has been received a certificate of the
registration thereof -

13. The Registrar of Companies shall keep at his office, in proper
books to be provided for the purpose, a register and an index of all
the partnerships registered as aforesaid, and of all the statements

As arnended by No. 50 of 1911 and No. 16 of 1912.
As arnended by No. 17 of 1912.





registered in relation to such partnerships, and shall as soon as
practicable after each registration publish in the Gazette and in one
Chinese newspaper circulating in the Colony a notification of the
name of the registered partnership and of the name of every regis-
tered partner therein.

M-0) Any person may inspect the statements filed under this
Ordinance by the Registrar of Companies, and there shall be paid
for each such inspection a fee of 1 dollar : and any person may re-
quire a certificate of the registration of a registered partnership, or
a copy of or extract from any registered st tenient, to be certified
by the Registrar of Companies, and there shall be paid for such
certificate. of registration, certified copy, or extract, such fees as the
Governor-in-Council may appoint, not exceeding 1 dollar for the
certificate ol registration, and not exceeding 40 cents for each folio
of 72 words.

(2) A certificate of registration, or a copy of or extract frorn any
statement registered under this Ordinance, if duly certified to be a
true copy under the hand of the Registrar of Companies, shall, in all
legal proceedings, civil or criminal, and in all cases whatsoever, be
received in evidence.

15. The Governor-in-Council may make regulations concernine,
any of the following matters

(a) the fees to be paid to the Registrar of Companies under this
Ordinance, so that they do not exceed in the case of the original
registration of a partnership the sum of .20 dollars, and in any other
case the sum of 3 dollars;

(b) the duties or additional duties to be performed by the Registrar
of Companies for the purposes of this Ordinance;

(c) the performance by assistants and other officers of acts by this
Ordinance required to be done by the Re istrar of Companies;
9
(d) the forms to be used for the purposes of this Ordinance;

(e) the publication in the Gazette of a. list of the partnerships
registered

(f) generally the conduct and regulation of registration under this
Ordinance and any matters incidental thereto.

As aniended by No. 16 of 1912.
Asamended by No. 50 of 1911, No. 16 of 1912 and No. 17 of
1912.

10. Nothing in this Ordinance shall he taken to affect any debt or
liability incurred by a registered partnership or a registered partner
or hung ku shareholder prior to the date of the certificate of their
respective registrations issued under section 12.
[s. 17, rep. No. 16 of 1912.]
short title . Interpretation of terms and application . No. 1 of 1897. No .58 of 1911.registration of chinese partnershijps and partners. Conditions of registration. effect of registration on liability . Unregistered partner ;and registeredd partner in registered parnershijp. Unregistered firm registered as partner in registered partnership. registered firm registered as partner in registered partnership ; liability of registered partner; and of unregistered partners . Registered hung ku shareholder. actions against firm registered as partner in registered partnership . Dissolution and winding up of registered partnerships. No. 58 fo 1911.. Law as to private partnership to apply . No.1 of 1897. manner and particulars of registration .registration of changes in partner ships . ad ralorem stamp duty on contributions by registered partners. No. 6 of 1875. Penallty for marking false returns. Registrar to file statement and issue certificate of registration .registrar to keep register and index and to advertise registrations. inspection of statements registered . Regulations. effect of registration not retrospective.

short title . Interpretation of terms and application . No. 1 of 1897. No .58 of 1911.registration of chinese partnershijps and partners. Conditions of registration. effect of registration on liability . Unregistered partner ;and registeredd partner in registered parnershijp. Unregistered firm registered as partner in registered partnership. registered firm registered as partner in registered partnership ; liability of registered partner; and of unregistered partners . Registered hung ku shareholder. actions against firm registered as partner in registered partnership . Dissolution and winding up of registered partnerships. No. 58 fo 1911.. Law as to private partnership to apply . No.1 of 1897. manner and particulars of registration .registration of changes in partner ships . ad ralorem stamp duty on contributions by registered partners. No. 6 of 1875. Penallty for marking false returns. Registrar to file statement and issue certificate of registration .registrar to keep register and index and to advertise registrations. inspection of statements registered . Regulations. effect of registration not retrospective.

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1912

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No. 53 of 1911

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