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(b.) Inspection of Registers of Mortgages and of Debenture Hollers.--For the same reason the Bill requires these to be kept at the registered office of the company, and provides a penalty where the inspection cannot be ob- tained with the exercise of a reasonable amount of diligence. Act, Sections 100 to 102: Bill, Clauses 101 to 103.
(c.) Painting up of Name.---The Act requires a company to keep its name painted up on the outside of every office in which its business is carried on.
The " Shanghai Companies" have no office here in which their business is carried on. The Bill adds, "and on the outside of its registered office". Act, Section 63 (1) (a); Bill, Clause 64 (1) (a).
(d.) Advertisements.--The Act requires that the annual closing of the register of members shall be advertised in some newspaper circulating in the district in which the registered office of the company is situate. When a company has a local register the Bill requires the closing to be also advertised in the place where the local register is kept. The Act also requires the ap- pointment of a liquidator in a voluntary winding up to be advertised in two newspapers circulating in the district where the registered office or principal place' of business of the company was situate. The Bill here omits the words "registered office". Notice should be given in the place where the shareholders and cre- ditors live, and not in a place three days journey away. Act, Sections 31 and 188; Bill, Clauses 32 and 180. (.) Times for Filing. As the head offices of the "Shanghai Companies" are several days journey from the office of the registrar of companies the Bill allows 14 days longer for filing documents than the Act does. The Clauses concerned are:--10, 27, 45, 71, 89, 94, 141, 179 and 187 (3). (Act, Sections 9, 26, 44, 70, 88, 93, 147, 187 and 195.) No extension is necessary in the case of Clauses 46, 95, 187 (5) and 212, because in those the document to be filed is an order made by the court in Hongkong, and the matter would always be in the hands of a Hongkong solicitor. (Act, Sec- tions 45, 94, 195 (5) and 223.)
(f) Local Register Licences.-These have been approved in principle already. They were introduced by Ordinance 16 of 1907 (anfended by Ordinance 20 of 1909), and were a compromise of the old question between the Hongkong Government and the Shanghai authorities about probate duty. No licence is payable under the Act for Colonial Registers, but it must be remembered that the Act exempts the shares from duty only where the deceased was domiciled outside the United Kingdom while our provisions give a total exemption. Act, Sections 34 to 36; Bill, Clauses 35 to 37. (g.) Annual Summary.--In the case of a company which has a local register licence the number of shares on the local register, and their distinguishing numbers or marks, if any, must be stated in the annual summary. This will be a convenience to everyone in connection with the calculation of probate duty. It will cause no inconvenience as it is believed that all the companies which keep local registers have all their shares on the local registers. At present, however, that fact has to be ascertained afresh and sworn to in every new estate. Act, Section 26; Bill, Clause 27.
(h.) Failure to pay Fine.-At present, there is no means of
compelling a
Shanghai Company" to pay a fine, as all its property is outside the jurisdiction, except possibly by obtaining a winding up order. The Bill provides that a company which fails to pay a fine imposed by a Magistrate may be struck off the register after notice to the company and advertisement in the Gazette. It cannot be struck off until after three months, and the Court may restore it if necessary. Act, Nil; Bill, Clause 257.