562
(h.) Stamp on share warrants to bearer.-The present Com- panies Ordinance, 1865, s. 51, requires share warrants to bearer to be stamped with an ad valorem stamp of 30 cents per $100 of nominal value. In England this duty is provided for in the Stamp Act, 1891, and not in the Companies Act, and it has been decided to deal with it here in an amendment of the Stamp Ordinance. It may be mentioned that the English rate is five times the present Hongkong rate.
(i.) Winding up fees. Under the Act these are fixed by the Lord Chancellor with the sanction of the Treasury, and under the Bill by the Governor-in-Council. Act, Section 237 (3); Bill, Clause 219 (2).
(.) Winding up Rules “including winding up forms”.
Under the Act these are made by the Lord Chancellor with the concurrence of the President of the Board of Trade, and under the Bill by the Chief Justice with the sanction of the Colonial Treasurer. Act, Section 237 (1); Bill, Clause 219 (1).
(k.) All other rates of procedure, including rules as to costs and fees", are made in England by the authority having power to make rules for Supreme Court, i.é., the Lord Chancellor, Lord Chief Justice, Master of the Rolls, President of the Probate, Divorce and Admiralty Division, and four other judges. The Bill places this power in the Chief Justice with the approval of the Legislative Council". This is the authority which possesses, under section 32 of Ordin- ance 3 of 1873, the limited power of making rules for the Supreme Court which is all that the legislature has parted with in this Colony (except for a limited power given to the Chief Justice by Section 709 of the Code of Civil Procedure). Act, Section 238; Bill, Clause 2241.
(1) Tables and Farms,—Under the Act, any of the tables and forms in the First Schedule to the Act may be altered by the Board of Trade, except that it may not increase the fees payable to the registrar of companies. Under the Bill these tables and forms may be altered by the Governor, and he also has no power to increase the fees payable to the registrar of companies. Art, Section 118; Bill, Clause 118.
Banks.
The fact that banking partnerships were excluded from the operation of the Companies Ordinance, 1865, has necessitated the insertion in Clause 227 of a provision that banking companies in existence at the time of the commencement of the Bill may register under it, and of a consequential alteration in Clause 234. Of course existing banks need not register unless they wish. In one other matter relating to banks the Bill differs from the Act, i.e., limited banking companies are not required to publish the statement of assets and liabilities referred to in Clause 108 of the Bill. Act, Sections 108, 249, 256; Bill, Clauses 108, 227, 234.
Inspection of Register of Members.
The Bill provides that the registrar of companies may inspect the registers of members, mortgages, and debenture holders, of any company without fee. Act, Sections 30 (1), 101, 102; Bill, Clauses 31 (1), 102, 103.
Holding of lands in Hongkong by Foreign Companies.
Under the Bill, every company incorporated outside the Colony which fulfils the conditions of Clause 252 is empowered to hold lands in the Colony: this follows the present law (see Ordinance 7 of 1908). The Act gives the power only to companies incor- porated in a British possession. Act, Sections 274, 275; Bill, Clauses 252, 253.