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company, but they are made absolute in the Bill and are not left to the discretion of the promoters of companies, and the remark does not in any case apply to such matters as criminal offences, civil liability of directors and promoters, returns to be filed, or winding up requirements and control,
DETAILED MEMORANDUM.
Banking Partnerships.
Banks were omitted from the operation of the present Com- panies Ordinance, 1865, apparently because it was intended to deal with them by separate legislation. They have, however, been left entirely unregulated. In future, all partnerships of more than ten persons formed in Hongkong for the purpose of banking will be illegal unless registered as companies under the Bill. Existing banks which were formed here may register but are not obliged to do so.
Banks which are incorporated outside the Colony are not effected and need not in any case register as companies under the Bill, but if they first establish a place of business in the Colony after the commencement of the Bill they must register under Clause 252 and file an annual balance sheet. Ordinance, Sections 4, 6; Act, Sections 1, 108, 113, 249, 251, 256, 274. Bill, Clauses 2. 108, 113, 227, 229, 234, 252.
Stamp Duty.
In future, the memorandum and articles of association will each have to bear a stamp of $30 (10,- in England). They bear no stamp at present. The provision for the stamp duty on share warrants to bearer has been omitted from the Bill as it is proposed to deal with this matter in an amendment of the Stamp Ordinance. Ordinance, Section 51; Act, Sections 6, 12; Bill. Clauses 7, 13, 38.
Certificate of Incorporation.
The registrar's certificate of incorporation is made more fully conclusive. This change was introduced in England by the Companies Act 1900, and is intended to get rid of the inconvenience of the wording of the present section, which has been held not sufficient to cover the case of less than seven persons having signed the memorandum of association, and the doubts as to the case where some of the signatories were infants. Ordinance, Section 22 (3); Act, Section 17 (1); Bill, Clause 18 (1).
Annual Summary.
The annual summary filed with the registrar of companies will contain fuller information, especially on the following points :-
(a.) Shares issued as fully or partly paid up otherwise than
in cash must be distinguished.
(.) The amount paid or allowed by way of commission or discount in respect of shares or debentures must be stated.
(c.) The names and addresses of the directors must be given. (d.) The total amount due on all mortgages and charges
which require to be registered must be specified. (c.) Where a company keeps a local register the number of shares on the local register, and their distinguishing numbers or marks, if any, must be stated. This provi- sion is not in the English Act. In the case of English companies, colonial registers are comparatively rare, and the exemption from probate duty is confined to the estates of persons domiciled out of the United Kingdom. In the case of Hongkong companies, local registers are frequent, and the exemption from probate duty is absolute. The proposed provision will save trouble in the ascertaining whether probate duty is payable, and 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.
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