575
which of course lay down certain limitations of the liquidators' discretion. Ordinance, 3rd Schedule, Rules 43 and 44; Act, Sections 146 to 149, 152 to 161, 173, 175, 187, 224, 229 to 231; Bill, Clauses 140 to 143, 146 to 155, 167, 169, 179, 213, 216 to 218.
Voluntary Winding Up.
Three main changes are introduced with regard to voluntary winding up. The first two were introduced in the United Kingdom by the Companies (Consolidation) Act 1908, and the third was introduced in England by the Companies (Winding up) Act 1890. They are as follows :-
(a.) Notice by Liquidator of his Appointment.-The liquida- tor in a voluntary winding up must file a notice of his appointment with the registrar of companies within a certain time.
(b.) Rights of Creditors in a Voluntary Winding up. -The liquidator in a voluntary winding up must call a meeting of creditors within a certain time, to consider whether application shall be made to the court to appoint any other person as liquidator in place of or jointly with the liquidator appointed by the company. (c.) Returns, Balances and Meetings. If the liquidation is not concluded within 12 months from the date of the reso- lution to wind up, the liquidator must make periodical returns to the registrar of companies, must pay any balance in his hands into the Companies Liquidation Account (which is under the control of the official receiver), and must call periodical meetings of the companies and lay before them an account of his conduct of the winding up. Creditors are also given power to apply to the court, a right which formerly belonged to contributories only (Companies Act 1900). Ordinance, Nil; Act, Sections 187, 188, 193, 194, 224; Bill. Clauses 179, 180, 185, 186, 213.
Power to declare Dissolution Void.
Power is given to the court, within two years of the dissolu- tion of a company, upon such terms as it thinks fit, to declare the dissolution void. Ordinance, Nil: Act, Section 223: Bill, Clause
212.
Court Fees and Solicitors' Costs.
At present the scales of court fees and solicitors' costs in com- panies matters differ in a few unimportant particulars from the Original Jurisdiction scale: this is inconvenient. The Bill applies the latter scale throughout. The English scales, of course, are different from ours. Ordinance, Third Schedule, Rules 93 and 94, and the Schedules thereto; Bill, Clause 221.
Use of the word “Limited”.
A company registered with limited liability under the present Ordinance must use the word "limited" as part of its name, but there is no provision for the case of companies which use a Chinese name, and it is no offence for unincorporated persons to carry on business under a name containing the word "limited" or its Chinese equivalent. The Bill makes it an offence for unincorpor- ated persons to use the word "limited", or its Chinese equivalent
A, and it requires that any Chinese equivalent of its name which a company may use shall contain the Chinese cha- racters. The use of the word "limited" by un- incorporated persons was first made an offence in the United Kingdom by the Companies Act 1907. The provision as to Chinese names is of course peculiar to the Bill. Ordinance, Sections 8, 9, 87, 88; Act, Sections 3, 4, 63, 258, 274, 282; Bill, Clauses 4, 5, 64, 236, 252, 260.