576
Winding-up of Unregistered Companies.
The present Companies Ordinance, 1865, does not provide for the winding-up of unregistered companies although the Com- panies Act 1862 of the Imperial Parliament, on which our Ordin- ance was founded, did so provide. The Bill remedies this omission. The provision, of course, does not apply to partnerships which the Bill makes illegal. Ordinance, Vil; Act, Sections 267 to 273; Bill, Clauses 245 to 251.
Companies Incorporated outside the Colmy,
At present companies incorporated outside the Colony need not file any documents or give any notice here unless they wish to hold land in the Colony. The Bill provides that every such company which in future shall commence business in the Colony shall file certain documents, shall in all its advertisements, letter paper, etc., state the country where it is incorporated, and shall file an annual balance sheet with the registrar of companies. Foreign companies which comply with the provisions of these sections shall have power to hold lands within the Colony. Foreign companies already doing business here need not file any documents unless they wish to hold lands, and even then they will not have to advertise their country of origin or file an annual balance sheet. These provisions as to foreign companies were first introduced in the United Kingdom by the Companies Act of 1907, and the power of holding lands was first given by the Companies (Consolidation) Act 1908. It is noteworthy, however, that the Act gives that power only to companies incorporated in British possessions and not to foreign corporations generally. The rights of companies which have filed memorials under the present Foreign Corporation Lands Ordinance, 1908, (No. 7 of 1908), and the rights of the two foreign corporations specially legislated for by Ordinances Nos. 9 and 10 of 1907, will not be affected. Ordinances Nos. 9 and 10 of 1907, and 7 of 1908. Act. Sections 274 and 275: Bill, Clauses 252 and 253.
Relief of Directors.
Power is given to the court to grant relief, wholly or in part, to directors charged with negligence or breach of trust, where the court thinks that they acted honestly and reasonably and ought fairly to be excused. This power was given in the United King- dom by the Companies Act of 1997. Ordinance, Nil; Act, Section 279; Bill, Clause 258.
Failure to
pay
Fines.
Power is given to strike off the register any company which fails to pay a fine imposed by a magistrate. The power is carefully guarded and the procedure is founded on that for striking off defunct companies. The company cannot be struck off under three months, and can be restored by the court. This provision, which does not exist in the Act, is rendered necessary here by the exist- ence of the Shanghai and Tientsin companies, which have neither officers nor property within the jurisdiction. Ordinance, Nil: Act, Nil; Bill. Clause 257.
False Statements in Returns, etc.
If any person in any return, report, balance sheet, etc., required for any of the purposes specified in the Fourth Schedule, wilfully makes a statement false in any material particular, know- ing it to be falso, he shall be guilty of a misdemeanour. The Schedule includes everything of importance. Liquidators' accounts are not included, but they must in any case be verified by statutory declaration. Ordinance, Nil; Act, Section 281; Bill, Clause
259.
J. H. KEMP, Registrar of Companies.
13th September, 1910.