THE HONGKONG GOVERNMENT GAZETTE, DECEMBER 15, 1911.
623
in case of a
57. A company limited by guarantee and registered on Increase aud or after the date of the coming into operation of this Or- reduction of dinance, may, if it has a share capital, and is so authorised share capital by its articles, increase or reduce its share capital in the company same manner and subject to the same conditions in and limited by subject to which a company limited by shares may increase guarantee or reduce its share capital under the provisions of this having a
share capital. 8 Edw. 7 c.
Ordinance.
69 s. 56.
limited.
Registration of Unlimited Company as Limited, 68.--(1) Subject to the provisions of this section, any Registration company registered as unlimited may register under this of unlimited Ordinance as limited, or any company already registered as company as a limited company, may re-register nuder this Ordinance, Fb. s. 57. but the registration of an unlimited company as a limited company shall not affect any debts, liabilities, obligations, or contracts incurred or entered into by, to, with, or on behalf of the company before the registration, and those debts, liabilities, obligations, and contracts may be enforced in manuer provided by Part VII of this Ordinance in the case of a company registered in pursuance of that Part.
(2) On registration in pursuance of this section the re- gistrar shall close the former registration of the company, and may dispense with the delivery to him of copies of any documents with copies of which he was furnished on the occasion of the original registration of the company, but, save as aforesaid, the registration shall take place in the same manner and shall have effect as if it were the first registration of the company under this Ordinance, and as if the provisions of the Ordinance or Ordinances under which the company was previously registered and regulated had been contained in different Ordinances from those under which the company is registered as a limited company.
Power of
59. An unlimited company having a share capital may, by its resolution for registration as a limited company in unlimited pursuance of this Act, do either or both of the following company to things, namely:-
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provide for reserve share
Ib. s. 58.
(4) Increase the nominal amount of its share capital expital on re-
by increasing the nominal amount of each of registration. its shares, but subject to the condition that no part of the increased capital shall be capable of being called up except in the event and for the purposes of the company being wound up; (b) Provide that a specified portion of its uncalled share capital shall not be capable of being called up except in the event and for the purposes of the company being wound up.
Reserve Liability of Limited Company.
company,
60. A limited company may by special resolution deter- Reserve mine that any portion of its share capital which has not liability been already called up shall not be capable of being called of limited up, except in the event and for the purposes of the company 16. s. 55. being wound up, and thereupon that portion of its share capital shall not be capable of being called up except in the event and for the purposes aforesaid.
Unlimited Liability of Directors.
61.-(1) In a limited company the liability of the Limited directors or managers, or of the managing director, may, if company so provided by the memorandum, be unlimited.
may have directors
liability. Ib. s. 60.
(2) In a limited company in which the liability of a with director or manager is unlimited, the directors or managers unlimited of the company (if any), and the member who proposes a person for election or appointment to the office of director or manager, shall add to that proposal a statement that the liability of the person holding that office will be unlimited, and the promoters, directors, managers, and secretary (if any) of the company, or one of them, shall, before the person accepts the office or acts therein, give him notice in writing that his liability will be unlimited.
(3) If any director, manager, or proposer makes default in adding such a statement, or if any promoter, director, manager, or secretary makes default in giving such a notice, he shall be liable to a fine not exceeding one thousand