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At the same time provision is made for the establish- ment of a Register of companies at Shanghai, where all documents relating to China companies will be tiled and fees paid.
The opportunity has also been taken of making certain minor amendments in the law which are desirable. These will be referred to specifically below.
Clause 1 is formal.
Clanse 2 contains definitions, the definition of "China Company "Hongkong China Company", and "British Company", being taken from the Order-in-Council. The I mesclature of the Order-in-Council has been departed from in one respect, namely, in substituting the term "The Companies Ordinances" for the term "The Ordinance".
Clanse 3 proposes to establish a Register at Shanghai and provides that all acts done by or before the Registrar at Shanghai shall be of the same validity as if they had been done by or before the Registrar of Companies in Hongkong. It also directs that all documents required by the Companies Ordinance to be filed with the Registrar of Companies shall in the case of a China Company be filed with the Registrar at Shanghai, and that a copy of all such documents shall in the case of a Hongkong China Com- pany, as defined in the Bill, be filed with the Registrar at Shanghai. It also provides that all fees which a company is required to pay to the Registrar of Companies shall in the case of a China Company be paid to the Registrar at Shanghai.
Clause 4 deals with the question of transfer from oue Register to another, either on notice by the company concerned or on the motion of one of the two Registrars, and provides for an appeal to the Supreme Court from any order of transfer.
Sub-clause (6) of this clause is inserted in order to bring the notices referred to within the terms of the Table of Fees in the First Schedule to the Companies Ordinance, 1911.
Clause 5 is complementary to corresponding provisious in the Order-in-Council, and the two sets of clauses taken together are intended to make the Supreme Court of Hongkong and the Supreme Court for China of concurrent jurisdiction, and auxiliary to each other, in all matters relating to a Hongkong Company, as defined in the Bill. The clause also empowers the Supreme Court of Hong- kong to enforce orders of the Supreme Court for China in all matters relating to China Companies.
Clause 6 enacts certain amendments in the Companies Ordinance, 1911. Most of these are self explanatory and are necessitated by the new order of things introduced by the Order-in-Council. The others are shortly referred to below.
Sub-clause (1) of clause 6 repeals a clause which will not be necessary when the Supreme Court and the Supreme Court for China are auxiliary to each other.
Sub-clause (2) of clause 6 repeals three sub-clauses which are unnecessary,
notice of the situation of the registered office being sufficiently, and more suitably, dealt Witi in section 63 of the Companies Ordinance, 1913. There is no precedent in the Companies (Consolidation) Act, 1908, for these three sub-clauses.
Sub-clause (3) of clause 6 is intended to prevent the improper use of the word "British" in the names of companies. The proviso is added because all China Companies will have a real and substantial British charac-
ter.
Sub-clause (6) of clause 6 is intended to assist in mark- ing the distinction between China Companies and other limited companies, established under the law of a foreign state, which are not subject to British control in China.
Sub-clause (7) of clause 6 is intended to correct a slight error which crept into the Companies Amendment Ordi- nance, 1913.
This point is further dealt with in clause 8 (1).
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