1014
THE HONGKONG GOVERNMENT GAZETTE, 11TH OCTOBER, 1890.
Power for company to alter memo- randum subject to confirmation by Court.
(30 and 31 Vict. c. 131 s. 11.)
Application to be made by petition.
Power to dispense with notice.
Circumstances
under which proposed
alteration
may be
confirmed.
Costs.
Registration of order together with meruoraudum as altered or Eubstituted memorandum and articles and
consequences thereof.
A BILL
ENTITLED
An Ordinance to give further Powers to Companies with respect to the Alteration of their Memoranda of Association.
BE it enacted by the Governor of Hongkong, with the
advice and consent of the Legislative Council thereof, as follows :-
1. (1.) Subject to the provisions of this Ordinance, a company registered under The Companies Acts, 1865 to 1886, may, by special resolution, alter the provisions of its memorandum of association or deed of settlement with respect to the objects of the company, or may alter the form of its constitution by substituting a memorandum and articles of association for. a deed of settlement, but the alteration shall not take effect until it has been confirmed by the Court.
(2.) Before confirming the alteration the Court must be satisfied-
(a.) that sufficient notice has been given to every holder of debentures or debenture stock charged on the undertaking of the company, and any persons or class of persons whose interests will, in the opinion of the Court, be directly affected by the proposed alterations; and (6.) that, with respect to every creditor who in the opinion of the Court is entitled to object, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Court.
(3.) An order confirming the alteration may be made on such terms and subject to such conditions as to the Court seems fit.
(4.) The Court shall, in exercising its discretion under. this Ordinance, have regard to the rights and interests of the members of the company, or of any class of those members, as well as to the rights and interests of the creditors, and the Court may, if it thinks fit, order that any members dissenting from the resolution be paid off, and that their names be removed from the register of members.
2. Any application to the Court under this Ordinance shall be by petition.
3. The Court may, if it thinks fit, on special grounds dispense with any notice required to be given by this Ordinance.
4. The Court may confirm the proposed alteration with respect to the objects of the company if it appears that the alteration is required in order to enable the company-
(a.) to carry on its business more economically or
more efficiently;
or
(b.) to attain its main purpose by new or improved
ineans; or
(c.) to enlarge or change the local area of its
operations; or
(d) to carry on some business or businesses which under existing circumstances may conveniently or advantageously be combined with the business of the company;
or in any similar or analogous case where the Court thinks it reasonable and proper that the alteration should be confirmed.
5. The Court may, in any proceedings under this Ordinance, make suchi order as to costs as it deems fit.
6. Where a company shall have altered the provisions of its memorandum of association or deed of settlement with respect to the objects of the company, or shall have altered the form of its constitution by substituting a memorandum and articles of association for a deed of settlement, and such alteration shall have been confirmed by the court, an office.copy of the order confirming such alteration, together with a printed copy of the memorandum of association or deed of settlement so altered, or together