THE HONGKONG GOVERNMENT GAZETTE, 27TH NOVEMBER, 1886.
A BILL
ENTITLED
An Ordinance to amend the Companies Ordinances 1865 to 1886.
it desirable that certain
Acts
amending the law relating to joint Stock Com- panies should be introduced into the Colony: Be it enacted by the Governor of Hongkong, with the advice of the Legislative Council thereof, as follows:-
PART I. Preliminary.
1. This Ordinance may be cited for all purposes as The Companies Ordinance, 1886 and shall so far as is consistent with the tenor thereof be construed as one with the Companies Ordinances 1865 to 1881 and all Ordinances amending the same and the said Ordinances and this Ordi- nance may be referred to as the Companies Ordinances 1865 to 1886.
PART II.
Joint Stock Companies Arrangement.
2. Where any compromise or arrangement shall be proposed between a company which is, at the time of the passing of this Ordinance or afterwards, in the course of being wound up, either voluntarily or by or under the supervision of the Supreme Court, under the Companies Ordinances, 1865 to 1886 or any of them, and the creditors of such company, or any class of such creditors, it shall be lawful for the Court, in addition to any other of its powers, on the application in a summary way of any creditor or the liquidator, to order that a meeting of such creditors or class of creditors shall be summoned in such manner as the Court shall direct, and if a majority in number repre- senting three fourths in value of such creditors or class of creditors present either in person or by proxy at such meeting shall agree to any arrangement or compromise, such arrangement or compromise shall, if sanctioned by an order of the Court, be binding on all such creditors or class of creditors, as the case may be, and also on the liquidator and contributories of the said company.
3. The word "company" in the last section shall mean any company liable to be wound up under The Com- panies Ordinance, 1865.
PART III.
"Reduction of Capital.
4. The word "capital" as used in the Companies Ordi- nance, 1877, shall include paid up capital; and the power to reduce capital conferred by that Ordinance shall include a power to cancel any lost capital, or any capital unre- presented by available assets or to pay off any capital which may be in excess of the wants of the company; and paid up capital may be reduced either with or without extin- guishing or reducing the liability (if any) remaining on the shares of the company and to the extent to which such liability is not extinguished or reduced, it shall be deemed to be preserved, notwithstanding any thing contained in the Companies Ordinance, 1877.
5. The provisions of the Companies Ordinance, 1877, as amended by this Ordinance, shall apply to any company reducing its capital in pursuance of this Ordinance and of the Companies Ordinance, 1877, as amended by this Ordinance: Provided that where the reduction of the capital of a company does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid up capital,
(1.) The creditors of the company shall not unless herwise direct, be entitled to object or
onsent to the reduction; and
the C reque
(2.) It sh
De necessary before the presentation of the nation for confirming the reduction to add, and the Court may, if it thinks it expedient so to do, dispense altogether with the addition of the words "and reduced as mentioned in the Companies Ordinance, 1877.
In any case that the Court thinks fit so to do, it may require the company to publish in such manner as it thinks fit the reasons for the reduction of its capital or such other information in regard to the reduction of its capital as the Court may think expedient with a view to give proper information to the public in relation to the reduction of its capital by a company, and, if the Court thinks fit, the causes which led to such reduction.
Short title and construction.
Where com- promise proposed, Court may order a meeting of creditors, &o., to decidé as to auch som-
promise. (33 & 34 V. c. 104, .
Interpretation [Ibid. e. 3.]
Construction
of " capital;" Power to reduce capital; (40 and 41, V. a. 26, s. 3.]
Application of Ordinance
No. 1 of 1877. [Ibid, n. 4.]
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