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THE HONGKONG GOVERNMENT GAZETTE, 3RD SEPTEMBER, 1881. ·
Ordinance not to apply to Banks.
Ordinance to be construed with the Com panies Ordi- nances 1865, 1866 and 1967.
Registration anew of Com- pany with limited liability.
Reserve Capital of Company how provided.
Application of the Companies Ordinance 1885, the Com- panies Ordi-
anee 1866 and the Companies Ordinance 1877.
Privileges of Ordinance available not- withstanding Constitution
of Company.
[L.S.]
J. POPE HENNESSY, Governor and Commander-in-Chief.
No. 14 OF 1881.
An Ordinance enacted by the Governor of Hong- kong, with the advice of the Legislative Council thereof, entitled the "Companies Ordinance, 1881."
BE
[29th August, 1881.]
E it enacted by the Governor of Hongkong, with the advice of the Legislative Council thereof, as follows:-
I. This Ordinance shall not apply to Banking Companies.
II. This Ordinance shall so far as is consistent with the tenor thereof be construed as one with the Companies. Ordinance, 1865, the Companies Ordinance, 1866, and the Companies Ordinance, 1877, and those Ordinances together with this Ordinance may be referred to as the Companies Ordinances 1865 to 1881.
III. Subject as in this Ordinance mentioned any Com- pany registered before or after the passing of this Ordinance as an unlimited Company may register under the Companies Ordinances 1865 to 1881 as a limited Company, or any Company already registered as a limited Company may re-register under the provisions of this Ordinance.
The registration of an unlimited Company as a limited Company in pursuance of this Ordinance shall not affect or prejudice any debts, liabilities, obligations or contracts incurred or entered into by, to, with, or on behalf of such Company, prior to such registration as aforesaid, and such debts, liabilities, contracts and obligations may be enforced in manner provided by The Companies Ordinance, 1866, in the case of a Company registering in pursuance of that Ordinance or otherwise.
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IV. An unlimited Company may by the resolution passed by the members when assenting to registration as limited Company under the Companies Ordinances 1865 to 1880, and for the purpose of such registration or otherwise increase the nominal amount of its capital by increasing the nominal amount of each of its shares.
Provided that no part of such increased capital shall be capable of being called up, except in the event of and for the purposes of the Company being wound up.
And, in cases where no such increase of nominal capital may be resolved upon, an unlimited Company may, by such resolution as aforesaid, provide that a portion of its uncalled capital shall not be capable of being called up except in the event of and for the purposes of the Company being wound up.
A limited Company may by a special resolution declare that any portion of its capital which has not been already called up shall not be capable of being called up except in the event of and for the purposes of the Company being wound up, and thereupon such portion of capital shall not be capable of being called up, except in the event of and for the purpose of the Company being wound up.
V. On the registration, in pursuance of this Ordinance, of a Company which has been already registered, the Registrar shall make provision for closing the former regis- tration 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 registration of the Company; but, save as aforesaid, the registration of such a Company shall take place in the same manner, and have the same effect as if it were the first registration of that Company under the Companies Ordinances 1865 to 1880, and as if the provisions of the Ordinance 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.
VI. A Company authorized to register under this Ordi- nance may register thereunder, and avail itself of the privileges conferred by this Ordinance, notwithstanding any provisions contained in any Ordinance, deed of settle- ment, or contract of co-partnery, constituting or regulating the Company.
Passed the Legislative Council of Hongkong, this 29th day of August, 1881.
ARATHOON SETH, Acting Clerk of Councils.
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