264
THE HONGKONG GOVERNMENT GAZETTE, 26TH MAY, 1877.
GOVERNMENT NOTIFICATION.
The following Bill, which was read a first time at a Meeting of the Legislative Council held on Wednesday, the 23rd day of May, 1877, is published for general information.
By Command,
Council Chamber, Hongkong, 23rd May, 1877.
Title.
Preamble.
Ordinance
No. 4 of 1876 repealed.
Short title.
Ordinance to be construed as one with No. 1 of 1865.
[30 & 31 Vic, c. 131 s. 21.
Company may
An Ordinance enacted by the Governor of Hongkong, with the advice of the Legislative Council thereof, to amend "The Companies Ordinance, 1865," and to repeal Ordinance No. 4 of 1876.
[
"
1877.] HEREAS it is expedient to extend to all Companies W limited by shares and registered in the Colony the power of sub-dividing their shares, and to amend "The Com- panies Ordinance, 1865;" Be it enacted by the Governor of Hongkong, with the advice of the Legislative Council thereof, as follows:-
I. Ordinance No. 4 of 1876 is hereby repealed.
II. This Ordinance may be cited as "The Companies Ordinance,
1877."
III. "The Companies Ordinance, 1865" is hereinafter referred to as "The Principal Ordinance;" and the principal Ordinance and this Ordinance are hereinafter distinguished as and may be cited as "The Companies Ordinances, 1805 and 1877;" and this Ordinance shall, so far as is consistent with the tenor thereof, be construed as one with the principal Ordinance; and the expres- sion "This Ordinance" in the principal Ordinance, and any ex- pression referring to the principal Ordinance, which occurs in any Ordinance, or other document, shall be construed to mean the principal Ordinance as amended by this Ordinance.
Unlimited Liability of Directors.
IV. Where after the commencement of this Ordinance a com- have directors pany is formed as a limited company under the principal Ordi- with unlimited nance, the liability of the directors or managers of such company, [sec. 4]. or the managing director, may, if so provided by the memoran-
dum of association, be unlimited.
liability.
Liability of director, past
and present, where liability is unlimited.
[sec. 5].
Director with
V. The following modifications shall be made in the thirty- seventh section of the principal Ordinance, with respect to the contributions to be required in the event of the winding-up of a limited company under the principal Ordinance, from any director or manager whose liability is, in pursuance of this Ordinance, unlimited:
(1.) Subject to the provisions hereinafter contained, any such director or manager, whether past or present, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to contribute as if he were at the date of the commencement of such winding-up a member of an unlimited company.
H. E. WODEHOUSE, Clerk of Councils.
(2.) No contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of the winding-up shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company.
(3.) No contribution required from any past director or manager in respect of any debt or liability of the com- pany contracted after the time at which he ceased to hold such office shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company.
(4.) Subject to the provisions contained in the regulations of the company no contribution required from any di- rector or manager shall exceed the amount (if any) which he is liable to contribute as an ordinary member, unless the court deems it necessary to require such contribution in order to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of the winding-up.
VI. In the event of the winding-up of any limited company, unlimited the court, if it think fit, may make to any director or manager of liability may have set-off as such company, whose liability is unlimited, the same allowance under s. 98 of by way of set-off as under the ninety-eighth section of the No. 1 of 1865. principal Ordinance it may make to a contributory where the [sec, G]. company is not limited.