470
THE HONGKONG GOVERNMENT GAZETTE, 26TH MAY, 1877.
Contributory when not
qualified to present winding-up petition.
[30 & 31 Vic. c. 131 s. 40].
Not to em-
nies to alter
XL. No contributory of a company under the principal Ordinance shall be capable of presenting a petition for winding- up such company unless the members of the company are reduced in number to less than seven, or unless the shares in respect of which he is a contributory, or some of them, either were origi- nally allotted to him, or liave been held by him, and registered in his name, for a period of at least six months during the eighteen months previously to the commencement of the winding-up, or have devolved upon him through the death of a former holder:
Provided that where a share has, during the whole or any part of the six mouths, been held by or registered in the name of the wife of a contributory either before or after her marriage, or by or in the name of any trustee or trustees for such wife, or for the contributory, such share shall, for the purposes of this section, be deemed to have been held by and registered in the name of the contributory.
XLI. Nothing in this Ordinance contained shall empower power compa- any company to alter any provision contained in any Ordinance relating to the company; or, without the sanction of the Governor, any Ordinance to alter any provision contained in any Letters Patent relating to
the company.
provisions of
or Letters
Patcut.
[sec. 47].
The following was the Statement of Objects and Reasons attached
"to the Ordinance as originally introduced:—
This Ordinance is introduced to confer on all companies limited by shares and registered in the Colony the power of subdividing their shares partially granted by Ordinance No. 4 of 1870. The present Ordinance therefore proposes to repeal No. 4 of 1876, to enact a more general measure founded on the English Act of 1867, and to amend "The Companies Ordinance, 1885."
Section XXXVIII is adopted from a short Imperial Act passed in 1870, for facilitating compromises and arrangements between the liquidators and creditors of companies that are being wound- up, and is introduced in order to place Colonial companies upon the same footing as companies formed and worked under the English statutes.
Several sections of the Act of 1807 have been omitted, which, as dealing with the county courts, have no application in the Colony. Section XXXIX is also omitted, as it appears to be scarcely necessary, having regard to the circumstances of the Colony. The rest of the Act has been included in this Ordinance without change, except by inserting the word "hereafter" in section XXXVI so as to avoid any appearance of dealing with contracts that may have been made before the passing of the Ordinance.
The Ordinance has the following objects in view :-
(a.) Enabling companies to be constituted, if so desired, with limited liability in the members, and unlimited liability in the directors. Sections IV to VIII. (b.) Enabling companies to reduce their capital.
IX to XIX.
Sections
(c.) Enabling companies to subdivide their shares. Sections
XX and XXI.
(d.) Enabling associations formed for any useful object, which does not involve the payment of a dividend to the members, to register themselves as limited companies, without annexing the word "limited" to their names. Section XXII.
(e.) Enabling companies to issue preference shares, and re- quiring all shares to be paid for in cash, unless issued under a registered contract. Sections XXIII and XXIV.
(f.) Enabling aansferor of shares to enforce a registry of
the transfer. Section XXV.
(9.) Enabling warrants for fully paid up shares or stock to
be issued to bearer. Sections XXVI to XXXV. (h.) Defining the node in which contracts by a company are
to be executed. Section XXXVI.
(i.) Requiring a general meeting of a company to be held within four months after registration. Section XXXVII. (j) Facilitating compromises between companies that are being wound-up, and their creditors. Section XXXVIII. (k.) Placing a restriction on persons buying shares for the purpose of enabling them to petition for the winding-up of a company. Section XXXIX.
Hongkong, 21st September, 1876.
J. RUSSELL, Acting Attorney General.
The only alterations that have been made in the present Ordi- nance are the alterations suggested by the Secretary of State for the Colonies, and are as follows:-