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THE HONGKONG GOVERNMENT GAZETTE, 23rd JUNE, 1877.
Director with
liability may
(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: (8.) 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 inanager 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 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. 6].
company is not limited.
Notice to be given to director on his
election that his liability will be unlimited, [sec. 7].
Existing limited com- pany may, by special resolu- tion, make liability of directors unlimited. [sec. 8].
Power to company to
reduce capital. [sec. 9].
Company to add "and
reduced" to
VII. In any limited company in which, in pursuance of this Ordinance, the ability of a director or manager is unlimited, the directors or anagers of the company (if any), and the mem- ber who proposes any person for election or appointment to such office, shall add to such proposal a statement that the liability of the person holding such office will be unlimited, and the promoters, directors, managers, and secretary (if any) of such company, or one of them, shall, before such person accepts such office or acts therein, give him notice in writing that his liability will be un- limited.
If any director, manager, or proposer make default in adding such statement, or if any promoter, director, manager, or secretary, make default in giving such notice, he shall be liable to a penalty not exceeding five hundred dollars, and shall also be liable for any damage which the person so elected or appointed may sustain from such default, but the liability of the person elected or ap- pointed shall not be affected by such default.
VIII. Any limited company under the principal Ordinance, whether formed before or after the commencement of this Ordi- nance, may, by a special resolution, if authorized so to do by its regulations, as originally framed-or as altered by special resolu- tion, from time to time modify the conditions contained in its memorandum of association so far as to render unlimited the liability of its directors or managers, or of the managing director; and such special resolution shall be of the same validity as if it had been originally contained in the memorandum of association, and a copy thereof shall be embodied in or annexed to every copy of the memorandum of association which is issued after the passing of the resolution, and any default in this respect shall be deemed to be a default in complying with the provisions of the fifty-third section of the principal Ordinance, and shall be punished accord- ingly.
Reduction of Capital and Shares.
IX. Any company limited by shares may, by special resolu- tion, so far modify the conditions contained in its memorandum of association, if authorized so to do by its regulations as originally framed or as altered by special resolution, as to reduce its capital; but no such resolution for reducing the capital of any company shall come into operation until an order of the court is registered by the Registrar of Companies, as is hereinafter mentioner.
X. The company shall, after the date of the passing of any special resolution for reducing its capital, add to its name, until its name for a such date as the court may fix, the words "and reduced," as the limited period. last words in its name, and those words shall, until such date, be [sec. 10]. deemed to be part of the name of the company within the mean-
ing of the principal Ordinance.
Company to apply to the court for an
XI. A company which has passed a special resolution for re- ducing its capital, may apply to the court by petition for an order order confirm confirming the reduction, and on the hearing of the petition--the ing reduction. court, if satisfied that with respect to every creditor of the com- [sec. 11]. pany who, under the provisions of this Ordinance, is entitled to object to the reduction, either his consent to the reduction has been obtained, or his debt or claim has been discharged or has determined, or has been secured as hereinafter provided, may make an order confirming the reduction on such terms and subject to such conditions as it deems fit.