THE HONGKONG GOVERNMENT GAZETTE, 23RD SEPTEMBER, 1876.
V. The following modifications shall be made in the thirty- Liability of seventh section of the principal Ordinance, with respect to the director, past contributions to be required in the event of the winding-up of a and present,
where liability limited company under the principal Ordinance, from any director is unlimited. or manager whose liability is, in pursuance of this Ordinance, [sec. 5).
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.
(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 annount (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.
Director with
liability may
VI. In the event of the winding-up of any limited company, the court, if it think fit, may make to any director or manager ofy unlimited such company, whose liability is unlimited, the same allowance have set-off as by way of set-off as under the ninety-eighth section of the under s. 98 of principal Ordinance it may make to a contributory where the No. 1 of 1865. company is not limited.
[sec, 6].
director on his
VII. In any limited company in which, in pursuance of this Notice to be Ordinance, the liability of a director or manager is unlimited, given to the directors or managers of the company (if any), and the mem- election that ber who proposes any person for election or appointment to such his liability office, shall add to such proposal a statement that the liability of will be the person holding such office will be unlimited, and the promoters, unlimited. directors, managers, and secretary (if any) of such company, or [sec. 7]. 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.
tion, make
VIII. Any limited company under the principal Ordinance, Existing whether formed before or after the commencement of this Ordi- limited com- nance, may, by a special resolution, if authorised so to do by its pany may, by regulations, as originally framed, or as altered by special resolu- special resolu tion, from time to time modify the conditions contained in its liability of memorandum of association so far as to render uulimited the directors liability of its directors or managers, or of the managing director; unlimited. and such special resolution shall be of the same validity as if it [sec. 8]. 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- Power to tion, so far modify the conditions contained in its memorandum company to of association, if authorised so to do by its regulations as originally
reduce capital.. [sec. 9]. 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 mentioned.
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