390
THE HONGKONG GOVERNMENT GAZETTE, 23RD SEPTEMBER, 1876.
Company to add "and reduced" to
its name for a limited period. [sec. 10].
Company to apply to the court for an order confirm-
X. The company shall, after the date of the passing of any special resolution for reducing its capital, add to its name, until such date as the court may fix, the words "and reduced," as the last words in its name, and those words shall, until such date, be deemed to be part of the name of the company within the mean- ing of the principal Ordinance.
XI. A company which has passed a special resolution for re- ducing its capital, may apply to the court by petition for an order 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.
Creditors may
XII. Where a company proposes to reduce its capital, every object to creditor of the company who, at the date fixed by the court, is reduction, and list of objecting
entitled to any debt or claim which, if that date were the com- creditors to be mencement of the winding-up of the company, would be admissi- settled by the ble in proof against the company, shall be entitled to object to the proposed reduction, and to be entered in the list of creditors who are so entitled to object.
court.
[sec. 13].
Court may dispense with
consent of creditor on
The court shall settle a list of such creditors, and for that purpose shall ascertain, as far as possible, without requiring an application from any creditor, the names of such creditors and the nature and amount of their debts or claims, and may publish notices fixing a certain day or days within which creditors of the company who are not entered on the list are to claim to be so entered or to be excluded from the right of objecting to the pro- posed reduction.
XIII. Where a creditor whose name is entered on the list of creditors, and whose debt or claim is not discharged or determined, does not consent to the proposed reduction, the court may (if it security being think fit) dispense with such consent on the company securing given for his
the payment of the debt or claim of such creditor by setting apart debt.
and appropriating in such manner as the court may direct, a sum [sec. 14].
of such amount as is hereinafter mentioned; that is to say:-
Order and
minute to be registered. [sec. 15].
Minute to form
randum of association. [sec. 16].
(1.) If the full amount of the debt or claim of the creditor is admitted by the company, or, though not admitted, is such as the company are willing to set apart and ap- propriate, then the full amount of the debt or claim shall be set apart and appropriated.
(2.) If the full amount of the debt or claim of the creditor is not admitted by the company, and is not such as the company are willing to set apart and appropriate, or if the amount is contingent or not ascertained, then the court may, if it think fit, inquire into and adjudicate apon the validity of such debt or claim, and the amount for which the company may be liable in respect thereof, in the same manner as if the company were being wound up by the court, and the amount fixed by the court on such inquiry and adjudication shall be set apart and appropriated.
XIV. The Registrar of Companies, upon the production to him of an order of the court confirming the reduction of the capital of a
and the delivery to him of a copy of the company, order and of a minute (approved by the court), showing with respect to the capital of the company, as altered by the order, the amount of such capital, the number of shares in which it is to be divided, and the amount of each share, shall register the order and minute, and on the registration the special resolution con- firmed by the order so registered shall take effect.
Notice of such registration shall be published in such manner as the court may direct.
The Registrar shall certify under his hand the registration of the order and minute, and his certificate shall be conclusive evidence that all the requisitions of this Ordinance with respect, to the reduction of capital have been complied with, and that the capital of the company is such as is stated in the minute.
XV. The minute, when registered, shall be deemed to be part of memo- substituted for the corresponding part of the memorandum of association of the company, and shall be of the same validity, and subject to the same alterations, as if it had been originally con- tained in the memorandum of association; and, subject, as in this Ordinance mentioned, no member of the company, whether past or present, shall be liable in respect of any share to any call or contribution exceeding in amount the difference (if any) between the amount which has been paid on such share and the amount of the share as fixed by the minute.