344
THE HONGKONG GOVERNMENT GAZETTE, 28TH AUGUST, 1875.
Company may have directors
Unlimited Liability of Directors.
III. Where after the commencement of this Ordinance a com- with unlimited pany is formed as a limited company under the principal Ordi- liability. nance, the liability of the directors or managers of such company, or the managing director, may, if so provided by the memoran- dum of association, be unlimited.
[sec. 4].
Liability of
IV. The following modifications shall be made in the thirty- director, past seventh section of the principal Ordinance, with respect to the con- where liability tributions to be required in the event of the winding-up of a is unlimited." limited company under the principal Ordinance, from any director [sec. 5]. or manager whose liability is, in pursuance of this Ordinance, un-
and present,
limited:
(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 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..
Director with V. 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 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.
have set-off as
Notice to be given to
director on his
election that his liability will be unlimited. [sec. 7],
Existing
limited com-
pany may, by
tion,make liability of directors unlimited. [sec. 8].
VI. In any limited company in which, in pursuance of this Ordinance, the liability of a director or manager is unlimited, the directors or managers 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.
VII. Any limited company under the principal Ordinance, whether formed before or after the commencement of this Ordi- special resolu- nance, may, by a special resolution, if authorised 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-
Power to company to
reduce capital. [sec. 9].
ingly.
Reduction of Capital and Shares.
VIII. Any company limited by shares may, by special resolu- tion, so far modify the conditions contained in its memorandum of association, if authorised 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