THE HONGKONG GOVERNMENT GAZETTE, 24тH FEBRUARY, 1866.
An Ordinance to enable Companies existing at the time of the commencement of "The Companies Ordinance 1865," or thereafter formed under any other Ordinance or Letters Patent, to register under the said Ordinance.
Whereas it is expedient to extend the Provisions of "The Companies Ordinance 165" Be it enacted by His Excellency the Governor of Hongkong with the Advice of the Legislative Council thereof, as follows:-
I. This Ordinance may be cited for all purposes as "The Companies Ordinance 1866."
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Preamble.
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II. The following Regulations shall be observed with respect to the registration of Regulations as to Companies, in pursuance of this Ordinance (that is to say),-
Registration of Com- panies in pursuance of
1. No Company formed for the Purpose of carrying on the Business of Banking this Ordinance.
shall register in pursuance of this Ordinance.
2. No Company having the liability of its members limited by Ordinance or Letters Patent, and not being a Joint-stock Company as hereinafter defined, shall register in pursuance of this Ordinance.
3. No Company having the liability of its members, limited by Ordinance or by Letters Patent shall register in pursuance of this Ordinance as an unlimited Company, or as a Company limited by guarantee.
4. No Company that is not a Joint-stock Company as hereinafter defined, shall in
pursuance of this Ordinance register as a Company limited by Shares.
3. No Company shall register in pursuance of this Ordinance unless an assent to its so registering is given by a majority of such of its members as may be present, personally or by proxy, in cases where proxies are allowed by the regulations of the Company at some general meeting summoned for the purpose.
6. Where a Company not having the liability of its members limited by Ordinance or Letters Patent is about to register as a limited Company, the majority required to assent as aforesaid shall consist of not less than three-fourths of the members present, personally or by proxy, at such last mentioned general meeting. 7. Where a Company is about to register as a Company limited by guarantee the assent to its being so registered, shall be accompanied by a resolution declaring that each member undertakes to contribute to the assets of the Company, in the event of the same being wound up, during the time that he is a member, or within one year afterwards., for payment of the debts and liabilities of the Company contracted before the time at which he ceased to be a member, and of the costs, charges, and expenses of winding up the Company and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding a specified amount.
In computing any majority under this Section when a poll is demanded regard shall be had to the number of votes to which each member is entitled, according to the regulations of the Company of which he is a member,
III. With the above exceptions, and subject to the foregoing regulations, every Companies capable of Company existing at the time of the commencement of "The Companies Ordinance being registered. 1865,"consisting of seven or more members, and any Company thereafter formed in pursuance of any Ordinance other than "The Companies Ordinance 1865," or of Letters Patent or being otherwise duly constituted by Law, and consisting of seven or more members, may at any time hereafter register itself under The Companies Ordinance 1865," as an unlimited Company, or a Company limited by shafts, or a Company limited by guarantee; and no such registration shall be invalid by reason that it has taken place with a view to the Company being wound up.
IV. For the purposes of this Ordinance so far as the same relates to the description - finition of joint- f Companies empowered to register as Companies limited by shares; a Joint-stock stock Company, Company shall be deemed to be a Company having a permanent paid-up or nomital Capital of fixed amount, divided into shares, also of fixed amount, or held and transfer, able as
stock, or divided and held partly in one way and partly in the other, and formed the principle of having for its members the holders of shares in such Capital, or the holders of such stock, and no other persons; and such Company when registered with limited liability under "The Companies Ordinance 1865, shall be deemed to be a Company limited by shares.