THE HONGKONG GOVERNMENT GAZETTE, 18TH MARCH, 1865.
(2.) In any Colony, Island, Plantation or l'lace under the Dominion of IIer Majesty, before any Court, Judge or Person lawfully authorized to take and receive Affidavits, Declarations or Affirmations.
(3.) In any Foreign Parts out of Her Majesty's Dominions before a Judge or Magistrate, his Signature being authenticated by the Official Seal of the Court to which he is attached, or by a Public Notary, or before a British Minister, Consul or Vice-Consul.
Voluntary Winding-up of Company.
CXVIII. A Company under this Ordinance may be wound up voluntarily,
121
Circumstances un- der which Company may be wound up
(1.) Whenever the Period, if any, fixed for the Duration of the Company by the voluntarily.
Articles of Association expires, or whenever the Event, if any, occurs, upon the Occurrence of which it is provided by the Articles of Association that the Company is to be dissolved, and the Company in General Meeting has passed a Resolution requiring the Company to be wound up voluntarily: (2.) Whenever the Company has passed a Special Resolution requiring the Com-
pany to be wound up voluntarily :
(3.) Whenever the Company has passed an Extraordinary Resolution to the Effect that it has been proved to their Satisfaction that the Company cannot by reason of its Liabilities continue its Business, and that it is advisable to wind up the same:
For the Purposes of this Ordinance any Resolution shall be deemed to be extraordinary which is passed in such Manner as would, if it had been confirmed by a subsequent Meeting, have constituted a Special Resolution, as hereinbefore defined.
CXIX. A voluntary Winding-up shall be deemed to commence at the Time of the Commencement of passing of the Resolution authorizing such Winding-up.
CXX. Whenever a Company is wound up voluntarily the Company shall, from the Date of the Commencement of such Winding-up, cease to carry on its Business, except in so far as may be required for the beneficial Winding-up thereof, and all Transfers of Shares except Transfers made to or with the Sanction of the Liquidators, Alteration in the Status of the Members of the Company taking place after the Commencement of such Winding-up shall be void, but its Corporate State and all its Corporate Powers shall, notwithstanding it is otherwise provided by its Regulations, continue until the Affairs of the Company are wound up.
voluntary Winding-
up.
Effect of Voluntary winding-up on Status
of Company.
wind-up voluntarily.
CXXI. Notice of any Special Resolution or Extraordinary Resolution passed for Notice of Resolution to winding-up a Company voluntarily shall be given by Advertisement in the Hongkong Government Gazette.
Consequence of
CXXII. The following Consequences shall ensue upon the voluntary Winding-up voluntary Winding of a Company:
(1.) The Property of the Company shall be applied in satisfaction of its Liabilities pari passu, and, subject thereto, shall, unless it be otherwise provided by the Regulations of the Company, be distributed amongst the Members according to their Rights and Interest in the Company:
(2.) Liquidators shall be appointed for the Purpose of winding-up the Affairs of
the Company and distributing the Property:
(3.) The Company in General Meeting_shall appoint such Persons or Person as it thinks fit to be Liquidators or a Liquidator, and may fix the Remuneration to be paid to them or him:
(4.) If One Person only is appointed, all the Provisions herein contained in re-
ference to several Liquidators shall apply to him:
(5.) Upon the Appointment of the Liquidators all the Power of the Directors shall cease, except in so far as the Company in General Meeting or the Li- quidators may sanction the Continuance of such Powers:
up.