A. 17, 1858.]
The Hongkong Government Gazette.
3
Applications of Pe-
LVII. The Justices or Sheriff imposing any Penalty under this Act may direct the whole or any thereof to be applied in or towards Payment of the Costs of the Proceedings, or in or towards the nalties. ading the Person upon those whose Information or at whose Suit such Penalty has been recovered; subject to such Direction, all Penalties shall be paid into the Receipt of Her Majesty's Exchequer, ch Manner as the Treasury may direct, and shall be carried to and form Part of the Consoli.ated I of the United Kingdom.
Application of Part
LIX. The Provisions of this Act relating to the Winding-up of Companies shall apply to all Com-
registered under this Act, and to all Companies registered under the Act passed in the Eighth Year III of Act, Reign of Her present Majesty, Chapter One hundred and ten, and intituled An Act for the Regis- A. Invorporation, and Regulation of Joint Stock Companies from and after the Date at which they obtained Registration under this Act in manner herein-after mentioned, but not any other Companies. LX. The Expression "the Court," as used in the Third Part of this Act, shall mean the following Definition of "the Ahorities; (that is to say,)
+
In the Case of a Company engaged in working any Mine within and subject to the Jurisdiction of the
Stannaries,the Court of the Vice-Warden of the Stannaries:
In the Case of a Limited Company registered in England that is not engaged in working any such Mine as aforesaid, the Court of Bankruptcy having Jurisdiction in the Place in which the registered Office of the Company is situate:
In the Case of a Limited Company registered in Ireland, whose registered nominal Capital does not
exceed Five thousand Pounds, the Commissioners of Bankrupt in Ireland.
In all Cases not herein-before provided for, the Court shall mean as respects Companies registered in England the High Court of Chancery of England, as respects Companies registered in Scotland the Court of Session in either Division thereof, and as respects Companies registered in Ireland the Court of Chancery of Ireland.
And any Court to which Jurisdiction is given by the Third Part of this Act, not being the Court of· incery or the Court of Session, shall, in addition to its ordinary Powers, have the same Power of enforcing y Orders made by it in pursuance of this Act, if in England, as the Court of Chancery has, if in Ireland, the Court of Chancery in Ireland has, in relation to Matters within the Jurisdiction of such Courts pectively,
Court."
Liability of present
I.XI. In the event of any Company being wound-up by the Court or voluntarily, the existing Share ders shall be liable to contribute to the Assets of the Company to an Amount sufficient to pay the Shareholders in respect bts of the Company, and the Costs, Charges, and Expenses of winding-up the same, with this Quali- of Debts. 6ation, that if the Company is limited no Contribution shall be required from any Shareholder exceeding
Amount, if any, unpaid on the Shares held by him.
LXII. In the event of any Company other than a Limited Company being wound-up by the Court
•roluntarily, any Person who has ceased to be a Shareholder within the Period of Three Years prior to Shareholders in a Com- Liability of former Commencement of the Winding-up shall be deemed, for the Purposes of Contribution towards Pay-pany other than nt of the Debts of the Company, and the Costs, Charges, and Expenses of winding-up the same, to be Limited Company with existing Shareholder, and shall have in all respects the same Rights, and be subject to the same Lia-pect to Debts. ties to Creditors, as if he had not so ceased to be a Shareholder, with this Exception, that he shall not De Hable in respect of any Debt of the Company contracted after the Time at which he ceased to be a Mareholder.
LXIII. In the event of any Limited Company being wound-up by the Court or voluntarily, any l'erson who has ceased to be a Holder of any Share or Shares within the Period of One Year prior to the Shareholders in a Li- Liability of former Commencement of the Winding-up shall be deemed, for the Purposes of Contribution towards Payment mited Company with
the Debts of the Company, and the Costs, Charges and Expenses of winding-up the same, to be an respect to Debts. eting Holder of such Share or Shares, and shall have in all respects the same Rights and be subject to the same Liabilities to Creditors as if he had not so ceased to be a Shareholder,
LXIV, The Winding-up shall, if the Company is wound-up by the Court, be deemed to commence Commencement the Time of the Presentation of such Petition as is herein-after required to be presented to the Court, Winding-up of Com
if the Company is wound-up voluntarily, be deemed to commence at the Time of the passing of the Resolution authorizing such Winding-up.
pany defined.
of
Definition of "Con-
LXV. Any existing or former Shareholder upon whom Calls are authorized to be made by the Third Part of this Act is herein-after called "a Contributory," and the Representatives of any deceased Contributory," and legal butory shall be liable in a due Course of Administration to the same Extent as such Contributory would character of his Li- thable under the Third Part of this Act, if alive.
ability.
LXVI. For the Purpose of ascertaining the Liability of existing and former Shareholders as be- tween themselves, the following Rule shall be adopted; (that is to say,)
(1) In the Case of a Company other than a Limited Company every Transferree of Shares shall, in a Degree proportioned to the Shares transferred, indemnify the Transferror against all exist- ing and future Debts of the Company :
(2.) In the Case of a Limited Company every Transferree shall indemnify the Transferror against
all Calls made or accrued due on the Shares transferred subsequently to the Transfer.
Rights of Contribu- torics between them. selves.
LXVII. A Company may be wound-up by the Court under the following Circumstances; (that is Circumstances under to say,)
which Company may
(1.) Whenever the Company in General Meeting has passed a Special Resolution requiring the be wound-up by Court.
Company to be wound-up by the Court:
(2.) Whenever the Company does not commence its Business within a Year from its Incorporation,
or suspends its Business for the Space of a whole Year:
(3) Whenever the Shareholders are reduced in Number to less than Seven:
(4.) Whenever the Company is unable to pay its Debts:
(5.) Whenever Three Fourths of the Capital of the Company have been lost or become unavailable.
LXVIII. A Company shall be deemed to be unable to pay its Debts,
Company when
(1.) Whenever a Creditor to whom the Company is indebted in a Sum exceeding Fifty Pounds then deemed unable to pay
due has served on the Company, by leaving the same at their registered Office, a Demand its Debts. under his Hand requiring the Company to pay the Sum so due, and the Company have for the Space of Three Weeks succeeding the Service of such Demand neglected to pay such Sum, or to secure or compound for the same to the Satisfaction of the Creditor:
(2.) Whenever, in England and Ireland, Execution issued on a Judgment, Decree, or Order obtained in any Court in favour of any Creditor in any Suit or other legal Proceeding instituted by such Creditor against the Company is returned unsatisfied, in whole or in part, by the Sheriff of the County in which the registered Office of the Company is situate:
(3) Whenever, in Scotland, the Induciæ of a Charge for Payment on an Extract Decree, or an Extract registered Bond, or an Extract registered Protest, have expired without Payment being made.
LXIX. Any Application for the winding-up of a Company shall be by Petition, and there shall Application for ed or lodged at the Time when such Petition is presented an Affidavit verifying the same: Such-up to be by tion may, in Cases where the Company is unable to pay its Debts, be presented either by a Creditor Petition.
Contributory, but where any other Ground is alleged for winding-up the Company, a Contributory alone
* entitled to present the Petition.