XL. Nothing in this Ordinance contained shall empower any company to alter any provision contained in any Ordinance relating to the company; or, without the sanction of the Governor, to alter any provision contained in any Letters Patent relating to the company.
XLI. This Ordinance shall commence and take effect on a day to be hereafter proclaimed by the Governor.
Statement of Objects and Reasons.
This Ordinance is introduced to confer on all companies limited by shares and registered in the Colony the power of subdividing their shares partially granted by Ordinance No. 4 of 1876. The present Ordinance therefore proposes to repeal No. 4 of 1876, to enact a more general measure founded on the English Act of 1867, and to amend The Companies Ordinance, 1865.
Section XXXVIII is adopted from a short Imperial Act passed in 1870, for facilitating compromises and arrangements between the liquidators and creditors of companies that are being wound-up, and is introduced in order to place Colonial companies upon the same footing as companies formed and worked under the English statutes.
Several sections of the Act of 1867 have been omitted, which, as dealing with the county courts, have no application in the Colony. Section XXXIX is also omitted, as it appears to be scarcely necessary, having regard to the circumstances of the Colony. The rest of the Act has been included in this Ordinance without change, except by inserting the word "hereafter" in section XXXVI so as to avoid any appearance of dealing with contracts that may have been made before the passing of the Ordinance.
The Ordinance has the following objects in view:
(a) Enabling companies to be constituted, if so desired, with limited liability in the members, and unlimited liability in the directors. Sections IV to VIII.
(b) Enabling companies to reduce their capital. Sections IX to XIX.
(c) Enabling companies to subdivide their shares. Sections XX and XXI.
(d) Enabling associations formed for any useful object, which does not involve the payment of a dividend to the members, to register themselves as limited companies, without annexing the word "limited" to their names. Section XXII.
(e) Enabling companies to issue preference shares, and requiring all shares to be paid for in cash, unless issued under a registered contract. Sections XXIII and XXIV.
(f) Enabling a transferor of shares to enforce a registry of the transfer. Section XXV.
(g) Enabling warrants for fully paid up shares or stock to be issued to bearer. Sections XXVI to XXXV.
(h) Defining the mode in which contracts by a company are to be executed. Section XXXVI.
(i) Requiring a general meeting of a company to be held within four months after registration. Section XXXVII.
(j) Facilitating compromises between companies that are being wound-up, and their creditors. Section XXXVIII.
(k) Placing a restriction on persons buying shares for the purpose of enabling them to petition for the winding-up of a company. Section XXXIX.
Hongkong, 21st September, 1876.
J. RUSSELL, Acting Attorney General.
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