been laid down and reaffirmed in every Court in the Empire and its preservation intact and its application to every case is essential to the protection of shareholders.
This Hongkong Land Investment and Agency Company Limited was formed under the Limited Liability Acts in force in this Colony. They are a reproduction of the acts of the Imperial Parliament and under their authority. This company has its Memorandum and Articles of Association. The Memorandum sets out the objects for which it is formed and for which it alone exists and can act. They are: "The objects for which this company is formed are, from time to time, and at any time to do transact and carry on in the Colony of Hongkong and its dependencies (BUT NOT ELSEWHERE) all or any or either of the acts deeds matters and things hereinafter mentioned; that is to say"; and it enumerates them.
Every shareholder subscribed his money for that purpose and for that purpose alone and with the full assurance that the law protected him, even from himself, and forbade the use of his money for any other purpose; that no majority could alter the Memorandum; that all the members of the company assenting could not vary it; that nothing but reconstruction, by the dissolution of the old company and the formation of a new one for other purposes, could get rid of the Memorandum and of its limitations; that a majority might force on reconstruction, but, whether that was under the Acts or under a special act passed for the purpose, that he could not be forced to remain a member of the new organisation; he must be paid out and satisfied.
Hundreds