two
Section.
6
PART VII.
WINDING UP OF UNREGISTERED COMPANIES.
245. Meaning of unregistered company.
246, Winding up of unregistered companies,
247.
Contributorios in winding up of unregistered company.
248. Power of court to stay or restrain proceedings.
249.
250.
Actions stayed on winding-up order.
Directions as to property in certain cases. 251. Provisions of Part of Ordinance cumulative.
PART IX.
COMPANIES ESTABLISHED OUTSIDE THE COLONY,
252. Requirements as to companies established inside the Colony. 253. Power of companies incorported outside the Colony to hold
254.
lands.
PART X.
SUPPLEMENTAL
Legal Proceedings, Offences, &c. Prosecution of offences.
255. Applications of fines.
256. Costs in actions by certain limited companies. 257.
Power to strike off registor ou non payment of fine. 258. Power of court to grant relief in certain cases. 259. Penalty for false statement.
260. Penalty for improper use of word " Limited."
261. Interpretation.
Interpretation, &c.
Repeal of Ordinances and Transitional Provisions.
262. Repeal of Ordinances and savings.
263. Saving of peuding proceedings for winding up.
264. Saving of deeds.
265. Former registration offices, registers, official receivers, &c.
continued.
266. Saving for existing rules of procedure, &c.
267. Substitution of provisions of this Ordinance for provisions of
repealed Ordinances.
268. Saving for Life and Fire Insurance Companies Ordinances, 269. Commencement of Act,
SCHEDULES.
A BILL
ENTITI BO
Lai
fed
An Ordinance to consolidate and amend the
[Ordinance] relating to companies.
Be it enacted by the Governor of Hongkong, with the advice and consent of the Legislative Council thereof, as follows:-
1-() This Ordinance may be cited as the Companies Short title. Ordinance, 1911.
(2) This Ordinance applies to every company regis. Application. tered in this Colony either before or after the commence- ment of this Ordinance and untwithstanding that the whole or part of its business is or may be carried on else- where.
PART I.
CONSTITUTION AND INCORPORATION,
Prohibition of Large Partnerships.
2.-(1) No company, association, or partnership con- Prohibition sisting of more than Treat persons shall be formed after the of partner- commencement of this Ordinance for the purpose of carrying ships exceed-
ing certain on the business of banking, unless it is registered as a number. company under this Ordinance, or is formed in pursuance & Edw. 7 e. of some other Ordinance, or of letters patent,
(2) No company, association, or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any other business that has for its object the acquisition of gain by the company, association, or partnership, or by the individual members thereof, unless it is registered as a company under this Ordinance,
or of a Charter of in- or is formed in pursuance of some other Ordinance, [ ] or corporation
of letters patent.
69 s. 1.
Mode of forming in. corporated company.
1b. s. 2.
Memoran.
dum of company limited by shares.
Ib. a. 3.
Memoran. dom of company loited by guarantee.
Ib. 8. 4.
Memoran-
dum of unlimited
company.
* Edw. 7.
6 s. 5.
Jiemorandum of Association.
3. Any seven or more persons (or, where the com- pany to be formed will be a private company within the meaning of this Ordinance, any two ar associated for any lawful purpose may, by subscribing more persons) their names in a viemorandum of association and otherwise complying with the requirements of this Ordinance in respect of registration, form an incorporated company, with or without limited liability (that is to say), either-
(1) A company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the sharos respectively held by them (in this Ordinance termed a company limited by shares); or
(1) A company having the liability of its members limited by the memorauium to such amount as the members may respectively thereby under- take to contribute to the assets of the company in the event of its being wound up (in this Ordinance termed a company limited by guar- anteo); or
(1) A company not having any limit on the liability of its members (in this Ordinance tered an unlimited company).
4. In the case of a company limited by shares- (1) The memorandum must store-
(7) The name of the company, with "Limited "as
the last word in irs maine;
(ii) The address in the Colouy at which the regis-
tered office of the company is to be situate; proposed (iii) The objects of the company z
(in) That the liability of the members is limited;
(v) The amount of share capital with which the company proposes to be registered, and the division thereof inte shares of a fixed amount :
(2) No subscriber of the memorandum may take less than one share:
(3) Each subscriber must write opposite to his name the number of shares he takes.
5. In the case of a company limited by guarnittee ---
(1.) The memorandum must state--
The name of the company, with "Limited" as
the last word in its name;
(ii) The address in the Colony at which the regis-
tered office of the company is to be situate;
(i) The objects of the company;
(r) That the liability of the members is limited; (r) That each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he reases to be a member, and of the
costs, charges, and expenses of winding up, and for adjustment of the rights of the contribu tories among themselves, such amount as may he required, not exceeding a specified amount,
(2) If the company has a share capital--
(The memorandum must also state the amcant of share capital with which the company proposos to be registered and the division thereof into shares of a fixed amount;
() No subscriber of the memorandum may take
less than one share;
(i) Euch subscriber must write opposite to his
namic the number of shares he takes.
6. In the case of an unlimited company--
(1) The memorandum innst stats-
(1) The name of the company;
(i) The address in the Colony at which the registered office of the company is 10 be situate;
proposed
no
304