of com- panies
>
1-4
32. A company may, on giving notice by advertisement Power in some newspaper cirenlating in the Colony, and in the to close case of a company with a local register also in some news. register.
* Edw. i c. paper circulating in the place where the local register is
60 & 31, kept, close the register of members for any time or times not exceeding in the whole thirty days in each year.
33,-(1) I-
Power of
court to
(a) the name of any person is, without sufficient rectify
cause, entered in or quitted from the register register. of members of a company; or
(b) default is made or unnecessary delay takes place in entering on the register the fact of any person having reased to be a member,
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
(2) The application may be made by motion in the court, or by application to a judge of the court sitting in chambers, or in such other manner as the court may direct; and the court may either refuse the application, or may onder rectification of the register, and payment by the company of any damages sustained by any party aggrieved.
(3) Ou any application under this section the court may decide any question relating to the title of any person who is a party to the application to have his une entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand and generally any decide any question necessary or expelieut to be decided for rectification of the register.
(4) In the case of a company required by this Ordinance to send a list of its members to the registrar of companies, the court, when making an order for rectification of the register, shall by its order direct notice of the rectification to be given to the registrar.
Jb. s. 32.
34. The register of members shall be primâ facie evidence Register to of any matters by this Ordinance directed or authorised to be evidence. be inserted therein.
Tb. 8. 33.
35.-(1) The registrar may subject to instruction Registrar from the Governor issue an annual licence, available way license for the period of one year, to any company whose companies to
keep local objects comprise the transaction of business outside the registers Colony, empowering such company, if it is authorized so to Ord. 20 of do by its regulations as originally framed or as altered by 1909 «. 2. special resolution, to keep in any place in which it transacts business a register or registers of members: Provided that a company applying for such licence must satisfy the re- gistrar by a statutory declaration to be filed with bin that a principal part of the business of the company is earried on at or near the place where it desires to keep such register.
Every such licence shall be valid only until the thirty-first day of December next following the date on which it is issued: Provided always that whore the period between the date of the issue of a licence and the thirty-first day of December next following is less than a year a proportionate part only of the fee in sub-section (2) shall be charged.
(2) An annual fee at the rate of four cents for every Ordinance 16 hundred dollars of the paid up capital of the company to of 1907 4, 4, which the licence is issued shall be paid by such company
in respect of such licence. Such fee shall be paid to the Colonial Treasurer within four months of the date of the licence.
(3) The company shall give to the registrar notice
of the situation of the office where any such register (in this Ordinance called a local register) is kept or proposed to be kept, and of any change therein, and of the discontinuance of any such office in the event of the same being discontinued.
Notice to company keeping a local register
without a
leence and
15
(4) A local register shall, as regards the particulars entered therein, be deemed to be a part of the company's register of members, and shall be primé facie evidence of all particulars entered therein. Any such register shall be kept in the manner provided by this Ordinance, with this qualification, that the advertisement mentioned in section 36 shall be inserted in some newspaper circalating in the district wherein the register to be closed is kept.
(5) The company shall transmit to its registered office in Hongkong a copy of every entry in its local register or registers as soon as may be after such entry is made, and the company shall cause to be kept at its registered office, duly entered up from time to time, a duplicate or duplicates of its local register or registers, The provisions of section 26 shall apply to every such duplicate, and every such duplicate shall, for all the purposes of this Ordinance, be deemed to be part of the register of menibers of the company.
(6) Subject to the provisions of this Ordinance with respect to the duplicate register, the shares registered in a local register shall be distinguished from the shares regis- tered in the principal register and no transaction with respect to any share registered in a local register shall, during the continuance of the registration of such share in such local register, be registered in any other register.
(7) The company may discontinue the keeping of any local register, and thereupon all entries in that register shall bo transferred to some other local register kept by the company, or to the register of members kept at the register- ed office of the company.
(9) In relation to stamp duties the following provisions shall have effect :----
(a) An instrumear of transfer of a share registered in a local register under this Oedituner, shall, uuless executed within the Colony, be exempt from stamp duty.
(b) The share or other interest of a deceased men- her registered in a local register under this Ordinance shall us far as relates to Colonial probate duty not be deemed to be part of his estate and effects situated in the Colony for or in respect of which probate or letters of admin- istration is or are to he granted or whereof an inventory is to he exhibited and recorded.
(e) Subject to the provisions of this Ordinauce, and of any rules made thereunder, any company may by its regulations as originally framed, or as altered by special resolution, make such provisious as it way think fit respecting the keeping of local registers,
38.--(1) When the registrar has reasonable canse to believe that a company is keeping in any place where it transacts business outside the Colony a register of members without having a
valid licence under this Ordinance be shall publish in the Gazette and send to the com- proceedings pany a notice that at the expiration of two tooths consequent from the date of such notice the name of the company mentioned therain will unless cause to the contrary be shown he struck off the register and the company will be dissolved.
thereon.
Ord. 10 of 1907 s. 8.
At the expiration of the time mentioned in the notice the registrar may, unless canse to the contrary is previously shown by the enmpany, strike the name of the company off the register and shall publish notice thereof in the Gazette and on such publication the company whose utume is so struck off shall he dissolved: Provided that the liability, if any, of every director, managing officer, and member of the company shall continue and may be enforced as if the company had not beeu dissolved.
(3) If any company or member thereof feels aggrieved by the name of such company having been struck off the register in pursuance of this section, the company or mem- ber may apply to the court, and the court, if it be satisfied that it is just to do so, may order the name of the company to be restored to the register and thereupon the company shall be deemed to have continued in existence as if the name had never been sick off: and the court may, by
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