110
Chinese Language and Customs.
Some special provisions are introduced in order to meet the requirements of the Chinese language, and one provision is omitted on account of the expected attitude of the Chinese towards it. The following are the details:-
(a.) Chinese Names.--It is well known that Chinese individual and place names are of little use unless given in Chinese characters. The Bill requires that the Chinese characters of all Chinese names and addresses in the company's register of members, and in the anuval summary, shall be given. Act. Sections 25, 26: Bill, Clanses 26, 27.
(b) Chinese Equivalent of “ Limited Company"--The Act requires all limited companies to use the word "limited" as part of their names, and forbids the use of the word by unincorporated persons. The regular Chinese equivalent of "limited company •" is " fre han kung 2" (BAD). The Bill provide that any Chinese equivalent of its name which a limited company may use shall contain that expres- sion, and it penalises the use of the term by persons who have not been incorporated with limited liability. Act, Sections, 3, 4, 258, 274, 282; Bill, Clauses 4, 5, 236, 252, 260.
(e) Banks, Half-Yearly Statement.- Hitherto there has been no limitation in Hongkong on the size of partner- ships formed for the purpose of banking, and the English law on this subject is now being applied for the first time. Opposition is expected to this provision of the Bill, on account of the publicity which it will involve, and it has been decided as a concession to exempt banks from making the statement required by clause 108 of the Bill. Clause 108.
Act, Section 108; Bill,
Necessary Changes.
Cortain inevitable changes made in adapting the Act to Hongkong are given below :--
(a.) References to Scotland and Ireland are of course
omitted.
111
(1) Various changes are rendered necessary by the follow- ing facts-In the United Kingdom a number of courts have jurisdiction in the winding up of com- panies, while we have only one here. There are several registration offices in the United Kingdom, but there is only one here. References have to be made to local legislation instead of to Acts of the Imperial Parliament in many cases, and dates and place names have to be altered. In some cases there are no authorities in Hongkong to correspond to the English authorities referred to in the Act: special instances of this are dealt with under the headings "Board of Trade and Rules-- Fees-Tables- Forms",
Board of Trude.
The non-existence in Hongkong of any authority to corres- pond to the Board of Trade in England has proved one of the greatest difficulties in adapting the Act to this Colony. The following is a table giving the sections and clauses concerned, their subject matter, and the equivalent which has been adopted in each case for the Board of Trade :—
Subject Matter.
Equivalent adopted.
Governor.
Sectiou of
Clatso
of
Act.
Bil.
8
9
Change of Name.
19
20
Licence to hold land.
Do.
91
92
Payment of interest out of
capital.
Court.
109, 110 109, 110
Investigation by inspectors. Governor,
112
112
Appointment of auditors.
Do.
138
118
Tables and Forms.
Do.
119
119
Arbitrations.
Do.
146
140
Appointment of Official
Receiver.
Do.
149
143
Security of liquidator,
Official Receiver.
154
148
Payments of liquidator into
Bank.
Do.
155
149
Audit of liquidator's ne-
counts.
Do.
157
151
Release of liquidator.
Court.
159
153
Control over liquidators.
Official Receiver.
160 154
Authority in lieu of the
Committee of Inspection. Court.
161
155
187
179
Security and Accounts of
Special Manager, Notice by liquidator in a
Do.
voluntary winding up
of his appointment.
224
213
229
216
281
217
233
237
(b) The provisions relating to the Stanneries are also, of
course, unnecessary.
(c) Penalties are worked out at the rate of $10 to £1. (4.) Under both the Act and the Bill the memorandum and
the articles must each bear an ordinary deed stamp.
In England this is 10-, while in Hongkong it is $30. Act, Sections 6 and 12; Bill, Clauses 7 and 13. (e) Under the Act the Companies Liquidation Account is to be kept at the Bank of England. Under the Bill it is to be kept at such bank as the Colonial Treasurer Act, Sections 154, 224, 229; Bill, may direct. 148, 216. (f) Penal servitude was abolished in Hongkong by Ordin-
ance 3 of 1887. Act, Section 38; Bill, Clause 39. (g.) To remove doubt arising under a local Ordinance the time for appealing from orders made in a winding up is definitely stated to be 14 days. This is the time in England see Or. 58, rr. 9 and 15. Act, Section 181; Bill, Clause 173.
(h.) In Hongkong no one but the Bailiffs of the Supreme Court can levy a distress for rent (Ordinance 1 of 1883), while in England distress is levied by a great number of certificated bailiffs. This has necessitated some change in Clause 199. Act, Section 209 (4); Bill, Clause 199 (4).
(1.) References to the Joint Stock Companies Acts entirely
disappear because we have never had any correspond- ing Ordinances here. (Sections 13 (2), 246 and 248 of the Act.)
219
Undistributed assets. Companies Liquidation Ac-l
count.
Winding up Accounts. 218 Appointment of officers.
Winding up Rules (In England made by the Lord Chancellor with the concurrence of the! President of the Board of Trade).
243, 244 223, 224 Registration office and re-
Registrar of Com-
panies.
Official Receiver.
Do.
Do.
Governor.
Chief Justice with the approval of the Legislative Council,
gistration and filing fees. Governor. Existing registrar of com-
panies.
289 265
Do.
Third Third Sebedale Schedule
Form of licence to hold
lands.
Do.
Form F. Corin F.
ase
"
In choosing these equivalents the general policy has been to "Governor wherever possible, and to insert "Official Receiver" wherever the duties imposed are such as are not cou- sonaut with the office of Governor. In a few rases where the duties
356
264