114
Sections Omitted.
It may be useful to give a list of the sections, and principal sub-sections, of the Act which have been omitted in drafting the Bill, though some of them have been alluded to or mentioned above.
Section.
13
34, 35, 36
131 to 136
179
180
204
208
213
226, 227
230
231 (4)
232
234 (1)
235
236
239 to 241
247
248
268 (1) (vii)
280
283
284
289 (6)
292
294
Subject.
Joint Stock Companies Acts.
Colonial Registers. See however clauses 35 to
37 of the Bill.
Courts having jurisdiction in winding up. Scotland.
Enforcement of orders throughout United King-
dom.
Scotland and Ireland.
Scotland.
Scotland,
Commissions for taking evidence.
Investiment of surplus funds in the Companies
Liquidation Account, on general account. Juterost on balance of separate account. It is proposed that the ordinary bank interest shall be credited to the account. Application of receipts and fees in aid of expend- iture. This is considered unnecessary. Treasury accounts.
Returns.
Proof of proceedings of the Board of Trade. Stanneries.
Companies registered under the Companies Act,
1879.
Transfer of shares by company registered under
the Joint Stock Companies Acts.
Application to limited partnerships. There is no Limited Partnerships Ordinance in Hong- kong.
Stanneries.
Annual report by Board of Trade.
Authentication of documents issued by the Board
of Trade.
Continuance of existing Companies Liquidation
Acconut.
Saving for the Mortgage Debenture Act, 1865. Saving for the Trado Union Act, 1871.
Clauses Added.
The following clauses and sub-clauses, which have not been referred to above, have been added to the Bill, though they do not occur in the Act.
Clause.
148 (4)
218 (3)
221
Subject.
Payments into bank by official receiver when
liquidator.
Audit of the accounts of the official receiver when
liquidator.
Provision for fees and costs pending the making
of rules under the Ordinance.
1.15
II.
MEMORANDUM
ON
THE DIFFERENCES BETWEEN THE PROVISIONS
OF
THE NEW COMPANIES BILL
AND
THE EXISTING LAW IN THE COLONY.
NOTE.
The following memorandum of the chief differences between the provisions of the new Companies Bill and the existing law in the Colony professes neither exhaustiveness nor literal accuracy, and various minor details and qualifications have been omitted alvisedly. The existing law is contained in the Companies Ordin- ance, 1865 (No. 1 of 1865), which in its present form in Sir John Carrington's Edition of the Ordinances is a consolidation of the original Companies Ordinance and of various subsequent ordinances which adopted solerted portions of later English legislation. It contains noue of the English legislation after 1898, and the legis lation up to that year was only partially taken over. In particular, the Directors Liability Act, 1890, (53 and 54 Vict. c. 64), was not adopted. The present Bill is based on the Companies (Conso- lidation) Act, 1908, (8 Edward 7, c. 69), and this embodies, inter alia, the Directors Liability Act, 1890, (53 and 54 Vict. e. 64), the Companies Act, 1900, (63 and 64 Vict. c. 48), and the Com- In the references at the panies Act, 1907 (7 Edward 7, c. 50), end of the paragraphs, "Ordinance" means the Companies Ordinance, 1865, and "Act" means the Con panies (Consolidation) Act, 1908,
Summary.
The following is a summary of the principal changes intro- duced by the Bill lato the existing law. Fuller details, and also other less important changes, are given in the body of the memorandum.
(a.) Annual Summary.-Tuis will contain some useful
additional information in future.
(b.) Annual Balance Sheet-All companies will in future have to file an annual balance sheet of assets and liabilities.
(c) First Meeting and the Statutory Report.-Seven days before the first meeting the directors must send to every shareholder, and file with the registrar of com- panies, a "statutory report" containing full details of the allotinent, etc.
(d.) Prospectus.--Provision is made against misleading prospectases. Minute directions are given as to the information that a prospectus must contain, and in case of misrepresentation the onus is thrown on the directors and promotors to show that they had reasonable ground to believe, and did believe, that the misleading state- ment was true. At present the onus is on the subscriber to show that the director or promoter knew the statement to be false.
(e) Allotment.-Restrictions are imposed in order to prevent allotments being made on insufficient applications and business being commenced without a reasonable capital. (f.) Commissions and Discounts.--Restrictions are imposed on the payment out of rapital of commissions or dis- counts for taking or placing shares. This is intended to prevent a practice which was once common in England, of adding large amounts to the price advertised us payable to the vendors, who then arrange the underwriting, giving large blocks to financiers who guarantee that sufficient shares shall be taken to provide working capital.
358