Costs in
actions by
certain
limited
companies.
6 Edw. 7 4.
69 8. 278.
Penalty for Inilere to pay fine.
Power of
court to
grant relief in certain cises.
1. s. 279.
Penalty for
false state-
ment.
Ib. a. 281.
Penalty for
of word
**Limited."
82
256. Where a limited company is plaintiff in any action or other legal proccoling, muy judge having jurisdiction in the mufter may, if it appears by credible testimony that there is reason to believe that the company will bo unable to pay the costs of the defendant if successful in bis defence, require sufficient security to be given for those costs, and may stay all proceedings until the scenrity is given.
261-(1) any company fails to pay the whole or any part of any fine or penalty imposed by a Magistrate uler this Ordinance within one month of the day on which the said fine or penuity was imposel, the registrar of companies shall publish in the Gazetic and send to the company by post a notice that at the expitation of two months from the date of such notice the name of the company mentioned therein will, unless the said line or penalty be sooner paid, be struck off the register and the company will be dissolvel,
(2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice thereof in the Gazette, and on the publication in the Gazete of this notice the company shall he dissolved: Provided that the liability (if any) of every director, muunging oilieer, and member of the company shall continue and may be enforced as if the company had not been dissolved.
(3) If a company or any member or creditor thereof feels aggrieved by the company having been struck off the re- gister, the court on the application of the company or member or creditor may, if satisfied that it is just that the courpany be restored to the register, under the name of the company to be restored to the register, and thereupon the company shall be deemed to have continued in existence as its name bad not been struck off'; and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company luul not heu truck off
(4) A letter or notice nuder this section may be nidressed to the company at its registered office, or, if u office has been registered, to the care if some director on ollieer of the company, or, if there is no director or officer of the company whose name and address are known to the re- gistrar of companies, may be sent to each of the persons who subseribal the morandum, addressed in him at the address mentioned in the memorandun.
Provided that nothing in this section shall affect any other legal method of enforcing fines or penalties imposed by a Magistrate,
258. If in any proceeding against a director, or person occupying the position of director, of a
company for negligence or breach of trust it appears to the court hearing the ease that the director er person is or may be lable in respect of the negligence or breach of trust, but has acted honestly and reasonably, and ought fairly to he excused for the negligenre or breach of trust, that court ny relieve him, either wholly or partly, from his liability on such terms as the court way thnk proper.
259. If any person in any return, report, certificate, balance sheet, or other document, required by or for the of any of the provisions of this Oudiance specified purposes in the Fourth Schedule bereto, wilfully makes a statement false in any materiai particular, knowing it to be false, bu shall be guilty of a misdemeanor.
260. If my person or persons trade or entry on business improper use under any unine or title of which "Limited" is the last word, or under any name or title of which the Chinese characters A form part, that person or those persons shall, unless duly incorporated with limited liability, be liable to a fine not exereling fifty dollars for every day upon which that name or title has been use 1.
Ib, s. 282,
83
Interpretation, Žc.
281. In this Ordinance, unless the context otherwise Interpreta- requires, the following expressions have the monuings tion. hereby assigned to them (that is to say) :-
8 Edw. 7 c. 59. 285. "Existing company" means a company formed and registered under the Companies Ordinance, 1965, or under the Companies Registration Ordinance, 1866;
*
"Company means a company formed and registered thder this Ordinance or an existing company; "Articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in First Schedule to this Ordinance; "Memorandum" means the memorandom of associ- ation of a company, as originally framed or as altered in pursuance of the provisious of this Ordinance;
*Document" incindes summons, notice, order, and
other legal process, and registers;
*Share" means sure in the share capital of the company, and includes stock except where n distinction between stock and shares is express- ed or implied;
"Debenture" includes debeature stock;
Books and papers" and "books or papers" include
accounts, deeds, writings, nid documents;
The registrar of companies," or, when used in relation to registration of companies, "the registrar," means the registrar or other officer performing under this Ordinance the duty of registration of companies;
The court." used in relation to & company means the Supreme Court of Hongkong and includes any Judge thereof;
The Full Court" means the Chief Justice and the Puisno Judge of the Supreme Court, sitting together;
*** Gonoral rules" menus genord rules made under
this Ordinance, and includes forms ;
• Prescribed " menus, as respects the provisions of this Ordinance relating to the winding-up of coupabies, prescribed by general rules, and as respects the other provisions of this Ordinance, prescribed by the Govenor, or the Governor. in-Council;
"Director" means any person occupying the position of director by whatever mure called and includes a general maanger, manager and any person ou a consulting or advisory committee, and any person who is the control of its affairs in the absence of a board of directors or of such con- gulting or advisory committee; Prospectus" means any prospectus, notice, cireulur, advertisement, or other invitation, offering to the public for subscription or purchase any shares or debentures of a company; "Solicitor" has the same meaning as in the Legal
Practitioners Ordinance, 1871.
Repeal of Ordinances and Transitional Procisions.
262. The following Ordinees are hereby repealed: Repeal of
The Companies Ordinanec, 1865, The Companies (Registra- Ordinances tion) Ordinance, 1866, The Companies (Local Registers) and Ordinance, 1907, The Foreign Corporations Land Ordinance, savings, 1908, The Companies Amendineut Ordinance, 1908, and
The Companies (Local Registers) Amendment Ordinance,
1909.
Provided that the repeul shall not affect--
(a) The incorporation of any company registerel under any enactment hereby repealed; nor (4) Table A in the First Schedule anexed to the Compuies Ordinance, 1865, or any part thereof (either as originally contained in that Schedule
15. s. 296.
452