1
parture from the precedent of the Imperial Act was a concession ti Chinese community granted with a view to interfering as little as po possible with the many Chinese banking partnerships in the Colony. Section 27 differs from the corresponding section (section 26) of the Imperial Act as it is considered that local conditions justify the di ference. The Imperial Act provides that the annual list of members # be made up to the fourteenth day after the Ordinary General Meeting. | is the practice in the Colony for lists to be made up for use at sud meetings and as there seems no necessity for two lists the section i made to correspond with the practice. It is moreover considered in of Local conditions that the balance sheets to be filed should be a panied by profit and loss accounts. Another feature of the Ordinance section 77. The introduction of this section has the approval of the Board of Trade but the penalty clause has been added since the Ordi was submitted to the Board. Local conditions as to winding up both luntary and subject to the supervision of the court are such that i been decided to give the Official Receiver wider powers than he wou have had if the provisions of the Imperial Act had been slavishly hered to. This decision has involved changes in sections 146,149,15 181,186,188 and 196.
Section 253 has been recast with a view to assimilating the law of Colony to the law of the United Kingdom #nder which a company regi ed outside the British Empire can only hold land with the licence
Crown.
In section 261- the definition section-"director* is given a more borate definition than was found necessary in England but having 1 to the peculiar position accupied by generál managers, managers a persons serving on advisory or consulting committees in the Colom extension of the definition has been deemed essential.
C.
Alain
་
Attorney General
I.
MEMORANDUM
ON
THE DIFFERENCES BETWEEN THE PROVISIONS
ΟΙ
THE NEW COMPANIES BILL
AND
THE COMPANIES (Consolidation) Act, 1908.
NOTE.
The following memorandum of the differences between the provisions of the Bill and those of the Companies (Consolidation) Act, 1908, of the Imperial Parliament, on which the Bill is based, refers specifically to every clause about which there is likely to be any controversy. Other changes are treated generally.
The sections in the Act, and the corresponding clauses in the Bill, are given at the end of each paragraph or sub-paragraph.
The changes have been made chiefly on account of the following:-
(a.) The existence of the "Shanghai Companies". (b.) Chinese language and customs.
(c.) Existing local law, courts, currency, etc.
44
MEMORANDUM.
Shanghai Companies ".
A great many of the companies registered in Hongkong are companies which transact all their business outside the Colony. Most of these companies have their head offices either at Shanghai or at Tientsin. They have no office here for the transaction of business, and their directors and officers and all their property are out of reach of the jurisdiction of the Hongkong courts. Under these circumstances, control over them is difficult, and it is found in practice that some of them are very dilatory and negligent in complying with the provisions of the law. In order to strengthen our control over these companies a number of provisions have been introduced into the Bill which do not exist in the Act because the difficulty has never become acute in the United Kingdom. Other provisions have been inserted in order to meet the convenience of these companies; these have been rendered necessary by the time which letters take to reach Hongkong from Shanghai, Tientsin, etc., and by the fact that different newspapers circulate in those ports. One provision, which is adopted from previous legislation, i.e., Ordinance 16 of 1907 as amended by Ordinance 20 of 1909, is the result of a compromise between the rival claims of the Hongkong Government and the extraterritorial authorities at Shanghai to collect probate or estate duty on the shares of these "Shanghai Companies". All the special provisions referred to are enumerated below.
(a.) Inspection of Register of Members.-The "Shanghai Companies" have only a skeleton registered office hers, and consequently there is no one, strictly, who can "refuse" inspection. The Act provides a penalty only where inspection is "refused". The Bill provides the same penalty where inspection "cannot be obtained at the registered office with the exercise of a reason- able amount of diligence". Act, Section 30; Bill, Clause 31 (4).
466