Foreign Corporations in Hong Kong executing documents under seal.
19th June,1919.
118
I have considered these papers, and it appears to me to be a case in which the opinion of the Law Officers and the Chancery Treasury Junior Counsel should be obtained; I say this because the authorities in this Colony are suggesting that a special Ordinance should be passed which constitutes an important departure from the Statute law of the Mother Country, which is in force in the Colony, and further, because the proposed Ordinance, while it will operate to relieve the difficulties into which various British subjects in the Colony have got themselves, might well be described as a Statue designed primarily, for the relief of the Crédit Foncier D'Extreme-Orient, though incidentally it will operate in favour of all foreign Corporations referred to therein.
Now I venture to think it is a principle of our Law that a foreign Corporation carrying on business in the United Kingdom or in any British Possession ought to conform to the laws of the United Kingdom or British Possession, and that if under the laws of the United Kingdom or a British Possession sealing is necessary to give affect to documents executed there, the foreign Corpora- tion has got to put itself right by somehow or other appointing under seal its representative in the foreign country, and I see no good reason why, even if a foreign Corporation ordinarily acts without a seal, it should not for the purpose of effectively transacting its business in a country which requires certain documents to be sealed, adopt a seal and seal the document appoint- ing its Attorney or Agent to act on its behalf. This to my mind is the proper way of looking at the matter, though I think it is probable enough that the Companies in question may raise difficulties as to adopting a procedure with which they are not familiar but that is their look-out.
I have caused some inquiries to be made but I cannot find that the same difficulty has arisen in the United Kingdom, and this somewhat surprises me, but at the same time it must be remembered that foreign Corporations cannot, without a Licence in Mortmain, hold land in the United Kingdom, and that when they want to hold land they probably acquire it through the interven- tion of a Company registered here, acting on their behalf, or by a Trustee.
NOW
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