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Separate registers have for many years past been opened and kept by the Corcoration in London, at Shanghai and at Calcutta for Shareholders in England, in China, and in India respectively. It appears that so far back as the 4th November, 1865, that is some time before the date of the Ordinance of Incorporation and of the Deed of Settlement - the managers and agents of the Corporation at these places were empowered by the Court of Di- rectors to sign Scrips for shares at their respective branches or agencies. On the 19th December,1867, the Court of Directors further authorised the special agent of the Corporation in London to get a duplicate seal of the Corporation made and to affix that sal to shares on, or to be put on, the London Register.
"Shares held in the above mentioned countries have been habitually transferred on the local kegisters and share certificates have been issued in London, at Shanghai, and at Calcutta to the transferees without any re- ference to the Court of Directors or to the Chief Fanager in Hongkong. The Registers kept in Hongkong for shareholders resident in the said countries are merely transcripts of the local Register kept in London, at Shanghai and at Calcutta respectively, all transfers of shares being reported to Hongkong periodically by the local managera.
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"in these circumstances the plaintiff as representing the Crown claims "rom the defendant as Executrix of the testator payment of probate duty in Hongkong on the above mentioned 1,472 shares, on the ground that they are situate within the Probate Jurisdiction of this Court and therefore form part of the estate and effects of the testator upon which prʊbate duty ought to be paid in this Colony. The defendant, on the other hand, re-
sists payment of the probate duty so claimed on the ground that the shares in question are not property locally situate in Hongkong, but are property situate in England and within the jurisdiction of the Supreme Court at Shanghai respectively.
*The defendant admits that there is no express authority in the Ordinances constituting and affecting the Corporation or in the Corporation Deed of Settlement for the opening of the Registers in London, at Shanghai, and at Calcutta. The Corporation is not subject to the provisions of the Companies' Ordinances.
"In this state of facts the following question is raised for the decision of the Court: - Whether the said 1,472 shares or any of them are property which is liable to the payment of probate duty in Hongkong, under the provisions of Ordinances No.16 of 1886 and No.13 of 1894, or not?
"It is obvious, that the answer to this question depends upon the answer to be made to another question namely: whether the shares in question were lawfully and properly transferred and borne on the local Regis-
answer to the ters in London and at Shanghai ? The answer to this question is in its turn dependant on the question whether the Corporation is empowered by the terms of its Ordinances or ita Deed of Settlement to establish local Regist ers of shareholders in London and at Shanghai, and to provide for the transfer and holding of shares on those Registers as valid and effectual in themselves without reference to the Register of Shareholders in Hongkong. it is clear that a judicial determination of this question must be a matter of considerable importance to the Corporation, and therefore 1 was careful to enquire at the hearing as to the position of the Corporation in res pect of these proceedings. I was informed that, as attorney for the defendant, the Corporation was fully cog-
nisant of the proceeding”.
"It is admitted in the special case that the Ordinances of the Corporation and ita Deed of Settlement con-
tain no express authority enabling the Corporation to establish the local Registers. We must therefore examin
the Ordinances and Deed of Settlement to see whether any general or implied authority to that effect is confer- red by them or either of thea. The Ordinances do not contain any provisions for regulating the management of the affairs of the Corporation; all such matters are expressly left to be dealt with by the Deed of Settlement. The keeping of Registers of Shareholders is clearly one of such matters; it remains therefore to consider what
are the provisions of the Deed of Settlement relating to this subject.
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