1947-HKRS28-8-14_Part04 — Page 25

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Register of membara.

(2) Any company exempt by virtue of this sub-section shall, within six months from the commencement of this Ordinance, adopt new articles of association in place of the articles which have been lost.

(8) Nothing herein contained shall be deemed to authorise any alteration of articles of association not authorised by section 12 of the principal Ordinance and section 117 of the principal Ordinance shall apply to any special resolution by which any such alteration is effected.

12. (1) If a company is not in possession of or is unable to obtain its register of members or a copy thereof, it shall, within three months from the commencement of this Ordinance, apply to the registrar for leave to re-construot its register of members. Any such application shall be supported by a statutory declaration of a director or secretary, which statutory declaration shall contain so far as may be possible particulars of

(a) the persons who were the registered ahureholders of

the company at the date of its last annual return; (b) of persons who in the opinion of the company have since become entitled to be registered as share- holders:

and

(c) the evidence upon which the company has relied in

giving such particulars.

(2) Upon any such application the registrar shall forth- with direct the company to insert and the company shall insert in auch newspapers (whether circulating in the Colony or not) as he shall specify an advertisement in three successive calendar weeks stating-

(a) that application has been made under this section; (b) that the statutory declaration in support and the

exhibits thereto can be inspected, on payment of such foca as may be prescribed, in the office of the registrar of companies; and

(c) calling upon all persons who claim to be entitled to be registered as shareholders of the company to notify the company of their full uames and addresses, their claim and the evidence upon which it is based within three months from the expiration of the calendar week in which the first advertisement in a newspaper circulating in the Colony appears,

(3) At any time after the expiration of the lastly men- tioned period of three months the registrar shall, on being satisfied that the company has complied with any direction given by him under the foregoing sub-section, grant the com pany leave to re-construct its register.

(4) Where a company has been granted leave under this section to re-construct its register such register shall be re-constructed in such manner as may be prescribed by regulation and in default of regulation it shall be competent for the registrar to give directions as to re-construction.

(5) Any company to which this anction applies and which has obtained leave to re-construct its register shall not be deemed to be in default, in compliance with section 95 of the principal Ordinance, so long as it complies with any regulations as to re-construction made under this Ordinance or

with

any direction given by the registrar under sub-section (4) of this section: Provided always that if at any time after the expiration of six months from the date when leave was granted the registrar is of opinion that the re-constructed register is so defective or is likely to be so inaccurate as to make it undesirable that the company should carry on busi- neas.

he may, by notice under his band, revoke the grant of such leave.

(6) Any such revocation shall have the same effect as an order by the court to wind up the company:

Provided always that upon appeal to a judge in chambers such revocation may be varied by the grant of leave to the company to continue to re-construct its register of members for such extended period and upon such terms as to the court may deem åt.

(7) (c) Any company which has obtained leave to re-construct its register may apply to the court by petition for leave to substitute its re-constructed register for its original register.

(b) Upon any such application the court may-

(1) settle any dispute as to the ownership of shares

in the company which in the opinion of the court may conveniently be determined in such pro- ceedings; and

(ii) make an order substituting the re-constructed

register for the original register;

(ii) if it considers that the register in so defective or is or is likely to be so inaccurate as to make it desirable that the company should cease to carry on business, make an order for the wind- ing up of such company.

(c) Where there are no conflicting claims outstanding an order substituting the re-constructed register for the original register may be made by the registrar.

(d) Any register substituted under sub-paragrahs (b) (ii) or (c) of this sub-section or which is being re-constructed by leave of the court shall be prima facie evidence of all matters directed or authorised by the primmipal Ordinance to be inserted in the register and any substituted register shall be sufficient authority to the company to issue new share certi. ficates to any person registered therein as a shareholder at the date of the order of substitution in respect of the shares of which he is then shown to be the registered holder and to cancel any previously issued share certificates relating to such shares.

13. (1) A company shall not be deemed to have been GeneraŮ or to be in default for not having held a general meeting in meetings. any of the years 1941, 1942, 1943, 1944, 1945 and 1946, if

it either has held a general meeting in the year 1946 or shall hold such meeting in the case of a company having its register of members before the 31st of December, 1947, and in the case of a company which has obtained leave to re-construct its register before the 30th of June, 1948.

(2) Until the 1st of July, 1948, if there are no directors,

a general meeting may be validly convened if convened by the de facto directors of a company for all or any of the purposes hereinafter specified.