1947-HKRS29-8-14_Part04 — Page 23

Certain

particularm

to be

furnished to the registrar

4.

2

(1) Every company to which this Part of this Ordinance applies shall within three months from the com- mencement of this Ordinance or such extended period as the of companies, registrar of companies may, in the case of any particular company or as regards the furnishing by any company of any particular or document, allow, furnish the registrar of com- panies with the following particulars and documents-

(A) Name of the company;

(B) Whether the company is registered as a public or

private company;

(0) Names of persons acting as directors of the company; (D) Name of person acting as secretary of the company; (E) A declaration that the company has resumed ik business or other activities as the case may be; (F) Notice of the situation of its present registered office in the same manner as upon first incorporation as provided in section 92 of the principal Ordinance; (0) Copies of memorandum and artioles of association; (H) A statement in writing as to whether or not the com- pany is in possession of or able to obtain its register of members or any copy thereof and, in the event of the company not being in possession of or able to obtain such register or any copy thereof, a further statement as to whether or not the company intends to apply for leave to re-runstruct its register of members in accordance with section 12 of this Ordinance;

(1) Copies of-

(i) special resolutions;

(i) extraordinary resolutiona;

(iii) resolutions which have been agreed to by all the members of the company, but which, if not so agreed to would not have been effective for their purpose unless, as the case may be, they had been passed as special resolutions or as extra- ordinary resolutions;

(iv) resolutions or agreements which have been agreed to by all the members of some class of shareholders, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular man- ner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members.

(2) Particulars of all existing charges required to be registered under section 79 of the principal Ordinance and which were not so registered on the 8th of December, 1941.

▾

(3) Nothing in this section shall impose any liability on any company to furnish any particulars or documents already filed with the registrar of companies since the 16th of August, 1945, or which such company shall satisfy the registrar, by any evidence which he shall deem sufficient, cannot reasonably be expected to furnish prior to the expiration of the said period of three months or such extended period as the registrar may, in any particular case, allow.

3

(4) Notwithstanding the provisions of the principal Ordinance and save in so far as the contrary hereinaftor appears, no company which has complied with this section shall be liable to a fine, and no director, manager or officer of such a company shall be liable to any fine or imprisonment in respect of any omission to file or supply during the period from the. Sth of December, 1941, to the commencement of this Ordinance, any document or particular required by the principal Ordinance to be filed or supplied.

Heplace.. ment of

5. (1) Where any document filed with a registrar of companies under any former enactment has been lost, destroyed register's or damaged in consequence of the invasion and occupation recorde..

of the Colony by the energy, the registrar may give notice to the company to file, within a reasonable time to be specified in such notice, a duly authenticated copy of such document, and the company, if able so to do, shall comply with such notice. No fee shall be payable on filing any such copy.

(2) If default is made in complying with the provisions Penalty. of any such notice by a company able to comply therewith, the company and every director, manager or officer thereof shall be liable to a fine of ten dollars for every day during which the default continues,

6. It shall be lawful for the registrar, whether or not he has given notice under section 5 of this Ordinance to receive and cause to be fled a duly authenticated copy of any docu-- mit, the original or a copy of which had already, prior to the 25th of December, 1941, been filed with him and for the pur- puses of compliance with the requirements of the principal Ordinance such copy so filed shall be deemed for all purposes to be the equivalent of the document so originally fled.

Registrar lo coplas of

receive

documenta filed bafors

25th Decem

bor, 1M1.

Authentica-

7. (1) Any memorandum of association filed pursuant ten of

Blad.

to the provisions of the foregoing sections shall be verified hy deuranta statutory declaration of a director or the secretary of the com- pany or other person who satisfies the registrar that he makes such declaration from his own personal knowledge, as a true copy of such memorandum as existing at the date of such verification, and such declaration shall be filed with the copy no verified.

(2) Any copy of any other document filed pursuant to the provisions of the foregoing sections shall be certified by a director or the secretary of the company or other person, having personal knowledge of the facts, as a true copy of such document as existing at the date of such certification.

Hal.

8. Where it is shown to the satisfaction of the registrat Companies that the common seal of a company has been lost, damaged or destroyed or is otherwise not available, the registrar may authorise the company to use, in place of its common seal, a stamp with the name of the company inscribed thereon in Jegible English characters, for such period as may be specified in such authorisation, and may, from time to time, extend such period as he thinks fit. Such stamp may, thereupon, be used for all purposes for which, and in the same manner as, the common seal of the company could be used pursuant to the principal Ordinance and the articles of association of the страну.