1959-HKRS29-8-26_Part02 — Page 20

Power of

Governor in

Council to

order Regis

trar of Companies to refuse

registration ander the Companies Ordinance if satisfied tha

A company

is being

formed to cvade the Societies Ordinance. (Cap. 32). (Cap. 15).

Power of

Council to

3.

2

If the Registrar of Companies suspects that the memorandum and articles of association of a company delivered to him in accordance with section 15 of the Companies Ordinance relate to a company which is being formed with the object of circumventing-

(a) the refusal of the Registrar of Societies to register a society

under the Societies Ordinance; or

(6) the cancellation by the Registrar of Societies of the registra- tion of a society registered under the Societics Ordinance: or (c) the rescission by the Registrar of Sociclies of an order made by him exempting a society from registration under the Societics Ordinance; or

(d) an order of the Governor in Council dissolving a society

exempted or registered under the Societies Ordinance,

or for the purpose of otherwise evading or defeating the provisions of the Societies Ordinance or anything done thereunder, it shall be lawful for him to withhold registration of the same pending the receipt of the instructions of the Governor in Council with respect thereto. In the event of the Governor in Council being satisfied that the company is į being formed with any such object or for any such purpose, he may order the Registrar of Companies to refuse registration of the mem- orandum and articles, and upon receipt of such order, the Registrar of Companies shall, notwithstanding the provisions of section 15 of the Companies Ordinance, refuse registration of the memorandum and articles.

4. (1) If the Governor in Council is satisfied that a company Governor in formed and registered under the Companies Ordinance or any former Companies Ordinance would, if it were a society registered under the Societies Ordinance, be liable to have its registration under that Ordin- ance cancelled by the Registrar of Societies on any of the grounds specified in subsection (5) of section 5 of the Societies Ordinance, the Governor in Council may order the Registrar of Companies to strike such company off the register of companies.

order com-- pany cogaK- ing in un- desirable activities to be struck off.

(Cap. 32). (Cap. 151).

(2) The Registrar of Companies shall thereupon strike the name of the company off the register, and shall publish notice thereof in the Gazette, and on such publication the company shall be dissolved:

Provided that the liability, if any, of every director, officer and member of the company shall continue and may be enforced as if the company had not been dissolved.

(3) A copy of such notice shall be sent to such company, and may either be sent by post or be delivered by hand addressed to the company at its registered office, or if no office has been registered, addressed to the care of some director or officer of the company, or if there is no director or officer of the company whose name and address are known

3

to the Registrar of Companies, the notice may be sent or delivered to cach of the persons who subscribed the memorandum of association, addressed to him at the address mentioned in that memorandum, but if none of such addresses is available or if for any other reason the Registrar of Companies considers it unlikely that any notice sent in pursuance of this subsection will come to the knowledge of the addressee, it shall be sufficient compliance with this subsection that notice in the Gazette shall have been published in accordance with subsection (2),

5. Section 275, subsection (6) of section 276, and section 277 of Certain wer

lions of the Companies Ordinance shall not apply in the case of a company Companies struck off the register under section 4.

Ordinance not to apply. (Cap. 32). Vesting and disposal of

property of company

6. (1) Where a company is struck off the register and dissolved ander section 4, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (including leasehold property but not including property held by the company on struck off. trust for any other person) shall vest in the Official Receiver.

(2) The Official Receiver shall with all due dispatch wind up the affairs of the company, and after realizing the said property and rights shall apply the sum so realized—

First, in paying all fees, costs, charges and expenses properly incurred in preserving, realizing or getling in the said property and rights.

Next, in paying all necessary fees, costs, charges and expenses incurred by the Official Receiver in and upon the winding up of the affairs of the company.

Next, in paying to the Government a sum equal to the fees which the Official Receiver could lawfully have charged if he had acted as liquidator of the company in a winding up thereof by the court under the Companies Ordinance.

Next, in paying the creditors of the company who shall have proved their debts within such time as shall have been limited by him, not being less than one month from the date of publication of notice thereof in the Gazette and two or more local newspapers of which at least one shall be a Chinese newspaper, according to their respective rankings and priorities if the company had been a company being wound up by the court under the Companies Ordinance by virtue of a winding up order dated the day of its dissolution under section 4.

Next, in paying or distributing the surplus to or among the persons entitled thereto under the company's memorandum and articles of association.

(Cap. 32).