(Signed) H. H. Nelson
Chairman of the Board of Directors
of the China Trader's Ins. Comp. Ltd.
(True Copy)
Gandhina Shetan
Colonial Secretary
An Ordinance enacted by the Governor of Hongkong, with the advice of the Legislative Council thereof, to amend "The Companies Ordinance, 1865," and to repeal Ordinance No. 4 of 1876.
1876.]
Title.
limited by shares and registered in the Colony the power of sub-dividing their shares, and to amend "The Companies Ordinance, 1865" Be it enacted by the Governor of Hongkong, with the advice of the Legislative Council thereof, as
expedient to held Preamble.
follows:-
I. Ordinance No. 4 of 1876 is hereby repealed.
Ordinance No. 4 of 1876 repealed.
II. This Ordinance may be cited as "The Companies Ordinance, Short title.
1876."
III. "The Companies Ordinance, 1865" is hereinafter referred Ordinance to to as "The Principal Ordinance;" and the principal Ordinance he construed and this Ordinance are hereinafter distinguished as and may be No. 1 of 1865.
cited as "The Companies Ordinances, 1865 and 1876;" and this (30 & 31 Vic. Ordinance shall, so far as is consistent with the tenor thereof, bec. 131 a. 23.
construed as one with the principal Ordinance; and the expression "This Ordinance" in the principal Ordinance, and any expression referring to the principal Ordinance, which occurs in any Ordinance, or other document, shall be construed to mean the principal Ordinance as amended by this Ordinance.
Unlimited Liability of Directors.
IV. Where after the commencement of this Ordinance a com-Company may pany is formed as a limited company under the principal Ordi- base directors nance, the liability of the directors or managers of such company, liability.
with unlimited
or the managing director, may, if so provided by the memorandum of association, be unlimited.
V. The following modifications shall be made in the thirty-Liability of seventh section of the principal Ordinance, with respect to the director, past contributions to be required in the event of the winding-up of a and present, where liability limited company under the principal Ordinance, from any director is unlimited. or manager whose liability is, in pursuance of this Ordinance, (sec. 5).
unlimited:
(1.) Subject to the provisions hereinafter contained, any such director or manager, whether past or present, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to contribute as if he were at the date of the commencement of such winding-up a member of an unlimited company.
(2.) No contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of the winding-up shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company.
(3.) No contribution required from any past director or manager in respect of any debt or liability of the company contracted after the time at which he ceased to hold such office shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company.
(4.) Subject to the provisions contained in the regulations of the company no contribution required from any director or manager shall exceed the amount (if any) which he is liable to contribute as an ordinary member, unless the court deems it necessary to require such contribution in order to satisfy the debts and liabilities of the company, and the costs, charges, and expenses
of the winding-up.
VI. In the event of the winding-up of any limited company, Director with the court, if it think it, may make to any director or manager of unlimited such company, whose liability is unlimited, the same allowance have set-off as by way of set-off as under the ninety-eighth section of the matter principal Ordinance it may make to a contributory where the No. 1 of 1865,
[sec.).
company is not limited.
98 of
VII. In any limited company in which, in pursuance of this Notice to be Ordinance, the liability of a director or manager is unlimited, given to
director on his the directors or managers of the company (if any), and the member who proposes any person for election or appointment to such is liability office, shall add to such proposal a statement that the liability of will be the person holding such office will be unlimited, and the promoters, unlimited.
directors, managers, and secretary (if any) of such company, or [sec. 7].
one of them, shall, before such person accepts such office or acts therein, give him notice in writing that his liability will be unlimited.
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transfers of
Jen
the shares to other than
of goodstanding and means
I have te
(Signed) H. H. Nelson
Chairman of the Board of Directors
of the China Hader's . Ins. Comp. £tat
(True Capel)
Gandhina Shetan
Colonial Secretary
An Ordinance enacted by the Governor of Hongkong, with the advice of the Legislative Council thereof, to amend "The Companies Ordinance, 1865," and to repeal Ordinance No. 4 of 1876.
1876.]
Title.
limited by shares and registered in the Colony the power of sub-dividing their shares, and to amend "The "Com- panios Ordinance, 1865" Be it enacted by the Governor of Hongkong, with the advice of the Legislative Council thereof, as
expedient to hell Preamble.
follows:-
I. Ordinance No, 4 of 1876 is hereby repealed.
Ordinance No. 4 of 1870 appealed,
II. This Ordinance may be cited as "The Companies Ordinance, Short title. 1876."
Que with
III. "The Companies Ordinance, 1865" is hereinafter referred Ordinance to to as "The Principal Ordinance;" and the principal Ordinance he construed and this Ortinauce are hereinafter distinguished as and may be No. 1 of 1865. cited as "The Compauies Ordinances, 1865 and 1876;" and this (30 & 31 Vic. Ordinance shall, so far as is consistent with the tenor thereof, bec. 181 a. 23. construed as one with the principal Ordinance; and the expres sion This Ordinance" in the principal Ordinance, and any ex- pression referring to the principal Ordinance, which occurs in any Ordinance, or other document, shall be construed to mean the principal Ordinance as amended by this Ordinance.
Unlimited Liability of Direntars.
IV. Where after the commencement of this Ordinance a com-Company may pany is formed as a limited company under the principal Ordi- base directors nance, the liability of the directors or managers of such company, liability.
with unlimited
or the managing director, may, if so provided by the membran-[sec. 4). dure of association, be unlimited.
V. The following modifications shall be made in the thirty-Liability of seventh section of the principal Ordinance, with respect to the director, past
und present, contributions to be required in the event of the winding-up of a where liability limited company under the principal Ordinance, from any director is unlimitest. or manager whose liability is, in pursuance of this Ordinance, (sec. 5). unlimited:
(1.) Subject to the provisions hereinafter contained, any such director or manager, whether past or present, shall, in addition to his liability (if any) to contribute as au ordinary member, be liable to contribute as if he were at the date of the commencement of such winding-up a member of an unlimited company.
(2.) No contribution required from any past director or manager who has ceased to hold sacli office for a period of one year or upwards prior to the commencement of the winding-up shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company.
(3.) No contribution required from any past director or manager in respect of any debt or liability of the com- pany contracted after the time at which he ceased to hold such office shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company.
(4.) Subject to the provisions contained in the regulations of the company no contribution required from any di- rector or manager shall exceed the amount (if any) which he is liable to contribute as an ordinary member, unless the court deems it necessary to require such contribution in order to satisfy the debts and liabilities of the company, and the costs, charges, and expenses
of the winding-up.
Halility may
VI. In the event of the winding-up of any limited company, Director with the court, if it think it, may make to any director or manager of unlimited such company, whose liability is unlimited, the same allowance have sette as by way of set-off as under the ninety-eighth section of the mater principal Ordinance it may make to a contributory where the No. 1 of 1805,
[sec.). company is not limited.
98 of
VII. In any limited company in which, in pursuance of this Notice to be Ordinance, the liability of a director or manager is unlimited, given to
director on bls the directors or mangers of the company (if any), and the men election that ber who proposes any person for election or appointment to such is liability office, shall add to such proposal a statement that the liability of wil be the person holding such office will be unlimited, and the promoters, unlimited. directors, managers, and secretary (if any) of such company, or [sec. 7]. one of them, shall, before such person accepts such office or acts therein, give him notice in writing that his liability will be un- limited.
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