92
in case of a company
57. A company limited by guarantee and registered on Increase and or after the date of the coming into operation of this Or- reduction of dinance, may, if it has a share capital, and is so authorised share capital by its articles, increase or reduce its share capital in the same manner and subject to the same conditions in and limited by subject to which a company limited by shares may increase guarantee or reduce its share capital under the provisious of this having a
stare capital.
Ordinance.
$ Edw. 7 e. 69, 56.
company as
Registration of Unlimited Company as Limited. 58.-(1) Subject to the provisions of this section, any Registration company registered as unlimited may register under this of unlimited Ordinance as limited, or any company already registered as limited. a limited company, way re-register under this Ordinance, 77. x. 57. but the registration of an unlimited company as a limited company shall not affect any debts, liabilities, obligations, or contracts incurred or entered into by, to, with, or on behalf of the company before the registration, and those debts, liabilities, obligations, and contracts may be enforced in mammer provided by Part VII of this Ordinance in the case of a company registered in pursuance of that. Part.
(2) On registration in pursuance of this section the re- gistrar shall close the former registration of the company, and may dispense with the delivery to him of copies of any documents with copies of which he was furnished on the occasion of the original registration of the company, but, save as aforesaid, the registration shall take place in the same manner and shall have effect as if it were the first registration of the company under this Urdinance, and as if the provisions of the Ordinance or Ordinances under which the company was previously registered and regulated had been enatained in different Ordinances from those under which the company is registered as a limited company,
59. An unlimited company having a share capital may, Power of by its resolution for registration as a limited company in aslimited pursuance of his Act, do either or both of the following company to things, namely
provide for reserve sbare
Ib. 9. S.
(4) Increnso the nominal sancunt of its share capital capital on re- by increasing the nominal amount of each of registration. its shares, but subject to the condition that no part of the increased capital shall be capable of being called up except in the event and for the purposes of the company being wound up ;
(6) Provide that a specified portion of its uncalled share capital shall not be capable of being called up except in the event and for the purposes of the company being wound up.
Reserve Liability of Limited Company.
company.
60. A limited company may by special resolution deter- Reserve mine that any portion of its share capital which has not liability been already called up shall not be capable of being called of limited up, except in the event and for the purposes of the company 75. s. 59. being wound up, and thereupon that portion of its share capital shall not be capable of being called up except in the event and for the purposes aforosaid.
Unlimited Liability of Directors.
May have directors
liability.
01.-(1) In a limited company the liability of the Limited directors or maungers, or of the managing director. may, if company so provided by the memorandum, he unlimited.
(2) In a limited company in which the liability of a with director or manager is unlimited, the directors or managers anlimited of the company (if any), and the member who proposes a person for election or appointment to the office of director or manager, shall add to flmt proposal a statement that the liability of the person holding that office will be unlimited, and the promoters, directors, managers, and secretary (if any) of the company, or one of them, shall, before the person accepts the office or sets therein, give him notice in writing that his liability will be unlimited,
(3) If any director, manager, or proposer makes default in adding such a statement, or if any promoter, director, manager, or secretary mukos default in giving such a notice, be shall be liable to a fiue not exceeding one thousand
Special reso- lution of limited com- pany making liability of directors un- limited.
s Estr. 7 c. 69 s. 61.
Registered
office of
company,
13. 8. 62.
Pablication
ot Dame by
Я limited
18. ศ. 63.
company.
23
dollars, and shall also be liable for any damage which the person so elected or appointed may sustain from the default, but the liability of the person elected or appointed shall not be affected by the default.
62.--(1) A limited company, if so authorised by its articles, may, by special resolution, alter its memornidum so as to render unlimited the liability of its directors, or mangers, or of any managing director."
(2) Upon the confirmation of any such special resolution the provisions thereof shall be as valid as if they had been originally contained in the memorandum; and a copy thereof shall be entbodied in or annexed to every copy of the memor- andum issued after the confirmation of the resolution.
(3) If a company makes default in complying with the requirements of this section, it shall be liable to a fine of execeding ten dollars for each copy in respect of which de- fault is made and every director or manager of the com- pany who knowingly and wilfully authorises or permits the default shall be able to the like penalty.
PART III.
MANAGEMENT AND ADMINISTRATION.
Office and Name,
63.-(1) Every company shall have a registered office ;to which all communications and notices may be addressed.
(2) Notice of the situation of the registered office, and of any change therein, shall be given to the registrar of com- panies, who shull record the same.
(3) If a company carries on business without complying with the requirements of this section it shall be liable to a fine not exceeding fifty dollars for every day during which it so carries ou business.
64.-(1) Every limited company-
(4) shall paint or affix, and keep painted or affixed, its name on the outside of every office or place
in which its business is carried on, and on the outside of its registered office, in a conspicuous position, in letters easily legible: ()sball have its name mentioned in legible charac-
fers on its seal :
(c) shall have its name mentioned in legible charae- ters in all notices, advertisements, and other official publications of the company, and in all bills of exchange, promissory nores, endorse- ments, cheques, and orders for money or goods purporting to be signed by or on behalf of the company, and in all bills of parcels, invoices, receipts, and letters of credit of the company: (d) any limited company with a Chinese name or using a Chinese equivalent shall append the Chinese characters 有限公司
(2) If a limited company does not paint or affix. and keep painted or affixed, its uume in manner directed by this Ordinance, it shall be liable to a fine not exceeding fifty dollars for not so painting or affixing its name, and for every day during which its name is not so kept painted or affixed, and every director and manager of the company who knowingly and wilfully authorises or permits the default shall be able to the like penalty,
(3) If any director, manager, or officer of a limited com- pany, or any person on its behalf, uses or authorises the use of any seal purporting to be a seal of the company whereon its name is not se engraven us aforesaid, or issues or authorises the issue of any notice, advertisement, or other official publication of the company, or signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, eleque, under for money or goods, or issues or authorises to be issued any bill of parcels, invoice, receipt, or letter of credit of the company, wherein its aanre is not mentioned in manner aforesaid, be shall be liable to a fine not exceeding five hundred dollars, and shall further he personally liable to the
in the Colony
312
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