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(c) Subject to the provisions of this section the company shall not have power to alter any provision contained in any Act of Parliament or Ordinance relating to the company ;
(4) Subject to the provisions of this see- tion the company shall not have power, without the sanction of the Governor, to alter any provision contained in any letters patent relating to the company;
(e) The company shall not have power to alter any provision enntained in a royal charter or letters patent with respect to the objects of the company;
(f) In the event of the company being wound up, every person shall be n contributory, in respect of the debts and liabilities of the company contracted before registration, who is Bable to pay or contribute to the payment of any debt or liability of the company contractedl before registration, or to pay or contribute to the payment of any sum for the adjustment of the lights of the members among themselves in respect of any such debt or liability; or to pay or contribute to the payment of the costs and expenses of winding up the company, so far as relates to such debts or liabilities as aforesaid; and every contributory shall be liable to contribute to the assets of the company, in the course of the winding up, all suma due from him in respect of any such ability as aforesaid; and, in the event of the death, bankruptcy, or insolvency, of any contributory, or marriage of any female contributory, the provisions of this Ordinance with respect t the personal representatives, heirs, and devisces of deceased contributories, to the trustees of bankrupt or insolvent contributories, and to fue liabilities of husbands and wives respectively, shall apply:
(i) The provisions of this Urdinance with respect
to---
(a) the registration of an unlimited cow- pany as limited;
(b) the powers of an nulimited company on registration as a limited company to increase the nominal amount of its share capital and to provide that a portion of its share capital shall not be capable of being called up except in the event of winding up;
(c) the power of a limited company to determine that a portion of its share capital shall not be capable of being called up except in the event of winding up;
shall apply notwithstanding any provisions contained in any Act of Parliament, Ordinance, royal charter, deed of settlement, contract of copartnery, eust book regulations, letters patent, or other instrument constituting or regulating the company :
(iv) Nothing in this section shail authorise the company to alter any such provisions contained in any deed of settlement, contract of copart- uery, cost book regulations, letters patent, or other instrument constituting or regulating the company, as would, if the company had origin- ally been formed under this Ordinance have been required to be contained in the memo- randum and are not authorised to be altered by this Ordinance.
(r) Nothing in this Ordinance shall derogate from any power of altering its constitution or regula- tions which may by virtue of any Act of Partia- ment, Ordinance, deed of settlement, contract of eopartnery, letters patent, or other instrument constituting or regulating the company, be vested in the company.
Power to substitute meme- randum and articles
for deest of settlement.
8 Elw, 7 c 69 M. 261.
Power of
2412.-(1) Subject to the provisions of this section, a company registered in pursuance of this Part of this Ordin- ance may by special resolution alter the form of its coustitu- tion by substituting a memorandum and articles for a dead of settlement.
(2) The provisions of this Ordinance with respect to confirmation by the court and registration of an alteration of the objects of a company shall so far as applicable apply so an alteration auder this section with the following modifications:---
(a) There shall be substituted for the printed copy of the altered memorandum required to be delivered to the registrar of companies a printed copy of the substituted memorandum and articles; and
(4) Ou the registration of the alteration being certified by the registrar the substituted nemo- randum and articles shall apply in the company in the same manner as if it were a company registered under this Ordinance with that memorandum and those articles, and the com. pany's deed of settlement shall cease to apply to the company”.
(3) Au alteration nuder this section may be made either with or without any alteration of the objects of the com- pany under this Ordinance.
(4) In this section the expressina "deed of settlement" includes any contract of copartnery or other instrument constituting or regulating the company, not being au Ördinanes, Act of Parliament, a royal churter, or letters patent,
243. The provisions of this Ordinanco with respect to court to say staying and restraining actions and proceedings against a or restrain
company at any time after the presentation of a petition proceedings. for winding up and before the making of a winding-up order shall, in the case of a company registered in pursu- ance of this Part of this Ordinance where the application to stay or restrain is by a erelitor, extend to actions and proceedings against any contributory of the company,
N Edw. 7 c. 69 s. 265,
Actions stayed ou winding-up ontor.
Ib. 6. 266.
Meaning of anregistered
company. £b. s. 237.
Winding up of unregis- tered com- panies.
Th. 9. 269.
244. Where an order has been made for winding up a company registered in pursuance of this Part of this Ordin- ance no action or proceeding shall be commenced or proceeded with against the company or any contributory of the company in respect of any debt of the company, except by leave of the entrt, and subject to such terms as the court may impose,
PART VIII.
WINDING UP OF UNREGISTERED COMPANIES. 245. For the purposes of this Part of this Ordinance the expression "unregistered company" shall not include a railway company incorporated by Culinance, nor a company registered under the Companies Ordinance, 1864, or under the Companies (Registration) Ordinauce, 1866, or under this Ordinance, im, save as aforesaid, shall include any partnership, association, or company consisting of more than seven members.
246.-(1) Subject to the provisions of this Part of this Ordinance any registered company may be wound up under this Ordinance and all the provisions of this Or- dinance with respect to windling up shall apply to au unregistered company, with the following exceptions and
additions -
() The principal place of business, in the Colony, of an unregistered company shall for all the pur- poses of the winding up be deemed to be the registered office of the company.
() No unregistered company shall be wound up under this Ordinance voluntarily or subject to supervision:
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