80
and, in the event of any alteration being made in any such instrument or in the directors or in the names or addresses of any such persons as aforesaid, the company shall within the prescribed time file with the registrar a notice of the alteration.
(2) Any process or notice required to be served on the company shall be sufliciently served if addressed to any person whose name has been so filed as aforesaid and left at or sent by post to the address which has been so filed.
(3) Every company to which this section applies shall in every year tile with the registrar such a statement in the form of a balance sheet as would, if it were a company formed and registered under this Ordinance and having a share capital, he required under this Ordinance to be included in the annual summary.
(4) Every company to which this section applies, aud which uses the word "Limited" or the Chinese characters
RA), as part of its name, shall—
(a) in every prospectus juviting subscriptions for its shares or debentures in the Colony state the country in which the company is incorporated; ani
(b) conspicuously exhibit on every place where it carries on business in the Colony the name of the company and the country in which the company is incorporated; and
(c) bave the name of the company and of the country in which the company is incorporated mentioned in legible characters in all bill-heads and letter paper, and in all notices, advertise- ments, and other official publications of the
company.
(5) If any company to which this section applies fails to comply with any of the requirements of this section the company, and every officer or agent of the company, shall be liable to a fine not exceeding five hundred dollars, or,
in the case of a continuing offunce, fifty dollars for every
day during which the failure continues.
(6) For the purposes of this section-
The expression "certified" means certified in the prescribed manner to be a true copy or a cor- rect translation;
The expression "place of business includes a share transfer or share registration office;
The expression "director" includes any person occupying the position of director, by whatever name called; and
The expression "prospectus” means any prospectus, notice, circular, advertisement, or other invita- tion, offering to the public for subscription or purchase any shares or debentures of the com-
pany.
(7) Thore shall be paid to the registrar for registering
any document required by this section to be filed with bio
a fee of three dollars or such smaller fee as way be
prescribed.
253. A company incorporated outside the Colony which Power of has filed with the registrar of companies the documents and companies particulars specified in paragraphis (a), (b) and (c) of sah- incorporated section (1) of the last foregoing section shall have the outside the power to hold lands in the Colony as if it were a company hold famis. incorporated under this Ordinance.
PART X.
SUPPLEMENTAL.
Legal Proceedings, Offences, $v.
Colony to
8 Edw. 7 c.
69 s. 275
254. All offences under this Ordinance made punishable Prosecution by any fine may be prosecuted under the Magistrates Onlin- of offences. ance, 1890.
1b. s. 276,
Applications
of fines.
8 Edw. 7 e
69 a. 271.
Coets in actions by certain limited companies.
1b. s. 278.
Penalty for failure to
pay fine.
Power of court to
81
255. The magistrato imposing any fine under this Ordinance may direct that the whole or any part thereof be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding the person on whose information or at whose sait the fine is recovered, and subject to any such direction all fines under this Ordin- ance shall notwithstanding anything in any other Ordinance be paid to the Colonial Treasurer.
256. Where a limited company is plaintiff in any action or other legal proceeding, any judge having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings til the security is given.
257.-(1) Hauy company fails to pay the whole or any part of any fine or penalty imposed by a Magistrate under this Ordinance within one month of the day on which the said fine or penalty was impose, the registrar of companios shall publish in the Gazette and send to the company by post a notice that at the expiration of two mouths from the date of such notice the name of the company mentioned therein will, unless the said fine or penalty be sooner pail, be struck off the register and the company will be dissolved.
(2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, striko its name off the register, and shall publish notice thereof in the Gazette, and on the publication in the Gazette of this notice the company shall be dissolved: Provided that the liability (if any) of every director, maunging officer, and member of the company shall continue and may be enforced as if the company had not been dissolved.
(3) If a company or any member or creditor thereof feels aggrieved by the company having been struck off the re- gister, the court on the application of the company or member or creditor may, if satisfied that it is just that the company to restored to the register, order the name of the company to be restored to the register, and thereupon the company shall be deemed to have continued in existence as if its name bad not been struck off; and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons
in the same position as nearly as may be as if the name of the company had not been struck off.
(4) A letter or notice under this section may be addressed to the company at its registered office, or, if no office has been registered, to the care of some director or oilieer of the company, or, if there is no director or officer of the company whose name and address are known to the re- gistrar of companies, may be sent to each of the persous who subscribed the memorandam, addressed to him at the address mentioned in the inciporandiun.
Provided that nothing in this section shall affect any other legal method of enforcing fines or penalties imposed by a Magistrate.
258. If in any proceeding against a director, or persou occupying the position of director, of a company for grant relief negligence or breach of trust it appears to the court
in certain casey.
Ib. s. 279.
Penalty for false state- ment.
Ib. 6. 281.
hearing the case that the director or person is or way be liable in respect of the negligence or breach of trust, but has noted honestly and reasonably, and ought fairly to be excused for the negligence or breach of trust, that court may relieve him, either wholly or partly, from his ability on such terms as the court may think proper.
259. If any person in any return, report, cortificate, balance sheet, or other document, required by or for the purposes of any of the provisions of this Ordinance specified in the Fourth Schedule hereto, wilfully makes a statement faise in any material particular, knowing it to be false, be shall be guilty of a misdeineauor.
351
341
No comments yet.
Private notes are available after approval.