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are not such as can be conveniently porformed by the Governor, but where a higher, or a more judicial, authority than the Official Receiver seemed desirable, "Court" has been adopted. In one case, which relates to the making of roles, the power has been given to the Legislative Council, and in another, which is offly a matter of registration, "Registrar of Companies" has been chosen.
Rules-Fees-Tables-Forms.
The provisions of the Act and of the Bill are compared under the following heads :---
(a.) Fee for search by non-members of a company's registers of members and mortgages.-In the Act the fee is 1.-, and in the Bill it is 50 cents, which is the present fee for search of the register of members, Act, Sections
30 & 101: Bill, Clauses 31 & 102.
(b) Fee for copies supplied by a company.-In the Act the fee is sixpence per hundred words, and in the Bill it is 25 cents per folio, which is the present fee for copies of the register of members. Act, Sections 30 & 102; Bill, Clauses 31 & 103.
(c.). Fee for search in the office of the registrar of companies.-- The Act provides for the payment of such fees as may be appointed by the Board of Trade, not exceed- ing one shilling for each inspection". The Bill fixes it at $1.00, which is the prescut fee. Act, Section. 243 (0); Bill, Clause 223 (5),
(d.) Fees for copies supplied by the registrar of companies.----- The Act provides for foes not exceeding 3- for a certificate of incorporation and not exceeding sixpence per tolio for a copy of any other document." The Bill fixes the fees at $5.00 and 40 cents per folio respective ly, which are the present fees. Act, Section 243 (6) : Bill, Clause 223 (5).
(e.) Fees on registration of a company and on registration of an increase of capital. These are set out in Table B in the First Schedule both in the Act and in the Bill. Table B in the Bill simply re-enacts Table B of the present Companies Ordinance, 1865, which contains the fees chargeable bere at present. Our scale is a little higher than the seale in the Act, so far as it goes, but it stops at a maximuin of $300 while the English scale goes up to £50. To look only at Table B, how- ever, would be to obtain a very misleading comparison between the fees payable on the registration of a com- pany in England and Hongkong respectively, for in England there is payable in addition a Capital Duty of 5- per £100 of capital, and there is no limit upon this duty. It was imposed by the Finance Act, 1899, s. 7, and bas no counterpart in Hongkong. The re- sult is that in all but the very sinallest companies our registration fees are far lower than the English fees. For instance, in the case of a company with a capital of $500,000 our fee is $224 while in England it would be £127-10-0, or say $1,500. For present purposes have disregarded such fees as do not vary with the amount of the capital.
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The fees in Table B of the Act may be lowered, but may not be increased, by the Board of Trade (Sections 118 & 241). Similarly, those in Table B of the Bill may be lowered, but may not be increased, by the Governor (Clauses 118 & 224).
(1.) Fee for registration of documents. This is 5-under the Act, and $3, the present fee, under the Bill. Act. Section 274 and Table B; Bill, Clause 252 and Table B.
(9.) Stamps on memorandum and articles.--Both the Act and the Bill require that the memorandum and the articles shall each bear the same stamp as if it were
a deed. In England the general deed stamp is 10-, and in Hongkong it is $30. Act, Sections & and 12; Bill, Clauses 7 and 13.
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(h.) Stamp on share warrants to bearer.--The present Com- panies Ordinance, 1865, s. 51, requires share warrants to bearer to be stamped with an ad valorem stamp of 30 cents per $100 of nominal value. In England this duty is provided for in the Stamp Act, 1891, and not in the Companies Act, and it has been decided to deal with it here in an amendment of the Stamp Ordinance. It may be mentioned that the English rate is five times the present Hongkong rate.
(1) Winding up fees.--Under the Act these are fixed by the Lord Chancellor with the sanction of the Treasury, and under the Bill by the Governor-in-Council. Act, Section 237 (3); Bill, Clause 219 (2).
() Winding up Rules including winding up forms”.-- Under the Act these are made by the Lord Chancellor with the concurrence of the President of the Board of Trade, and under the Bill by the Chief Justice with the sunetion of the Colonial Treasurer. Act, Section 237 (1); Bili, Clause 219 (1).
(k) All other rules of procedure, including rules as to costs and fees", are made in Eugland by the authority having power to make rules for Supreme Court, i.ẻ, the Lord Chancellor, Lord Chief Justice, Master of the Rolls, President of the Probate, Divorce and Admiralty Division, and four other judges. The Bill places this power in the Chief Justice with the approval of the Legislative Council". This is the authority which possesses, under section 32 of Ordin- ance 3 of 1873, the limited power of making rules for the Supreme Court which is all that the legislature has parted with in this Colony (except for a limited power given to the Chief Justice by Section 709 of the Code of Civil Procedure). Act, Section 238; Bill, Clause 220.
(1) Tables and Forms.--Under the Act, any of the tables and forms in the First Schedule to the Act may be altered by the Board of Trade, except that it may not increase the fees payable to the registrar of companies. Under the Bill these tables and forms may be altered by the Governor, and he also has no power to increase the fees payable to the registrar of companies. Act, Section 118; Bill, Clanse 118.
Banks.
The fact that banking partuerships were excluded from the operation of the Companies Ordinance, 1865, has necessitated the insertion in Clause 227 of a provision that banking companies in existence at the time of the commencement of the Bill may register under it, and of a consequential alteration in Clause 234. Of course existing banks need not register unless they wish. In one other matter relating to banks the Bill differs from the Act, że, limited banking companies are not required to publish the statement of assets and liabilities referred to in Clause 108 of the Bill Act, Sections 108, 249, 256: Bill, Clauses 108, 227, 234.
Inspection of Register of Members.
The Bill provides that the registrar of companies may inspect the registers of mombers, mortgages, and debenture holders, of any company without fee. Act, Sections 30 (1), 101, 102; Bill, Clauses 31 ), 102, 103.
Holding of lands in Hongkong by Foreign Companies. Under the Bill, every company incorporated outside the Colony which fulfils the conditions of Clause 252 is empowered to hold lands in the Colony: this follows the present law (see Ordinance 7 of 1908). The Act gives the power only to companies incor- porated in a British possession. Act, Sections 274, 275; Bill, Clauses 252, 253.
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