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which of course lay down certain limitations of the liquidators' discretion. Ordinance, 3rd Schedule. Rules 43 and 44; Act, Sections 146 to 149, 152 to 161, 173, 175, 187, 224, 220 to 231; Bill, Clauses 140 to 143, 146 to 155, 167, 169, 179, 213, 216 to 218.
Voluntary Winding Up.
Three main changes are introduced with regard to voluntary winding up. The first two were introduced in the United Kingdom. by the Companies (Consolidation) Act 1908, and the third was introduced in England by the Coinpanies (Winding up) Act 1890. They are as follows:--
(a.) Notice by Liquidator of his Appointment.--The liquida- for in a voluntary winding up must file a notice of his appointment with the registrar of companies within a certain time.
(b) Rights of Creditors in a Voluntary Winding up. -The liquidator in a voluntary winding up must call a meeting of creditors within a certain time, to consider whether application shall be made to the court to appoint any other person as liquidator in place of ur jointly with the liquidator appointed by the company. (c) Returns, Balances and Meetings. If the liquidation is not concluded within 12 months from the date of the reso- lution to wind up, the liquidator must make perfodical returns to the registrar of companies, must pay any balance in his hands into the Companies Liquidation Account (which is under the control of the official receiver), and must call periodical meetings of the companies and lay before them an account of his conduct of the winding up. Creditors are also given power to apply to the court, a right which formerly belonged to contributories only (Companies Act 1900). Ordinance, N Act, Sections 187, 188, 193, 194, 224; Bill, Clauses 179, 180, 185, 186, 213.
Power to declare Dissolution Void.
Power is given to the court, within two years of the dissolu- tion of a company, upon such terms as it thinks fit, to declare the dissolution void. Ordinance, Nil; Act, Section 223; Bill, Clause 212.
Court Fees and Solicitors' Costs.
At present the scales of court fees and solicitors' costs in com- panies matters differ in a few unimportant particulars from the Original Jurisdiction scale: this is inconvenient. The Bill applies the latter scale throughout. The English scales, of course, are different from ours. Ordinance, Third Schedule, Roles 93 and 94, and the Schedules thereto; Bill, Clause 221.
Use of the word “Limited”.
A company registered with limited liability under the present Ordinance must use the word "limited" as part of its name, but there is no provision for the case of companies which use a Chinese name, and it is no offence for unincorporated persons to carry ou business under a name containing the word "limited" or its Chinese equivalent. The Bill makes it an offence for unincorpor- ated persons to use the word "limited", or its Chinese equivalent BA, and it requires that any Chinese equivalent of its name which a company may use shall contain the Chinese cha. racters BA ☎]. The use of the word "limited” by un- incorporated persons was first made an offence in the United Kingilom by the Companies Act 1967. The provision as to Chinese names is of course peculiar to the Bill Ordinance, Sections 8, 9, 87, 88; Act. Sections 3, 4, 63, 258, 274, 282; Bill, Clauses 4, 5, 64, 236, 252, 200.
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Winding-up of Unregistered Companies.
The present Companies Ordinance, 1865, does not provide for the winding-up of unregistered companies although the Com- panies Act 1862 of the Imperial Parliament, on which our Ordin- ance was founded, did so provide. The Bill remedies this omission. The provision, of course, does not apply to partnerships which the Bill makes illegal. Ordinance, Mil; Act. Sections 267 to 273; Bill, Clauses 245 to 251.
Companies Incorporated outside the Colony.
At present companies incorporated outside the Colony need not file any documents or give any notice here unless they wish to hold land in the Colony. The Bill provides that every such company which in future shall commence business in the Colony shall file certain documents, shall in all its advertisements, letter paper, etc., glate the country where it is incorporated, and shall file an annual balance sheet with the registrar of companies. Foreign companies which comply with the provisions of these sections shall have power to hold lands within the Colony. Foreign companies already doing business here need not file any documents unless they wish to hold lands, and even then they will not have to advertise their country of origin or file an annual balance sheet. These provisions as to foreign companies were first introduced in the United Kingdom by the Companies Act of 1907, and the power of holding lands was first given by the Companies (Consolidation) Act 1908. It is noteworthy, however, that the Act gives that power only to companies incorporated in British possessions and not to foreign corporations generally. The rights of companies which have filed memorials under the present Foreign Corporation Lands Ordinance, 1908, (No. 7 of 1908), and the rights of the two foreign cortations specially legislated for by Ordinances Nos. 9 and 10 of 07, will not be affected. Ordinances Nos. 9 and 10 of 1907, a / of 1908. Act, Sections 274 and 275; Bill, Clauses 252
403.
Relief of Directors.
Power is given to the court to grant relief, wholly or in part,
to directors charged with negligence or breach of trust, where the court thinks that they acted honestly and reasonably and ought fairly to be excused. This power was given in the United King- dom by the Companies Act of 1907. Ordinance, Nil; Act, Section 279; Bill, Clause 258.
Failure to pay Fines.
Power is given to strike off the register any company which fails to pay a fine imposed by a magistrate. The power is carefully guarded and the procedure is founded on that for striking off efunct companies. The company cannot be struck off under three Bouths, and can be restored by the court. This provision, which does not exist in the Act, is rendered necessary here by the exist- use of the Shanghai and Tientsin companies, which lave neither ethicers nor property within the jurisdiction. Ordinance, Nil; Act, M, Bill, Clause 257.
False Statements in Returns, etc,
If any person in any return, report, balance sheet, etc., required for any of the purposes specified in the Fourth Schedule, wilfully makes a statement false in any material particular, know- ing it to be false, he shall be guilty of a misdemeanour. The Schedule includes everything of importance. Liquidators' accounts e not included, but they must in any case be verified by statutory declaration.
Ordinance, Nil; Act, Section 281; Bill, Clause 250.
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J. H. KEMP, Registrar of Companies.
13th September, 1910.
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