Special reso- lation of limited com. pany making hability of directors un- limited.
8 Edw. 7 c. 69 s. 61.
Registered office of
company. Ib. s. 92.
Publication
of name by
a limited
16. s. 63.
company.
24
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 memorandum so as to render unlimited the liability of its directors, or managers, 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 embodied in or annexed to every copy of the memor- andum issued after the coufirmation of the resolution.
(3) If a company makes default in complying with the requirements of this scution, it shall be liable to a fine not exceeding 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 liable to the like penalty.
PART III.
MANAGEMENT AND ADMINISTRATION.
Office and Name,
63.-) Every company shall have a registered office in the Coloty 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 shall record the same.
(8) If a company carries on business without complying with the requirements of this section it shall be liable to a
fine nor exceeding fifty dollars for every day during which it so carries on business.
64.-(1) Every limited company---
(a) shall paint or affix, and keep painted or affixed, its nume ou the outside of every office or place
in which its business is carried on, and on the outside of its registeral office, in a conspicuous position, in letters easily legible:
(4) shall have its name mentioned in legible ebarac-
ters on his seal :
(r) shall have its name mentioned in legible charac- ters in all notices, advertisements, and other official prblications of the company, and in all bills of exchange, promissory notes, endorse- ments, cheques, and orders for money or goods purporting to be signed by or on behalf of the company, and to all bills of parcels, invoices, receipts, and letters of credit of the company : (d) any limited company with a Chinese name cr using a Chinese equivalent shall append the Chinese characters A 5).
(2) If a limited company does not paint or affix, aud keep painted or affixel, its name in manner directed by this Ordinance, it shall be liable to a fine not execeding fifty dellars 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 aux director, naunger, or officer of a limited com- pany, or any person on its behalf, uses or authorizes the ase of any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues. or authorises the issue of any notice, advertisement, or other official publication of the company, or sigus or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque, order 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 uame is not mentioned in manner aforesaid, he shall be liable to a fine not exceeding five hundred dollars, and shall further be personally liable to the
25
holder of any such bill of exebauge, promissory vote, cheque, or order for money or goods, for the amount thereof, unless the same is duly paid by the company.
Meetings and Proceedings,
65.-(1) A general meeting of every company shall be Annual held ones at the least in every calendar year, and not more general than fifteen mouths after the holding of the last preceding meeting. general meeting, and, if not so held, the company and every 89 8. 6t.
8 Edw. 7 e. director, manager, secretary, and other officer of the com- pany, who is knowingly a party to the default, shall be liable to a fine not exceeding five hundred dollars.
(2) When default has been made in holding a meeting
of the company in accordance with the provisions of this section, the court may, on the application of any member of the company call or direct the calling of a general meeting of the company.
of company. 1b, s. 65.
66.-(1) Every company limited by shares and gis- First statu- tered on or after the date of the coming into operation of tory meeting this Ordinance shall, within u period of not less than one month nor more than three months from the date at which the company is entitled to conuence lasiness, Hok a general meeting of the members of the company which Shall be called the statutory meeting.
(2) The directors shall, at least seven days before the day on which the meeting is held, forward a report (in this Ordinance called the statutory report") to every member of the company and to every other person entitled under this Ordinance to receive it.
(3) The statutory report shall be certified by not less than two directors of the company, or, where there are less than two directors, by the sole directer and manager, and
xball state--
(a) the total unmber of shares allotted, distinguish-
ing shares allotted as fully or partly paid up otherwise than in euch, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the emusideration for which they have been allotted; (4) the rotal amount of cash received by the com- pany in respect of all the shares allerted, distinguished as aforesaid :
(e) an abstract of the receipts of the company on account of its capital, whether from shares or debentures, aunt of the payments made thercout, up to a date within seven days of the date of the report, exhibiting under distinctive head- ings the receipts of the company from shares and debentures and other sources, the payments made thereont, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company;
(d) the names, addresses, and descriprions of the directors, amlitors, managers (if any), and se- cretary of the company; and
(e) the particulars of any contraer, the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification. (4) The statutory report shall, so far as it relates to the shares alotted by the company, and to the cash received in respect of such shares, and to the receipts and payments
of the company on capital account, he certified as correct by the auditors, if any, of the company,
(5) The directors shall evise a copy of the statutory report, certified as by this section required, to be filed with the registrar of companies forthwith after the sending thereof to the members of the company.
(6) The directors shall cause a list showing the names, descriptions, and addresses of the members of the company, and the number of shares heki by them respectively, to be produced at the commencement of the meeting, and to remain open and accessible to any member of the company during the coutinuance of the meeting.
423
No comments yet.
Private notes are available after approval.