}
¿
76
Addition of
236. When a company registers in pursuance of this -limited" to Part of this Ordinance with limited ability, the word limited" siali form and be registered as part of its namo
name.
S Hdw, 7 e. fis. 258.
Certificate of
registration
of existing
companies. Ib. s. 259.
Vesting of
property on registration, Ths. 280.
Saving for existing lia- bilities. /h. s. 261.
Continuation
of existing actions.
Jb, s. 262.
Effect of
registration.
F. s. 263.
which the
and any Chinese equivalent of its name company may use shall contain the Chinese characters
有限公司.
287. Ou complianec with the requirements of this Part of this Ordinance with respect to registration, and ou pay- ment of such fees, if any, as are payable under Table B. in the First Schedule to this Ordinance, the registrar shall certify under his hand that the company applying for registration is incorporated as A company under this Ordinance, and in the ease of a limited company that it is fimited, and thereupon the company shall be incorporated and shall have perpetual succession and a with power to hold lands.
Common Seal
238. All property, real and personal (including things. in netion), belonging to or vested in a company at the date of its registration in pursuance of this Part of this Orlimanec, shall on registration pass to and rest in the company as incorporated under this Ordinuce for all the estate and interest of the company therein.
239. Registration of a company in pursuance of this Part of this Oudinance shall not affect the rights or Binbilities of the company in respect of any debt or obliga- tion incurred, or any contract entered into, by, to, with, or on behalf of the company before registration.
240. All actions and other legal proceedings which at the time of the registration of a company in pursuance of this Part of this Ordinance are pending by or against the company, or the public officer or any member thereof, may be runtiuned in the same manner as if the registration had nor taken place; nevertheless exeration shall not issue against the effects of any individual member of the company on any judgment, decree, or order obtained in any such action or proceeding; but, in the event of the property and effects of the company being insufficient to satisfy the judgment, degree, or order, an order may be obtained for winding up the company.
241. When a company is registered in pursuance of
rubs Part of this Ordinance---
(7) All provisions contained in any Act of Parlia- met Ordinance, deed of settlement, contract of enpartuery, cost Lock regulations, letters patent, or other instrument constituting or regulating the company, including, in the case of a company registered as a company limited by guarantee, the resolution declaring the amount of the guantec, shali he deemed to be conditions mad regulations of the company, in the same manner and with the same incidents as if so much thereof as would, if the company had been formed muler this Ordinance, have been required to be inserted in the memorandum, were cote- twined in a registered memorandum, and the residue thereof were moutained in registered articles:
(1) All the provisions of this Ordinance shall apply to the company, and the members, contributories, and preditors thereof, in the same manner in all responts as if it had been formed under this Ordinance, subject as follows (that is to say) :---
(a) The regulations in Table A. in the First Schedule to this Ordinance shall not apply unless adopted by special resolution :
(b) The provisions of this Ordinance re- lating to the numbering of shares shall not apply to any joint stock company whose shares are not numbered;
77
(e) 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
(d) Subject to the provisions of this ser- tion the company shall not have power, without the sametion 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 contained in a royal charter or letters patent with respect to the objects of the company
(7) In the event of the company being wound up, every person shall be a contributory,
in respect of the debts and liabilities of the company contracted before registration, who is Hable to pay or contribute to the payment of Any debt or liability of the company contracted before registration, or to pay or contribute to the payment of any sum for the adjustment of the rights 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, s0 far as relates to such debts or abilities as aforesaid; and every contributory shall be liable to contribute to the assets of the company,
in the course of the winding up, alt sums due from him in respect of any such liability as aforesaid nad, in the event of the denth, bankruptcy, or insolvency, of any contributory, or marriage of any fomale contributory, the provisions of this Ordinance with respect to the personal representatives, heirs, and devisões of deceased contributories, to the trustees of bankrupt or insolvent contributories, and to the liabilities of husbands and wives respectively, shall apply:
(i) The provisions of this vindinance with respect
to~-
(a) the registration of an unlimited com- pany as mited;
(b) the powers of an unlimited company on registration as a limited company to increase the nominal muont of its share expital and to provide that a portion of its share capital shall not be empable of being called up except in the event of winding up;
(e) 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, Gelinance, royal charter, deed of settlement, contract of copartnery, cost book regulations. letters patent, or other instrument constituing or regulating the company 2
(in) Nothing in this section shall authorise the company to alter any sneb provisions contained in any deed of settlement, contract of copart- nery, cest honk regulations, letters patent, or other instrument constituting or regulating the company, as wendd, if the rompany had origin- ally been formed under this Ordinance bave been required to be contained in the memo- randum and are not authorised to be altered by this Ordinance.
(P) Nothing in this Uniissance hall derogate from any power of altering its constitution or regula- tions which may by viruse of any Act of Parlia- ingut, Ordinance, deed of scriement, contract of espartnery, letters patent, or other instrument constituting or regulating the company. vested in the company.
449
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