CO129-395 - Public Offices - 1912 — Page 481

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imagine cases in which it would be an object to burke the control of the Court by appointing a foreigner.

Manager" is intended to apply to a managing director who has certain liabilities under the Ordinance as well as to a special manager in winding up. I have carefully considered the case of the secretary, and do not think it necessary that he should be British. He is, I think, only liable to fine under one section of the Ordinance (section 90), and the company and directors are liable also, so that there is no fear of the company allowing him to neglect his duty. I think "manager" should be put into the Ordinace wherever it has been onuitted in copying the Companies Consolidation Act. A penalty on the company might be inserted, bat is hardly necessary.

"

Information by liong Kong Companies other

than China

8.--(1). A company registered under the Ordi- nances, other than a China company, shall, it it has a place of business established in China, Companies. within three months of the commencement of this Order, or within one month of the establishment of such place of business, file with the deputy registrar of companies in Shanghai a copy of all documents and other written information which it is required by the Ordinances to file with the registrar of companies.

(2.) If any company to which this article applies fails to comply with any of the require- ments of this article the company, and every officer and agent of the company, shall be liable to a fine not exceeding 50 dollars for every day during which such neglect has continued.

This is necessary or we shall have a gap in our register of companies doing business in China. See note to the preamble. Sub-Article (2) is section 252 (5) of the Ordinance.

9. All fees prescribed by the Governor of Fines and fees.

Hong Kong under the Ordinances to be levied by

the registrar of companies, which are paid to

the deputy registrar in Shanghai shall be paid

to the Colonial Treasurer of Hong Kong.

Article 165 of the Principal Order shall apply to all other fees and fines levied under the pro- visions of the Order or of the Ordinances applied thereby.

This provides for the Government of Hong Kong taking all registration fees, which seems just; the second part of the article simply leaves the question of other fees and fines open for negotiation. As all the work iu respect of them will by done by officers paid exclusively by the Imperial Government, it would seem right that these fines and foes should go into the Imperial Exchequer.

with they hay the

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$163-1

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Provision for auxiliary action.

Recognition of

477

10. Any Order made by the Supreme Court of Hong Kong in the course of winding up a com- pany incorporated under the-Ordinances shall be enforced in China in the Supreme Court, and in the same manner in all respects as if the Order had been made by that Court.

This is in accordance with a suggestion in the Board of Trade memorandum. The Ordinance will no doubt contain a reciprocal provision.

In a recent case a foreign plaintiff was found guilty of fraud in Shanghai, and he then proceeded to Hong Kong and commenced an action of the same nature against the same company in the Hong Kong Court. The Hong Kong Court ordered service out of the jurisdiction on the liquidators in Shanghai. All the business of the company is in Shanghai. Such a case, which might recur at any moment, would be met by an enactment by Order in Council, and Ordinance of a provision such as that in Order XI, R. 2, of the English High Court Rules with reference to service of an English writ in Scotland. My attention has been particularly drawn to this hardship by the China Association.

11.-1.) A company shall not be entitled to be British Companies. recognised or protected as a British company unless

it has complied with the provisions of this Order and the Ordinances, but shall nevertheless be subject to the jurisdiction of His Majesty's Courts in China,

(2.) Nothing in this Order shall affect the right of the Secretary of State to direct that British protection shall not be accorded to a company other than a China company, even though it has complied with this provisions of this Order and the Ordinances.

This is substantially article 44 of the draft Order as to consular registration.

We want sub-article (1), as it will deprive British companies of protection, if they seek to avoid their legal duties, e.g., under the shelter of a foreign agent, who will not be finable under section 252 (5).

Sub-article (2) will probably be desired by His Majesty's Minister. I do not, however, think that the "China company," for which we are specially legis- lating, ought to be deprived of protection when it has complied with all the special requirements which our present legislation imposes upon it. This article has been added at the last moment, and has not been secu by the Committee of the China Association.