CO129-402 - Governor Sir May - 1913 [7-8] — Page 337

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1.

REPORT

Cott

on an Ordinance entitled An Ordinance to amend the Companies Ordinance, 1911.

The object of this Bill is to introduce some amendments

into the Companies Ordinance, 1911:

amendments the majority

of which have been suggested by members of the Commercial

Community.

2.

3.

Section 1 of the Bill is formal.

Sections 2, 3, 4, 5 6 (a), 7, 8, 10, 11, 13 and 15 in- troduce the obligation t.at Companies which propose to obtain the benefits under the law must provide in the English language their memorandum of association, articles of association, register of members, annual list of members, annual summary, statutory report, copies of special or extraordinary resolutions, pros- pectus or statement in lieu of prospectus, and the special statement required to be made by banking, insurance, benefit and similar Companies. The reason for this obligation, apart from the facilities which will thus be accorded to the Registry is the greater practical publicity which will be afforded in connection with those statutory documents from which the public ere entitled to ascertain the standing of an incorporated body. 4. Section 6 (b) provides that where a Company is formed for the purpose of taking over a business, the statutory report shall show any change taking place in the financial position of the

in Company between its/corporation and the date of the report. "he reason for this proposal is that shareholders or intending share- holders may be able to know precisely what the financial position of the Company really is. Sub-section (c) of the same section

provides for the audit of the above mentioned statement.

5.

the

Section 9 lays down

4

minium requirements of the books

which a company must keep : these are cash book, journal and ledger. An important proviso is added in which it is necessary that where the cash book is kept in a language other than English

an intelligible sumary shall simultaneously be kept in the English language; the object of this provision being to facilitete

MAL

the inspection or audit of the affairs of Companies which keep

their books in Chinese or other language unintelligible to the

large majority of Europeans. It may here be added that the

Chinese community endorses with its approval the proviso in ques-

tion.

6.

Section 12 amends a mistake in sub-section (6) of Section

89; the qualifying words which are now deleted imposed a restric

tion to which, obviously, a very large number of local Companies

which had issued a prospectus could not be amenable.

7.

Section 14 renders a Company as well as its officers liable to penalty for refuel to permit inspection of its registrable

mortgage liabilities by duly legally authorized parties.

8.

Section 16 provides for some definite check over the ap-

pointment and capacity of auditors in order to insure that the

integrity of audit may be expected.

9.

Section 17 is designed to remove a diffbculty which arises

in the language of section 185, by which it would appear that

2 Company was not able to transfer its assets to any Company

other than a local Company a hardship which it seems desirable

to remove.

10.

Section 18 has as its object the giving of power to a Com-

pany incorporated in the United Kingdom or in a British Possess-

ion to acquire immovable property without some of the restric-

tions with which this power is limited in the case of Foreign

Companies.

11.

In my opinion this is an Ordinance to which His Excellency

the Governor may properly assent in the name of His Lajesty and

on His behalf.

Sohna Buckwill

Attorney General,

26.

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