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HONGKONG LEGISLATIVE COUNCIL
COUNCI
The Objections and Reasons," state that Article 3 of the China (Amendment) Order- in-Council, 1910, provides as follows:-
· Where a person not belonging to Houg kong is sentenced 10 imprisonment and deportation under Article 2. and is sent for imprisonment to Hongkong, the Governor of Hog kong shali, if lawfully empowered thereto. deport such person to the place to which he was ordered by The Court to be deported and if not so empowered the Governor shal cause such person to be sent | back to Shanghai."
Cla 2 of the Bill included to give the Governor, so far as the competency of, the local legislature extends, the necessary powers to enable him to carry out the duties indicated in the above article.
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In the case of Hongkong and China companies, those companies which are managed here, the directors and officers and that makes it easy for the Courts to are within our territorial jurisdiction, exercise effective jurisdiction over the company. But in the case of China com- panies managed from some place China, which frequently have their officers and directors and property out- side our territory, the Courts here are not in a position to exercise at present any effective control over the company. The only way in which control can be exer- cised over the company in China by the Supreme Court of China, is, of course. through the person of the British officers and directors, and the main scheme of the Order-in-Council and the Bil is to ensure that a company registered in Hongkong, which carries on business in China and is managed from some place in China, shall have a certain proportion of British directors through whom control
The objects of clause 3 are a to provide that more registration as British Consulate in China shall no longer a bar to deporta tion awi b) to define the form of the cortinay be exercised over the Company.
ficate of Bitish birth.
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These two pieces of legislation also pro- vide that the auditors must be British subjects, that no pers.n other than British subject shall be appointed iqui- THE ATTORNEY-GENERAL
dator of a China company without the thecond reading of the Bill intitu.ed, leave of the Court, and that no shares "An Ordinance to amend the law relating shall in future be issued except either to companies.
as fully paid up shares or on the terms In doing so he said: This Pill, Sir, is supplementary to the that the shares shall be fully paid up That China Companies Order-in-Council, 1915, three months after allotment.
is, of course, to whien has just been issued by His provision
avoid which The object of the the difficulty
has bren felt Majesty-m-Council,
enforcing calls in th. two catment, at i.e, the Order-in-Coun-
case who persons
not of eil, and this Bill, is to enable better contro
Le exercised
Shareholders who kune Companies
not amenable, of busin in China, and, incident-course, to the British Courts, and it ally.
circum- the might be difficult, in certain operations in China of Hongkong com. stances, to recover from them in cases of panies which are controlled from Hong-winding up. The Order-in-Council and kong. The companies registered in Hong- the Bill also provided that the two Courts, kong which carry on business in China the Supreme Court of Hongkong and the fall into two classes, companies which are Supreme Court for China, shall
another, com- auxiliary to one
and shall managed from Hongkong, and
enforce each other's orders. There are also panies which are managed in place in China. such
Shang-provisions for transferring any parti- hai. The former class re in the Order-cular winding up from one Court to the in-Council and the Bill, given the name other in case the other Court may be in of Hong-China Companies
a better position to supervise that wind- the other class, companies managed from ing up. Provision is also made for the establishment of a registry of companies some place in China, are given the name
China Companies." There may be at Shanghai where all documents relating some question as to the particular class to China companies shall be filed and under which a company should fall, and where all fees shall be paid. The juris- tint 112 ven be a question whether diction, of course, of the Supreme Court over these companies will a particular company falls into either for China class. But the main distinction is elvar. I continue to be exercised in accordance
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HONGKONG LEGISLATIVE COUNCIL
Jan-
with the Ordinances passed in Hongkong with respect to companies registered here. There is one other point which I think I should refer to. It is known, of course, that a number of companies here have their register of shareholders not in Hong: kong but at Shanghai and other coast ports, and this is done under a system of licences. When a Company is licensed to keep its register at some other place out- side the Colony, the shares on that regis- ter pay no death duties, and transfer fees are not payable in respect of the transfer of shares. That, of course, has the effect of depriving the Colony of a certain amount of revenue, and the com- pany, by way of compensation, pays an annual fee to the Government of Hong kong. Now when this Bill comes into force with the Order-in-Council on uary 1st the local registry of licences will disappear so far as China is concerned, but is was never expected that the fee payable by these companies to the Hong- kong Government as compensation for the loss of revenue referred to would be aban doned, and the Bill provides that the fee shall continue to be paid to the Colonial Treasurer. In addition to the altera tions in the Companies Ordinances neces- sitated by the Order-in-Council to bring our law into line with the Order-in Council, there are also some other amend ments, none of which, I think, are of Some are any far-reaching importance. corrections of obvious mistakes; others are slight improvements in the form of the principal Ordinance. It is intended, Sir, that this Ordinance shall come into force on January 1st, which is the date upon which the Order-in-Council will come into force. I beg to move the second reading.
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in the future in determining exactly in what category a company is formed. Of course, I am aware that the learned Attorney-General has followed the word ing of the China Order-in-Council, and I quite realise that he felt himself bound to do so. But, Sir, I think it is just as well to point out that I think this is a practical difficulty which might arise in the future. Another point, Sir, which I would like to draw attention to is in connection with sub-section 4 of Clause 3 of the Bill which says:-"All fees which companies are required by the Companies Ordinance to pay to the Registrar of Companies shall, in the case of a China Company, be paid to the Registrar of Companies at Shanghai." Your Excel- lency will remember that in introducing the Budget for this year you made use of the following expressions: Under Other contributed from this Charges" there is a sum equivalent to £300. Colony towards the cost of establishing a Registry of Companies which is to be This registry established at Shanghai. will be subordinate to the Hongkong Registry, and as the whole of the fees desirable received will be paid over to the Hong- kong Government, it is very that the Colony should make a tribution towards the annual expense Sir, there does seem to be involved." a discrepancy between what fell from your Excellency and the provisions of sub-section 4 of Clause 3 of this Bill, and it seems to me that we were given to un- derstand, when the Budget was introduced, that the fees would be paid over to the Hongkong Government. I do not know, Sir, whether the explanation is to be found in the Order-in-Council for China which has been referred to by the learned Attorney-General. The Order-in-Council which are paid says that all fees to the Registrar of Companies at Shang- hai shall be paid by him to the Colonial Well, Sir, I Treasurer at Hongkong.
rather bewildered at the and confess I
procedure adopted roundabout would like to know, definitely, really what arrangement has been come to-whether the Governor will be able to assure us that what His Excellency said in intro- ducing the Budget is correct; and that the whole of the fees received from the companies will be paid over to the Hong- kong Government. There is some doubt on the point, and it should be cleared up. I have a few small amendments to make when the Bill is in Committee.
HON. MR. POLLOCK-I should like to In say a few words upon this Bill, Sir. the first place, it seems to me that the
China definition of
Companies, and Hongkong and China Companies, respec- tively, are somewhat vague and likely to lead to some difficulty. I rather gather from what fell from the learned Attorney- General that the question of whether a was directed or controlled in company particular places or not was in the main to be determined by the question of where the directors were. But, Sir, there are some companies in this Colony in which there are directors in the three or four different places, and under three or four different jurisdictions, and therefore, Sir. I fancy that there might be some difficulty
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