CO129-537-11 Companies Ordinance 1932 2-12-1932 - 26-5-1934 — Page 137

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129/33

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م الشمسية

Provisions

of Fart X

cumulative.

122

317. The provisions of this Part of this Ordinance with respect to unregistered companies shail be in addition to and not in restriction of any provisions

19 & 20 Geo. herein before in this Ordinance contained with respect

5, c. 23,

*. 342.

Companies

to which

Part XI

applies.

5, c. 23,

te winding up companies by the court, and the court or liquidator may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by it or him in winding up companies formed and registered under this Ordinance :

Provided that an unregistered company shall not, except in the event of its being wound up, be deemed to be a company under this Ordinance, and then only to the extent provided by this Part of this Ordin-

ance.

PART XI.

COMPANIES INCORPORATED OUTSIDE THE COLONY

CARRYING ON BUSINESS WITHIN THE COLONY.

318. This Part of this Ordinance shall apply to all companies incorporated outside the Colony which, after the commencement of this Ordinance, establish a 19 & 20 Geo. place of business within the Colony, and to all com- panics incorporated outside the Colony which have, before the commencement of this Ordinance, establish- ed a place of business within the Colony and continue to have an established place of business within the Colony at the commencement of this Ordinance.

8. 343

Documenta, &c. to be

delivered to

registrar by companies carrying on business in the Colony, 19 & 20 Geo.

5. c. 23,

s. 344 and

Ordinance

No. 58 of 1911, s. 252.

outside

the

319.-(1) Companies incorporated Colony which, after the commencement of this Ordin- ance, establish a place of business within the Colony, shall within one month from the establishment of the place of business, deliver to the registrar of companies for registration-

(a) a certified copy of the charter, statutes or memorandum and articles of the company. or other instrument constituting or defining the constitution of the company, and, if the instrument is not written in the English language, a certified translation thereof;

(b)

list of the directors of the company, con- taining such particulars with respect to the directors as are by this Ordinance required to be contained with respect to directors in the register of the directors of a company;

(c) the names and addresses of some one or more persons resident in the Colony authorised to accept on behalf of the company service of process and any notices required to be served on the company.

and, in the event of any alteration being made in any such instrument or in the directors or in the names or addresses of any such persons as aforesaid, the com- pany shall within a reasonable time file with the registrar of companies a notice of the alteration.

Any process or notice required to be served on the company shall be sufficiently served if addressed to any person whose name has been so filed as afore- said and left at or sent by post to the address which has been so filed.

(2) Companies to which this Part of this Ordinance applies, cther than the companies mentioned in sub- section (1) of this section, shall (if at the commence- ment of this Ordinance they have not delivered to the registrar the documents and particulars specified in

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subsection (1) of section two hundred and fifty-two of the Companies Ordinance, 1911,) deliver the docu- ments and particulars in accordance with subsection (1) of this section within three mouths from the commencement of this Ordinance.

(3) Every company to which this section applies shall in every year file with the registrar of companies such a statement in the form of a balance sheet as would, if it were a company formed and registered under this Ordinance and having a share capital, he required under this Ordinance to be included in the annual return.

(4) Every company to which this section applies, and which uses the word "Limited", or the Chinese characters, as part of its name shall—

(a) in every prospectus inviting subscriptions for its shares or debentures in the Colony state the country in which the company is in- corporated; and

(b) conspicuously exhibit on every place where it carries on business in the Colony the name of the company and the country in which the company is incorporated; and

(c) have the name of the company and of the country in which the company is incorporated mentioned in legible characters in all bill-heads and letter paper, and in all notices, advertise- ments, and other official publications of the company.

(5) If any company to which this section applies fails to comply with any of the requirements of this section, the company, and every officer or agent of the company, shall be liable to a fine not exceeding five hundred dollars, or, in the case of a continuing offence, fifty dollars for every day during which the failure continues.

(6) For the purposes of this section-

(a) "certified" means certified to the satisfaction of the registrar of companies to be a true copy or a correct translation;

(b) director" includes any person occupying the position of director, by whatever name called;

(c) "place of business' includes a share transfer

or share registration office; and

(d) "prospectus" means any prospectus, notice, circular, advertisement, or other invitation, offering to the public for subscription or pur- chase any shares or debentures of the com- pany.

(7) There shall be paid to the registrar of companies for registering any document required by this section to be filed with him a fee of three dollars or such smaller fee as may be prescribed.

320.—(1) No company incorporated outside the Power of Colony elsewhere than in the United Kingdom or a companies British possession, may hereafter acquire immovable incorporated

outside the property (except tenancies at rack rents for terms not Colony to exceeding five years) in the Colony unless—

hold im- movable

(a) It is empowered by its constitution to acquire property

immovable property;

by consent. 19 Geo. 5, (b) it shall have filed with the registrar of com- c. 23, s. 345

panies the documents and particulars specified in section 319 (1); and

and Ordinance No. 58 of 1911, s. 253.

(c) it shall have obtained the special consent of

the Governor in Council.

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