CO129-537-11 Companies Ordinance 1932 2-12-1932 - 26-5-1934 — Page 271

337

for Act"

added

for "Act"

added. See No.58

of 1911.5.236

for "Act"

for "Teath"

for "Act"

reference to Scotland

omitted,

for "Act"

do

do

do.

do.

added.

Authentics- tion of

statements

of existing companies.

118

300 The lists of members and directors and any other particulars relating to the conipany required to be delivered to the registrar shall be verified by " statutory declaration of any two or more directors or

19 & 20 Geo. other principal officers of the company.

5, c. 23.

8. 325. Registrar

may require

evidence as to nature

of company. 19 & 20 Geo.

5, 23,

$. 326.

Exemption

of certain

companies

from pay-

301 The registrar muy require such evidence as he thinks necessary for the purpose of satisfying himse f whether any company proposing to be registered is or is not a joint stock company as hereinbefore defined.

302. No fees shall be charged in respect of the registration in pursuance of this Part of this Ordinance of a company if it is not registered as & limited ment of fees, company, or if before its registration as a limited com 19 & 20 Geo. pany the liability of the shareholders was limited by 5, c. 23. some other Ordinance or Act of Parliament or by

letters patent.

s. 327.

Addition

of "limited"

Penan

19 & 20 Geo. 5, c. 23

+ 328.

Certificate

of registra- tion of existing companies. 19 & 20 Geo 5, c. 23,

$. 329,

Vesting of

property on registration, 19 & 20 Geo 5, c.23, s.330.

Saving for existing

liabilities.

19 & 20 Geo.

5, c. 23,

s. 331.

Continuation

of existing actions.

19 & 20 Geo.

5, c. 23,

8. 332.

Effect of registration under Ordinance.

19 & 20 Gen 5. t. 23,

3. 333.

303. When a company registers in pursuance of this Part of this Ordinance with limited liability, the word "limited" shall form, and be registered as, part of its name and any Chinese equivalent of its name which the company may use shall contain the Chinese characters. 有限公司

304. On compliance with the requirements of this Part of this Ordinance with respect to registration. and on payment of such fees, if any, as are payable under the Ninth Schedule to this Ordinance, the registrar shall certify under his hand that the com pany applying for registration is incorporated as company under this Ordinance, and in the case of a limited company that it is limited, and thereupon the company shall be so incorporated

305. All property, real and personal (including things in action), belonging to or vested in a compan at the date of its registration in pursuance of this Part of this Ordinance, shall on registration pass to an vest in the company as incorporated under this Ordin ance for all the estate and interest of the company therein.

306. Registration of a company in pursuance of this Part of this Ordinance shall not affect the rights or liabilities of the company in respect of any debt or obligation incurred, or any contract entered into. by, to, with, or on behalf of, the company before registration.

307. 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 continued in the same manner as if the registration had not taken place :

Provided that execution 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, decree, or order, an order may be obtained for winding up the company.

308.-(1) When a company is registered in pur- suance of this Part of this Ordinance the following provisions of this section shall have effect.

(2) Ali provisions contained in any Ordinance. Act of Parliament 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 guarantee.

" for Act"

119

shall be deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if so much thereof as would, if the com- pany had been formed under this Ordinance, have been required to be inserted in the memorandum, were contained in a registered memorandum, and the residue thereof were contained in registered articles.

(8) All the provisions of this Ordinance shall apply to the company, and the members, contributories. and creditors thereof, in the same manner in all respects as if it had been formed under this Ordinance, subject as follows:-

$0-

(a) Table A shall not apply unless adopted by

special resolution;

(b) The provisions of this Ordinance relating to the numbering of shares shall not apply to any joint stock company whose shares are not numbered;

(c) Subject to the provisions of this section the company shall not have power to alter any provision contained in any Ordinance or Act of Parliament relating to the company: (d) Subject to the provisions of this section the company shall not have power, without the sanction 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;.

(f) In the event of the company being wound up, every person shall be a contributory, in res- pect of the debts and liabilities of the company contracted before registration, who is liable 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, so far as relates to such debts or liabilities as aforesaid;

(g) In the event of the company being wound up, every contributory shall be liable to contribute to the assets of the company, in the course of the winding up, all sums due from him in respect of any such liability as aforesaid, and, in the event of the death, bankruptcy, or insolvency, of any contributory, or marriage of any female contributory, the provisions of this Ordinance with respect to the personal representatives, to the trustees of bankrupt or insolvent contributories, and to the liabilities of husbands and wives respectively, shall apply.

(4) The provisions of this Ordinance with respect

(a) the registration of an unlimited company as

limited;

(b) the powers of an unlimited company on regis- tration as a limited company to increase the nominal amount of its share capital and to provide that a portion of its share capital shall not be capable of being called up except in the event of winding up;

(c) 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 Ordinance, Act of Parliament, royal charter, or other instrument constituting or regulating the company.

for "Act"

do

do

do

added

for "Board of Trade"

for "Act"

added.