CO129-557-9 British protection of companies in China 26-3-1936 - 27-2-1937 — Page 90

be allowed to operate in China without the consent of the

Minister. A "British Company", as stated in paragraph 3 of

this memorandum is defined in Article 3 of the principal

Order, which also defines "Minister" as including His

Majesty's Minister in China, a Chargé d'Affaires or other

chief diplomatic representative.

It is for consideration

whether that definition and also the definition of "The

Legation" in the principal Order should not now be replaced

by definitions of "Ambassador" and "Embassy".

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12. Draft Article 194(2) follows the lines of Article

200(2), but substitutes "director, manager, secretary or

other officer in China" for the word "member". Whilst it.

may be practicable to impose conditions on members of a

Company limited by guarantee, it is submitted that it is

both impracticable and unnecessary to consider the nationality

of the shareholders in an ordinary limited company. The

words "director, manager, secretary or other officer" which

are substituted for "member" are taken from the third para-

graph of Article 200, and the words "in China" are added

because it is submitted that the nationality of officers

of a head office or branch in Hong Kong or elsewhere outside

China is immaterial for the purposes of the new Article.

The draft also substitutes in Article 194 (2) the words "for

ensuring that the operations of the Company in China shall

be fully subject to the jurisdiction of the Court" for the

words "for ensuring the payment of the amount for which he

would be liable under the guarantee" which appear at the end

of Article 200(2) as this seems to be the object Sir John

Brenan has in view. "The Court" is defined in Article 3

of the principal Order of 1925.

12.

Draft Article 194(3) is the penalty clause, which is

generally on the lines of Article 200(3); but the accruing

fine is put at 50 dollars a day instead of at 500 dollars

a day. This lesser penalty is borrowed from the present

Article 194(3) and seems more appropriate. A paragraph

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