140
Restriction
on registra
tion of com- panies by certain
names.
19 & 20 Geo.
5, c. 23,
8. 17.
Power to
dispensa with "Limited"
in name of charitable and other companies.
19 & 20 Geo.
5, c. 23,
3. 18.
6
was furnished on the occasion of the original registra- tion of the company, but, save as aforesaid, the registration shall take place in the same manner and shall have effect as if it were the first registration of the company under this Ordinance, and as if the provisions of the Ordinances under which the company was previously registered and regulated had been contained in different Ordinances from those under which the company is registered as a limited com- pany.
Provisions with respect to Names of Companies. 19.-(1) No company shall be registered by a name which-
28 to
90 be
(a) is identical with that by which a company in existence is already registered, or nearly resembles that name calculated to deceive, except where the company in existence is in the course of being dissolved and signifies its consent in such manner as the registrar requires; or (b) contains the words "Chamber of Com. merce, unless the company is a company which is to be registered under a licence granted in pursuance of the next following section of this Ordinance without the addition of the word "Limited" to its name; or
"
(c) contains the words "Building Society." (2) Except with the consent of the Governor no company shall be registered by a name which—
(a) contains the words "Royal" or "Imperial" or in the opinion of the registrar suggests, or is calculated to suggest, the patronage of His Majesty or of any member of the Royal Family or connection with His Majesty's Government or any department thereof; or (b) contains the words "Municipal" or "Char- tered" or in the opinion of the registrar suggests, or is calculated to suggest, con- nection with any municipality or other local authority or with any society or body in- corporated by Royal Charter; or
(c) contains the word "Co-operative." (d) contains the word "British": Provided that this paragraph shall not apply to any China company.
20. (1) Where it is proved to the satisfaction o the Governor that an association about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity, or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to pro- hibit the payment of any dividend to its members, the Governor may by licence direct that the associa- tion may be registered as a company with limited liability, without the addition of the word "Limited' to its name, and the association may be registered accordingly,
those
(2) A licence by the Governor under this section may be granted on such conditions and subject to such regulations as he may think fit, and conditions and regulations shall be binding on the association, and shall, if the Governor so direct, be inserted in the memorandum and articles, or in one of those documents,
(3) The association shall on registration enjoy all the privileges of limited companies, and be subject to all their obligations, except those of using the word "Limited" as any part of its name, and of publishing its name, and of sending lists of members to the registrar of companies.
(4) A licence under this section may at any time be revoked by the Governor, and upon revocation the registrar shall enter the word "Limited" at the end of the name of the association upon the register, and the association shall cease to enjoy the exemptions and privileges granted by this section:
Provided that, before a licence is so revoked, the Governor shall give to the association notice in writing of his intention, and shall afford the association an opportunity of being heard in opposition to the revocation.
(5) Where the name of the association contains the words "Chamber of Commerce,' the notice to
be given as aforesaid shall include a statement of the effect of the provisions of subsection (3) of the next following section of this Ordinance.
21.-(1) A company may, by special resolution and Change of with the approval of the Governor (or, in the case of name.
a China company, with the approval of the Minister) 19 & 20 Geo. signified in writing, change its name.
(2) If a company, through inadvertence or other- wise, is, without such consent as is mentioned in para- graph (a) of subsection (1) of section nineteen of this Ordinance registered by a name which is identical with that by which a company in existence is previ- ously registered, or which so nearly resembles that name as to be calculated to deceive, the first- mentioned company may change its name with the sanction of the registrar.
(8) Where a licence granted in pursuance of the last foregoing section of this Ordinance to a company the name of which contains the words "Chamber of Commerce" is revoked, the company shall, within period of six weeks from the date of the revocation or such longer period as the Governor may think fit to allow, change its name to a name which does not contain those words.
If a company makes default in complying with the requirements of this subsection, it shall be liable to a fine not exceeding five hundred dollars for every day during which the default continues.
(4) Where a company changes its name, the registrar shall enter the new name on the register in place of the former name, and shall issue certificate of incorporation altered to meet the circumstances of the case,
a
(5) The change of name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.
General Provisions with respect to Memorandum and Articles,
5, c. 23, s. 19,
22.-(1) Subject to the provisions of this Ordinance Effect of the memorandum and articles shall, when registered. memoran- bind the company and the members thereof to the dum and same extent as if they respectively had been signed articles. and sealed by each member, and contained covenants 19 & 20 Geo. on the part of each member to observe all the provisions of the memorandum and of the articles.
(2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company, and be of the nature of a specialty debt.
5, c. 23, a. 20.
141
No comments yet.
Private notes are available after approval.