CO129-567-10 Companies Amendment Ordinance- draft bill 15-9-1938 - 28-9-1938 — Page 205

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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.

(3) 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:-

(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;

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

to-

(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.

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(5) Nothing in this section shall authorise the company to alter any such provisions contained in any instrument constituting or regulating the company. us would, if the company had originally been formed under this Ordinance, have been required to be contained in the memorandum and are not authorised to be altered by this Ordinance.

(6) Nothing in this Ordinance shall derogate from

any power of altering its constitution or regulations which may, by virtue of any Ordinance, Act of Parliament or other instrument constituting or regu- lating the company, be vested in the company.

(7) In this section the expression "instrument" includes deed of settlement, contract of co-partnery, cost-book regulations and letters patent.

309.-(1) Subject to the provisions of this section, power to a company registered in pursuance of this Part of this substitute Ordinance may by special resolution alter the form of memoran. its constitution by substituting a memorandum and dum and articles for a deed of settlement.

articles for deed of settlement.

19 & 20 Geo.

(2) The provisions of this Ordinance with respect 5, c. 23, to confirmation by the court and registration of an a. 334. alteration of the objects of a company shall so far

as applicable apply to an alteration under this section

with the following modifications:-

(a) There shall be substituted for the printed copy of the altered memorandum required to be delivered to the registrar of companies & printed copy of the substituted memorandum and articles; and

(b) On the registration of the alteration being certified by the registrar the substituted memorandum and articles shall apply to the company in the same manner as if it were a company registered under this Ordinance with that memorandum and those articles, and the company's deed of settlemnt shall cease to apply to the company.

(8) An alteration under this section may be made either with or without any alteration of the objects of

the company under this Ordinance.

(4) In this section the expression "deed of settle- ment" includes any contract of copartnery or other instrument constituting or regulating the company, not being an Ordinance, Act of Parliament, a royal charter, or letters patent.

restrain

310. The provisions of this Ordinance with respect to Power of staying and restraining actions and proceedings against court to a company at any time after the presentation of a stay or petition for winding up and before the making of a proceedings. winding-up order shall, in the case of a company 19 & 20 Geo. registered in pursuance of this Part of this Ordinance, 5, c. 23, where the application to stay or restrain is by a credi- . 335. tor, extend to actions and proceedings against any contributory of the company.

311. Where an order has been made for winding Actions

order

up a company registered in pursuance of this Part of stayed on this Ordinance, no action or proceeding shall be com- winding-up menced or proceeded with against the company or 19 & 20 Geo. any contributory of the company in respect of any 5 e. 23, debt of the company, except by leave of the court, s. 336. and subject to such terms as the court may impose.

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