CO129-567-10 Companies Amendment Ordinance- draft bill 15-9-1938 - 28-9-1938 — Page 217

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Interpreta- tion.

19 & 20 Gea

5, c. 23,

s 380.

Ordinance No. 1 of 1865.

Ordinance. No. 58 of 1911.

134

Interpretation.

348.-1) In this Ordinance, unless the context otherwise requires, the following expressions have the meanings hereby assigned to them (that is to say):-

"Annual retura” means the return required to be made, in the case of a company having a share capital, under section one hundred and seven, and, in the case of a company not having a share capital, under section one hundred and eight, of this Ordinance:

"+

"Articles means the articles of association of

a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in the First Schedule annexed to the Companies Ordinance, 1865, or in that Table as altered in pursuance of powers given under that Ordinance, or in Table A in the First Schedule to the Companies Ordinance, 1911, or in that Table as altered in pursuance of section one hundred and seventeen of the last mentioned Ordinance, or in Table A in the First Schedule to this Ordinance; "Book and paper" and "book or paper" include

accounts, deeds, writings, and documenta: "Company" means a company formed and regis- tered under this Ordinance or an existing com- pany:

"Existing company" means a company formed and registered under the Companies Ordinance, 1865, or the Companies Ordinance, 1911,. **China company" means a company as defined by this section the operations of which are directed and controlled from a place within the limits of the China Orders in Council. "China Orders in Council means the China Order in Council, 1925. and any Orders amending, rend with, auxiliary to or substituted for the

sarne.

"The court" used in relation to a company means the court having jurisdiction to wind up the

company;

"Debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the com- pany or not;

"Director" includes any person occupying the position of director by whatever name called; "Document" includes summons, notice, order, and

other legal process, and registers;

"General rules" means general rules made under section two hundred and eighty-two of this Ordinance, and includes forms;

"Hong Kong China company" means a company as defined by this section, which carries on some part of its business within the limits of the China Orders in Council and the operations of which are directed and controlled from some place in this Colony.

"Memorandum" means the memorandum of asso- ciation of a company, as originally framed or as altered in pursuance of any enactment; "Minister" means IIis Majesty's Minister in China, and includes Chargé d'affaires or other chief

diplomatic representative;

"Prescribed" means as respects the provisions of this Ordinance relating to the winding-up of companies, prescribed by general rules, and as respects the other provisions of this Ordinance, prescribed by the Governor in Council; "Prospectus" means any prospectus, notice, cir- cular, advertisement, or other invitation, offer- ing to the public for subscription or purchase any shares or debentures of a company;

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The registrar of companies, or, when used in relation to registration of companies, "the registrar," means the registrar or other officer performing under this Ordinance the duty of registration of companies at Hong Kong or Shanghai as the case may require; "Share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is express- ed or implied;

"Table A" means Table A in the First Schedule to

this Ordinance.

(2) A person shall not be deemed to be within the meaning of any provision in this Ordinance a person

in accordance with whose directions or instructions the directors of a company are accustomed to act, by reason only that the directors of the company act on advice given by him in a professional capacity.

PART XIV.

CHINA COMPANIES AND HONG KONG CHINA COMPANIES.

349.--(1) There shall be a register and registrar Establish-

of companies at Shanghai.

ment of register and registrar of companies at Shanghai.

(2) All acts done within the limits of the China Validity of Orders in Council, in pursuance of the provisions of acts done this Ordinance by, to, with, or before the registrar by or before of companies at Shanghai shall, subject to the Shanghai provisions of the China Orders in Council, be of the registrar. same force and validity as if they had been done by,

to, with, or before the registrar of companies.

(3) All documents and other written information Filing of which a company is required by this Ordinance to documents. file with the registrar of companies shall in the case

of a China company be filed with the registrar of companies at Shanghai, and a copy of all such docu- ments and other written information shall in the case

of a Hong Kong China Company be filed with the registrar of companies at Shanghai.

(4) All fees which a company is required by this Fees in case Ordinance to pay to the registrar of companies shall of China

First

in the case of a China company be paid to the company. registrar of companies at Shanghai.

Schedule Table B.

350.-(1) The promoters of every intended Hong Notice to Kong China company, and of every intended China be given by company shall on or before the date of delivery for companies. registration of the memorandum and articles of the company send notice in writing to the registrar of companies and to the registrar of companies at Shanghai of the place from which the operations of the company are intended to be directed and con- trolled.

If the promoters make default in complying with the provisions of this paragraph, every promoter of the company in question shall be liable to a fine not ex- ceeding fifty dollars for each day of the company's existence up to the date on which the said promoters or the company shall give notice in writing to the registrar of companies and to the registrar of com- panies at Shanghai of the place from which the operations of the company are intended to be directed and controlled.

Every Hong Kong China company and every China company shall, in the event of any change occurring in the place from which its operations are directed and controlled, send notice in writing of such change to the registrar of companies and to the registrar of companies at Shanghai, within one month of such change occurring

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