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Effect of
re-registra- tion.
Power to
such order refers:-
(a) modify, adapt or exclude any of the provisions of the principal Ordinance but any such modification, adaptation or exclusion shall not have effect for any longer period than twelve months from the date of such order; (b) modify, adapt or exclude in any manner other than that provided for by sub-section (4) of this section any provision of the Memorandum and Articles of the company as in force im- mediately prior to the making of the order; (c) modify, adapt or exclude any of the provisions of any other Ordinance or instrument as then in force regulating the constitution or func- tions of the company provided that any modification, adaptation or exclusion of any of the provisions of any other Ordinance as aforesaid shall not have effect for any longer period than twelve months from the date of the making of such order;
(d) contain such other transitional provisions as appear to the Governor to be necessary or expedient for enabling the company to re- register under the principal Ordinance or to re-establish itself as a company under any other Ordinance of the Colony or generally for the purposes of carrying on or re-commencing business:
(e) contain such incidental supplemental and consequential provisions as appear to the Governor to be necessary or expedient for the purposes of the order.
10. Except in so far as an order otherwise provides such company shall from and after the date of such order be for all purposes a company incorporated under the prin- cipal Ordinance, or in the case of a company incorporated under any other Ordinance of the Colony, then under such Ordinance, but without prejudice to the validity of any act or thing done prior to the date of such order of the Governor,
PART III.
11. It shall be competent for the Governor to make make rules. rules for regulating the manner (including the imposition,
collection and payment of fees) in which the provisions of this Ordinance shall be carried into effect.
Without pre- judice to the generality of the foregoing, the Governor may if he thinks fit make provision by such rules for the alteration of the currency of the capital of the company where such currency has been changed pursuant to the laws or regulations in force in any other part of His Majesty's dominions.
Power of Governor
to grant
12. It shall be competent for the Governor in any case in which he thinks expedient, upon such terms as he may exemptions. consider fit, by order, to exempt any company from com- pliance with all or any of the provisions or requirements of this Ordinance or to grant any extensions of time for compliance herewith or to modify the provisions of this Ordinance in their application to any company or class of companies.
Objects and Reasons.
1. As a consequence of the war certain companies registered under the Companies Ordinance, 1932, or incor- porated under other Ordinances of the Colony, acquired an emergency status. Such status attached in two ways-
2.
A. by operation of the Defence (Companies Tem- porary Transfer of Registered Office) Regulations, 1941; and
B. by operation of the Defence (Companies) Regu- lations, 1940, (S.R. & O. 1940, No. 1213) of the United Kingdom.
As to A: Such regulations provided that, with the prior approval of the Governor, a company registered in the Colony could pass a resolution by its Board of Directors authorising the temporary removal of the company's regis- tered office from the Colony to some other part of the British Empire. Such a procedure was adopted by a mumber of companies to enable continued operation and control of a company's interests in the event, which occurred, that the Colony be occupied by the enemy.
3. Is to B: Such regulations provided that if the Board of Trade (in England) were satisfied as to the expediency (i)
of so doing for any of the purposes specified in section
of the Emergency Powers Defence) Act, 1939, it could by order, direct that a company registered in any country or territory to which such Act applied should be registered by the Registrar of Companies in the United Kingdom. Such procedure was applied in relation to a number of companies registered in Hong Kong.
1.
The object of this Bill is to provide respectively for cessation of such external registration of registered office or external registration of Hong Kong companies in the United Kingdom and consequently for the restoration of such com- panies to their former status.
5. The Bill
as to Part I:
deals with companies affected by the operation of the Defence (Companies Temporary Trans- fer of Registered Office) Regulations, 1941;
as to Part II:
deals with companies registered in the United Kingdom by reason of the Defence (Companies) Regulations, 1940,
6. Part III of the Bill empowers the making of rules regulating the manner in which the Ordinance shall be carried into effect. This Part also contains, as Clause 12, power for the Governor by order to exempt any company from compliance with all or any of the provisions or require- ments of the Ordinance.
J. B. GRIFFIN,
Attorney General.
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