Directory_and_Chronicle_1926 — Page 418

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THE CHINA (COMPANIES) ORDER IN COUNCIL, 1915

(2) If any Company to which this Article applies fails to comply with its provisions, the Company and every Officer and Agent of the Company who is know- ingly a party to the default shall be liable to a fine not exceeding 50 dollars for every day during which such default has continued.

12.-The registered office of a China Company shall be situated within the limits of this Order.

13.-(1) No shares shall be issued by a China Company except either as fully paid up shares or upon the term that the shares shall be paid up in full within a specified period not exceeding three months after allotment.

(2) Shares issued by a China Company otherwise than as fully paid up shares shall be deemed to be issued upon the condition that if not paid for in full before the expiration of one week from the date upon which the final payment was due, they shall be forfeited by the Directors, and it shall be, the duty of the Directors at the expiration of that period to forfeit the said shares. Notice of the forfeiture of any such shares shall forthwith be given to the registered holder.

Any shares so forfeited shall be deemed to be the property of the Company, and the Directors may sell, re-allot, or otherwise dispose of the same in such manner as they think fit. Certificates or other documents of title relating to shares forfeited under this article shall be returned to the Company.

(3) Within one month of the expiration of the time allowed for the completion of the payment of all sums due upon the shares, the Secretary of the Company shall forward to the Registrar of Companies at Shanghai a return signed by the auditor of the Company giving particulars of the shares issued, of the amounts paid thereon, of the shares in respect of which default has been made in payment of sums due, and of the shares forfeited.

(4) If shares are issued by a China Company on terms which fail to comply with the provisions of this article, or if other default is made in complying therewith, the Company, and every Director, Manager, Secretary, and other Officer, who is knowingly a party to such issue or default, shall be guilty of an offence, and shall be liable to a fine not exceeding 500 dollars for every day during which such offence

continues.

(5) Where on application made it is established to the satisfaction of the Court that there has been a failure to comply with the provisions of this article through inadvertence or accidental miscalculation or from some other reasonable cause, and not from any want of good faith, the Court may, if under all the circumstances it considers it just so to do, give relief from any forfeiture or penalty which has been incurred by the applicant, or to which he is, or may be, liable upon such terms as it may think fit.

(6) The provisions of this Article shall only apply to shares issued by a China Company after the date when this Order comes into effect:

14.-(1) No China Company limited b guarantee shall be allowed to operate in China without the consent of the Minister.

(2) As a condition of this consent the Minister may require that no persons other than a British Subject shall be a Member of the Company, or that any Member of the Company who is not a British Subject shall deposit in Court or give security for or conform to such arrangement as the Minister shall think fit, for ensuring the payment of the amount for which he would be liable under the guarantee.

(3) If any China Company limited by guarantee operates in China without the consent of the Minister, or if any terms imposed by him as a condition of his consent are not complied with, the Company and every Director, or Manager, Secre- tary, and other Officer, who is knowingly a party thereto, shall be guilty of an offence, and shall be liable to a fine not exceeding 500 dollars for every day during which such offence continues.