17817-1910-Supplementary-Bills-read-a-first-time--Companies — Page 118

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(7) The summary must include a statement in the form of a balance sheet showing the company's assets and liabililities, but the balance sheet need not include a statement of profit and loss. Ordinance, Section 30 See also Ordinances Nos. 16 of 1907 and 20 of 1909; Act, Sections 26, 36; Bill, Clauses 27, 35.

Chinese Adresses.

In the companies' registers of members, and also in the annual lists of shareholders filed with the registrar of companies, the Chinese characters of all Chinese names and addresses will have to be given. Chinese names and addresses are of little or no use without the Chinese characters. Ordinance, Sections 29, 30; Act, Sections 25, 26; Bill, Clauses 26, 27.

Inspection of Company's Register.

Every company is bound to allow inspection of its register, a penalty being imposed in case of "refusal". Fow, if any, of the Shanghai and Tientsin companies have an office here for the transaction of business, and consequently there is no one, strictly, who can "refuse" inspection. A sub-section has been added to the present Bill imposing the same penalty where inspection "cannot be obtained at the registered office with the exercise of a reasonable amount of diligence". This provision is not in the Act of 1908 because probably the difficulty would seldom, if ever, occur in the United Kingdom. Ordinance, Section 39; Act, Section 30; Bill, Clause 31.

Local Register Authorizations.

These are omitted from the Bill, but this is really no change as the Government has been advised already that the section which introduced them is practically inoperative. There is no such thing in the United Kingdom as a local register authorization. Ordin- ances 16 of 1907, s. 5, and 20 of 1909, s. 4; Act, Nit; Bill, Nil.

Reorganisation of Share Capital.

At present, if the rights of the preference shareholders are defined in the memorandum of association, they cannot be altered under any circumstances, unless express power is given in the memorandum. This is often incovenient. The Bill provides that such rights may be altered, with the consent of three fourths of the class, and with the sanction of the court. This provision was first introduced in the United Kingdom by the Act of 1907. Ordinance, Nil; Act, Section 45; Bill, Clause 16,

Painting up of Name.

Every limited company is at present required to keep its name painted or affixed on the outside of every office where its business is carried on. The Bill adds, "and on the outside of its registered office". This is to meet the case of the Shanghai and Tientsin companies which have no office here "in which business is carried on". The provision is not required in the United King- dom. Ordinance, Section 87; Act, Section 63; Bill, Clause 64.

First Meeting.

The only provision at present is that the first meeting must (under a penalty) be held within four months after registration, and there are no requirements as to what information the directors must give at such meeting. Under the Bill the provisions are as follows. The first ("statutory") meeting must be held not less than one month nor more than three months from the date at which the company was entitled to commence business (seo clause 88), and seven days before the meeting the directors must send to every member, and file with the registrar of companies, a

46 statu- tory report", certified by two directors and by the auditors, and containing the following particulars :-

(a.) The total number of shares allotted, with the consider- ation, distinguishing the shares allotted as paid up otherwise than in cash :

(b.) The total amount of cash received on account of the

shares allotted:

;