193437-1932-Supplementary-Draft-Bill--Companies — Page 1

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LEGISLATIVE COUNCIL.

Draft Bill.

No. S. 396. The following bill is published for general information :-

C.S.O. 3 in 4299/32.

[No. 10:-23.8.32.-- 2. †

Short title.

A BILL

INTITULED

An Ordinance to consolidate and amend the

law relating to Companies.

Be it enacted by the Governor of Hong Kong, with the advice and consent of the Legislative Council thereof, as follows:-

1. This Ordinance may be cited as the Companies Ordinance, 1932.

2.-(1) This Ordinance applies to every company Application. registered in this Colony, whether such company oe registored before or after the commencement of this Ordinance irrespective of the place or places where the business of such company may be carried on.

Mode of forming incorporated company.

19 & 20 Geo. 5 c. 23,

s. 1.

Require-

ments with

respect to

memoran-

dum.

19 & 20 Geo.

5, c. 23,

s. 2.

(2) This Ordinance in so far as it affects companies carrying on business within the limits of the China Orders in Council shall be read with and subject to the provisions of the China Order in Council, 1925 and any Orders in Council which may amend or replace the same.

PART I.

INCORPORATION OF COMPANIES AND MATTERS

INCIDENTAL THERETO,

Memorandum of Association.

3.-(1) Any seven or more persons, or, where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their names to u memorandum of association (which must be printed in the English language) and otherwise complying with the requirements of this Ordinance in respect of registration, form an incorporated company, with or without limited liability.

(2) Such a company may be either-

(a) A company having the liability of its mem- bers limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in this Ordinance termed "a company limited by shares"); or (b) A company having the liability of its mem- bers limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Ordinance termed company limited by guarantee"); or (c) A company not having any limit on the liability of its members (in this Ordinance formed "an unlimited company').

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4.-(1) The memorandum of every company must state-

(a) The name of the company, with "Limited"

as the last word of the name in the case of a company limited by shares or by guarantee:

(b) Whether the registered office of the company is to be situate in the Colony or within the limits of the China Orders in Council, (c) The obiects of the company