20388-1911-Ordinance-passed-and-assented-to--Companies-No-58-of-1911 — Page 49

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THE HONGKONG GOVERNMENT GAZETTE, DECEMBER 15, 1911.

Modes of winding up.

8 Edw. 7 e. 69 s. 122.

Liability as contribu- tories of present and past wem- bers.

77. 123.

(b) limits the number of its members (exclusive of persons who are in the employment of the company) to fifty: and

(e) prohibits any invitation to the public to sub- scribe for any shares or debentures of the com- pany.

(2) A private company may, subject to anything con- tained in the memorandum or articles, by passing a special resolution and by filing with the registrar of companies such a statement in lieu of prospectus as the company, if a public company, would have had to file before allotting any of its shares or debentures, together with such a statutory declaration as the company, if a public company, would have had to file before commencing business, turu itself into a public company.

(3) Where two or more persons hold one or more shares in a company jointly they shall, for the purposes of this section, be treated as a single member,

PART IV.

WINDING UP.

Preliminary.

123.-(1) Te winding up of a company may be either-

() by the court; or

(77) voluntary; or

(i) subject to the supervision of the court.

(2) The provisions of this Ordinance with respect to winding up apply, unless the contrary appears, to the winding up of a company in any of those modes.

Contributories.

124(1) In the event of a company being wound up every present and past member shall, subject to the pro- visions of this section, be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and li dilities and the costs, charges, andd expenses of the winding up, end for the adjustment of the rights of the contributories among themselves, with the qualifications following (that is to say) :-

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(2) A past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the winding up:

(1) A past member shall not be liable to contri- bute in respect of any debt or liability of the company contracted after he reused to be a member:

97) A past member shall not be liable to contribute unless it a gears to the court that the existing members are able to satisfy the contributions required to be ma e by them in pursuance of this Ordinance.

(io) In the case of a company limited by shares no contribution shall be required from any mem- her exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member: (2). In the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount undertaken to be contribn el by him to the assets of the company in the event of its being wound up: (vi) Nothing in this Ordinance shall invalidate any provision contained in any policy of insurance or other court whereby the liability of in- dividual members ou the policy or contract is restricted, or whereby the funds of the com- pany are alone inade liable in respect of the policy or contract :