20388-1911-Ordinance-passed-and-assented-to--Companies-No-58-of-1911 — Page 79

678 THE HONGKONG GOVERNMENT GAZETTE, DECEMBER 15, 1911.

Power to substitute

memo- randum and articles

for deed of scttlement.

8 Edw. 7 c. 69 s. 261.

Power of

court to stay

or restrain proceedings. Ib s. 265.

Actions stayed on winding-up order.

Ib. s. 266.

Meaning of

company. Lb. s. 267.

242.-(1) Subject to the provisions of this section, a company registered in pursuance of this Part of this Ordin- ance may by special resolution alter the form of its constitu- tion by substituting a memorandum and articles for a deed of settlement.

(2) The provisions of this Ordinance with respect to confirmation by the court and registration of an alteration of the objects of a company shall so far as applicable apply to an alteration under this section with the following modifications;

(a) There shall be substituted for the printed copy of the altered memorandum required to be delivered to the registrar of companies a printed copy of the substituted memorandum and articles; and

(b) On the registration of the alteration being certified by the registrar the substituted memo- randum and articles shall apply to the company in the same manner as if it were a company registered under this Ordinance with that memorandum and those articles, and the com- pany's deed of settlement shall cease to apply

to the company,

(3) An alteration under this section may be made either with or without any alteration of the objects of the com- pany under this Ordinance.

(4) In this section the expression "deed of settlement" includes any contract of copartnery or other instrument constituting or regulating the company, not being an Ordinance, Act of Parliament, a royal charter, or letters patent.

243. The provisions of this Ordinance with respect to staying and restraining actions and proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding-up order shall, in the case of a company registered in pursu- ance of this Part of this Ordinance where the application to stay or restrain is by a creditor, extend to actions and proceedings against any contributory of the company,

ance

or

244. Where an order has been made for winding up a company registered in pursuance of this Part of this Ordin-

no action or proceeding shall be commenced procceded with against the company or any contributory of the company in respect of any debt of the company, except by leave of the court, and subject to such terms as the court may impose.

PART VIII.

WINDING UP OF UNREGISTERED COMPANIES, 245. For the purposes of this Part of this Ordinance unregistered the expression "unregistered company" shall not include a railway company incorporated by Ordinance nor a company registered under the Companies Ordinance, 1865, or under the Companies (Registration) Ordinance, 1866, or under this Ordinance, but, save as aforesaid, shall include any partnership, association, or company cousisting of more than seven members.

Winding up of unregis- tered con:- panies. Ib. s. 268.

246.—(1) Subject to the provisions of this Part of this Ordinance any unregistered company may be wound up under this Ordinance and all the provisions of this Or- dinance with respect to winding up shall apply to an unregistered company, with the following exceptions and additions :-

(2) The principal place of business, in the Colony, of an unregistered company shall for all the pur- poses of the winding up be deemed to be the registered office of the company.

(4) No unregistered company shall be wound up under this Ordinance volutarily or subject to supervision:

(777) The circumstances in which an unregistered company may be wound up are as follows (that is to say ):--

(a) If the company is dissolved, or has ecased to carry on business, or carrying on