690472-1877-Bill-read-first-time-Companies-Amendment- — Page 2

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THE HONGKONG GOVERNMENT GAZETTE, 26TH MAY, 1877.

VII. In any limited

company in which, in pursuance of this Notice to be Ordinance, the liability of a director or manager is unlimited, given to the directors or managers of the company (if any), and the mem- director on his ber who proposes any person for election or appointment to such election that office, shall add to such proposal a statement that the liability of will be

his liability the person holding such office will be unlimited, and the promoters, unlimited. directors, managers, and secretary (if any) of such company, or [sec. 7]. one of them, shall, before such person accepts such office or acts therein, give him notice in writing that his liability will be un- limited.

If any director, manager, or proposer make default in adding such statement, or if any promoter, director, manager, or secretary, make default in giving such notice, he shall be liable to a penalty not exceeding five hundred dollars, and shall also be liable for any damage which the person so elected or appointed may sustain from such default, but the liability of the person elected or ap- pointed shall not be affected by such default.

VIII. Any limited company under the principal Ordinance, Existing whether formed before or after the commencement of this Ordi-limited com- nance, may, by a special resolution, if authorised so to do by its pany may, by regulations, as originally framed, or as altered by special resolu- special resolu tion, from time to time modify the conditions contained in its liability of memorandum of association so far as to render unlimited the directors

tion, make

liability of its directors or managers, or of the managing director; unlimited. and such special resolution shall be of the same validity as if it [sec. 8]. had been originally contained in the memorandum of association, and a copy thereof shall be embodied in or annexed to every copy of the memorandum of association which is issued after the passing of the resolution, and any default in this respect shall be deemed to be a default in complying with the provisions of the fifty-third section of the principal Ordinance, and shall be punished accord- ingly.

Reduction of Capital and Shares.

IX. Any company limited by shares may, by special resolu- Power to tion, so far modify the conditions contained in its memorandum company to of association, if authorised so to do by its regulations as originally

reduce capital. framed, or as altered by special resolution, as to reduce its capital;

[sec. 9]. but no such resolution for reducing the capital of any company shall come into operation until an order of the court is registered by the Registrar of Companies, as is hereinafter mentioned.

its name for a

X. The company shall, after the date of the passing of any Company to special resolution for reducing its capital, add to its name, until add and such date as the court may fix, the words "and reduced," as the reduced" to last words in its name, and those words shall, until such date, be limited period. deemed to be part of the name of the company within the mean- [sec. 10]. ing of the principal Ordinance.

order confirm-

XI. A company which has passed a special resolution for re- Company to ducing its capital, may apply to the court by petition for an order apply to the confirming the reduction, and on the hearing of the petition, the court for au court, if satisfied that with respect to every creditor of the com- ing reduction. pany who, under the provisions of this Ordinance, is entitled to [sec. 11]. object to the reduction, either his consent to the reduction has been obtained, or his debt or claim has been discharged or has determined, or has been secured as hereinafter provided, may make an order confirming the reduction on such terms and subject to such conditions as it deems fit.

reduction, and

XII. Where a company proposes to reduce its capital, every Creditors may creditor of the company who, at the date fixed by the court, is object to entitled to any debt or claim which, if that date were the com- list of objecting mencement of the winding-up of the company, would be admissi- creditors to be ble in proof against the company, shall be entitled to object to settled by the the proposed reduction, and to be entered in the list of creditors court. who are so entitled to object.

[sec. 13]. The court shall settle a list of such creditors, and for that purpose shall ascertain, as far as possible, without requiring an application from any creditor, the names of such creditors and the nature and amount of their debts or claims, and may publish notices fixing a certain day or days within which creditors of the company who are not entered on the list are to claim to be so entered or to be excluded from the right of objecting to the pro- posed reduction.

creditor on

XIII. Where a creditor whose name is entered on the list of Court may creditors, and whose debt or claim is not discharged or determined, dispense with does not consent to the proposed reduction, the court may (if it consent of think fit) dispense with such consent on the company securing security being the payment of the debt or claim of such creditor by setting apart given for his and appropriating in such manner as the court may direct, a sum debt. of such amount as is hereinafter mentioned; that is to say:- [sec. 14].

(1.) If the full amount of the debt or claim of the creditor

is admitted by the company, or, though not admitted, is such as the company are willing to set apart and ap- propriate, then the full amount of the debt or claim shall be set apart and appropriated.

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