690613-1877-Companies-Amendment-Ordinance- — Page 4

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THE HONGKONG GOVERNMENT GAZETTE, 23RD JUNE, 1877.

Copy of registered minute. [sec. 18].

Penalty on concealment

of name of creditor.

[ser. 19].

Power to make

a

orders on the contributories settled on such list in the same manner in all respects as if they were ordinary contributories in winding-up; but the provisions of this section shall not affect the rights of the contributories of the company among themselves. XVII. A minute-when registered-shall be embodied in every copy of the memorandum of association issued after its registra- tion; and if any company makes default in complying with the provisions of this section-it shall incur a penalty not exceeding five dollars for each copy in respect of which such default is made. and every director and manager of the company who shall know- ingly and wilfully authorize or permit such default shall incur the like penalty.

XVIII. If any director, manager, or officer of the company wilfully conceals the name of any creditor of the company who is entitled to object to the proposed reduction, or wilfully misre- presents the nature or amount of the debt or claim of any creditor of the company, or if any director or manager of the company aids or abets in or is privy to any such concealment or misre- presentation as aforesaid, every such director, manager, or officer shall be guilty of a misdemeanour.

XIX. The powers of making rules concerning winding-up rules extended conferred by the one hundred and fifty-eighth section of the prin- to making rules concern- cipal Ordinance, shall extend to making rules concerning matters ing matters in under this Ordinance, and until such rules are made---the practice this Ordinance. of the court in matters of the same nature, shall, so far as the [sec. 20].

same is applicable, be followed.

Shares may be divided into

shares of

smaller amount.

[ser. 21].

Special resolu-

Subdivision of Shares,

XX. Any company limited by shares may-by special resolu- tion-so far modify the condi ons contained in its memoranduin of association, if authorized so to do by its regulations as originally framed or as altered by special resolution, as by subdivision of its existing shares or any of them, to divide its capital, or any part thereof, into shares of smaller amount than is fixed by its inemo- randum of association:

Provided, that the amount in which each share is so reduced shall, in no case, be less than one-fourth part of the amount of the original share, and, that in the subdivision of the existing shares the proportion between the amount which is paid and the amount (if any) which is unpaid on each share of reduced amount shall be the same as it was in the case of the existing share or shares from which the share of reduced amount is derived.

XXI. The statement of the number and amount of the shares tion to be

into which the capital of the company is divided-contained in embodied in

um of association issued after the memorandum every copy of the memor of association. passing of any such special resolution, shall be in accordance with [sec. 22]. such resolution; and any company which makes default in com- plying with the provisions of this section shall incur a penalty not exceeding five dollars for each copy in respect of which such de- fault is made; and every director and manager of the company who knowingly or wilfully authorizes or permits such default shall incur the like penalty.

Special provi-

sions as to

associations formed for

purposes not of gain. [sec, 23].

Associations not for Profit.

XXII. Where any association is about to be formed under the principal Ordinance as a limited company, if it proves to the Governor that it is formed for the purpose of promoting com- merce, art, science, religion, charity, or any other useful object, and that it is the intention of such association to apply the profits, if any, or other income of the association, in promoting its objects, and to prohibit the payment of any dividend to the members of the association, the Governor may-by licence, under his hand direct such association to be registered with limited liability, without the addition of the word limited to its name, and such association may be registered accordingly, and upon registration shall enjoy all the privileges and be subject to the obligations by this Ordinance imposed on limited companies, with the excep- tions that none of the provisions of this Ordinance that require a limited compa... to use the word limited as any part of its name, or to publish its name, or to send a list of its members, directors, or managers to the Registrar, shall apply to an association so registered.

The licence by the Governor may be granted upon such con- ditions and subject to such regulations as the Governor thinks fit to impose, and such conditions and regulations shall be binding on the association, and may, at the option of the Governor, he inserted in the memorandum and articles of association, or in both or one of such documents,