692902-1876-Bill-read-first-time-Companies-Amendment- — Page 4

THE HONGKONG GOVERNMENT GAZETTE, 23RD SEPTEMBER, 1876.

are ignorant of

XVI. If any creditor who is entitled in respect of any debt or Saving of claim to object to the reduction of the capital of a company under rights of this Ordinance is, in consequence of his ignorance of the proceed- creditors who ings taken with a view to such reduction, or of their nature and proceedings. effect with respect to his claim, not entered on the list of credi- [sec. 171. tors, and after such reduction the company is unable, within the meaning of the seventy-eighth section of the principal Ordinance,to pay to the creditor the amount of such debt or claim, every person who was a member of the Company at the date of the registration of the order and minute relating to the reduction of the capital of the company, shall be liable to contribute for the payment of such debt or clain an amount not exceeding the amount which he would have been liable to contribute if the company had com- menced to be wound-up on the day prior to such registration, and on the company being wound-up, the court, on the application of such creditor, and on proof that he was ignorant of the proceed- ings taken with a view to the reduction, or of their nature and effect with respect to his claim, may, if it think fit, settle a list of such contributories accordingly, and make and enforce calls and orders on the contributories settled on such list in the same manner in all respects as if they were ordinary contributories in a 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 copy of the memorandum of association issued after its registra- registered tion; and if any company makes default in complying with the provisions of this section, it shall incur a penalty not exceeding [sce. 18], 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 authorise or permit such default shall incur the like penalty.

minute.

creditor. [sec. 19].

XVIII. If any director, manager, or officer of the company Penalty on wilfully conceals the name of any creditor of the company who is concealment entitled to object to the proposed reduction, or wilfully misre- of name of 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,

rules concern-

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

[sec. 20].

Subdivision of Shares.

shares of

XX. Any company limited by shares may, by special resolu- Shares may be tion, so far modify the conditions contained in its memorandum of divided into association, if authorised so to do by its regulations as originally smaller framed or as altered by special resolution, as by subdivision of its amount. existing shares or any of them, to divide its capital, or any part [sec. 21]. thereof, into shares of smaller amount than is fixed by its memo- randum of association:

Provided, that in the subdivision of the existing shares the pro- portion 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.

memorandum

XXI. The statement of the number and amount of the shares Special resolu into which the capital of the company is divided, contained in tion to be every copy of the memorandum of association issued after the embodied in passing of any such special resolution, shall be in accordance with of association. such resolution; and any company which makes default in com- [sec. 22]. 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 authorises or permits such default shall incur the like penalty.

Associations not for Profit.

formed for purposes not

XXII. Where any association is about to be formed under the Special provi- principal Ordinance as a limited company, if it proves to the sions as to Governor that it is formed for the purpose of promoting com- associations merce, art, science, religion, charity, or any other useful object, and that it is the intention of such association to apply the profits, of gain. if any, or other income of the association, in promoting its objects, [sec. 23]. 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-

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