692902-1876-Bill-read-first-time-Companies-Amendment- — Page 7

394 THE HONGKONG GOVERNMENT GAZETTE, 23RD SEPTEMBER, 1876.

Company to hold meeting months after registration. [sec. 39].

within four

To facilitate

(3.) Any contract which, if made between private persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on be- half of the company by any person acting under the express or implied authority of the company, and such contract may, in the same way, be varied or discharged. And all contracts made according to the provisions herein con- tained shall be effectual in law, and shall be binding upon the company and their successors and all other parties thereto, their heirs, executors, or administrators, as the case may be.

Meetings.

XXXVII. Every company formed under the principal Ordinance after the commencement of this Ordinance, shall hold a general meeting within four months after its memorandum of association is registered; and if such meeting is not held, the company shall be liable to a penalty not exceeding twenty-five dollars a day for every day after the expiration of such four months until the meet- ing is held; and every director or manager of the company, and every subscriber of the memorandum of association, who know- ingly authorises or permits such default, shall be liable to the same penalty.

Winding-up.

XXXVIII. Whenever any compromise or arrangement is pro- compromises posed between a company, which is in course of being wound-up, in winding-up and its creditors or any class of its creditors, the court upon the [33 & 34 Vic. c. 104]. application in a summary way of any creditor, or of the liquida- tor, may, in additon to its other powers, order that a meeting of such creditors or class of creditors be summoned in such manner as the court directs, and if at such meeting a majority in number, present in person or by proxy, and representing three-fourths in value of such creditors or class of creditors, agree to any compro- misc or arrangement, such compromise or arrangement, if sanc- tioned by an order of the court, shall be binding on all such cre- ditors or class of creditors, and on the liquidator and contributo- ries of the company.

Contributory when not qualified to present winding-up petition.

[30 & 31 Vic. c. 131 s. 40].

Not to em-

nies to alter

XXXIX. No contributory of a company under the principal Ordinance shall be capable of presenting a petition for winding- up such company unless the members of the company are reduced in number to less than seven, or unless the shares in respect of which he is a contributory, or some of them, either were origi- nally allotted to him, or have been held by him, and registered in his name, for a period of at least six months during the eighteen months previously to the commencement of the winding-up, or have devolved upon him through the death of a former holder:

Provided that where a share has, during the whole or any part of the six months, been held by or registered in the name of the wife of a contributory either before or after her marriage, or by or in the name of any trustee or trustees for such wife, or for the contributory, such share shall, for the purposes of this section, be deemed to have been held by and registered in the name of the contributory.

XL. Nothing in this Ordinance contained shall empower power compa- any company to alter any provision contained in any Ordinance relating to the company; or, without the sanction of the Governor, to alter any provision contained in any Letters Patent relating to the company.

provisions of any Ordinance or Letters Patent.

[sec. 47].

Commence- ment.

XLI. This Ordinance shall commence and take effect on a day to be hereafter proclaimed by the Governor.

Statement of Objects and Reasons.

This Ordinance is introduced to confer on all companies limited by shares and registered in the Colony the power of subdividing their shares partially granted by Ordinance No. 4 of 1876. The present Ordinance therefore proposes to repeal No. 4 of 1876, to enact a more general measure founded on the English Act of 1867, and to amend "The Companies Ordinance, 1865."

Section XXXVIII is adopted from a short Imperial Act passed in 1870, for facilitating compromises and arrangements between the liquidators and creditors of companies that are being wound- up, and is introduced in order to place Colonial companies upon the same footing as companies formed and worked under the English statutes.