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THE HONGKONG GOVERNMENT GAZETTE, 28TH AUGUST, 1875.
are ignorant of
Saving of
XV. If any creditor who is entitled in respect of any debt or rights of
claim to object to the reduction of the capital of a company under creditors who this Ordinance is, in consequence of his ignorance of the proceed- proceedings. ings taken with a view to such reduction, or of their nature and [sec. 17]. effect with respect to his claim, not entered on the list of credi- 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 claim 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. XVI. 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 authorise or permit such default shall incur the like penalty.
Copy of registered minute. [sec. 18].
Penalty on
of name of creditor. [sec. 19].
XVII. If any director, manager, or officer of the company concealment 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.
Power to make
XVIII. The powers of making rules concerning winding-up rules extended conferred by the one hundred and fifty-eighth section of the prin- to making cipal Ordinance, shall extend to making rules concerning matters rules concern- under this Ordinance, and until such rules are made, the practice ing matters in 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.
[sec. 21].
Subdivision of Shares.
XIX. Any company limited by shares may, by special resolu- tion, so far modify the conditions contained in its memorandum of association, if authorised 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 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.
Special resolu- XX. The statement of the number and amount of the shares tion to be on- into which the capital of the company is divided, contained in bodied in me- every copy of the memorandum of association issued after the morandum of passing of any such special resolution, shall be in accordance with
association.
[sec. 22].
Special provi-
sions as to
associations
formed for
gain. [sec. 23].
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 authorises or permits such default shall incur the like penalty.
Associations not for Profit.
XXI. 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- purposes not of 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 Ördinance imposed on limited companies, with the excep-
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