712766-1866-GOVERNMENT-NOTIFICATION — Page 5

THE HONGKONG GOVERNMENT GAZETTE, 24TH FEBRUARY, 1866. 89

dinance 1865" and in the case of a limited Company, that it is limited, and thereupon such Company shall be incorporated, and shall have perpetual succession and a common seal, with power to hold lands.

with Ordinance.

XIV. A certificate of incorporation given at any time to any Company registered Certificate to be evi- in pursuance of this Ordinance shall be conclusive evidence that all the requisitions dence of compliance herein contained in respect of registration in pursuance of this Ordinance have been complied with, and that the Company is authorized to be registered under "the Com- panies Ordinance 1865," as a limited or unlimited Company, as the case may be, and the date of incorporation mentioned in such certificate shall be deemed to be the date at which the Company is incorporated under "The Companies Ordinance 1865."

XV. All such property, real and personal, including all interests and rights in, to, Transfer of property and out of property, real and personal, and including obligations and things in action, of Company. as may belong to or be vested in the Company at the date of its registration in pursu- ance of this Ordinance shall on registration pass to and vest in the Company as incor- porated under "The Companies Ordinance 1865" for all the estate and interest of the Company therein.

XVI. The registration in pursuance of this Ordinance of any Company shall not Registration in pur- affect or prejudice the liability of such Company to have enforced against it, or its right suance of this Ordi- to enforce, any debt or obligation incurred, or any Contract entered into, by, to, or on obligations incurred behalf of such Company previously to such registration.

nance not to affect

previously to Regis- tration.

Suits.

XVII. All such actions, suits, and other legal proceedings as may at the time of Continuation of the registration of any Company registered in pursuance of this Ordinance have been existing Actions and commenced by or against such Company, or the public Officer or any Member thereof, may be continued in the same manner as if such registration had not taken place; nevertheless, execution shall not issue against the effects of any individual Member of such Company upon any judgment, decree, or order obtained in any action, suit or proceeding so commenced as aforesaid; but in the event of the property and effects of the Company being insufficient to satisfy such judgment, decree or order, an order may be obtained for winding up the Company.

Ordinance.

XVIII. When a Company is registered in pursuance of this Ordinance, all provisions Effect of Registration contained in any Ordinance, Deed of Settlement, Contract of Copartnery, Letters Patent, in pursuance of this or other instrument constituting or regulating the Company, including, in the case of a Company registered as a Company Limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the Company, in the same manner and with the same incidents as if they were contained in a registered Memorandum of Association and Articles of Association; and all the provisions of "The Companies Ordinance 1865" shall apply to such Company and the members, contributories and creditors thereof, in the same manner in all respects as if it had been formed thereunder subject to the provisions following; that is to say:-

1. That Table A, in the first Schedule to "The Companies Ordinance 1865" shall.

not, unless adopted by special resolution, apply to any Company registered in pursuance of this Ordinance:

2. That the provisions of "The Companies Ordinance 1865" relating to the numbering of shares shall not apply to any joint-stock Company whose shares are not numbered:

3. That no Company shall have power to alter any provision contained in any

Ordinance relating to the Company: .

4. That no Company shall have power without the sanction of His Excellency the Governor to alter any provision contained in any Letters Patent relating to the Company: 5. That in the event of the Company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the Company contracted prior to registration, who is liable, at Law or in Equity, to pay or contribute to the payment of any debt or liability of the Company contracted prior to registration or to pay or contribute to the payment of any sum for the adjustment of the rights of the members amongst themselves in respect of any such debt or liability; or to pay or contribute to the payment of the costs charges and expenses of winding up the Company, so far as relates to such debts or liabilities as aforesaid; and every such contributory shall be liable to contribute to the assets of the Company, in the course of the winding all sums due from him in respect of any such liability as aforesaid; and in the event of the death, bankruptcy, or insolvency of any such contributory

up,