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106
THE HONGKONG GOVERNMENT GAZETTE, 18TM MARCH, 1865.
Application of Table
Signature, and
Effect of Articles of Association.
Registration of
Memorandum of As-
sociation and Articles of Association with
Fees as in Table B.
Effect of Registration.
Copies of Memoran- dum and Articles to
with which the Company proposes to be registered, for the purpose of enabling the Registrar to determine the Fees payable on Registration: In a Company limited by Guarantee or unlimited, and having a Capital divided into Shares, each Subscriber shall take One Share at the least, and shall write opposite to his Name in the Memorandum of Association the Number of Shares he takes.
XV. In the case of a Company limited by Shares, if the Memorandum of Asso- ciation is not accompanied by Articles of Association, or in so far as the Articles do not exclude or modify the Regulations contained in the Table marked A. in the First Schedule hereto, the last-mentioned Regulations, shall, so far as the same are applicable, be deemed to be the Regulations of the Company in the same Manner and to the same Extent as if they had been inserted in Articles of Association, and the Articles had been duly registered.
XVI. The Articles of Association shall be printed, and shall be signed by each Subscriber in the Presence of, and be attested by, One Witness at the least, and when registered, they shall bind the Company and the Members thereof to the same Extent as if each Member had subscribed his Name and affixed his Seal thereto, and there were in such Articles contained a Covenant on the part of himself, his Heirs, Executors and Administrators, to conform to all the Regulations contained in such Articles, subject to the Provisions of this Ordinance; and all Monies payable by any Member to the Company, in pursuance of the Conditions and Regulations of the Company, or any of such Conditions or Regulations, shall be deemed to be in the nature of a Specialty Debt due from such Member to the Company.
General Provisions.
XVII. The Memorandum of Association and the Articles of Association, if any, shall be delivered to the Registrar hereinafter mentioned, who shall retain and register the same: There shall be paid to the Registrar by a Company having a Capital divided into Shares, in respect of the several Matters mentioned in the Table marked B. in the First Schedule hereto, the several Fees therein specified, or such other Fees as His Excellency the Governor may from time to time direct: and by a Company not having a Capital divided into Shares, in respect of the several Matters mentioned in the Table marked C. in the First Schedule hereto, the several Fees therein specified, or such other Fees as His Excellency the Governor may from Time to Time direct: All Fees paid to the said Registrar in pursuance of this Ordinance shall be paid over to the Colonial Treasurer, and be carried by him to the Account of the Funds of this Colony.
XVIII. Upon the Registration of the Memorandum of Association, and of the Articles of Association in Cases where Articles of Association are required by this Ordinance or by the Desire of the Parties to be registered, the Registrar shall certify under his hand that the Company is incorporated, and in the case of a Limited Company that the Company is limited: the Subscribers of the Memorandum of Association, together with such other Persons as may from time to time become Members of the Company, shall thereupon be a Body Corporate by the Name contained in the Memo- randum of Association, capable forthwith of exercising all the Functions of an Incor- porated Company, and having perpetual Succession and a Common Seal, with power to hold Lands, but with such Liability on the part of the Members to contribute to the Assets of the Company in the event of the same being wound-up as is hereinafter mentioned: A Certificate of the Incorporation of any Company given by the Registrar shall be conclusive Evidence that all the Requisitions of this Ordinance in respect of Registration have been complied with.
XIX. A Copy of the Memorandum of Association, having annexed thereto the be given to Members, Articles of Association, if any, shall be forwarded to every Member, at his request, on Payment of the Suin of One Dollar or such less Sum as may be prescribed by the Company for each Copy; and if any Company makes default in forwarding a Copy of the Memorandum of Association and Articles of Association, if any, to a Member, in pursuance of this Section, the Company, so making default, shall for each Offence incur a Penalty not exceeding Twenty-five Dollars, and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.
Prohibition against
Identity of Names in
XX. No Company shall be registered under a Name identical with that by which Companies. La subsisting Company is already registered, or so nearly resembling the same as to be calculated to deceive, except in a case where such subsisting Company is in the course
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