717125-1864-HONGKONG-ANNO-VICESIMO-OCTAVO-VICTORIE-REGINE-NO--OF-1864- — Page 2

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THE HONGKONG GOVERNMENT GAZETTE, 8TH OCTOBER, 1864.

Division of Ordinance.

Mode of forming

Company.

Mode of limiting liability of Members.

Memorandum of

V. This Ordinance is divided into six parts, relating to the following subject Matters:

The first part,-to the Constitution and Incorporation of Companies and Associa-

tions under this Ordinance:

The second part,-to the Distribution of the Capital and Liability of Members of

Companies and Associations under this Ordinance:

The third part, to the Management and Administration of Companies and Asso-

ciations under this Ordinance:

The fourth part-to the Winding-up of Companies and Associations under this

Ordinance:

The fifth part,--to the Registration Office:

The sixth part-to repeal of Acts of Imperial Legislature, and of Ordinances.

PART I.

CONSTITUTION AND INCORPORATION OF COMPANIES AND ASSOCIATIONS UNDER THIS ORDINANCE.

Memorandum of Association.

VI. Any Seven or more Persons associated for any lawful purpose may, by sub- scribing their Names to a Memorandum of Association, and otherwise complying with the requisitions of this Ordinance in respect of registration, form an Incorporated Com- pany, with or without limited liability.

VII. The Liability of the Members of a Company formed under this Ordinance may, according to the Memorandum of Association, be limited either to the amount, if any, unpaid on the Shares respectively held by them, or to such amount as the Members may respectively undertake by the Memorandum of Association to contribute to the Assets of the Company in the event of its being wound-up.

VIII. Where a Company is formed on the principle of having the Liability of its Association of a Com- Members limited to the Amount unpaid on their Shares hereinafter referred to as & pany limited by Shares.

Company limited by Shares, the Memorandum of Association shall contain the following things; (that is to say,)

Memorandum of

pany limited by Gua-

(1.) The Name of the proposed Company, with the addition of the word "limited"

as the last word in such Name:

(2.) The place within this Colony in which the registered Office of the Company

is proposed to be situate:

(3.) The objects for which the proposed Company is to be established:

(4.) A Declaration that the Liability of the Members is limited:

(5.) The Amount of Capital with which the Company proposes to be registered

divided into Shares of a certain fixed Amount:

Subject to the following Regulation:

(1.) That no Share shall be for an Amount less than

(2.) That no Subscriber shall take less than one Share.

Dollars:

(3.) That each Subscriber of the Memorandum of Association shall write opposite

to his Name the Number of Shares he takes.

IX. Where a Company is formed on the Principle of having the Liability of its Association of a Com- Members limited to such Amount as the Members respectively undertake to contribute to the Assets of the Company in the event of the same being wound-up, herein-after referred to as a Company limited by Guarantee, the Memorandum of Association shall contain the following things; (that is to say,)

rantee.

(1.) The Name of the proposed Company, with the Addition of the word “limited”

as the last word in such Name: