717125-1864-HONGKONG-ANNO-VICESIMO-OCTAVO-VICTORIE-REGINE-NO--OF-1864- — Page 20

386

THE HONGKONG GOVERNMENT GAZETTE, STH OCTOBER, 1864.

Circumstantes un- der which Company may be work. I up voluntarily.

Commencement of

Voluntary winding-up of Company.

CXXI. A Company under this Ordinance may be wound up voluntarily,

(1.) Whenever the period, if any, fixed for the duration of the Company by the Articles of Association expires, or whenever the event, if any, occurs, upon the occurrences of which it is provided by the Articles of Association that the Company is to be dissolved, and the Company in General Meeting has passed a resolution requiring the Company to be wound up voluntarily : (2.) Whenever the Company has passed a Special Resolution requiring the Com-

many to be wound up voluntarily:

(3.) Whenever the Company has passed an Extraordinary Resolution to the effect that it has been proved to their satisfaction that the Company cannot by reason of its Liabilities continue its Business, and that it is advisable to wind up the

Same:

For the purposes of this Ordinance any Resolution shall be deemed to be extraordinary which is passed in such manner as would, if it had been confirmed by a subsequent Meeting, have constituted a Special Resolution, as hereinbefore defined.

CXXIII. A voluntary winding-up shall be deemed to commence at the Time of voluntary winding- the passing of the Resolution authorizing such winding-up.

up.

Effect of voluntary winding-up on Status of Company.

Notice of Resolution to wind-up volun- iarily.

Consequences of

CXXIV. Whenever a Company is wound up voluntarily the Company shall, from the Date of the commencement of such winding-up, cease to carry on its Business, except in so far as may be required for the beneficial winding-up thereof, and all Transfers of Shares except Transfers made to or with the sunction of the Liquidators, or alteration in the Status or the Members of the Company taking place after the commencement of such winding-up shall be void, but its corporate State and all its corporate Powers shall, notwithstanding it is otherwise provided by its Re- gulations, continue until the Affairs of the Company are wound up.

CXXV. Notice of any Special Resolution or Extraordinary Resolution passed for winding-up a Company voluntarily shall be given by Advertisement in the Hongkong Goremment Gazette.

CXXVI. The following consequences shall ensue upon the voluntary winding- voluntary winding- up of a Company:

3p.

(1.) The Property of the Company shall be applied in satisfaction of its Liabilities pari passu, and, subject thereto, shall, unless it be otherwise provided by the Regulations of the Company, be distributed amongst the Members according to their Rights and Interest in the Company:

(2.) Liquidators shall be appointed for the purpose of winding-up the Affairs of

the Company and distributing the Property:

(4.) The Company in General Meeting shall appoint such Persons or Person as it thinks it to be Liquidators or a Liquidator, and may fix the Remuneration to be paid to them or him:

(4.) If One Person only is appointed, all the Provisions herein contained in re-

ference to several Liquidators shall apply to him:

(5.) Upon the appointment of the Liquidators all the Power of the Directors shall cease, except in so far as the Company in General Meeting or the Li- quidators may sanction the continuance of such Powers:

(6.) When several Liquidators are appointed, every Power hereby given may be exercised by such One or more of them, as may be determined at the time of their appofitment, or in default of such determination by any Number not less than Two:

(7.) The Liquidators may, without the sanction of the Court, exercise all Powers

by this Ordinance given to the Official Liquidator:

(8.) The Liquidators may exercise the Powers herein-before given to the Court of settling the List of Contributories of the Company, and any List so settled