THE HONGKONG GOVERNMENT GAZETTE, 8TH OCTOBER, 1864.
(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 each Member undertakes to contribute to the Assets of the Company in the event of the same being wound-up, during the time that he is a Member, or within One Year afterwards, for payment of the Debts and Liabilities of the Company contracted before the time at which he ceases to be a Member, and of the Costs, Charges, and Expenses of Winding-up the Company, and for the Adjustment of the Rights of the Contributories amongst themselves, such Amount as may be required, not exceeding a specified Amount.
X. Where a Company is formed on the principle of having no limit placed on the Liability of its Members, hereinafter referred to as an unlimited Company, the Memo- randum of Association shall contain the following things; (that is to say,)
(1.) The Name of the proposed Company:
(2.) The place within this Colony, in which the registered Office of the Company
is proposed to be situate:
(8) The Objects for which the proposed Company is to be established.
369
Memorandum of Association of an un- limited Company.
Signature, and
of Association.
XI. The Memorandum of Association shall be signed by each Subscriber in the presence of, and be attested by, One Witness at the least: it shall, when registered, effect of Memorandum 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 the Memorandum contained, on the part of himself, his Heirs, Executors, and Administrators, a Covenant to observe all the Conditions of such Memorandum, subject to the Provisions of this Ordinance.
alter
Memorandum of As-
XII. Any Company limited by Shares may so far modify the Conditions contained Power of certain in its Memorandum of Association, if authorised to do so by its Regulations as Originally Companies to framed, or as altered by Special Resolution in Manner hereinafter mentioned, as to sociation. increase its Capital, by the issue of new Shares of such Amount as it thinks expedient, or to consolidate and divide its Capital into Shares of larger Amount than its existing Shares, or to convert its Paid-up Shares into stock, but, save as aforesaid, and save as is hereinafter provided in the Case of a Change of Name, no alteration shall be made by any Company in the Conditions contained in its Memorandum of Asssociation.
XIII. Any Company under this Ordinance, with the Sanction of a Special Resolu- Power of Companies tion of the Company passed in Manner hereinafter mentioned, and with the approval to change Name. of His Excellency the Governor testified in writing under the hand of the Colonial Secretary, may change its Name, and upon such change being made the Registrar shall enter the new Name on the register in the place of the former Name, and shall issue a Certificate of Incorporation altered to meet the circumstances of the Case; but no such alteration of Name shall affect any Rights or Obligations of the Company, or render defective any legal proceedings instituted or to be instituted by or against the Company, and any legal proceedings may be continued or commenced against the Com- pany by its new Name that might have been continued or commenced against the Company by its former Name.
Articles of Association.
Regulations to be
of Association.
XIV. The Memorandum of Association may in the Case of a Company limited by Shares, and shall, in the Case of a Company limited by Guarantee or unlimited, be prescribed by Articles accompanied, when registered, by Articles of Association signed by the Subscribers to the Memorandum of Association and prescribing such Regulations for the Company as the Subscribers to the Memorandum of Association deem expedient: the Articles shall be expressed in separate Paragraphs, numbered arithmetically: they may adopt all or any of the Provisions contained in the Table marked A. in the first Schedule hereto : they shall, in the Case of a Company, whether limited by Guarantee or unlimited, that has a Capital divided into Shares, state the Amount of Capital with which the Company proposes to be registered; and in the Case of a Company, whether limited by Guarantee or unlimited, that has not a Capital divided into Shares, state the Number of Members 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
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